TiVo 2006 Annual Report Download - page 205

by all parties thereto, has not been amended or otherwise modified except as disclosed in writing to the Administrative Agent, is in full force and effect and is
binding upon and enforceable against all parties thereto in accordance with its terms, and, to the Company's knowledge, there exists no default of any material
provision under any Material Contract by any party thereto.
SECTION 5.24. Deposit and Securities Accounts. Schedule 5.24 sets forth the name and location of each institution maintaining any deposit
account, securities account or both of the Company or any other TiVo Party and the account number, name and balance for each such deposit account and
securities account as of the end of the month immediately preceding the Closing Date.
SECTION 5.25. OFAC. No TiVo Party (a) is a Person whose property or interest in property is blocked or subject to blocking pursuant to
Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engages in any dealings or transactions prohibited by Section 2 of such executive order, and is
otherwise associated with any such Person in any manner violative of Section 2, and (c) is a Person on the list of Specially Designated Nationals and Blocked
Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Control regulation or executive
order.
SECTION 5.26. Patriot Act. The Company and each other TiVo Party are in compliance with the (a) Trading with the Enemy Act, as amended,
and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other
enabling legislation or executive order relating thereto, and (b) Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept
And Obstruct Terrorism (USA Patriot Act of 2001). No part of the Borrowings will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
SECTION 5.27. Eligible Commitment Contracts. The Eligible Commitment Contracts are bona fide existing Contracts generated in the ordinary
course of the Company's business that represent bona fide payment obligations of the related Customers. As to the Contracts that are identified by the
Company as Eligible Commitment Contracts in a Borrowing Base Certificate submitted to the Administrative Agent, such Contracts are Eligible Commitment
Contracts and are otherwise not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Commitment
Contracts.
SECTION 5.28. Eligible Non-Commitment Contracts. The Eligible Non-Commitment Contracts are bona fide existing Contracts generated in the
ordinary course of the Company's business that represent bona fide payment obligations of the related Customers. As to the Contracts that are identified by the
Company as Eligible Non-Commitment Contracts in a Borrowing Base Certificate submitted to the Administrative Agent, such Contracts are Eligible Non-
Commitment Contracts and are otherwise not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible
Non-Commitment Contracts.
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