TiVo 2006 Annual Report Download - page 230

the Company's Obligations in respect of such Loans or Notes. The entries in the Register shall be conclusive (provided, however, that any failure to make any
recordation or any error in such recordation shall be corrected by the Administrative Agent upon notice or discovery thereof), and the Company, the
Administrative Agent and the Lenders shall treat each Person in whose name a Loan and related Note is registered as the owner thereof for all purposes of this
Agreement, notwithstanding notice or any provision herein to the contrary. A Lender's Loans made pursuant thereto and the Notes evidencing such Loans
may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of
a Lender's Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of an assignment agreement duly
executed by the assignor thereof. No assignment or transfer of a Lender's Loans made pursuant thereto or the Notes evidencing such Loans shall be effective
unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.
(b) Each Lender may sell participations to one or more Persons in all or a portion of such Lender's rights and/or obligations under this
Agreement; provided that written notice of each such proposed sale by such Lender shall be given to the Administrative Agent and the Company not less than
15 days prior to the date of such sale; provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (iii) the Company, Administrative Agent and Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the participant, agree to any amendment, modification or waiver directly affecting (x) an extension of the scheduled final maturity date
of any Loan allocated to such participation or (y) a reduction of the principal amount of or the rate of interest payable on any Loan allocated to such
participation. To the extent permitted by law, each participant also shall be entitled to the rights of set-off of Section 9.03 and to the benefits of Section 3.07
and 3.09 as though it were a Lender, provided that such participant agrees to be subject to Section 3.06 as though it were a Lender.
Each Lender that sells a participating interest in any Loan or other interest to a participant shall, as agent of the Company solely for the purpose
of this Section 9.07, record in book entries maintained by such Lender the name and the amount of the participating interest of each participant entitled to
receive payments in respect of such participating interests.
(c) Each Lender may at any time pledge or assign a security interest in all or any portion of its Loans, and the other Obligations owed to such
Lender, to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to any Federal Reserve Bank;
provided that no Lender shall be relieved of any of its obligations hereunder as a result of any such assignment or pledge.
SECTION 9.08. Effectiveness; Binding Effect; Governing Law. This Agreement shall become effective when it shall have been executed by the
Company, the
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