TO GENERAL EQUITABLE PRINCIPLES.
(B)
NO CONFLICTS.
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY,
NOR COMPLIANCE WITH OR FULFILLMENT OF THE TERMS, CONDITIONS AND PROVISIONS
HEREOF, BY ANY OF THE TRUST MEMBERS WILL CONFLICT WITH, RESULT IN A BREACH OF
THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT, AN EVENT OF
DEFAULT OR AN EVENT CREATING RIGHTS OF ACCELERATION, TERMINATION OR CANCELLATION
OR A LOSS OF RIGHTS UNDER (A) THE CONSTITUTIONAL DOCUMENTS OF SUCH TRUST MEMBER,
(B) ANY MATERIAL
5
AGREEMENT, NOTE, INSTRUMENT, MORTGAGE, LEASE, LICENSE, FRANCHISE, PERMIT OR
OTHER AUTHORIZATION, RIGHT, RESTRICTION OR OBLIGATION TO WHICH SUCH TRUST MEMBER
IS A PARTY OR ANY OF ITS RESPECTIVE ASSETS OR BUSINESS IS SUBJECT OR BY WHICH
SUCH TRUST MEMBER IS BOUND, (C) ANY ORDER, WRIT, INJUNCTION OR DECREE TO WHICH
SUCH TRUST MEMBERS IS A PARTY OR ANY OF ITS ASSETS OR BUSINESS IS SUBJECT OR BY
WHICH SUCH TRUST MEMBERS IS BOUND OR (D) ANY APPLICABLE LAWS AFFECTING SUCH
TRUST MEMBERS OR ITS RESPECTIVE ASSETS OR BUSINESS.
(C)
CONSENTS.
NO CONSENT, APPROVAL OR AUTHORIZATION OF, DECLARATION
TO, OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL OR REGULATORY AUTHORITY, OR
ANY OTHER PERSON, IS REQUIRED TO BE MADE OR OBTAINED BY THE TRUST MEMBERS OR ANY
OF THEIR AFFILIATES IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE TRUST MEMBERS OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
(D)
LACK OF KNOWLEDGE OF CERTAIN ACTIONS.
TO THE KNOWLEDGE OF EACH
TRUST MEMBER (I) THE COMPANY, SINCE JANUARY 1, 2005, HAS BEEN OPERATED IN
COMPLIANCE WITH THE OPERATING AGREEMENT IN ALL MATERIAL RESPECTS AND (II)
TRIBUNE HAS NOT ENGAGED AT ANY TIME PRIOR TO THE DATE OF THIS AGREEMENT, AND IS
NOT CURRENTLY ENGAGED AS OF THE DATE HEREOF, IN ANY MISCONDUCT IN ITS CAPACITY
AS MANAGING MEMBER OF THE COMPANY.
3.3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
REPRESENTS AND WARRANTS TO THE TRIBUNE MEMBERS AND THE TRUST MEMBERS AS FOLLOWS:
(A)
ORGANIZATION AND GOOD STANDING.
THE COMPANY IS A LIMITED
LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF DELAWARE AND HAS ALL REQUISITE POWER AND AUTHORITY TO
OWN ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND
AS PRESENTLY PROPOSED TO BE CONDUCTED.
(B)
DUE AUTHORIZATION.
ALL ACTION ON THE PART OF THE COMPANY, ITS
OFFICERS, MANAGERS AND MEMBERS NECESSARY FOR THE AUTHORIZATION, EXECUTION AND
DELIVERY OF, AND THE PERFORMANCE OF ALL OBLIGATIONS OF THE COMPANY UNDER, THIS
AGREEMENT HAS BEEN TAKEN.
THE COMPANY HAS DULY AUTHORIZED, EXECUTED AND
DELIVERED THIS AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING OBLIGATION
OF THE COMPANY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT, AS TO
ENFORCEMENT OF REMEDIES, TO APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM,
REORGANIZATION AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO
GENERAL EQUITABLE PRINCIPLES.
(C)
NO CONFLICTS.
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE