TiVo 2006 Annual Report Download - page 191

under Section 3.07 below shall be made by the Company directly to the Lender entitled thereto. The Administrative Agent shall promptly remit to each
Lender its share of all principal payments received in collected funds by the Administrative Agent for the account of such Lender. On the first Business Day
of each week or more frequently as the Administrative Agent may elect (each such day being a "Settlement Date"), the Administrative Agent will notify each
Lender of the amount of such Lender's actual share of the Loans as of the close of business of the Business Day immediately preceding the Settlement Date.
In the event that payments are necessary to adjust the amount of such Lender's actual share of the Loans to equal such Lender's pro rata share of the Loans as
of any Settlement Date, such Lender will pay to the Administrative Agent, or the Administrative Agent will pay to such Lender (as applicable) the amount
necessary in same day funds by wire transfer to the other's account not later than 2:00 p.m. New York City time on the Business Day following the Settlement
Date. On the first Business Day of each month (each, an "Interest Settlement Date"), the Administrative Agent will notify each Lender of the amount of such
Lender's applicable pro rata share of interest and fees on each Loan as of the end of the last day of the immediately preceding month. Provided that such
Lender has made all payments required to be made by it under this Agreement, the Administrative Agent will pay to such Lender, by wire transfer to such
Lender's account not later than 2:00 p.m. New York City time on the next Business Day following the Interest Settlement Date, such Lender's applicable pro
rata share of interest and fees, in each instance, received by the Administrative Agent for the immediately preceding month.
(b) Payments after Event of Default, etc. At any time after (i) the occurrence and during the continuance of an Event of Default and (ii) the
delivery by the Administrative Agent of a notice of exclusive control pursuant to one or more Account Control Agreements, the Company and its directors,
employees, agents, Subsidiaries or other Affiliates shall, acting as trustee for the Lenders, receive, as the property of Lenders, any monies, checks, notes,
drafts or any other payment relating to and/or proceeds of accounts constituting Collateral or other Collateral which come into their possession or under their
control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in accounts which are subject to an Account Control Agreement,
or remit the same or cause the same to be remitted, in kind, to the Administrative Agent. In no event shall the same be commingled with the Company's own
funds. The Company agrees to reimburse the Administrative Agent and Lenders on demand for any amounts owed or paid to any bank party to an Account
Control Agreement or any other bank or person involved in the transfer of funds to or from the related accounts arising out of the Administrative Agent's or a
Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this
Section 3.04(b) shall survive the termination of this Agreement.
SECTION 3.05. Payment on Non-Business Days. Whenever any payment to be made hereunder or under the Notes shall be stated to be due on a
day which is not a Business Day, such payment may be made on the next succeeding Business Day, and with respect to payments of principal, interest thereon
shall be payable at the then applicable rate during such extension.
SECTION 3.06. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Loans owing to it in excess of its ratable share of payments on
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