TiVo 2006 Annual Report Download - page 175

(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 provide for initial terms of at least 12 months,
(o) Contracts that do not give the Company the unconditional right to charge not less than a $150 termination fee in connection with any
cancellation of service by the related Customer (to the extent such fee or a portion thereof is permitted to be charged under applicable law),
(p) 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,
(q) Contracts that are between the Customer and a third party other than the Company (e.g., DirectTV or Comcast),
(r) Contracts with respect to which the Customer has cancelled its contract with the Company, and
(s) Contracts that have been assigned to a third party.
"Eligible Non-Commitment Contracts": means those Contracts that (a) bind the Customer to purchase TiVo Services on a month to month basis
from the Company but allow the Customer to cancel receipt of TiVo Services at any time without penalty, (b) are not excluded as ineligible by virtue of one
or more of the criteria set forth below and (c) are not Eligible Commitment Contracts; 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
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