TiVo 2006 Annual Report Download - page 227

ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision of the Loan Documents nor consent to any departure by the
Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Company (and each other
applicable TiVo Party signatory thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following:
(a) waive any of the conditions specified in Section 4.01, (b) change the percentage of the Commitments or of the aggregate unpaid principal amount of the
Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder or (c) amend this Section 9.01;
provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (i) increase the
Commitments, (ii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (iii) postpone any date fixed for any
payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (iv) release all or substantially all of the Collateral or
release all of the guarantors under any guaranty executed by any TiVo Party in favor of the Administrative Agent and Lenders; provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.
SECTION 9.02. Notices, Etc. Except as otherwise set forth in this Agreement, all notices and other communications provided for hereunder shall
be in writing and may be personally served, or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile in complete and legible form, if to the Company, at its address set forth on the signature
page hereof; and if to any Lender or the Administrative Agent, at its address set forth on the signature page hereof; or, as to each party, at such other address
as shall be designated by such party in a written notice to the other parties. All such notices and communications shall be effective when deposited in the mail
or sent by telecopy, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until
received by the Administrative Agent.
SECTION 9.03. Right of Setoff. Upon and after the occurrence and during the continuance of any Event of Default, each Lender and each of its
Affiliates is hereby authorized by the Company, at any time and from time to time, without notice, to set off against, and to appropriate and apply to the
payment of, the obligations and liabilities of the Company under the Loan Documents (whether matured or unmatured, fixed or contingent or liquidated or
unliquidated) any and all amounts owing by such Lender to the Company or any other TiVo Party (whether payable in Dollars or any other currency, whether
matured or unmatured, and, in the case of deposits, whether general or special, time or demand and however evidenced). The rights of each Lender under this
Section 9.03 are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.
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