**Exhibit 10.32**

**SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT**

**THIS SUBORDINATION,NON-DISTURBANCE AND ATTORNMENT AGREEMENT**(“***Agreement***”) is entered into as of October 6, 2006 (the “***Effective Date***”) by and between **GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.**, a Delawarecorporation (together with its successors and assigns, the “***Mortgagee***”), and **TIVO INC.,** a Delaware corporation (hereinafter, collectively the “***Tenant***”), with reference to the following facts:

A. **BIXBY TECHNOLOGY CENTER, LLC**, a Delaware limited liability company, whose address is 1200 Newport Center Drive, Suite 120,Newport Beach, CA 92660 (the “***Landlord***”) owns fee simple title or a leasehold interest in the real property described in Exhibit “A” attached hereto (the “***Property***”). 

B. Mortgagee has made or intends to make a loan to Landlord (the “***Loan***”). 

C. To secure the Loan, Landlord has or will encumber the Property by entering into a mortgage or deed of trust in favor of Mortgagee (as amended,increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the “***Mortgage***”) to be recorded in the Office of the Clerk-Recorder for the County of Santa Clara, State ofCalifornia. 

D. Pursuant to the Lease effective October 6, 1999 and as amended, February 1, 2006, (the“***Lease***”), Landlord demised to Tenant a portion of the Property consisting of the following (the “***Leased Premises***”): Building D & E, consisting of 127,124 rentable square feet. 

E. Tenant and Mortgagee desire to agree upon the relative priorities of their interests in the Property and their rights and obligations if certainevents occur. 

NOW, THEREFORE, for good and sufficient consideration, Tenant and Mortgagee agree: 

1. *Definitions*. The following terms shall have the following meanings for purposes of this Agreement. 

a. *Foreclosure Event*. A “***Foreclosure Event***” means: (i) foreclosure under the Mortgage; (ii) any otherexercise by Mortgagee of rights and remedies (whether under the Mortgage or under applicable law, including bankruptcy law) as holder of the Loan and/or the Mortgage, as a result of which a Mortgagee becomes owner of the Property; or(iii) delivery by Landlord to Mortgagee (or its designee or nominee) of a deed or other conveyance of Landlord’s interest in the Property in lieu of any of the foregoing. 

b. *Former Landlord*. A “***Former Landlord***” means Landlord and any other party that was landlord under the Lease at anytime before the occurrence of any attornment under this Agreement. 

c. *Offset Right*. An “***Offset Right***” means any right or alleged rightof Tenant to any offset, defense (other than one arising from actual payment and performance, which payment and performance would bind a Successor Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abatement againstTenant’s payment of Rent or performance of Tenant’s other obligations under the Lease, arising (whether under the Lease or under applicable law) from Landlord’s breach or default under the Lease. 

d. *Rent*. The “***Rent***” means any fixed rent, base rent or additional rent under the Lease. 

e. *Successor Landlord*. A “***Successor Landlord***” means any party that becomes owner of the Property as the result of aForeclosure Event. 

f. *Termination Right*. A “***Termination Right***” means any right of Tenant to cancelor terminate the Lease or to claim a partial or total eviction arising (whether under the Lease or under applicable law) from Landlord’s breach or default under the Lease. 

g. *Other Capitalized Terms.* If any capitalized term is used in this Agreement and no separate definition is contained in this Agreement,then such term shall have the same respective definition as set forth in the Lease. 

2. *Subordination*. The Lease, as the same may hereafterbe modified, amended or extended, shall be, and shall at all times remain, subject and subordinate to the terms conditions and provisions of the Mortgage, the lien imposed by the Mortgage, and all advances made under the Mortgage. Notwithstandingthe foregoing, Mortgagee may elect, in its sole and absolute discretion, to subordinate the lien of the Mortgage to the Lease. 

3. *Nondisturbance,Recognition and Attornment*. 

a. *No Exercise of Mortgage Remedies Against Tenant*. So long as the Tenant is not indefault under the Lease beyond any applicable grace or cure periods (an “***Event of Default***”), Mortgagee shall not terminate or disturb Tenant’s possession of the Leased Premises under the Lease, except in accordance withthe terms of the Lease. 

b. *Recognition and Attornment*. Upon Successor Landlord taking title to the Property(i) Successor Landlord shall be bound to Tenant under all the terms and conditions of the Lease; (ii) Tenant shall recognize and attorn to Successor Landlord as Tenant’s direct landlord under the Lease; and (iii) the Lease shallcontinue in full force and effect as a direct lease, in accordance with its terms, between Successor Landlord and Tenant. Tenant hereby acknowledges notice that pursuant to the Mortgage and assignment of rents, leases and profits, Landlord hasgranted to the Mortgagee an absolute, present assignment of the Lease and Rents which provides that Tenant continue making payments of Rents and other amounts owed by Tenant under the Lease to the Landlord and to recognize the rights of Landlordunder the Lease until notified otherwise in writing by the Mortgagee. After receipt of such notice from Mortgagee, the Tenant shall thereafter make all such payments directly to the Mortgagee or as the Mortgagee may otherwise direct. Landlordconsents to the foregoing and waives any right, claim or demand which Landlord may have against Tenant by reason of such payments to Mortgagee or as Mortgagee directs. 

 

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c. *Further Documentation*. The provisions of this Article 3 shall be effective andself-operative without any need for Successor Landlord or Tenant to execute any further documents. Tenant and Successor Landlord shall, however, confirm the provisions of this Article 3 in writing upon request by either of them within ten(10) days of such request. 

d. 

4.*Miscellaneous*. 

a. *Notices*. Any notice or request given or demand made under this Agreement by one party to theother shall be in writing, and may be given or be served by hand delivered personal service, or by depositing the same with a reliable overnight courier service or by deposit in the United States mail, postpaid, registered or certified mail, andaddressed to the party to be notified, with return receipt requested or by telefax transmission, with the original machine-generated transmit confirmation report as evidence of transmission. Notice deposited in the mail in the manner hereinabovedescribed shall be effective from and after the expiration of three (3) days after it is so deposited; however, delivery by overnight courier service shall be deemed effective on the next succeeding business day after it is so deposited andnotice by personal service or telefax transmission shall be deemed effective when delivered to its addressee or within two (2) hours after its transmission unless given after 3:00 p.m. on a business day, in which case it shall be deemedeffective at 9:00 a.m. on the next business day. For purposes of notice, the addresses and telefax number of the parties shall, until changed as herein provided, be as follows: 

 

i.
 If to the Mortgagee, at: Greenwich Capital Financial Products, Inc. 600 Steamboat Road Greenwich, Connecticut 06830 Attn: Mortgage Loan Department Telecopy No.: (203) 618-2052
ii.
 If to the Tenant, at: TiVo, Inc. 2160 Gold Street Alviso, California 95002 Attn: General Counsel Telecopy No.: (408) 519-5333
b. *Successors and Assigns*. This Agreement shall bind and benefit the parties, theirsuccessors and assigns, any Successor Landlord, and its successors and assigns. If Mortgagee assigns the Mortgage, then upon delivery to Tenant of written notice thereof accompanied by the assignee’s written assumption of all obligations underthis Agreement, all liability of the assignor shall terminate. 

 

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c. *Entire Agreement*. This Agreement constitutes the entire agreement between Mortgagee andTenant regarding the subordination of the Lease to the Mortgage and the rights and obligations of Tenant and Mortgagee as to the subject matter of this Agreement. 

d. *Mortgagee’s Rights and Obligations*. Except as expressly provided for in this Agreement, Mortgagee shall have no obligations to Tenant with respect to the Lease. 

e. *Interpretation; Governing Law*. The interpretation, validity and enforcement of this Agreement shall be governed by and construed underthe internal laws of the State in which the Leased Premises are located, excluding such State’s principles of conflict of laws. 

f.*Amendments*. This Agreement may be amended, discharged or terminated, or any of its provisions waived, only by a written instrument executed by the party to be charged. 

g. *Due Authorization*. Tenant represents to Mortgagee that it has full authority to enter into this Agreement, which has been dulyauthorized by all necessary actions. Mortgagee represents to Tenant that it has full authority to enter into this Agreement, which has been duly authorized by all necessary actions. 

h. *Execution*. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of whichtogether shall constitute one and the same instrument. 

[THIS SPACE INTENTIONALLY LEFT BLANK] 

 

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IN WITNESS WHEREOF, the Mortgagee and Tenant have caused this Agreement to be executed as of the datefirst above written. 

 

MORTGAGEE:

**GREENWICH CAPITAL FINANCIAL**

**PRODUCTS, INC.,**

a Delaware corporation

By:
 
/s/ David Kennard

Name:
 David Kennard
Title:
 Managing Director
TENANT:

**TIVO INC.**

a Delaware corporation

By:
 
/s/ Steven Sordello

Name:
 Steven Sordello
Title:
 Chief Financial Officer
 

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**LANDLORD’S CONSENT**

Landlord consents and agrees to the foregoing Agreement, which was entered into at Landlord’s request. The foregoing Agreement shall not alter,waive or diminish any of Landlord’s obligations under the Mortgage or the Lease. The above Agreement discharges any obligations of Mortgagee under the Mortgage and related loan documents to enter into a nondisturbance agreement with Tenant.

 

LANDLORD:

**BIXBY TECHNOLOGY CENTER LLC.,**

A Delaware limited liability company

By:
 
/s/ James Wolford
 James Wolford, Authorized Representative
Dated: Dec. 18, 2006 

 

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**MORTGAGEE’S ACKNOWLEDGMENT**

STATE OF CALIFORNIA 

COUNTY OF ORANGE 

On the 6th day of October in the year 2006 before me, the undersigned, a Notary Public in and for said state, personally appeared David B. Kennard, provedto me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or theperson upon behalf of which the individual acted, executed the instrument. 

 

/s/ Ella C. Encoy

Ella C. Encoy

Notary Public

My Commission expires: April 17, 2010

 

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**TENANT’S ACKNOWLEDGMENT**

STATE OF CALIFORNIA 

COUNTY OF SANTA CLARA 

On the 14th day of December in the year 2006, before me, the undersigned, a Notary Public in and for said state, personally appeared Steven Sordello, proved to me on the basis of satisfactory evidence to be theindividual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted,executed the instrument. 

 

/s/ Diane G. Harrison

Diane G. Harrison

Notary Public

My Commission expires: November 7, 2008

 

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**LIST OF EXHIBITS**

If any exhibit is not attached hereto at the time of execution of this Agreement, it may thereafter be attached by written agreement of the parties,evidenced by initialing said exhibit. 

Exhibit “A” – Legal Description of the Land 

 

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