TiVo 2006 Annual Report Download - page 222

to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased,
or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or
(f) the Company or any other TiVo Party shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any
other TiVo Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order
for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed
or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or the Company or any other
TiVo Party shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or
(g) any judgments or orders, either individually or in the aggregate, for the payment of money in excess of $100,000 shall be rendered against the
Company or any other TiVo Party and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or
(h) any non-monetary judgment or order shall be rendered against the Company or any other TiVo Party that would reasonably be expected to
have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect; or
(i) any material provision of any Loan Document after delivery thereof shall for any reason cease to be valid and binding on or enforceable
against the Company or any other TiVo Party, or the Company or any other TiVo Party shall so state in writing; or
(j) any Collateral Document or related financing statement after delivery thereof shall for any reason (other than pursuant to the express terms
thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby; or
(k) any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of
the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or
the liability of the Company and the ERISA Affiliates related to such ERISA Event) exceeds $300,000; or
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