Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Back-Leverage Collateral" means CBR Manager's membership interest in the Partnership, together with all related rights, including all rights to receive distributions, allocations, and other payments from the Partnership, in each case as pledged under the Pledge Agreement. For the avoidance of doubt, the

Section 1.02 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) Headings and captions are included for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (b) The words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision. (c) References to

Section 1.03 — Annexes and Schedules The following schedules and exhibits are attached hereto and incorporated herein by reference: (a) Schedule A — Project Companies (b) Schedule B — Distribution Waterfall Summary (c) Exhibit A — Form of Notice of Default (d) Exhibit B — Form of Lender Step-In Notice In the event of any conflict between the body of this Agreement and any schedule or exhibit, the body of this Agreeme

ARTICLE II — CONSENT TO TAX-EQUITY STRUCTURE

Section 2.01 — Lender's Consent Osprey hereby irrevocably consents to the following: (a) the admission of Ridgeline as the Tax-Equity Member of the Partnership under the LLCA, and the execution and delivery by the Partnership, CBR Manager, and Ridgeline of the LLCA and all related transaction documents; (b) CBR's contribution of one hundred percent (100%) of the membership interests in each of the seven Project Compa

Section 2.02 — Consent to Transferable Credit Sale Osprey hereby consents to the sale of transferable tax credits under Section 6418 of the Code by CBR to Pinehurst Insurance Group, Inc. pursuant to the TCPA, including the sale of $60,000,000 in face-value Investment Tax Credits at a purchase price of $0.92 per dollar of credit, for aggregate cash proceeds of $55,200,000. Osprey acknowledges that CBR retains $4,800,0

Section 2.03 — Acknowledgment of LLCA Provisions Osprey acknowledges and agrees as follows: (a) Osprey has received and reviewed a complete copy of the LLCA (execution version, dated September 21, 2023), together with all exhibits, schedules, and annexes thereto. (b) Ridgeline's rights under the LLCA, including its right to receive ninety-nine percent (99%) of all tax items during the pre-flip period, its right to re

Section 2.04 — No Modification Without Consent CBR and CBR Manager hereby covenant and agree that they shall not amend, modify, restate, supplement, terminate, or waive any material provision of the LLCA, the Capital Contribution Agreement, the Purchase Option Agreement, or the TCPA without the prior written consent of both Osprey and Ridgeline. For purposes of this Section 2.04, a "material provision" shall include

Section 2.05 — Lender's Non-Reliance Osprey hereby acknowledges that: (a) Its consent to the tax-equity structure set forth in this Article II does not constitute an assumption by Osprey of any risk related to the tax-equity economics of the Partnership, including any risk relating to the eligibility, availability, or amount of ITCs, the qualification of the Solstice Portfolio for the prevailing wage and apprenticesh

ARTICLE III — INTERCREDITOR ARRANGEMENTS

Section 3.01 — Priority of Interests (a) Ridgeline's Priority. The Parties acknowledge and agree that Ridgeline's rights under the LLCA to receive tax allocations (including allocations of ITCs, MACRS depreciation, and taxable income or loss) and Tax-Equity Member Distributions are senior in right of payment and priority to Osprey's security interest in CBR Manager's membership interest in the Partnership. Osprey sha

Section 3.02 — Distribution Waterfall; Application of Partnership Distributions (a) Distribution Waterfall. The Partnership shall make distributions to its members in accordance with the Distribution Waterfall set forth in Article VI of the LLCA, as summarized on Schedule B hereto. During the pre-flip period (from the commencement of Partnership operations through the Flip Date), thirty percent (30%) of available cas

Section 3.03 — Cash Management (a) Controlled Deposit Account. All Managing Member Distributions (other than Permitted Distributions) shall be deposited directly by the Partnership into the Controlled Deposit Account maintained by CBR Manager at Osprey, bearing account number [to be assigned]. The Controlled Deposit Account shall be subject to an Account Control Agreement of even date herewith among CBR Manager, Ospr

Section 3.04 — No Impairment of Tax-Equity Economics Osprey hereby covenants and agrees that it shall not, at any time, take any action, or direct, instruct, or cause CBR Manager to take any action in its capacity as Managing Member of the Partnership, that would: (a) impair, diminish, or jeopardize Ridgeline's receipt of its target after-tax internal rate of return of 7.25% on its capital contributions to the Partne

Section 3.05 — Relationship to Construction Facility (a) Partial Repayment. The Parties acknowledge that upon the closing of the tax-equity investment and the transferable credit sale on the Closing Date, a portion of the capital contributions received by the Partnership from Ridgeline and a portion of the proceeds of the transferable credit sale received by CBR under the TCPA shall be used to partially repay outstan

ARTICLE IV — STANDSTILL PROVISIONS

Section 4.01 — Standstill Period (a) Notice Requirement. Upon the occurrence of a Back-Leverage Default, Osprey shall promptly (and in any event within five (5) Business Days) deliver a Notice of Default in substantially the form attached hereto as Exhibit A to each of CBR, CBR Manager, and Ridgeline, specifying in reasonable detail the nature of the Back-Leverage Default, the applicable cure period (if any) under th

Section 4.02 — Ridgeline Cure Right (a) Right to Cure. During the Standstill Period (whether the Initial Standstill Period or the Extended Standstill Period, as applicable), Ridgeline shall have the right, but not the obligation, to cure any Back-Leverage Default on behalf of CBR Manager, including by making payment of any amounts then due and payable under the Back-Leverage Facility. Osprey shall accept any such cur

Section 4.03 — Permitted Actions During Standstill (a) Actions Permitted. During the Standstill Period, Osprey may continue to: (i) accrue interest and fees under the Back-Leverage Facility at the applicable rates; (ii) receive Managing Member Distributions that are deposited into the Controlled Deposit Account and apply such distributions to debt service on the Back-Leverage Facility in accordance with Section 3.03;

Section 4.04 — Termination of Standstill The Standstill Period shall terminate upon the earliest to occur of the following events: (a) the expiration of the applicable standstill period (ninety (90) calendar days in the case of the Initial Standstill Period, or one hundred fifty (150) calendar days in the case of the Extended Standstill Period, as the case may be) without the cure of all outstanding Back-Leverage Def

ARTICLE V — LENDER STEP-IN RIGHTS

Section 5.01 — Foreclosure and Transfer (a) Exercise of Remedies. Following the expiration or termination of the Standstill Period without the cure of all outstanding Back-Leverage Defaults, Osprey may, at its option and in its sole discretion, exercise any or all remedies available under the Pledge Agreement, including the foreclosure on CBR Manager's membership interest in the Partnership in accordance with applica

Section 5.02 — Substitution of Managing Member (a) Designation of Substitute. If Osprey or its transferee acquires CBR Manager's membership interest in the Partnership through the exercise of remedies under the Pledge Agreement, Osprey or such transferee may designate a substitute Managing Member of the Partnership (a "Substitute Managing Member"), subject to Ridgeline's prior written consent, which consent shall not

Section 5.03 — Limitations on Step-In (a) No ITC Recapture. Osprey shall not exercise, and shall not permit any transferee or Substitute Managing Member to exercise, step-in rights in a manner that would cause or contribute to an ITC Recapture Event under Section 50(a) of the Code during the five-year recapture period commencing on the placed-in-service date of each Project Company's solar energy property. Without li

Section 5.04 — Ridgeline's Right of First Offer (a) Grant of Right. If, following Osprey's foreclosure on CBR Manager's membership interest in the Partnership, Osprey determines to sell, transfer, or otherwise dispose of such interest (whether directly or through a UCC sale), Ridgeline shall have a right of first offer (the "ROFO") to acquire such interest at the price and on the terms that Osprey is willing to accep

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.01 — Representations and Warranties of Osprey Osprey hereby represents and warrants to each of the other Parties as of the Effective Date as follows: (a) Organization and Authority. Osprey is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, operating under a charter issued by the Office of the Comptroller of the Currency. Osprey has f

Section 6.02 — Representations and Warranties of Ridgeline Ridgeline hereby represents and warrants to each of the other Parties as of the Effective Date as follows: (a) Organization and Good Standing. Ridgeline is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and in good standing in each other jurisdiction where the o