Extract to table

The Facility is structured as a single-draw facility, meaning that the full $500,000,000 must be drawn in a single borrowing on the closing date of the Acquisition

Critically, the Commitment Letter provides that the syndication of the commitments shall not reduce Summit Ridge's and Ironclad's obligation to fund the full $500,000,000 if syndication has not been completed by the closing date of the Acquisition

Penterra retains customary consent rights over the identity of syndicate lenders, which consent shall not be unreasonably withheld, conditioned, or delayed

This structure is now the market standard for committed acquisition financing in leveraged and investment-grade transactions and reflects the commercial imperative that a buyer must be able to assure the target that committed financing will be available at closing

The Stock Purchase Agreement shall have been duly executed and delivered by all parties thereto, and all conditions to the closing of the Acquisition under the SPA (other than those conditions that by their nature are to be satisfied at the closing itself, such as the delivery of closing certificates and the payment of the purchase price) shall have been satisfied or validly waived by the applicable party

No Material Adverse Effect (as such term will be defined in the definitive credit agreement, consistent with the definition in the Commitment Letter) shall have occurred with respect to Penterra (the borrower) since the date of the Commitment Letter