TiVo 2006 Annual Report Download - page 189

all outstanding Loans exceeds Sub-Limit A but does not exceed Sub-Limit B (and for all Interest Payment Dates thereafter until the aggregate principal
amount of all outstanding Loans first exceeds Sub-Limit B), 0.25% per annum on the difference between (i) the lesser of (A) the Maximum Amount and
(B) Sub-Limit B and (ii) the average aggregate principal amount of all outstanding Loans during the preceding calendar month (or partial monthly period, as
applicable) or (c) on the first Interest Payment Date on which the Maximum Amount exceeds Sub-Limit B and for all Interest Payment Dates thereafter,
0.25% per annum on the difference between the Maximum Amount and the average aggregate principal amount of all outstanding Loans during the preceding
calendar month (or partial monthly period, as applicable). All Unused Fees shall be payable in arrears and computed on the basis of the actual number of days
elapsed in a year of 360 days. The Unused Fee due to the Lenders shall commence to accrue on the date of this Agreement and shall cease to accrue on the
date on which the Commitments of the Lenders shall expire or be terminated as provided herein. The Unused Fees shall be paid, in immediately available
funds, to the Administrative Agent for the account of each Lender. Once paid, no Unused Fee shall be refundable absent manifest error.
SECTION 2.06. Interest on Loans. Except as otherwise provided herein, each Loan shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) on the outstanding principal amount thereof, for each day from and including the Closing Date to but
excluding the date the principal amount thereof shall be paid in full at a rate per annum equal to LIBOR for such day plus the LIBOR Margin.
(b) Interest on each Loan shall be payable on each Interest Payment Date except as otherwise provided in this Agreement.
SECTION 2.07. Repayment.
(a) Mandatory Repayment. If on any date the aggregate Credit Exposure of the Lenders exceeds the lesser of (A) the Borrowing Base and (B) the
Maximum Amount, the Company shall immediately prepay the Loans in an amount sufficient to eliminate such excess.
(b) Optional Repayment. The Company may at its option pay the Loans, in whole or in part, at any time and from time to time, provided that the
Administrative Agent shall have received from the Company notice of any such payment prior to 2:00 P.M., New York City time, one Business Day prior to
the date of the proposed payment specifying the date and the amount of payment. Partial payments hereunder shall be in an aggregate principal amount of the
lesser of (x) a minimum of $100,000 and in an integral multiple of $10,000 and (y) the outstanding balance of the Loans. Each notice of prepayment shall
specify the prepayment date and the principal amount to be prepaid, shall be irrevocable and shall commit the Company to prepay the Loans by the amount
stated therein on the date stated therein. All prepayments under this Section 2.07 shall be without premium or penalty.
(c) Voluntary Reduction or Termination of Commitment. The Company may from time to time on at least five Business Days' prior written
notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce the Commitments to an amount not less
than the greater of (i) aggregate Credit Exposure of all of the Lenders and (ii) Sub-Limit A. Any such reduction shall be in an amount not less than
$10,000,000 or a higher integral multiple of $1,000,000 thereof.
21