TiVo 2006 Annual Report Download - page 197

(iv) copies of the bylaws of the Company certified by its Secretary (or any Assistant Secretary);
(v) copies of resolutions of the Board of Directors of the Company in form and substance satisfactory to the Administrative Agent, approving
the Loan Documents, and the Borrowings hereunder;
(vi) executed copies of each other Loan Document (other than any Account Control Agreement which is described in the post closing
agreement referenced in clause (xix) below);
(vii) incumbency certificates executed by the Secretary (or any Assistant Secretary) of the Company, certifying the names and signatures of
the officers of the Company, authorized to sign the Loan Documents and the other documents to be delivered hereunder and certifying that the
documents listed in (iii) through (v) above are true and accurate copies;
(viii) an officer's certificate of the Company certifying that each of the conditions of this Section 4.01 have been satisfied as of the Closing
Date;
(ix) an opinion of counsel to the Company covering such matters as the Administrative Agent and each Lender may reasonably request;
(x) perfection certificates with respect to the Company dated as of the Closing Date, setting forth specific information with respect to the
Company and the Collateral, executed by the chief executive officer, president or a Financial Officer of the Company;
(xi) current proof of insurance of the Company reasonably satisfactory to the Administrative Agent with an indication of loss payee and
additional insured endorsements in favor of the Administrative Agent, such proof of insurance to be indicated pursuant to one or more certificates on
(A) an ACORD 27 form (3/93) for property-related insurance coverages and (B) a modified version of an ACORD 25 form (2001/08), in each
instance permitting reliance by the Administrative Agent and requiring cancellation notification;
(xii) all promissory notes pledged under the Security Agreement, as well as allonges thereto or other appropriate transfer certificates endorsed
in blank;
(xiii) a certificate of status with respect to the Company and each domestic Subsidiary thereof, each dated within ten days of the Closing Date,
each such certificate to be issued by the appropriate officer of the jurisdiction of organization of the related entity, which certificate shall indicate
that such entity is in good standing in such jurisdiction;
(xiv) certificates of status with respect to the Company, each dated within 30 days of the Closing Date, such certificates to be issued by the
appropriate officer of the jurisdictions (other than the jurisdiction of organization of such entity) in which its failure to be duly qualified or licensed
would have a Material Adverse Effect, which certificates shall indicate that such entity is in good standing in such jurisdictions;
29