TiVo 2006 Annual Report Download - page 194

above, and (iii) in the case of each Lender, taxes imposed on (or measured by) its net income, and franchise taxes imposed on it (in lieu of net income taxes),
by the jurisdiction of such Lender's lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the Company shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or any Loan Document to any Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to additional sums payable under this Section 3.09) such Lender or the Administrative
Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such
deductions and (iii) the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(b) In addition, the Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document
(hereinafter referred to as "Other Taxes").
(c) The Company will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 3.09), in each case paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 15 days from the date such Lender or the
Administrative Agent (as the case may be) makes written demand therefor. Each Lender and the Administrative Agent will reasonably cooperate in good faith
with the Company to provide such forms or representations as may establish an exemption or reduction in rate of any such Taxes or Other Taxes.
(d) Within 30 days after the date of any payment of Taxes, the Company will furnish to the Administrative Agent, at its address referred on the
signatures pages attached hereto, the original or a certified copy of a receipt evidencing payment thereof.
(e) Each Lender, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender originally party hereto and on
the date of the assignment pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by
the Company (but only so long as such Lender remains lawfully able to do so), shall (i) if such Lender is organized under the laws of a jurisdiction outside the
United States, provide the Company with Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the
Internal Revenue Service, claiming a complete exemption from, or reduction in the rate of, United States withholding tax with respect to any payments to such
Lender of interest payable under this Agreement, or (ii) if such Lender is organized under the laws of the United States and such Lender is not taxed as a
corporation for United States federal Income tax purposes, provide the Company with Internal Revenue Service Form W-9 or applicable successor form. Each
Lender shall promptly notify the Company if it determines that, due to an occurrence of any event (other than a change in law) after the date such Lender
became a Lender hereunder, it is no longer in a position to provide any previously delivered certificate to the Company (or any other form of certification
adopted by the United States taxing authorities for such purpose).
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