COMMERCIAL EFFORTS TO OBTAIN ANY WAIVERS OR CONSENTS REQUIRED TO BE OBTAINED
FROM ANY BANK OR OTHER LENDER IN CONNECTION WITH
13
such parties' performance of their obligations hereunder and the transactions
contemplated hereby, including obtaining releases of all Liens, if any, on the
MGM Interests arising under any MGM Parent or MGM Seller credit agreement or
security or collateral agreements or otherwise.
SECTION 5.06
NO DISTRIBUTIONS.
THE PARTIES HERETO AGREE THAT
NEITHER AMCC NOR IFC LLC SHALL MAKE, OR BE OBLIGATED IN ANY WAY TO MAKE, ANY
DISTRIBUTIONS BETWEEN THE DATE HEREOF AND THE EARLIER OF (I) THE CLOSING OR (II)
THE DATE THAT THIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS.
SECTION 5.07
TAX.
THE PARTIES HERETO AGREE THAT UPON THE
CLOSING EACH OF AMCC AND IFC LLC WILL ADOPT THE "CLOSING OF THE BOOKS" METHOD OF
INCOME ALLOCATION AS PRESCRIBED IN TREASURY REGULATION SECTION 1.706-1(C)(2) FOR
PURPOSES OF ALLOCATING INCOME, GAIN, LOSS, DEDUCTIONS AND CREDITS BETWEEN THE
PARTNERS IN AMCC AND THE MEMBERS IN IFC LLC FOR THE YEAR OF SALE, DETERMINED IN
A MANNER CONSISTENT WITH THE PROVISIONS OF SECTIONS 2.04 AND 10.05 AND
REASONABLY ACCEPTABLE TO MGM SELLER.
SECTION 5.08
FINANCIAL STATEMENTS.
RMHI SHALL, OR SHALL
CAUSE EACH OF AMCC AND IFC LLC TO, PREPARE AND DELIVER TO MGM SELLER (I)
FINANCIAL STATEMENTS OF EACH OF AMCC AND IFC LLC FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2003 NO LATER THAN MARCH 31, 2004 AND (II) FINANCIAL STATEMENTS OF
EACH OF AMCC AND IFC LLC FOR EACH FISCAL QUARTER IN 2003 ENDING AFTER THE DATE
OF EXECUTION HEREOF DURING ANY PORTION OF WHICH MGM SELLER WAS A PARTNER IN AMCC
OR A MEMBER OF IFC LLC NO MORE THAN 45 DAYS AFTER THE LAST DAY OF SUCH FISCAL
QUARTER; PROVIDED THAT RMHI SHALL NOT BE REQUIRED TO DELIVER, OR CAUSE THE
DELIVERY OF, ANY FINANCIAL STATEMENTS TO MGM SELLER IF (1) NEITHER IT NOR ANY OF
ITS SUBSIDIARIES OWNS A MAJORITY OF THE PARTNERSHIP INTERESTS OF AMCC OR
OWNERSHIP INTERESTS OF IFC LLC, AS APPLICABLE, ON THE LAST DAY OF THE APPLICABLE
ANNUAL OR QUARTERLY PERIOD AND (2) IT HAS NOT BEEN ABLE, DESPITE OF ITS
COMMERCIAL REASONABLE EFFORTS, TO REQUIRE THE OWNER OF A MAJORITY OF THE
PARTNERSHIP INTERESTS OF AMCC OR OWNERSHIP INTERESTS OF IFC LLC, AS APPLICABLE,
TO DELIVER, OR CAUSE THE DELIVERY OF, SUCH FINANCIAL STATEMENTS TO MGM SELLER.
SECTION 5.09
PRIOR DISTRIBUTIONS.
RMHI AND MGM PARENT HEREBY
ACKNOWLEDGE AND AGREE, ON BEHALF OF THEMSELVES AND THEIR AFFILIATES, THAT THE
LAST DISTRIBUTION MADE BY OR IN RESPECT OF AMCC, AMC, IFC LLC, IFC OR WE WAS A
DISTRIBUTION IN THE AMOUNT OF $50,000,000 MADE ON FEBRUARY 4, 2003, $10,000,000
OF WHICH WAS DISTRIBUTED TO MGM SELLER ON SUCH DATE.
SECTION 5.10
REPAYMENT OF THE CABLEVISION NOTE.
RMHI SHALL
USE REASONABLE COMMERCIAL EFFORTS TO OBTAIN ADDITIONAL RMHI FINANCING NECESSARY
TO PERMIT CABLEVISION TO REPAY THE CABLEVISION NOTE AT THE EARLIEST PRACTICABLE
TIME.
SECTION 5.11
WAIVERS OF PIGGY-BACK REGISTRATION RIGHTS.
THE