TO THE BORROWER; PROVIDED, HOWEVER, THAT SUCH VISITS
SHALL BE LIMITED TO NO MORE THAN FOUR (4) VISITS PER FISCAL YEAR UNLESS AN EVENT
OF DEFAULT EXISTS, AT WHICH TIME THE ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY
OF THEIR RESPECTIVE REPRESENTATIVES OR INDEPENDENT CONTRACTORS) MAY DO ANY OF
THE FOREGOING AT THE EXPENSE OF THE BORROWER AT ANY TIME DURING NORMAL BUSINESS
HOURS AND WITHOUT ADVANCE NOTICE.
NOTWITHSTANDING THE FOREGOING, NEITHER THE
ADMINISTRATIVE AGENT NOR ANY LENDER SHALL CONDUCT ANY INVASIVE SOIL OR
GROUNDWATER INVESTIGATION, STUDY OR SAMPLING AT ANY PROPERTY OF HOLDINGS OR ANY
OF ITS SUBSIDIARIES THAT WOULD UNREASONABLY INTERFERE WITH THE OCCUPANCY AND/OR
OPERATIONS AT SUCH PROPERTIES.
6.12.
USE OF PROCEEDS.
THE PROCEEDS OF (A) THE TERM LOANS SHALL BE USED
(I) AFTER THE PRIOR APPLICATION OF THE NET PROCEEDS OF THE DIGIMARC PIPE, TO PAY
A PORTION OF THE SHARE CONSIDERATION PAYABLE FOR THE DIGIMARC TENDER OFFER AND A
PORTION OF THE MERGER CONSIDERATION PAYABLE FOR THE DIGIMARC MERGER, TOGETHER
WITH ANY PAYMENTS IN CONNECTION WITH DISSENTERS' RIGHTS, (II) TO REFINANCE THE
EXISTING CREDIT AGREEMENT AND (III) TO PAY FEES AND EXPENSES INCURRED IN
CONNECTION WITH THE TRANSACTIONS AND (B) THE REVOLVING LOANS SHALL BE USED
(I) AFTER THE PRIOR APPLICATION OF THE NET PROCEEDS OF THE DIGIMARC PIPE AND THE
PROCEEDS OF THE TERM LOAN, TO PAY A PORTION OF THE CONSIDERATION PAYABLE FOR THE
DIGIMARC TENDER OFFER AND THE DIGIMARC MERGER AND (II) TO PROVIDE ONGOING
WORKING CAPITAL AND FOR OTHER GENERAL CORPORATE PURPOSES OF THE BORROWER AND ITS
SUBSIDIARIES.
83
6.13.
SECURITY INTERESTS; FURTHER ASSURANCES.
(A)
PROMPTLY, BUT IN NO EVENT LATER THAN THIRTY DAYS AFTER THE REQUEST
OF THE ADMINISTRATIVE AGENT OR ANY LENDER, AT BORROWER'S EXPENSE, EXECUTE,
ACKNOWLEDGE AND DELIVER, OR CAUSE THE EXECUTION, ACKNOWLEDGMENT AND DELIVERY OF,
AND THEREAFTER REGISTER, FILE OR RECORD, OR CAUSE TO BE REGISTERED, FILED OR
RECORDED, IN AN APPROPRIATE GOVERNMENTAL OFFICE, ANY DOCUMENT OR INSTRUMENT
SUPPLEMENTAL TO OR CONFIRMATORY OF THE SECURITY INSTRUMENTS OR OTHERWISE DEEMED
BY THE ADMINISTRATIVE AGENT REASONABLY NECESSARY OR DESIRABLE FOR THE CONTINUED
VALIDITY, PERFECTION AND PRIORITY OF THE LIENS ON THE COLLATERAL COVERED THEREBY
SUPERIOR TO AND PRIOR TO THE RIGHTS OF ALL THIRD PERSONS OTHER THAN THE HOLDERS
OF LIENS PERMITTED HEREUNDER AND SUBJECT TO OTHER LIENS EXCEPT AS PERMITTED BY
THE SECURITY INSTRUMENTS, OR OBTAIN ANY CONSENTS, INCLUDING, WITHOUT LIMITATION,
LANDLORD OR SIMILAR LIEN WAIVERS AND CONSENTS, AS MAY BE NECESSARY OR
APPROPRIATE IN CONNECTION THEREWITH.
DELIVER OR CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT FROM TIME TO TIME SUCH OTHER DOCUMENTATION, CONSENTS,
AUTHORIZATIONS, APPROVALS AND ORDERS IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY DEEM NECESSARY TO PERFECT OR MAINTAIN THE LIENS ON THE COLLATERAL
PURSUANT TO THE SECURITY INSTRUMENTS.
UPON THE EXERCISE BY THE ADMINISTRATIVE
AGENT OR THE LENDERS OF ANY POWER, RIGHT, PRIVILEGE OR REMEDY PURSUANT TO ANY
LOAN DOCUMENT WHICH REQUIRES ANY CONSENT, APPROVAL, REGISTRATION, QUALIFICATION
OR AUTHORIZATION OF ANY GOVERNMENTAL AUTHORITY EXECUTE