OF SUCH SUBSIDIARIES.
2.04.
SWING LINE LOANS.
(A)
THE SWING LINE.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE SWING LINE LENDER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE
OTHER LENDERS SET FORTH IN THIS SECTION 2.04, TO MAKE LOANS (EACH SUCH LOAN, A
"SWING LINE LOAN") TO THE BORROWER IN DOLLARS FROM TIME TO TIME ON ANY BUSINESS
DAY DURING THE PERIOD FROM THE CLOSING DATE UNTIL THE MATURITY DATE IN AN
AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE AMOUNT OF THE SWING
LINE SUBLIMIT, NOTWITHSTANDING THE FACT THAT SUCH SWING LINE LOANS, WHEN
AGGREGATED WITH THE APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF REVOLVING
LOANS AND L/C OBLIGATIONS OF THE LENDER ACTING AS SWING LINE LENDER, MAY EXCEED
THE AMOUNT OF SUCH LENDER'S REVOLVING COMMITMENT; PROVIDED, HOWEVER, THAT AFTER
GIVING EFFECT TO ANY SWING LINE LOAN, (I) THE TOTAL REVOLVING OUTSTANDINGS SHALL
NOT EXCEED THE AGGREGATE REVOLVING COMMITMENTS, AND (II) THE AGGREGATE
OUTSTANDING AMOUNT OF THE REVOLVING LOANS OF ANY REVOLVING LENDER, PLUS SUCH
REVOLVING LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS, PLUS, SUCH REVOLVING LENDER'S APPLICABLE PERCENTAGE OF THE
OUTSTANDING AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH REVOLVING
LENDER'S REVOLVING COMMITMENT, AND PROVIDED, FURTHER, THAT (X) THE BORROWER
SHALL NOT USE THE PROCEEDS OF ANY SWING LINE LOAN TO REFINANCE ANY OUTSTANDING
SWING LINE LOAN AND (Y) THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS AND
REVOLVING LOANS MADE AND LETTERS OF CREDIT ISSUED AFTER THE CLOSING DATE BUT
PRIOR TO THE DIGIMARC RELEASE DATE (OTHER THAN LETTERS OF CREDIT ISSUED DURING
SUCH PERIOD SOLELY FOR THE PURPOSE OF REPLACING OR BACK-STOPPING ONE OR MORE
EXISTING DIGIMARC LETTERS OF CREDIT) SHALL NOT EXCEED $15,000,000 IN THE
AGGREGATE.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE OTHER TERMS AND
CONDITIONS HEREOF, THE BORROWER MAY BORROW UNDER THIS SECTION 2.04, PREPAY UNDER
SECTION 2.05, AND REBORROW UNDER THIS SECTION
42
2.04.
EACH SWING LINE LOAN SHALL BEAR INTEREST ONLY AT A RATE BASED ON THE BASE
RATE PLUS THE APPLICABLE RATE FOR BASE RATE LOANS THAT ARE REVOLVING LOANS.
IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN, EACH REVOLVING LENDER SHALL BE
DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM
THE SWING LINE LENDER A RISK PARTICIPATION IN SUCH SWING LINE LOAN IN AN AMOUNT
EQUAL TO THE PRODUCT OF SUCH LENDER'S APPLICABLE PERCENTAGE TIMES THE AMOUNT OF
SUCH SWING LINE LOAN.
(B)
BORROWING PROCEDURES.
EACH BORROWING OF SWING LINE LOANS SHALL BE
MADE UPON THE BORROWER'S IRREVOCABLE NOTICE TO THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH NOTICE MUST BE
RECEIVED BY THE SWING LINE LENDER AND THE ADMINISTRATIVE AGENT NOT LATER THAN
1:00 P.M. ON THE REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO
BE BORROWED, WHICH SHALL BE A MINIMUM PRINCIPAL AMOUNT OF $100,000, AND (II) THE
REQUESTED BORROWING DATE, WHICH SHALL BE A BUSINESS DAY.
EACH SUCH