TiVo 2006 Annual Report Download - page 202

(c) All written projections furnished to the Administrative Agent or any Lender by or on behalf of the Company have been prepared with a
reasonable basis and in good faith, making use of such information as was available at the date such projection was made.
SECTION 5.08. Information. No information, exhibit or report furnished by or on behalf of the Company or any other TiVo Party to the
Administrative Agent or any Lender in connection with the Transaction or the Loan Documents contained any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements made therein not misleading.
SECTION 5.09. Margin Stock. The Company is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin
Stock, and no proceeds of a Borrowing will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock.
SECTION 5.10. Investment Company Act. The Company is not an "investment company", or an "affiliated person" of, or "promoter" or
"principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended.
SECTION 5.11. Restrictions. Neither the Company nor any other TiVo Party is a party to any indenture, loan or credit agreement or any lease or
other agreement or instrument or subject to any charter, other governing document or corporate restriction that could reasonably be expected to have a
Material Adverse Effect.
SECTION 5.12. Security Interest. All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral
created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the
Collateral Agent for the benefit of the Administrative Agent a valid and, together with such filings and other actions, perfected first priority security interest in
the Collateral (subject to Permitted Liens in the Collateral, other than Collateral consisting of pledged Equity Interests), securing the payment of the
Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Company and the
other Loan Parties are the legal and beneficial owners of their respective Collateral free and clear of any Liens, except for the liens and security interests
created or permitted under the Loan Documents.
SECTION 5.13. Solvency. Immediately after giving effect to the Transaction and each Borrowing hereunder, the Company, both individually and
together with its Consolidated Subsidiaries, is Solvent.
SECTION 5.14. ERISA.
(a) Set forth on Schedule 5.14(a) hereto is a complete and accurate list, as of the Closing Date, of all Plans, Multiemployer Plans and Welfare
Plans. As of the Closing Date, the Company has no ERISA Affiliates.
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