TiVo 2006 Annual Report Download - page 198

(xv) Collateral Access Agreements with respect to the warehouses owned by Solectron USA, Inc. and ACT Logistics & Electronics, L.P. and
the leased real property of the Company with respect to the office located at 2160 and 2190 Gold Street, Alviso, California; the Administrative
Agent may establish a reserve against the Borrowing Base for any such leased real property with respect to which the Administrative Agent has not
received a Collateral Access Agreement;
(xvi) the financial statements described in Section 5.07 hereof;
(xvii) the results of searches of the intellectual property records of the applicable United States patent, trademark and copyright records with
respect to the patents, trademarks and copyrights of the Company and its Subsidiaries accompanied by evidence satisfactory to the Administrative
Agent that any Liens or assignments identified in any such records have been released or terminated;
(xviii) a certificate as to the Solvency of the Company, both individually and together with its Consolidated Subsidiaries dated as of the
Closing Date; and
(xix) a post closing agreement dated as of the Closing Date between the Company and the Administrative Agent with respect to certain post
closing deliveries of the Company.
(b) Representations and Warranties. The representations and warranties of the Company contained in Article V of this Agreement and in each of
the Loan Documents shall be true and correct on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties were true and correct on and as of such earlier date.
(c) No Event of Default. No event or condition shall have occurred and be continuing which constitutes an Event of Default or Potential Event of
Default and no Event of Default or Potential Event of Default shall occur as a result of the Company's execution of the Loan Documents and the transactions
contemplated thereby.
(d) Security. The Company shall have delivered to the Administrative Agent (i) UCC-1 financing statements in appropriate form for filing in all
jurisdictions as may be necessary or, in the Administrative Agent's opinion, desirable to effectively perfect the security interests granted under the Security
Agreement, (ii) evidence satisfactory to the Administrative Agent that all other filings, recordings and other actions the Administrative Agent deems
necessary or advisable to establish, preserve and perfect the liens granted to the Administrative Agent for the benefit of the Lenders shall have been made or
obtained and (iii) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the domestic TiVo Parties in the
states (or other jurisdictions) in which the domestic TiVo Parties are located and the other jurisdictions in which Uniform Commercial Code filings (or
equivalent filings) are to be made pursuant to this section, together with copies of the financing statements (or similar documents) disclosed by such search,
and accompanied by evidence
30