TiVo 2006 Annual Report Download - page 196

any amount pursuant to Section 3.07 or 3.09 or (ii) the occurrence of any circumstances described in Section 3.08. If any Lender has given notice of any such
event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative
Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the
Company of) any event described in clause (i) or (ii) above and such designation would not, in such Lender's sole judgment, be otherwise disadvantageous to
such Lender.
(b) If (i) the Company becomes obligated to pay additional amounts to any Lender pursuant to Section 3.07 or 3.09, or any Lender gives notice of
the occurrence of any circumstances described in Section 3.08, (ii) any Lender (other than the Lender acting as the Administrative Agent) does not consent to
any matter requiring its consent under Section 9.01 when the Majority Lenders have otherwise consented to such matter or (iii) any Lender defaults in its
obligation to make Loans under Section 2.01, then the Company may within 90 days thereafter designate another bank which is acceptable to the
Administrative Agent in its reasonable discretion (such other bank being called a "Replacement Lender") to purchase the Loans of such Lender and such
Lender's rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of
the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Lender and any other
amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase and assumption,
such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such
Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Company hereunder, and the Replacement Lender
shall succeed to the rights and obligations of such Lender hereunder.
ARTICLE IV
CONDITIONS OF LENDING
SECTION 4.01. Conditions Precedent to Closing. The obligation of each Lender to make the first Loan on or after the Closing Date under this
Agreement is subject to the conditions precedent that:
(a) Documents. The Administrative Agent shall have received on or before the Closing Date the following documents, agreements and
certificates (together with all exhibits and schedules thereto), each duly executed and in form and substance satisfactory to the Administrative Agent and each
Lender:
(i) this Agreement;
(ii) a Note issued by the Company to the order of each Lender requesting a Note;
(iii) copies of the certificate of incorporation of the Company, certified as of a recent date by the Secretary of State of its respective state of
incorporation;
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