EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO
SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE.
THE BORROWER HEREBY AGREES
TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER OR THE L/C
ISSUER IN CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
(B)
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 3.04, OR IF THE BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY
LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO
SECTION 3.01, THE BORROWER MAY REPLACE SUCH LENDER IN ACCORDANCE WITH
SECTION 10.13.
3.07.
SURVIVAL.
ALL OF THE LOAN PARTIES' OBLIGATIONS UNDER THIS
ARTICLE III SHALL SURVIVE TERMINATION OF THE AGGREGATE REVOLVING COMMITMENTS,
REPAYMENT OF ALL OTHER OBLIGATIONS HEREUNDER AND RESIGNATION OF THE
ADMINISTRATIVE AGENT.
ARTICLE IV
CONDITIONS PRECEDENT TO CLOSING AND CREDIT EXTENSIONS
4.01.
CONDITIONS OF CLOSING AND INITIAL CREDIT EXTENSIONS.
THE OBLIGATION
OF EACH LENDER TO CLOSE AND TO MAKE ITS INITIAL CREDIT EXTENSION HEREUNDER IN
CONNECTION WITH THE DIGIMARC TENDER OFFER IS SUBJECT TO SATISFACTION OF THE
FOLLOWING CONDITIONS PRECEDENT:
(A)
LOAN DOCUMENTS.
RECEIPT BY THE ADMINISTRATIVE AGENT OF EXECUTED
COUNTERPARTS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH PROPERLY
EXECUTED BY A RESPONSIBLE OFFICER OF THE SIGNING LOAN PARTY PARTY THERETO AND,
IN THE CASE OF THIS AGREEMENT, BY EACH LENDER.
(B)
OPINIONS OF COUNSEL.
RECEIPT BY THE ADMINISTRATIVE AGENT OF
FAVORABLE OPINIONS OF LEGAL COUNSEL TO THE LOAN PARTIES WITH RESPECT TO THE
TRANSACTIONS, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, DATED AS OF
THE CLOSING DATE, AND IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT (WHICH SUCH OPINIONS SHALL EXPRESSLY PERMIT RELIANCE BY THE SUCCESSORS AND
ASSIGNS OF THE ADMINISTRATIVE AGENT AND EACH LENDER).
62
(C)
ORGANIZATION DOCUMENTS, RESOLUTIONS, ETC.
RECEIPT BY THE
ADMINISTRATIVE AGENT OF THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT:
(I)
COPIES OF THE ORGANIZATION DOCUMENTS OF EACH LOAN PARTY CERTIFIED
TO BE TRUE AND COMPLETE AS OF A RECENT DATE BY THE APPROPRIATE GOVERNMENTAL
AUTHORITY OF THE STATE OR OTHER JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION, WHERE APPLICABLE, AND CERTIFIED BY A SECRETARY OR ASSISTANT
SECRETARY OF SUCH LOAN PARTY TO BE TRUE AND CORRECT AS OF THE CLOSING DATE;
(II)
SUCH RESOLUTIONS OR OTHER ACTION, INCUMBENCY CERTIFICATES AND/OR
OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN PARTY AS THE
ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING THE IDENTITY, AUTHORITY AND CAPACITY
OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS A RESPONSIBLE OFFICER
IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH
LOAN PARTY IS A PARTY; AND
(III)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
AND IS VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN
ITS STATE OF ORGANIZATION OR FORMATION, THE STATE OF ITS PRINCIPAL PLACE OF
BUSINESS AND EACH OTHER JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION OF
PROPERTIES OR THE CONDUCT OF