TiVo 2006 Annual Report Download - page 219

Company hereunder and under the other Loan Documents are paid in full, the Company will cause each of TiVo International, Inc., TiVo Brands LLC and
TiVo Intl II, Inc. (each a "Specified TiVo Party" and collectively, the "Specified TiVo Parties") to: (a) enable the Company to fully comply with the covenants
and agreements set forth in this Agreement, (b) not, directly or indirectly, (i) enter into any agreement (including any agreement for incurrence or assumption
of Debt, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, other than license
agreements entered into in the ordinary course of business with the Company and other third parties with respect to intellectual property owned by such entity
(collectively, the "Specified TiVo Party Documents"), (ii) engage in any business or conduct any activity (including the making of any Investment or
payment) or transfer any of its assets, other than the performance of its obligations under the Specified TiVo Party Documents in accordance with the terms
thereof and the performance of ministerial activities and the payment of taxes and administrative fees or (iii) consolidate or merge with or into any other
Person and (c) not create, incur, assume or permit to exist (i) any Lien on any property or assets now owned or hereafter acquired by it or on any income or
revenues or rights in respect of any thereof, other than Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without
penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves or (ii) any Debt. The
provisions of this section shall not preclude any Specified TiVo Party from engaging in any other activities reasonably incidental to the performance of
ministerial activities and the payment of taxes and administrative fees and expenses. The provisions of this section shall not limit any other covenants and
agreements applicable to the Specified TiVo Parties set forth in the Agreement.
SECTION 6.03. Financial Covenants. So long as any Obligations shall remain outstanding, the Company shall, unless the Majority Lenders shall
otherwise consent in writing:
(a) Tangible Net Worth. Maintain at all times Tangible Net Worth of not less than the Applicable Tangible Net Worth Covenant (as defined
below).
"Applicable Tangible Net Worth Covenant" means the minimum Tangible Net Worth requirement for the Company as determined by the Administrative
Agent (and disclosed to the Company) on an annual basis within 30 days after the Administrative Agent's receipt of the Company's applicable annual forecast
pursuant to Section 6.01(a)(iv) hereof (or if such forecast is not received by the Administrative Agent within 30 days after such forecast was scheduled to be
received); provided, that in no event shall the Applicable Tangible Net Worth Covenant be less than negative $75,000,000. Each annual determination of the
minimum Tangible Net Worth requirement will be made by the Administrative Agent in its reasonable discretion after consultation with the Company
(subject to the proviso in the foregoing sentence) and will establish the Tangible Net Worth requirements for the Company which shall be applicable until the
Administrative Agent determines (and discloses to the Company) the Applicable Tangible Net Worth Covenant in the succeeding fiscal year. During the
remainder of the first fiscal quarter after such determination and disclosure and for each subsequent fiscal quarter prior to the Administrative Agent's
determination (and disclosure to the Company) of the Applicable Tangible Net Worth Covenant in the succeeding fiscal year, the Company must maintain a
Tangible Net Worth equal to or greater than the relevant level established in accordance with this Section 6.03(a).
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