Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Sentinel Capital Markets LLC, a Delaware limited liability company, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity. "Ashford" means Ashford National Bank, N.A., a national banking association. "Borrower" mean

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) words in the singular shall include the plural and vice versa; (b) words importing any gender shall include the other genders; (c) references to "herein," "hereof," "hereunder," and similar expressions refer to this Agreement as a whole and not to any particular Section, Article, Schedule, or Exhibit; (d) references to any Section, Article

Section 2.1 — Consent to the Reorganization Subject to the terms and conditions of this Agreement (including, without limitation, the conditions precedent set forth in Article V and the covenants set forth in Article VI), the Administrative Agent and each Co-Lender hereby consent to each of the following: (a) Formation of New Entities. The formation of the Consolidated Master Fund LP, the Consolidated Master Fund GP,

Section 2.2 — Consent to Fund IV Reorganization Steps The Lender Parties acknowledge that the Fund IV parallel vehicles — Fund IV-A Cayman and Fund IV-B Lux — are also contributing their respective portfolio assets to the Consolidated Master Fund LP as part of Steps 2 and 3 of the Reorganization. While Steps 2 and 3 do not directly affect the Borrower's obligations under the Credit Agreement or the security interests

Section 2.3 — No Waiver The consent granted pursuant to Sections 2.1 and 2.2 of this Agreement shall not constitute a waiver of any other provision of the Credit Agreement, any other loan document, or any right or remedy of the Administrative Agent or any Co-Lender thereunder, all of which rights and remedies are hereby expressly reserved. All terms, conditions, covenants, representations, and warranties contained in

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

Section 3.1 — Amendment to Definitions (a) The following defined terms are hereby added to Section [●] of the Credit Agreement (or such other section of the Credit Agreement in which defined terms are set forth) in the appropriate alphabetical order: "Consolidated Master Fund" means Solara Consolidated Master Fund LP, a Delaware limited partnership formed in connection with the Reorganization. "Consolidated Master Fu

Section 3.2 — Amendment to Borrowing Base Provisions Section [●] of the Credit Agreement (setting forth the borrowing base calculation methodology) is hereby amended to add the following provisions: (a) Continuation of Pre-Reorganization Eligible Investors. Following the Step 5 Effective Date, the uncalled capital commitments of investors who were previously limited partners of Fund V-A Cayman — including, without li

Section 3.3 — Amendment to Change of Control Provisions Section [●] of the Credit Agreement (setting forth the change of control provisions) is hereby amended to provide that: (a) The Reorganization shall not constitute a "Change of Control" under the Credit Agreement. (b) Solara Digital Infrastructure GP LLC shall continue to serve as the sole general partner of the Borrower throughout and following the Reorganizati

Section 3.4 — Amendment to Assignment and Transfer Restrictions Section [●] of the Credit Agreement (setting forth the assignment and transfer restrictions) is hereby amended to add the following carve-outs from the restrictions on assignment and transfer set forth therein: (a) Step 4 Asset Contributions. The contribution by Fund V-A Cayman and Fund V-B Lux of their respective portfolio assets to the Consolidated Mas

Section 3.5 — Amendment to Reporting and Compliance Covenants Section [●] of the Credit Agreement (setting forth the reporting and compliance covenants of the Borrower) is hereby amended to add the following post-Reorganization reporting obligations: (a) Updated Investor Schedules. The Borrower shall deliver to the Administrative Agent, within thirty (30) days after the Step 5 Effective Date, updated investor schedul

Section 3.6 — Amendment to Negative Covenants Section [●] of the Credit Agreement (setting forth the negative covenants of the Borrower) is hereby amended as follows: (a) The Reorganization and all transactions, filings, contributions, dissolutions, distributions, and LP migrations constituting or forming a part thereof shall be permitted under the negative covenants of the Credit Agreement without requiring any furt

Section 3.7 — No Other Amendments Except as expressly set forth in this Article III, all other terms, conditions, covenants, representations, warranties, and provisions of the Credit Agreement and the other loan documents remain unchanged, unamended, and in full force and effect. The amendments set forth in this Article III shall not be deemed to establish a course of dealing or to obligate the Administrative Agent o

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of the Borrower and the General Partner Each of the Borrower and the General Partner hereby represents and warrants to the Administrative Agent and each Co-Lender as of the date hereof and as of the Effective Date as follows: (a) Organization and Standing. Solara Digital Partners Fund V LP is a limited partnership duly organized, validly existing, and in good standing unde

Section 4.2 — Representations and Warranties of the Administrative Agent and Co-Lenders Each Lender Party hereby represents and warrants to the Borrower and the General Partner as of the date hereof and as of the Effective Date as follows: (a) Authorization. Such Lender Party has full corporate, partnership, or limited liability company power and authority to enter into and perform its obligations under this Agreemen

ARTICLE V — CONDITIONS PRECEDENT

Section 5.1 — Conditions to Effectiveness This Agreement shall become effective upon the satisfaction (or waiver by the Administrative Agent in its sole discretion) of each of the following conditions precedent: (a) Execution and Delivery. The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by each of the Borrower, the General Partner, the Administrative Agent, and

Section 5.2 — Additional Conditions to Step 4 and Step 5 The consent granted in Section 2.1 of this Agreement with respect to Steps 4 and 5 of the Reorganization shall remain effective only if each of the following additional conditions is satisfied as of the applicable Step 4 Closing Date and Step 5 Effective Date: (a) Timeline Compliance. The Reorganization shall be consummated substantially in accordance with the

Section 6.1 — Reorganization Milestone Reporting The Borrower hereby covenants and agrees that it shall provide the Administrative Agent with written notice (which may be delivered by electronic mail to the notice addresses specified in Section 7.7 of this Agreement) within five (5) business days of the occurrence of each of the following milestone events: (a) The formation of each new entity contemplated by Step 1 o

Section 6.2 — Maintenance of Borrowing Base Following the Step 5 Effective Date, the Borrower shall ensure that the uncalled capital commitments of investors — whether direct limited partners of the Borrower or investors in the Feeder Vehicles — that are included in the Borrowing Base continue to meet the eligibility criteria set forth in the Credit Agreement, as amended by this Agreement. Without limiting the genera