Extract to table

On one hand, Elkhorn is Cascadia's existing term loan lender, with $82,600,000 in outstanding principal under an existing credit facility that must be repaid in full at the closing of the Acquisition (plus a 1

The existing Elkhorn facility must be fully repaid and all associated liens released before (or simultaneously with) the new Facility becoming effective and the new liens attaching

Conditions Precedent to Funding The Commitment Letter sets forth the conditions precedent that must be satisfied (or waived by Pinnacle) before the lenders are obligated to fund the Facility

(c) The closing of the merger and the initial funding of the Facility must occur concurrently

(d) No Material Adverse Effect (as defined in the Merger Agreement) shall have occurred with respect to Cascadia between the date of the Merger Agreement and the closing date

Given the strategic rationale for the Acquisition (deployment of Northgate's NetOrchestra SaaS platform across Cascadia's customer base), there will be significant inter-company activity post-closing, and the covenants must accommodate this activity without requiring constant lender consent