CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022
DUE DILIGENCE REQUEST LIST
REAL PROPERTY / LEASES
Calloway-Briggs Renewables Inc. Proposed Initial Public Offering of Common Stock New York Stock Exchange (Proposed Ticker: "CBRI")
C&H Matter No. 1015-00001
March 21, 2022
Prepared by: Brendan Walsh, Lead Associate, Capital Markets, Calderwood & Harkness LLP
Reviewed by: Jennifer Kwon, Responsible Partner, Capital Markets, Calderwood & Harkness LLP
Addressed to:
Sandra Haverford, Esq. General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Copies to:
Garrett Calloway, Chairman & Chief Executive Officer Priya Anand, Senior Vice President, Finance & Treasurer Tomás Quintero, Senior Vice President, Project Development
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This document was prepared by Calderwood & Harkness LLP at the direction of Calloway-Briggs Renewables Inc. in anticipation of litigation and/or in connection with the rendering of legal advice. This document and the information contained herein are protected by the attorney-client privilege and the attorney work-product doctrine and are not to be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
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INTRODUCTORY INSTRUCTIONS
This due diligence request list (this "Request List") is issued by Calderwood & Harkness LLP ("C&H"), as issuer's counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), in connection with the proposed initial public offering (the "IPO" or the "Offering") of approximately $600,000,000 of shares of common stock, par value $0.01 per share, of the Company on the New York Stock Exchange (proposed ticker symbol "CBRI"). The information and documents requested herein will be used in connection with the preparation, review, and filing of the Registration Statement on Form S-1 (the "Registration Statement") to be filed confidentially with the United States Securities and Exchange Commission (the "SEC"), including, without limitation, the Business section, Risk Factors, Properties, Description of Indebtedness, and Management's Discussion and Analysis of Financial Condition and Results of Operations sections of the prospectus included therein. The information and documents requested herein will also support the due diligence investigation to be conducted by the Company's counsel and by the underwriters' counsel, Prescott, Danforth & Yee LLP ("PD&Y"), in connection with the Offering.
Scope. This Request List covers all real property interests, land leases, ground leases, surface-use agreements, easements, rights-of-way, transmission interconnection agreements, title matters, zoning and land-use approvals, environmental and land-use restrictions, shared-facility arrangements, and related matters for all project sites owned or controlled by CBR and its subsidiaries (collectively, the "CBR Group"), including (a) operating projects, (b) projects currently under construction, and (c) development-stage projects, across the five states in which the CBR Group currently operates or holds development rights: Texas, New Mexico, Arizona, California, and Oklahoma.
Entities Covered. Responses to each item in this Request List should cover CBR and all of its direct and indirect material subsidiaries, including but not limited to:
• CBR Holdings LLC (Delaware)
• Calloway-Briggs Operating Company LLC (Texas)
• Solaris West Solar LLC (Texas)
• Red Mesa Wind Energy LLC (Oklahoma)
• Painted Rock Solar LLC (Arizona)
• Pronghorn Wind LLC (Texas)
• Brazos Energy Storage LLC (Texas)
• Mesquite Wind Holdings LLC (Texas)
• Cimarron Solar Development LLC (New Mexico)
• CBR Development Co. LLC (Texas)
To the extent that any entity not listed above holds real property interests material to the CBR Group's business or development pipeline, information and documents with respect to such entity should also be included.
Timeframe for Response. Please provide responsive documents and information as promptly as practicable, with an initial production target of April 8, 2022, in order to support the planned April 11, 2022 confidential submission of the Draft Registration Statement (DRS-1) with the SEC. We recognize that certain items may require additional time to compile; in such cases, please notify us promptly so that we may adjust our work plan accordingly. We appreciate the Company's cooperation in meeting this aggressive but necessary timeline.
Format of Production. Electronic copies of responsive documents are preferred and should be uploaded to the Calderwood & Harkness Virtual Data Room (the "VDR") established for this matter (URL and access credentials previously circulated). Documents should be produced in native electronic format where available (e.g., Word, Excel), or as text-searchable PDFs where native formats are not available. Hard copies of recorded instruments (deeds, memoranda of lease, easement agreements bearing county recording stamps, etc.) are appreciated if readily available but are not required if clear electronic copies can be provided.
Organization. All documents produced in response to this Request List should be organized by project and by request-item number. Within the VDR, folders have been established for each project site and for each numbered request item. If a single document is responsive to multiple request items, it should be uploaded to the primary applicable folder with cross-references noted in the index.
Contact Information. Questions regarding this Request List or any item herein should be directed to:
Brendan Walsh, Lead Associate Calderwood & Harkness LLP 599 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7812
Email: brendan.walsh@calderwoodharkness.com
Natasha Forbes, Associate Calderwood & Harkness LLP 599 Lexington Avenue, New York, NY 10022 Telephone: (212) 555-7849
Email: natasha.forbes@calderwoodharkness.com
Cross-References. Certain items in this Request List cross-reference other due diligence request lists issued by C&H or PD&Y in connection with the Offering, including the Due Diligence Request List — Regulatory / Environmental / Permitting and the Due Diligence Request List — Debt and Financing. Where a cross-reference is noted, it is intended to avoid duplicative requests; however, if a document is responsive to this Request List and has already been produced in response to another request list, a notation to that effect (with VDR folder reference) is sufficient.
SECTION I — GENERAL REAL PROPERTY MATTERS
Request 1. A complete list or schedule of all real property owned in fee simple by CBR or any subsidiary (each, an "Owned Property"), including, for each Owned Property, the following information: (a) a legal description of the property (metes and bounds or reference to recorded plat), (b) the county and state in which the property is located, (c) the total acreage of the property, (d) the name of the subsidiary entity holding fee title, (e) the project to which the property relates (if applicable), and (f) any common or informal name by which the property is known.
Request 2. A complete list or schedule of all real property interests held by CBR or any subsidiary other than fee simple ownership (each, a "Non-Fee Interest"), including, without limitation, leasehold interests, ground lease interests, surface-use agreements, easement interests (whether appurtenant or in gross), licenses, rights-of-way, options to purchase or lease, rights of first refusal, rights of first offer, and any other occupancy, access, or use rights. For each Non-Fee Interest, the schedule should identify: (a) the type of interest, (b) a general description of the property or area subject to the interest, (c) the county and state, (d) the approximate acreage or area covered, (e) the name of the subsidiary entity holding the interest, (f) the name of the grantor, lessor, or counterparty, (g) the project to which the interest relates, and (h) the date of the governing agreement.
Request 3. Copies of all deeds, conveyance instruments, and certificates of title for any real property owned in fee by CBR or any subsidiary, including, without limitation: (a) warranty deeds, (b) special warranty deeds, (c) grant deeds, (d) quitclaim deeds, (e) trustee's deeds, and (f) any corrective or confirmatory deeds. For each deed, please also provide a copy of the recorded version bearing the county recorder's filing stamp, instrument number, and recording date, if available.
Request 4. An organizational chart or diagram showing which subsidiary entity holds each real property interest (both Owned Properties and Non-Fee Interests) and the project to which each interest relates. This chart should be consistent with the corporate organizational chart provided in response to the Due Diligence Request List — Corporate Organization and should illustrate the chain of ownership from CBR down through the relevant holding company and operating-subsidiary levels to the entity that directly holds the real property interest.
Request 5. Copies of any surveys, plats, boundary surveys, ALTA/NSPS land title surveys, topographic surveys, or other survey-related documents for each project site, including: (a) ALTA/NSPS Land Title Surveys prepared in accordance with the Minimum Standard Detail Requirements jointly established by the American Land Title Association and the National Society of Professional Surveyors (including any Table A optional items elected), (b) boundary surveys, (c) as-built surveys, (d) topographic surveys, (e) construction staking surveys, and (f) any recorded or unrecorded plats or subdivision maps. For each survey, please identify the surveyor, the date of the survey, and the project to which it relates.
Request 6. Copies of any environmental site assessments (Phase I and Phase II) conducted for each project site, including, without limitation, Phase I Environmental Site Assessment reports prepared in accordance with ASTM Standard E1527-21 and Phase II Environmental Site Assessment reports prepared in accordance with ASTM Standard E1903-19. We understand that Greenridge Environmental Sciences LLC (Dr. Nadine Torres, Project Manager) has performed Phase I and Phase II assessments for certain CBR project sites. Please include all such assessments in your production. Cross-reference: Please also refer to the Due Diligence Request List — Regulatory / Environmental / Permitting for additional environmental requests. To the extent Phase I and Phase II reports have been produced in response to that request list, a cross-reference notation is sufficient.
SECTION II — LAND LEASES AND SURFACE-USE AGREEMENTS
A. Operating Projects
For each of the following operating project sites, please provide the documents and information described in Request Items 7 through 17 below:
Request 7. Copies of all land lease agreements, ground lease agreements, and surface-use agreements for each operating project site, including all amendments, modifications, supplements, side letters, restatements, and any other documents that modify, supplement, or otherwise relate to the terms and conditions of such leases or agreements (collectively, "Lease Documents"). For the avoidance of doubt, the term "Lease Documents" includes any master lease agreements, individual parcel lease agreements, and any form lease templates utilized across multiple landowners for the same project.
Request 8. A schedule (which may be provided in Excel format) identifying, for each Lease Document, the following information:
(a) the name of the lessor or landowner;
(b) the name of the lessee entity;
(c) the original execution date of the lease;
(d) the lease term and the commencement date of the lease term (distinguishing, where applicable, between the development period, the construction period, and the operations period);
(e) the expiration date of the initial lease term;
(f) a description of any renewal options, including the number of available renewal terms, the length of each renewal term, the conditions to exercise of each renewal option (e.g., notice periods, rent escalation upon renewal), and whether any renewal options have been exercised to date;
(g) the acreage or area covered by the lease, including both the total leased acreage and, if different, the acreage actually occupied by project infrastructure;
(h) the annual or periodic rent amounts payable under the lease, including a description of any rent escalation provisions (e.g., fixed annual escalation, CPI-based escalation, fair-market-value reset), and the current annual rent payable;
(i) a description of any purchase options, rights of first refusal, rights of first offer, or other acquisition rights in favor of the lessee or the lessor with respect to the leased premises; and
(j) a description of any termination rights in favor of either party, including any early termination for convenience rights, termination for cause provisions, and the consequences of termination (e.g., restoration obligations, termination payments).
Request 9. Copies of any assignments of lease, including any partial assignments, and copies of all consents to assignment obtained from the applicable lessor or landowner in connection with such assignments. If the current lessee entity acquired its leasehold interest by assignment from another CBR entity or from a third party, please provide the chain of assignment documents from the original lessee to the current lessee.
Request 10. Copies of any estoppel certificates executed by lessors or landowners and copies of all subordination, non-disturbance, and attornment agreements ("SNDAs") entered into among the lessee, the lessor, and any lender or other third party with respect to the Lease Documents. For each SNDA, please identify the parties, the date of execution, and the lender or secured party in whose favor the SNDA was granted.
Request 11. Evidence of any landlord or lessor consents, waivers, or notices required in connection with:
(a) the proposed IPO;
(b) a change of control of the lessee entity, whether direct or indirect;
(c) a change in the ultimate parent entity of the lessee; or
(d) any restructuring or reorganization of the CBR Group's corporate structure in anticipation of the IPO.
In addition, please provide an analysis (which may take the form of a memorandum from in-house counsel or outside local counsel) of whether the consummation of the IPO would constitute or trigger (i) a "change of control," "assignment," "transfer," or similar event under any Lease Document, (ii) any consent, notice, or approval requirement under any Lease Document, or (iii) any right of the lessor to terminate, modify, or renegotiate the terms of any Lease Document. This analysis is critical to the risk factor disclosure and should be completed prior to the DRS-1 filing.
Request 12. Copies of any memoranda of lease, short-form leases, or other notice instruments recorded with the applicable county recorder's or clerk's office to provide constructive notice of the lessee's interest in the leased premises. For each recorded instrument, please provide the recording information (county, book, page, instrument number, and date of recording).
Request 13. Copies of any guarantees, letters of credit, surety bonds, or other credit support provided in connection with the lessee's obligations under the Lease Documents, including, without limitation:
(a) parent company guarantees issued by CBR or any intermediate holding company in favor of lessors;
(b) standby letters of credit issued by any financial institution in favor of lessors as security for lease obligations;
(c) surety bonds obtained to secure lease performance or restoration obligations; and
(d) any escrow agreements or deposit arrangements securing lease obligations.
For each such instrument, please identify the guarantor or credit-support provider, the beneficiary, the amount, the expiration date, and any renewal or replacement requirements.
Request 14. A schedule identifying any lease defaults, notices of default, cure notices, or disputes with lessors or landowners that have occurred within the past five (5) years with respect to any Lease Document, including, for each such event:
(a) a description of the default or dispute;
(b) the date of the default or the notice of default;
(c) the project and Lease Document to which the default or dispute relates;
(d) the current status of the default or dispute (cured, ongoing, or in litigation); and
(e) copies of all correspondence, notices, and other documents relating to the default or dispute.
Request 15. Copies of any lease termination agreements, surrender agreements, voluntary lease relinquishments, or agreements to release leased acreage from the scope of a lease, together with any related correspondence between the lessee and the lessor.
Request 16. Copies of any crop-damage agreements, livestock-damage agreements, surface-damage agreements, or similar ancillary agreements entered into with lessors or landowners in connection with the construction or operation of project facilities on the leased premises. Such agreements may include, without limitation, payments for crop loss, livestock loss, disruption to agricultural operations, dust and noise mitigation obligations, and road-repair commitments.
Request 17. A description of any condemnation, eminent domain, inverse condemnation, or government-taking proceedings currently pending or threatened that affect the leased premises at any operating project site, together with copies of any related correspondence, notices, petitions, orders, or judgments. If any portion of the leased premises has been the subject of a completed condemnation or taking, please provide details of the taking (acreage taken, condemning authority, purpose, and any compensation received) and copies of the relevant orders or decrees.
B. Projects Under Construction
For each of the following projects currently under construction, please provide the documents and information described in Request Items 7 through 17 above, as applicable:
With respect to projects under construction, please note that the lender consent and collateral-assignment analysis is particularly important given the construction-to-term financing structures in place with Prairie Commercial Bank, N.A. We anticipate that the real property interests for these projects are subject to collateral assignments and mortgages in favor of Prairie Commercial Bank, N.A. as administrative agent, and we will need to confirm the scope of those security interests and any related consent requirements triggered by the IPO.
C. Development-Stage Projects
For each of the following development-stage projects, please provide the documents and information described in Request Items 7 through 17 above, to the extent applicable and to the extent such documents and information exist at the current stage of development:
In addition, please provide the same documents and information for any other development-stage projects in the Company's approximately 6.2 GW development pipeline that are not specifically listed above but for which CBR or any subsidiary holds or has entered into any real property interests, land options, or letters of intent with landowners.
Request 18. For each development-stage project, copies of any letters of intent, option agreements, land-option agreements, or preliminary agreements with landowners or land aggregators relating to the acquisition of real property interests (whether by lease, purchase, or otherwise) for the project, together with a description of the current status of each such agreement, including: (a) whether the option has been exercised or remains unexercised, (b) the option exercise period and expiration date, (c) the option consideration paid to date, (d) the conditions to exercise, (e) the status of conversion or negotiation of definitive lease agreements, and (f) the anticipated timeline for execution of definitive Lease Documents.
Request 19. A description of the land-acquisition strategy for each development-stage project, including: (a) whether the Company's strategy is to lease or purchase the required land, (b) the estimated number of individual landowners with whom the Company must negotiate, (c) the expected aggregate acreage required for the project (distinguishing between the project footprint and any buffer acreage), (d) the current status of land-acquisition efforts (percentage of required acreage under option or lease), (e) any known material obstacles to completing land acquisition (e.g., holdout landowners, competing projects, regulatory constraints on land use), and (f) any use of land agents, brokers, or third-party land-aggregation services and the terms of engagement with such parties.
SECTION III — EASEMENTS AND RIGHTS-OF-WAY
Request 20. Copies of all easement agreements for each project site (operating, under construction, and development-stage), including, without limitation:
(a) access easements (ingress and egress);
(b) utility easements (electric, water, sewer, telecommunications);
(c) drainage easements;
(d) transmission-line easements;
(e) substation easements;
(f) collector-line easements;
(g) road easements;
(h) pipeline easements;
(i) temporary construction easements; and
(j) any other easements, whether appurtenant or in gross, that benefit or burden any project site.
For each easement agreement, please also provide all amendments, modifications, supplements, restatements, assignments, and any recorded instruments (including recorded memoranda of easement).
Request 21. A schedule (which may be provided in Excel format) identifying, for each easement, the following information:
(a) the name of the grantor;
(b) the name of the grantee;
(c) the type of easement (e.g., access, utility, transmission, drainage);
(d) a description of the burdened parcel (i.e., the servient estate);
(e) a description of the benefited parcel or the purpose of the easement (i.e., the dominant estate, if an appurtenant easement);
(f) the term of the easement (perpetual or limited term, and if limited, the expiration date);
(g) the recording information, including the county, book, page, instrument number, and date of recording; and
(h) a description of any compensation, fees, or one-time payments required under the easement agreement.
Request 22. Copies of all right-of-way agreements, road-use agreements, and access agreements entered into with:
(a) governmental entities, including counties, municipalities, state departments of transportation, and federal agencies (e.g., the Bureau of Land Management, the U.S. Forest Service);
(b) railroads, including any license or crossing agreements with railroad companies; and
(c) private landowners whose property must be crossed to access any project site.
For each such agreement, please also provide all amendments, modifications, and any related permits or approvals.
Request 23. Copies of any crossing agreements required for the construction or operation of each project, including, without limitation:
(a) road-crossing agreements (for crossing public or private roads);
(b) pipeline-crossing agreements (for crossing oil, gas, water, or other pipelines);
(c) utility-crossing agreements (for crossing overhead or underground electric, telephone, or fiber-optic lines);
(d) railroad-crossing agreements (for crossing active or inactive railroad rights-of-way); and
(e) waterway-crossing agreements or permits (for crossing rivers, streams, canals, or irrigation ditches).
Request 24. A description of any condemnation proceedings currently pending or reasonably anticipated to acquire easements or rights-of-way for any project, including: (a) the condemning authority, (b) the property or interest to be condemned, (c) the purpose of the condemnation, (d) the current status of the proceedings, and (e) any estimated timeline for resolution.
Request 25. Copies of any easement consents, waivers, or notices required in connection with the proposed IPO or any change of control of CBR or any subsidiary, including an analysis of whether any easement agreement contains provisions that would be triggered by the IPO (e.g., assignment-consent requirements, change-of-control provisions, or termination rights upon a change in ownership of the grantee entity).
SECTION IV — TRANSMISSION INTERCONNECTION AGREEMENTS AND RELATED RIGHTS
Request 26. Copies of all generator interconnection agreements ("GIAs"), large generator interconnection agreements ("LGIAs"), and facilities study agreements entered into with the applicable transmission service provider, independent system operator, or regional transmission organization for each project, including, without limitation:
(a) for Texas projects (Solaris West, Pronghorn Wind, Brazos Storage, Mesquite Wind, and Silverleaf Wind): agreements with the Electric Reliability Council of Texas ("ERCOT") or the applicable transmission service provider within the ERCOT region;
(b) for Oklahoma projects (Red Mesa Wind): agreements with the Southwest Power Pool ("SPP") or the applicable transmission owner within SPP;
(c) for California projects (Copper Basin Solar + Storage): agreements with the California Independent System Operator ("CAISO") or the applicable participating transmission owner; and
(d) for Arizona projects (Painted Rock Solar): agreements with the applicable transmission service provider (which may be within the CAISO or SPP footprint, or a standalone utility).
(e) for New Mexico projects (Cimarron Solar): agreements with the applicable transmission service provider, whether within the SPP, ERCOT, or Western Interconnection footprint.
For each such agreement, please provide all amendments, modifications, supplements, restatements, and any interim or replacement agreements.
Request 27. Copies of all interconnection construction service agreements ("ICSAs"), network upgrade agreements, and any other agreements governing the construction of interconnection facilities or network upgrades required for each project's interconnection.
Request 28. Copies of any transmission service agreements, wheeling agreements, network resource designations, or network integration transmission service agreements entered into by CBR or any subsidiary for the delivery of energy from any project to the electric grid or to any off-taker's delivery point.
Request 29. A description of the status of each interconnection queue position held by CBR or any subsidiary, including, for each queue position:
(a) the queue position number or interconnection request identifier;
(b) the date of queue entry;
(c) the applicable regional transmission organization or independent system operator;
(d) the current status of required studies, including the system impact study, the facilities study, and any affected-system studies;
(e) the expected interconnection date or in-service date;
(f) the amount of any security deposits, study deposits, or milestone payments made to date and the amount of any deposits or payments currently due or expected to become due; and
(g) any material conditions or contingencies to achieving interconnection.
Request 30. Copies of any substation lease agreements, substation easements, or shared-facilities agreements relating to substations, switchyards, or other electrical infrastructure located on or adjacent to any project site.
Request 31. Copies of any gen-tie line easements, right-of-way agreements, and license agreements for transmission lines or generation-tie lines connecting each project to its point of interconnection with the electric grid. For each such easement or agreement, please provide the recording information and a description of the route, length, and voltage of the applicable transmission line.
Request 32. A description of any disputes, pending negotiations, or unresolved issues regarding interconnection costs, network upgrade obligations, affected-system impacts, or other matters arising under or in connection with any interconnection agreement or queue position. Please include copies of any related correspondence with the applicable transmission service provider, independent system operator, or affected-system operator.
SECTION V — TITLE MATTERS
Request 33. Copies of all title insurance policies (including both owner's policies and lessee's policies) and title insurance commitments for each project site, together with copies of all endorsements. For each policy, please provide the policy jacket, Schedules A, B-I (requirements), and B-II (exceptions), and all attached endorsements.
Request 34. A schedule (which may be provided in Excel format) identifying, for each title insurance policy, the following information:
(a) the name of the insured party;
(b) the name of the title insurance company;
(c) the policy number;
(d) the effective date of the policy;
(e) the amount of coverage;
(f) a description of the insured property (or cross-reference to the legal description in the policy); and
(g) a summary of the Schedule B exceptions (permitted encumbrances and exclusions from coverage), including, without limitation, any exceptions for (i) taxes and assessments, (ii) easements and rights-of-way, (iii) mineral reservations, (iv) restrictive covenants, (v) matters disclosed by survey, and (vi) any other specific exceptions.
Request 35. Copies of all title search reports, abstracts of title, title opinions, or title examination reports prepared by counsel or by title companies for each project site, including any supplemental or updated title searches. If title opinions were prepared by local counsel in connection with project financing or development, please provide copies of such opinions and the name and firm of the opining counsel.
Request 36. A schedule of all liens, mortgages, deeds of trust, security interests, and other encumbrances of record affecting each project site, including, without limitation:
(a) liens and mortgages granted in favor of Veltrano National Bank, as administrative agent, under the Corporate Revolving Credit Facility and Term Loan B (total commitment: $400,000,000 revolver + $650,000,000 term loan);
(b) liens and deeds of trust granted in favor of Prairie Commercial Bank, N.A. under the Mesquite Wind construction-to-term credit facility ($165,000,000; conversion expected December 2024);
(c) liens and deeds of trust granted in favor of Prairie Commercial Bank, N.A. under the Cimarron Solar construction-to-term credit facility ($143,000,000; conversion expected March 2025);
(d) security interests, pledge agreements, or collateral assignments in favor of Veltara Basin Financial LLC under the Solaris West tax-equity partnership ($280,000,000 invested; tax-equity flip expected 2028);
(e) any mechanic's liens, materialmen's liens, or construction liens; and
(f) any judgment liens, tax liens (other than current-year real property taxes not yet due and payable), or other involuntary liens.
For each lien or encumbrance, please identify the lienholder, the amount secured, the recording information (county, book, page, instrument number), and the current status (active, released, or subordinated).
Request 37. Copies of any subordination agreements, intercreditor agreements, or lien-priority agreements affecting real property interests at any project site, including, without limitation, any intercreditor arrangements among Veltrano National Bank, Prairie Commercial Bank, N.A., and Veltara Basin Financial LLC.
Request 38. A description of any title defects, title objections, encroachments, or curative actions currently pending or undertaken for any project site, including: (a) the nature of the defect or objection, (b) the project and parcel affected, (c) the steps taken or planned to cure the defect, and (d) the current status and expected timeline for resolution. Please also provide copies of any title objection letters, cure letters, or curative instruments (e.g., corrective deeds, affidavits of heirship, quiet-title actions).
Request 39. Copies of any title indemnities or title indemnification agreements provided by or to CBR or any subsidiary, including any indemnities provided by sellers, lessors, or landowners in connection with title defects or exceptions, and any indemnities provided by CBR entities to lenders or title companies.
SECTION VI — ZONING, LAND-USE, AND GOVERNMENTAL APPROVALS
Request 40. Copies of all zoning approvals, conditional-use permits, special-use permits, variances, and land-use entitlements obtained for each project site, including, without limitation: (a) county-level conditional-use permits or special-use permits for wind-energy or solar-energy projects, (b) variances from height restrictions, setback requirements, or noise-level limits, and (c) any zoning reclassifications or rezonings obtained for project development.
Request 41. Copies of all site plans approved by any governmental authority for each project site, together with copies of any development agreements, planned-unit-development approvals, or specific-plan approvals. For each approved site plan, please provide the approval date, the approving authority, and any conditions of approval.
Request 42. Copies of all building permits, construction permits, grading permits, and certificates of occupancy (or the renewable-energy equivalent, such as a certificate of compliance or a certificate of completion) for each operating project site. For projects under construction, please provide copies of all building and construction permits that have been obtained to date and a description of any permits not yet obtained and the expected timeline for obtaining them.
Request 43. Copies of all county or municipal resolutions, orders, ordinances, or other legislative or administrative actions approving the siting of wind turbines, solar panels, battery energy storage systems, substations, transmission lines, or related infrastructure on any project site. This includes any required approvals from county commissioners' courts, planning commissions, boards of adjustment, or other local governmental bodies.
Request 44. A description of any pending zoning applications, appeals, administrative proceedings, judicial challenges, or citizen petitions challenging or seeking modification of any land-use approval for any project site, together with copies of any related filings, correspondence, or orders.
Request 45. Copies of any tax abatement agreements, tax incentive agreements, or similar governmental incentive agreements tied to the real property, including, without limitation:
(a) Texas Tax Code Chapter 312 tax abatement agreements;
(b) Texas Tax Code Chapter 313 appraised-value limitation agreements (noting that Chapter 313 expired on December 31, 2022, but existing agreements remain in effect);
(c) payment-in-lieu-of-taxes ("PILOT") agreements;
(d) tax increment financing ("TIF") agreements;
(e) enterprise zone or opportunity zone designations; and
(f) any other state or local tax incentive agreements applicable to the Company's project sites in Texas, New Mexico, Arizona, California, or Oklahoma.
For each such agreement, please provide the agreement itself, all amendments, the governmental entity party to the agreement, the term of the agreement, the estimated annual tax benefit, and any compliance conditions (e.g., minimum investment requirements, job-creation requirements, or clawback provisions).
Request 46. Copies of any decommissioning agreements, decommissioning plans, decommissioning bonds, letters of credit, or other financial assurances required by governmental authorities, lessors, or lenders for the removal of project infrastructure at end of useful life, including: (a) the governmental authority or counterparty requiring the assurance, (b) the estimated decommissioning cost, (c) the amount and type of financial assurance currently in place, and (d) the timing and conditions for decommissioning obligations. Please also provide copies of any cost estimates prepared for decommissioning, whether by the Company's engineers or by third-party consultants.
SECTION VII — ENVIRONMENTAL AND LAND-USE RESTRICTIONS
Request 47. Copies of any deed restrictions, restrictive covenants, declarations of covenants, conditions, and restrictions ("CC&Rs"), conservation easements, environmental covenants, or agricultural preservation easements affecting any project site. For each such restriction, please identify the property affected, the nature of the restriction, the party or entity benefited by the restriction, and whether the restriction has been waived, modified, or terminated.
Request 48. A description of any wetlands, floodplains, or protected habitats located on or adjacent to any project site, including:
(a) delineated wetlands (including jurisdictional wetlands under Section 404 of the Clean Water Act);
(b) areas within designated 100-year or 500-year floodplains as shown on FEMA Flood Insurance Rate Maps (FIRMs);
(c) habitat for threatened or endangered species listed under the Endangered Species Act or applicable state wildlife-protection laws; and
(d) any other environmentally sensitive areas identified in connection with environmental reviews or permitting processes.
For each such area, please provide copies of any related permits, mitigation plans, habitat conservation plans, biological assessments, biological opinions, or consultation documents. Cross-reference: Environmental site assessments conducted by Greenridge Environmental Sciences LLC (Dr. Nadine Torres) are also responsive to this request.
Request 49. Copies of any notices, orders, consent decrees, administrative orders, or agreements with state or federal environmental agencies (including the U.S. Environmental Protection Agency, applicable state environmental agencies, and any local environmental authorities) relating to contamination, remediation, cleanup obligations, or environmental compliance on any project site.
Request 50. Copies of any cultural resource surveys, archaeological surveys, or historic preservation reviews conducted for any project site, including: (a) Section 106 consultation under the National Historic Preservation Act, (b) state-level cultural resource reviews, and (c) any programmatic agreements or memoranda of understanding with State Historic Preservation Officers or Tribal Historic Preservation Officers. Please also provide copies of any cultural resource management plans or mitigation plans.
SECTION VIII — THIRD-PARTY INTERESTS AND SHARED FACILITIES
Request 51. A description of any mineral rights, subsurface rights, or mineral leases burdening any project site, including:
(a) a description of the nature and extent of the mineral interest (e.g., fee mineral interest, mineral lease, royalty interest, overriding royalty interest);
(b) the identity of the mineral-interest holder or mineral lessee;