TiVo 2006 Annual Report Download - page 228

SECTION 9.04. No Waiver; Remedies. No failure on the part of the Administrative Agent or any Lender or any of their respective Affiliates to
exercise, and no delay in exercising, any right under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
SECTION 9.05. Costs and Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to pay
promptly: (a) all out-of-pocket costs and expenses of the Administrative Agent and of the Lenders of negotiation, preparation and execution of the Loan
Documents and any consents, amendments, waivers or other modifications thereto; (b) all costs and expenses of furnishing all opinions by counsel for the
Company and the Loan Parties (including any opinions requested by Administrative Agent or Lenders as to any legal matters arising hereunder) and of the
Company's and each other TiVo Party's performance of and compliance with all agreements and conditions on its part to be performed or complied with under
this Agreement and the other Loan Documents; (c) all fees, expenses and disbursements of counsel to Administrative Agent in connection with the
negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by the Company; (d) all documented costs and expenses, including reasonable attorneys' fees and fees, costs and
expenses of accountants, advisors and consultants, incurred by Administrative Agent and its counsel relating to efforts to evaluate or assess any TiVo Party,
its business or financial condition, including in connection with inspections described in Section 6.01(h) hereof; provided, that so long as no Event of Default
or Potential Event of Default has occurred and is continuing, the Company shall not be required to reimburse the Administrative Agent for such costs and
expenses incurred in connection with an inspection pursuant to such Section 6.01(h) more than three times per trailing 12 month period (which number shall
be reduced to two at any time that the Company shall have Consolidated Net Income Before Taxes of greater than $0 for the most recently ended period of
four fiscal quarters for which financial statements are available); and (e) all documented costs and expenses, including attorneys' fees, fees, costs and expenses
of accountants, advisors and consultants and costs of settlement, incurred by Administrative Agent and Lenders in enforcing any Obligations of or in
collecting any payments due from any TiVo Party hereunder or under the other Loan Documents (including the enforcement of the Loan Documents) or in
connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any
insolvency or bankruptcy proceedings.
SECTION 9.06. Indemnity. In addition to the payment of expenses pursuant to Section 9.05, whether or not the transactions contemplated hereby
shall be consummated, the Company agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless Administrative Agent
and Lenders, and the officers, directors, trustees, employees, agents, advisors and affiliates of Administrative Agent and Lenders (collectively called the
"Indemnitees"), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Company shall not have any obligation to any
Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful
misconduct of that Indemnitee.
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