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Contract analysis / letter-authorization-due-diligence-sharing.docx
letter-authorization-due-diligence-sharing.docx
High · 0
Medium · 3
Standard · 1
1. Introduction and Purpose
1. Introduction and Purpose This firm represents Solara Digital Infrastructure LP, a Delaware limited partnership, and Solara Digital Acquisition Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Solara Digital Infrastructure LP (collectively, the "Sponsor" or "Borrower"), in connection with the proposed $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be arranged by
2. Definitions
Medium
⚑ Confidentiality undertaking
2. Definitions For purposes of this letter, the following terms shall have the meanings set forth below: "Lender Group" means, collectively: (i) Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent; (ii) Harborstone Capital Partners LLC, a Delaware limited liability company, with offices at 600 Lexington Avenue, Suite 3100, New York, New York 10022 (contact p
3. Categories of Authorized Information
Medium
⚑ Forum / governing law
3. Categories of Authorized Information The Borrower hereby authorizes Meridian Cloud Solutions Inc. (EIN: 82-1647530; principal offices located at 450 Technology Parkway, Suite 800, Austin, Texas 78759) to share the following categories of information and materials with members of the Lender Group, in each case subject to the prior execution of the Lender NDA by each recipient in accordance with Section 4 below: 3.1
4. Conditions to Sharing — Lender NDA Requirement
4. Conditions to Sharing — Lender NDA Requirement The authorization to share Authorized Information set forth in Section 3 above is expressly conditioned upon the execution and delivery of a fully executed counterpart of the Lender NDA by each member of the Lender Group (and each of their respective professional advisors, including Lender's Counsel) prior to the receipt by such person of any Authorized Information. N
5. Reservation of Rights — Privileged Materials
Medium
⚑ Forum / governing law
5. Reservation of Rights — Privileged Materials Notwithstanding the foregoing authorization or anything herein to the contrary, this authorization does not extend to, and shall not be construed to authorize the sharing of, any materials, documents, communications, or information that are subject to the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege, immunity, or prote
6. Coordination with Meridian and Sellers
6. Coordination with Meridian and Sellers Meridian's management team, including Margaret "Maggie" Cho, Chief Financial Officer, and Rohan Deshpande, Chief Technology Officer, has been informed of the authorization set forth in this letter and is expected to cooperate fully in providing Authorized Information to the Lender Group. It is anticipated that Authorized Information will be made available through a virtual da
7. Scope Limitations
7. Scope Limitations This authorization relates solely to the sharing of Authorized Information for the limited purposes of credit underwriting, due diligence evaluation, and syndication in connection with the proposed $200,000,000 Senior Secured Term Loan Facility. No member of the Lender Group shall use any Authorized Information for any purpose other than those expressly set forth in the preceding sentence. Withou
8. Transaction Context
8. Transaction Context For the convenience of Brindoval's internal files and the information of the Lender Group, the following is a brief recitation of certain key transaction parameters: Solara Digital Acquisition Holdings LLC (a newly formed Delaware limited liability company; Delaware Secretary of State File No. 7531209, to be filed; EIN: 93-4718206, applied for) (the "Acquisition Sub"), a direct wholly owned sub
9. Contact Information
Standard
⚑ Commercial term
9. Contact Information All communications regarding this authorization, due diligence information requests, or any other matters arising under or in connection with this letter should be directed to the following persons: Philip Hartmann, Partner Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Telephone: (212) 555-7124 Email: phartmann@calderwoodharkness.com (Responsible Partner — Ban