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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

TO: Leonard Cross, Responsible Partner, Tax Sylvia Hartwell, Billing Partner, Tax

FROM: Robert Jansen, Lead Associate, Tax

DATE: June 12, 2025

RE: Credit Facility Implications of Proposed Cross-Border Fund-Platform Reorganization — Solara Digital Infrastructure LP

ENGAGEMENT NO.: 20250527-SDILP-PLR

CLIENT: Solara Digital Infrastructure LP

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I. Executive Summary

The purpose of this memorandum is to analyze the implications of the proposed five-step cross-border reorganization of the Solara Digital Infrastructure LP fund platform on two existing subscription credit facilities, and to identify the specific provisions in each credit agreement that are triggered by the reorganization and that will require affirmative lender consent and, in all likelihood, formal credit agreement amendments before the reorganization can proceed.

Two subscription credit facilities are at issue:

• Fund IV Subscription Credit Facility: A $1.1 billion revolving subscription credit facility provided by Ashford National Bank, N.A. ("Ashford"), with Solara Digital Partners Fund IV LP ("Fund IV") as borrower. The facility is secured by the unfunded capital commitments of the Fund IV limited partners, including limited partners investing through the Fund IV parallel vehicles.

• Fund V Subscription Credit Facility: A $1.5 billion revolving subscription credit facility provided by Ashford National Bank, N.A. as co-lender and Sentinel Capital Markets LLC ("Sentinel") as co-lender and administrative agent, with Solara Digital Partners Fund V LP ("Fund V") as borrower. The facility is likewise secured by the unfunded capital commitments of the Fund V limited partners, including limited partners investing through the Fund V parallel vehicles.

After a careful review of the restructuring steps in light of the material provisions of both credit agreements, our principal conclusion is as follows: multiple provisions in each credit agreement are triggered by the reorganization, and affirmative lender consent — together with formal amendments to the credit agreements — will be required for both facilities before Steps 2 through 5 of the reorganization can proceed. Proceeding with any of Steps 2 through 5 without first obtaining such consent would create a material risk of triggering events of default under one or both credit agreements, including cross-default exposure between the two facilities.

We recommend that consent request letters and draft consent and amendment agreements be prepared and submitted to Ashford National Bank (attention: Thomas Greenleaf, Managing Director, Fund Finance) and Sentinel Capital Markets (attention: Laura Pak, Vice President) well in advance of the Step 2 target date of October 1, 2025. To allow sufficient time for lender review and negotiation of amendment terms, we recommend that consent request packages be delivered to both lenders no later than early July 2025. The lender consent process should be coordinated in parallel with the ongoing LP consent solicitation and the IRS private letter ruling process.

II. Background

A. Overview of the Reorganization

Solara Digital Infrastructure LP (EIN 82-4917366) is undertaking a comprehensive reorganization of its fund platform. The reorganization involves the consolidation of four offshore parallel fund vehicles — two organized under Cayman Islands law and two organized under Luxembourg law — into a newly formed Delaware-domiciled master fund structure, Solara Consolidated Master Fund LP. The reorganization is designed to achieve several business objectives, including operational cost reduction, enhanced regulatory compliance, and governance simplification as requested by the limited partner advisory committee.

The reorganization is structured as a five-step transaction with the following target effective dates:

Step 1 — Formation of New Entities (September 15, 2025). The following new entities will be formed: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the general partner of the master fund; (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership that will serve as the consolidated master fund vehicle; (iii) Solara International Feeder (Cayman) LP, a Cayman Islands limited partnership that will serve as the feeder vehicle for non-U.S. limited partners; and (iv) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands limited partnership that will serve as the feeder vehicle for U.S. tax-exempt limited partners.

Step 2 — Fund IV-A (Cayman) LP Contribution (October 1, 2025). Fund IV-A (Cayman) LP will contribute all of its portfolio assets — consisting primarily of equity and debt interests in digital infrastructure portfolio companies — to Consolidated Master Fund LP. The fair market value of the contributed assets is $2.31 billion, and the adjusted tax basis is $1.62 billion, resulting in a built-in gain of approximately $690 million.

Step 3 — Fund IV-B (Luxembourg) SCSp Contribution (October 15, 2025). Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to Consolidated Master Fund LP. The fair market value of the contributed assets is $1.16 billion, and the adjusted tax basis is $844.6 million, resulting in a built-in gain of approximately $315.4 million.

Step 4 — Fund V Offshore Vehicle Contributions (November 1, 2025). Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp will contribute all of their respective portfolio assets to Consolidated Master Fund LP. The combined fair market value of the contributed assets is $4.28 billion, and the combined adjusted tax basis is $3.57 billion, resulting in a combined built-in gain of approximately $710 million.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (December 1, 2025). The four legacy offshore vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — will be dissolved. The limited partners currently invested through those vehicles will migrate into the newly formed Cayman feeder limited partnerships (International Feeder and Tax-Exempt Feeder, as applicable) based on their tax status and domicile.

In aggregate, the total fair market value of assets being transferred through Steps 2, 3, and 4 is approximately $7.75 billion, with a total adjusted tax basis of approximately $6.03 billion and a total built-in gain of approximately $1.72 billion. Aggregate portfolio-level liabilities of approximately $1.34 billion, incurred across all four offshore vehicles, will be assumed by the Consolidated Master Fund LP as part of the contribution transactions.

The business rationale for the reorganization encompasses several considerations. First, the consolidation is expected to eliminate approximately $3.8 million annually in duplicative offshore administration, audit, legal, and regulatory filing fees currently incurred by maintaining four separate offshore vehicles across the Cayman Islands and Luxembourg. Second, the reorganization is designed to position the fund platform for compliance with OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which impose a global minimum effective tax rate that creates complexity for multi-jurisdictional fund structures. Third, the consolidation will simplify compliance with the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS") by reducing the number of reporting entities. Finally, the limited partner advisory committee has requested governance simplification, and the master-feeder structure will provide a more streamlined governance framework with a single consolidated vehicle holding all portfolio assets.

B. Existing Credit Facilities

1. Fund IV Subscription Credit Facility

The Fund IV subscription credit facility is a $1.1 billion revolving credit facility with the following key terms and characteristics:

Borrower. The borrower is Solara Digital Partners Fund IV LP (EIN 85-2103748), a Delaware limited partnership. Fund IV is a 2021 vintage fund with total capital commitments of $4.2 billion, of which approximately 72% has been deployed as of the date of this memorandum.

General Partner. The general partner of Fund IV is Solara Digital Infrastructure GP LLC (EIN 82-4917365), which is managed by Viktor Raines, the Managing Partner and Founder of the Solara platform.

Lender. The sole lender under the Fund IV facility is Ashford National Bank, N.A., a national banking association headquartered at 225 West Wacker Drive, Suite 5000, Chicago, Illinois 60606. The primary relationship contact at Ashford for this facility is Thomas Greenleaf, Managing Director, Fund Finance.

Facility Type and Size. The facility is structured as a revolving subscription credit facility with a maximum commitment of $1.1 billion. The facility is intended to bridge capital calls to limited partners, providing the fund with short-term liquidity to make portfolio investments and fund operating expenses pending the receipt of capital contributions from limited partners.

Collateral and Borrowing Base. The facility is secured by the unfunded capital commitments of the Fund IV limited partners. The borrowing base is calculated based on the aggregate unfunded commitments of "eligible investors" as defined in the credit agreement, subject to applicable advance rates and concentration limits. Given that approximately 28% of Fund IV's total commitments remain uncalled (approximately $1.176 billion), the borrowing base provides adequate coverage for the $1.1 billion facility commitment.

Parallel Vehicles. Fund IV operates through two parallel vehicles in addition to the main domestic fund: Fund IV-A (Cayman) LP, with commitments of $1.85 billion, and Fund IV-B (Luxembourg) SCSp, with commitments of approximately €1.15 billion (approximately $1.24 billion at the current EUR/USD exchange rate of 1.08). Investors in these parallel vehicles may be included in the borrowing base or may be subject to cross-collateralization arrangements under the credit agreement.

Representative LPs. Representative limited partners whose unfunded capital commitments support the borrowing base include Pinnacle State Employees' Retirement System ($275 million commitment), Grandview University Endowment ($120 million commitment), Argyle Family Office Holdings LLC ($95 million commitment), and numerous other institutional and high-net-worth investors.

2. Fund V Subscription Credit Facility

The Fund V subscription credit facility is a $1.5 billion revolving credit facility with the following key terms and characteristics:

Borrower. The borrower is Solara Digital Partners Fund V LP (EIN 88-3467219), a Delaware limited partnership. Fund V is a 2023 vintage fund with total capital commitments of $5.6 billion, of which approximately 38% has been deployed as of the date of this memorandum.

General Partner. The general partner of Fund V is the same entity that serves as the general partner of Fund IV — Solara Digital Infrastructure GP LLC (EIN 82-4917365).

Lenders. The Fund V facility is provided by two lenders: (i) Ashford National Bank, N.A., serving as co-lender; and (ii) Sentinel Capital Markets LLC, serving as co-lender and administrative agent. Sentinel Capital Markets LLC is headquartered at One Bryant Park, 42nd Floor, New York, New York 10036. The primary contact at Sentinel for this facility is Laura Pak, Vice President. The dual-lender structure and the administrative agent role introduce additional procedural complexity into the consent and amendment process, as discussed further below.

Facility Type and Size. The facility is structured as a revolving subscription credit facility with a maximum commitment of $1.5 billion. As with the Fund IV facility, the facility is intended to bridge capital calls and provide short-term liquidity to the fund.

Collateral and Borrowing Base. The facility is secured by the unfunded capital commitments of the Fund V limited partners. Because Fund V is only 38% deployed, a substantial proportion of total commitments — approximately $3.472 billion — remains uncalled. This larger pool of uncalled commitments provides significant borrowing base headroom relative to the $1.5 billion facility commitment, but it also means that any disruption to the eligible investor base resulting from the reorganization will affect a larger absolute amount of borrowing base collateral.

Parallel Vehicles. Fund V operates through two parallel vehicles: Fund V-A (Cayman) LP, with commitments of $2.45 billion, and Fund V-B (Luxembourg) SCSp, with commitments of approximately €1.38 billion (approximately $1.49 billion at the current EUR/USD exchange rate of 1.08). As with Fund IV, investors in these parallel vehicles may be included in the borrowing base or may be subject to cross-collateralization arrangements.

Representative LPs. Representative limited partners whose unfunded capital commitments support the borrowing base include Pinnacle State Employees' Retirement System ($340 million commitment), Grandview University Endowment ($185 million commitment), Nordhaven Sovereign Wealth Fund ($500 million commitment in Fund V-A Cayman), Kestrel Pacific Insurance Group (€275 million commitment in Fund V-B Luxembourg), Argyle Family Office Holdings LLC ($130 million commitment), and numerous other institutional investors.

C. Entities and Parties Relevant to Credit Facility Analysis

The following table summarizes the entities and parties relevant to the credit facility analysis, including their identification numbers, jurisdictions of organization, and roles in the reorganization and credit facility structure:

III. Analysis of Triggered Credit Agreement Provisions — Fund IV Facility

This Section analyzes each category of provisions in the Fund IV subscription credit agreement that is triggered or implicated by the proposed reorganization, and assesses whether lender consent, credit agreement amendment, or both are required.

A. Change of Control Provisions

Subscription credit facilities customarily include change-of-control provisions that are triggered by any change in the identity or control of the general partner, investment manager, investment adviser, or key principals of the borrower fund. The purpose of these provisions is to ensure that the lender retains the benefit of its underwriting decision, which is predicated in significant part on the identity and track record of the fund's management. A change in control typically constitutes either a mandatory prepayment event or an event of default, or at minimum requires lender consent.

In the case of the Fund IV facility, the reorganization does not change the general partner of Fund IV LP itself. Solara Digital Infrastructure GP LLC remains the general partner of Fund IV LP throughout the reorganization, and Viktor Raines continues to serve as the Managing Partner and Founder of the Solara platform. On this basis alone, the narrowest reading of a standard change-of-control clause would suggest that no consent is required.

However, we do not believe that a narrow reading is appropriate in this case. The reorganization involves a fundamental restructuring of the broader fund platform architecture in which Fund IV operates. The contribution of all portfolio assets held by Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp to a newly formed Delaware master fund entity, followed by the dissolution of those two offshore vehicles, constitutes a material structural change in the organizational framework of the fund. Subscription credit facility change-of-control definitions are frequently drafted broadly enough to encompass any "change in the organizational structure" of the borrower "or its affiliates," or any change that results in the borrower being "directly or indirectly controlled by" different persons or entities than those in control at the time of the credit agreement's execution.

Moreover, the formation of the new entities at Step 1 — Consolidated Master Fund LP, Consolidated Master Fund GP LLC, International Feeder, and Tax-Exempt Feeder — and the subsequent migration of limited partners from the legacy offshore vehicles into the feeder vehicles, will alter the affiliate and subsidiary structure that is referenced in the credit agreement's definitions, schedules, and organizational charts. Even if the GP of Fund IV LP is technically unchanged, the relationship between Fund IV LP and the rest of the Solara fund platform will be fundamentally different after the reorganization than it was when the credit agreement was executed.

Conclusion. We believe that change-of-control consent is likely required out of an abundance of caution, even though the general partner of Fund IV LP itself is unchanged. The broader fund platform structure is materially altered by the reorganization, and proceeding without consent would create a risk that Ashford could assert that a change-of-control event has occurred. We recommend seeking an express waiver or consent from Ashford with respect to any change-of-control provision that may be triggered by the reorganization.

B. Borrowing Base and Eligible Investor Provisions

The borrowing base under the Fund IV subscription credit facility is calculated based on the unfunded capital commitments of "eligible investors" — a defined term in the credit agreement that typically includes criteria relating to the investor's creditworthiness, the enforceability of the investor's capital commitment, the jurisdiction in which the investor is organized, and the fund vehicle through which the investor participates.

The reorganization directly affects the identity and structure of investors in the parallel vehicles, and therefore has the potential to alter the composition and calculation of the borrowing base. Specifically:

• Non-U.S. limited partners currently investing through Fund IV-A (Cayman) LP — including Nordhaven Sovereign Wealth Fund, which has a $380 million commitment in Fund IV-A Cayman — will migrate to Solara International Feeder (Cayman) LP as part of Step 5.

• U.S. tax-exempt limited partners currently investing through Fund IV-A (Cayman) LP — including Pinnacle State Employees' Retirement System ($275 million commitment) and Grandview University Endowment ($120 million commitment) — will migrate to Solara Tax-Exempt Feeder (Cayman) LP as part of Step 5.

• Non-U.S. limited partners currently investing through Fund IV-B (Luxembourg) SCSp — including Kestrel Pacific Insurance Group (€200 million commitment) — will migrate to International Feeder as part of Step 5.

If the unfunded commitments of limited partners in the parallel vehicles are included in the Fund IV borrowing base — whether directly because the parallel vehicle LPs are named as eligible investors, or indirectly through cross-collateralization or guaranty arrangements — then the LP migration from legacy offshore vehicles to the new feeder structures could affect the "eligible investor" designations upon which the borrowing base is calculated. The legal entity holding the LP commitments will change from, for example, Fund IV-A (Cayman) LP to Solara International Feeder (Cayman) LP, and the credit agreement may not recognize the new feeder entity as an eligible source of borrowing base support.

In practical terms, this means that borrowing base certificates may need to be recalculated following the completion of the LP migration. Additionally, new investor letters or investor acknowledgment letters may need to be obtained from the migrating limited partners — or from the feeder vehicles themselves — confirming the enforceability of their capital commitments in the post-reorganization structure. The lender may also require updated investor due diligence for limited partners whose commitments are being transferred to new vehicles.

Risk. If the credit agreement defines "eligible investors" by reference to specific fund vehicles — for example, by naming "Fund IV-A (Cayman) LP" and "Fund IV-B (Luxembourg) SCSp" as vehicles whose investors may be included in the borrowing base — then the dissolution of those vehicles at Step 5 could technically eliminate those commitments from the borrowing base entirely. This would not be because the underlying investors or their commitments have changed, but because the contractual framework referencing those specific entities would no longer correspond to the post-reorganization reality.

Recommendation. The credit agreement amendment should update the definition of "eligible investors" to include the new feeder vehicles — International Feeder and Tax-Exempt Feeder — and their limited partners. The amendment should also update any schedules listing specific fund vehicles whose investors are eligible for borrowing base inclusion, and should provide for the submission of updated borrowing base certificates and, if necessary, new investor acknowledgment letters.

C. Assignment and Transfer Restrictions

Subscription credit facilities customarily restrict the borrower and its affiliates from assigning, transferring, pledging, or otherwise disposing of their interests or assets without the prior written consent of the lender. These restrictions serve to protect the lender's collateral — the unfunded LP commitments — and to prevent the borrower from altering the fund's asset base or structural integrity in ways that could impair the lender's recovery in the event of a default.

Steps 2 and 3 of the reorganization involve the contribution of all portfolio assets held by Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp to the Consolidated Master Fund LP. While these contributions are structured as capital contributions to a new partnership entity (rather than as outright sales or assignments), they nonetheless involve the transfer of assets from entities that are affiliates of the borrower (Fund IV LP) to a different entity (Consolidated Master Fund LP). Depending on how the credit agreement defines "transfer," "disposition," and "collateral," these contributions could be treated as transfers of assets by affiliates of the borrower that require lender consent.

If the credit agreement defines "collateral" broadly to encompass not only the unfunded LP commitments themselves but also the interests in or assets of the parallel vehicles — or if the credit agreement contains a general negative covenant restricting the borrower and its affiliates from transferring "any assets" without consent — then the contribution of portfolio assets to the Consolidated Master Fund LP could be treated as a disposition of collateral or a breach of the negative covenant.

Additionally, the dissolution of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp at Step 5 constitutes the termination and winding up of entities that are likely defined as "Fund Entities," "Parallel Funds," or "Related Vehicles" under the credit agreement. The dissolution of these entities is not merely a transfer of assets but a structural elimination of vehicles that form part of the borrower's organizational framework as disclosed to and approved by the lender at the time the facility was established.

Conclusion. Lender consent is required for the asset contributions at Steps 2 and 3 and for the entity dissolutions at Step 5, and the credit agreement should be amended to recognize the post-reorganization structure. The amendment should update the list of permitted fund entities and should provide that the Consolidated Master Fund LP and the feeder vehicles are recognized successors to the legacy offshore vehicles for purposes of the facility.

D. Representations, Warranties, and Covenants

Subscription credit agreements contain ongoing representations and warranties that the borrower is required to reaffirm each time it submits a borrowing request or borrowing base certificate. These representations typically include, among other things:

• Organizational accuracy. Representations that the organizational documents, structure charts, and entity schedules provided to the lender at closing (and as subsequently updated) are true, correct, and complete in all material respects.

• No material adverse change. Representations that there has been no material adverse change in the borrower's organizational structure, financial condition, or ability to perform its obligations under the credit agreement.

• LPA compliance. Representations that the borrower and its general partner are in compliance with all material provisions of the applicable limited partnership agreement(s), including provisions relating to capital calls, capital contributions, and fund governance.

The reorganization will render the pre-reorganization organizational representations inaccurate in several material respects. The organizational charts provided to Ashford at the time of the facility's establishment reflected a structure that included Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp as parallel vehicles. After the reorganization, those vehicles will no longer exist, and the fund's organizational structure will include the Consolidated Master Fund LP, the Consolidated Master Fund GP LLC, the International Feeder, and the Tax-Exempt Feeder — none of which existed at the time the credit agreement was executed.

Additionally, the credit agreement likely contains information covenants that require the borrower to provide prompt written notice to the lender of any material change in the fund's organizational structure, any change in the identity or composition of the fund's limited partners, or any amendment to the limited partnership agreement. The reorganization triggers each of these notification obligations.

The credit agreement may also contain negative covenants that prohibit the borrower and its affiliates from effecting any merger, consolidation, reorganization, or dissolution of any fund entity without the prior written consent of the lender. The reorganization — which involves the formation of new entities, the contribution of assets from existing entities to a new entity, the dissolution of existing entities, and the migration of limited partners — implicates each of these prohibitions.

Recommendation. The consent and amendment should update the organizational representations, the organizational charts and entity schedules on file with Ashford, and the relevant defined terms to add the new entities. The amendment should also acknowledge that the borrower has provided the required notice of the organizational changes and that the lender has consented to those changes.

E. Events of Default

We wish to emphasize the critical importance of obtaining lender consent before any of the reorganization steps that affect the Fund IV facility (Steps 2, 3, and 5) are executed. If the reorganization were to proceed without Ashford's prior written consent, there is a material risk that one or more events of default would be triggered under the credit agreement, including but not limited to:

1. Breach of change-of-control provisions. If the reorganization is determined to constitute a change-of-control event and the borrower has not obtained prior consent or a waiver, the occurrence of the change-of-control event would constitute an event of default.

2. Unauthorized transfer of assets. The contribution of portfolio assets from Fund IV-A Cayman and Fund IV-B Lux to the Consolidated Master Fund LP without lender consent could constitute a breach of the transfer restrictions in the credit agreement.

3. Breach of negative covenants. The dissolution of Fund IV-A Cayman and Fund IV-B Lux could constitute a breach of negative covenants prohibiting mergers, consolidations, or dissolutions without lender consent.

4. Material misrepresentation. If the borrower submits a borrowing request or borrowing base certificate after the reorganization steps have occurred and reaffirms organizational representations that are no longer accurate, the submission of such certificate could constitute a material misrepresentation.

An event of default under the Fund IV facility would have severe consequences, including potential acceleration of all outstanding borrowings, termination of the revolving commitment, and enforcement of the lender's security interest in the unfunded LP commitments. Moreover, as discussed further in Section IV.E below, an event of default under the Fund IV facility could trigger a cross-default under the Fund V facility.

We strongly recommend that all necessary lender consents be obtained before the Step 2 effective date of October 1, 2025.

IV. Analysis of Triggered Credit Agreement Provisions — Fund V Facility

This Section analyzes the same categories of credit agreement provisions for the Fund V facility. The analysis is substantially similar to the Fund IV analysis, but several features of the Fund V facility introduce additional complexity, including the dual-lender structure, the administrative agent role of Sentinel Capital Markets, the larger facility size, and the fact that Fund V is less fully deployed, resulting in a larger outstanding pool of uncalled commitments that serve as borrowing base collateral.

A. Change of Control Provisions

The change-of-control analysis for the Fund V facility parallels the analysis set forth in Section III.A above for the Fund IV facility. As with Fund IV, the general partner of Fund V LP — Solara Digital Infrastructure GP LLC — does not change as a result of the reorganization, and Viktor Raines remains the managing partner. However, the dissolution of Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp and the subsequent migration of their limited partners into the newly formed feeder vehicles constitutes a material structural change in the fund's organizational framework that falls within the scope of broadly drafted change-of-control provisions.

The additional complexity in the Fund V context arises from the dual-lender structure. Consent under the Fund V credit agreement may require the approval of both Ashford National Bank and Sentinel Capital Markets, or — depending on the consent mechanics specified in the credit agreement — may require only the approval of the administrative agent (Sentinel Capital Markets) acting on behalf of both lenders. The consent mechanics for change-of-control provisions vary among credit agreements, and some agreements treat change-of-control waivers as matters requiring "Required Lender" approval (typically a majority-in-commitment vote of the lender syndicate), while others require unanimous lender consent.

In a two-lender facility, the distinction between majority consent and unanimous consent is less significant as a practical matter, since both lenders would need to be brought into the process in any event. Nevertheless, the formal mechanics must be followed carefully. If the credit agreement provides that change-of-control consents require action by the administrative agent, then the consent request should be addressed to Laura Pak at Sentinel Capital Markets, with a copy to Thomas Greenleaf at Ashford National Bank. If the credit agreement requires each lender to consent individually, then separate consent forms may be required.

Conclusion. Change-of-control consent is required under the Fund V facility. The consent request should be addressed to both lenders (or through the administrative agent, as the credit agreement requires), and should be coordinated with the Fund IV consent request to ensure that both facilities are addressed simultaneously.

B. Borrowing Base and Eligible Investor Provisions

The borrowing base implications of the reorganization are particularly significant for the Fund V facility. The $1.5 billion subscription facility is secured by the unfunded capital commitments of the Fund V limited partners across Fund V LP and its parallel vehicles. Because Fund V is a 2023 vintage fund that is only approximately 38% deployed, a substantially larger proportion of total LP commitments remain uncalled — approximately $3.472 billion — compared to Fund IV. This means that the borrowing base for Fund V is heavily dependent on the uncalled commitments of investors in the parallel vehicles, and any disruption to the eligible investor base will affect a larger absolute amount of borrowing base collateral.

The following investors in the Fund V parallel vehicles are affected by the reorganization:

• Nordhaven Sovereign Wealth Fund ($500 million commitment in Fund V-A Cayman) — as a non-U.S. sovereign investor, Nordhaven will migrate from Fund V-A (Cayman) LP to the International Feeder. This is the single largest individual LP commitment in the parallel vehicle structure, and its treatment under the borrowing base is likely a focal point of the lender's underwriting.

• Kestrel Pacific Insurance Group (€275 million commitment, approximately $297 million, in Fund V-B Luxembourg) — as a non-U.S. institutional investor, Kestrel will migrate from Fund V-B (Luxembourg) SCSp to the International Feeder.

• Pinnacle State Employees' Retirement System ($340 million commitment) — if Pinnacle's Fund V commitment is held through Fund V-A (Cayman) LP (which is common for large U.S. pension plans seeking to mitigate UBTI through the Cayman blocker structure), Pinnacle will migrate to the Tax-Exempt Feeder.

• Grandview University Endowment ($185 million commitment) — similarly, if Grandview's Fund V commitment is held through Fund V-A Cayman, Grandview will migrate to the Tax-Exempt Feeder.

• Argyle Family Office Holdings LLC ($130 million commitment) — as a U.S. taxable investor that invests directly through Fund V LP, Argyle's commitment is not affected by the offshore vehicle reorganization and will remain in Fund V LP.

The same risk identified in the Fund IV analysis applies here with even greater force: if the Fund V credit agreement defines eligible investors by reference to specific fund vehicles (Fund V-A Cayman and Fund V-B Luxembourg), the dissolution of those vehicles could technically eliminate the commitments of all parallel vehicle LPs from the borrowing base. Given the size of the affected commitments — potentially well in excess of $1 billion — this could cause a borrowing base deficiency that would require immediate repayment of outstanding borrowings.

Recommendation. The credit agreement amendment should add the International Feeder and the Tax-Exempt Feeder as recognized fund entities whose limited partner commitments are eligible for inclusion in the borrowing base. Updated investor letters, investor acknowledgment agreements, and borrowing base certificates should be prepared for submission to the lenders in connection with the consent and amendment process.

C. Assignment and Transfer Restrictions

Step 4 of the reorganization involves the contribution of all portfolio assets held by Fund V-A (Cayman) LP (fair market value of $2.89 billion) and Fund V-B (Luxembourg) SCSp (fair market value of $1.39 billion) to the Consolidated Master Fund LP. The transfer and disposition analysis is substantially the same as the analysis set forth in Section III.C above for the Fund IV facility — the asset contributions may constitute "transfers" or "dispositions" by affiliates of the borrower that require lender consent under the negative covenants in the credit agreement.

The additional procedural consideration for the Fund V facility is the administrative agent role of Sentinel Capital Markets. As administrative agent, Sentinel is typically responsible for receiving and processing consent requests on behalf of the lender syndicate, coordinating lender communications, and executing amendments and waivers on behalf of the lenders. Consent requests and amendment documents for the Fund V facility must therefore be routed through Sentinel Capital Markets — specifically, through Laura Pak, Vice President — even though Ashford National Bank is also a co-lender and will need to be consulted on the substance of the consent.

Conclusion. Explicit lender consent and a credit agreement amendment are required for the Fund V facility to permit the asset contributions at Step 4 and the entity dissolutions at Step 5. The consent request and amendment should be processed through Sentinel Capital Markets as administrative agent.

D. Representations, Warranties, and Covenants

The analysis of representations, warranties, and covenants for the Fund V facility is substantially the same as the analysis set forth in Section III.D above for the Fund IV facility. The reorganization will render pre-reorganization organizational representations inaccurate, will trigger information covenant notification obligations, and will implicate negative covenants prohibiting mergers, consolidations, reorganizations, and dissolutions of fund entities without lender consent.

One additional consideration specific to the Fund V facility merits attention: the Fund V credit agreement may contain cross-default provisions that reference the Fund IV facility. Cross-default clauses provide that an event of default under a specified other agreement — including other credit facilities maintained by the borrower or its affiliates — constitutes an event of default under the agreement containing the cross-default clause. If the Fund V credit agreement contains a cross-default provision referencing the Fund IV facility, then a default under the Fund IV facility resulting from the reorganization would also constitute a default under the Fund V facility, even if the specific provisions of the Fund V facility that are triggered by the reorganization have been addressed through consent or amendment.

This cross-default risk reinforces the importance of addressing both facilities simultaneously and coordinating the consent requests so that neither facility is left in a state of potential default while the other is being resolved.

E. Events of Default

The events of default analysis for the Fund V facility mirrors the analysis set forth in Section III.E above for the Fund IV facility. Proceeding with the reorganization without obtaining consent from both Ashford and Sentinel would create a material risk of triggering events of default under the Fund V credit agreement, including breach of change-of-control provisions, unauthorized asset transfers, breach of negative covenants, and material misrepresentation.

The cross-default risk amplifies the consequences of a default under either facility. If the Fund IV facility enters an event of default because consent was not obtained before Steps 2 and 3, the cross-default clause in the Fund V credit agreement could cause the Fund V facility to also enter an event of default — even before Step 4 (the Fund V contribution step) occurs. This cascading default scenario would expose the fund platform to acceleration of up to $2.6 billion in aggregate credit facility commitments, a result that would be profoundly disruptive to the reorganization and to the fund's operations more broadly.

Both facilities must be addressed simultaneously. The consent requests for Fund IV and Fund V should be prepared, submitted, and negotiated on a coordinated basis to ensure that neither facility is left in a state of potential default at any point during the reorganization process.

V. Interaction with LP Consent Process

Limited partner consent for the reorganization is being solicited separately under the amendment provisions of the Fund IV and Fund V limited partnership agreements. Preliminary consent representing approximately 78% of limited partner interests (by committed capital) was obtained at the LPAC meeting held on April 22, 2025. The formal consent solicitation process is ongoing, and final LP consent is expected to be obtained before the Step 1 target date of September 15, 2025.

The credit agreement provisions governing lender consent may interact with the LP consent process in several ways:

LP Consent as a Condition to Lender Consent. The credit agreements may require, as a condition to the lender's obligation to grant consent to the reorganization, that the requisite LP consent threshold under the limited partnership agreement has been met. Some subscription credit facilities include provisions that condition certain lender actions — particularly those relating to material structural changes — on evidence that the limited partners have approved the relevant action in accordance with the fund's governing documents. If such a condition exists in either credit agreement, the lender will need to be provided with evidence that the LP consent has been obtained before the lender will be willing to execute the consent and amendment.

LP Objection Risk. Conversely, the credit agreement may provide that no LP consent may be pending or contested at the time the lender consent is granted. If any limited partner has formally objected to the reorganization or has commenced litigation challenging the amendment process, the lender may be reluctant to grant consent until the objection is resolved.

Coordination with LPAC Counsel. LPAC counsel Diana Carruthers at Whitfield, Carruthers & Doyle LLP, located at 200 South Biscayne Boulevard, Suite 4000, Miami, Florida 33131, should be informed that lender consent requests are being submitted and may be asked by the lenders to provide a comfort letter or other evidence regarding the status of the LP approval process. Ms. Carruthers should be prepared to confirm to the lenders — either directly or through us as intermediary — that the requisite LP consent threshold has been met and that no LP objection is pending.

Timing Coordination. The LP consent solicitation and the lender consent request should be coordinated so that both are obtained before the Step 2 target date of October 1, 2025. Ideally, the LP consent should be finalized before the lender consent request is submitted, so that the consent request package can include evidence of LP approval. However, if timing constraints require the lender consent request to be submitted before the LP consent process is finalized, the consent request should note that LP approval is expected and should offer to provide evidence of LP approval as a closing condition.

VI. Impact of $1.34 Billion Aggregate Liability Assumption

The reorganization involves the assumption by Consolidated Master Fund LP of approximately $1.34 billion in aggregate portfolio-level debt currently held across all four offshore vehicles. This portfolio-level debt consists of project-level financing, acquisition financing, and other indebtedness incurred at the portfolio company level, the obligations of which are reflected as liabilities of the offshore vehicles. As part of the contribution transactions at Steps 2, 3, and 4, these liabilities will be assumed by the Consolidated Master Fund LP along with the contributed portfolio assets.

The assumption of $1.34 billion in liabilities by a newly formed entity raises several questions under both credit facilities that should be addressed in the lender consent and amendment process:

Incurrence of New Indebtedness. The assumption of liabilities by the Consolidated Master Fund LP could be characterized as the incurrence of new indebtedness by an affiliate of the borrower. If the credit agreements contain negative covenants restricting the incurrence of indebtedness by the borrower or its affiliates — which is common even in subscription credit facilities — the liability assumption may require lender consent even apart from the other reorganization-related consent requirements.

Leverage Ratios and Financial Covenants. While subscription credit facilities are primarily asset-based (secured by unfunded LP commitments rather than fund assets), some facilities contain financial covenants or reporting obligations relating to the borrower's or the fund platform's overall leverage. The assumption of $1.34 billion in liabilities by a new entity within the fund's organizational structure could affect leverage ratio calculations or other financial metrics that are reported to the lenders.

Consent Rights over Affiliate Indebtedness. Some credit agreements grant the lender affirmative consent rights over new indebtedness incurred by any fund entity — not limited to the borrower itself — above a specified threshold. Given the magnitude of the liability assumption ($1.34 billion), it is likely that any such threshold would be exceeded.

Relationship to PLR Ruling 5. We note that the IRC § 752 liability-shifting implications of the reorganization are being addressed separately in the private letter ruling request (specifically, Ruling 5, which addresses the allocation of liabilities among the contributing partners and the Consolidated Master Fund LP under IRC §§ 752(a) and (b)). The tax analysis of the liability shift is beyond the scope of this memorandum, but the credit implications of the liability assumption are a distinct concern that should be disclosed to the lenders in the consent request.

Recommendation. The consent request packages submitted to Ashford and Sentinel should disclose the $1.34 billion aggregate liability assumption and should include a summary of the post-reorganization debt structure of the Consolidated Master Fund LP. This disclosure serves both a transparency objective and a defensive purpose — by affirmatively disclosing the liability assumption and obtaining lender consent, the fund eliminates the risk that the lenders could later assert that the liability assumption was an undisclosed material event that constitutes a breach of the credit agreement.

VII. Timing Considerations and Recommended Sequence

Based on the foregoing analysis, we recommend the following timeline for the credit facility consent process:

June–July 2025: Prepare Consent Request Letters and Draft Amendments. Working with the Solara legal and finance teams, we should prepare comprehensive consent request letters for both the Fund IV facility and the Fund V facility, together with draft consent and amendment agreements that reflect all of the changes described in this memorandum. The consent request packages should include updated organizational charts, entity schedules, descriptions of the reorganization steps, and supporting documentation regarding the LP consent status.

Early July 2025: Submit Consent Requests to Lenders. The consent request packages should be submitted to Thomas Greenleaf at Ashford National Bank (for both the Fund IV and Fund V facilities) and to Laura Pak at Sentinel Capital Markets (for the Fund V facility) no later than the first week of July 2025.

July–August 2025: Lender Review Period. We should anticipate a review period of four to six weeks during which the lenders and their counsel will review the consent requests, the proposed amendments, and the supporting documentation. During this period, we should be prepared to respond to questions, provide additional information, and negotiate any conditions to consent that the lenders may propose. It is common for lenders in subscription credit facility consent situations to request updated financial information, revised borrowing base certificates, updated investor due diligence, and confirmation of insurance coverage.

August–September 2025: Execute Consent and Amendment Agreements. Following the conclusion of negotiations, the consent and amendment agreements should be executed by all parties. Target execution is September 2025 — before the Step 1 formation date of September 15, 2025, or at minimum before the Step 2 contribution date of October 1, 2025.

September 15, 2025 (Step 1): Formation of New Entities. Consent should be in hand before this date. While Step 1 (entity formation) may not itself trigger credit agreement provisions — the mere formation of new entities, without any asset transfers or entity dissolutions, may not constitute a breach — it is preferable to have lender consent in place before any reorganization steps commence.

October 1, 2025 (Step 2): First Contribution Step. Lender consent must be obtained by this date. Step 2 — the contribution of Fund IV-A Cayman portfolio assets to the Consolidated Master Fund LP — is the first step that directly implicates the credit agreement provisions analyzed in this memorandum. Proceeding with Step 2 without consent would create a material risk of triggering events of default under the Fund IV facility.

October 15, 2025 through December 1, 2025 (Steps 3–5). The remaining reorganization steps should proceed on schedule, provided that lender consent has been obtained. If consent is delayed beyond October 1, 2025, the team should evaluate whether Steps 2 through 5 can be compressed into a shorter time frame or deferred to later dates while still maintaining the December 1, 2025 target effective date for Step 5.

Coordination with IRS Process. A pre-submission conference with the IRS National Office is scheduled for July 22, 2025, and the private letter ruling request is targeted for submission on August 15, 2025. The lender consent process should run in parallel with the IRS process. While the two processes are independent — lender consent is not conditioned on receipt of the PLR, and the PLR is not conditioned on lender consent — both must be completed before the reorganization can proceed. If either process is delayed, the impact on the overall reorganization timeline should be assessed.

VIII. Scope of Required Consents and Amendments

A. Fund IV Subscription Facility — Consent and Amendment

Parties to the Consent and Amendment. The consent and amendment agreement for the Fund IV facility should be executed by: (i) Solara Digital Partners Fund IV LP, as borrower; (ii) Solara Digital Infrastructure GP LLC, as general partner of the borrower; and (iii) Ashford National Bank, N.A., as lender.

Scope of Consent. The consent should address the following specific actions:

• Consent to the contribution of all portfolio assets held by Fund IV-A (Cayman) LP to Consolidated Master Fund LP, as contemplated by Step 2 of the reorganization (target effective date: October 1, 2025).

• Consent to the contribution of all portfolio assets held by Fund IV-B (Luxembourg) SCSp to Consolidated Master Fund LP, as contemplated by Step 3 of the reorganization (target effective date: October 15, 2025).

• Consent to the dissolution and winding up of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp, as contemplated by Step 5 of the reorganization (target effective date: December 1, 2025).

• Consent to the migration of limited partners from Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp to Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP, as applicable, as contemplated by Step 5.

• Waiver of any change-of-control event, event of default, or other breach of the credit agreement that may be triggered by any of the foregoing actions or by the reorganization generally.

Scope of Amendment. The credit agreement should be amended to reflect the post-reorganization structure as follows:

• Update the definitions of "Fund Entities," "Parallel Funds," "Related Vehicles," and any other defined terms that reference Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp, to reflect the dissolution of those entities and the formation of the Consolidated Master Fund LP, International Feeder, and Tax-Exempt Feeder.

• Update the definition of "Eligible Investors" to include limited partners investing through the International Feeder and Tax-Exempt Feeder, and to provide that the unfunded capital commitments of such limited partners are eligible for inclusion in the borrowing base.

• Update the organizational charts and entity structure schedules annexed to the credit agreement to reflect the post-reorganization organizational structure.

• Update the representations and warranties to reflect the post-reorganization organizational structure, and provide that the borrower's reaffirmation of representations and warranties following the reorganization shall be made on the basis of the amended credit agreement.

• Revise the borrowing base calculation provisions to recognize the unfunded capital commitments of migrated LPs as eligible commitments, and provide for the submission of updated borrowing base certificates reflecting the post-reorganization investor structure.

• Add Consolidated Master Fund LP, Consolidated Master Fund GP LLC, International Feeder, and Tax-Exempt Feeder to all relevant schedules, annexes, and exhibits.

B. Fund V Subscription Facility — Consent and Amendment

Parties to the Consent and Amendment. The consent and amendment agreement for the Fund V facility should be executed by: (i) Solara Digital Partners Fund V LP, as borrower; (ii) Solara Digital Infrastructure GP LLC, as general partner of the borrower; (iii) Ashford National Bank, N.A., as co-lender; and (iv) Sentinel Capital Markets LLC, as co-lender and administrative agent.

Scope of Consent. The consent should address the same categories of actions as the Fund IV consent, with the additional specific consent to the contribution of all portfolio assets held by Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp to Consolidated Master Fund LP, as contemplated by Step 4 of the reorganization (target effective date: November 1, 2025), and consent to the dissolution of Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp and the migration of their limited partners to the feeder vehicles.

Scope of Amendment. The amendment should mirror the Fund IV amendment in all material respects, updated to reflect the Fund V-specific entities, investor base, and credit agreement terms.

Administrative Agent Procedures. All consent requests, amendment drafts, and related communications for the Fund V facility should be coordinated through Laura Pak at Sentinel Capital Markets, in her capacity as the primary contact for the administrative agent. Ashford National Bank should be copied on all substantive communications and should be provided with all documentation, but the formal process should be routed through Sentinel as administrative agent in accordance with the consent and amendment mechanics specified in the credit agreement.

IX. Insurance Considerations — Cross-Reference

The reorganization will also require notification to, and endorsement from, the fund's directors and officers / errors and omissions ("D&O/E&O") insurance carrier. The current D&O/E&O policy is provided by Hawkstone Specialty Insurance Co. and maintained as a $50 million aggregate policy. The primary contact at Hawkstone is Neil Braddock, Senior Underwriter, located at 100 Constitution Plaza, Hartford, Connecticut 06103.

Upon completion of the reorganization, the D&O/E&O policy will need to be endorsed to extend coverage to the newly formed entities — specifically, Consolidated Master Fund LP, Consolidated Master Fund GP LLC, International Feeder, and Tax-Exempt Feeder — and to their respective officers, directors, managers, and employees. If the policy is not extended, the managers and principals of the new entities could be exposed to uninsured liability during the period between entity formation and policy endorsement.

From a credit facility perspective, the lenders may require evidence that insurance coverage extends to the post-reorganization structure as a condition to granting their consent to the reorganization. Subscription credit agreements often contain covenants requiring the borrower to maintain specified insurance coverage and to provide evidence of such coverage upon request. The lenders may therefore condition their consent on receipt of an insurance endorsement or binder confirming that the D&O/E&O policy has been extended to cover the new entities.

A separate insurance notification letter to Hawkstone is being prepared by the Solara legal team. We should coordinate the timing of the insurance notification with the lender consent process to ensure that evidence of insurance coverage is available when the lenders request it.

X. Recommendations

Based on the foregoing analysis, we make the following recommendations:

1. Prepare consent request letters for both the Fund IV facility (addressed to Thomas Greenleaf, Managing Director, Fund Finance, Ashford National Bank, N.A.) and the Fund V facility (addressed to Thomas Greenleaf at Ashford National Bank and Laura Pak, Vice President, at Sentinel Capital Markets LLC). The consent request letters should describe the reorganization in detail, identify the credit agreement provisions that are triggered, request the lenders' consent to the reorganization, and propose the execution of consent and amendment agreements. Target delivery of the consent request letters is early July 2025.

2. Draft consent and amendment agreements for both facilities. The amendments should update all relevant definitions, schedules, organizational charts, representations, warranties, and borrowing base provisions to reflect the post-reorganization structure. The draft amendments should be included with the consent request letters for lender review.

3. Coordinate with the LP consent process. Diana Carruthers at Whitfield, Carruthers & Doyle LLP should be informed that lender consent requests are being submitted and may be asked by the lenders to provide evidence of LP approval status. Ms. Carruthers should be prepared to issue a comfort letter or similar confirmation to the lenders upon request.

4. Coordinate with the Solara CFO. Douglas Wexford, CFO of Solara Digital Infrastructure LP, should be engaged to provide updated financial information, organizational charts, and other supporting documentation to the lenders as part of the consent request packages. The lenders will likely require current financial statements, borrowing base calculations, and a detailed description of the post-reorganization debt structure.

5. Obtain consents before Step 2 (October 1, 2025). The consent and amendment process should be managed to ensure that both facilities' consents are fully executed before the Step 2 effective date. If lender review requires additional time beyond what the proposed timeline allows, the team should consider whether Steps 2 through 5 can be compressed into a shorter time frame or deferred to later dates, while maintaining the December 1, 2025 target effective date for Step 5.

6. Address both facilities simultaneously. To avoid cross-default risk, the consent requests for both the Fund IV facility and the Fund V facility should be submitted at the same time, and the consent and amendment process for both facilities should be coordinated so that both are resolved on or about the same date.

7. Disclose the $1.34 billion liability assumption to the lenders in the consent request letters and provide a detailed summary of the post-reorganization debt structure of the Consolidated Master Fund LP. The disclosure should include a breakdown of the portfolio-level liabilities being assumed, the sources of those liabilities, and the impact (if any) on financial covenants, leverage ratios, or reporting obligations under the credit agreements.

XI. Conclusion

Both the Fund IV subscription credit facility ($1.1 billion revolving facility with Ashford National Bank) and the Fund V subscription credit facility ($1.5 billion revolving facility with Ashford National Bank and Sentinel Capital Markets) contain provisions that are triggered by the proposed five-step cross-border reorganization of the Solara Digital Infrastructure fund platform. The triggered provisions include change-of-control clauses, borrowing base and eligible investor definitions, assignment and transfer restrictions, organizational representations and warranties, negative covenants prohibiting mergers, consolidations, and dissolutions, and — in the absence of consent — potential events of default. The Fund V facility introduces the additional complexity of a dual-lender structure with an administ

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
TO: Leonard Cross, Responsible Partner, Tax Sylvia Hartwell, Billing Partner, Tax
FROM: Robert Jansen, Lead Associate, Tax
DATE: June 12, 2025
RE: Credit Facility Implications of Proposed Cross-Border Fund-Platform Reorganization — Solara Digital Infrastructure LP
ENGAGEMENT NO.: 20250527-SDILP-PLR
CLIENT: Solara Digital Infrastructure LP
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I. Executive Summary
The purpose of this memorandum is to analyze the implications of the proposed five-step cross-border reorganization of the Solara Digital Infrastructure LP fund platform on two existing subscription credit facilities, and to identify the specific provisions in each credit agreement that are triggered by the reorganization and that will require affirmative lender consent and, in all likelihood, formal credit agreement amendments before the reorganization can proceed.
Two subscription credit facilities are at issue:
• Fund IV Subscription Credit Facility: A $1.1 billion revolving subscription credit facility provided by Ashford National Bank, N.A. ("Ashford"), with Solara Digital Partners Fund IV LP ("Fund IV") as borrower. The facility is secured by the unfunded capital commitments of the Fund IV limited partners, including limited partners investing through the Fund IV parallel vehicles.
• Fund V Subscription Credit Facility: A $1.5 billion revolving subscription credit facility provided by Ashford National Bank, N.A. as co-lender and Sentinel Capital Markets LLC ("Sentinel") as co-lender and administrative agent, with Solara Digital Partners Fund V LP ("Fund V") as borrower. The facility is likewise secured by the unfunded capital commitments of the Fund V limited partners, including limited partners investing through the Fund V parallel vehicles.
After a careful review of the restructuring steps in light of the material provisions of both credit agreements, our principal conclusion is as follows: multiple provisions in each credit agreement are triggered by the reorganization, and affirmative lender consent — together with formal amendments to the credit agreements — will be required for both facilities before Steps 2 through 5 of the reorganization can proceed. Proceeding with any of Steps 2 through 5 without first obtaining such consent would create a material risk of triggering events of default under one or both credit agreements, including cross-default exposure between the two facilities.
We recommend that consent request letters and draft consent and amendment agreements be prepared and submitted to Ashford National Bank (attention: Thomas Greenleaf, Managing Director, Fund Finance) and Sentinel Capital Markets (attention: Laura Pak, Vice President) well in advance of the Step 2 target date of October 1, 2025. To allow sufficient time for lender review and negotiation of amendment terms, we recommend that consent request packages be delivered to both lenders no later than early July 2025. The lender consent process should be coordinated in parallel with the ongoing LP consent solicitation and the IRS private letter ruling process.
II. Background
A. Overview of the Reorganization
Solara Digital Infrastructure LP (EIN 82-4917366) is undertaking a comprehensive reorganization of its fund platform. The reorganization involves the consolidation of four offshore parallel fund vehicles — two organized under Cayman Islands law and two organized under Luxembourg law — into a newly formed Delaware-domiciled master fund structure, Solara Consolidated Master Fund LP. The reorganization is designed to achieve several business objectives, including operational cost reduction, enhanced regulatory compliance, and governance simplification as requested by the limited partner advisory committee.
The reorganization is structured as a five-step transaction with the following target effective dates:
Step 1 — Formation of New Entities (September 15, 2025). The following new entities will be formed: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the general partner of the master fund; (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership that will serve as the consolidated master fund vehicle; (iii) Solara International Feeder (Cayman) LP, a Cayman Islands limited partnership that will serve as the feeder vehicle for non-U.S. limited partners; and (iv) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands limited partnership that will serve as the feeder vehicle for U.S. tax-exempt limited partners.
Step 2 — Fund IV-A (Cayman) LP Contribution (October 1, 2025). Fund IV-A (Cayman) LP will contribute all of its portfolio assets — consisting primarily of equity and debt interests in digital infrastructure portfolio companies — to Consolidated Master Fund LP. The fair market value of the contributed assets is $2.31 billion, and the adjusted tax basis is $1.62 billion, resulting in a built-in gain of approximately $690 million.
Step 3 — Fund IV-B (Luxembourg) SCSp Contribution (October 15, 2025). Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to Consolidated Master Fund LP. The fair market value of the contributed assets is $1.16 billion, and the adjusted tax basis is $844.6 million, resulting in a built-in gain of approximately $315.4 million.
Step 4 — Fund V Offshore Vehicle Contributions (November 1, 2025). Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp will contribute all of their respective portfolio assets to Consolidated Master Fund LP. The combined fair market value of the contributed assets is $4.28 billion, and the combined adjusted tax basis is $3.57 billion, resulting in a combined built-in gain of approximately $710 million.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (December 1, 2025). The four legacy offshore vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — will be dissolved. The limited partners currently invested through those vehicles will migrate into the newly formed Cayman feeder limited partnerships (International Feeder and Tax-Exempt Feeder, as applicable) based on their tax status and domicile.
In aggregate, the total fair market value of assets being transferred through Steps 2, 3, and 4 is approximately $7.75 billion, with a total adjusted tax basis of approximately $6.03 billion and a total built-in gain of approximately $1.72 billion. Aggregate portfolio-level liabilities of approximately $1.34 billion, incurred across all four offshore vehicles, will be assumed by the Consolidated Master Fund LP as part of the contribution transactions.
The business rationale for the reorganization encompasses several considerations. First, the consolidation is expected to eliminate approximately $3.8 million annually in duplicative offshore administration, audit, legal, and regulatory filing fees currently incurred by maintaining four separate offshore vehicles across the Cayman Islands and Luxembourg. Second, the reorganization is designed to position the fund platform for compliance with OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which impose a global minimum effective tax rate that creates complexity for multi-jurisdictional fund structures. Third, the consolidation will simplify compliance with the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS") by reducing the number of reporting entities. Finally, the limited partner advisory committee has requested governance simplification, and the master-feeder structure will provide a more streamlined governance framework with a single consolidated vehicle holding all portfolio assets.
B. Existing Credit Facilities
1. Fund IV Subscription Credit Facility
The Fund IV subscription credit facility is a $1.1 billion revolving credit facility with the following key terms and characteristics:
Borrower. The borrower is Solara Digital Partners Fund IV LP (EIN 85-2103748), a Delaware limited partnership. Fund IV is a 2021 vintage fund with total capital commitments of $4.2 billion, of which approximately 72% has been deployed as of the date of this memorandum.
General Partner. The general partner of Fund IV is Solara Digital Infrastructure GP LLC (EIN 82-4917365), which is managed by Viktor Raines, the Managing Partner and Founder of the Solara platform.
Lender. The sole lender under the Fund IV facility is Ashford National Bank, N.A., a national banking association headquartered at 225 West Wacker Drive, Suite 5000, Chicago, Illinois 60606. The primary relationship contact at Ashford for this facility is Thomas Greenleaf, Managing Director, Fund Finance.
Facility Type and Size. The facility is structured as a revolving subscription credit facility with a maximum commitment of $1.1 billion. The facility is intended to bridge capital calls to limited partners, providing the fund with short-term liquidity to make portfolio investments and fund operating expenses pending the receipt of capital contributions from limited partners.
Collateral and Borrowing Base. The facility is secured by the unfunded capital commitments of the Fund IV limited partners. The borrowing base is calculated based on the aggregate unfunded commitments of "eligible investors" as defined in the credit agreement, subject to applicable advance rates and concentration limits. Given that approximately 28% of Fund IV's total commitments remain uncalled (approximately $1.176 billion), the borrowing base provides adequate coverage for the $1.1 billion facility commitment.
Parallel Vehicles. Fund IV operates through two parallel vehicles in addition to the main domestic fund: Fund IV-A (Cayman) LP, with commitments of $1.85 billion, and Fund IV-B (Luxembourg) SCSp, with commitments of approximately €1.15 billion (approximately $1.24 billion at the current EUR/USD exchange rate of 1.08). Investors in these parallel vehicles may be included in the borrowing base or may be subject to cross-collateralization arrangements under the credit agreement.
Representative LPs. Representative limited partners whose unfunded capital commitments support the borrowing base include Pinnacle State Employees' Retirement System ($275 million commitment), Grandview University Endowment ($120 million commitment), Argyle Family Office Holdings LLC ($95 million commitment), and numerous other institutional and high-net-worth investors.
2. Fund V Subscription Credit Facility
The Fund V subscription credit facility is a $1.5 billion revolving credit facility with the following key terms and characteristics:
Borrower. The borrower is Solara Digital Partners Fund V LP (EIN 88-3467219), a Delaware limited partnership. Fund V is a 2023 vintage fund with total capital commitments of $5.6 billion, of which approximately 38% has been deployed as of the date of this memorandum.
General Partner. The general partner of Fund V is the same entity that serves as the general partner of Fund IV — Solara Digital Infrastructure GP LLC (EIN 82-4917365).
Lenders. The Fund V facility is provided by two lenders: (i) Ashford National Bank, N.A., serving as co-lender; and (ii) Sentinel Capital Markets LLC, serving as co-lender and administrative agent. Sentinel Capital Markets LLC is headquartered at One Bryant Park, 42nd Floor, New York, New York 10036. The primary contact at Sentinel for this facility is Laura Pak, Vice President. The dual-lender structure and the administrative agent role introduce additional procedural complexity into the consent and amendment process, as discussed further below.
Facility Type and Size. The facility is structured as a revolving subscription credit facility with a maximum commitment of $1.5 billion. As with the Fund IV facility, the facility is intended to bridge capital calls and provide short-term liquidity to the fund.
Collateral and Borrowing Base. The facility is secured by the unfunded capital commitments of the Fund V limited partners. Because Fund V is only 38% deployed, a substantial proportion of total commitments — approximately $3.472 billion — remains uncalled. This larger pool of uncalled commitments provides significant borrowing base headroom relative to the $1.5 billion facility commitment, but it also means that any disruption to the eligible investor base resulting from the reorganization will affect a larger absolute amount of borrowing base collateral.
Parallel Vehicles. Fund V operates through two parallel vehicles: Fund V-A (Cayman) LP, with commitments of $2.45 billion, and Fund V-B (Luxembourg) SCSp, with commitments of approximately €1.38 billion (approximately $1.49 billion at the current EUR/USD exchange rate of 1.08). As with Fund IV, investors in these parallel vehicles may be included in the borrowing base or may be subject to cross-collateralization arrangements.
Representative LPs. Representative limited partners whose unfunded capital commitments support the borrowing base include Pinnacle State Employees' Retirement System ($340 million commitment), Grandview University Endowment ($185 million commitment), Nordhaven Sovereign Wealth Fund ($500 million commitment in Fund V-A Cayman), Kestrel Pacific Insurance Group (€275 million commitment in Fund V-B Luxembourg), Argyle Family Office Holdings LLC ($130 million commitment), and numerous other institutional investors.
C. Entities and Parties Relevant to Credit Facility Analysis
The following table summarizes the entities and parties relevant to the credit facility analysis, including their identification numbers, jurisdictions of organization, and roles in the reorganization and credit facility structure:
III. Analysis of Triggered Credit Agreement Provisions — Fund IV Facility
This Section analyzes each category of provisions in the Fund IV subscription credit agreement that is triggered or implicated by the proposed reorganization, and assesses whether lender consent, credit agreement amendment, or both are required.
A. Change of Control Provisions
Subscription credit facilities customarily include change-of-control provisions that are triggered by any change in the identity or control of the general partner, investment manager, investment adviser, or key principals of the borrower fund. The purpose of these provisions is to ensure that the lender retains the benefit of its underwriting decision, which is predicated in significant part on the identity and track record of the fund's management. A change in control typically constitutes either a mandatory prepayment event or an event of default, or at minimum requires lender consent.
In the case of the Fund IV facility, the reorganization does not change the general partner of Fund IV LP itself. Solara Digital Infrastructure GP LLC remains the general partner of Fund IV LP throughout the reorganization, and Viktor Raines continues to serve as the Managing Partner and Founder of the Solara platform. On this basis alone, the narrowest reading of a standard change-of-control clause would suggest that no consent is required.
However, we do not believe that a narrow reading is appropriate in this case. The reorganization involves a fundamental restructuring of the broader fund platform architecture in which Fund IV operates. The contribution of all portfolio assets held by Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp to a newly formed Delaware master fund entity, followed by the dissolution of those two offshore vehicles, constitutes a material structural change in the organizational framework of the fund. Subscription credit facility change-of-control definitions are frequently drafted broadly enough to encompass any "change in the organizational structure" of the borrower "or its affiliates," or any change that results in the borrower being "directly or indirectly controlled by" different persons or entities than those in control at the time of the credit agreement's execution.
Moreover, the formation of the new entities at Step 1 — Consolidated Master Fund LP, Consolidated Master Fund GP LLC, International Feeder, and Tax-Exempt Feeder — and the subsequent migration of limited partners from the legacy offshore vehicles into the feeder vehicles, will alter the affiliate and subsidiary structure that is referenced in the credit agreement's definitions, schedules, and organizational charts. Even if the GP of Fund IV LP is technically unchanged, the relationship between Fund IV LP and the rest of the Solara fund platform will be fundamentally different after the reorganization than it was when the credit agreement was executed.
Conclusion. We believe that change-of-control consent is likely required out of an abundance of caution, even though the general partner of Fund IV LP itself is unchanged. The broader fund platform structure is materially altered by the reorganization, and proceeding without consent would create a risk that Ashford could assert that a change-of-control event has occurred. We recommend seeking an express waiver or consent from Ashford with respect to any change-of-control provision that may be triggered by the reorganization.
B. Borrowing Base and Eligible Investor Provisions
The borrowing base under the Fund IV subscription credit facility is calculated based on the unfunded capital commitments of "eligible investors" — a defined term in the credit agreement that typically includes criteria relating to the investor's creditworthiness, the enforceability of the investor's capital commitment, the jurisdiction in which the investor is organized, and the fund vehicle through which the investor participates.
The reorganization directly affects the identity and structure of investors in the parallel vehicles, and therefore has the potential to alter the composition and calculation of the borrowing base. Specifically:
• Non-U.S. limited partners currently investing through Fund IV-A (Cayman) LP — including Nordhaven Sovereign Wealth Fund, which has a $380 million commitment in Fund IV-A Cayman — will migrate to Solara International Feeder (Cayman) LP as part of Step 5.
• U.S. tax-exempt limited partners currently investing through Fund IV-A (Cayman) LP — including Pinnacle State Employees' Retirement System ($275 million commitment) and Grandview University Endowment ($120 million commitment) — will migrate to Solara Tax-Exempt Feeder (Cayman) LP as part of Step 5.
• Non-U.S. limited partners currently investing through Fund IV-B (Luxembourg) SCSp — including Kestrel Pacific Insurance Group (€200 million commitment) — will migrate to International Feeder as part of Step 5.
If the unfunded commitments of limited partners in the parallel vehicles are included in the Fund IV borrowing base — whether directly because the parallel vehicle LPs are named as eligible investors, or indirectly through cross-collateralization or guaranty arrangements — then the LP migration from legacy offshore vehicles to the new feeder structures could affect the "eligible investor" designations upon which the borrowing base is calculated. The legal entity holding the LP commitments will change from, for example, Fund IV-A (Cayman) LP to Solara International Feeder (Cayman) LP, and the credit agreement may not recognize the new feeder entity as an eligible source of borrowing base support.
In practical terms, this means that borrowing base certificates may need to be recalculated following the completion of the LP migration. Additionally, new investor letters or investor acknowledgment letters may need to be obtained from the migrating limited partners — or from the feeder vehicles themselves — confirming the enforceability of their capital commitments in the post-reorganization structure. The lender may also require updated investor due diligence for limited partners whose commitments are being transferred to new vehicles.
Risk. If the credit agreement defines "eligible investors" by reference to specific fund vehicles — for example, by naming "Fund IV-A (Cayman) LP" and "Fund IV-B (Luxembourg) SCSp" as vehicles whose investors may be included in the borrowing base — then the dissolution of those vehicles at Step 5 could technically eliminate those commitments from the borrowing base entirely. This would not be because the underlying investors or their commitments have changed, but because the contractual framework referencing those specific entities would no longer correspond to the post-reorganization reality.
Recommendation. The credit agreement amendment should update the definition of "eligible investors" to include the new feeder vehicles — International Feeder and Tax-Exempt Feeder — and their limited partners. The amendment should also update any schedules listing specific fund vehicles whose investors are eligible for borrowing base inclusion, and should provide for the submission of updated borrowing base certificates and, if necessary, new investor acknowledgment letters.
C. Assignment and Transfer Restrictions
Subscription credit facilities customarily restrict the borrower and its affiliates from assigning, transferring, pledging, or otherwise disposing of their interests or assets without the prior written consent of the lender. These restrictions serve to protect the lender's collateral — the unfunded LP commitments — and to prevent the borrower from altering the fund's asset base or structural integrity in ways that could impair the lender's recovery in the event of a default.
Steps 2 and 3 of the reorganization involve the contribution of all portfolio assets held by Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp to the Consolidated Master Fund LP. While these contributions are structured as capital contributions to a new partnership entity (rather than as outright sales or assignments), they nonetheless involve the transfer of assets from entities that are affiliates of the borrower (Fund IV LP) to a different entity (Consolidated Master Fund LP). Depending on how the credit agreement defines "transfer," "disposition," and "collateral," these contributions could be treated as transfers of assets by affiliates of the borrower that require lender consent.
If the credit agreement defines "collateral" broadly to encompass not only the unfunded LP commitments themselves but also the interests in or assets of the parallel vehicles — or if the credit agreement contains a general negative covenant restricting the borrower and its affiliates from transferring "any assets" without consent — then the contribution of portfolio assets to the Consolidated Master Fund LP could be treated as a disposition of collateral or a breach of the negative covenant.
Additionally, the dissolution of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp at Step 5 constitutes the termination and winding up of entities that are likely defined as "Fund Entities," "Parallel Funds," or "Related Vehicles" under the credit agreement. The dissolution of these entities is not merely a transfer of assets but a structural elimination of vehicles that form part of the borrower's organizational framework as disclosed to and approved by the lender at the time the facility was established.
Conclusion. Lender consent is required for the asset contributions at Steps 2 and 3 and for the entity dissolutions at Step 5, and the credit agreement should be amended to recognize the post-reorganization structure. The amendment should update the list of permitted fund entities and should provide that the Consolidated Master Fund LP and the feeder vehicles are recognized successors to the legacy offshore vehicles for purposes of the facility.
D. Representations, Warranties, and Covenants
Subscription credit agreements contain ongoing representations and warranties that the borrower is required to reaffirm each time it submits a borrowing request or borrowing base certificate. These representations typically include, among other things:
• Organizational accuracy. Representations that the organizational documents, structure charts, and entity schedules provided to the lender at closing (and as subsequently updated) are true, correct, and complete in all material respects.
• No material adverse change. Representations that there has been no material adverse change in the borrower's organizational structure, financial condition, or ability to perform its obligations under the credit agreement.
• LPA compliance. Representations that the borrower and its general partner are in compliance with all material provisions of the applicable limited partnership agreement(s), including provisions relating to capital calls, capital contributions, and fund governance.
The reorganization will render the pre-reorganization organizational representations inaccurate in several material respects. The organizational charts provided to Ashford at the time of the facility's establishment reflected a structure that included Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp as parallel vehicles. After the reorganization, those vehicles will no longer exist, and the fund's organizational structure will include the Consolidated Master Fund LP, the Consolidated Master Fund GP LLC, the International Feeder, and the Tax-Exempt Feeder — none of which existed at the time the credit agreement was executed.
Additionally, the credit agreement likely contains information covenants that require the borrower to provide prompt written notice to the lender of any material change in the fund's organizational structure, any change in the identity or composition of the fund's limited partners, or any amendment to the limited partnership agreement. The reorganization triggers each of these notification obligations.
The credit agreement may also contain negative covenants that prohibit the borrower and its affiliates from effecting any merger, consolidation, reorganization, or dissolution of any fund entity without the prior written consent of the lender. The reorganization — which involves the formation of new entities, the contribution of assets from existing entities to a new entity, the dissolution of existing entities, and the migration of limited partners — implicates each of these prohibitions.
Recommendation. The consent and amendment should update the organizational representations, the organizational charts and entity schedules on file with Ashford, and the relevant defined terms to add the new entities. The amendment should also acknowledge that the borrower has provided the required notice of the organizational changes and that the lender has consented to those changes.
E. Events of Default
We wish to emphasize the critical importance of obtaining lender consent before any of the reorganization steps that affect the Fund IV facility (Steps 2, 3, and 5) are executed. If the reorganization were to proceed without Ashford's prior written consent, there is a material risk that one or more events of default would be triggered under the credit agreement, including but not limited to:
1. Breach of change-of-control provisions. If the reorganization is determined to constitute a change-of-control event and the borrower has not obtained prior consent or a waiver, the occurrence of the change-of-control event would constitute an event of default.
2. Unauthorized transfer of assets. The contribution of portfolio assets from Fund IV-A Cayman and Fund IV-B Lux to the Consolidated Master Fund LP without lender consent could constitute a breach of the transfer restrictions in the credit agreement.
3. Breach of negative covenants. The dissolution of Fund IV-A Cayman and Fund IV-B Lux could constitute a breach of negative covenants prohibiting mergers, consolidations, or dissolutions without lender consent.
4. Material misrepresentation. If the borrower submits a borrowing request or borrowing base certificate after the reorganization steps have occurred and reaffirms organizational representations that are no longer accurate, the submission of such certificate could constitute a material misrepresentation.
An event of default under the Fund IV facility would have severe consequences, including potential acceleration of all outstanding borrowings, termination of the revolving commitment, and enforcement of the lender's security interest in the unfunded LP commitments. Moreover, as discussed further in Section IV.E below, an event of default under the Fund IV facility could trigger a cross-default under the Fund V facility.
We strongly recommend that all necessary lender consents be obtained before the Step 2 effective date of October 1, 2025.
IV. Analysis of Triggered Credit Agreement Provisions — Fund V Facility
This Section analyzes the same categories of credit agreement provisions for the Fund V facility. The analysis is substantially similar to the Fund IV analysis, but several features of the Fund V facility introduce additional complexity, including the dual-lender structure, the administrative agent role of Sentinel Capital Markets, the larger facility size, and the fact that Fund V is less fully deployed, resulting in a larger outstanding pool of uncalled commitments that serve as borrowing base collateral.
A. Change of Control Provisions
The change-of-control analysis for the Fund V facility parallels the analysis set forth in Section III.A above for the Fund IV facility. As with Fund IV, the general partner of Fund V LP — Solara Digital Infrastructure GP LLC — does not change as a result of the reorganization, and Viktor Raines remains the managing partner. However, the dissolution of Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp and the subsequent migration of their limited partners into the newly formed feeder vehicles constitutes a material structural change in the fund's organizational framework that falls within the scope of broadly drafted change-of-control provisions.
The additional complexity in the Fund V context arises from the dual-lender structure. Consent under the Fund V credit agreement may require the approval of both Ashford National Bank and Sentinel Capital Markets, or — depending on the consent mechanics specified in the credit agreement — may require only the approval of the administrative agent (Sentinel Capital Markets) acting on behalf of both lenders. The consent mechanics for change-of-control provisions vary among credit agreements, and some agreements treat change-of-control waivers as matters requiring "Required Lender" approval (typically a majority-in-commitment vote of the lender syndicate), while others require unanimous lender consent.
In a two-lender facility, the distinction between majority consent and unanimous consent is less significant as a practical matter, since both lenders would need to be brought into the process in any event. Nevertheless, the formal mechanics must be followed carefully. If the credit agreement provides that change-of-control consents require action by the administrative agent, then the consent request should be addressed to Laura Pak at Sentinel Capital Markets, with a copy to Thomas Greenleaf at Ashford National Bank. If the credit agreement requires each lender to consent individually, then separate consent forms may be required.
Conclusion. Change-of-control consent is required under the Fund V facility. The consent request should be addressed to both lenders (or through the administrative agent, as the credit agreement requires), and should be coordinated with the Fund IV consent request to ensure that both facilities are addressed simultaneously.
B. Borrowing Base and Eligible Investor Provisions
The borrowing base implications of the reorganization are particularly significant for the Fund V facility. The $1.5 billion subscription facility is secured by the unfunded capital commitments of the Fund V limited partners across Fund V LP and its parallel vehicles. Because Fund V is a 2023 vintage fund that is only approximately 38% deployed, a substantially larger proportion of total LP commitments remain uncalled — approximately $3.472 billion — compared to Fund IV. This means that the borrowing base for Fund V is heavily dependent on the uncalled commitments of investors in the parallel vehicles, and any disruption to the eligible investor base will affect a larger absolute amount of borrowing base collateral.
The following investors in the Fund V parallel vehicles are affected by the reorganization:
• Nordhaven Sovereign Wealth Fund ($500 million commitment in Fund V-A Cayman) — as a non-U.S. sovereign investor, Nordhaven will migrate from Fund V-A (Cayman) LP to the International Feeder. This is the single largest individual LP commitment in the parallel vehicle structure, and its treatment under the borrowing base is likely a focal point of the lender's underwriting.
• Kestrel Pacific Insurance Group (€275 million commitment, approximately $297 million, in Fund V-B Luxembourg) — as a non-U.S. institutional investor, Kestrel will migrate from Fund V-B (Luxembourg) SCSp to the International Feeder.
• Pinnacle State Employees' Retirement System ($340 million commitment) — if Pinnacle's Fund V commitment is held through Fund V-A (Cayman) LP (which is common for large U.S. pension plans seeking to mitigate UBTI through the Cayman blocker structure), Pinnacle will migrate to the Tax-Exempt Feeder.
• Grandview University Endowment ($185 million commitment) — similarly, if Grandview's Fund V commitment is held through Fund V-A Cayman, Grandview will migrate to the Tax-Exempt Feeder.
• Argyle Family Office Holdings LLC ($130 million commitment) — as a U.S. taxable investor that invests directly through Fund V LP, Argyle's commitment is not affected by the offshore vehicle reorganization and will remain in Fund V LP.
The same risk identified in the Fund IV analysis applies here with even greater force: if the Fund V credit agreement defines eligible investors by reference to specific fund vehicles (Fund V-A Cayman and Fund V-B Luxembourg), the dissolution of those vehicles could technically eliminate the commitments of all parallel vehicle LPs from the borrowing base. Given the size of the affected commitments — potentially well in excess of $1 billion — this could cause a borrowing base deficiency that would require immediate repayment of outstanding borrowings.
Recommendation. The credit agreement amendment should add the International Feeder and the Tax-Exempt Feeder as recognized fund entities whose limited partner commitments are eligible for inclusion in the borrowing base. Updated investor letters, investor acknowledgment agreements, and borrowing base certificates should be prepared for submission to the lenders in connection with the consent and amendment process.
C. Assignment and Transfer Restrictions
Step 4 of the reorganization involves the contribution of all portfolio assets held by Fund V-A (Cayman) LP (fair market value of $2.89 billion) and Fund V-B (Luxembourg) SCSp (fair market value of $1.39 billion) to the Consolidated Master Fund LP. The transfer and disposition analysis is substantially the same as the analysis set forth in Section III.C above for the Fund IV facility — the asset contributions may constitute "transfers" or "dispositions" by affiliates of the borrower that require lender consent under the negative covenants in the credit agreement.
The additional procedural consideration for the Fund V facility is the administrative agent role of Sentinel Capital Markets. As administrative agent, Sentinel is typically responsible for receiving and processing consent requests on behalf of the lender syndicate, coordinating lender communications, and executing amendments and waivers on behalf of the lenders. Consent requests and amendment documents for the Fund V facility must therefore be routed through Sentinel Capital Markets — specifically, through Laura Pak, Vice President — even though Ashford National Bank is also a co-lender and will need to be consulted on the substance of the consent.
Conclusion. Explicit lender consent and a credit agreement amendment are required for the Fund V facility to permit the asset contributions at Step 4 and the entity dissolutions at Step 5. The consent request and amendment should be processed through Sentinel Capital Markets as administrative agent.
D. Representations, Warranties, and Covenants
The analysis of representations, warranties, and covenants for the Fund V facility is substantially the same as the analysis set forth in Section III.D above for the Fund IV facility. The reorganization will render pre-reorganization organizational representations inaccurate, will trigger information covenant notification obligations, and will implicate negative covenants prohibiting mergers, consolidations, reorganizations, and dissolutions of fund entities without lender consent.
One additional consideration specific to the Fund V facility merits attention: the Fund V credit agreement may contain cross-default provisions that reference the Fund IV facility. Cross-default clauses provide that an event of default under a specified other agreement — including other credit facilities maintained by the borrower or its affiliates — constitutes an event of default under the agreement containing the cross-default clause. If the Fund V credit agreement contains a cross-default provision referencing the Fund IV facility, then a default under the Fund IV facility resulting from the reorganization would also constitute a default under the Fund V facility, even if the specific provisions of the Fund V facility that are triggered by the reorganization have been addressed through consent or amendment.
This cross-default risk reinforces the importance of addressing both facilities simultaneously and coordinating the consent requests so that neither facility is left in a state of potential default while the other is being resolved.
E. Events of Default
The events of default analysis for the Fund V facility mirrors the analysis set forth in Section III.E above for the Fund IV facility. Proceeding with the reorganization without obtaining consent from both Ashford and Sentinel would create a material risk of triggering events of default under the Fund V credit agreement, including breach of change-of-control provisions, unauthorized asset transfers, breach of negative covenants, and material misrepresentation.
The cross-default risk amplifies the consequences of a default under either facility. If the Fund IV facility enters an event of default because consent was not obtained before Steps 2 and 3, the cross-default clause in the Fund V credit agreement could cause the Fund V facility to also enter an event of default — even before Step 4 (the Fund V contribution step) occurs. This cascading default scenario would expose the fund platform to acceleration of up to $2.6 billion in aggregate credit facility commitments, a result that would be profoundly disruptive to the reorganization and to the fund's operations more broadly.
Both facilities must be addressed simultaneously. The consent requests for Fund IV and Fund V should be prepared, submitted, and negotiated on a coordinated basis to ensure that neither facility is left in a state of potential default at any point during the reorganization process.
V. Interaction with LP Consent Process
Limited partner consent for the reorganization is being solicited separately under the amendment provisions of the Fund IV and Fund V limited partnership agreements. Preliminary consent representing approximately 78% of limited partner interests (by committed capital) was obtained at the LPAC meeting held on April 22, 2025. The formal consent solicitation process is ongoing, and final LP consent is expected to be obtained before the Step 1 target date of September 15, 2025.
The credit agreement provisions governing lender consent may interact with the LP consent process in several ways:
LP Consent as a Condition to Lender Consent. The credit agreements may require, as a condition to the lender's obligation to grant consent to the reorganization, that the requisite LP consent threshold under the limited partnership agreement has been met. Some subscription credit facilities include provisions that condition certain lender actions — particularly those relating to material structural changes — on evidence that the limited partners have approved the relevant action in accordance with the fund's governing documents. If such a condition exists in either credit agreement, the lender will need to be provided with evidence that the LP consent has been obtained before the lender will be willing to execute the consent and amendment.
LP Objection Risk. Conversely, the credit agreement may provide that no LP consent may be pending or contested at the time the lender consent is granted. If any limited partner has formally objected to the reorganization or has commenced litigation challenging the amendment process, the lender may be reluctant to grant consent until the objection is resolved.
Coordination with LPAC Counsel. LPAC counsel Diana Carruthers at Whitfield, Carruthers & Doyle LLP, located at 200 South Biscayne Boulevard, Suite 4000, Miami, Florida 33131, should be informed that lender consent requests are being submitted and may be asked by the lenders to provide a comfort letter or other evidence regarding the status of the LP approval process. Ms. Carruthers should be prepared to confirm to the lenders — either directly or through us as intermediary — that the requisite LP consent threshold has been met and that no LP objection is pending.
Timing Coordination. The LP consent solicitation and the lender consent request should be coordinated so that both are obtained before the Step 2 target date of October 1, 2025. Ideally, the LP consent should be finalized before the lender consent request is submitted, so that the consent request package can include evidence of LP approval. However, if timing constraints require the lender consent request to be submitted before the LP consent process is finalized, the consent request should note that LP approval is expected and should offer to provide evidence of LP approval as a closing condition.
VI. Impact of $1.34 Billion Aggregate Liability Assumption
The reorganization involves the assumption by Consolidated Master Fund LP of approximately $1.34 billion in aggregate portfolio-level debt currently held across all four offshore vehicles. This portfolio-level debt consists of project-level financing, acquisition financing, and other indebtedness incurred at the portfolio company level, the obligations of which are reflected as liabilities of the offshore vehicles. As part of the contribution transactions at Steps 2, 3, and 4, these liabilities will be assumed by the Consolidated Master Fund LP along with the contributed portfolio assets.
The assumption of $1.34 billion in liabilities by a newly formed entity raises several questions under both credit facilities that should be addressed in the lender consent and amendment process:
Incurrence of New Indebtedness. The assumption of liabilities by the Consolidated Master Fund LP could be characterized as the incurrence of new indebtedness by an affiliate of the borrower. If the credit agreements contain negative covenants restricting the incurrence of indebtedness by the borrower or its affiliates — which is common even in subscription credit facilities — the liability assumption may require lender consent even apart from the other reorganization-related consent requirements.
Leverage Ratios and Financial Covenants. While subscription credit facilities are primarily asset-based (secured by unfunded LP commitments rather than fund assets), some facilities contain financial covenants or reporting obligations relating to the borrower's or the fund platform's overall leverage. The assumption of $1.34 billion in liabilities by a new entity within the fund's organizational structure could affect leverage ratio calculations or other financial metrics that are reported to the lenders.
Consent Rights over Affiliate Indebtedness. Some credit agreements grant the lender affirmative consent rights over new indebtedness incurred by any fund entity — not limited to the borrower itself — above a specified threshold. Given the magnitude of the liability assumption ($1.34 billion), it is likely that any such threshold would be exceeded.
Relationship to PLR Ruling 5. We note that the IRC § 752 liability-shifting implications of the reorganization are being addressed separately in the private letter ruling request (specifically, Ruling 5, which addresses the allocation of liabilities among the contributing partners and the Consolidated Master Fund LP under IRC §§ 752(a) and (b)). The tax analysis of the liability shift is beyond the scope of this memorandum, but the credit implications of the liability assumption are a distinct concern that should be disclosed to the lenders in the consent request.
Recommendation. The consent request packages submitted to Ashford and Sentinel should disclose the $1.34 billion aggregate liability assumption and should include a summary of the post-reorganization debt structure of the Consolidated Master Fund LP. This disclosure serves both a transparency objective and a defensive purpose — by affirmatively disclosing the liability assumption and obtaining lender consent, the fund eliminates the risk that the lenders could later assert that the liability assumption was an undisclosed material event that constitutes a breach of the credit agreement.
VII. Timing Considerations and Recommended Sequence
Based on the foregoing analysis, we recommend the following timeline for the credit facility consent process:
June–July 2025: Prepare Consent Request Letters and Draft Amendments. Working with the Solara legal and finance teams, we should prepare comprehensive consent request letters for both the Fund IV facility and the Fund V facility, together with draft consent and amendment agreements that reflect all of the changes described in this memorandum. The consent request packages should include updated organizational charts, entity schedules, descriptions of the reorganization steps, and supporting documentation regarding the LP consent status.
Early July 2025: Submit Consent Requests to Lenders. The consent request packages should be submitted to Thomas Greenleaf at Ashford National Bank (for both the Fund IV and Fund V facilities) and to Laura Pak at Sentinel Capital Markets (for the Fund V facility) no later than the first week of July 2025.
July–August 2025: Lender Review Period. We should anticipate a review period of four to six weeks during which the lenders and their counsel will review the consent requests, the proposed amendments, and the supporting documentation. During this period, we should be prepared to respond to questions, provide additional information, and negotiate any conditions to consent that the lenders may propose. It is common for lenders in subscription credit facility consent situations to request updated financial information, revised borrowing base certificates, updated investor due diligence, and confirmation of insurance coverage.
August–September 2025: Execute Consent and Amendment Agreements. Following the conclusion of negotiations, the consent and amendment agreements should be executed by all parties. Target execution is September 2025 — before the Step 1 formation date of September 15, 2025, or at minimum before the Step 2 contribution date of October 1, 2025.
September 15, 2025 (Step 1): Formation of New Entities. Consent should be in hand before this date. While Step 1 (entity formation) may not itself trigger credit agreement provisions — the mere formation of new entities, without any asset transfers or entity dissolutions, may not constitute a breach — it is preferable to have lender consent in place before any reorganization steps commence.
October 1, 2025 (Step 2): First Contribution Step. Lender consent must be obtained by this date. Step 2 — the contribution of Fund IV-A Cayman portfolio assets to the Consolidated Master Fund LP — is the first step that directly implicates the credit agreement provisions analyzed in this memorandum. Proceeding with Step 2 without consent would create a material risk of triggering events of default under the Fund IV facility.
October 15, 2025 through December 1, 2025 (Steps 3–5). The remaining reorganization steps should proceed on schedule, provided that lender consent has been obtained. If consent is delayed beyond October 1, 2025, the team should evaluate whether Steps 2 through 5 can be compressed into a shorter time frame or deferred to later dates while still maintaining the December 1, 2025 target effective date for Step 5.
Coordination with IRS Process. A pre-submission conference with the IRS National Office is scheduled for July 22, 2025, and the private letter ruling request is targeted for submission on August 15, 2025. The lender consent process should run in parallel with the IRS process. While the two processes are independent — lender consent is not conditioned on receipt of the PLR, and the PLR is not conditioned on lender consent — both must be completed before the reorganization can proceed. If either process is delayed, the impact on the overall reorganization timeline should be assessed.
VIII. Scope of Required Consents and Amendments
A. Fund IV Subscription Facility — Consent and Amendment
Parties to the Consent and Amendment. The consent and amendment agreement for the Fund IV facility should be executed by: (i) Solara Digital Partners Fund IV LP, as borrower; (ii) Solara Digital Infrastructure GP LLC, as general partner of the borrower; and (iii) Ashford National Bank, N.A., as lender.
Scope of Consent. The consent should address the following specific actions:
• Consent to the contribution of all portfolio assets held by Fund IV-A (Cayman) LP to Consolidated Master Fund LP, as contemplated by Step 2 of the reorganization (target effective date: October 1, 2025).
• Consent to the contribution of all portfolio assets held by Fund IV-B (Luxembourg) SCSp to Consolidated Master Fund LP, as contemplated by Step 3 of the reorganization (target effective date: October 15, 2025).
• Consent to the dissolution and winding up of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp, as contemplated by Step 5 of the reorganization (target effective date: December 1, 2025).
• Consent to the migration of limited partners from Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp to Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP, as applicable, as contemplated by Step 5.
• Waiver of any change-of-control event, event of default, or other breach of the credit agreement that may be triggered by any of the foregoing actions or by the reorganization generally.
Scope of Amendment. The credit agreement should be amended to reflect the post-reorganization structure as follows:
• Update the definitions of "Fund Entities," "Parallel Funds," "Related Vehicles," and any other defined terms that reference Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp, to reflect the dissolution of those entities and the formation of the Consolidated Master Fund LP, International Feeder, and Tax-Exempt Feeder.
• Update the definition of "Eligible Investors" to include limited partners investing through the International Feeder and Tax-Exempt Feeder, and to provide that the unfunded capital commitments of such limited partners are eligible for inclusion in the borrowing base.
• Update the organizational charts and entity structure schedules annexed to the credit agreement to reflect the post-reorganization organizational structure.
• Update the representations and warranties to reflect the post-reorganization organizational structure, and provide that the borrower's reaffirmation of representations and warranties following the reorganization shall be made on the basis of the amended credit agreement.
• Revise the borrowing base calculation provisions to recognize the unfunded capital commitments of migrated LPs as eligible commitments, and provide for the submission of updated borrowing base certificates reflecting the post-reorganization investor structure.
• Add Consolidated Master Fund LP, Consolidated Master Fund GP LLC, International Feeder, and Tax-Exempt Feeder to all relevant schedules, annexes, and exhibits.
B. Fund V Subscription Facility — Consent and Amendment
Parties to the Consent and Amendment. The consent and amendment agreement for the Fund V facility should be executed by: (i) Solara Digital Partners Fund V LP, as borrower; (ii) Solara Digital Infrastructure GP LLC, as general partner of the borrower; (iii) Ashford National Bank, N.A., as co-lender; and (iv) Sentinel Capital Markets LLC, as co-lender and administrative agent.
Scope of Consent. The consent should address the same categories of actions as the Fund IV consent, with the additional specific consent to the contribution of all portfolio assets held by Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp to Consolidated Master Fund LP, as contemplated by Step 4 of the reorganization (target effective date: November 1, 2025), and consent to the dissolution of Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp and the migration of their limited partners to the feeder vehicles.
Scope of Amendment. The amendment should mirror the Fund IV amendment in all material respects, updated to reflect the Fund V-specific entities, investor base, and credit agreement terms.
Administrative Agent Procedures. All consent requests, amendment drafts, and related communications for the Fund V facility should be coordinated through Laura Pak at Sentinel Capital Markets, in her capacity as the primary contact for the administrative agent. Ashford National Bank should be copied on all substantive communications and should be provided with all documentation, but the formal process should be routed through Sentinel as administrative agent in accordance with the consent and amendment mechanics specified in the credit agreement.
IX. Insurance Considerations — Cross-Reference
The reorganization will also require notification to, and endorsement from, the fund's directors and officers / errors and omissions ("D&O/E&O") insurance carrier. The current D&O/E&O policy is provided by Hawkstone Specialty Insurance Co. and maintained as a $50 million aggregate policy. The primary contact at Hawkstone is Neil Braddock, Senior Underwriter, located at 100 Constitution Plaza, Hartford, Connecticut 06103.
Upon completion of the reorganization, the D&O/E&O policy will need to be endorsed to extend coverage to the newly formed entities — specifically, Consolidated Master Fund LP, Consolidated Master Fund GP LLC, International Feeder, and Tax-Exempt Feeder — and to their respective officers, directors, managers, and employees. If the policy is not extended, the managers and principals of the new entities could be exposed to uninsured liability during the period between entity formation and policy endorsement.
From a credit facility perspective, the lenders may require evidence that insurance coverage extends to the post-reorganization structure as a condition to granting their consent to the reorganization. Subscription credit agreements often contain covenants requiring the borrower to maintain specified insurance coverage and to provide evidence of such coverage upon request. The lenders may therefore condition their consent on receipt of an insurance endorsement or binder confirming that the D&O/E&O policy has been extended to cover the new entities.
A separate insurance notification letter to Hawkstone is being prepared by the Solara legal team. We should coordinate the timing of the insurance notification with the lender consent process to ensure that evidence of insurance coverage is available when the lenders request it.
X. Recommendations
Based on the foregoing analysis, we make the following recommendations:
1. Prepare consent request letters for both the Fund IV facility (addressed to Thomas Greenleaf, Managing Director, Fund Finance, Ashford National Bank, N.A.) and the Fund V facility (addressed to Thomas Greenleaf at Ashford National Bank and Laura Pak, Vice President, at Sentinel Capital Markets LLC). The consent request letters should describe the reorganization in detail, identify the credit agreement provisions that are triggered, request the lenders' consent to the reorganization, and propose the execution of consent and amendment agreements. Target delivery of the consent request letters is early July 2025.
2. Draft consent and amendment agreements for both facilities. The amendments should update all relevant definitions, schedules, organizational charts, representations, warranties, and borrowing base provisions to reflect the post-reorganization structure. The draft amendments should be included with the consent request letters for lender review.
3. Coordinate with the LP consent process. Diana Carruthers at Whitfield, Carruthers & Doyle LLP should be informed that lender consent requests are being submitted and may be asked by the lenders to provide evidence of LP approval status. Ms. Carruthers should be prepared to issue a comfort letter or similar confirmation to the lenders upon request.
4. Coordinate with the Solara CFO. Douglas Wexford, CFO of Solara Digital Infrastructure LP, should be engaged to provide updated financial information, organizational charts, and other supporting documentation to the lenders as part of the consent request packages. The lenders will likely require current financial statements, borrowing base calculations, and a detailed description of the post-reorganization debt structure.
5. Obtain consents before Step 2 (October 1, 2025). The consent and amendment process should be managed to ensure that both facilities' consents are fully executed before the Step 2 effective date. If lender review requires additional time beyond what the proposed timeline allows, the team should consider whether Steps 2 through 5 can be compressed into a shorter time frame or deferred to later dates, while maintaining the December 1, 2025 target effective date for Step 5.
6. Address both facilities simultaneously. To avoid cross-default risk, the consent requests for both the Fund IV facility and the Fund V facility should be submitted at the same time, and the consent and amendment process for both facilities should be coordinated so that both are resolved on or about the same date.
7. Disclose the $1.34 billion liability assumption to the lenders in the consent request letters and provide a detailed summary of the post-reorganization debt structure of the Consolidated Master Fund LP. The disclosure should include a breakdown of the portfolio-level liabilities being assumed, the sources of those liabilities, and the impact (if any) on financial covenants, leverage ratios, or reporting obligations under the credit agreements.
XI. Conclusion
Both the Fund IV subscription credit facility ($1.1 billion revolving facility with Ashford National Bank) and the Fund V subscription credit facility ($1.5 billion revolving facility with Ashford National Bank and Sentinel Capital Markets) contain provisions that are triggered by the proposed five-step cross-border reorganization of the Solara Digital Infrastructure fund platform. The triggered provisions include change-of-control clauses, borrowing base and eligible investor definitions, assignment and transfer restrictions, organizational representations and warranties, negative covenants prohibiting mergers, consolidations, and dissolutions, and — in the absence of consent — potential events of default. The Fund V facility introduces the additional complexity of a dual-lender structure with an administ

MEMORANDUM

ENGAGEMENT NO.: 20250527-SDILP-PLR

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