TiVo 2006 Annual Report Download - page 218

; provided, that nothing in this Section 6.2(h) shall restrict the Company from effecting a cashless or same-day exercise and sale of stock options or from
withholding stock for the satisfaction of the Company's withholding tax obligations, in each case in connection with a holder's exercise of common stock
options.
(i) Accounting Changes. Make or permit any change in (i) accounting policies or reporting practices, except as permitted by GAAP, or (ii) Fiscal
Year.
(j) Prepayments, Etc., of Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or
make any payment in violation of any subordination terms of, any Debt, except the prepayment of the Loans in accordance with the terms of this Agreement
and the prepayment of Debt described in clauses (iii), (iv) and (vii) of Section 6.02(c) hereof.
(k) Negative Pledge. Enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its
property or assets except (i) in favor of the Administrative Agent, (ii) in connection with (A) any purchase money Debt permitted by Section 6.02(c)(iii)
solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, or (B) any
Capitalized Lease permitted by Section 6.02(c)(iv) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto or (iii) with
respect to trademarks, tradenames and service marks held by TiVo Brands LLC or any non-U.S. intellectual property held by TiVo International, Inc., but
solely to the extent that such prohibition or condition is required pursuant to the agreements listed as items 24, 25 and 44 on Schedule 5.23 hereto or other
similar agreements to the extent that the Company shall have determined in the exercise of its reasonable business judgment that it is in the best interests of
the Company in connection with the use and marketing of its intellectual property to permit such prohibition or condition to exist in any such other
agreements.
(l) Partnerships, Etc. Become a general partner in any general or limited partnership.
(m) Speculative Transactions. Engage in any transaction involving commodity options or futures contracts or any similar speculative
transactions.
(n) Suspension. Suspend or terminate a substantial portion of its business other than dispositions permitted hereunder, as a result of which the
Company's revenues are reduced by 20% or more on an annualized basis for more than 30 consecutive days.
(o) Sale-Leasebacks. Engage in any sale-leaseback, synthetic lease or similar transaction involving any of its assets.
(p) Covenants With Respect to Certain TiVo Parties. Until the expiration or termination of the Commitments and thereafter until all Obligations
(other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) of the
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