Common use of Future Guarantees Clause in Contracts

Future Guarantees. (a) The Issuer and LGEC will cause each Restricted Subsidiary (other than Receivables Subsidiaries) that Guarantees, on the Issue Date or at any time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other Restricted Subsidiary), if such Restricted Subsidiary is not a Guarantor under this Indenture, to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness: (1) execute and deliver a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not in the form of Exhibit C, such Guarantor shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Notes Guarantee has been duly executed and authorized; and (B) such Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. (b) Notwithstanding anything herein to the contrary, the Guarantee of any Guarantor organized outside of the United States or Canada shall be subject to such other limitations as are customary in such Guarantor’s jurisdiction as reasonably determined by the Issuer.

Future Guarantees. (a) The Issuer and LGEC Parent will cause each Restricted Subsidiary (other than Receivables Subsidiaries) that Guarantees, on the Issue Date or at any time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other Restricted Subsidiary), Subsidiary if such Restricted Subsidiary is not a Guarantor under this Indenture, ) to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness: (1) execute and deliver a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not in the form of Exhibit C, such Guarantor shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Notes Guarantee has been duly executed and authorized; and (B) such Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. (b) Notwithstanding anything herein to the contrary, the Guarantee of any Guarantor organized outside of the United States or Canada shall be subject to such other limitations as are customary in such Guarantor’s jurisdiction as reasonably determined by the Issuer. (c) Notwithstanding anything herein to the contrary, no Subsidiary organized outside of the United States that would otherwise be required to become a Guarantor pursuant to this Section 4.15 shall be required to become a Guarantor until the date which is 30 days following the Issue Date. (d) Notwithstanding anything herein to the contrary, for the avoidance of doubt from and after the Separation Closing Date neither LGEC nor LGCH nor any other entity that is part of the STARZ Business (as determined by LGEC in its sole discretion) shall be required to become a Guarantor under this Indenture.

Future Guarantees. (a) The Issuer and LGEC will cause each If (i) the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary or if any Restricted Subsidiary becomes a Domestic Subsidiary after the Closing Date or (ii) any Foreign Subsidiary Guarantees any obligation under the Credit Facilities, then that newly acquired or created Domestic Subsidiary or the Foreign Subsidiary (other than a Receivables SubsidiariesSubsidiary) that Guaranteesshall become a Note Guarantor, on the Issue Date or at any time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other Restricted Subsidiary), if such Restricted Subsidiary is not a Guarantor under this Indenture, to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness: (1) execute and deliver a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not in the form of Exhibit C, such Guarantor shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) that such Notes Guarantee supplemental indenture has been duly authorized, executed and authorized; and (B) such Notes Guarantee constitutes delivered and is a valid, valid and legally binding and enforceable obligation of such Restricted SubsidiarySubsidiary enforceable against such Subsidiary in accordance with its terms; provided, except insofar however, that all Subsidiaries that have properly been designated as enforcement thereof may Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries shall not have to comply with the requirements of this Section 4.11. Each Note Guarantee shall be limited by bankruptcy, insolvency to an amount not to exceed the maximum amount that can be guaranteed without rendering the Note Guarantee void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles affecting the rights of equitycreditors generally. (b) Notwithstanding anything herein to the contrary, the Guarantee of any Guarantor organized outside If Holdings guarantees Indebtedness of the United States or Canada Company other than the Credit Agreement, then Holdings shall be subject to become a Note Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel that such other limitations as are customary supplemental indenture has been duly authorized, executed and delivered and is a valid and legally binding obligation of Holdings enforceable against Holdings in such Guarantor’s jurisdiction as reasonably determined by the Issueraccordance with its terms.

Future Guarantees. (a) The Issuer and LGEC will cause each If the Issuers or any of their Restricted Subsidiaries acquire or create another domestic Wholly-Owned Subsidiary after the Issue Date, then that newly acquired or created domestic Wholly-Owned Subsidiary (other than Receivables Subsidiariesa “New Guarantor”) that Guarantees, on the Issue Date or at any time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other Restricted Subsidiary), if such Restricted Subsidiary is not must become a Guarantor under this Indenture, to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness: (1) and execute and deliver to the Trustee a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not substantially in the form of Exhibit C, such Guarantor shall deliver D and supplemental Security Documents within 30 calendar days (or the period referred to in Section 4.19(c) with respect to Security Documents covering real property) of the Trustee an Opinion of Counsel to the effect date on which it was acquired or created; provided that: (A) such Notes Guarantee has been duly executed and authorized; and (B) such Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating Subsidiaries that have properly been designated as Unrestricted Subsidiaries under this Indenture shall not be required to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equitycomply with this Section 4.20. (b) Notwithstanding anything herein The following additional requirements shall apply: (i) the Issuers and the New Guarantor will cause to be filed such amendments or other instruments, if any, and recorded in such jurisdictions as may be required by applicable law to grant, preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such New Guarantor, together with such financing statements and other documents and instruments as may be required to perfect any security interests in such Collateral to the contrary, extent required hereunder or by the Guarantee of Security Documents; (ii) any Collateral owned by or transferred to the New Guarantor organized outside of shall (A) continue to constitute Collateral under this Indenture and the United States or Canada shall Security Documents; and (B) not be subject to any Lien other than Liens permitted by this Indenture and the Security Documents; and (iii) the Issuers shall have delivered to the Trustee (with a copy to the Notes Collateral Agent) an Officers’ Certificate and an Opinion of Counsel, each stating that such other limitations as supplemental indenture and Security Documents comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indenture and Security Documents are enforceable against the New Guarantor, subject to customary in such Guarantor’s jurisdiction as reasonably determined by qualifications, and are effective to perfect the IssuerLien of the Security Documents on the Collateral.

Future Guarantees. (a) The Issuer and LGEC will cause each Restricted Subsidiary (other than Receivables Subsidiaries) that Guarantees, on the Issue Date or at any time thereafter, any Material Indebtedness of the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other Restricted Subsidiary), if such Restricted Subsidiary is not a Guarantor under this Indenture, to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness: (1) execute and deliver a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not in the form of Exhibit C, such Guarantor shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Notes Guarantee has been duly executed and authorized; and (B) such Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. (b) Notwithstanding anything herein to the contrary, the Guarantee of any Guarantor organized outside of the United States or Canada shall be subject to such other limitations as are customary in such Guarantor’s jurisdiction as reasonably determined by the Issuer.

Future Guarantees. (a) The Issuer and LGEC will cause each Restricted (i) any Subsidiary (other than Receivables Subsidiaries) that Guarantees, on acquired or created after the Issue Date or at any time thereafter, any Material Indebtedness of and which is designated by the Issuer or any Guarantor (and, without limiting the foregoing, the Issuer may, in its sole discretion, cause any other as a Restricted Subsidiary), if such ; and (ii) any Unrestricted Subsidiary that is subsequently designated as a Restricted Subsidiary is not a Guarantor under this IndentureSubsidiary, to reasonably promptly (but in any event within 60 days) after guaranteeing such Material Indebtedness: (1) execute and deliver a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to, Article 10; provided that if the supplemental indenture is not in the form of Exhibit C, such Guarantor shall deliver to the Collateral Trustee an Opinion of Counsel to the effect that: (A) such Notes Guarantee has been duly executed and authorized; and (B) such Notes Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equityGuarantee. (b) Notwithstanding anything herein to The obligations of each Guarantor formed under the contrary, the Guarantee of any Guarantor organized outside laws of the United States or Canada any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (c) Each Subsidiary that becomes a Guarantor on or after the Issue Date will also become a party to the applicable Security Documents and will, as promptly as practicable, execute and/or deliver such Security Documents, financing statements, certificates representing equity interests or other documentation or instruments evidencing or relating to pledged Collateral (together with any related stock powers, allonges or collateral assignments),certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but of no greater scope)) as may be necessary to provide to the Collateral Trustee a perfected First-Priority Lien (subject to Permitted Liens) in all of its Property that constitutes Collateral to secure its obligations under its Guarantee, and as may be necessary to have such Property added to the Collateral as required under the Indenture, and thereupon all provisions of the Indenture relating to the Collateral shall be subject deemed to relate to such other limitations Property to the same extent and with the same force and effect. (d) Guarantees and the corresponding First-Priority Lien against Collateral shall be released at such time as are customary in such Guarantor’s jurisdiction as reasonably determined by any Guarantor becomes an Unrestricted Subsidiary or ceases to be a Restricted Subsidiary or a Subsidiary of the Issuer.