Contract analysis

1. Overview of the Credit Facility

3. Conditions Precedent to Closing and Initial Funding

4. Key Covenants and Restrictions

6. Commitment Expiration and Definitive Documentation

7. Items Requiring CBR's Attention and Recommended Actions

1. Overview of the Credit Facility 1.1 Parties. The Commitment Letter identifies the following parties to the proposed Facility: Borrower. Solstice Plateau Energy Holdings LLC (EIN 93-4158203), a Delaware limited liability company formed for the purpose of holding and developing the Portfolio. The Borrower's registered office is located c/o Peachtree Corporate Services, Inc., 1209 Orange Street, Suite 300, Wilmington

2. Security Package 2.1 Collateral. The Commitment Letter contemplates a comprehensive security package, as is standard for project finance transactions. The principal elements of the collateral package are as follows: (a) Asset Lien. A first-priority lien on all assets of Solstice Plateau Energy Holdings LLC and each Project Subsidiary, including all tangible and intangible personal property, fixtures, equipment, ac

3. Conditions Precedent to Closing and Initial Funding The Commitment Letter sets forth a detailed list of conditions that must be satisfied (or waived by Trident Bank) prior to the closing of the Facility and the initial funding thereunder. These conditions are summarized below by category. 3.1 Documentary Conditions The following documentary conditions must be satisfied prior to closing: (a) Definitive Loan Documen

4. Key Covenants and Restrictions The Commitment Letter outlines a framework of covenants that will govern the Borrower's operations and financial management during the term of the Facility. The specific language and detailed definitions of these covenants will be set forth in the definitive credit agreement; however, the Commitment Letter provides sufficient detail to identify the principal areas of concern for CBR.

5. Tax Considerations The Commitment Letter does not directly address the tax structure of the JV or the allocation of tax benefits (including investment tax credits and depreciation deductions) between CBR and Lumen Ridge. However, certain provisions of the Commitment Letter are relevant to CBR's tax position and warrant careful consideration. Tax Protection Agreement. As CBR is aware, the JV formation transaction d

6. Commitment Expiration and Definitive Documentation 6.1 Commitment Expiration The Commitment Letter provides that Trident Bank's commitment to provide the Facility will expire automatically if the definitive credit agreement is not executed and delivered within 120 days of the date of the Commitment Letter — that is, by approximately May 21, 2024. If the definitive credit agreement is not executed by such date, Tri

7. Items Requiring CBR's Attention and Recommended Actions Based on our review of the Commitment Letter, we have identified the following items that require CBR's attention and, in certain cases, affirmative action. We have organized these items in approximate order of significance. 7.1 Distribution Waterfall / Cash Sweep Interaction As discussed in Section 4.3(e) above, the Commitment Letter's cash sweep mechanism a

8. Conclusion In summary, the Commitment Letter from Trident National Bank represents a significant and positive step toward securing the project-level financing contemplated by the LLC Agreement and the broader financing plan for the Solstice Plateau Energy Holdings LLC portfolio. The key economic terms — a total commitment of up to $480,000,000, a 7-year term, an interest rate of SOFR + 175 basis points, and a non-

1. Negotiation of the cash sweep mechanism and distribution restrictions to ensure compatibility with the LLC Agreement's three-tier distribution waterfall;

2. Careful scoping of the bad-boy guarantee carve-outs to prevent inadvertent expansion of member-level recourse liability;

3. Coordination of lender consent requirements for asset dispositions and contract amendments with the JV's Management Committee governance structure;

4. Inclusion of tax protection coordination provisions to safeguard CBR's position under the Tax Protection Agreement;

5. Alignment of the insurance program with Trident Bank's requirements;

6. Resolution of environmental and title diligence conditions; and

7. Prompt engagement on definitive documentation to meet the May 21, 2024 commitment expiration deadline. Calderwood & Harkness LLP stands ready to assist CBR in the negotiation of the definitive credit documents and all related matters. We have the institutional knowledge and deal team continuity to move efficiently on this documentation workstream, having served as CBR's counsel throughout the JV formation and cont