AN IRREVOCABLE LETTER
OF CREDIT ISSUED OR CONFIRMED BY A BANK SATISFACTORY TO ADMINISTRATIVE AGENT AND
PAYABLE ONLY IN THE UNITED STATES AND IN UNITED STATES DOLLARS, SUFFICIENT TO
COVER SUCH ACCOUNT, IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT
AND, IF REQUIRED BY ADMINISTRATIVE AGENT, THE ORIGINAL OF SUCH LETTER OF CREDIT
HAS BEEN DELIVERED TO ADMINISTRATIVE AGENT OR ADMINISTRATIVE AGENT'S AGENT, AND
APPLICABLE BORROWER OR LOUD UK HAS ASSIGNED THE PROCEEDS OF SUCH LETTER OF
CREDIT TO ADMINISTRATIVE AGENT PURSUANT TO DOCUMENTATION IN FORM AND SUBSTANCE
ACCEPTABLE TO ADMINISTRATIVE AGENT OR OTHERWISE NAMED ADMINISTRATIVE AGENT AS
TRANSFEREE BENEFICIARY THEREUNDER, AS ADMINISTRATIVE AGENT MAY SPECIFY,
(II) SUCH ACCOUNT IS SUBJECT TO CREDIT INSURANCE PAYABLE TO ADMINISTRATIVE AGENT
ISSUED BY AN INSURER AND ON TERMS AND IN AN AMOUNT ACCEPTABLE TO ADMINISTRATIVE
AGENT, OR (III) SUCH ACCOUNT IS OTHERWISE ACCEPTABLE IN ALL RESPECTS TO
ADMINISTRATIVE AGENT (SUBJECT TO SUCH LIMITS OR LENDING FORMULAE WITH RESPECT
THERETO AS ADMINISTRATIVE AGENT MAY DETERMINE);
(E)
THAT IS THE OBLIGATION OF AN ACCOUNT DEBTOR THAT IS THE UNITED
STATES GOVERNMENT OR A POLITICAL SUBDIVISION THEREOF, OR ANY STATE OR
MUNICIPALITY OR DEPARTMENT, AGENCY OR INSTRUMENTALITY THEREOF UNLESS AND TO THE
EXTENT WITH RESPECT TO ALL SUCH ACCOUNTS IN EXCESS OF $100,000 THAT BORROWER OR
LOUD UK HAS EITHER (I) COMPLIED IN A MANNER REASONABLY ACCEPTABLE TO
ADMINISTRATIVE AGENT WITH THE FEDERAL ASSIGNMENT OF CLAIMS ACT OF 1940 OR ANY
APPLICABLE STATE STATUTE OR MUNICIPAL ORDINANCE OF SIMILAR PURPOSE AND EFFECT,
WITH RESPECT TO SUCH OBLIGATION; OR (II) DELIVERED TO ADMINISTRATIVE AGENT
INFORMATION REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT INDICATING THAT
COMPLIANCE WITH SUCH LAWS IS NOT A NECESSARY PRECONDITION FOR ADMINISTRATIVE
AGENT TO SEND A BINDING, ENFORCEABLE NOTIFICATION TO THE APPLICABLE ACCOUNT
DEBTOR TO MAKE PAYMENT ON SUCH ACCOUNT DIRECTLY TO ADMINISTRATIVE AGENT;
8
(F)
AS TO WHICH ANY PROCEEDINGS OR ACTIONS KNOWN TO ANY CREDIT PARTY
(OR TO ADMINISTRATIVE AGENT) ARE THREATENED OR PENDING AGAINST THE ACCOUNT
DEBTOR WITH RESPECT TO SUCH ACCOUNT WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE CHANGE IN ANY SUCH ACCOUNT DEBTOR'S FINANCIAL CONDITION
(INCLUDING, WITHOUT LIMITATION, ANY BANKRUPTCY, DISSOLUTION, LIQUIDATION,
REORGANIZATION OR SIMILAR PROCEEDING);
(G)
THAT CONSISTS OF PROGRESS BILLINGS (SUCH THAT THE OBLIGATION OF
THE ACCOUNT DEBTORS WITH RESPECT TO SUCH ACCOUNT IS CONDITIONED UPON THE
APPLICABLE BORROWER'S OR LOUD UK'S SATISFACTORY COMPLETION OF ANY FURTHER
PERFORMANCE UNDER THE AGREEMENT GIVING RISE THERETO), BILL AND HOLD INVOICES OR
RETAINAGE INVOICES, EXCEPT AS TO BILL AND HOLD INVOICES, IF ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED AN AGREEMENT FROM THE ACCOUNT DEBTOR, IN FORM AND SUBSTANCE
SATISFACTORY TO ADMINISTRATIVE AGENT, CONFIRMING THE UNCONDITIONAL OBLIGATION OF
THE ACCOUNT DEBTOR TO TAKE THE GOODS RELATED THERETO AND PAY SUCH INVOICE;
(H)
OWED BY AN ACCOUNT DEBTOR OBLIGATED IN RESPECT OF ACCOUNTS
CONSTITUTING MORE THAN THIRTY PERCENT (30%) OF THE AGGREGATE AMOUNT OF ALL
ACCOUNTS (BUT THE PORTION OF THE ACCOUNTS NOT IN EXCESS OF THE APPLICABLE
PERCENTAGES MAY BE DEEMED ELIGIBLE ACCOUNTS);
(I)
TO THE EXTENT ANY GOOD FAITH