TiVo 2006 Annual Report Download - page 199

satisfactory to the Administrative Agent that the Liens indicated in any such financing statements (or similar document) would be permitted under
Section 6.02(b) or have been released.
(e) Payment of Expenses. The Company shall have paid the Administrative Agent all expenses of the Administrative Agent payable as of the
Closing Date under the Loan Documents.
(f) Other Actions. All corporate proceedings and all instruments and documents in connection with the Transaction shall be reasonably
satisfactory in content, form and substance to the Administrative Agent and its counsel, and the Administrative Agent and the Administrative Agent's counsel
shall have received any and all further information and documents which the Administrative Agent or such counsel may reasonably have requested in
connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities.
SECTION 4.02. Conditions Precedent to Borrowings. The obligations of each Lender to make Loans hereunder are subject to the satisfaction of
the following conditions on the date of each Borrowing (a "Funding Date"):
(a) The Administrative Agent and the Lenders shall have received notice of such Borrowing as required by Section 2.03.
(b) The representations and warranties of the Company set forth in Article V and in each other Loan Document shall be true and correct in all
material respects on and as of such Funding Date with the same effect as though made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date.
(c) Each TiVo Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan
Document on its part to be observed or performed, and at the time of and immediately after such Borrowing, no Potential Event of Default or Event of Default
shall have occurred and be continuing.
(d) After giving effect to such Borrowing on such Funding Date, the Company shall be in compliance with the financial covenants set forth in
Section 6.03(a) and Section 6.03(b) hereof, as determined on a pro forma basis as of the last day of the most recent fiscal month of the Company for which
financial statements are available.
Each Borrowing shall be deemed to constitute a representation and warranty by the Company on the date of such Borrowing as to the matters specified
in subsections (b), (c) and (d) of this Section 4.02.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Administrative Agent and to each Lender that, except as otherwise disclosed on the Disclosure
Schedules:
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