TiVo 2006 Annual Report Download - page 185

engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an
unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
"Sub-Limit A": Means $25,000,000.
"Sub-Limit B": Means $50,000,000.
"Subsidiary": A corporation, partnership, trust, limited liability company or other business entity of which more than 50% of the shares of stock
or other ownership interests having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the board of directors
or other managers of such entity are at the time owned, directly or indirectly, by the Company.
"Tangible Net Worth": Means, with respect to the Company and its Consolidated Subsidiaries, an amount equal to: (a) the total assets of the
Company and its Consolidated Subsidiaries calculated in conformity with GAAP, less (b) the aggregate book value of the intangible assets, including, without
limitation, goodwill, of the Company and its Consolidated Subsidiaries, determined in accordance with GAAP, less (c) the total liabilities of the Company and
its Consolidated Subsidiaries calculated in conformity with GAAP.
"Target": Means a Person, or business or substantially all of the assets of a Person, acquired in an Acquisition.
"TiVo Party": Means the Company and each of its Subsidiaries.
"TiVo Services": Means the Company's digital video recording service.
"Transaction": The transactions contemplated by the Loan Documents.
"Type": When used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan comprising such
Borrowing is determined. For purposes hereof, the term "Rate" shall include LIBOR and the Prime Rate.
"Unadjusted 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. The
Unadjusted Borrowing Base shall be computed monthly and evidenced on a certificate delivered in accordance with Section 6.01(a)(v). The Unadjusted
Borrowing Base at any time in effect shall be determined by reference to the Borrowing Base Certificate most recently delivered hereunder
"Unused Fee": is defined in Section 2.05.
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