TiVo 2006 Annual Report Download - page 144

Exhibit 10.32
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement") is entered into as of October 6,
2006 (the "Effective Date") by and between GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its
successors and assigns, the "Mortgagee"), and TIVO INC., a Delaware corporation (hereinafter, collectively the "Tenant"), with reference to the following
facts:
A. BIXBY TECHNOLOGY CENTER, LLC, a Delaware limited liability company, whose address is 1200 Newport Center Drive, Suite 120,
Newport Beach, CA 92660 (the "Landlord") owns fee simple title or a leasehold interest in the real property described in Exhibit "A" attached hereto (the
"Property").
B. Mortgagee has made or intends to make a loan to Landlord (the "Loan").
C. To secure the Loan, Landlord has or will encumber the Property by entering into a mortgage or deed of trust in favor of Mortgagee (as
amended, increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the "Mortgage") to be recorded in
the Office of the Clerk-Recorder for the County of Santa Clara, State of California.
D. Pursuant to the Lease effective October 6, 1999 and as amended, February 1, 2006, (the "Lease"), Landlord demised to Tenant a portion of the
Property consisting of the following (the "Leased Premises"): Building D & E, consisting of 127,124 rentable square feet.
E. Tenant and Mortgagee desire to agree upon the relative priorities of their interests in the Property and their rights and obligations if certain
events occur.
NOW, THEREFORE, for good and sufficient consideration, Tenant and Mortgagee agree:
1. Definitions. The following terms shall have the following meanings for purposes of this Agreement.
a. Foreclosure Event. A "Foreclosure Event" means: (i) foreclosure under the Mortgage; (ii) any other exercise by Mortgagee of rights and remedies
(whether under the Mortgage or under applicable law, including bankruptcy law) as holder of the Loan and/or the Mortgage, as a result of which a Mortgagee
becomes owner of the Property; or (iii) delivery by Landlord to Mortgagee (or its designee or nominee) of a deed or other conveyance of Landlord's interest in
the Property in lieu of any of the foregoing.
b. Former Landlord. A "Former Landlord" means Landlord and any other party that was landlord under the Lease at any time before the occurrence of
any attornment under this Agreement.