TiVo 2006 Annual Report Download - page 180

delivered to the Administrative Agent or any Lender in connection with this Agreement and/or the credit extended hereunder (including any document
delivered after the Closing Date pursuant to Section 6.01(n) or (q)).
"Loan Party": Means the Company and each TiVo Party which is party to a Loan Document.
"Loans": As defined in Section 2.01.
"Majority Lenders": As of any date of determination, Lenders holding greater than 50% of the then aggregate unpaid principal amount of the
Loans or, if no Loans are outstanding, Lenders holding greater than 50% of the total Commitment.
"Margin Stock": The meaning specified in Regulation U.
"Material Adverse Change": Any material adverse change in the business, condition (financial or otherwise), operations, performance, properties
or prospects of the Company and the other TiVo Parties taken as a whole.
"Material Adverse Effect": A material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties
or prospects of the Company and the other TiVo Parties taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under any
Loan Document, (c) the legal ability of the Company or any other Loan Party with a material fair market value of owned assets, a material contribution to the
revenue of the business of the Loan Parties or a material strategic value to the business of the Loan Parties generally to perform its Obligations under any
Loan Document to which it is or is to be a party, or (d) the enforceability or priority of the Administrative Agent's Liens with respect to the Collateral.
"Material Contract": With respect to any Person other than the Company, each contract to which such Person is a party involving aggregate
consideration payable to or by such Person material to the business, condition (financial or otherwise), operations, performance, properties or prospects of
such Person and with respect to the Company, each contract deemed to be a "material contract" (as defined in Item 601(b)(10) of Regulation S-K of the
Securities Act of 1933) and filed as an exhibit to any report or form under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
"Maturity Date": January 25, 2010, or such earlier date on which the Commitments terminate pursuant to Section 2.07(c) or Section 7.01.
"Maximum Amount": Means, as of any date of determination, an amount equal to the aggregate Commitments of all Lenders as of that date.
"Multiemployer Plan": A multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make
contributions.
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