TiVo 2006 Annual Report Download - page 190

(d) Accrued Interest. All prepayments under this Section 2.07 shall be made together with accrued interest to the date of such prepayment on the
principal amount prepaid.
SECTION 2.08. Pro Rata Treatment. Each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on
the Loans, each payment of the Unused Fees and each reduction of the Commitments shall be allocated pro rata among the Lenders by the Administrative
Agent, in accordance with each Lender's respective Commitment (or, if such Commitment shall have expired or been terminated, in accordance with the
respective principal amounts of each Lender's outstanding Loans).
ARTICLE III
GENERAL PROVISIONS CONCERNING THE LOANS
SECTION 3.01. Use of Proceeds. The proceeds of the Loans hereunder shall be used by the Company exclusively for working capital and
general corporate needs. No portion of the proceeds of any Borrowing under this Agreement shall be used by the Company in any manner that might cause the
Borrowing or the application of such proceeds to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve
System or to violate the Securities Exchange Act of 1934, as amended from time to time, and any successor statute, in each case as in effect on the Closing
Date and on the date of such use of proceeds.
SECTION 3.02. Default Interest. Notwithstanding anything to the contrary contained in Section 2.06, upon the occurrence and during the
continuation of any Event of Default under Section 7.01(a) (or upon notice from the Administrative Agent with respect to any other Events of Default
provided in Section 7.01), the outstanding principal amount of the Loans shall bear interest at a rate per annum which is equal to two percent above the rate
which would otherwise be applicable to the Loans pursuant to Section 2.06, from the date of such nonpayment until paid in full (after as well as before
judgment), payable on demand.
SECTION 3.03. Computation of Interest and Fees.
(a) Calculations. Interest in respect of any LIBOR Loan shall be calculated on the basis of a 360 day year for the actual days elapsed. Interest in
respect of any Loan that bears interest at the Prime Rate plus the Prime Rate Margin shall be calculated on the basis of a 365 day year for the actual days
elapsed.
(b) Determination by Administrative Agent. Each determination of an interest rate or fee by the Administrative Agent pursuant to any provision
of this Agreement shall be conclusive and binding on the Company in the absence of demonstrable error.
SECTION 3.04. Payments.
(a) Payments; Settlement. The Company shall make each payment of principal, interest, fees or otherwise hereunder and under the Notes, without
setoff or counterclaim, not later than 2:00 P.M., New York City time, on the day when due in lawful money of the United States of America in immediately
available funds to the Administrative Agent at the account of the Administrative Agent designated from time to time, and all funds received after such time
shall be deemed received on the next Business Day; provided however that any payment made
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