TiVo 2006 Annual Report Download - page 224

Loan Document, shall automatically become due and payable and the Commitments shall automatically terminate, all 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.
SECTION 7.02. Application of Proceeds During Event of Default. Upon the occurrence and during the continuation of an Event of Default, if
requested by the Majority Lenders, or upon acceleration of the Obligations pursuant to Section 7.01, (a) all payments received by the Administrative Agent
and (b) all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or (then or at any time thereafter) applied in full
or in part by the Administrative Agent, in each case in the following order of priority:
(i) to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances made or
incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation,
reimbursement and indemnification under any Loan Document and all advances made by the Administrative Agent thereunder for the account of the
Company, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the Loan Documents, all in
accordance with the terms of this Agreement and the other Loan Documents;
(ii) thereafter, to the payment of all other Obligations for the ratable benefit of the holders thereof; and
(iii) thereafter, to the payment to or upon the order of the Company or to whosoever may be lawfully entitled to receive the same or as a court
of competent jurisdiction may direct.
ARTICLE VIII
THE ADMINISTRATIVE AGENT
SECTION 8.01. Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of
the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon
all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender
prompt notice of each notice given to it by the Company pursuant to the terms of this Agreement.
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