TiVo 2006 Annual Report Download - page 213

amortization period under Section 412 of the Internal Revenue Code or the equivalent provision under any federal, state, local or foreign counterparts or
equivalents thereof with respect to a Plan, (ii) promptly and in any event within seven days after receipt thereof by the Company or any ERISA Affiliate
thereof from the PBGC, copies of each notice received by the Company or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to
have a trustee appointed to administer any Plan, (iii) promptly and in any event within 30 days after the Company or any ERISA Affiliate thereof knows or
has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code or the equivalent provision under any federal,
state, local or foreign counterparts or equivalents thereof has not been made when due with respect to a Plan, (iv) promptly and in any event within seven days
after receipt thereof by the Company or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice
received by the Company or any ERISA Affiliate thereof concerning the imposition or amount of material withdrawal liability under Section 4202 of ERISA
or the equivalent provision under any federal, state, local or foreign counterparts or equivalents thereof or indicating that such Multiemployer Plan may enter
reorganization status under Section 4241 of ERISA or the equivalent provision under any federal, state, local or foreign counterparts or equivalents thereof,
and (v) promptly and in any event within ten days after the Company or any ERISA Affiliate thereof send notice of a plant closing or mass layoff (as defined
in the Worker Adjustment and Retraining Notification Act) to employees, copies of each such notice sent by the Company or any ERISA Affiliate thereof.
(t) Environmental. (i) Comply and cause each other TiVo Party to comply, in all material respects, with Environmental Laws, the failure of which
to comply could reasonably be expected to have a Material Adverse Effect, and provide to the Administrative Agent documentation of such compliance which
the Administrative Agent reasonably requests, (ii) promptly notify the Administrative Agent of any release of a Hazardous Material of any reportable quantity
from or onto property owned, leased or operated by any TiVo Party and take any remedial actions required to abate said release that are required pursuant to
applicable Environmental Law and (iii) promptly provide the Administrative Agent with written notice within ten days of the receipt of any of the following:
(A) notice that an environmental lien has been filed against any of the real or personal property of any TiVo Party or (B) commencement of any
environmental action or notice that an environmental action will be filed against any TiVo Party, and (C) notice of a violation, citation, or other administrative
order which reasonably could be expected to have in a Material Adverse Effect.
(u) Disaster Back-Up. The Company shall maintain back-up data processing equipment or contracts with competent service providers sufficient
to reasonably assure that operations will not be materially disrupted as a result of computer hardware or software failures.
SECTION 6.02. Negative Covenants. So long as any Obligations shall remain outstanding, the Company shall not nor shall it permit any other
TiVo Party to, without the written consent of the Majority Lenders:
(a) Amendments of Organizational Documents; Rights Plan. Make any amendment to its organizational documents, certificates of designation or
the Rights Plan or take any action in respect of any Preferred Interests that does or could reasonably be expected
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