Extract to table

The conditions to funding under the DCL must be carefully calibrated to be no more burdensome than the conditions to the Sponsor's obligation to close under the Merger Agreement

We have identified three specific conditionality gaps that must be resolved

The DCL establishes the framework for the definitive Credit Agreement, and we must ensure that the documentation principles preserve maximum flexibility for the Borrower (Cloudium, as the post-closing surviving entity) and the Sponsor

those representations in the Merger Agreement that are conditions to closing in favor of Fund VI) shall be true and correct to the extent required under the Merger Agreement

We must narrow this condition to reference only "Specified Representations" (to be defined by enumeration in the DCL) and "Specified Merger Agreement Representations

We should prepare the form of solvency certificate and circulate it for review well in advance of signing, as the form must be agreed upon and attached to the DCL as an exhibit prior to execution