TiVo 2006 Annual Report Download - page 193

become so entitled. A statement incorporating the calculation as to any additional amounts payable pursuant to the foregoing sentence submitted by the
affected Lender to the Company shall be conclusive in the absence of manifest error. This covenant shall survive termination of this Agreement and payment
of the Obligations.
SECTION 3.08. Illegality. Notwithstanding any other provisions herein, if (a) any requirement of law or any change therein or in the
interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Loans as LIBOR Loans as contemplated by this
Agreement, or (b) any Lender shall have determined (which determination shall be conclusive and binding upon the Company) that by reason of
circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining LIBOR, or (c) any Lender shall have
determined (which determination shall be conclusive and binding on the Company) that the rate applicable hereunder with respect to LIBOR Loans will not
adequately and fairly reflect the cost to such Lender of maintaining or funding such LIBOR Loans, then (i) the obligation of the Lenders to make or maintain
LIBOR Loans shall forthwith be suspended and such Lender shall promptly notify the Company thereof (by telephone confirmed in writing), (ii) each Loan
then outstanding, if any, shall, from and including the date that is 15 days after the Company's receipt of notice from the Administrative Agent of the
occurrence of any condition set forth in clauses (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at
the rate per annum equal to the Prime Rate plus the Prime Rate Margin and (iii) each request by the Company for a LIBOR Borrowing shall be deemed a
request for a Prime Rate Borrowing at the Prime Rate plus the Prime Rate Margin. If subsequent to such suspension of the obligation of the Lenders to make
or maintain LIBOR Loans it becomes lawful for each Lender to make or maintain LIBOR Loans, or the circumstances described in clause (b) or (c) above no
longer exist, the Administrative Agent shall so notify the Company and the Lenders' obligations to make LIBOR Loans shall be reinstated effective as of the
date it becomes lawful for each Lender to make or maintain LIBOR Loans or the circumstances described in clause (b) or (c) above no longer exist. The
Company hereby agrees to pay each Lender, within 10 days of its demand, any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this Section, including, but not limited to, any interest or fees payable by such Lender
to lenders of funds obtained by it in order to make or maintain its LIBOR Loans hereunder (such Lender's notice of such costs to be conclusive absent
manifest error).
SECTION 3.09. Taxes.
(a) Any and all payments by the Company hereunder or under any Loan Document shall be made, in accordance with Section 3.04, free and clear
of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all interest, penalties or other
liabilities with respect thereto, excluding (i) in the case of each Lender and the Administrative Agent, taxes imposed on (or measured by) its net income, and
franchise taxes imposed on it (in lieu of net income taxes), by the United States or by the jurisdiction under the laws of which such Lender or the
Administrative Agent (as the case may be) is organized or any political subdivision thereof or in which its principal office is located or does business, (ii) in
the case of each Lender, any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (i)
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