TiVo 2006 Annual Report Download - page 207

ARTICLE VI
COVENANTS
SECTION 6.01. Affirmative Covenants. So long as any Obligations shall remain outstanding, the Company shall, unless the Majority Lenders
shall otherwise consent in writing:
(a) Financial Information. Furnish to the Administrative Agent:
(i) as soon as available and in any event within 100 days after the end of each Fiscal Year, a copy of the annual audit report for such year for
the Company and its Subsidiaries, including therein a Consolidated balance sheet of the Company and its Subsidiaries as of the end of such Fiscal
Year and a Consolidated statement of income and a statement of cash flows of the Company and its Subsidiaries for such Fiscal Year, in each case
accompanied by an opinion reasonably acceptable to the Administrative Agent of KPMG LLP or other independent public accountants of
recognized standing reasonably acceptable to the Administrative Agent (it being understood that any of the "Big 4" accounting firms will be
acceptable to the Administrative Agent), together with (A) a schedule in form satisfactory to the Administrative Agent of the computations used by
such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 6.03, provided that in the
event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the
determination of compliance with Section 6.03, a statement of reconciliation conforming such financial statements to GAAP, and (B) a certificate of
a Financial Officer of the Company stating that no Potential Event of Default or Event of Default has occurred and is continuing or, if a Potential
Event of Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Company has taken
and proposes to take with respect thereto;
(ii) as soon as available and in any event within 50 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated
balance sheet of the Company and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a statement of cash
flows of the Company and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal
quarter and a statement of income and a statement of cash flows of the Company and its Subsidiaries for the period commencing at the end of the
previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the
corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to customary and immaterial year-end
adjustments) by a Financial Officer of the Company as having been prepared in accordance with GAAP, together with a certificate of said officer
stating that no Potential Event of Default or Event of Default has occurred and is continuing or, if a Potential Event of Default or Event of Default
has occurred and is continuing, a statement as to the nature thereof and the action that the Company has taken and proposes to take with respect
thereto, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if
necessary for the determination of compliance with Section 6.03, a statement of reconciliation conforming such financial statements to GAAP;
39