TiVo 2006 Annual Report Download - page 195

(f) For any period with respect to which a Lender has failed to provide the Company with the appropriate form described in Section 3.09(e) (other
than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not
be entitled to indemnification under Section 3.09(a) with respect to Taxes imposed by the United States; provided, however, that should a Lender become
subject to Taxes because of its failure to deliver a form required hereunder, the Company shall, at the expense of such Lender, take such steps as the Lender
shall reasonably request to assist the Lender to recover such Taxes.
(g) If the Administrative Agent or a Lender (or an assignee) determines in its reasonable discretion that it has received a refund of any Taxes or
Other Taxes as to which it has been indemnified by the Company or with respect to which the Company has paid additional amounts pursuant to this
Section 3.09, it shall pay over such refund to the Company (but only to the extent of indemnity payments made, or additional amounts paid, by the Company
under this Section 3.09 with respect to the Taxes or the Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender (or assignee) and without interest (other than any interest paid by the relevant taxation authority or other authority attributable to such refund);
provided, however, that if the Administrative Agent or such Lender (or assignee) is required to repay all or a portion of such refund to the relevant taxation
authority or other authority, the Company, upon the request of the Administrative Agent or such Lender (or assignee), agrees to repay the amount paid over to
the Company that is required to be repaid (plus any penalties, interest or other charges imposed by the relevant taxation authority or other authority) to the
Administrative Agent or such Lender (or assignee) within a reasonable time (not to exceed 10 days) after receipt of written notice that the Administrative
Agent or such Lender (or assignee) is required to repay such refund (or a portion thereof) to such taxation authority or other authority. Nothing contained in
this Section 3.09(g) shall require the Administrative Agent or any Lender (or assignee) to make available its tax returns or any other information which it
deems confidential to the Company or any other person. Notwithstanding anything to the contrary, in no event will the Administrative Agent or any Lender
(or assignee) be required to pay any amount to the Company the payment of which would place the Administrative Agent or such Lender (or assignee) in a
less favorable net after-tax position than the Administrative Agent or such Lender (or assignee) would have been in if the additional amounts giving rise to
such refund of any Taxes or Other Taxes had never been paid.
(h) The agreements and obligations of the Company contained in this Section 3.09 shall survive termination of this Agreement and payment of
the Obligations.
SECTION 3.10. Mitigation; Replacement of Lenders.
(a) Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in,
and will use reasonable commercial efforts available to it (and not, in such Lender's sole judgment, otherwise disadvantageous to such Lender) to mitigate or
avoid, (i) any obligation by the Company to pay
27