Common use of Conditions Precedent to the Initial Clause in Contracts

Conditions Precedent to the Initial. Revolving Credit A ------------------------------------------------------ Borrowing. The obligation of each of the Revolving Credit A Lenders to make an --------- Acquisitions Advance on the occasion of the initial Revolving Credit A Borrowing is subject to the satisfaction of the following conditions precedent prior to or concurrently with the initial Revolving Credit A Borrowing: (a) The Lenders shall be reasonably satisfied with the organizational and legal structure and capitalization of each of the Loan Parties and IFE and, if and to the extent reasonably requested by the Lenders, each of their respective Subsidiaries (including, without limitation, the terms and conditions of the Constitutive Documents and each class of Equity Interests in each such Loan Party, IFE and each such Subsidiary (including, without limitation, the Series A Preferred Stock) and of each agreement or instrument relating to such structure or capitalization). (b) The Lenders shall have received copies of all of the Transaction Documents at least three Business Days prior to the Phase I Closing Date and shall not, in their reasonable judgment, have objected to any of the terms or conditions thereof; all of the Transaction Documents shall be in full force and effect in the form so received by the Lenders; Liberty IFE shall have contributed to Fox Kids all of the debt securities of, and Equity Interests in, IFE owned or otherwise held by it in exchange for shares of the Series A Preferred Stock; and all of the Acquisitions and the Reorganization shall have been consummated or shall be consummated concurrently with the initial Revolving Credit A Borrowing in accordance with the terms of the applicable Transaction Documents (without any waiver or amendment of any term or condition in any such Transaction Document not consented to by the Lenders) and in compliance with all applicable Requirements of Law. (c) All of the Governmental Authorizations, and all of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby, other than the Governmental Authorizations, and the consents, approvals, authorizations, notices, filings and other actions described on Part B of Schedule 4.01(d) hereto, shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby. (d) Before giving effect and immediately after giving pro forma effect to the Transaction, no material adverse change shall have occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of Fox Kids, IFE and their respective Subsidiaries, taken as a whole, since December 31, 1996. (e) There shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of each of the Borrowers, threatened against or affecting any of the Loan Parties or any of their respective Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) in which there is a reasonable likelihood of an adverse determination and which purports to affect the legality, validity, binding effect or enforceability of any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby. (f) All of the Indebtedness of Fox Kids and its Subsidiaries in existence on the Phase I Closing Date, other than the Indebtedness of Fox Kids or any such Subsidiary described on Schedule 4.01(kk) hereto (the "FCN HOLDING/SABAN SURVIVING INDEBTEDNESS"), shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, and all commitments therefor shall have been terminated; Fox Kids shall have issued one or more FBC Subordinated Notes to FBC in an aggregate principal amount of at least $104,573,000 as consideration for the contribution of FBC of all of its member interests in Fox Kids LLC and in satisfaction in full of all outstanding Indebtedness of Fox Kids LLC to FBC on the Phase I Closing Date; and all of the FCN Holding/Saban Surviving Indebtedness and all of the FBC Subordinated Notes Documents shall be on terms and conditions reasonably satisfactory to the Lenders. (g) All of the accrued fees and expenses of the Agents and the Lenders (including, without limitation, all of the accrued fees and expenses of counsel for the Agents and local, foreign and intellectual property counsel for the Lenders) that are required to be paid by Fox Kids or any of its Affiliates shall have been paid in full. (h) The Administrative Agent shall have received on or before the Phase I Closing Date the following, each dated such date (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Revolving Credit A Notes) in sufficient copies for each of the Lenders: (i) The Revolving Credit A Notes, payable to the order of the Revolving Credit A Lenders. (ii) Certified copies of the resolutions of the board of directors (or persons performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) approving each of the Loan Documents and the Transaction Documents to which it is or is to be a party, the consummation of each aspect of the Transaction involving or affecting such Phase I Loan Party and the other transactions contemplated by any of the foregoing, and of all documents evidencing necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to any of the Loan Documents or the Transaction Documents to which it is or is to be a party, the consummation of any aspect of the Transaction involving or affecting such Phase I Loan Party or any of the other transactions contemplated by any of the foregoing. (iii) A copy of all of the Constitutive Documents of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, and each amendment thereto, certified (as of a date reasonably near the Phase I Closing Date) as being a true and complete copy thereof by the Secretary of State (or similar Governmental Authority) of the jurisdiction of organization of such Person. (iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, listing the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party or such Subsidiary and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) and certifying that (A) such amendments are the only amendments to such Person's certificate or articles of incorporation (or similar Constitutive Document) on file in its office, (B) such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (v) Copies of certificates of the Secretary of State (or the equivalent Governmental Authority) of each jurisdiction in which any of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) or, if and to the extent requested by the Lenders, any of their respective Subsidiaries is qualified or licensed as a foreign corporation, partnership, limited liability company or other Person, except where the failure to so qualify or be licensed, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, in each case dated reasonably near the Phase I Closing Date and stating that such Person is duly qualified and in good standing as a foreign corporation, partnership, limited liability company or other Person in such jurisdiction and has filed all annual reports required to be filed, and has paid all franchise taxes (or the equivalent thereof) required to be paid, in such jurisdiction to the date of such certificate. (vi) A certificate of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇), signed on behalf of such Phase I Loan Party by its President or a Vice President and its Secretary or an Assistant Secretary (or the persons performing similar functions), dated the Phase I Closing Date (the statements made in which certificate shall be true on and as of the Phase I Closing Date), certifying as to: (A) the absence of any amendments to the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party since the date of the Secretary of State's (or equivalent Governmental Authority's) certificate referred to in clause (iv) of this Section 3.01(h), or any steps taken by the board of directors (or persons performing similar functions) or the shareholders, partners, members or equivalent persons of such Phase I Loan Party to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws (or similar Constitutive Documents) of such Phase I Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Phase I Loan Party referred to in clause (ii) of this Section 3.01(h) were adopted and on the Phase I Closing Date (a copy of which shall be attached to such certificate); (C) the due organization and good standing of such Phase I Loan Party as a Person organized under the laws of the jurisdiction of its organization, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of such Phase I Loan Party or any of its Subsidiaries; (D) the absence of any change in the jurisdiction of organization of such Phase I Loan Party and, except as part of the Transaction, (i) any merger, consolidation or other similar transaction directly or indirectly involving such Phase I Loan Party or (ii) any issuance or sale of any Equity Interests in such Phase I Loan Party, in each case since December 31, 1996; (E) the legal and beneficial ownership by such Phase I Loan Party of all of the Collateral in which it has purported to have granted a lien and security interest to the Administrative Agent, on behalf of the Secured Parties, under the Collateral Documents, free and clear of all Liens, except for the liens and security interests created or expressly permitted under the Loan Documents; (F) the accuracy in all material respects of the representations and warranties made by such Phase I Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Phase I Closing Date, before and after giving effect to the initial Revolving Credit A Borrowing and to the application of proceeds therefrom; and (G) the absence of any event occurring and continuing, or resulting from the initial Revolving Credit A Borrowing, or the application of proceeds therefrom, that would constitute a Default. (vii) A certificate of the Secretary or an Assistant Secretary (or a person performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) certifying the names and true signatures of the officers of such Phase I Loan Party authorized to sign each of the Loan Documents and the Transaction Documents to which it is or is to be a party and the other agreements, instruments and documents to be delivered hereunder and thereunder. (viii) A security agreement, in substantially the form of Exhibit D-1 hereto (together with each other security agreement delivered pursuant to Section 5.01(q) and each Security Agreement Supplement and each other security agreement delivered pursuant to Section 5.02(k), in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 9.01, the "SECURITY AGREEMENT"), duly executed by each of the Phase I Loan Parties (other than the Equity Investors), together with: (A) certificates representing the Initial Pledged Interests referred to therein, accompanied by undated stock powers or other appropriate powers, duly executed in blank; (B) instruments evidencing the Initial Pledged Indebtedness referred to therein, duly endorsed in blank; (1) completed requests for information, dated reasonably near the Phase I Closing Date, listing all of the effective financing statements filed in the jurisdictions referred to in subclause (viii)(D) or (viii)(E) of this Section 3.01(h) that name any of the Phase I Loan Parties (other than the Equity Investors) as debtor, together with copies of all such effective financing statements, and (2) copyright search reports prepared by Federal Research Corporation, Thomson & Thomson or any other Person reasonably acceptable to the Administrative Agent, dated reasonably near the Phase I Closing Date, that reflect any existing Liens on the Copyrights, Patents or Trademarks of any of the Phase I Loan Parties described in the Security Agreement on record in the United States Copyright Office or the United States Patent and Trademark Office; (D) proper termination statements (Form UCC-3 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on and security interests in the Collateral described in the Security Agreement, in each case completed in a manner satisfactory to the Lenders and duly executed by the appropriate secured party; (E) proper financing statements (Form UCC-1 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect the liens and security interests created or purported to be created under the Security Agreement, covering the Collateral described therein, in each case completed in a manner satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party; (F) IP Collateral Assignments--Short Form, covering all of the Copyrights, Patents, if any, and Trademarks of each of the applicable Phase I Loan Parties, duly executed by the applicable Phase I Loan Party; (G) copies of the Assigned Agreements referred to in the Security Agreement, in each case (to the extent required under the terms of the Security Agreement) together with (1) to the extent required under the terms of the Security Agreement, a consent to the assignment thereof to the Administrative Agent, on behalf of the Secured Parties, in form and substance reasonably satisfactory to the Lenders and duly executed by each of the parties to such Assigned Agreement other than any of the Phase I Loan Parties party to such Assigned Agreement and (2) if reasonably requested by the Lenders, notice from the applicable Phase I Loan Party to each of the other parties to such Assigned Agreement, in form and substance reasonably satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party, of the assignment of such Assigned Agreement and the rights and interest of such Phase I Loan Party thereunder to the Administrative Agent, on behalf of the Secured

Conditions Precedent to the Initial. Revolving Credit A B ------------------------------------------------------ Borrowing and/or Term Borrowing. The obligation of each of the Revolving Credit A Appropriate ------------------------------- Lenders to make an --------- Acquisitions Advance one or more Advances on the occasion of the initial Revolving Credit A B Borrowing and/or the initial Term Borrowing is subject to the satisfaction of the following conditions precedent prior to or concurrently with the initial Revolving Credit A B Borrowing and/or the initial Term Borrowing: (a) The Lenders shall be reasonably satisfied with the organizational and legal structure and capitalization of each of the Loan Parties and IFE and, if and to the extent reasonably requested by the Lenders, each of their respective Subsidiaries (including, without limitation, the terms and conditions of the Constitutive Documents and each class of Equity Interests in each such Loan Party, IFE and each such Subsidiary (including, without limitation, the Series A Preferred Stock) and of each agreement or instrument relating to such structure or capitalization). (b) The Lenders shall have received copies of all of the Transaction Documents at least three Business Days prior to the Phase I Closing Date and shall not, in their reasonable judgment, have objected to any of the terms or conditions thereof; all All of the Transaction Documents shall be remain in full force and effect in the form so received by the Lenders; Liberty IFE shall have contributed Original Lender on or prior to Fox Kids all of the debt securities of, and Equity Interests in, IFE owned or otherwise held by it Phase I Closing Date (unless any such Transaction Document has expired in exchange for shares of accordance with its terms prior to the Series A Preferred StockPhase II Closing Date); and all of the Acquisitions and the Reorganization Merger shall have been consummated or shall be consummated concurrently with the initial Revolving Credit A B Borrowing and/or the initial Term Borrowing in accordance with the terms of the applicable Transaction Documents Merger Agreement and the Consent (without any waiver or amendment of any term or condition in any such Transaction Document the Merger Agreement or the Consent not consented to by the Lenders) and in compliance with all applicable Requirements of Law. (c) All of the Governmental Authorizations, and all of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby, other than the Governmental Authorizations, and the consents, approvals, authorizations, notices, filings and other actions described on Part B of Schedule 4.01(d) hereto, thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby. (d) Before giving effect and immediately after giving pro forma effect to the Transaction, no material adverse change shall have occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of Fox Kids, IFE and their respective Subsidiaries, taken as a whole, since December 31, 1996. No additional information relating to IFE or any of its Subsidiaries or to any aspect of the Transaction shall have come to the attention of the Lenders since the Phase I Closing Date that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (e) There shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of each of the Borrowers, threatened against or affecting any of the Loan Parties Parties, IFE or any of their respective Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) in which there is a reasonable likelihood of an adverse determination and which purports to affect the legality, validity, binding effect or enforceability of any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby. (f) All of the Indebtedness of Fox Kids Kids, IFE and its their respective Subsidiaries in existence on the Phase I II Closing Date, other than the Indebtedness of Fox Kids Kids, IFE or any such Subsidiary described on Schedule 4.01(kk) hereto (the "FCN HOLDING/SABAN SURVIVING INDEBTEDNESS"), shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, and all commitments therefor shall have been terminated; and all of the Surviving Indebtedness shall be on terms and conditions reasonably satisfactory to the Lenders. (g) Fox Kids shall have issued one or more FBC received at least $345,513,864 in Net Cash Proceeds from the issuance and sale of the NAHI Subordinated Notes to FBC in an aggregate principal amount of at least $104,573,000 as consideration for the contribution of FBC of NAHI, all of its member interests which shall have been used or shall be used concurrently with the initial Revolving Credit B Borrowing and/or the initial Term Borrowing to finance in Fox Kids LLC part the Merger and to pay fees and expenses incurred in satisfaction in full connection with the consummation of all outstanding Indebtedness of Fox Kids LLC to FBC on the Phase I Closing DateTransaction; and all of the FCN Holding/Saban Surviving Indebtedness and all of the FBC NAHI Subordinated Notes Documents shall be on terms and conditions reasonably satisfactory to the Lenders. (gh) All of the accrued fees and expenses of the Agents and the Lenders (including, without limitation, all of the accrued fees and expenses of counsel for the Agents and local, foreign and intellectual property counsel for the Lenders) that are required to be paid by Fox Kids or any of its Affiliates shall have been paid in full. (hi) The Administrative Agent shall have received on or before the Phase I II Closing Date the following, each dated such date (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Revolving Credit A Notes) in sufficient copies for each of the Lenders: (i) The Revolving Credit A Notes, payable to the order of the Revolving Credit A Lenders, the Revolving Credit B Notes, payable to the order of the Revolving Credit B Lenders, and the Term Notes, payable to the order of the Term Lenders, respectively. (ii) Certified copies of the resolutions of the board of directors (or persons performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and IFE approving each of the Loan Documents and the Transaction Documents to which it is or is to be a party, the consummation of each aspect of the Transaction involving or affecting such Phase I Loan Party or IFE and the other transactions contemplated by any of the foregoing, and of all documents evidencing necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to any of the Loan Documents or the Transaction Documents to which it is or is to be a party, the consummation of any aspect of the Transaction involving or affecting such Phase I Loan Party or IFE or any of the other transactions contemplated by any of the foregoing. (iiiA) A copy of all of the Constitutive Documents of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and IFE and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, and each amendment thereto, certified (as of a date reasonably near the Phase I Closing Date or, in the case of IFE and its Subsidiaries, the Phase II Closing Date) as being a true and complete copy thereof by the Secretary of State (or similar Governmental Authority) of the jurisdiction of organization of such PersonPerson and (B) evidence reasonably satisfactory to the Lenders of the recording of a certified copy of the certificate of incorporation of the Surviving Corporation with the Secretary of State of the State of Delaware. (iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and IFE and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, dated reasonably near the Phase I Closing Date or, in the case of IFE and its Subsidiaries, the Phase II Closing Date, listing the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party Party, IFE or such Subsidiary and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) and certifying that (A) such amendments are the only amendments to such Person's certificate or articles of incorporation (or similar Constitutive Document) on file in its office, (B) such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (v) Copies A certified copy of certificates the certificate of merger or other confirmation from the Secretary of State of the State of Delaware reasonably satisfactory to the Lenders of the consummation of the Merger. (vi) A copy of the certificate of the Secretary of State (or the equivalent Governmental Authority) of each jurisdiction in which any of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) or), if and to the extent requested by the Lenders, IFE or any of their respective Subsidiaries is qualified or licensed as a foreign corporation, partnership, limited liability company or other Person, except where the failure to so qualify or be licensed, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, in each case dated reasonably near the Phase I Closing Date or, in the case of IFE and its Subsidiaries, the Phase II Closing Date and stating that such Person is duly qualified and in good standing as a foreign corporation, partnership, limited liability company or other Person in such jurisdiction and has filed all annual reports required to be filed, and has paid all franchise taxes (or the equivalent thereof) required to be paid, in such jurisdiction to the date of such certificate. (vivii) A certificate of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇)) and IFE, signed on behalf of such Phase I Loan Party or IFE by its President or a Vice President and its Secretary or an Assistant Secretary (or the persons performing similar functions), dated the Phase I II Closing Date (the statements made in which certificate shall be true on and as of the Phase I II Closing Date), certifying as to: (A) the absence of any amendments to the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party or IFE since the date of the Secretary of State's (or equivalent Governmental Authority's) certificate referred to in clause (iv) of this Section 3.01(h3.01(i), or any steps taken by the board of directors (or persons performing similar functions) or the shareholders, partners, members or equivalent persons of such Phase I Loan Party or IFE to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws (or similar Constitutive Documents) of such Phase I Loan Party or IFE as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Phase I Loan Party or IFE referred to in clause (ii) of this Section 3.01(h3.01(i) were adopted and on the Phase I II Closing Date (a copy of which shall be attached to such certificate); (C) the due organization and good standing of such Phase I Loan Party or IFE as a Person organized under the laws of the jurisdiction of its organization, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence (except as a result of the consummation of the Merger) of such Phase I Loan Party or IFE or any of its their respective Subsidiaries; (D) the absence of any change in the jurisdiction of organization of such Phase I Loan Party andor IFE or, except as part of the Transaction, (i) any merger, consolidation or other similar transaction directly or indirectly involving such Phase I Loan Party or IFE or (ii) any issuance or sale of any Equity Interests in such Phase I Loan PartyParty or IFE, in each case since December 31, 1996; (E) the legal and beneficial ownership by such Phase I Loan Party or IFE of all of the Collateral in which it (or, in the case of IFE, the Surviving Corporation) has purported to have granted a lien and security interest to the Administrative Agent, on behalf of the Secured Parties, under the Collateral Documents, free and clear of all Liens, except for the liens and security interests created or expressly permitted under the Loan Documents; (F) except in the case of IFE, the accuracy in all material respects of the representations and warranties made by such Phase I Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Phase I II Closing Date, before and after giving effect to all of the initial Revolving Credit A Borrowing Borrowings to be made on the Phase II Closing Date and to the application of proceeds therefrom; and (G) except in the case of IFE, the absence of any event occurring and continuing, or resulting from any of the initial Revolving Credit A Borrowing, Borrowings to be made on the Phase II Closing Date or the application of proceeds therefrom, that would constitute a Default. (viiviii) A certificate of the Secretary or an Assistant Secretary (or a person performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) certifying the names and true signatures of the officers of such Phase I Loan Party authorized to sign each of the Loan Documents and the Transaction Documents to which it is or is to be a party and the other agreements, instruments and documents to be delivered hereunder and thereunder. (viiiix) A An amended and restated security agreement, in substantially the form of Exhibit D-1 hereto (together with each other security agreement delivered pursuant to Section 5.01(q) and each Security Agreement Supplement and each other security agreement delivered pursuant to Section 5.02(k), in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 9.01, the "SECURITY AGREEMENT"), duly executed by each of the Phase I Loan Parties (other than the Equity Investors), together with:with (unless otherwise delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Lenders, in connection with the Phase I Closing Date): (A) certificates representing the Initial Pledged Interests referred to therein, accompanied by undated stock powers or other appropriate powers, duly executed in blank; (B) instruments evidencing the Initial Pledged Indebtedness referred to therein, duly endorsed in blank; (C) (1) completed requests for information, dated reasonably near the Phase I Closing Date or, in the case of IFE and its Subsidiaries, the Phase II Closing Date, listing all of the effective financing statements filed in the jurisdictions referred to in subclause (viii)(Dix)(D) or (viii)(Eix)(E) of this Section 3.01(h3.01(i) that name any of the Phase I Loan Parties (other than the Equity Investors) or IFE as debtor, together with copies of all such effective financing statements, and (2) copyright search reports prepared by Federal Research Corporation, Thomson & Thomson or any other Person reasonably acceptable to the Administrative Agent, dated reasonably near the Phase I Closing Date, that reflect any existing Liens on the Copyrights, Patents or Trademarks of any of the Phase I Loan Parties described in (other than the Security Agreement Surviving Corporation and its Subsidiaries) on record in the United States Copyright Office or the United States Patent and Trademark Office; (D) proper termination statements (Form UCC-3 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on and security interests in the Collateral described in the Security Agreement, in each case completed in a manner satisfactory to the Lenders and duly executed by the appropriate secured party; (E) proper financing statements (Form UCC-1 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect the liens and security interests created or purported to be created under the Security Agreement, covering the Collateral described therein, in each case completed in a manner satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party; (F) IP Collateral Assignments--Short Form, covering all of the Copyrights, Patents, if any, and Trademarks of each of the applicable Phase I Loan Parties, duly executed by the applicable Phase I Loan Party; (G) copies of the Assigned Agreements referred to in the Security Agreement, in each case (to the extent required under the terms of the Security Agreement) together with (1) to the extent required under the terms of the Security Agreement, a consent to the assignment thereof to the Administrative Agent, on behalf of the Secured Parties, in form and substance reasonably satisfactory to the Lenders and duly executed by each of the parties to such Assigned Agreement other than any of the Phase I Loan Parties party to such Assigned Agreement and (2) if reasonably requested by the Lenders, notice from the applicable Phase I Loan Party to each of the other parties to such Assigned Agreement, in form and substance reasonably satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party, of the assignment of such Assigned Agreement and the rights and interest of such Phase I Loan Party thereunder to the Administrative Agent, on behalf of the Secured th

Conditions Precedent to the Initial. Revolving Credit A ------------------------------------------------------ BorrowingAdvance and the Initial Letter of Credit. The Lender's obligation of each of the Revolving Credit A Lenders to make an --------- Acquisitions Advance on the occasion of the initial Revolving Advance or to cause to be issued the initial Letter of Credit A Borrowing is hereunder shall be subject to the satisfaction condition precedent that the Lender shall have received all of the following conditions precedent prior following, each in form and substance satisfactory to or concurrently with the initial Revolving Credit A BorrowingLender: (a) The Lenders shall be reasonably satisfied with the organizational and legal structure and capitalization of each of the Loan Parties and IFE andThis Agreement, if and to the extent reasonably requested properly executed by the Lenders, each of their respective Subsidiaries (including, without limitation, the terms and conditions of the Constitutive Documents and each class of Equity Interests in each such Loan Party, IFE and each such Subsidiary (including, without limitation, the Series A Preferred Stock) and of each agreement or instrument relating to such structure or capitalization)Borrower. (b) The Lenders shall have received copies of all of the Transaction Documents at least three Business Days prior to the Phase I Closing Date and shall notNote, in their reasonable judgment, have objected to any of the terms or conditions thereof; all of the Transaction Documents shall be in full force and effect in the form so received properly executed by the Lenders; Liberty IFE shall have contributed to Fox Kids all of the debt securities of, and Equity Interests in, IFE owned or otherwise held by it in exchange for shares of the Series A Preferred Stock; and all of the Acquisitions and the Reorganization shall have been consummated or shall be consummated concurrently with the initial Revolving Credit A Borrowing in accordance with the terms of the applicable Transaction Documents (without any waiver or amendment of any term or condition in any such Transaction Document not consented to by the Lenders) and in compliance with all applicable Requirements of LawBorrower. (c) All A true and correct copy of the Governmental Authorizations, any and all of leases pursuant to which the consentsBorrower is leasing the Premises, approvals together with a landlord's disclaimer and authorizations of, and notices and filings consent with respect to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby, other than the Governmental Authorizations, and the consents, approvals, authorizations, notices, filings and other actions described on Part B of Schedule 4.01(d) hereto, shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated therebyeach such lease. (d) Before giving effect A true and immediately after giving pro forma effect correct copy of any and all agreements pursuant to which the Borrower's property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee's acknowledgment and waiver of liens, (ii) UCC financing statements sufficient to protect the Borrower's and the Lender's interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the TransactionBorrower's other than the Borrower, no material adverse change shall have occurred or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower's and the Lender's interests in the business, condition (financial or otherwise), operations, performance, properties or prospects of Fox Kids, IFE and their respective Subsidiaries, taken as a whole, since December 31, 1996Borrower's goods from any claim by such secured party. (e) There shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge An acknowledgment and waiver of liens from each of the Borrowers, threatened against or affecting any of the Loan Parties or any of their respective Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) warehouse in which there the Borrower is a reasonable likelihood of an adverse determination and which purports to affect the legality, validity, binding effect or enforceability of any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated therebystoring Inventory. (f) All A true and correct copy of any and all agreements pursuant to which the Indebtedness Borrower's property is in the possession of Fox Kids and its Subsidiaries in existence on the Phase I Closing Date, any Person other than the Indebtedness of Fox Kids or any such Subsidiary described on Schedule 4.01(kk) hereto (the "FCN HOLDING/SABAN SURVIVING INDEBTEDNESS")Borrower, shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, and all commitments therefor shall have been terminated; Fox Kids shall have issued one or more FBC Subordinated Notes to FBC in an aggregate principal amount of at least $104,573,000 as consideration for the contribution of FBC of all of its member interests in Fox Kids LLC and in satisfaction in full of all outstanding Indebtedness of Fox Kids LLC to FBC on the Phase I Closing Date; and all of the FCN Holding/Saban Surviving Indebtedness and all of the FBC Subordinated Notes Documents shall be on terms and conditions reasonably satisfactory to the Lenders. (g) All of the accrued fees and expenses of the Agents and the Lenders (including, without limitation, all of the accrued fees and expenses of counsel for the Agents and local, foreign and intellectual property counsel for the Lenders) that are required to be paid by Fox Kids or any of its Affiliates shall have been paid in full. (h) The Administrative Agent shall have received on or before the Phase I Closing Date the following, each dated such date (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Revolving Credit A Notes) in sufficient copies for each of the Lenders: (i) The Revolving Credit A Notes, payable to the order of the Revolving Credit A Lenders. (ii) Certified copies of the resolutions of the board of directors (or persons performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) approving each of the Loan Documents and the Transaction Documents to which it is or is to be a party, the consummation of each aspect of the Transaction involving or affecting such Phase I Loan Party and the other transactions contemplated by any of the foregoing, and of all documents evidencing necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to any of the Loan Documents or the Transaction Documents to which it is or is to be a party, the consummation of any aspect of the Transaction involving or affecting such Phase I Loan Party or any of the other transactions contemplated by any of the foregoing. (iii) A copy of all of the Constitutive Documents of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, and each amendment thereto, certified (as of a date reasonably near the Phase I Closing Date) as being a true and complete copy thereof by the Secretary of State (or similar Governmental Authority) of the jurisdiction of organization of such Person. (iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, listing the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party or such Subsidiary and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) and certifying that (A) such amendments are the only amendments to such Person's certificate or articles of incorporation (or similar Constitutive Document) on file in its office, (B) such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (v) Copies of certificates of the Secretary of State (or the equivalent Governmental Authority) of each jurisdiction in which any of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) or, if and to the extent requested by the Lenders, any of their respective Subsidiaries is qualified or licensed as a foreign corporation, partnership, limited liability company or other Person, except where the failure to so qualify or be licensed, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, in each case dated reasonably near the Phase I Closing Date and stating that such Person is duly qualified and in good standing as a foreign corporation, partnership, limited liability company or other Person in such jurisdiction and has filed all annual reports required to be filed, and has paid all franchise taxes (or the equivalent thereof) required to be paid, in such jurisdiction to the date of such certificate. (vi) A certificate of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇), signed on behalf of such Phase I Loan Party by its President or a Vice President and its Secretary or an Assistant Secretary (or the persons performing similar functions), dated the Phase I Closing Date (the statements made in which certificate shall be true on and as of the Phase I Closing Date), certifying as to: (A) the absence of any amendments to the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party since the date of the Secretary of State's (or equivalent Governmental Authority's) certificate referred to in clause (iv) of this Section 3.01(h), or any steps taken by the board of directors (or persons performing similar functions) or the shareholders, partners, members or equivalent persons of such Phase I Loan Party to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws (or similar Constitutive Documents) of such Phase I Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Phase I Loan Party referred to in clause (ii) of this Section 3.01(h) were adopted and on the Phase I Closing Date (a copy of which shall be attached to such certificate); (C) the due organization and good standing of such Phase I Loan Party as a Person organized under the laws of the jurisdiction of its organization, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of such Phase I Loan Party or any of its Subsidiaries; (D) the absence of any change in the jurisdiction of organization of such Phase I Loan Party and, except as part of the Transactiontogether with, (i) any mergeran acknowledgment and waiver of liens from each subcontractor who has possession of the Borrower's goods from time to time, consolidation or other similar transaction directly or indirectly involving such Phase I Loan Party or (ii) any issuance or sale of any Equity Interests UCC financing statements sufficient to protect the Borrower's and the Lender's interests in such Phase I Loan Partygoods, in each case since December 31, 1996; and (Eiii) the legal and beneficial ownership by UCC searches showing that no other secured party has filed a financing statement covering such Phase I Loan Party of all of the Collateral in which it has purported to have granted a lien and security interest to the Administrative Agent, on behalf of the Secured Parties, under the Collateral Documents, free and clear of all Liens, except for the liens and security interests created or expressly permitted under the Loan Documents; (F) the accuracy in all material respects of the representations and warranties made by such Phase I Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Phase I Closing Date, before and after giving effect to the initial Revolving Credit A Borrowing and to the application of proceeds therefrom; and (G) the absence of any event occurring and continuing, or resulting from the initial Revolving Credit A Borrowing, or the application of proceeds therefrom, that would constitute a Default. (vii) A certificate of the Secretary or an Assistant Secretary (or a person performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) certifying the names and true signatures of the officers of such Phase I Loan Party authorized to sign each of the Loan Documents and the Transaction Documents to which it is or is to be a party and the other agreements, instruments and documents to be delivered hereunder and thereunder. (viii) A security agreement, in substantially the form of Exhibit D-1 hereto (together with each other security agreement delivered pursuant to Section 5.01(q) and each Security Agreement Supplement and each other security agreement delivered pursuant to Section 5.02(k), in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 9.01, the "SECURITY AGREEMENT"), duly executed by each of the Phase I Loan Parties (Person's property other than the Equity Investors)Borrower, together with: (A) certificates representing or if there exists any such secured party, evidence that each such secured party has received notice from the Initial Pledged Interests referred Borrower and the Lender sufficient to therein, accompanied by undated stock powers or other appropriate powers, duly executed in blank; (B) instruments evidencing protect the Initial Pledged Indebtedness referred to therein, duly endorsed in blank; (1) completed requests for information, dated reasonably near Borrower's and the Phase I Closing Date, listing all of the effective financing statements filed in the jurisdictions referred to in subclause (viii)(D) or (viii)(E) of this Section 3.01(h) that name any of the Phase I Loan Parties (other than the Equity Investors) as debtor, together with copies of all such effective financing statements, and (2) copyright search reports prepared by Federal Research Corporation, Thomson & Thomson or any other Person reasonably acceptable to the Administrative Agent, dated reasonably near the Phase I Closing Date, that reflect any existing Liens on the Copyrights, Patents or Trademarks of any of the Phase I Loan Parties described in the Security Agreement on record in the United States Copyright Office or the United States Patent and Trademark Office; (D) proper termination statements (Form UCC-3 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on and security Lender's interests in the Collateral described in the Security Agreement, in each case completed in a manner satisfactory to the Lenders and duly executed Borrower's goods from any claim by the appropriate such secured party; (E) proper financing statements (Form UCC-1 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect the liens and security interests created or purported to be created under the Security Agreement, covering the Collateral described therein, in each case completed in a manner satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party; (F) IP Collateral Assignments--Short Form, covering all of the Copyrights, Patents, if any, and Trademarks of each of the applicable Phase I Loan Parties, duly executed by the applicable Phase I Loan Party; (G) copies of the Assigned Agreements referred to in the Security Agreement, in each case (to the extent required under the terms of the Security Agreement) together with (1) to the extent required under the terms of the Security Agreement, a consent to the assignment thereof to the Administrative Agent, on behalf of the Secured Parties, in form and substance reasonably satisfactory to the Lenders and duly executed by each of the parties to such Assigned Agreement other than any of the Phase I Loan Parties party to such Assigned Agreement and (2) if reasonably requested by the Lenders, notice from the applicable Phase I Loan Party to each of the other parties to such Assigned Agreement, in form and substance reasonably satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party, of the assignment of such Assigned Agreement and the rights and interest of such Phase I Loan Party thereunder to the Administrative Agent, on behalf of the Secured .

Conditions Precedent to the Initial. Revolving Credit A ------------------------------------------------------ BorrowingAdvance and the Initial Letter of Credit. The Lender's obligation of each of the Revolving Credit A Lenders to make an --------- Acquisitions Advance on the occasion of the initial Revolving Advance or to issue the initial Letter of Credit A Borrowing is hereunder shall be subject to the satisfaction condition precedent that the Lender shall have received all of the following conditions precedent prior following, each in form and substance satisfactory to or concurrently with the initial Revolving Credit A BorrowingLender: (a) The Lenders shall be reasonably satisfied with the organizational and legal structure and capitalization of each of the Loan Parties and IFE andThis Agreement, if and to the extent reasonably requested properly executed by the Lenders, each of their respective Subsidiaries (including, without limitation, the terms and conditions of the Constitutive Documents and each class of Equity Interests in each such Loan Party, IFE and each such Subsidiary (including, without limitation, the Series A Preferred Stock) and of each agreement or instrument relating to such structure or capitalization)Borrower. (b) The Lenders shall have received copies of all of the Transaction Documents at least three Business Days prior to the Phase I Closing Date and shall notNote, in their reasonable judgment, have objected to any of the terms or conditions thereof; all of the Transaction Documents shall be in full force and effect in the form so received properly executed by the Lenders; Liberty IFE shall have contributed to Fox Kids all of the debt securities of, and Equity Interests in, IFE owned or otherwise held by it in exchange for shares of the Series A Preferred Stock; and all of the Acquisitions and the Reorganization shall have been consummated or shall be consummated concurrently with the initial Revolving Credit A Borrowing in accordance with the terms of the applicable Transaction Documents (without any waiver or amendment of any term or condition in any such Transaction Document not consented to by the Lenders) and in compliance with all applicable Requirements of LawBorrower. (c) All An acknowledgment and agreement from each licensor in favor of the Governmental AuthorizationsLender, together with a true, correct and complete copy of all of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby, other than the Governmental Authorizations, and the consents, approvals, authorizations, notices, filings and other actions described on Part B of Schedule 4.01(d) hereto, shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated therebylicense agreements. (d) Before giving effect and immediately after giving pro forma effect to The Collateral Account Agreement, properly executed by the Transaction, no material adverse change shall have occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of Fox Kids, IFE and their respective Subsidiaries, taken as a whole, since December 31, 1996Borrower. (e) There shall exist no actionThe Trademark Security Agreement, suit, investigation, litigation, arbitration or proceeding pending or, to properly executed by the best knowledge of each of the Borrowers, threatened against or affecting any of the Loan Parties or any of their respective Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) in which there is a reasonable likelihood of an adverse determination and which purports to affect the legality, validity, binding effect or enforceability of any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated therebyBorrower. (f) All Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against the Borrower, (ii) no financing statements or assignments of patents or trademarks have been filed and remain in effect against the Borrower except those financing statements and assignments of patents or trademarks relating to Permitted Liens or to liens held by Persons who have agreed in writing that upon receipt of proceeds of the Indebtedness Advances, they will deliver UCC releases and/or terminations and releases of Fox Kids and its Subsidiaries in existence on the Phase I Closing Date, other than the Indebtedness such assignments of Fox Kids patents or any such Subsidiary described on Schedule 4.01(kk) hereto (the "FCN HOLDING/SABAN SURVIVING INDEBTEDNESS"), shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, and all commitments therefor shall have been terminated; Fox Kids shall have issued one or more FBC Subordinated Notes to FBC in an aggregate principal amount of at least $104,573,000 as consideration for the contribution of FBC of all of its member interests in Fox Kids LLC and in satisfaction in full of all outstanding Indebtedness of Fox Kids LLC to FBC on the Phase I Closing Date; and all of the FCN Holding/Saban Surviving Indebtedness and all of the FBC Subordinated Notes Documents shall be on terms and conditions reasonably trademarks satisfactory to the LendersLender, and (iii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (g) All A certificate of the accrued Borrower's secretary certifying as to (i) the resolutions of the Borrower's directors and if required, shareholders, authorizing the execution, delivery and performance of the Loan Documents, (ii) the Borrower's articles of incorporation and bylaws, and (iii) the signatures of the Borrower's officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower's behalf. (h) For the Borrower, a current certificate issued by the Secretary of State of its jurisdiction of organization, certifying that it is in good standing in such State. (i) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (j) An opinion of counsel to the Borrower, addressed to the Lender. (k) Certificates of the insurance required hereunder, with all hazard insurance containing a lender's loss payable endorsement in the Lender's favor and with all liability insurance naming the Lender as an additional insured. (l) Payment of the fees and expenses commissions due through the date of the Agents and the Lenders (including, without limitation, all initial Advance or Letter of the accrued fees Credit under Section 2.8 and expenses of counsel for incurred by the Agents Lender through such date and local, foreign and intellectual property counsel for the Lenders) that are required to be paid by Fox Kids or any the Borrower under Section 9.8, including all legal expenses incurred through the date of its Affiliates shall have been paid in fullthis Agreement. (hm) The Administrative Agent Evidence that after making the initial Revolving Advance and satisfying all obligations under the Old Credit Documents, trade payables unpaid more than forty-five (45) days after their stated due date, any book overdrafts and all costs incurred in connection with this Agreement, Availability shall have received on or before the Phase I Closing Date the following, each dated such date (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified) and (except for the Revolving Credit A Notes) in sufficient copies for each of the Lenders: (i) The Revolving Credit A Notes, payable to the order of the Revolving Credit A Lendersbe not less than $500,000. (iin) Certified copies of Such other documents as the resolutions of the board of directors (or persons performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) approving each of the Loan Documents and the Transaction Documents to which it is or is to be a party, the consummation of each aspect of the Transaction involving or affecting such Phase I Loan Party and the other transactions contemplated by any of the foregoing, and of all documents evidencing necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to any of the Loan Documents or the Transaction Documents to which it is or is to be a party, the consummation of any aspect of the Transaction involving or affecting such Phase I Loan Party or any of the other transactions contemplated by any of the foregoing. (iii) A copy of all of the Constitutive Documents of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, and each amendment thereto, certified (as of a date reasonably near the Phase I Closing Date) as being a true and complete copy thereof by the Secretary of State (or similar Governmental Authority) of the jurisdiction of organization of such Person. (iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, listing the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party or such Subsidiary and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) and certifying that (A) such amendments are the only amendments to such Person's certificate or articles of incorporation (or similar Constitutive Document) on file Lender in its office, (B) such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) such Person is duly organized and is in good standing under the laws of the jurisdiction of its organizationsole discretion may require. (v) Copies of certificates of the Secretary of State (or the equivalent Governmental Authority) of each jurisdiction in which any of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) or, if and to the extent requested by the Lenders, any of their respective Subsidiaries is qualified or licensed as a foreign corporation, partnership, limited liability company or other Person, except where the failure to so qualify or be licensed, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, in each case dated reasonably near the Phase I Closing Date and stating that such Person is duly qualified and in good standing as a foreign corporation, partnership, limited liability company or other Person in such jurisdiction and has filed all annual reports required to be filed, and has paid all franchise taxes (or the equivalent thereof) required to be paid, in such jurisdiction to the date of such certificate. (vi) A certificate of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇), signed on behalf of such Phase I Loan Party by its President or a Vice President and its Secretary or an Assistant Secretary (or the persons performing similar functions), dated the Phase I Closing Date (the statements made in which certificate shall be true on and as of the Phase I Closing Date), certifying as to: (A) the absence of any amendments to the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party since the date of the Secretary of State's (or equivalent Governmental Authority's) certificate referred to in clause (iv) of this Section 3.01(h), or any steps taken by the board of directors (or persons performing similar functions) or the shareholders, partners, members or equivalent persons of such Phase I Loan Party to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws (or similar Constitutive Documents) of such Phase I Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Phase I Loan Party referred to in clause (ii) of this Section 3.01(h) were adopted and on the Phase I Closing Date (a copy of which shall be attached to such certificate); (C) the due organization and good standing of such Phase I Loan Party as a Person organized under the laws of the jurisdiction of its organization, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of such Phase I Loan Party or any of its Subsidiaries; (D) the absence of any change in the jurisdiction of organization of such Phase I Loan Party and, except as part of the Transaction, (i) any merger, consolidation or other similar transaction directly or indirectly involving such Phase I Loan Party or (ii) any issuance or sale of any Equity Interests in such Phase I Loan Party, in each case since December 31, 1996; (E) the legal and beneficial ownership by such Phase I Loan Party of all of the Collateral in which it has purported to have granted a lien and security interest to the Administrative Agent, on behalf of the Secured Parties, under the Collateral Documents, free and clear of all Liens, except for the liens and security interests created or expressly permitted under the Loan Documents; (F) the accuracy in all material respects of the representations and warranties made by such Phase I Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Phase I Closing Date, before and after giving effect to the initial Revolving Credit A Borrowing and to the application of proceeds therefrom; and (G) the absence of any event occurring and continuing, or resulting from the initial Revolving Credit A Borrowing, or the application of proceeds therefrom, that would constitute a Default. (vii) A certificate of the Secretary or an Assistant Secretary (or a person performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) certifying the names and true signatures of the officers of such Phase I Loan Party authorized to sign each of the Loan Documents and the Transaction Documents to which it is or is to be a party and the other agreements, instruments and documents to be delivered hereunder and thereunder. (viii) A security agreement, in substantially the form of Exhibit D-1 hereto (together with each other security agreement delivered pursuant to Section 5.01(q) and each Security Agreement Supplement and each other security agreement delivered pursuant to Section 5.02(k), in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 9.01, the "SECURITY AGREEMENT"), duly executed by each of the Phase I Loan Parties (other than the Equity Investors), together with: (A) certificates representing the Initial Pledged Interests referred to therein, accompanied by undated stock powers or other appropriate powers, duly executed in blank; (B) instruments evidencing the Initial Pledged Indebtedness referred to therein, duly endorsed in blank; (1) completed requests for information, dated reasonably near the Phase I Closing Date, listing all of the effective financing statements filed in the jurisdictions referred to in subclause (viii)(D) or (viii)(E) of this Section 3.01(h) that name any of the Phase I Loan Parties (other than the Equity Investors) as debtor, together with copies of all such effective financing statements, and (2) copyright search reports prepared by Federal Research Corporation, Thomson & Thomson or any other Person reasonably acceptable to the Administrative Agent, dated reasonably near the Phase I Closing Date, that reflect any existing Liens on the Copyrights, Patents or Trademarks of any of the Phase I Loan Parties described in the Security Agreement on record in the United States Copyright Office or the United States Patent and Trademark Office; (D) proper termination statements (Form UCC-3 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on and security interests in the Collateral described in the Security Agreement, in each case completed in a manner satisfactory to the Lenders and duly executed by the appropriate secured party; (E) proper financing statements (Form UCC-1 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect the liens and security interests created or purported to be created under the Security Agreement, covering the Collateral described therein, in each case completed in a manner satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party; (F) IP Collateral Assignments--Short Form, covering all of the Copyrights, Patents, if any, and Trademarks of each of the applicable Phase I Loan Parties, duly executed by the applicable Phase I Loan Party; (G) copies of the Assigned Agreements referred to in the Security Agreement, in each case (to the extent required under the terms of the Security Agreement) together with (1) to the extent required under the terms of the Security Agreement, a consent to the assignment thereof to the Administrative Agent, on behalf of the Secured Parties, in form and substance reasonably satisfactory to the Lenders and duly executed by each of the parties to such Assigned Agreement other than any of the Phase I Loan Parties party to such Assigned Agreement and (2) if reasonably requested by the Lenders, notice from the applicable Phase I Loan Party to each of the other parties to such Assigned Agreement, in form and substance reasonably satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party, of the assignment of such Assigned Agreement and the rights and interest of such Phase I Loan Party thereunder to the Administrative Agent, on behalf of the Secured

Conditions Precedent to the Initial. Revolving Credit A ------------------------------------------------------ Borrowing. The obligation of each of Accommodation under the Revolving Credit A Lenders to make an --------- Acquisitions Advance on the occasion of the initial Revolving Credit A Borrowing is subject to the satisfaction of the following conditions precedent prior to or concurrently with the initial Revolving Credit A Borrowing:Term B Facility (a) Satisfaction of the conditions precedent specified in Section 6.03. (b) The Agent shall have received in form, substance and dated as of a date satisfactory to the Lenders shall and their counsel and in sufficient quantities for the Agent and each Lender: (i) A certified copy of the constating documents and by-laws of each Borrower and each Guarantor, and of all corporate and other proceedings taken and required to be reasonably satisfied taken by each Borrower and each Guarantor to authorize the execution and delivery of the Credit Documents to which it is a party and the performance of the transactions contemplated thereby; (ii) a certificate of status, compliance, good standing or like certificate with respect to each Borrower and each Guarantor issued by the organizational appropriate Governmental Entity of the jurisdiction of its incorporation or organization as the case may be; and (iii) a certificate of incumbency of each Borrower and each Guarantor. B. Satisfactory legal structure opinions of counsel to each Borrower and capitalization each Guarantor in their jurisdiction of incorporation or organization, as the case may be, and each other jurisdiction specified by the Agent, acting reasonably, regarding, among other things, the due authorization, execution and delivery of all Credit Documents, the enforceability of the Credit Documents, the continued effectiveness of the Existing Security Documents to create valid security interests in favour of the Agent for the rateable benefit of the Lender Parties and the perfection of such security interests, the validity and the perfection of the security interests created by the other Security Documents, withholding tax, conflicts of Laws and non-contravention of applicable Laws (including all applicable securities laws). C. Executed copies of this Agreement, the Undertaking and Waiver Agreement, the Stratos B.V. Collateral Covenant Agreement, the Stratos Cyprus Collateral Covenant Agreement and the Security Documents specified in Part II of Schedule 8. D. Evidence of registrations in the necessary jurisdictions of the security interests or notice thereof in favour of the Agent or the Lenders, as the case may be, created by the Security Documents in order to perfect, preserve or protect such security interests, except as provided in the Undertaking and Waiver Agreement. E. A certificate or certificates of insurance in respect of the insurance required to be maintained pursuant to Section 8.01(1) showing, to the extent required by Section 8.01(1), the Agent and the Lenders as loss payee or additional insured, as applicable. F. All governmental, shareholder and third party consents and approvals necessary, or in the reasonable opinion of the Agent, desirable, including without limitation, all necessary governmental, shareholder and third party consents and approvals applicable to SGC required to complete the Acquisition. G. Audited consolidated financial statements of SGC for the three fiscal years ended most recently and subsequent unaudited consolidated financial statements of SGC together with reconciliation to U.S. GAAP satisfactory to the Lead Arrangers. H. A consolidated forecast for SGC and its Subsidiaries for the Financial Year ending December 31, 2005 and each of the Loan Parties and IFE and, if and to the extent reasonably requested by the Lenders, each of their respective Subsidiaries following five Financial Years (including, without limitation, and unless otherwise agreed by the terms Lenders and conditions SGC (a) detailed forecasted balance sheets, income statements and statements of changes in SGC’s financial position in respect of, and as at the last day of, each of the Constitutive Documents next five Financial Years, prepared in accordance with GAAP for SGC’s consolidated operations and each class of Equity Interests in supported by appropriate explanations, notes and information and commentary; and (b) a breakdown between maintenance Capital Expenditures and growth Capital Expenditure projected for each such Loan Party, IFE and each such Subsidiary (including, without limitation, the Series A Preferred Stock) and of each agreement or instrument relating to such structure or capitalizationFinancial Year). (bI. A copy of the financial statements required to be delivered to SGC pursuant to Article G(a) The Lenders of Schedule 19 to the Acquisition Agreement. J. A certificate of a senior officer of SGC calculating each of the financial covenants specified in Section 8.03 on an annualized basis as at the most recently reported Financial Quarter on a pro forma basis as if the Acquisition and all other Permitted Investments made since such time were completed as of January 1, 2005 and SGC incurred the Debt hereunder in respect thereof on such date, together with the balance sheet and income statement used to calculate such financial covenants. K. Satisfactory evidence that, as of the Closing Date, the ratio of Consolidated Debt to Consolidated EBITDA of the Borrower, on a pro forma basis, is not more than 4.75:1. L. Evidence that SGC has obtained a senior secured credit rating from S&P and M▇▇▇▇’▇. M. Evidence that the Acquisition shall have received copies been consummated (subject only to payment of the purchase price with the proceeds of the initial Accommodation hereunder upon satisfaction of all of the Transaction Documents at least three Business Days prior to conditions specified in the Phase I Closing Date and shall not, in their reasonable judgment, have objected to any of the terms or conditions thereof; all of the Transaction Documents Acquisition Agreement (which shall be in full force form and effect substance satisfactory to the Lead Arrangers)), in the form so received all cases without any material amendment thereto, or material waiver thereof, except as approved in writing by the Lenders; Liberty IFE shall Lead Arrangers, such approval not to be unreasonably withheld or delayed. N. Evidence that all relevant filings have contributed to Fox Kids all been made in respect of the debt securities ofAcquisition together with copies, and Equity Interests incertified by an officer of SGC, IFE owned or otherwise held by of all filings made with any Governmental Entity in connection with the Transactions. O. Evidence satisfactory to the Lead Arrangers that SGC has available to it in exchange for shares financial resources sufficient to pay all obligations arising as a result of the Series Acquisition. P. A Preferred Stock; detailed sources and uses of funds schedule in connection with the Transactions and the assumptions relating thereto. (i) A signed irrevocable direction from the Borrowers regarding prepayment of all Accommodations Outstanding under the Original Term B Facility and any Existing Incremental Facility in full immediately upon the making of the Acquisitions and initial Accommodation hereunder together with a copy of the Reorganization signed notice of voluntary repayment issued by the Borrowers regarding such prepayment (which notice shall have been consummated or shall be consummated concurrently with delivered to the initial Revolving Credit A Borrowing Agent in accordance with the terms First Amended and Restated Credit Agreement), and (ii) evidence satisfactory to it of the applicable Transaction Documents concurrent repayment and cancellation of such debt of SGC and its Subsidiaries (including without any waiver or amendment of any term or condition in any such Transaction Document not consented limitation Xantic and its Subsidiaries) as agreed to by the Lenders) . R. Such other certificates, documentation and in compliance with all applicable Requirements of Lawopinions as the Agent may reasonably request. (c) All terms and conditions of (including the Governmental Authorizations, and all of the consents, approvals and authorizations of, and notices and filings maximum cash price to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated thereby, other than the Governmental Authorizations, be paid) and the consents, approvals, authorizations, notices, filings documentation for the Acquisition and other actions described on Part B of Schedule 4.01(d) hereto, shall have been obtained (without the imposition capital structure of any conditions that are not reasonably acceptable subsidiary of SGC involved therewith shall be satisfactory to the Lenders) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated therebyLead Arrangers. (d) Before giving effect and immediately after giving pro forma effect There shall not have occurred any of the events listed in clauses (a) to (e) (inclusive) of Section B(4) of Schedule 18 to the Transaction, no material adverse change shall have occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of Fox Kids, IFE and their respective Subsidiaries, taken as a whole, since December 31, 1996Acquisition Agreement. (e) There shall exist no not have been instituted or pending any action, suitproceeding or application before or by any Governmental Entity or any other Person challenging, investigation, litigation, arbitration prohibiting or proceeding pending or, affecting SGC’s or its subsidiaries’ ownership or operation of all or any portion of the business to be acquired pursuant to the best knowledge of each of the Borrowers, threatened against or affecting any of the Loan Parties or any of their respective Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, Acquisition which could reasonably be expected to have a Material Adverse Effect or (ii) in which there is a reasonable likelihood of an adverse determination and which purports to affect the legality, validity, binding effect or enforceability of any aspect of the Transaction, any of the Loan Documents or the Transaction Documents or any of the other transactions contemplated therebyEffect. (f) All Simultaneously with the making of the Indebtedness of Fox Kids and its Subsidiaries in existence on the Phase I Closing Date, other than the Indebtedness of Fox Kids or any such Subsidiary described on Schedule 4.01(kk) hereto (the "FCN HOLDING/SABAN SURVIVING INDEBTEDNESS"), initial Accommodation SGC shall have raised gross proceeds of not less than US$125,000,000 from the issuance of unsecured senior notes pursuant to the Senior Unsecured Note Offering, or if the Senior Unsecured Note Offering has not been prepaidconsummated on or prior to the date hereof, redeemed or defeased in full or otherwise satisfied and extinguished, and all commitments therefor SGC shall have been terminated; Fox Kids shall have issued one or more FBC Subordinated Notes borrowed not less than US$125,000,000 pursuant to FBC the Bridge Facility, in an aggregate principal amount of at least $104,573,000 as consideration for the contribution of FBC of all of its member interests in Fox Kids LLC either case, pursuant to documentation and in satisfaction in full of all outstanding Indebtedness of Fox Kids LLC to FBC on the Phase I Closing Date; and all of the FCN Holding/Saban Surviving Indebtedness and all of the FBC Subordinated Notes Documents shall be on terms and conditions reasonably satisfactory to the LendersAgent. (g) All The Lenders shall have completed a satisfactory due diligence review of the accrued fees SGC and expenses its Subsidiaries and of the Agents Xantic and the Lenders its Subsidiaries (including, without limitation, satisfactory review of management and governance structure, all material contracts, permits and licenses, assets and legal, financial, tax and environmental matters, Lenders’ satisfaction with all intercompany indebtedness and all other indebtedness and other material liabilities of the accrued fees SGC and expenses of counsel for the Agents its Subsidiaries and local, foreign Xantic and intellectual property counsel for the Lenders) that are required to be paid by Fox Kids or any of its Affiliates shall have been paid in fullSubsidiaries). (h) The Administrative Payment of all reasonable fees (including reasonable legal fees of the Agent shall have received on or before and the Phase I Closing Date the following, each dated such date (unless otherwise specifiedLenders), in form reasonable expenses and substance reasonably satisfactory other amounts then payable under the Credit Documents or otherwise then owing to the Lenders (unless otherwise specified) and (except for the Revolving Credit A Notes) in sufficient copies for each of Agent, the Lenders:, the Lead Arrangers or any one of them. (i) The Revolving Credit A Notes, payable to the order of the Revolving Credit A Lenders. (ii) Certified copies of the resolutions of the board of directors (or persons performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) approving each of the Loan Documents and the Transaction Documents to which it is or is to be a party, the consummation of each aspect of the Transaction involving or affecting such Phase I Loan Party and the other transactions contemplated by any of the foregoing, and of all documents evidencing necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, Borrowers shall have complied with respect to any of the Loan Documents or the Transaction Documents to which it is or is to be a party, the consummation of any aspect of the Transaction involving or affecting such Phase I Loan Party or any of the other transactions contemplated by any of the foregoing. (iii) A copy of all of the Constitutive Documents of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, and each amendment thereto, certified (as of a date reasonably near the Phase I Closing Date) as being a true and complete copy thereof by the Secretary of State (or similar Governmental Authority) of the jurisdiction of organization of such Person. (iv) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) and, if and to the extent requested by the Lenders, each of their respective Subsidiaries, listing the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party or such Subsidiary and each amendment thereto on file in the office of such Secretary of State (or such Governmental Authority) and certifying that (A) such amendments are the only amendments to such Person's certificate or articles of incorporation (or similar Constitutive Document) on file in its office, (B) such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (v) Copies of certificates of the Secretary of State (or the equivalent Governmental Authority) of each jurisdiction in which any of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) or, if and to the extent requested by the Lenders, any of their respective Subsidiaries is qualified or licensed as a foreign corporation, partnership, limited liability company or other Person, except where the failure to so qualify or be licensed, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, in each case dated reasonably near the Phase I Closing Date and stating that such Person is duly qualified and in good standing as a foreign corporation, partnership, limited liability company or other Person in such jurisdiction and has filed all annual reports required to be filed, and has paid all franchise taxes (or the equivalent thereof) required to be paid, in such jurisdiction to the date of such certificate. (vi) A certificate of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇), signed on behalf of such Phase I Loan Party by its President or a Vice President and its Secretary or an Assistant Secretary (or the persons performing similar functions), dated the Phase I Closing Date (the statements made in which certificate shall be true on and as of the Phase I Closing Date), certifying as to: (A) the absence of any amendments to the certificate or articles of incorporation (or similar Constitutive Document) of such Phase I Loan Party since the date of the Secretary of State's (or equivalent Governmental Authority's) certificate referred to in clause (iv) of this Section 3.01(h), or any steps taken by the board of directors (or persons performing similar functions) or the shareholders, partners, members or equivalent persons of such Phase I Loan Party to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws (or similar Constitutive Documents) of such Phase I Loan Party as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Phase I Loan Party referred to in clause (ii) of this Section 3.01(h) were adopted and on the Phase I Closing Date (a copy of which shall be attached to such certificate); (C) the due organization and good standing of such Phase I Loan Party as a Person organized under the laws of the jurisdiction of its organization, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of such Phase I Loan Party or any of its Subsidiaries; (D) the absence of any change in the jurisdiction of organization of such Phase I Loan Party and, except as part of the Transaction, (i) any merger, consolidation or other similar transaction directly or indirectly involving such Phase I Loan Party or (ii) any issuance or sale of any Equity Interests in such Phase I Loan Party, in each case since December 31, 1996; (E) the legal and beneficial ownership by such Phase I Loan Party of all of the Collateral in which it has purported to have granted a lien and security interest to the Administrative Agent, on behalf of the Secured Parties, under the Collateral Documents, free and clear of all Liens, except for the liens and security interests created or expressly permitted under the Loan Documents; (F) the accuracy in all material respects of the representations and warranties made by such Phase I Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Phase I Closing Date, before and after giving effect to the initial Revolving Credit A Borrowing and to the application of proceeds therefrom; and (G) the absence of any event occurring and continuing, or resulting from the initial Revolving Credit A Borrowing, or the application of proceeds therefrom, that would constitute a Default. (vii) A certificate of the Secretary or an Assistant Secretary (or a person performing similar functions) of each of the Phase I Loan Parties (other than ▇▇▇▇ ▇▇▇▇▇) certifying the names and true signatures of the officers of such Phase I Loan Party authorized to sign each of the Loan Documents and the Transaction Documents to which it is or is to be a party and the other agreements, instruments and documents to be delivered hereunder and thereunder. (viii) A security agreement, in substantially the form of Exhibit D-1 hereto (together with each other security agreement delivered pursuant to Section 5.01(q) and each Security Agreement Supplement and each other security agreement delivered pursuant to Section 5.02(k), in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 9.01, the "SECURITY AGREEMENT"), duly executed by each of the Phase I Loan Parties (other than the Equity Investors), together with: (A) certificates representing the Initial Pledged Interests referred to therein, accompanied by undated stock powers or other appropriate powers, duly executed in blank; (B) instruments evidencing the Initial Pledged Indebtedness referred to therein, duly endorsed in blank; (1) completed requests for information, dated reasonably near the Phase I Closing Date, listing all of the effective financing statements filed in the jurisdictions referred to in subclause (viii)(D) or (viii)(E) of this Section 3.01(h) that name any of the Phase I Loan Parties (other than the Equity Investors) as debtor, together with copies of all such effective financing statements, and (2) copyright search reports prepared by Federal Research Corporation, Thomson & Thomson or any other Person reasonably acceptable to the Administrative Agent, dated reasonably near the Phase I Closing Date, that reflect any existing Liens on the Copyrights, Patents or Trademarks of any of the Phase I Loan Parties described in the Security Agreement on record in the United States Copyright Office or the United States Patent and Trademark Office; (D) proper termination statements (Form UCC-3 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to terminate or amend existing liens on and security interests in the Collateral described in the Security Agreement, in each case completed in a manner satisfactory to the Lenders and duly executed by the appropriate secured party; (E) proper financing statements (Form UCC-1 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect the liens and security interests created or purported to be created under the Security Agreement, covering the Collateral described therein, in each case completed in a manner satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party; (F) IP Collateral Assignments--Short Form, covering all of the Copyrights, Patents, if any, and Trademarks of each of the applicable Phase I Loan Parties, duly executed by the applicable Phase I Loan Party; (G) copies of the Assigned Agreements referred to in the Security Agreement, in each case (to the extent required under the terms of the Security AgreementFee Letter to be complied with on or before the Closing Date. (j) together with (1) to the extent required under the terms of the Security AgreementThere shall not have occurred or become known any Material Adverse Change since June 30, a consent to the assignment thereof to the Administrative Agent2005, on behalf of the Secured Parties, in form it being acknowledged and substance reasonably satisfactory to agreed by the Lenders that SGC’s financial results for the Financial Quarter ended June 30, 2005 and duly executed by each related adjustment of fiscal 2005 guidance, and any changes or events directly related thereto, including without limitation a ratings downgrade or a goodwill impairment charge, shall not constitute a Material Adverse Change for the parties purposes hereof. (k) The Closing Date shall be a date on or prior to such Assigned Agreement other than any of the Phase I Loan Parties party to such Assigned Agreement and (2) if reasonably requested by the LendersFebruary 28, notice from the applicable Phase I Loan Party to each of the other parties to such Assigned Agreement, in form and substance reasonably satisfactory to the Lenders and duly executed by the applicable Phase I Loan Party, of the assignment of such Assigned Agreement and the rights and interest of such Phase I Loan Party thereunder to the Administrative Agent, on behalf of the Secured 2006.