TiVo 2006 Annual Report Download - page 176

extent that the audit shows adverse deviations from the information provided by the Company with respect to the Eligible Non-Commitment Contracts.
Eligible Non-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,
(g) Contracts with respect to which the first payment thereunder has not been made,
(h) Contracts, with respect to which the related accounts are not subject to a valid and perfected first priority Lien in favor of the Administrative
Agent securing the Obligations,
(i) Contracts with respect to which the Customer has been identified by the Company in its computer files as deceased,
(j) Contracts that have been identified by the Company as having been incurred as a result of fraudulent use of a Customer's access to credit,
(k) Contracts that were not created utilizing the Company's standard form contract,
(l) Contracts with respect to which any economic provisions material to the Contract have been waived or modified (other than changes in pricing
category) except as permitted in accordance with this Agreement,
(m) Contracts with respect to which less than 30 days have elapsed since the origination of such Contracts,
(n) Contracts that do not permit the Company to charge the Customer's credit card or bank account for scheduled monthly payments and any
termination fee,
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