WARRANTIES AS OF THE CLOSING DATE SHALL RELATE ONLY TO THE SPECIFIED
REPRESENTATIONS.
(C)
THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE L/C ISSUER OR THE
SWING LINE LENDER SHALL HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN
ACCORDANCE WITH THE REQUIREMENTS HEREOF.
(D)
IN THE CASE OF ANY REQUEST FOR CREDIT EXTENSION UNDER THE REVOLVING
FACILITY MADE AFTER THE CLOSING DATE BUT PRIOR TO THE DIGIMARC RELEASE DATE, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND INFORMATION AS IT
MAY REASONABLY REQUEST TO BE SATISFIED THAT THE PROPOSED CREDIT EXTENSION WILL
BE MADE IN COMPLIANCE WITH REGULATION U OF THE FRB.
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Each Request for Credit Extension submitted by the Borrower shall be deemed to
be a representation and warranty that the conditions specified in Sections
4.03(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.
4.04.
CONDITIONS OF RELEASE OF FUNDS FOR ADDITIONAL TENDER OFFER.
IN THE
EVENT THAT AFTER THE CLOSING DATE AND THE CONSUMMATION OF THE DIGIMARC TENDER
OFFER, BUT PRIOR TO THE OCCURRENCE OF THE DIGIMARC RELEASE DATE AND THE DIGIMARC
MERGER DATE, DIGIMARC ACQUISITIONCO ELECTS TO MAKE AN ADDITIONAL TENDER OFFER
FOR ADDITIONAL ISSUED AND OUTSTANDING DIGIMARC COMMON STOCK PURSUANT TO AND IN
ACCORDANCE WITH THE DIGIMARC OFFER DOCUMENTS AND THE DIGIMARC MERGER AGREEMENT
WITH AN EXPIRATION DATE NO LATER THAN AUGUST 8, 2008 UNLESS EXTENDED IN
ACCORDANCE WITH APPLICABLE LAW AND IN NO EVENT LATER THAN AUGUST 29, 2008 (SUCH
OFFER, THE "FOLLOW-ON OFFER"), THEN THE ADMINISTRATIVE AGENT MAY MAKE UP TO TWO
RELEASES OF FUNDS FROM THE DIGIMARC ESCROW ACCOUNT SOLELY FOR THE PURPOSE OF
PAYING THE CONSIDERATION NECESSARY TO PAY FOR DIGIMARC COMMON STOCK TENDERED AND
ACCEPTED IN SUCH FOLLOW-ON OFFER, SUBJECT IN EACH CASE TO SATISFACTION OF EACH
OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
NOTICE.
THE BORROWER SHALL HAVE PROVIDED THE ADMINISTRATIVE AGENT,
NOT LATER THAN 1:00 P.M. THE BUSINESS DAY PRIOR TO THE DATE OF THE REQUESTED
RELEASE (WHICH RELEASE DATE SHALL BE A BUSINESS DAY), WITH A WRITTEN NOTICE
REQUESTING A RELEASE FROM THE DIGIMARC ESCROW ACCOUNT FOR THE PURPOSE OF FUNDING
THE PURCHASE OF ACCEPTED DIGIMARC COMMON STOCK IN CONNECTION WITH THE FOLLOW-ON
OFFER, IDENTIFYING THE REQUESTED DATE OF SUCH RELEASE AND PROVIDING CALCULATIONS
DEMONSTRATING THE AGGREGATE PURCHASE PRICE OF THE DIGIMARC COMMON STOCK ACCEPTED
AND TO BE PURCHASED PURSUANT TO SUCH RELEASE; PROVIDED THAT (I) NO SUCH RELEASE
SHALL BE MADE AFTER AUGUST 11, 2008 UNLESS THE FOLLOW-ON OFFER IS EXTENDED IN
ACCORDANCE WITH APPLICABLE LAW, BUT IN NO EVENT LATER THAN SEPTEMBER 2, 2008,
AND (II) NO MORE THAN TWO SUCH RELEASES MAY BE MADE AFTER THE CLOSING DATE AND
PRIOR TO THE DIGIMARC RELEASE DATE.
(B)
CLOSING OF FACILITY.
THE CONDITIONS SET FORTH IN SECTION 4.01 SHALL
HAVE BEEN SATISFIED OR WAIVED ON OR PRIOR TO THE DATE OF ANY REQUEST FOR SUCH A
RELEASE.
(C)
DIGIMARC TENDER OFFER.
THE DIGIMARC OFFER DOCUMENTS AND ANY OTHER
DOCUMENTS NECESSARY TO EFFECTUATE THE FOLLOW-ON OFFER SHALL BE IN