TIME THAT A BASE RATE LOAN IS OUTSTANDING, THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND THE LENDERS OF ANY CHANGE IN
THE BANK OF AMERICA'S PRIME RATE USED IN DETERMINING THE BASE RATE PROMPTLY
FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH CHANGE.
(E)
AFTER GIVING EFFECT TO ALL BORROWINGS, ALL CONVERSIONS OF LOANS FROM
ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF LOANS AS THE SAME TYPE, THERE
SHALL NOT BE MORE THAN TEN INTEREST PERIODS IN EFFECT WITH RESPECT TO LOANS.
2.03.
LETTERS OF CREDIT.
(A)
THE LETTER OF CREDIT COMMITMENT.
33
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A) THE L/C
ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE REVOLVING LENDERS SET
FORTH IN THIS SECTION 2.03 (1) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE
PERIOD FROM THE CLOSING DATE UNTIL THE LETTER OF CREDIT EXPIRATION DATE (IT
BEING UNDERSTOOD THAT THE EXISTING L-1 LETTERS OF CREDIT SHALL BE DEEMED TO BE
ISSUED ON THE CLOSING DATE AS DESCRIBED HEREIN), TO ISSUE LETTERS OF CREDIT IN
DOLLARS FOR THE ACCOUNT OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, AND TO AMEND
OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT IN ACCORDANCE WITH
SUBSECTION (B) BELOW (PROVIDED THAT THE OUTSTANDING AMOUNT OF ALL 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),
WHEN COMBINED WITH THE OUTSTANDING AMOUNT OF ALL REVOLVING LOANS AND SWING LINE
LOANS MADE AFTER THE CLOSING DATE BUT PRIOR TO THE DIGIMARC RELEASE DATE, SHALL
NOT EXCEED $15,000,000 IN THE AGGREGATE), AND (2) TO HONOR DRAWINGS UNDER THE
LETTERS OF CREDIT; AND (B) THE REVOLVING LENDERS SEVERALLY AGREE TO PARTICIPATE
IN LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER OR ITS SUBSIDIARIES
AND ANY DRAWINGS THEREUNDER; PROVIDED THAT AFTER GIVING EFFECT TO ANY L/C CREDIT
EXTENSION WITH RESPECT TO ANY LETTER OF CREDIT, (X) THE TOTAL REVOLVING
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE REVOLVING COMMITMENTS, (Y) 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 (Z) THE OUTSTANDING AMOUNT OF THE L/C
OBLIGATIONS SHALL NOT EXCEED THE LETTER OF CREDIT SUBLIMIT.
EACH REQUEST BY THE
BORROWER FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO
BE A REPRESENTATION BY THE BORROWER THAT THE L/C CREDIT EXTENSION SO REQUESTED
COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO TO THE PRECEDING
SENTENCE.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE BORROWER'S ABILITY TO OBTAIN LETTERS OF CREDIT SHALL BE FULLY
REVOLVING, AND ACCORDINGLY THE BORROWER MAY, DURING THE FOREGOING PERIOD, OBTAIN
LETTERS