CONSENT AND AMENDMENT AGREEMENT
relating to the
$1,500,000,000 Revolving Credit Facility
among
SOLARA DIGITAL PARTNERS FUND V LP a Delaware limited partnership (the "Borrower")
SOLARA DIGITAL INFRASTRUCTURE GP LLC a Delaware limited liability company (the "General Partner")
ASHFORD NATIONAL BANK, N.A. a national banking association (as "Co-Lender")
and
SENTINEL CAPITAL MARKETS LLC a Delaware limited liability company (as "Administrative Agent" and "Co-Lender")
Dated as of [●], 2025
CONFIDENTIAL TREATMENT REQUESTED
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This CONSENT AND AMENDMENT AGREEMENT (this "Agreement") is entered into as of [●], 2025, by and among:
(i) SOLARA DIGITAL PARTNERS FUND V LP, a Delaware limited partnership (the "Borrower");
(ii) SOLARA DIGITAL INFRASTRUCTURE GP LLC, a Delaware limited liability company (the "General Partner");
(iii) ASHFORD NATIONAL BANK, N.A., a national banking association (the "Ashford" or a "Co-Lender"); and
(iv) SENTINEL CAPITAL MARKETS LLC, a Delaware limited liability company, in its capacity as administrative agent (the "Administrative Agent") and as a co-lender (together with Ashford, the "Co-Lenders" and each, a "Co-Lender").
The Administrative Agent and the Co-Lenders are referred to herein collectively as the "Lender Parties" and each individually as a "Lender Party." The Borrower, the General Partner, the Administrative Agent, and the Co-Lenders are referred to herein collectively as the "Parties" and each individually as a "Party."
RECITALS
WHEREAS:
A. The Borrower, the General Partner, Ashford National Bank, N.A. (with its principal office for purposes of this facility located at 225 West Wacker Drive, Suite 5000, Chicago, Illinois 60606), and Sentinel Capital Markets LLC (with its principal office located at One Bryant Park, 42nd Floor, New York, New York 10036) are parties to that certain Subscription Revolving Credit Facility Agreement, originally entered into as of [●], 2023 (on or around the Fund V final close date of September 30, 2023), as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof (the "Credit Agreement"), pursuant to which the Co-Lenders have made available to the Borrower a revolving credit facility in an aggregate commitment amount of One Billion Five Hundred Million Dollars ($1,500,000,000) (the "Facility"). The Credit Agreement is secured by the uncalled capital commitments of the limited partners of the Borrower. The Borrower (EIN: 88-3467219) has a total fund size of approximately $5.6 billion (vintage 2023), of which approximately 38% has been deployed as of the date hereof. The General Partner (EIN: 82-4917365) serves as the general partner of the Borrower and manages the affairs of the Borrower in accordance with the terms of the Borrower's Agreement of Limited Partnership (as amended from time to time, the "Fund V LPA").
B. The Borrower operates alongside two parallel fund vehicles established to accommodate different investor bases and regulatory requirements:
(i) Solara Digital Partners Fund V-A (Cayman) LP (EIN: 98-7891234; Cayman Islands Monetary Authority registration number: MF-89103), a Cayman Islands exempted limited partnership ("Fund V-A Cayman"), with a fund size of approximately $2.45 billion, established primarily for the benefit of non-U.S. investors and certain U.S. tax-exempt investors; and
(ii) Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN: 98-7891267; Luxembourg Registre de Commerce et des Sociétés number: B 271056), a Luxembourg special limited partnership (société en commandite spéciale) ("Fund V-B Lux"), with a fund size of approximately €1.38 billion (approximately $1.49 billion at a EUR/USD exchange rate of 1.08), established primarily for the benefit of certain European institutional investors.
Fund V-A Cayman and Fund V-B Lux are collectively referred to herein as the "Fund V Parallel Vehicles." The Borrower and the Fund V Parallel Vehicles co-invest on a pari passu basis across a shared portfolio of digital infrastructure and enterprise SaaS investments and are collectively referred to herein as the "Fund V Complex."
C. Solara Digital Infrastructure LP (EIN: 82-4917366), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, with approximately $14.7 billion in assets under management as of March 31, 2025, is the sponsor of the Fund V Complex and of the separate Fund IV fund complex, including Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp (collectively, the "Sponsor" or "Solara"). The General Partner is managed by Viktor Raines, Managing Partner and Founder of Solara.
The board of managers of the General Partner, acting under the direction of Viktor Raines, approved the exploration of a cross-border fund-platform reorganization on March 14, 2025. The LP Advisory Committee of Fund V LP provided preliminary consent at its meeting held on April 22, 2025, with 78% in interest of the LPAC members voting in favor of the proposed reorganization (the "Preliminary LPAC Consent"). Formal LP consent is being solicited in accordance with the provisions of the Fund V LPA.
The proposed reorganization (the "Reorganization") consists of a five-step integrated transaction with a target effective date of December 1, 2025, structured as follows:
Step 1 (Target Date: September 15, 2025): Formation of New Entities. Formation of the following new entities:
(a) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company to serve as general partner of the Consolidated Master Fund (as defined below);
(b) Solara Consolidated Master Fund LP, a Delaware limited partnership to serve as the consolidated master investment vehicle (the "Consolidated Master Fund" or "Consolidated Master Fund LP");
(c) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership established for non-U.S. investors (the "International Feeder"); and
(d) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership established for U.S. tax-exempt investors (the "Tax-Exempt Feeder").
Each of the foregoing new entities will file IRS Form 8832 check-the-box elections to be classified as a partnership for U.S. federal income tax purposes.
Step 2 (Target Date: October 1, 2025): Fund IV-A Cayman Contribution. Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") will contribute all of its portfolio assets (fair market value: approximately $2.31 billion; adjusted tax basis: approximately $1.62 billion; built-in gain: approximately $690 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP.
Step 3 (Target Date: October 15, 2025): Fund IV-B Lux Contribution. Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux") will contribute all of its portfolio assets (fair market value: approximately $1.16 billion; adjusted tax basis: approximately $844.6 million; built-in gain: approximately $315.4 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP.
Step 4 (Target Date: November 1, 2025): Fund V Parallel Vehicle Contributions. Fund V-A Cayman will contribute all of its portfolio assets (fair market value: approximately $2.89 billion; adjusted tax basis: approximately $2.34 billion; built-in gain: approximately $550 million) and Fund V-B Lux will contribute all of its portfolio assets (fair market value: approximately €1.29 billion / $1.39 billion; adjusted tax basis: approximately €1.14 billion / $1.23 billion; built-in gain: approximately €150 million / $162 million) to the Consolidated Master Fund LP in exchange for limited partnership interests in the Consolidated Master Fund LP. This Step directly affects the Fund V Parallel Vehicles and, accordingly, the Fund V Complex.
Step 5 (Target Date: December 1, 2025): Dissolutions and LP Migration. Fund V-A Cayman and Fund V-B Lux will be dissolved in accordance with their respective partnership agreements and applicable law. The limited partnership interests in the Consolidated Master Fund LP held by Fund V-A Cayman and Fund V-B Lux will be distributed in kind to their respective limited partners. Non-U.S. limited partners will migrate into the International Feeder, and U.S. tax-exempt limited partners will migrate into the Tax-Exempt Feeder. The International Feeder and the Tax-Exempt Feeder will invest into the Consolidated Master Fund LP as limited partners thereof. Following completion of Step 5, Fund V LP will continue in existence as a Delaware limited partnership and will co-invest alongside the Consolidated Master Fund LP. The Borrower's obligations under the Credit Agreement and the related loan documents will remain in full force and effect.
The business rationale for the Reorganization is as follows: (i) the Reorganization is expected to result in operational cost reductions of approximately $3.8 million annually by eliminating duplicative offshore administration, audit, regulatory filing, and compliance fees associated with the parallel vehicle structure; (ii) the implementation of the OECD Pillar Two Global Anti-Base Erosion (GloBE) rules is expected to diminish the tax benefits historically associated with the Luxembourg SCSp structure beginning in fiscal year 2025, rendering the maintenance of the Luxembourg vehicles less efficient; (iii) the consolidated structure will simplify compliance with the Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS) across the fund platform; and (iv) limited partners have requested governance simplification and a reduction in the number of separate entities through which they hold their investments.
The Reorganization is intended to qualify for tax-free treatment under Sections 721(a) and 731(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Solara has engaged Calderwood & Harkness LLP (600 Lexington Avenue, 38th Floor, New York, New York 10022; engagement number 20250527-SDILP-PLR) to prepare and submit a private letter ruling request to the Internal Revenue Service (the "IRS") in connection with the Reorganization (the "PLR Request").
D. The aggregate financial impact of the Reorganization on the Fund V Complex and the broader Solara fund platform is as follows:
(i) The total fair market value of portfolio assets being contributed to the Consolidated Master Fund LP across all four offshore vehicles (Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux) is approximately $7.75 billion.
(ii) The total adjusted tax basis of such portfolio assets is approximately $6.03 billion, resulting in total aggregate built-in gain of approximately $1.72 billion.
(iii) The aggregate liabilities to be assumed by the Consolidated Master Fund LP in connection with the contributions consist of approximately $1.34 billion of portfolio-level indebtedness across all four offshore vehicles.
(iv) Fund V-specific offshore portfolio companies affected by the Reorganization include, among others, interests in (A) Veridian Edge Computing Corp., a digital infrastructure portfolio company with a fair market value of approximately $1.12 billion, of which Fund V-A Cayman holds approximately 55% and Fund V LP holds approximately 45%, and (B) Helix SaaS Holdings Ltd., an enterprise SaaS portfolio company with a fair market value of approximately $445 million, of which Fund V-A Cayman holds 100%. In total, twelve (12) portfolio companies are held by the Fund V vehicles.
(v) Across all fund vehicles participating in the Reorganization, a total of twenty-three (23) portfolio companies are affected (eleven (11) held by the Fund IV vehicles and twelve (12) held by the Fund V vehicles).
E. Certain provisions of the Credit Agreement, including, without limitation, the change of control covenant set forth in Section [●] thereof, the structural change restrictions set forth in Section [●] thereof, the assignment and transfer restrictions set forth in Section [●] thereof, and the borrowing base provisions and related definitions set forth in Article [●] thereof, require the consent of the Administrative Agent and/or the Required Lenders (as defined in the Credit Agreement) prior to the consummation of the Reorganization or transactions of a similar nature. The Borrower and the General Partner have requested that the Administrative Agent and the Co-Lenders (i) consent to the Reorganization and (ii) agree to certain amendments to the Credit Agreement to reflect the post-Reorganization fund structure and to ensure the continued availability of the Facility following the completion of the Reorganization.
F. The Administrative Agent and the Co-Lenders have agreed to grant such consent and to enter into such amendments, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties, covenants, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
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" means Solara Digital Partners Fund V LP, a Delaware limited partnership (EIN: 88-3467219).
"Caldwell Pierce" means Caldwell Pierce & Co. LLP, an independent registered public accounting firm, with offices at 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243, serving as the independent auditor and accounting firm for the Solara fund vehicles.
"Clarendon" means Clarendon Fund Services Ltd., with offices at Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108, serving as the fund administrator for the offshore vehicles within the Solara fund platform.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Co-Lenders" means, collectively, Ashford National Bank, N.A. and Sentinel Capital Markets LLC, and each individually, a "Co-Lender."
"Consolidated Master Fund" or "Consolidated Master Fund LP" means Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed on or about September 15, 2025, in accordance with Step 1 of the Reorganization.
"Consolidated Master Fund GP" means Solara Consolidated Master Fund GP LLC, a Delaware limited liability company to be formed on or about September 15, 2025, in accordance with Step 1 of the Reorganization, to serve as the general partner of the Consolidated Master Fund LP.
"Credit Agreement" means that certain Subscription Revolving Credit Facility Agreement, originally entered into as of [●], 2023, among the Borrower, the General Partner, the Co-Lenders, and the Administrative Agent, providing for a revolving credit facility in an aggregate commitment amount of $1,500,000,000, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, and as further amended by this Agreement.
"Effective Date" means the date on which all of the conditions precedent set forth in Section 5.1 of this Agreement have been satisfied or waived by the Administrative Agent in its sole discretion.
"Fund IV-A Cayman" means Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership.
"Fund IV-B Lux" means Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg special limited partnership (société en commandite spéciale).
"Fund V-A Cayman" means Solara Digital Partners Fund V-A (Cayman) LP, a Cayman Islands exempted limited partnership (EIN: 98-7891234; CIMA registration: MF-89103), with a fund size of approximately $2.45 billion.
"Fund V-B Lux" means Solara Digital Partners Fund V-B (Luxembourg) SCSp, a Luxembourg special limited partnership (EIN: 98-7891267; Luxembourg RCS number: B 271056), with a fund size of approximately €1.38 billion (approximately $1.49 billion at a EUR/USD exchange rate of 1.08).
"Fund V Complex" means, collectively, the Borrower, Fund V-A Cayman, and Fund V-B Lux.
"Fund V LPA" means the Agreement of Limited Partnership of Solara Digital Partners Fund V LP, as amended, restated, supplemented, or otherwise modified from time to time.
"Fund V Parallel Vehicles" means, collectively, Fund V-A Cayman and Fund V-B Lux.
"General Partner" means Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN: 82-4917365), in its capacity as the general partner of the Borrower.
"Hawkstone" means Hawkstone Specialty Insurance Co., with its principal office located at 100 Constitution Plaza, Hartford, Connecticut 06103.
"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed on or about September 15, 2025, in accordance with Step 1 of the Reorganization, established for the benefit of non-U.S. investors.
"Lender Parties" means, collectively, the Co-Lenders and the Administrative Agent, and each individually, a "Lender Party."
"LP Advisory Committee" or "LPAC" means the advisory committee of limited partners of Fund V LP established pursuant to the Fund V LPA.
"Meridian Offshore Legal" means Meridian Offshore Legal, with offices at Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103.
"PLR Request" means the private letter ruling request to be prepared by Calderwood & Harkness LLP and submitted to the IRS in connection with the Reorganization.
"Reorganization" means the five-step integrated transaction described in Recital C hereof, consisting of the formation of new entities (Step 1), the contribution of Fund IV-A Cayman assets (Step 2), the contribution of Fund IV-B Lux assets (Step 3), the contribution of Fund V-A Cayman and Fund V-B Lux assets (Step 4), and the dissolution of Fund V-A Cayman and Fund V-B Lux and the migration of their respective limited partners into the International Feeder and the Tax-Exempt Feeder (Step 5).
"Solara" or "Sponsor" means Solara Digital Infrastructure LP, a Delaware limited partnership (EIN: 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.
"Step 4 Closing Date" means the date on which the contributions by Fund V-A Cayman and Fund V-B Lux of their respective portfolio assets to the Consolidated Master Fund LP are consummated in accordance with Step 4 of the Reorganization (target: November 1, 2025).
"Step 5 Effective Date" means the date on which the dissolutions of Fund V-A Cayman and Fund V-B Lux and the migration of their respective limited partners into the International Feeder and the Tax-Exempt Feeder are completed in accordance with Step 5 of the Reorganization (target: December 1, 2025).
"Calderwood & Harkness" means Calderwood & Harkness LLP, with offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and 1900 K Street NW, Suite 1100, Washington, DC 20006.
"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed on or about September 15, 2025, in accordance with Step 1 of the Reorganization, established for the benefit of U.S. tax-exempt investors.
All other capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement.
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, Schedule, or Exhibit are references to Sections, Articles, Schedules, and Exhibits of this Agreement; (e) the terms "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (f) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement; (g) references to any statute, rule, or regulation shall be deemed to include all amendments thereto and successor provisions; (h) references to "dollars" or "$" shall mean United States dollars; and (i) references to "business days" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law to be closed.
ARTICLE II — CONSENT
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, the International Feeder, and the Tax-Exempt Feeder as contemplated by Step 1 of the Reorganization, and the filing of IRS Form 8832 check-the-box elections for each such new entity to be classified as a partnership for U.S. federal income tax purposes.
(b) Fund V-A Cayman Contribution. The contribution by Fund V-A Cayman of all of its portfolio assets (having an aggregate fair market value of approximately $2.89 billion, an aggregate adjusted tax basis of approximately $2.34 billion, and aggregate built-in gain of approximately $550 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP, as contemplated by Step 4 of the Reorganization.
(c) Fund V-B Lux Contribution. The contribution by Fund V-B Lux of all of its portfolio assets (having an aggregate fair market value of approximately €1.29 billion (approximately $1.39 billion at a EUR/USD exchange rate of 1.08), an aggregate adjusted tax basis of approximately €1.14 billion (approximately $1.23 billion), and aggregate built-in gain of approximately €150 million (approximately $162 million)) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP, as contemplated by Step 4 of the Reorganization.
(d) Dissolution of Fund V Parallel Vehicles. The dissolution of each of Fund V-A Cayman and Fund V-B Lux and the distribution of their respective limited partnership interests in the Consolidated Master Fund LP to their respective limited partners, as contemplated by Step 5 of the Reorganization.
(e) LP Migration. The migration of non-U.S. limited partners of Fund V-A Cayman and Fund V-B Lux into the International Feeder, and the migration of U.S. tax-exempt limited partners of Fund V-A Cayman and Fund V-B Lux into the Tax-Exempt Feeder, as contemplated by Step 5 of the Reorganization.
(f) Amendments to Fund V LPA. Any amendments to the Fund V LPA that are reasonably necessary or advisable to reflect the post-Reorganization structure and to permit the Borrower to co-invest alongside the Consolidated Master Fund LP.
The consent granted pursuant to this Section 2.1 is limited solely to the Reorganization as specifically described in Recital C and this Section 2.1, and shall not be deemed to constitute a consent to, or approval, authorization, or ratification of, any other transaction, restructuring, reorganization, or change of any kind not expressly set forth herein.
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 granted by the Borrower in connection with the Facility, the Lender Parties acknowledge and accept that the completion of Steps 2 and 3 will result in the co-mingling of Fund IV and Fund V portfolio assets at the Consolidated Master Fund LP level.
No separate consent of the Lender Parties under the Credit Agreement is required for the consummation of Steps 2 and 3 of the Reorganization; provided, however, that the Lender Parties acknowledge and accept the resulting organizational and investment structure. The Parties acknowledge that a separate Consent and Amendment Agreement is being negotiated and executed with respect to the Fund IV $1.1 billion subscription revolving credit facility between Solara Digital Partners Fund IV LP and Ashford National Bank, N.A. (the "Fund IV Consent Agreement"), and that the Fund IV Consent Agreement addresses the consent and amendment requirements applicable to the Fund IV credit facility in connection with the Reorganization.
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 the Credit Agreement and the other loan documents shall remain in full force and effect, except as expressly amended by Article III of this Agreement.
No default or event of default under the Credit Agreement shall be deemed to have occurred solely as a result of the consummation of the Reorganization; provided, however, that the foregoing shall apply only if the Reorganization is consummated substantially in accordance with the description set forth in Recital C of this Agreement and in Schedule A hereto, and subject to the satisfaction of the conditions set forth in Article V of this Agreement.
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 Fund GP" means Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, in its capacity as general partner of the Consolidated Master Fund.
"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership formed in connection with the Reorganization for the benefit of non-U.S. investors.
"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership formed in connection with the Reorganization for the benefit of U.S. tax-exempt investors.
"Feeder Vehicles" means, collectively, the International Feeder and the Tax-Exempt Feeder, and each individually, a "Feeder Vehicle."
"Reorganization" means the five-step integrated cross-border fund-platform reorganization described in the Consent and Amendment Agreement dated as of [●], 2025, among the Borrower, the General Partner, the Administrative Agent, and the Co-Lenders.
"Step 4 Closing Date" has the meaning assigned to such term in the Consent and Amendment Agreement.
"Step 5 Effective Date" has the meaning assigned to such term in the Consent and Amendment Agreement.
(b) The definition of "Borrowing Base" in the Credit Agreement is hereby amended and restated in its entirety to read as follows:
"Borrowing Base" means, as of any date of determination, an amount equal to the Advance Rate multiplied by the aggregate Uncalled Capital Commitments of all Eligible Investors as of such date of determination, calculated in accordance with the methodology set forth in Schedule B to the Consent and Amendment Agreement. For the avoidance of doubt, following the Step 5 Effective Date, "Eligible Investors" shall include (i) direct limited partners of the Borrower, (ii) investors in the International Feeder whose Uncalled Capital Commitments are determined on a "look-through" basis through the International Feeder and the Consolidated Master Fund to the Borrower's co-investment right alongside the Consolidated Master Fund, and (iii) investors in the Tax-Exempt Feeder whose Uncalled Capital Commitments are determined on a "look-through" basis through the Tax-Exempt Feeder and the Consolidated Master Fund to the Borrower's co-investment right alongside the Consolidated Master Fund.
(c) The definition of "Change of Control" in the Credit Agreement is hereby amended to add the following proviso at the end thereof:
"; provided, however, that the consummation of the Reorganization (including, without limitation, the formation of the Consolidated Master Fund, the Consolidated Master Fund GP, and the Feeder Vehicles, the contributions of portfolio assets by Fund V-A Cayman and Fund V-B Lux to the Consolidated Master Fund, the dissolution of Fund V-A Cayman and Fund V-B Lux, and the migration of limited partners into the Feeder Vehicles) shall not constitute a 'Change of Control' for purposes of this Agreement."
(d) The definition of "Permitted Structural Changes" in the Credit Agreement is hereby amended to include the following as a new clause at the end thereof:
"; and ([●]) the Reorganization, including all steps, transactions, filings, contributions, dissolutions, and LP migrations constituting or forming a part thereof."
(e) The definition of "Eligible Investor" in the Credit Agreement is hereby amended and restated in its entirety to read as follows:
"Eligible Investor" means any investor whose Uncalled Capital Commitments are included in the calculation of the Borrowing Base in accordance with the eligibility criteria set forth in Section [●] of this Agreement, as amended by the Consent and Amendment Agreement, including (i) any Person that is a direct limited partner of the Borrower, (ii) any Person that is an investor in the International Feeder, and (iii) any Person that is an investor in the Tax-Exempt Feeder, in each case whose Uncalled Capital Commitments ultimately support the Borrower's borrowing capacity and who satisfies the eligibility requirements set forth in Section [●] hereof, as determined on a "look-through" basis through the applicable Feeder Vehicle and the Consolidated Master Fund.
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 limitation, Nordhaven Sovereign Wealth Fund, with a capital commitment of $500 million, and other non-U.S. institutional investors — and who, following the Reorganization, invest through the International Feeder, shall continue to be included in the Borrowing Base to the same extent and in the same manner as such uncalled capital commitments were included prior to the Reorganization, subject to the look-through mechanism set forth in clause (d) below.
(b) Fund V-B Lux Investor Transition. Following the Step 5 Effective Date, the uncalled capital commitments of investors who were previously limited partners of Fund V-B Lux — including, without limitation, Kestrel Pacific Insurance Group, with a capital commitment of €275 million (approximately $297 million at a EUR/USD exchange rate of 1.08), and other European institutional investors — and who, following the Reorganization, invest through the International Feeder, shall continue to be included in the Borrowing Base, subject to the look-through mechanism set forth in clause (d) below and to the application of the EUR/USD exchange rate as specified in the Credit Agreement.
(c) U.S. Tax-Exempt and Direct LP Investors. Following the Step 5 Effective Date, (i) U.S. tax-exempt investors — including, without limitation, Pinnacle State Employees' Retirement System, with a capital commitment of $340 million, and Grandview University Endowment, with a capital commitment of $185 million — who invest through the Tax-Exempt Feeder shall continue to be included in the Borrowing Base as Eligible Investors, and (ii) U.S. taxable investors — including, without limitation, Argyle Family Office Holdings LLC, with a capital commitment of $130 million — who remain direct limited partners of the Borrower shall continue to be included in the Borrowing Base as direct-LP Eligible Investors and are unaffected by the Reorganization.
(d) Look-Through Mechanism. For purposes of calculating the Borrowing Base following the Step 5 Effective Date, the Administrative Agent and the Borrower shall apply a "look-through" methodology pursuant to which the uncalled capital commitments of each investor in a Feeder Vehicle are traced through the Feeder Vehicle to its interest in the Consolidated Master Fund and, in turn, to the Borrower's co-investment right alongside the Consolidated Master Fund. The proportional share of each Feeder Vehicle investor's uncalled capital commitment attributable to the Fund V co-investment shall be included in the Borrowing Base, subject to the eligibility criteria set forth in the Credit Agreement, as amended hereby. The detailed methodology for the look-through calculation is set forth in Schedule B to the Consent and Amendment Agreement.
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 Reorganization, and no change in the identity of the general partner of the Borrower shall occur as a result of the Reorganization.
(c) Viktor Raines shall continue to serve as Manager of Solara Digital Infrastructure GP LLC throughout and following the Reorganization, and no change in the ultimate management control of the Borrower shall result from the Reorganization.
(d) For the avoidance of doubt, nothing in this Section 3.3 shall affect the application of the change of control provisions of the Credit Agreement to any transaction, event, or circumstance other than the Reorganization.
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 Master Fund LP in exchange for limited partnership interests in the Consolidated Master Fund LP, as contemplated by Step 4 of the Reorganization, shall not constitute a prohibited assignment or transfer under the Credit Agreement. For the avoidance of doubt, no portfolio assets of the Borrower (as distinguished from the portfolio assets of the Fund V Parallel Vehicles) are being contributed to the Consolidated Master Fund LP in connection with Step 4.
(b) Step 5 Distributions. The distribution by Fund V-A Cayman and Fund V-B Lux of their respective limited partnership interests in the Consolidated Master Fund LP to their respective limited partners in connection with the dissolution of such entities, as contemplated by Step 5 of the Reorganization, shall not constitute a prohibited assignment or transfer under the Credit Agreement.
(c) No Transfer of Borrower Rights. Notwithstanding the foregoing, nothing in this Section 3.4 shall be deemed to permit or authorize any assignment or transfer by the Borrower of any of its rights, obligations, or interests under the Credit Agreement or any other loan document to any Person, and all such rights, obligations, and interests shall remain with the Borrower.
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 schedules reflecting (i) the limited partners who remain direct limited partners of the Borrower, (ii) the investors who have migrated to the International Feeder, (iii) the investors who have migrated to the Tax-Exempt Feeder, and (iv) the uncalled capital commitments of each such investor, together with a reconciliation of the pre-Reorganization and post-Reorganization investor composition.
(b) Form 8832 Elections. The Borrower shall deliver to the Administrative Agent a copy of each IRS Form 8832 check-the-box election filed for the Consolidated Master Fund LP, the Consolidated Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, promptly upon filing thereof with the IRS.
(c) Evidence of Formation. The Borrower shall deliver to the Administrative Agent copies of (i) the Certificate of Limited Partnership of the Consolidated Master Fund LP as filed with the Delaware Secretary of State, (ii) the Certificate of Formation of the Consolidated Master Fund GP as filed with the Delaware Secretary of State, and (iii) evidence of formation and registration of the International Feeder and the Tax-Exempt Feeder under the laws of the Cayman Islands, in each case promptly upon formation of such entity.
(d) Quarterly Borrowing Base Certificates. Following the Step 5 Effective Date, the Borrower shall deliver to the Administrative Agent quarterly borrowing base certificates in the form set forth in Schedule C to the Consent and Amendment Agreement, reflecting the amended borrowing base methodology set forth in Section 3.2 of the Consent and Amendment Agreement and Schedule B thereto.
(e) Annual Audited Financial Statements. The Borrower shall continue to deliver to the Administrative Agent annual audited financial statements of Fund V LP, prepared by Caldwell Pierce & Co. LLP (400 Renaissance Center, Suite 2500, Detroit, Michigan 48243), the independent accounting firm for the Solara fund vehicles, in accordance with the existing reporting schedule set forth in the Credit Agreement.
(f) PLR Status Updates. The Borrower shall deliver to the Administrative Agent prompt written notice of (i) the filing of the PLR Request with the IRS, (ii) any correspondence received from the IRS in connection with the PLR Request, and (iii) the issuance (or denial) of any private letter ruling by the IRS in connection with the Reorganization.
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 further consent, approval, or waiver from the Administrative Agent or any Co-Lender, subject to the terms and conditions of the Consent and Amendment Agreement.
(b) Except as expressly modified by the Consent and Amendment Agreement, all existing restrictions on additional indebtedness, liens, investments, dispositions of assets, restricted payments, and other negative covenants set forth in the Credit Agreement shall remain in full force and effect and shall apply to the Borrower and, to the extent applicable, to the post-Reorganization fund structure. For the avoidance of doubt, the Reorganization-related transactions described in Recital C of the Consent and Amendment Agreement shall constitute "Permitted Structural Changes" and shall not be subject to the restrictions on dispositions, investments, or restricted payments otherwise applicable under the Credit Agreement.
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 or any Co-Lender to grant any future consent, amendment, or waiver.
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 under the laws of the State of Delaware (EIN: 88-3467219). Solara Digital Infrastructure GP LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 82-4917365), with its registered agent at Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904. Each of the Borrower and the General Partner has all requisite power and authority to own and operate its properties and assets, to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement.
(b) Authorization and Enforceability. The execution, delivery, and performance of this Agreement by the Borrower and the General Partner have been duly authorized by all necessary partnership and limited liability company action, including, without limitation, the approval of Viktor Raines in his capacity as Manager of Solara Digital Infrastructure GP LLC. This Agreement constitutes the legal, valid, and binding obligation of each of the Borrower and the General Partner, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(c) No Conflict. The execution, delivery, and performance of this Agreement by each of the Borrower and the General Partner does not and will not (i) violate or conflict with the organizational documents of the Borrower or the General Partner, including the Fund V LPA or the operating agreement of the General Partner, (ii) violate or conflict with any applicable law, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to the Borrower or the General Partner, or (iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any material agreement, indenture, mortgage, deed of trust, or other instrument to which the Borrower or the General Partner is a party or by which any of their respective properties or assets may be bound or affected.
(d) No Default. No default or event of default under the Credit Agreement or any other loan document exists as of the date hereof, and no default or event of default will exist immediately after giving effect to this Agreement and the transactions contemplated hereby. The Borrower is in compliance in all material respects with all terms, conditions, and covenants of the Credit Agreement and the other loan documents.
(e) Material Accuracy. All information, documents, data, certificates, and reports provided by or on behalf of the Borrower, the General Partner, or the Sponsor to the Administrative Agent and the Co-Lenders in connection with the Reorganization and this Agreement are true, complete, and correct in all material respects as of the date furnished (or, if such information relates to an earlier date, as of such earlier date). No such information contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) LP Consent. The LPAC of Fund V LP provided preliminary consent to the Reorganization at its meeting held on April 22, 2025, with 78% in interest of the LPAC members voting in favor (the "Preliminary LPAC Consent"). Formal consent of the limited partners of Fund V LP is being solicited in accordance with the provisions of the Fund V LPA, and the General Partner reasonably expects that such formal consent will be obtained prior to the consummation of Step 4 of the Reorganization. The Reorganization will not be consummated absent the receipt of all LP consents required under the Fund V LPA.
(g) Tax Treatment. The Reorganization is intended to qualify for tax-free treatment under Sections 721(a) and 731(a) of the Code. The Sponsor has engaged Calderwood & Harkness LLP to prepare and submit the PLR Request to the IRS. No assurance is given by the Borrower or the General Partner that the IRS will issue a favorable private letter ruling in response to the PLR Request. The Borrower and the General Partner make no representation or warranty as to the ultimate tax treatment of the Reorganization.
(h) Portfolio Assets. The portfolio company interests held by Fund V-A Cayman and Fund V-B Lux that will be contributed to the Consolidated Master Fund LP in connection with Step 4 of the Reorganization consist of equity and equity-like interests in operating companies in the digital infrastructure and enterprise SaaS sectors, including, without limitation, (i) an approximately 55% interest in Veridian Edge Computing Corp. (with the remaining approximately 45% interest held directly by the Borrower) and (ii) a 100% interest in Helix SaaS Holdings Ltd. The foregoing portfolio company interests have been valued in accordance with the Sponsor's valuation policies and the applicable provisions of ASC 820 (Fair Value Measurement).
(i) No Material Adverse Effect. The Reorganization will not have a material adverse effect on (i) the business, operations, property, condition (financial or otherwise), or prospects of the Borrower or the General Partner, (ii) the ability of the Borrower or the General Partner to perform any of their respective obligations under the Credit Agreement (as amended hereby) or any other loan document, (iii) the rights and remedies of the Administrative Agent or any Co-Lender under the Credit Agreement (as amended hereby) or any other loan document, or (iv) the validity, enforceability, or collectability of the uncalled capital commitments securing the Facility.
(j) D&O/E&O Coverage. The Borrower and the General Partner maintain directors' and officers' liability insurance and errors and omissions insurance coverage with Hawkstone Specialty Insurance Co. (100 Constitution Plaza, Hartford, Connecticut 06103) with an aggregate policy limit of $50 million per occurrence and in the aggregate. Solara has notified Hawkstone of the Reorganization and has requested that Hawkstone endorse the applicable policies to extend coverage to the Consolidated Master Fund LP, the Consolidated Master Fund GP, the International Feeder, and the Tax-Exempt Feeder and their respective directors, officers, managers, and employees. The Borrower and the General Partner shall use commercially reasonable efforts to obtain such endorsement prior to the Step 4 Closing Date.
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 Agreement. The execution, delivery, and performance of this Agreement by such Lender Party have been duly authorized by all necessary corporate, partnership, or limited liability company action.
(b) No Conflict. The execution, delivery, and performance of this Agreement by such Lender Party does not and will not violate or conflict with the organizational documents of such Lender Party or any applicable law, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to such Lender Party.
(c) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of such Lender Party, enforceable against such Lender Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
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 each Co-Lender.
(b) Certified Organizational Documents. The Administrative Agent shall have received certified copies of the following:
(i) Resolutions of the board of managers of Solara Digital Infrastructure GP LLC, in its capacity as General Partner of the Borrower, authorizing the Reorganization and the entry into and performance of this Agreement, certified by the Secretary or an Assistant Secretary of the General Partner as being true, complete, and correct and in full force and effect as of the Effective Date;
(ii) The Certificate of Limited Partnership of Solara Consolidated Master Fund LP, as filed (or to be filed on or about September 15, 2025) with the Secretary of State of the State of Delaware, together with a certificate of good standing (or equivalent document) issued by the Delaware Secretary of State; and
(iii) The Certificate of Formation of Solara Consolidated Master Fund GP LLC, as filed (or to be filed on or about September 15, 2025) with the Secretary of State of the State of Delaware, together with a certificate of good standing (or equivalent document) issued by the Delaware Secretary of State.
(c) Legal Opinions. The Administrative Agent shall have received the following legal opinions, each in form and substance satisfactory to the Administrative Agent:
(i) An opinion of Calderwood & Harkness LLP, counsel to the Borrower, the General Partner, and the Sponsor, addressed to the Administrative Agent and each Co-Lender, opining as to (A) the due authorization, execution, and delivery of this Agreement by the Borrower and the General Partner, (B) the enforceability of this Agreement against the Borrower and the General Partner, (C) the absence of any conflict between this Agreement and the organizational documents, applicable law, and material agreements of the Borrower and the General Partner, and (D) such other matters as the Administrative Agent may reasonably request; and
(ii) An opinion of Meridian Offshore Legal (Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103), Cayman Islands counsel, addressed to the Administrative Agent and each Co-Lender, opining as to the due formation and valid existence of the International Feeder and the Tax-Exempt Feeder under the laws of the Cayman Islands, and such other matters of Cayman Islands law as the Administrative Agent may reasonably request.
(d) Form 8832 Elections. The Administrative Agent shall have received evidence, reasonably satisfactory to the Administrative Agent, that IRS Form 8832 check-the-box elections have been filed (or will be filed concurrently with the formation of such entities) for each of the Consolidated Master Fund LP, the Consolidated Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, electing classification as a partnership for U.S. federal income tax purposes.
(e) Updated Borrowing Base Certificate. The Administrative Agent shall have received an updated borrowing base certificate, duly executed by an authorized officer of the Borrower, reflecting the post-Reorganization investor composition and calculated in accordance with the amended borrowing base methodology set forth in Section 3.2 of this Agreement and Schedule B hereto, and demonstrating that the borrowing base, as so recalculated, equals or exceeds the aggregate outstanding advances under the Facility.
(f) Fund IV Consent Agreement. The Administrative Agent shall have received confirmation, reasonably satisfactory to the Administrative Agent, that the Fund IV Consent and Amendment Agreement (with respect to the Fund IV $1.1 billion subscription revolving credit facility with Ashford National Bank, N.A.) has been executed by all parties thereto, or will be executed concurrently with the execution of this Agreement.
(g) Insurance Endorsement. The Administrative Agent shall have received evidence, reasonably satisfactory to the Administrative Agent, that Hawkstone Specialty Insurance Co. has endorsed (or has agreed to endorse, subject only to payment of applicable premiums) the directors' and officers' liability insurance and errors and omissions insurance policies maintained by the Borrower and the General Partner to extend coverage to the Consolidated Master Fund LP, the Consolidated Master Fund GP, the International Feeder, and the Tax-Exempt Feeder and their respective directors, officers, managers, and employees.
(h) Payment of Fees and Expenses. The Borrower shall have paid to the Administrative Agent and each Co-Lender all reasonable and documented out-of-pocket fees and expenses (including attorneys' fees and disbursements) incurred by the Administrative Agent and each Co-Lender in connection with the negotiation, preparation, execution, and delivery of this Agreement.
(i) No Material Adverse Change. No material adverse change shall have occurred in the business, operations, property, condition (financial or otherwise), or prospects of the Borrower, the General Partner, or the Sponsor since March 31, 2025.
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 timeline set forth in Recital C of this Agreement, with Steps 2 through 5 occurring between October 1, 2025 and December 1, 2025. The Administrative Agent may, in its sole discretion, agree to reasonable extensions of such timeline upon written request by the Borrower; provided, however, that no Step shall be consummated later than March 31, 2026 without the prior written consent of the Administrative Agent and each Co-Lender.
(b) Continued Existence of Fund V LP. The Borrower shall remain in existence as a limited partnership duly organized and validly existing under the laws of the State of Delaware throughout and following the Reorganization, with Solara Digital Infrastructure GP LLC continuing to serve as its sole general partner.
(c) No Default. No default or event of default under the Credit Agreement (as amended by this Agreement) shall have occurred and be continuing at the time of the consummation of any Step of the Reorganization.
(d) Borrowing Base Compliance. The borrowing base, as recalculated under the amended provisions set forth in Section 3.2 of this Agreement and Schedule B hereto, shall equal or exceed the aggregate outstanding advances under the Facility at the time of the consummation of each Step.
(e) Post-Step 5 Deliverables. Within fifteen (15) business days after the Step 5 Effective Date, the Borrower shall deliver to the Administrative Agent a duly completed post-Reorganization investor schedule and updated borrowing base certificate in the form set forth in Schedule C to this Agreement, in each case duly executed by an authorized officer of the Borrower.
If any of the conditions set forth in this Section 5.2 are not satisfied (or waived in writing by the Administrative Agent) at the applicable time, the consent granted in Section 2.1 shall be deemed to be automatically revoked as to the applicable Step and any subsequent Steps, and the Parties shall negotiate in good faith regarding any further consent or amendment that may be required.
ARTICLE VI — COVENANTS
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 of the Reorganization (i.e., the Consolidated Master Fund LP, the Consolidated Master Fund GP, the International Feeder, and the Tax-Exempt Feeder), together with copies of the applicable certificates of formation, certificates of limited partnership, or equivalent organizational documents;