Common use of Financing Transactions Clause in Contracts

Financing Transactions. Prior to the Distribution Date, each of Cablevision, CSC and AMC shall enter into all necessary or appropriate arrangements, and cooperate with each other, regarding the incurrence by AMC of $1,725,000,000 aggregate principal amount of new senior secured term loans (the “New AMC Secured Debt”) and $700,000,000 aggregate principal amount of new senior unsecured notes (the “New AMC Unsecured Debt” and together with the New AMC Secured Debt, the “New AMC Debt”). On the Distribution Date, AMC will issue the Contribution Debt, consisting of approximately $1,250,000,000 aggregate principal amount of the New AMC Debt to CSC in partial consideration for the asset transfers provided for in the Contribution Agreement. AMC recognizes and agrees that CSC intends to exchange all of the Contribution Debt for outstanding CSC or Cablevision debt. AMC will use the proceeds from the New AMC Debt other than the Contribution Debt (i) to repay all AMC indebtedness outstanding immediately before the AMC Distribution (other than capital leases); (ii) pay certain fees and expenses in connection with the Distribution and the Standalone Financing and (iii) for its general corporate purposes. Without limiting the generality of the foregoing, AMC shall, as and when necessary or appropriate prior to and after the Distribution Date, (a) provide all information reasonably requested by any underwriters or financial or other advisers engaged in connection with the AMC Financing, (b) participate in due diligence sessions, syndication meetings, drafting sessions, management presentations, road show presentations and meetings with ratings agencies, (c) assist in the preparation of and execute and/or deliver, customary underwriting placement, credit, purchase, indemnification, registration rights and other definitive financing agreements and execute and deliver in a timely manner such other certificates and documents, including, without limitation, solvency certificates, comfort letters, consents, pledge and security documents and perfection certificates, as may be reasonably required in connection with the foregoing, and (d) prepare such audited and unaudited financial statements (including those required by the Commission), the Offering Memorandum, and providing such financial and other information, necessary for the consummation of such financing within the time periods required by such agreements.

Financing Transactions. Prior to the Distribution Date, each of Cablevision, CSC and AMC shall enter into all necessary or appropriate arrangements, and cooperate with each other, regarding the incurrence by AMC of $1,725,000,000 aggregate principal amount of new senior secured term loans (the “New AMC Secured Debt”) and $700,000,000 aggregate principal amount of new senior unsecured notes (the “New AMC Unsecured Debt” and together with the New AMC Secured Debt, the “New AMC Debt”). On the Distribution Date, AMC will issue the Contribution Debt, consisting of approximately $1,250,000,000 aggregate principal amount of the New AMC Debt to CSC in partial consideration for the asset transfers provided for in the Contribution Agreement. AMC recognizes and agrees that CSC intends to may exchange all or a portion of the Contribution Debt in exchange for outstanding CSC or Cablevision debt. AMC will use the proceeds from the New AMC Debt other than the Contribution Debt (i) to repay all AMC indebtedness outstanding immediately before the AMC Distribution (other than capital leases); (ii) pay certain fees and expenses in connection with the Distribution and the Standalone Financing and (iii) for its general corporate purposes. Without limiting the generality of the foregoing, AMC shall, as and when necessary or appropriate prior to and after the Distribution Date, (a) provide all information reasonably requested by any underwriters or financial or other advisers engaged in connection with the AMC Financing, (b) participate in due diligence sessions, syndication meetings, drafting sessions, management presentations, road show presentations and meetings with ratings agencies, (c) assist in the preparation of and execute and/or deliver, customary underwriting placement, credit, purchase, indemnification, registration rights and other definitive financing agreements and execute and deliver in a timely manner such other certificates and documents, including, without limitation, solvency certificates, comfort letters, consents, pledge and security documents and perfection certificates, as may be reasonably required in connection with the foregoing, and (d) prepare such audited and unaudited financial statements (including those required by the Commission), the Offering Memorandum, and providing such financial and other information, necessary for the consummation of such financing within the time periods required by such agreements.