TiVo 2006 Annual Report Download - page 225

SECTION 8.02. Administrative Agent's Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the
Administrative Agent; (b) may consult with legal counsel (including counsel for the Company), independent public accountants and other experts selected by
it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or
in connection with this Agreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of the Company or any other TiVo Party or to inspect the property (including the books and records) of the Company
or any other TiVo Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or
sent by the proper party or parties.
SECTION 8.03. Citigroup Global Markets Realty Corp. and Affiliates. With respect to any Commitment of, any Loans made by it and any Note
issued to it, Citigroup Global Markets Realty Corp. shall have the same rights and powers under this Agreement as any other Lender and may exercise the
same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citigroup
Global Markets Realty Corp. in its individual capacity. Citigroup Global Markets Realty Corp. and its affiliates may accept deposits from, lend money to, act
as trustee under indentures of, and generally engage in any kind of business with, the Company, any of its Subsidiaries and any Person who may do business
with or own securities of the Company or any such Subsidiary, all as if Citigroup Global Markets Realty Corp. were not the Administrative Agent and without
any duty to account therefor to the Lenders.
SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent or any other Lender and based on the financial statements of Company received by such Lender and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement.
SECTION 8.05. Indemnification. The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company),
ratably according to the respective principal amounts of the Loans then made by each of them (or if no Loans are at the time outstanding ratably according to
the respective amounts of their Commitments), from and
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