TiVo 2006 Annual Report Download - page 210

every 12 months (which number shall be reduced to two at any time that the Company shall have Consolidated Net Income Before Taxes of greater than $0
for the most recently ended period of four fiscal quarters for which financial statements are available); provided, that following the occurrence and during the
continuation of a Potential Event of Default or an Event of Default there shall be no limit to the number of such inspections.
(i) Payment of Taxes, Etc. Pay and discharge and cause each other TiVo Party to pay and discharge before the same shall become delinquent,
(i) all material taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by
law become a Lien upon its property; provided, however, that neither the Company nor any other TiVo Party shall be required to pay or discharge any such
tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained,
unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.
(j) Maintenance of Insurance. At the Company's expense, maintain insurance respecting the property and assets of the TiVo Parties wherever
located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the
same or similar businesses and owning properties in the same general areas that the TiVo Parties operate. Maintain business interruption, public liability, and
product liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation. All such policies of insurance shall be either
(i) in such amounts and with such insurance companies consistent with the Company's past practice or (ii) otherwise reasonably satisfactory to the
Administrative Agent. The Company shall deliver copies of all such policies to the Administrative Agent (which shall be treated as confidential information in
accordance with Section 9.16 hereof) and, other than with respect to the business interruption insurance policy, a satisfactory lender's loss payable
endorsement naming the Administrative Agent as payee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause
requiring the insurer to give not less than 30 days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason
whatsoever. The Company covenants and agrees that any proceeds of business interruption insurance received by the Company shall be applied by the
Company to restore its normal business operations and in any event in compliance with the relevant business interruption insurance policy.
(k) Keeping of Books. Keep and cause each other TiVo Party to keep proper books of record and account, in which full and correct entries shall
be made of all financial transactions and the assets and business of the Company and the other TiVo Parties in accordance with GAAP.
(l) Maintenance of Properties, Etc. Maintain and preserve and cause each other TiVo Party to maintain and preserve all of its properties that are
used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.
(m) Transactions with Affiliates. Conduct and cause each other TiVo Party to conduct all transactions otherwise permitted under the Loan
Documents with any of its
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