Contract analysis

1. Consummation of the Acquisition. The Acquisition shall be consummated substantially concurrently with the initial funding of the Term Loan B Facility, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendment, modification, waiver, or consent with respect to any provision of the Merger Agreement that is materially adverse to the interests of the lenders,

2. Accuracy of Specified Representations and Warranties. The following representations and warranties shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) on and as of the Closing Date: (a) Specified Acquisition Agreement Representations: Those representations and warranties made by Cloudium in the M

3. Delivery of Customary Closing Documents. The Borrower shall have delivered (or caused to be delivered) to the Administrative Agent the following closing documents, in each case in form and substance reasonably satisfactory to the Administrative Agent: (a) Duly executed counterparts of the Credit Agreement, the Guarantee and Collateral Agreement, and each other security document and ancillary loan document required

4. Payment of Fees and Expenses. All fees, premiums, expenses, and other amounts required to be paid on the Closing Date pursuant to the Credit Agreement, the Fee Letter, and any other loan documents shall have been paid (or arrangements for payment satisfactory to the Administrative Agent shall have been made), including without limitation: (a) the arrangement fees and upfront fees payable to the Arrangers as set fo

5. Funds Flow Memorandum. The Borrower shall have delivered to the Administrative Agent, at least three (3) business days prior to the Closing Date, a funds flow memorandum setting forth in reasonable detail the sources and uses of all funds to be disbursed on the Closing Date, including wire transfer instructions and amounts for all payments to be made, in form and substance reasonably satisfactory to the Administra

6. KYC / AML / Beneficial Ownership. The Administrative Agent and the lenders shall have received, at least ten (10) business days prior to the Closing Date, all documentation and information required under applicable "know your customer" rules, anti-money laundering regulations, the USA PATRIOT Act (Title III of Pub. L. 107-56), and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), to the extent such docum

7. No Company Material Adverse Effect. Since the date of the Merger Agreement, no "Company Material Adverse Effect" (as defined in the Merger Agreement) shall have occurred and be continuing as of the Closing Date.

8. No Injunction or Order. Since the date of the Merger Agreement, no temporary restraining order, preliminary or permanent injunction, or other order shall have been entered by any court of competent jurisdiction or any governmental authority of competent jurisdiction that prohibits, restrains, or enjoins the consummation of the Acquisition or the financing thereof, and no proceeding seeking any such order shall be