TiVo 2006 Annual Report Download - page 188

Borrowing Request not later than noon, New York City time, one Business Day before a proposed Borrowing, together with a Borrowing Base Certificate
calculating the Borrowing Base as of the prior day. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Company and shall
specify the following information: (i) the date of such Borrowing (which shall be a Business Day); (ii) the number and location of the account to which funds
are to be disbursed (which shall be a deposit account that is subject to an Account Control Agreement); and (iii) the amount of such Borrowing; provided,
however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth
in Section 2.02. Promptly after receipt of a Borrowing Request, the Administrative Agent shall notify the Lenders (and in any event not later than noon New
York City time on the borrowing date applicable thereto), by telecopy, telephone, or other similar form of transmission, of the Borrowing Request. Each
Lender shall make the amount of such Lender's pro rata share of the requested borrowing available to the Administrative Agent in immediately available
funds in the manner set forth in Section 2.02; provided, however, that, no Lender shall have the obligation to make any Loan to the Company if the
Administrative Agent or such Lender shall have actual knowledge that (x) one or more of the applicable conditions precedent set forth in Section 4.02 will not
be satisfied on the requested funding date for the applicable Borrowing unless such condition has been waived by the Majority Lenders, or (y) the requested
Borrowing would exceed Borrowing Availability on such date.
SECTION 2.04. Evidence of Debt; Promissory Notes. The Loans shall be paid, for the account of each Lender according to its pro rata share of
the Loans, in full on the Maturity Date.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to the
Lender resulting from each Loan made by the Lender from time to time, including the amounts of principal and interest payable and paid to the Lender from
time to time under this Agreement.
(c) The entries made in the accounts maintained pursuant to clause (b) above shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of a Lender to maintain such accounts or any error therein shall not in any manner affect the
obligations of the Company to repay the Loans in accordance with the terms hereof.
(d) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, the Company shall execute and
deliver to such Lender a promissory note payable to such Lender and its registered assigns substantially in the form of Exhibit A attached hereto (each, a
"Note" and collectively, "Notes").
SECTION 2.05. Fees. In addition to any fees payable to the Administrative Agent pursuant to the Fee Letter, the Company agrees to pay to the
Administrative Agent for the account of each Lender an Unused Fee (an "Unused Fee") of (a) on each Interest Payment Date on which the aggregate principal
amount of all outstanding Loans does not exceed Sub-Limit A, 0.25% per annum on the difference between Sub-Limit A and the average aggregate principal
amount of all outstanding Loans during the preceding calendar month (or partial monthly period, as applicable), (b) on the first Interest Payment Date on
which the aggregate principal amount of
20