TiVo 2006 Annual Report Download - page 214

to adversely affect the Lenders or the Administrative Agent, it being understood that any amendment to its organizational documents, certificates of
designation or the Rights Plan or the taking of any such other action which has the effect of increasing the frequency or aggregate amount of any dividend or
redemption payment payable in respect of any Preferred Interests or which requires the Company to make any redemption or other similar payment in respect
of such Preferred Interests will be deemed to adversely affect the Lenders and the Administrative Agent; provided, that nothing herein shall restrict the ability
of the Company to authorize and/or issue additional common stock of the Company in the ordinary course of business and issue associated "Rights" in
accordance with the Rights Plan in the ordinary course of business in the same proportion currently set forth in the Rights Plan as of the date hereof and the
provisions of this Section 6.02(a) shall not restrict the ability of the Company from entering into amendments to its organizational documents, certificates of
designation or the Rights Plan to accomplish the foregoing with respect to such common stock or Rights.
(b) Liens, Etc. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including, without
limitation, accounts) whether now owned or hereafter acquired, or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing
statement that names the Company or any other TiVo Party as debtor, or sign or suffer to exist, any security agreement authorizing any secured party
thereunder to file such financing statement, or assign, any accounts or other right to receive income, except:
(i) Liens created under the Loan Documents;
(ii) Permitted Liens;
(iii) Liens existing on the Closing Date and described on Schedule 5.18 hereto;
(iv) purchase money Liens upon or in real property or equipment acquired or held by the Company or another Loan Party in the ordinary
course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the
acquisition of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of
acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or
replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property
other than the property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not
theretofore subject to the Lien being extended, renewed or replaced; and provided, further, that the aggregate principal amount of the Debt secured
by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 6.02(c)(iii) at any time outstanding;
(v) Liens arising in connection with Capitalized Leases permitted under Section 6.02(c)(iv); provided that no such Lien shall extend to or
cover any Collateral or assets other than the assets subject to such Capitalized Leases;
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