Extract to table

Capitalized terms used but not otherwise defined in this consent letter (this "Consent Letter") shall have the respective meanings ascribed to such terms in the Credit Agreement

Execution and Delivery of the APA The APA shall have been duly executed and delivered by all parties thereto, including the Borrower, Pinnacle, and each of the Members, and shall be in full force and effect

The APA shall not have been amended, modified, supplemented, or waived in any material respect without the prior written consent of the Administrative Agent

For purposes of this condition, any change to the purchase price, the structure or amount of the earnout consideration, the indemnification provisions, or the closing conditions under the APA shall be deemed material

Pro Forma Compliance with Financial Covenants After giving pro forma effect to the Proposed Acquisition and the Acquisition Draw (including, for purposes of such calculation, the consolidation of the Target's historical financial results with those of the Borrower in a manner consistent with GAAP and the definitions set forth in the Credit Agreement), the Borrower shall be in compliance with all financial covenants set forth in Section 8

Accuracy of Representations and Warranties The representations and warranties of the Borrower set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the date of the closing of the Proposed Acquisition, after giving effect thereto, as though made on and as of such date; provided, however, that to the extent any such representation or warranty expressly relates to a specific earlier date, such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date