TiVo 2006 Annual Report Download - page 229

As used herein, "Indemnified Liabilities" means (other than with respect to Taxes which are handled solely by Section 3.09), collectively, any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature
whatsoever (including fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or
expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign
laws, statutes and rules or regulations (including securities and commercial laws, statutes, rules and regulations), on common law or equitable cause or on
contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this
Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including Lenders' agreement to make the Loans hereunder or
the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents).
To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.06 may be unenforceable in whole or in
part because they are violative of any law or public policy, each Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.
SECTION 9.07. Assignments and Participations.
(a) With the consent of (i) the Administrative Agent and (ii) the Company (so long as no Event of Default or Potential Event of Default has
occurred and is continuing), any Lender may assign, pursuant to documentation satisfactory to the Administrative Agent, to one or more Persons, all or any
pro rata portion of its Commitments and Loans; provided that (x) written notice of each proposed assignment by such Lender shall be given to the
Administrative Agent and the Company not less than 15 days prior to the date of such assignment and (y) except in the case of an assignment to a Lender or
an Affiliate thereof, any assignment made in connection with the syndication of the Loans or an assignment of the entire remaining amount of the assigning
Lender's Commitment, the amount of such Loans or Commitments assigned shall not be less than $5,000,000. Upon the effectiveness of such assignment,
such assignee shall be a Lender for all purposes of this Agreement to the extent of the Loans so assigned to it and such assigning Lender shall be released
from its obligations under this Agreement with respect to the Loans so assigned. The Company agrees that it shall execute and deliver upon request to such
assignee Lender, one or more Notes evidencing such assignee Lender's Loans (against delivery by the assigning Lender of its Note or Notes (if any)).
The Company hereby designates the Administrative Agent to serve as the Company's agent, solely for the purpose of this Section, to maintain a
register (the "Register") on which the Administrative Agent will record each Lender's Commitment, the Loans made by each Lender and the Notes evidencing
such Loans, and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a
copy of each assignment agreement delivered to the Administrative Agent pursuant to this Section. Failure to make any recordation, or any error in such
recordation, shall not affect
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