CONSUMMATION OF ANY ACQUISITION TRANSACTION), THE SUBSIDIARIES IDENTIFIED ON
SCHEDULE 6.15 AS MATERIAL SUBSIDIARIES AND ANY SUBSIDIARY JOINED TO THE LOAN
DOCUMENTS UNDER SECTION 6.14 ARE INSUFFICIENT TO SATISFY EACH OF THE THRESHOLDS
SET FORTH IN THE DEFINITION OF MATERIAL SUBSIDIARIES, THE BORROWER SHALL
PROMPTLY (BUT NO LATER THAN FIFTEEN DAYS AFTER EITHER (I) THE ACQUISITION OF
SUCH SUBSIDIARY OR (II) THE DATE UPON WHICH THE BORROWER OBTAINS KNOWLEDGE THAT
SUCH THRESHOLD IS NO LONGER SATISFIED) DESIGNATE IN WRITING TO THE
ADMINISTRATIVE AGENT SUCH ADDITIONAL SUBSIDIARIES AS "MATERIAL SUBSIDIARIES" AS
ARE NECESSARY TO COMPLY WITH SUCH DEFINITION, AND EACH SUCH ADDITIONAL
SUBSIDIARY SHALL COMPLY WITH THE PROVISIONS OF SECTION 6.14 WITHIN THE TIME
PROVIDED THEREIN.
6.16.
INTEREST RATE PROTECTION AGREEMENTS.
WITHIN SIXTY DAYS OF THE
CLOSING DATE, THE BORROWER SHALL ENTER INTO INTEREST RATE PROTECTION AGREEMENTS
(PROTECTING AGAINST FLUCTUATIONS IN INTEREST RATES) REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, SO THAT AFTER GIVING EFFECT TO SUCH AGREEMENTS AN AMOUNT
THAT IS NOT LESS THAN 50% OF THE SUM OF (A) THE AGGREGATE PRINCIPAL AMOUNT OF
THE TERM LOANS MADE ON THE CLOSING DATE (INCLUDING AMOUNTS DEPOSITED IN THE
DIGIMARC ESCROW ACCOUNT) PLUS (B) THE AGGREGATE PRINCIPAL AMOUNT OF THE
CONVERTIBLE NOTES ON THE CLOSING DATE, SHALL BEAR INTEREST AT A FIXED RATE FOR A
DURATION OF AT LEAST THREE YEARS.
6.17.
DESIGNATION AS SENIOR INDEBTEDNESS.
DESIGNATE ALL OBLIGATIONS AS
"DESIGNATED SENIOR INDEBTEDNESS" (OR THE EQUIVALENT) UNDER, AND DEFINED IN, THE
SUBORDINATED DEBT DOCUMENTS; PROVIDED, THAT THIS REQUIREMENT SHALL NOT APPLY TO
ANY DOCUMENTATION RELATED TO THE CONVERTIBLE NOTES.
6.18.
POST CLOSING REQUIREMENTS.
UNLESS OTHERWISE WAIVED BY THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION, WITHIN SIXTY DAYS OF THE CLOSING
DATE (WHICH SUCH DATE MAY BE
86
EXTENDED UP TO AN ADDITIONAL SIXTY DAYS BY THE ADMINISTRATIVE AGENT IN ITS SOLE
DISCRETION), THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT EACH OF THE
ITEMS, AND COMPLETE EACH OF THE ACTIONS, REFERRED TO ON SCHEDULE 6.18.
ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, Holdings and the Borrower shall not, nor shall they
permit any of their respective Subsidiaries to, directly or indirectly:
7.01.
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY
OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED
(INCLUDING THE EQUITY INTERESTS OF DIGIMARC TENDERED IN THE DIGIMARC TENDER
OFFER), OTHER THAN THE FOLLOWING:
(A)
LIENS PURSUANT TO ANY LOAN DOCUMENT;
(B)
LIENS EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.01 AND ANY
RENEWALS OR EXTENSIONS THEREOF; PROVIDED THAT (I) THE PROPERTY COVERED THEREBY
IS NOT CHANGED, (II) THE AMOUNT SECURED OR BENEFITED THEREBY IS NOT INCREASED,
(III) THE DIRECT OR ANY CONTINGENT OBLIGOR WITH RESPECT THERETO IS NOT CHANGED,
AND (IV) ANY RENEWAL OR EXTENSION OF THE OBLIGATIONS SECURED OR BENEFITED
THEREBY IS PERMITTED BY SECTION 7.03(B);
(C)
LIENS FOR TAXES (I) NOT YET