TiVo 2006 Annual Report Download - page 171

"Borrowing Availability": Means as of any date of determination the lesser of (a) the Maximum Amount and (b) the Borrowing Base, in each
case, less the outstanding Loans.
"Borrowing Base": Means, at any time, an amount equal to (a) the product of (i) 75% and (ii) the Aggregate Discounted Eligible Commitment
Contract Amount plus (b) the product of (i) 50% and (ii) the Aggregate Discounted Eligible Non-Commitment Contract Amount less (c) all Reserves. The
Borrowing Base shall be computed monthly and evidenced on a certificate delivered in accordance with Section 6.01(a)(v). The Borrowing Base at any time
in effect shall be determined by reference to the Borrowing Base Certificate most recently delivered hereunder.
"Borrowing Base Certificate": Means a certificate executed by a Financial Officer of the Company containing a calculation of the Borrowing
Base substantially in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.
"Borrowing Request": Means a request by the Company in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C
or such other form as shall be approved by the Administrative Agent.
"Business Day": A day other than a Saturday, Sunday or day on which commercial banks in New York or California are authorized or required
by law, executive order or government decree to close.
"Capitalized Leases": All leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.
"Cash Equivalents": Any of the following, to the extent owned by the Company or its Subsidiaries free and clear of all Liens other than Liens
created under the Collateral Documents and having a maturity of not greater than 90 days from the date of issuance thereof: (a) readily marketable direct
obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and
credit of the Government of the United States; (b) insured certificates of deposit of or time deposits with any commercial bank that is a Lender or a member of
the Federal Reserve System that issues (or the parent of which issues) commercial paper rated as described in clause (c) below, is organized under the laws of
the United States or any State thereof and has combined capital and surplus of at least $1 billion; (c) commercial paper issued in the United States and rated at
least "Prime-1" (or the then equivalent grade) by Moody's Investors Service, Inc. or "A-1" (or the then equivalent grade) by Standard & Poor's, a division of
The McGraw-Hill Companies, Inc.; (d) money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements;
(e) the SVB Securities Institutional Liquid Reserves Shares money market account, investing solely in the categories of assets described in the prospectus and
related fund profile dated December 2005 or a future prospectus with substantially the same terms as such existing prospectus and related fund profile; or (f) a
money market account substantially similar to the money market account describe in (e) above.
"CERCLA": The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.
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