SUCH VARIABLE INTEREST ENTITY
WERE A SUBSIDIARY AS DEFINED HEREIN.
1.04.
ROUNDING.
ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY THE
BORROWER PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY DIVIDING THE
APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE
MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED HEREIN AND
ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUNDING-UP IF
THERE IS NO NEAREST NUMBER).
1.05.
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
1.06.
LETTER OF CREDIT AMOUNTS.
UNLESS OTHERWISE SPECIFIED HEREIN, THE
AMOUNT OF A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO BE THE STATED AMOUNT
OF SUCH LETTER OF CREDIT IN EFFECT AT SUCH TIME; PROVIDED, HOWEVER, THAT WITH
RESPECT TO ANY LETTER OF CREDIT THAT, BY ITS TERMS OR THE TERMS OF ANY ISSUER
DOCUMENT RELATED THERETO, PROVIDES FOR ONE OR MORE AUTOMATIC INCREASES IN THE
STATED AMOUNT THEREOF, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE DEEMED TO BE
THE MAXIMUM STATED AMOUNT OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL
SUCH INCREASES, WHETHER OR NOT SUCH MAXIMUM STATED AMOUNT IS IN EFFECT AT SUCH
TIME.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01.
REVOLVING LOANS AND TERM LOANS.
(A)
REVOLVING LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH REVOLVING LENDER SEVERALLY AGREES TO MAKE LOANS (EACH SUCH LOAN, A
"REVOLVING LOAN") TO THE BORROWER IN DOLLARS FROM TIME TO TIME, ON ANY BUSINESS
DAY DURING THE AVAILABILITY PERIOD, IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY
TIME OUTSTANDING THE AMOUNT OF SUCH REVOLVING LENDER'S REVOLVING COMMITMENT;
PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY BORROWING OF REVOLVING LOANS,
(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 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; PROVIDED FURTHER THAT,
NOTWITHSTANDING THE FOREGOING, THE OUTSTANDING AMOUNT OF ALL REVOLVING LOANS
(OTHER THAN REVOLVING LOANS MADE IN CONNECTION WITH THE
31
INITIAL REVOLVING LOAN AMOUNT) AND SWING LINE 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 LIMITS OF EACH REVOLVING
LENDER'S REVOLVING COMMITMENT, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS
HEREOF, THE BORROWER MAY BORROW UNDER THIS SECTION 2.01, PREPAY UNDER
SECTION 2.05, AND REBORROW UNDER THIS SECTION 2.01.
REVOLVING LOANS MAY BE BASE
RATE LOANS OR EURODOLLAR RATE LOANS, AS FURTHER PROVIDED HEREIN.
(B)
TERM LOAN.
SUBJECT