Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common contr

Section 1.2 — Rules of Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) The table of contents and headings of Articles, Sections, subsections, and paragraphs are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement. (b) The term "including" (and with correlative meaning, "inclu

Section 1.3 — Accounting Terms All accounting terms used in this Agreement but not specifically defined herein shall be construed in accordance with GAAP as applied in the preparation of CBR's audited consolidated financial statements for the fiscal year ended December 31, 2022, as prepared by Larchmont & Associates, PLLC. In the event of any conflict between the accounting principles used in such financial statement

ARTICLE II — CAPITAL CONTRIBUTIONS

Section 2.1 — Ridgeline Capital Contribution (a) Aggregate Amount. Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of the conditions precedent set forth in Article IV, Ridgeline shall contribute to the Partnership an aggregate amount equal to One Hundred Twenty Million Dollars ($120,000,000) (the "Ridgeline Contribution Amount"), payable in two tranches as described in subs

Section 2.2 — CBR Manager Capital Contribution (a) Aggregate Amount. Subject to the terms and conditions of this Agreement, CBR Manager shall contribute to the Partnership an aggregate amount equal to Two Million Four Hundred Thousand Dollars ($2,400,000) (the "CBR Manager Contribution Amount"), representing two percent (2%) of the Ridgeline Contribution Amount. The CBR Manager Contribution Amount is intended to sati

Section 2.3 — Use of Contributed Capital (a) First Tranche and CBR Manager Contribution. The proceeds of the First Tranche and the CBR Manager Contribution Amount shall be applied by the Partnership in the following order of priority, as more particularly described in the Funds Flow Memorandum: (i) partial repayment of outstanding draws under the Osprey Construction Facility (Agreement No. ONB-PF-2022-0341), in an am

Section 2.4 — Capital Accounts (a) All capital contributions made pursuant to this Article II shall be credited to the contributing Member's capital account maintained in accordance with the capital account maintenance provisions of Article V of the LLCA and Treasury Regulation § 1.704-1(b)(2)(iv). The initial capital account balance of each Member shall equal the aggregate capital contributions made by such Member o

Section 2.5 — No Additional Capital Contributions No Member shall be required to make any additional capital contribution to the Partnership beyond those specified in this Article II, except as may be unanimously agreed in writing by both Members. Without limiting the generality of the foregoing, if the Partnership requires additional funds to meet its obligations, neither Member shall be required to contribute addit

Section 2.6 — Return of Capital Contributions Capital contributions made pursuant to this Article II shall not be returned to the contributing Member except through distributions made in accordance with Article VII of the LLCA. No Member shall have the right to demand or receive the return of all or any portion of its capital contribution, except as expressly provided in the LLCA. No interest shall accrue on, or be p

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations and Warranties of Ridgeline Ridgeline hereby represents and warrants to the Partnership and CBR Manager as of the date hereof and as of the Closing Date (and, with respect to Section 4.2(b), as of the Second Tranche Funding 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 o

Section 3.2 — Representations and Warranties of the Partnership The Partnership, acting through its Managing Member, hereby represents and warrants to Ridgeline as of the date hereof and as of the Closing Date (and, with respect to Section 4.2(b), as of the Second Tranche Funding Date) as follows: (a) Organization and Good Standing. The Partnership is a limited liability company duly organized, validly existing, and

Section 3.3 — Representations and Warranties of CBR Manager CBR Manager hereby represents and warrants to Ridgeline as of the date hereof and as of the Closing Date (and, with respect to Section 4.2(b), as of the Second Tranche Funding Date) as follows: (a) Organization and Good Standing. CBR Manager is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of D

ARTICLE IV — CONDITIONS PRECEDENT TO FUNDING

Section 4.1 — Conditions Precedent to Ridgeline's First Tranche Funding The obligation of Ridgeline to fund the First Tranche on the First Tranche Funding Date is subject to the satisfaction (or waiver by Ridgeline in its sole discretion) of each of the following conditions precedent: (a) Transaction Documents. Each of the LLCA, the TCPA, the Tax Indemnity Agreement, the Purchase Option Agreement, the Escrow Agreemen

Section 4.2 — Conditions Precedent to Ridgeline's Second Tranche Funding The obligation of Ridgeline to fund the Second Tranche on the Second Tranche Funding Date is subject to the satisfaction (or waiver by Ridgeline in its sole discretion) of each of the following conditions precedent: (a) All Projects COD. All