REASONABLE OUT OF POCKET FEES,
CHARGES AND DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE AGENT (DIRECTLY TO
SUCH COUNSEL IF REQUESTED BY THE ADMINISTRATIVE AGENT) TO THE EXTENT INVOICED
PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF SUCH FEES,
CHARGES AND DISBURSEMENTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF SUCH
FEES, CHARGES AND DISBURSEMENTS INCURRED OR TO BE INCURRED BY IT THROUGH THE
CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A
FINAL SETTLING OF ACCOUNTS BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT).
(D)
THE FORMATION AGREEMENT SHALL BE IN FULL FORCE AND EFFECT AND THE
ACTS CONTEMPLATED BY THE FORMATION AGREEMENT SHALL HAVE BEEN CONSUMMATED IN
ACCORDANCE WITH THE TERMS OF THE FORMATION AGREEMENT, AND THE FORMATION
AGREEMENT SHALL NOT HAVE BEEN AMENDED OR MODIFIED OR ANY CONDITION THEREIN
WAIVED IN ANY RESPECT THAT IS MATERIAL AND ADVERSE TO THE INTERESTS OF THE
LENDERS WITHOUT THE PRIOR WRITTEN CONSENT OF THE JOINT LEADS.
(E)
THE NEWSDAY ASSET CONTRIBUTION AND THE CABLEVISION NOTES
CONTRIBUTIONS SHALL HAVE BEEN MADE TO THE BORROWER AS EQUITY CONTRIBUTIONS AND
THE DISTRIBUTION TO BE MADE BY THE BORROWER TO NEWSDAY INC. SHALL NOT EXCEED
$630,000,000.
34
(F)
THE REPRESENTATIONS AND WARRANTIES MADE BY THE TRIBUNE PARTIES IN
THE FORMATION AGREEMENT RELATING TO NEWSDAY, ITS SUBSIDIARIES AND THEIR
RESPECTIVE BUSINESSES THAT ARE MATERIAL TO THE INTERESTS OF THE LENDERS SHALL BE
TRUE AND CORRECT ON AND AS OF THE CLOSING DATE (EXCEPT WHERE SUCH
REPRESENTATIONS AND WARRANTIES SHALL EXPRESSLY RELATE TO AN EARLIER DATE, IN
WHICH CASE THEY SHALL HAVE BEEN TRUE AND CORRECT AS OF SUCH EARLIER DATE)
UNLESS, AS A RESULT OF ANY FAILURE TO BE SO TRUE AND CORRECT, NMG HOLDINGS DOES
NOT HAVE THE RIGHT TO TERMINATE ITS OBLIGATIONS UNDER THE FORMATION AGREEMENT.
(G)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND EACH OTHER
LOAN PARTY CONTAINED IN ARTICLE V OR ANY OTHER LOAN DOCUMENT, OR WHICH ARE
CONTAINED IN ANY DOCUMENT FURNISHED AT ANY TIME UNDER OR IN CONNECTION HEREWITH
OR THEREWITH, SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF THE LOANS,
EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER
TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT AS OF SUCH
EARLIER DATE; PROVIDED THAT AS A CONDITION PRECEDENT TO THE MAKING OF THE LOANS
ON THE CLOSING DATE, ONLY THOSE OF THE REPRESENTATIONS AND WARRANTIES IN THIS
CLAUSE (G) THAT ARE SPECIFIED REPRESENTATIONS SHALL APPLY. FOR PURPOSES OF THIS
SECTION 4.01(G), "SPECIFIED REPRESENTATIONS" SHALL MEAN THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTIONS 5.01, 5.02 (INSOFAR AS IT RELATES TO ALL
NECESSARY CORPORATE AND OTHER ORGANIZATIONAL ACTION), 5.04 (EXCEPT FOR THE LAST
SENTENCE THEREOF), 5.05 (INSOFAR AS IT RELATES TO COMPLIANCE WITH LAWS), 5.07,
5.12 AND 5.18 (INSOFAR AS IT RELATES TO PERFECTION AND PRIORITY, ONLY WITH
RESPECT TO PROPERTY AS TO WHICH A LIEN CAN BE PERFECTED BY THE FILING OF A UCC
FINANCING STATEMENT OR THE DELIVERY OF STOCK CERTIFICATES