This excerpt taken from the TIVO 10-K filed Apr 16, 2007.
EVENTS OF DEFAULT
SECTION 7.01. Events of Default. If any of the following events (each, an Event of Default and collectively, Events of Default) shall occur and be continuing:
(a) The Company shall fail to pay any installment of the principal when due, or shall fail to pay any installment of interest or other amount payable hereunder or under any other Loan Document when due for a period of three Business Days; or
(b) Any representation or warranty made by the Company herein or by the Company or any other TiVo Party (or any of their respective officers) in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made; or
(c) the Company shall fail to perform or observe any term, covenant or agreement contained in Sections 3.01, 6.01(a) through (c), (e), (f), (h), (j), (m), (q) or (u), 6.02 or 6.03; or
(d) the Company or any other TiVo Party shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 20 days after the earlier of the date on which (i) an officer of the Company or any other TiVo Party becomes aware of such failure or (ii) written notice thereof shall have been given to the Company by the Administrative Agent or any Lender; or
(e) the Company or any other TiVo Party shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $5,000,000 either individually or in the aggregate (but excluding Debt outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to mature; or any such Debt shall be declared
to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or
(f) the Company or any other TiVo Party shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any other TiVo Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or the Company or any other TiVo Party shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or
(g) any judgments or orders, either individually or in the aggregate, for the payment of money in excess of $100,000 shall be rendered against the Company or any other TiVo Party and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(h) any non-monetary judgment or order shall be rendered against the Company or any other TiVo Party that would reasonably be expected to have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(i) any material provision of any Loan Document after delivery thereof shall for any reason cease to be valid and binding on or enforceable against the Company or any other TiVo Party, or the Company or any other TiVo Party shall so state in writing; or
(j) any Collateral Document or related financing statement after delivery thereof shall for any reason (other than pursuant to the express terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby; or
(k) any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Company and the ERISA Affiliates related to such ERISA Event) exceeds $300,000; or
(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
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.