TiVo 2006 Annual Report Download - page 186

"Welfare Plan": A welfare plan, as defined in Section 3(1) of ERISA, that is maintained for employees of the Company or in respect of which the
Company could have liability.
"Wholly-Owned Subsidiary": Means as to any Person, (a) any corporation 100% of whose capital stock (other than directors' qualifying shares) is
at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited
liability company or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person have a 100% equity interest at such
time.
"Withdrawal Liability": The meaning specified in Part I of Subtitle E of Title IV of ERISA.
SECTION 1.02. Other Definitional Provisions.
(a) As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in Section 1.01, and
accounting terms partly defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP.
(b) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise
specified.
ARTICLE II
THE LOANS
SECTION 2.01. Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each
Lender agrees, severally and not jointly, to make loans ("Loans") to the Company, at any time and from time to time on or after the Closing Date until the
Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender's Credit Exposure exceeding the Lender's
Commitment, or (ii) the aggregate Credit Exposure of all of the Lenders exceeding (A) the Maximum Amount or (B) the Borrowing Base in effect at such
time. Subject to the terms, conditions and limitations set forth herein, the Company may borrow, pay or prepay and reborrow Loans. The Commitments shall
automatically terminate on the Maturity Date.
(b) If the Company has, from time to time, drawn all or a substantial portion of the Borrowing Availability or intends, based on a business plan
provided to the Administrative Agent, to borrow Loans in an aggregate amount in excess of $50,000,000, the Company may, seek to increase the total
Commitments by $50,000,000 (resulting in maximum total Commitments of $100,000,000). The Company shall request such increase by written notice to the
Administrative Agent; provided that no such request shall be delivered at a time when a Potential Event of Default or Event of Default has occurred and is
continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, shall offer the increase in
the total Commitments on either a ratable basis to the Lenders
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