TiVo 2006 Annual Report Download - page 192

account of the Loans obtained by all the Lenders, then such Lender shall forthwith purchase from the other Lenders such participations in the Loans owing to
them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender
shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according
to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Company agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section or any other provision of this Agreement may, to the fullest extent permitted by law, exercise all of
its rights of payment (including the right to set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Company in the
amount of such participation.
SECTION 3.07. Requirements of Law. Subject to the provisions of Section 3.09, which shall solely govern the matters covered thereby, in the
event that, after the Closing Date, any law, regulation or directive or any change therein or in the interpretation or application thereof or compliance by any
Lender with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, agency or
instrumentality:
(a) does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note or any Loan made hereunder or
change the basis of taxation of payments to any Lender of principal, commitment fee, interest or any other amount payable hereunder (except for withholding
taxes and taxes on the overall net income of such Lender);
(b) does or shall impose, modify or hold applicable any reserve, assessment rate, special deposit, compulsory loan or other requirement against
assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by,
any office of any Lender which are not otherwise included in the determination of LIBOR at any time;
(c) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or other requirement against the LIBOR Loans;
or
(d) does or shall impose on any Lender any other condition;
and the result of any of the foregoing is to increase the cost to any Lender of making, renewing or maintaining the LIBOR Loans or to reduce any amount
receivable thereunder (which increase or reduction shall be determined by such Lender's reasonable allocation of the aggregate of such cost increases or
reduced amounts receivable resulting from such events) by any amount which such Lender reasonably deems material, then, in any such case, the Company
shall pay to such Lender, within 10 days of its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced
amount receivable as determined by such Lender with respect to this Agreement. If any Lender becomes entitled to claim any additional amounts pursuant to
this subsection, it shall notify the Company of the event by reason of which it has
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