ACQUISITION, THE ASSUMPTIONS CONTAINED THEREIN ARE BELIEVED BY BORROWERS TO BE
FAIR AND REASONABLE IN LIGHT OF CURRENT BUSINESS CONDITIONS AND THE ACQUISITION
PROJECTIONS DEMONSTRATE BORROWERS' PROJECTED COMPLIANCE WITH THE COVENANTS SET
FORTH IN ARTICLE 6 FOR THE ONE-YEAR PERIOD IMMEDIATELY FOLLOWING THE
CONSUMMATION OF SUCH PERMITTED ACQUISITION; PROVIDED, THAT BORROWERS CAN GIVE NO
ASSURANCE THAT THE RESULTS REFLECTED IN THE ACQUISITION PROJECTIONS WILL BE
ATTAINED; AND (Z) LOUD AND ITS SUBSIDIARIES HAVE COMPLETED THEIR DUE DILIGENCE
INVESTIGATION WITH RESPECT TO THE TARGET AND SUCH PERMITTED ACQUISITION, WHICH
INVESTIGATION WAS CONDUCTED IN A MANNER SIMILAR TO THAT WHICH WOULD HAVE BEEN
CONDUCTED BY A PRUDENT PURCHASER OF A COMPARABLE BUSINESS AND THE RESULTS OF
WHICH INVESTIGATION, TO THE EXTENT REQUESTED, WERE DELIVERED TO ADMINISTRATIVE
AGENT;
(III)
SUCH PERMITTED ACQUISITION SHALL ONLY INVOLVE ASSETS LOCATED IN
THE UNITED STATES (AND IN CONNECTION WITH THE ACQUISITION OF THE CAPITAL STOCK
OR OTHER EQUITY SECURITIES OF A TARGET, SUCH TARGET AND ANY OF ITS SUBSIDIARIES
SHALL BE FORMED, INCORPORATED OR OTHERWISE ORGANIZED UNDER THE LAWS OF A STATE
WITHIN THE UNITED STATES) AND COMPRISING A BUSINESS, OR THOSE ASSETS OF A
BUSINESS, OF THE TYPE ENGAGED IN BY BORROWERS AS OF THE CLOSING DATE AND
BUSINESSES REASONABLY RELATED THERETO, AND WHICH BUSINESS WOULD NOT SUBJECT
ADMINISTRATIVE AGENT OR ANY LENDER TO REGULATORY OR THIRD PARTY APPROVALS IN
CONNECTION WITH THE EXERCISE OF ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR
ANY OTHER FINANCING DOCUMENTS OTHER THAN APPROVALS APPLICABLE TO THE EXERCISE OF
SUCH RIGHTS AND REMEDIES WITH RESPECT TO BORROWERS PRIOR TO SUCH PERMITTED
ACQUISITION;
(IV)
SUCH PERMITTED ACQUISITION SHALL BE CONSENSUAL, SHALL HAVE BEEN
APPROVED BY THE TARGET'S BOARD OF DIRECTORS (OR COMPARABLE GOVERNING BODY) AND
SHALL BE CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE AGREEMENTS AND
DOCUMENTS RELATED THERETO, AND IN MATERIAL COMPLIANCE WITH ALL APPLICABLE LAWS;
(V)
NO ASSETS OR LIABILITIES (INCLUDING, WITHOUT LIMITATION,
INVESTMENTS, DEBT AND CONTINGENT OBLIGATIONS) SHALL BE ACQUIRED, INCURRED,
ASSUMED OR OTHERWISE BE REFLECTED ON A CONSOLIDATED BALANCE SHEET OF LOUD AND
ITS SUBSIDIARIES AFTER GIVING EFFECT TO SUCH PERMITTED ACQUISITION, EXCEPT
(A) LOANS MADE HEREUNDER AND (B) THOSE ASSETS AND LIABILITIES WHICH MAY BE
ACQUIRED, INCURRED OR ASSUMED IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF SECTION 5.1, 5.3 AND
5.8(A));
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(VI)
THE BUSINESS AND ASSETS ACQUIRED IN SUCH PERMITTED ACQUISITION
SHALL BE FREE AND CLEAR OF ALL LIENS (OTHER THAN PERMITTED LIENS);
(VII)
AT OR PRIOR TO THE CLOSING OF ANY PERMITTED ACQUISITION,
ADMINISTRATIVE AGENT WILL BE GRANTED A FIRST PRIORITY PERFECTED LIEN (SUBJECT TO
PERMITTED LIENS AND ANY EXPRESS CARVE-OUTS SET FORTH IN THE SECURITY DOCUMENTS)
IN ALL ASSETS ACQUIRED PURSUANT THERETO OR, AS CONTEMPLATED BY SECTION 4.12, IN
THE ASSETS AND CAPITAL STOCK OR OTHER EQUITY INTERESTS OF THE TARGET, AND LOUD,
ITS SUBSIDIARIES AND THE TARGET SHALL HAVE EXECUTED SUCH DOCUMENTS AND TAKEN
SUCH ACTIONS (INCLUDING WITHOUT LIMITATION, THE DELIVERY OF (A) CERTIFIED COPIES
OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS