Contract analysis

Section 1.1 — Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the LLC Agreement or the Contribution Agreement, as applicable. "Adjusted Tax Basis" means CBR's carryover adjusted tax basis in the Contributed Assets as of the Closing Date, which is approximately Thi

Section 1.2 — Other Defined Terms. In addition to the terms defined in Section 1.1, certain other terms are defined elsewhere in this Agreement and shall have the meanings ascribed to them therein. To the extent that any capitalized term used in this Agreement is not defined herein, such term shall have the meaning ascribed to it in the LLC Agreement or the Contribution Agreement, as applicable. In the event of any c

Section 1.3 — Rules of Construction. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) references to "Articles," "Sections," and "Schedules" refer to Articles, Sections, and Schedules of this Agreement; (c) the words "include," "includes," and "including" are deemed to be followed by the phrase "without limitation"; (d) references to any Person include such Person

ARTICLE II — TAX PROTECTION COVENANTS

Section 2.1 — General Tax Protection Covenant. (a) During the Protection Period (from the Closing Date through and including February 20, 2031, assuming a Closing Date of February 20, 2024), the Company shall not, and shall cause its subsidiaries and affiliates not to, directly or indirectly cause or permit a Taxable Disposition of any Contributed Asset (or any interest therein), unless such disposition constitutes a

Section 2.2 — Triggering Events. A "Triggering Event" shall mean any of the following events occurring during the Protection Period: (a) Taxable Sale or Exchange. Any taxable sale, exchange, or disposition (including, without limitation, a foreclosure sale, a deed in lieu of foreclosure, an abandonment, or an involuntary conversion not qualifying for nonrecognition treatment) of all or any portion of the Contributed

Section 2.3 — Permitted Dispositions (Exceptions). Notwithstanding Sections 2.1 and 2.2, the Make-Whole Payment obligation set forth in Article III shall not apply to any of the following events or dispositions (each, a "Permitted Disposition"): (a) Post-Protection Period Dispositions. Any disposition that occurs after the expiration of the Protection Period (i.e., after 11:59 p.m. (Central Time) on February 20, 2031

Section 2.4 — Debt Maintenance Covenant. (a) The Company shall use commercially reasonable efforts throughout the Protection Period to maintain CBR's allocable share of Company "nonrecourse liabilities" (within the meaning of Treasury Regulations Section 1.752-3) and "partner nonrecourse liabilities" (within the meaning of Treasury Regulations Section 1.752-2), in the aggregate, at a level sufficient to ensure that C

Section 2.5 — Cooperation and Information. (a) The Company shall furnish to CBR, on a timely basis, all information reasonably necessary for CBR to determine its tax liability with respect to the Contributed Assets and the Built-In Gain, including, without limitation, information concerning any proposed or pending disposition of Contributed Assets, any changes in the Company's liability structure, and any other event

ARTICLE III — MAKE-WHOLE PAYMENT

Section 3.1 — Obligation to Make Payment. (a) If a Triggering Event occurs during the Protection Period, the Company shall pay to CBR a Make-Whole Payment calculated in accordance with Section 3.2 hereof. The Make-Whole Payment is intended to compensate CBR for the federal, state, and local income tax liability arising from CBR's recognition of Covered Gain as a result of the Triggering Event, on an after-tax basis.

Section 3.2 — Calculation of Make-Whole Payment. The Make-Whole Payment shall be calculated as follows: (a) Covered Gain. The first step in computing the Make-Whole Payment is to determine the amount of Covered Gain recognized by CBR as a result of the Triggering Event. The Covered Gain shall be equal to the amount of Section 704(c) Gain (up to the remaining Built-In Gain at the time of the Triggering Event) that is

Section 3.3 — Dispute Resolution Regarding Computation. (a) The Company shall prepare and deliver to CBR a detailed written computation of the Make-Whole Payment (a "Payment Computation") within sixty (60) days following the close of the Company's taxable year in which the Triggering Event occurs. The Payment Computation shall include the Company's determination of the Covered Gain, the applicable Tax Rate, the Assum

Section 3.4 — Source of Make-Whole Payment. (a) The Make-Whole Payment shall be an obligation of the Company and shall be paid from the Company's available cash, cash equivalents, or other liquid assets. The Make-Whole Payment shall be a Company obligation that is senior to distributions to the members under the distribution waterfall provisions of the LLC Agreement. (b) The Make-Whole Payment shall not constitute a

Section 3.5 — Interest on Late Payments. Any Make-Whole Payment (or any portion thereof) not made within the thirty (30)-day payment period specified in Section 3.1(b) shall accrue interest at the rate of SOFR plus three hundred (300) basis points per annum, compounded monthly, from the date such payment was due until the date such payment is made in full. Such interest shall be in addition to, and not in lieu of, an

ARTICLE IV — TERM AND EXPIRATION

Section 4.1 — Protection Period. (a) The tax protections set forth in this Agreement shall commence on the Closing Date and shall expire at 11:59 p.m. (Central Time) on the seventh (7th) anniversary of the Closing Date. Assuming a Closing Date of February 20, 2024, the Protection Period shall expire on February 20, 2031. (b) Upon the expiration of the Protection Period, the Company shall have no further obligation un

Section 4.2 — Survival of Make-Whole Obligation. (a) The Company's obligation to make a Make-Whole Payment with respect to any Triggering Event that occurs during the Protection Period shall survive the expiration of the Protection Period and shall remain in full force and effect until the Make-Whole Payment has been paid in full, together with any interest accrued thereon pursuant to Section 3.5. (b) The Company's o

Section 4.3 — No Early Termination. (a) This Agreement may not be terminated prior to the expiration of the Protection Period without the prior written consent of CBR. (b) This Agreement may not be amended, supplemented, or otherwise modified without the prior written consent of both the Company and CBR. Any purported amendment, supplement, or modification that does not comply with this Section 4.3(b) shall be null a

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of the Company. The Company hereby represents and warrants to CBR as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standin

Section 5.2 — Representations and Warranties of CBR. CBR hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas (Texas Secretary of State File Number 0801647392). CBR is duly qualified to transact business and is in goo

Section 6.1 — Indemnification by the Company. The Company shall indemnify, defend, and hold harmless CBR and its affiliates and each of their respective officers, directors, employees, partners, members, managers, agents, and representatives (each, an "Indemnified Person") from and against any and all losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys' fees, accountants' fees

Section 6.2 — Limitations on Indemnification. (a) Aggregate Cap. The Company's aggregate liability under this Article VI shall not exceed the grossed-up Make-Whole Payment amount that would be payable with respect to the full remaining Built-In Gain at the time of the breach (calculated in accordance with Section 3.2 hereof as if the entire remaining Built-In Gain were recognized by CBR as Covered Gain in a single Tr

ARTICLE VII — PARTNERSHIP REPRESENTATIVE AND TAX MATTERS

Section 7.1 — Partnership Representative. (a) CBR, acting through Priya Narayanan, Chief Financial Officer of CBR, serves as the "partnership representative" (within the meaning of Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015) (the "Partnership Representative") of the Company, as designated pursuant to the LLC Agreement. (b) Any audit adjustments, IRS examination proceedings, administrati

Section 7.2 — Section 704(c) Method Confirmation. (a) The Parties hereby confirm that the remedial allocation method described in Treasury Regulations Section 1.704-3(d) applies to all allocations of income, gain, loss, and deduction with respect to the Contributed Assets for purposes of Section 704(c) of the Code. The application of the remedial allocation method shall be consistent with the terms of Section 4.3 of

Section 7.3 — Investment Tax Credits and Depreciation. (a) The Parties acknowledge that the JV projects comprising the Project Portfolio are expected to be eligible for accelerated depreciation under the Modified Accelerated Cost Recovery System ("MACRS") using a five (5)-year recovery period, bonus depreciation under Section 168(k) of the Code (to the extent available for the taxable year in which the projects are p

Section 7.4 — Tax Returns and Reporting. (a) The Company's independent auditor and tax-return preparer, Pennington Clarke LLP (Harold Yeung, CPA, Engagement Partner), shall prepare all federal, state, and local income tax returns and information returns of the Company, including all Schedules K-1 to be furnished to the members, in a manner consistent with the terms of this Agreement, the LLC Agreement, and applicable

Section 8.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. Each Party hereby irrevocably submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States located in t

Section 8.2 — Dispute Resolution. (a) Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (other than disputes regarding the computation of the Make-Whole Payment, which shall be resolved in accordance with Section 3.3 hereof), shall be resolved in accordance with the deadlock and dispute resolution procedures set forth in Article XII of the

Section 8.3 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by email (with confirm

Section 8.4 — Entire Agreement. This Agreement, together with the LLC Agreement, the Contribution Agreement, the DCMA, and the Escrow Agreement dated as of December 4, 2023 (collectively, the "Transaction Documents"), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, term sheets, proposal

Section 8.5 — Amendment and Waiver. (a) No amendment, supplement, or modification of this Agreement shall be effective unless set forth in a written instrument duly exec