TiVo 2006 Annual Report Download - page 226

against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any
action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence
or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable
share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights
or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Company.
SECTION 8.06. Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the
Lenders and the Company. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent which, so long
as no Potential Event of Default or Event of Default shall have occurred and be continuing, shall be approved by the Company, such approval not to be
unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which, so long as no Potential Event of Default or Event of
Default shall have occurred and be continuing, shall be reasonably satisfactory to the Company. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations
under this Agreement. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article VIII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.
SECTION 8.07. Collateral Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release
any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon termination of the Commitments and payment in full of all
Loans and all other Obligations; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted
hereunder; or (iii) subject to Section 9.01, if approved, authorized or ratified in writing by the Majority Lenders; or (b) to subordinate its interest in any
Collateral to any holder of a Lien on such Collateral which is permitted by Section 6.02(b)(iv) (it being understood that the Administrative Agent may
conclusively rely on a certificate from the Company in determining whether the Debt secured by any such Lien is permitted by Section 6.02). Upon request by
the Administrative Agent at any time, Lenders will confirm in writing the Administrative Agent's authority to release, or subordinate its interest in, particular
types or items of Collateral pursuant to this Section 9.17.
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