TiVo 2006 Annual Report Download - page 212

Default under Section 7.01(a) or (f) hereof, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon
request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for
action as the Company shall be entitled to make under such Material Contract (and cause the other TiVo Parties to so perform, observe, maintain, enforce and
take such actions, as applicable), except, in the case of clauses (i)-(iii), where the failure to do so, either individually or in the aggregate, could not have a
Material Adverse Effect.
(q) Additional Security. (i) Upon the formation or acquisition of any Subsidiary by the Company or any other TiVo Party otherwise permitted by
the Loan Documents, (ii) at any time that the provisions contained in the agreements listed as items 24, 25 and 44 described on Schedule 5.23 hereof or any
similar agreement permitted hereunder (together, the "Restrictive Agreements") that restrict any Subsidiary of the Company from pledging any of its assets or
guaranteeing any obligations of the Company shall have been eliminated or otherwise become inapplicable and (iii) with respect to any Foreign Subsidiary, at
any time that there are no Adverse Tax Consequences (as defined below), (A) cause such Subsidiary to guarantee the obligations of the Company pursuant to
a guaranty in form and substance satisfactory to the Administrative Agent and pledge security interests in (in form and substance acceptable to the
Administrative Agent) all of its property and assets including intellectual property (to the extent not restricted from being so pledged pursuant to any
Restrictive Agreement) to the Administrative Agent as security for such guarantee, and (B) pledge security interests in favor of the Administrative Agent as
additional Collateral hereunder in all Equity Interests of any such Subsidiary (or if such pledge would result in Adverse Tax Consequences, such lesser
percentage in which a security interest may be granted without resulting in Adverse Tax Consequences, it being understood that on the date hereof, such
percentage is 65% with respect to the Company's Foreign Subsidiaries). Notwithstanding the foregoing, even if the Company is not then currently subject to
any Restrictive Agreements, if the Company determines 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 trademarks and foreign intellectual property to cause any such Subsidiary to continue to hold such assets in a
bankruptcy remote special purpose entity that is restricted from pledging any of such assets or guaranteeing any obligations of the Company, so long as no
Event of Default or Potential Event of Default has occurred and is continuing, the Company shall not be required to comply with the requirements set forth in
clause (A) of this Section 6.01(q). For purposes of this section, "Adverse Tax Consequences" means adverse tax consequences to the Company under
Section 956 (or a successor provision) of the Internal Revenue Code.
(r) Within 30 days after the end of each Fiscal Quarter of the Company, the Company shall provide the information set forth on Exhibit E hereto
with respect Persons which became new Customers of the Company in such Fiscal Quarter.
(s) (i) promptly and in any event (A) within 30 days after the Company or any ERISA Affiliate thereof knows or has reason to know that any
ERISA Event with respect to any Plan has occurred, or (B) within 30 days after the Company or any ERISA Affiliate thereof knows or has reason to know
that an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the
minimum funding standard (including installment payments) or an extension of any
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