TiVo 2006 Annual Report Download - page 182

(3) the Administrative Agent shall receive, not less than five Business Days' prior to the consummation of such Acquisition, a due
diligence package, which shall include, without limitation, the following with regard to the Acquisition of the applicable Target:
(A) historical financial statements of the applicable Target that were provided to the Company in connection with the Acquisition;
(B) any pro forma financial projections for the Company and its Subsidiaries (giving effect to the Acquisition) that were prepared
by the Company and delivered to the Company's board of directors or officers of the Company in connection with, or in contemplation
of, such Acquisition;
(C) a general description of the applicable Target's business;
(D) pending litigation involving the applicable Target which could reasonably be expected to result in a Material Adverse Effect;
(E) a description of the method of financing the Acquisition, including sources and uses; and
(F) locations of all material personal and real property of the applicable Target, including the location of its chief executive office;
(4) if delivered to the Company or if requested, the Administrative Agent shall receive copies of the environmental reports and related
information delivered to the Company regarding any property owned, leased or otherwise used by the applicable Target;
(5) the Administrative Agent shall receive evidence that the applicable Target has in place, with financially sound and reputable insurers,
effective as of the closing date of such Acquisition, public liability and property damage insurance with respect to its business and properties in
accordance with the standards set forth in the Agreement and the Administrative Agent shall have been named as additional insured and lender's loss
payee with respect thereto, as applicable and shall have received such certificates, endorsements evidencing the same as may be requested by the
Administrative Agent;
(6) the Administrative Agent, for the benefit of the Administrative Agent and Lenders, (a) is granted a first priority perfected Lien (subject
only to Permitted Liens) on all real and personal property being acquired pursuant to such Acquisition (and, in the case of an Acquisition involving the
purchase of any applicable Target's equity interests, the Administrative Agent shall be provided the additional security and documents described in
Section 6.01(q) hereof) and (b) will be provided such other documents and instruments as the Administrative Agent shall request to perfect or maintain
the perfection of its Lien on the real and personal property of the applicable Target required under the Security Agreement, as the case may be, all such
documents to be delivered no later than 10 days after the closing of such Acquisition;
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