TiVo 2006 Annual Report Download - page 174

Hedge Agreements, valued at the Agreement Value thereof, (i) all Contingent Obligations of such Person and (j) all indebtedness and other payment
obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such indebtedness or other payment obligations valued at the lesser of the amounts so secured or
the value of such Collateral.
"Debt for Borrowed Money": With respect to any Person means all items that, in accordance with GAAP, would be classified as indebtedness on
a balance sheet of such Person.
"Disclosure Schedule": The disclosure schedule identified as the Disclosure Schedule to this Agreement.
"Dollars and $": Dollars in lawful currency of the United States of America.
"Eligible Commitment Contract Credit Period": Means with respect to each Eligible Commitment Contract with a remaining term of less than 12
months, the difference between (i) 12 months and (ii) the number of months remaining in the contract term of such Eligible Commitment Contract.
"Eligible Commitment Contracts": Means those Contracts that (a) bind the Customer to purchase TiVo Services on a month to month basis from
the Company for a multi-month period of time, (b) comply with each of the representations and warranties respecting Eligible Commitment Contracts made
by the Company under the Loan Documents and (c) are not excluded as ineligible by virtue of one or more of the criteria set forth below; provided, however,
that such criteria may be revised from time to time by the Administrative Agent in the Administrative Agent's reasonable discretion to address the results of
any audit performed by or for the benefit of the Administrative Agent if and to the extent that the audit shows adverse deviations from the information
provided by the Company with respect to the Eligible Commitment Contracts. Eligible Commitment Contracts shall not include the following:
(a) Contracts for which the Customer is overdue with respect to any payment by more than 30 days,
(b) Contracts that do not represent a valid, binding and enforceable payment obligation to the Company (subject to applicable insolvency laws),
(c) Contracts that require the consent of or notice to the Customer with respect to any collateral assignment to the Administrative Agent,
(d) Contracts that are not payable in Dollars,
(e) Contracts with respect to which the Customer is located outside the United States of America,
(f) Contracts with respect to which the Customer is a governmental entity or instrumentality,
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