TiVo 2006 Annual Report Download - page 211

Affiliates on terms that are fair and reasonable and no less favorable to the Company or such TiVo Party than it would obtain in a comparable arm's-length
transaction with a Person that is not an Affiliate.
(n) Additional Collateral. Execute, deliver and record (or, as appropriate, cause the execution, delivery and recordation) at any time upon
Administrative Agent's reasonable request and in form and substance reasonably satisfactory to Administrative Agent, any of the following instruments in
favor of Administrative Agent as additional Collateral hereunder: (i) mortgages, deeds of trust, security interests and/or collateral assignments on or of any
real or personal property owned, leased or licensed by it or any other Loan Party, and (ii) certificates of title encumbrances against any of its or any other
Loan Party's titled vehicles, and (iii) any other like collateral assignments or agreements specifically covering any of its or any other Loan Party's property
(including assignments of intellectual property (including, without limitation foreign intellectual property), Account Control Agreements and Collateral
Access Agreements), and (iv) any financing or continuation statements reasonably requested by Administrative Agent; provided, that TiVo Brands LLC and
TiVo International, Inc. shall not be required to execute any such security documents or assign any such intellectual property unless required pursuant to
Section 6.01(q) hereof.
(o) Further Assurances. (i) Promptly upon request by Administrative Agent, or any Lender through the Administrative Agent, correct and cause
each other Loan Party to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or
recordation thereof, and
(ii) Promptly upon request by Administrative Agent or any Lender through the Administrative Agent, do, execute, acknowledge, deliver,
record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust,
trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates,
assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to
time (and cause the other Loan Parties to do the same) in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the
fullest extent permitted by applicable law, subject the Company's or any other Loan Party's properties, assets, rights or interests to the Liens now or
hereafter intended to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and any of the Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and
confirm more effectively unto the Administrative Agent the rights granted or now or hereafter intended to be granted to the Administrative Agent
under any Loan Document or under any other instrument executed in connection with any Loan Document to which Company or any other Loan
Party is a party.
(p) Performance of Material Contracts. (i) Perform and observe all the terms and provisions of each Material Contract to be performed or
observed by it, (ii) maintain each such Material Contract in full force and effect, (iii) enforce each such Material Contract in accordance with its terms,
(iv) after the occurrence and during the continuance of an Event of
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