Contract analysis

1. Purpose and Background This memorandum is delivered pursuant to and in satisfaction of the conditions precedent set forth in Section 4.01(a)(xxiii) of the Credit Agreement, which requires, as a condition to the initial funding of the Term Loans on the Closing Date, the delivery to the Administrative Agent of written confirmation that the Co-Borrower has complied with its beneficial ownership filing obligations und

2. Filing Summary 2.1 Date of Filing The Transparency Register filing for Ironhaven Frankfurt GmbH was initially made on April 22, 2024, in connection with the formation and registration of the Co-Borrower. The filing was subsequently updated on May 28, 2024, to reflect the final beneficial ownership chain as confirmed following the completion of the fund-level restructuring of Thornfield Infrastructure Fund III, LP

3. Legal Basis and GwG Compliance 3.1 Applicable Legal Framework The filing described in this memorandum has been made pursuant to the requirements of the Geldwäschegesetz (GwG), which serves as the principal German statute implementing the European Union's anti-money laundering framework into domestic law. The following provisions of the GwG are of particular relevance to the Co-Borrower's Transparency Register fili

4. Relevance to the Credit Agreement 4.1 Condition Precedent The delivery of this memorandum, together with the attachments referenced herein, is intended to satisfy the condition precedent to funding set forth in Section 4.01(a)(xxiii) of the Credit Agreement, which provides that, as a condition to the initial advance of the Term Loans on the Closing Date, the Administrative Agent shall have received satisfactory ev

5. Ongoing Obligations 5.1 Statutory Reporting Obligations Pursuant to § 20(1) GwG, Ironhaven Frankfurt GmbH has an ongoing obligation to report any changes in its beneficial ownership to the Transparency Register without undue delay (unverzüglich). Under established interpretive guidance from the Bundesverwaltungsamt, this obligation requires that updates be filed promptly upon the entity becoming aware of any chang

6. Attachments The following documents are attached hereto and incorporated herein by reference: Attachment A: Copy of the Transparency Register electronic filing confirmation (Eingangsbestätigung) dated May 29, 2024 (Reference: TR-2024-FRA-00283741) for Ironhaven Frankfurt GmbH, as issued by the Ridgeway & Co.. Attachment B: Transparency Register extract (Auszug aus dem Transparenzregister) for Ironhaven Frankfurt G

7. Reliance and Disclaimer This memorandum is delivered solely for purposes of satisfying the conditions precedent set forth in Section 4.01(a)(xxiii) of the Credit Agreement and for the information of the Administrative Agent, the Collateral Agent, and the Lenders. It is not intended for, and may not be relied upon by, any other person or entity, or for any purpose other than as described herein, without the prior w