TiVo 2006 Annual Report Download - page 223

(l) the Company or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability
to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company and the
ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $300,000 or requires payments exceeding $100,000 per
annum; or
(m) the Company or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual
contributions of the Company and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in
which such reorganization or termination occurs by an amount exceeding $300,000; or
(n) (i) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"))
becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 25%, or more, of the capital stock of the Company
having the right to vote for the election of members of the board of directors, or (ii) a majority of the members of the board of directors of the Company do
not constitute Continuing Directors, or (iii) any TiVo Party ceases to directly own and control 100% (or such other percentage of ownership provided on
Schedule 5.02) of the outstanding capital stock of each of its Subsidiaries extant as of the Closing Date; or
(o) there shall occur in the reasonable judgment of the Majority Lenders any Material Adverse Change; or
(p) the agreement listed as item 32 on Schedule 5.23 hereof shall be terminated for any reason and not replaced with another agreement for
comparable service within 90 days or the agreement listed as item 33 on Schedule 5.23 hereof shall be terminated for any reason and not replaced with
another agreement for comparable service within 30 days.
THEN, and in every such event (other than an event with respect to any TiVo Party described in subsection (f) above), and at any time thereafter
during the continuance of such event, the Administrative Agent shall at the request of, or may with the consent of the Majority Lenders, by notice to the
Company, take any or all of the following actions, at the same or different times: (i) declare the Loans then outstanding to be forthwith due and payable in
whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued
Unused Fees and all other liabilities of the Company or any other TiVo Party accrued hereunder and under any other Loan Document, shall become forthwith
due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything
contained herein or in any other Loan Document to the contrary notwithstanding or (ii) terminate all or part of the Commitments; and in any event described
in subsection (f) above, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Unused Fees and all other
liabilities of the Company accrued hereunder and under any other
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