TiVo 2006 Annual Report Download - page 172

"CERCLIS": The Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S.
Environmental Protection Agency.
"Closing Date": January 25, 2007.
"Collateral": All "Collateral" referred to in the Collateral Documents and all other property that is or is intended to be subject to any Lien in favor
of the Administrative Agent for the benefit of the Lenders.
"Collateral Access Agreement": Means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor,
consignee, or other Person in possession of, or having a Lien upon, any equipment or Inventory or any books and records of any Loan Party, in each case, in
form and substance satisfactory to the Administrative Agent.
"Collateral Documents": The Security Agreement, the Account Control Agreements, the Intellectual Property Security Agreement, and any other
agreement that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Lenders.
"Commitment": The commitment of a Lender to make Loans to the Company pursuant to Section 2.01(a), and "Commitments" means such
commitments of all Lenders in the aggregate, as such Commitments may be increased or decreased in accordance with the provisions hereof. The initial
aggregate amount of the Commitments is $50,000,000.
"Company": As set forth in the introductory paragraph of this Agreement.
"Compliance Certificate": Means a certificate executed by a Financial Officer of the Company substantially in the form of Exhibit F or such other
form as shall be approved by the Administrative Agent.
"Consolidated": The consolidation of accounts in accordance with GAAP.
"Consolidated Net Income Before Taxes": Means, for any period, for the Company and its Subsidiaries on a Consolidated basis, an amount equal
to net income for such period plus (to the extent deducted in calculating such net income) the provision for Federal, state, local and foreign income taxes
payable by the Company and its Subsidiaries for such period, and minus (to the extent included in calculating such net income) Federal, state, local and
foreign income tax credits of the Company and its Subsidiaries for such period.
"Contingent Obligation": With respect to any Person, any obligation or arrangement of such Person to guarantee or intended to guarantee any
Debt, leases, dividends or other payment obligations ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-
or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply
funds (A) for
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