Contract analysis

Section 1.01 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Borrower" means Solara Digital Partners Fund IV LP, a Delaware limited partnership (EIN 85-2103748), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, DE 19801. "Credit Agreement" means the Subscription Credit Facility Agreement, dated as of June 15, 2021, by and amo

Section 1.02 — Terms Incorporated by Reference. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. All rules of construction and interpretation set forth in the Credit Agreement, including provisions relating to the computation of time periods, the use of the words "include," "including," and "or," and the treatm

Section 2.01 — Consent to the Reorganization. Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of each of the conditions precedent set forth in Article IV hereof, the Lender hereby consents to the consummation of the Reorganization as described in the Recitals and in Exhibit A hereto, including, without limitation: (a) the formation of the Master Fund, the Master Fund GP, th

Section 2.02 — Scope of Consent. The consent granted under Section 2.01 is limited solely to the Reorganization as specifically described in this Agreement, in the Recitals hereto, and in Exhibit A hereto. Such consent does not constitute a waiver of any other provision of the Credit Agreement, whether or not related to the subject matter hereof, and shall not be construed as establishing a course of dealing or as cr

Section 2.03 — No Consent to Fund V Facility. For the avoidance of doubt, this Agreement relates solely to the Fund IV Subscription Credit Facility — that is, the One Billion One Hundred Million Dollar ($1,100,000,000) revolving credit facility established under the Credit Agreement. The consent and amendment relating to the separate Fund V Subscription Credit Facility — the One Billion Five Hundred Million Dollar ($

ARTICLE III — AMENDMENTS TO THE CREDIT AGREEMENT Effective as of the Effective Date, the Credit Agreement is hereby amended as follows:

Section 3.01 — Amendment to Change-of-Control Provisions. The definition of "Change of Control" (or any equivalent defined term used in the Credit Agreement to describe events relating to a change in the ownership, control, or management of the Borrower or the General Partner) is hereby amended by adding the following proviso at the end thereof: "; provided, however, that the consummation of the Reorganization (as de

Section 3.02 — Amendment to Borrowing Base Provisions. To the extent that the Borrowing Base (or the calculation of "Unfunded Capital Commitments," "Eligible Capital Commitments," or any equivalent concept) under the Credit Agreement includes, references, or takes into account the capital commitments of limited partners investing through Fund IV-A Cayman or Fund IV-B Lux, such provisions are hereby amended as follows

Section 3.03 — Amendment to Organizational Structure Covenants. The existing covenant in the Credit Agreement requiring the Borrower to maintain its organizational structure and not permit any material change to such organizational structure without the prior written consent of the Lender is hereby amended as follows: (a) Such covenant is amended to expressly permit the Reorganization as described in this Agreement a

Section 3.04 — Amendment to Assignment and Transfer Provisions. Any provision in the Credit Agreement that restricts, prohibits, or conditions the transfer, assignment, contribution, or other disposition of portfolio assets held by Fund IV-A Cayman or Fund IV-B Lux, or that restricts, prohibits, or conditions the transfer of partnership interests in Fund IV-A Cayman or Fund IV-B Lux, is hereby amended to permit the c

Section 3.05 — Amendment to Reporting and Compliance Obligations. The reporting and compliance covenants set forth in the Credit Agreement are hereby amended to require the Borrower and the General Partner to deliver the following additional reports and materials to the Lender: (a) NAV Reports and Investor Statements. On a quarterly basis (within forty-five (45) days following the end of each fiscal quarter), net ass

Section 3.06 — Amendment to Definition of "Parallel Funds" or "Related Vehicles." The definition of "Parallel Funds," "Related Vehicles," or any equivalent term in the Credit Agreement is hereby amended as follows: (a) Effective as of the Effective Date, the following entities are hereby added to the definition of "Parallel Funds" (or equivalent term): (i) the Master Fund; (ii) the International Feeder; and (iii) the

Section 3.07 — Amendment to Negative Covenants. Any negative covenant in the Credit Agreement that would be breached by: (a) the incurrence, assumption, or existence of liabilities at the Master Fund level in connection with the Reorganization; (b) the assumption by the Master Fund of liabilities from Fund IV-A Cayman or Fund IV-B Lux in connection with the asset contributions described in Steps 2 and 3 of the Reorga

Section 3.08 — Amendment to Events of Default. The Events of Default provisions set forth in the Credit Agreement are hereby amended to include the following clarifications: (a) The dissolution of Fund IV-A Cayman and Fund IV-B Lux in connection with Step 5 of the Reorganization shall not constitute an Event of Default under any provision of the Credit Agreement, including, without limitation, any provision relating

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions to Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which each of the following conditions precedent shall have been satisfied or waived in writing by the Lender: (a) Execution and Delivery. This Agreement shall have been duly executed and delivered by each of the Borrower, the General Partner, and the Lender, and the Lender shall have received count

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.01 — Representations of the Borrower and the General Partner. The Borrower and the General Partner, jointly and severally, represent and warrant to the Lender as of the date hereof and as of the Effective Date as follows: (a) Organization and Good Standing. The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partne

Section 6.01 — Affirmative Covenants. In addition to, and without limiting, the affirmative covenants set forth in the Credit Agreement (as amended by this Agreement), the Borrower and the General Partner covenant and agree with the Lender as follows: (a) Notification of Steps. The Borrower and the General Partner shall provide the Lender with written notice not less than ten (10) business days prior to the consummat

Section 6.02 — Negative Covenants. In addition to, and without limiting, the negative covenants set forth in the Credit Agreement (as amended by this Agreement), the Borrower and the General Partner shall not, without the prior written consent of the Lender: (a) Deviate from the Reorganization. Materially deviate from the Reorganization as described in this Agreement and in the Recitals hereto, including, without lim

ARTICLE VII — CONTINUING EFFECT; REAFFIRMATION

Section 7.01 — Credit Agreement Remains in Full Force and Effect. Except as expressly modified, amended, or supplemented by this Agreement, the Credit Agreement and all related loan documents, instruments, and agreements (including, without limitation, any security agreements, pledge agreements, guaranties, side letters, and fee letters executed in connection with the Credit Agreement) remain in full force and effect

Section 7.02 — Reaffirmation of Obligations. The Borrower and the General Partner hereby reaffirm, ratify, and confirm all of their respective obligations, liabilities, and indebtedness under the Credit Agreement (as amended by this Agreement) and under all related loan documents, and agree that such obligations, liabilities, and indebtedness remain in full force and effect and are enforceable in accordance with thei

Section 7.03 — Reaffirmation of Security / Collateral. To the extent the Credit Agreement is secured by unfunded capital commitments, investor capital call rights, or other collateral pledged by the Borrower or the General Partner to the Lender, the Borrower and the General Partner hereby confirm and reaffirm that all such security interests and pledges remain in full force and effect, have not been released, termina

Section 8.01 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by overnight courier service (with confirmation of delivery), when sent by certified or registered mail (return receipt requested, postage prepaid), or when sent by electronic mail (wit

Section 8.02 — Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (or such other state as may be specified in the Credit Agreement as the governing law thereof), without regard to the conflicts of law principles thereof that would require or permit the application of the law of any

Section 8.03 — Counterparts. This Agreement may be executed in any number of counterparts, each of whic