1015-00003 · Calloway-Briggs Renewables Inc · Closing

officers-certificate-financial-close.docx DOCUMENT Finance & Banking

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OFFICER'S CERTIFICATE AND BRING-DOWN CERTIFICATE

Delivered Pursuant to Section 4.01 of the Credit Agreement

February 10, 2023

Delivered by:

Sandra M. Briggs, in her capacity as (a) President and Chief Operating Officer of Calloway-Briggs Renewables Inc., a Texas corporation ("CBR" or the "Guarantor"), and (b) an authorized officer of Lone Star Storage I, LLC, a Texas limited liability company (the "Borrower" or "LSS")

Delivered to:

Brazos River National Bank, N.A., a national banking association, as Administrative Agent and Lender ("BRNB" or the "Lender") 600 Main Street Fort Worth, Texas 76102

Attention: Angela P. Montrose, Senior Vice President, Energy Finance

Reference:

Credit Agreement dated as of December 1, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among Lone Star Storage I, LLC, as Borrower, Calloway-Briggs Renewables Inc., as Guarantor, and Brazos River National Bank, N.A., as Administrative Agent and Lender, providing for a $26,000,000 construction-to-term loan facility (the "Facility")

Project:

Lone Star Battery Storage Project — a 50 MW / 200 MWh lithium iron phosphate ("LFP") battery energy storage system located in Ector County, Texas (the "Project")

Matter Context:

Financial Close and initial advance under the Facility

RECITALS

WHEREAS, Lone Star Storage I, LLC, as Borrower, Calloway-Briggs Renewables Inc., as Guarantor, and Brazos River National Bank, N.A., as Administrative Agent and Lender, entered into that certain Credit Agreement dated as of December 1, 2022, pursuant to which BRNB has agreed to extend a $26,000,000 construction-to-term loan facility to the Borrower for the purpose of financing the development, construction, testing, commissioning, and operation of the Project;

WHEREAS, Section 1.01 of the Credit Agreement defines the "Financial Close Date" as the date on which all conditions precedent set forth in Section 4.01 of the Credit Agreement have been satisfied or waived by the Lender, and the parties have determined that February 10, 2023 shall constitute the Financial Close Date;

WHEREAS, this Officer's Certificate and Bring-Down Certificate (this "Certificate") is delivered pursuant to the conditions precedent provisions set forth in Section 4.01 of the Credit Agreement in connection with the initial advance of loan proceeds under the Facility;

WHEREAS, the "Loan Documents" (as defined in the Credit Agreement) include, without limitation, the following instruments and agreements:

(a) the Credit Agreement;

(b) the Collateral Assignment of Project Contracts dated as of December 1, 2022 (the "Collateral Assignment"), executed by Lone Star Storage I, LLC in favor of BRNB, pursuant to which the Borrower has collaterally assigned to BRNB all of its right, title, and interest in and to the EPC Agreement, the Equipment Supply Agreement, the Ground Lease, and the Interconnection Agreement (each as defined herein);

(c) the Completion Guarantee dated as of December 1, 2022 (the "Completion Guarantee"), executed by Calloway-Briggs Renewables Inc. in favor of BRNB, guaranteeing the timely completion of the Project in accordance with the terms of the Credit Agreement;

(d) the Pledge Agreement dated as of December 1, 2022 (the "Pledge Agreement"), executed by Calloway-Briggs Renewables Inc. in favor of BRNB, pursuant to which CBR has pledged one hundred percent (100%) of the membership interests in Lone Star Storage I, LLC as collateral security for the obligations under the Facility; and

(e) all related ancillary documents, instruments, certificates, notices, and agreements executed and delivered in connection with the foregoing;

WHEREAS, the "Project Contracts" (as defined in the Credit Agreement) consist of the following agreements:

(a) that certain Engineering, Procurement, and Construction Agreement dated as of December 1, 2022 (the "EPC Agreement"), by and between Lone Star Storage I, LLC, as Owner, and Meridian Power Construction, Inc., a Delaware corporation, as Contractor (the "EPC Contractor"), with a Contract Price of $31,200,000, for the design, engineering, procurement, construction, testing, and commissioning of the Project;

(b) that certain Equipment Supply Agreement dated as of December 1, 2022 (the "Equipment Supply Agreement"), by and between Lone Star Storage I, LLC and Harmon-Dietrich Energy Solutions, LLC, a Delaware limited liability company (the "Equipment Supplier"), with a Contract Value of $18,400,000, for the supply and delivery of LFP battery modules, power conversion systems, battery management systems, thermal management equipment, and container enclosures;

(c) that certain Ground Lease dated as of December 1, 2022 (the "Ground Lease"), by and between Permian Basin Land Holdings, LP, a Texas limited partnership, as Lessor, and Lone Star Storage I, LLC, as Lessee, covering a fifteen (15)-acre parcel constituting a portion of Survey No. 42, Block 42, T-1-S, T&P RR Co. Survey, Ector County, Texas; and

(d) that certain Interconnection Agreement effective as of December 1, 2022 (the "Interconnection Agreement"), for the interconnection of the 50 MW battery energy storage system at the Western Permian 138 kV Substation, Ector County, Texas, ERCOT Queue No. INR-22-03347;

WHEREAS, capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Credit Agreement; and

WHEREAS, the undersigned, Sandra M. Briggs, serves as President and Chief Operating Officer of Calloway-Briggs Renewables Inc. and, in such capacity and by virtue of the resolutions and authorizations described herein, is an authorized officer of Lone Star Storage I, LLC, and is delivering this Certificate in her dual capacity on behalf of both CBR (as Guarantor) and Lone Star Storage I, LLC (as Borrower).

NOW, THEREFORE, the undersigned hereby certifies and represents as follows:

SECTION 1: AUTHORITY AND CAPACITY

1.1 Authority of Sandra M. Briggs with Respect to CBR. Sandra M. Briggs is the duly elected, qualified, and acting President and Chief Operating Officer of Calloway-Briggs Renewables Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, with its principal office located at 2200 West Commerce Street, Suite 1400, Houston, Texas 77002, Employer Identification Number 82-3047591. Sandra M. Briggs was duly appointed to her current position by the Board of Directors of CBR and has continuously served in such capacity since the date of her appointment. She has full power and authority to execute and deliver this Certificate and to make the certifications, representations, and statements contained herein on behalf of CBR.

1.2 CBR as Sole Member and Manager of the Borrower. Calloway-Briggs Renewables Inc. is the sole member and Manager of Lone Star Storage I, LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas, Employer Identification Number 88-1623504. The registered agent of Lone Star Storage I, LLC is CT Agents of Texas, LLC, located at 1999 Bryan Street, Suite 900, Dallas, Texas 75201. CBR holds one hundred percent (100%) of the membership interests in the Borrower and serves as the sole Manager of the Borrower pursuant to the terms of the Limited Liability Company Agreement of Lone Star Storage I, LLC.

1.3 Authority of Sandra M. Briggs with Respect to the Borrower. Sandra M. Briggs is an authorized officer of Lone Star Storage I, LLC by virtue of her position as President and Chief Operating Officer of CBR, the sole member and Manager of the Borrower. Pursuant to resolutions duly adopted by CBR in its capacity as Manager of Lone Star Storage I, LLC (copies of which are attached hereto as part of Exhibit B), Sandra M. Briggs has been authorized to execute, deliver, and perform this Certificate and all related documents, instruments, and agreements on behalf of the Borrower in connection with the Credit Agreement and the transactions contemplated thereby.

1.4 Dual Capacity Certification. Sandra M. Briggs is delivering this Certificate in her dual capacity on behalf of both (a) Calloway-Briggs Renewables Inc., as Guarantor under the Completion Guarantee and the Credit Agreement, and (b) Lone Star Storage I, LLC, as Borrower under the Credit Agreement, to Brazos River National Bank, N.A. in its capacity as Administrative Agent and Lender under the Credit Agreement. The execution and delivery of this Certificate have been duly authorized by all necessary corporate action on the part of CBR and by all necessary limited liability company action on the part of the Borrower, and no further authorization or approval is required in connection herewith.

SECTION 2: BRING-DOWN OF REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Calloway-Briggs Renewables Inc. The undersigned hereby certifies that all representations and warranties made by Calloway-Briggs Renewables Inc. in the Credit Agreement, the Completion Guarantee, and each other Loan Document to which CBR is a party are true and correct in all material respects as of the Financial Close Date (February 10, 2023), with the same force and effect as though made on and as of the Financial Close Date. To the extent that any such representations and warranties expressly relate to an earlier date (including, without limitation, the signing date of December 1, 2022), such representations and warranties are true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned confirms that the representations and warranties of CBR set forth in Article V of the Credit Agreement and in Section 3 of the Completion Guarantee, including those relating to corporate existence, power and authority, no conflict, governmental approvals, financial statements, litigation, compliance with laws, tax matters, ERISA compliance, ownership of the Borrower, and environmental matters, are hereby reaffirmed and brought down to the Financial Close Date.

2.2 Representations and Warranties of Lone Star Storage I, LLC. The undersigned hereby certifies that all representations and warranties made by Lone Star Storage I, LLC in the Credit Agreement, the Collateral Assignment of Project Contracts, and each other Loan Document to which the Borrower is a party are true and correct in all material respects as of the Financial Close Date (February 10, 2023), with the same force and effect as though made on and as of the Financial Close Date. To the extent that any such representations and warranties expressly relate to an earlier date (including, without limitation, the signing date of December 1, 2022), such representations and warranties are true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned confirms that the representations and warranties of the Borrower set forth in Article V of the Credit Agreement and in Section 2 of the Collateral Assignment, including those relating to due organization, valid existence, power and authority, enforceability, no conflict, ownership of Project assets, status and validity of Project Contracts, title to the leasehold interest in the Project site, absence of liens (other than Permitted Liens), compliance with applicable laws and regulations, environmental compliance, ERCOT interconnection status, and insurance coverage, are hereby reaffirmed and brought down to the Financial Close Date.

2.3 No Material Adverse Change. The undersigned hereby certifies that since December 1, 2022 (the date of execution of the Credit Agreement), there has been no event, condition, circumstance, or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) on (a) the business, operations, assets, liabilities, financial condition, or prospects of Calloway-Briggs Renewables Inc., (b) the business, operations, assets, liabilities, financial condition, or prospects of Lone Star Storage I, LLC, (c) the Project, including the technical feasibility, construction schedule, or projected economics thereof, (d) the ability of CBR or the Borrower to perform its respective obligations under the Loan Documents or the Project Contracts, or (e) the validity, enforceability, or priority of any Loan Document or the rights and remedies of BRNB thereunder.

SECTION 3: NO DEFAULT

3.1 No Event of Default. The undersigned hereby certifies that no Event of Default (as defined in Article VIII of the Credit Agreement) has occurred and is continuing as of the Financial Close Date (February 10, 2023). Each of CBR and Lone Star Storage I, LLC is in compliance with all covenants, agreements, and obligations under the Credit Agreement and each other Loan Document to which it is a party.

3.2 No Incipient Default. The undersigned hereby certifies that no event or condition has occurred that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default under the Credit Agreement or any other Loan Document. Without limiting the foregoing, no payment default, covenant default, cross-default, judgment default, insolvency event, or change-of-control event (each as described in Article VIII of the Credit Agreement) has occurred or is reasonably expected to occur.

3.3 No Default Under Project Contracts. The undersigned hereby certifies that neither Calloway-Briggs Renewables Inc. nor Lone Star Storage I, LLC is in default under any Project Contract, and no counterparty to any Project Contract has given written or oral notice of default, breach, or termination or asserted any claim of non-performance. Specifically, and without limitation:

(a) The EPC Agreement dated December 1, 2022 with Meridian Power Construction, Inc. remains in full force and effect, and no notice of default, termination, or suspension has been given by either party thereto;

(b) The Equipment Supply Agreement dated December 1, 2022 with Harmon-Dietrich Energy Solutions, LLC remains in full force and effect, and no notice of default, termination, delay, force majeure, or cancellation has been given by either party thereto;

(c) The Ground Lease dated December 1, 2022 with Permian Basin Land Holdings, LP remains in full force and effect, and no notice of default, termination, or forfeiture has been given by either party thereto; and

(d) The Interconnection Agreement effective December 1, 2022 remains in full force and effect, and no notice of default, termination, suspension, withdrawal, or material modification has been given by any party thereto or by ERCOT.

SECTION 4: SATISFACTION OF CONDITIONS PRECEDENT

4.1 General Statement. The undersigned hereby certifies that, to the best of her knowledge after due inquiry, all conditions precedent to the initial advance of loan proceeds under the Facility, as set forth in Section 4.01 of the Credit Agreement, have been satisfied (or, to the extent applicable, waived in writing by BRNB) as of the Financial Close Date (February 10, 2023). The undersigned further certifies that all documents, instruments, certificates, opinions, reports, and other items required to be delivered as conditions precedent to the initial advance have been duly executed, delivered, and, where applicable, filed or recorded. Without limiting the generality of the foregoing, the undersigned specifically certifies as follows:

4.2 Executed Transaction Documents. The following fully executed transaction documents have been delivered to BRNB, each in form and substance satisfactory to BRNB and its counsel:

(a) EPC Agreement. That certain Engineering, Procurement, and Construction Agreement dated as of December 1, 2022, by and between Lone Star Storage I, LLC, as Owner, and Meridian Power Construction, Inc., a Delaware corporation, as Contractor, with a Contract Price of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), providing for the design, engineering, procurement, construction, testing, and commissioning of the 50 MW / 200 MWh lithium iron phosphate battery energy storage system in Ector County, Texas. The EPC Agreement provides for a Guaranteed Commercial Operation Date ("Guaranteed COD") of September 1, 2023, subject to extensions for Force Majeure Events and Owner-caused delays as set forth therein. The EPC Agreement includes customary performance guarantees, liquidated damages provisions (including delay liquidated damages and performance liquidated damages), warranty provisions (a two (2)-year general warranty period), and contractor indemnification obligations.

(b) Equipment Supply Agreement. That certain Equipment Supply Agreement dated as of December 1, 2022, by and between Lone Star Storage I, LLC and Harmon-Dietrich Energy Solutions, LLC, a Delaware limited liability company, with a Contract Value of Eighteen Million Four Hundred Thousand Dollars ($18,400,000), for the supply and delivery of the following equipment and systems for the Project: (i) LFP battery modules (Model HD-LFP-200E); (ii) ten (10) × 5 MW power conversion systems; (iii) battery management system; (iv) thermal management system; and (v) container enclosures. Delivery of such equipment is scheduled FOB Project site in four (4) shipments between March 15, 2023 and June 1, 2023, in accordance with the delivery schedule set forth in Exhibit C to the Equipment Supply Agreement. The Equipment Supply Agreement includes customary equipment warranties (including a ten (10)-year capacity warranty on battery modules), acceptance testing procedures, and defect remedy obligations.

(c) Ground Lease. That certain Ground Lease dated as of December 1, 2022, by and between Permian Basin Land Holdings, LP, a Texas limited partnership, as Lessor, and Lone Star Storage I, LLC, as Lessee, covering a fifteen (15)-acre parcel of land constituting a portion of Survey No. 42, Block 42, T-1-S, T&P RR Co. Survey, Ector County, Texas, more particularly described in the metes and bounds description attached as Exhibit A to the Ground Lease. The Ground Lease has an initial term of twenty-five (25) years commencing on December 1, 2022, with two (2) successive five (5)-year renewal options exercisable by the Lessee. The Ground Lease has been delivered together with a Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") duly executed by Permian Basin Land Holdings, LP in favor of BRNB, in form and substance satisfactory to BRNB.

(d) Interconnection Agreement. That certain Interconnection Agreement effective as of December 1, 2022, for the interconnection of the 50 MW battery energy storage system at the Western Permian 138 kV Substation, Ector County, Texas, assigned ERCOT Queue No. INR-22-03347. The Interconnection Agreement provides for estimated network upgrade costs of Two Million Eight Hundred Thousand Dollars ($2,800,000), which costs are accounted for in the Project budget set forth in the Credit Agreement. The Interconnection Agreement contains customary terms regarding the scope of interconnection facilities, study procedures, construction milestones, security requirements, and indemnification.

4.3 Financing Documents. The following financing documents have been delivered to BRNB, each duly executed and in form and substance satisfactory to BRNB and its counsel:

(a) Credit Agreement. The Credit Agreement, dated as of December 1, 2022, fully executed by Lone Star Storage I, LLC, as Borrower, Calloway-Briggs Renewables Inc., as Guarantor, and Brazos River National Bank, N.A., as Administrative Agent and Lender, together with all schedules and exhibits thereto.

(b) Collateral Assignment of Project Contracts. The Collateral Assignment of Project Contracts, dated as of December 1, 2022, fully executed by Lone Star Storage I, LLC in favor of BRNB, together with duly executed consents to collateral assignment from each of the following counterparties: (i) Meridian Power Construction, Inc. (as EPC Contractor under the EPC Agreement); (ii) Harmon-Dietrich Energy Solutions, LLC (as Equipment Supplier under the Equipment Supply Agreement); (iii) Permian Basin Land Holdings, LP (as Lessor under the Ground Lease); and (iv) Aldermere & Co. (as the applicable transmission and distribution utility in connection with the Interconnection Agreement). Each such consent acknowledges the collateral assignment and contains customary provisions regarding notice, cure rights, and direct agreements in favor of BRNB.

(c) Completion Guarantee. The Completion Guarantee, dated as of December 1, 2022, fully executed by Calloway-Briggs Renewables Inc. in favor of BRNB, guaranteeing the timely completion of the Project in accordance with the Credit Agreement and providing for CBR's obligation to fund cost overruns and cover delays as set forth therein.

(d) Pledge Agreement. The Pledge Agreement, dated as of December 1, 2022, fully executed by Calloway-Briggs Renewables Inc. in favor of BRNB, pursuant to which CBR has pledged one hundred percent (100%) of the membership interests in Lone Star Storage I, LLC to BRNB as collateral security for the obligations under the Credit Agreement. The Pledge Agreement has been delivered together with (i) the original membership interest certificate of Lone Star Storage I, LLC (Certificate No. 1), representing the sole membership interest in the Borrower, and (ii) a duly executed undated transfer power (in blank) with respect to such membership interest certificate.

4.4 Independent Engineer's Report. The undersigned hereby confirms that the independent engineer's report (the "IE Report") prepared by Norgate Technical Advisors, Inc. (Lead Engineer: Dr. Phillip S. Reardon, P.E.), dated January 30, 2023, has been delivered to BRNB. The IE Report addresses the technical feasibility of the Project, the reasonableness of the Project budget and construction schedule, the adequacy of the EPC Agreement and Equipment Supply Agreement, the suitability of the Project site, and the performance characteristics of the LFP battery technology selected for the Project. The IE Report contains no material qualifications or adverse findings regarding the technical feasibility of the Project and concludes that the Project, if constructed in accordance with the EPC Agreement and Equipment Supply Agreement, can reasonably be expected to achieve Commercial Operation by the Guaranteed COD of September 1, 2023. The IE Report was prepared for the benefit of BRNB and contains a customary reliance letter addressed to BRNB.

4.5 Insurance. The undersigned hereby confirms that evidence of the following insurance policies, each in form and substance satisfactory to BRNB, naming BRNB as additional insured and/or loss payee, as applicable, and in the amounts and with the coverage required by Section 6.06 of the Credit Agreement, has been delivered to BRNB:

(a) Builder's Risk Insurance. Builder's risk (all-risk) insurance issued by Commonwealth Specialty Insurance Company, with a policy limit of Forty-Two Million Dollars ($42,000,000), covering all risks of direct physical loss or damage to the Project during the construction period, including coverage for equipment in transit, equipment at the Project site, and delay in start-up. The policy includes BRNB as a named loss payee and contains a standard mortgagee clause.

(b) Commercial General Liability Insurance. Commercial general liability insurance issued by Pinnacle Mutual Assurance Corp., with per-occurrence and aggregate limits in amounts not less than those required under Section 6.06 of the Credit Agreement, covering bodily injury, property damage, personal injury, and contractual liability arising from or related to the construction and operation of the Project. The policy names BRNB as an additional insured.

(c) Insurance Placement. All insurance placement for the Project has been coordinated through Kensington Risk Advisors, LLC (Lead Broker: Dana J. Carwell), and certificates of insurance, together with copies of all relevant policies, endorsements, and binders, have been delivered to BRNB. Kensington Risk Advisors, LLC has provided written confirmation to BRNB that all required insurance policies are in full force and effect and that premiums due through the initial policy period have been paid.

4.6 Environmental. The undersigned hereby confirms that a Phase I Environmental Site Assessment (the "Phase I ESA"), prepared by Terranova Environmental Group, Inc. (Lead Consultant: Karen V. Albrecht), dated September 15, 2022, has been delivered to BRNB. The Phase I ESA was prepared in accordance with ASTM Standard E1527-21 and includes a review of historical land use, regulatory database searches, site reconnaissance, and interviews with knowledgeable parties. The Phase I ESA concluded that no Recognized Environmental Conditions ("RECs"), Controlled Recognized Environmental Conditions ("CRECs"), or Historical Recognized Environmental Conditions ("HRECs") were identified on or in connection with the fifteen (15)-acre Project site. No Phase II Environmental Site Assessment was recommended or required. The Phase I ESA contains a reliance letter permitting reliance by BRNB.

4.7 Title Insurance. The undersigned hereby confirms that a leasehold title insurance policy (the "Title Policy") has been issued by Lone Star Abstract & Title Co., with a coverage amount of Twenty-Six Million Dollars ($26,000,000), insuring the Borrower's leasehold interest in the fifteen (15)-acre Project site (as described in the Ground Lease) and insuring the validity and first-priority lien position of the deed of trust and/or mortgage in favor of BRNB. The Title Policy has been delivered to BRNB and contains no material exceptions other than the standard permitted encumbrances identified in Schedule 1.01(c) to the Credit Agreement (the "Permitted Encumbrances"), which include standard printed exceptions, utility easements of record, and the terms and conditions of the Ground Lease. The Title Policy includes such endorsements as BRNB and its counsel have reasonably required, including, without limitation, a zoning endorsement (or confirmation that no zoning ordinance is applicable), a survey endorsement, a comprehensive endorsement, and a non-imputation endorsement.

4.8 Permits. The undersigned hereby confirms that the following permits, approvals, and authorizations have been duly obtained, are in full force and effect, and are not subject to any pending or threatened revocation, suspension, modification, or appeal:

(a) Building Permit. Ector County Building Permit No. BP-2022-04517, issued by the Ector County Permits and Inspections Department on October 28, 2022, authorizing the construction of the battery energy storage system and associated improvements on the Project site. The building permit remains valid and has not been revoked, suspended, or modified.

(b) Stormwater Permit. Texas Commission on Environmental Quality ("TCEQ") Stormwater General Permit No. TXR150000 (Construction General Permit), with associated Stormwater Pollution Prevention Plan ("SWPPP") filed in November 2022 and Notice of Intent submitted to TCEQ. The Borrower is in compliance with all terms and conditions of the stormwater permit.

(c) Air Quality and FAA Determinations. The undersigned confirms that no TCEQ Air Quality permit is required for the Project, as the battery energy storage system does not produce air emissions and is exempt from permitting under the Texas Clean Air Act and applicable TCEQ regulations. The undersigned further confirms that no Federal Aviation Administration ("FAA") determination of no hazard is required, as all structures associated with the Project are under 200 feet above ground level ("AGL") and the Project site is not located within any airport influence area or obstacle evaluation area.

(d) Endangered Species Review. A desktop review under the Endangered Species Act was completed in August 2022 in coordination with the U.S. Fish and Wildlife Service ("USFWS"). The review concluded that no critical habitat for any listed threatened or endangered species was identified on or adjacent to the Project site, and no further consultation under Section 7 of the Endangered Species Act is required.

4.9 Legal Opinions. The undersigned hereby confirms that the following legal opinion letters have been delivered to BRNB, each dated February 10, 2023, and each in form and substance satisfactory to BRNB:

(a) Borrower's and Guarantor's Counsel Opinion. A legal opinion of Calderwood & Harkness LLP, counsel to Calloway-Briggs Renewables Inc. and Lone Star Storage I, LLC, dated February 10, 2023, signed by George Trujillo, Partner, addressing, among other matters, (i) the due organization, valid existence, and good standing of CBR and the Borrower, (ii) the corporate and limited liability company power and authority to execute, deliver, and perform the Loan Documents and the Project Contracts, (iii) the due authorization, execution, and delivery of the Loan Documents, (iv) the enforceability of the Loan Documents against CBR and the Borrower (subject to customary qualifications and assumptions), (v) no conflicts with organizational documents, applicable laws, or material agreements, (vi) no required governmental consents or approvals (other than those already obtained), and (vii) the creation and perfection of security interests under the Pledge Agreement and the Collateral Assignment.

(b) Lender's Counsel Opinion. A legal opinion of Archibald, Fenn & Shaw LLP, counsel to Brazos River National Bank, N.A., dated February 10, 2023, signed by Robert C. Fenn, Partner, addressing such matters as BRNB and its counsel have deemed appropriate in connection with the Facility and the transactions contemplated by the Credit Agreement.

4.10 Performance and Payment Bonds. The undersigned hereby confirms that the following surety bonds have been issued by Ironclad Surety Corporation, a surety company rated not less than "A-" by A.M. Best Company, in favor of Lone Star Storage I, LLC, and have been delivered to BRNB:

(a) A Performance Bond in the amount of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), representing one hundred percent (100%) of the EPC Contract Price, guaranteeing the faithful performance by Meridian Power Construction, Inc. of its obligations under the EPC Agreement; and

(b) A Payment Bond in the amount of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), representing one hundred percent (100%) of the EPC Contract Price, guaranteeing the payment by Meridian Power Construction, Inc. of all subcontractors, laborers, materialmen, and suppliers in connection with the performance of the EPC Agreement.

Each such bond has been issued in form and substance satisfactory to BRNB and names Lone Star Storage I, LLC as obligee. Dual obligee riders in favor of BRNB have been issued and delivered.

4.11 Equity Contributions. The undersigned hereby confirms that the required equity contributions have been funded or are irrevocably committed to be funded in accordance with the terms and conditions of the Credit Agreement and the equity contribution agreements referenced therein. The total equity commitment for the Project is Fourteen Million Dollars ($14,000,000), representing approximately thirty-five percent (35%) of the total Project development value of Forty Million Dollars ($40,000,000). The equity commitment is structured as follows:

(a) CBR Equity. Calloway-Briggs Renewables Inc. has committed to contribute, and/or has contributed, Nine Million One Hundred Thousand Dollars ($9,100,000), representing sixty-five percent (65%) of the total equity requirement, to Lone Star Storage I, LLC in the form of capital contributions.

(b) Ridgepoint Capital Partners Equity. Ridgepoint Capital Partners, LP has committed to contribute, and/or has contributed (through CBR's capital structure), Four Million Nine Hundred Thousand Dollars ($4,900,000), representing thirty-five percent (35%) of the total equity requirement.

The foregoing equity contributions, together with the $26,000,000 construction loan from the Facility (representing approximately sixty-five percent (65%) of total Project development value), comprise the full sources of funding for the Project as contemplated by the pro forma sources and uses table set forth in Schedule 2.01 of the Credit Agreement.

SECTION 5: ORGANIZATIONAL DOCUMENTS AND RESOLUTIONS

5.1 CBR Organizational Documents. The undersigned hereby certifies that attached hereto as Exhibit A are true, correct, and complete copies of the following documents of Calloway-Briggs Renewables Inc., each of which is in full force and effect as of the Financial Close Date:

(a) Certificate of Formation / Articles of Incorporation. The Certificate of Formation (Articles of Incorporation) of Calloway-Briggs Renewables Inc., as originally filed with the Texas Secretary of State, together with all amendments and restatements thereto through the date hereof. No amendments or restatements to the Certificate of Formation have been filed since the execution date of the Credit Agreement (December 1, 2022).

(b) Bylaws. The Bylaws of Calloway-Briggs Renewables Inc., as currently in effect and as last amended, together with all amendments thereto through the date hereof. No amendments to the Bylaws have been adopted since the execution date of the Credit Agreement.

(c) Certificate of Good Standing. A Certificate of Good Standing (Certificate of Existence) issued by the Texas Secretary of State with respect to Calloway-Briggs Renewables Inc., dated within thirty (30) days of the Financial Close Date, confirming that CBR is in good standing and current in all filing and franchise tax obligations under Texas law.

(d) Board Resolutions. Resolutions duly adopted by the Board of Directors of Calloway-Briggs Renewables Inc. at a meeting duly called and held (or by unanimous written consent in lieu of a meeting) authorizing the execution, delivery, and performance by CBR of the Credit Agreement, the Completion Guarantee, the Pledge Agreement, and all related Loan Documents, and authorizing Sandra M. Briggs, President and Chief Operating Officer, and Raymond T. Calloway, Chairman and Chief Executive Officer, to act on behalf of CBR in connection therewith, including the power to execute and deliver all documents, instruments, certificates, and agreements necessary or desirable in connection with the Facility and the Project.

5.2 Lone Star Storage I, LLC Organizational Documents. The undersigned hereby certifies that attached hereto as Exhibit B are true, correct, and complete copies of the following documents of Lone Star Storage I, LLC, each of which is in full force and effect as of the Financial Close Date:

(a) Certificate of Formation. The Certificate of Formation of Lone Star Storage I, LLC, as filed with the Texas Secretary of State, together with all amendments thereto through the date hereof. No amendments to the Certificate of Formation have been filed since the execution date of the Credit Agreement (December 1, 2022).

(b) Limited Liability Company Agreement (Operating Agreement). The Limited Liability Company Agreement (Operating Agreement) of Lone Star Storage I, LLC, as currently in effect, reflecting Calloway-Briggs Renewables Inc. as the sole member and Manager of the Borrower, together with all amendments and supplements thereto through the date hereof.

(c) Certificate of Good Standing. A Certificate of Good Standing (Certificate of Existence) issued by the Texas Secretary of State with respect to Lone Star Storage I, LLC, dated within thirty (30) days of the Financial Close Date, confirming that the Borrower is in good standing and current in all filing and franchise tax obligations under Texas law.

(d) Manager's Resolutions / Written Consent. Resolutions duly adopted, or written consent duly executed, by Calloway-Briggs Renewables Inc., in its capacity as sole member and Manager of Lone Star Storage I, LLC, authorizing the execution, delivery, and performance by the Borrower of the Credit Agreement, the Collateral Assignment of Project Contracts, the Pledge Agreement (to the extent the Borrower's acknowledgment and consent is required), and all related Loan Documents, as well as the EPC Agreement with Meridian Power Construction, Inc., the Equipment Supply Agreement with Harmon-Dietrich Energy Solutions, LLC, the Ground Lease with Permian Basin Land Holdings, LP, and the Interconnection Agreement, and authorizing Sandra M. Briggs, as an authorized officer of the Borrower (acting in her capacity as President and Chief Operating Officer of the Manager), to act on behalf of Lone Star Storage I, LLC in connection therewith, including the power to execute and deliver all documents, instruments, certificates, and agreements necessary or desirable in connection with the Facility and the Project.

SECTION 6: INCUMBENCY CERTIFICATE

6.1 CBR Officers. The undersigned hereby certifies that the following persons are the duly elected or appointed officers of Calloway-Briggs Renewables Inc. as of the date hereof, that the signatures set forth opposite their respective names below are their true and genuine signatures, and that each such person is authorized to execute and deliver documents, instruments, certificates, and agreements on behalf of CBR in connection with the Loan Documents, the Project Contracts, and the transactions contemplated thereby:

6.2 Lone Star Storage I, LLC Authorized Officers. The undersigned hereby certifies that the following persons are authorized to act on behalf of Lone Star Storage I, LLC, in their respective capacities as authorized representatives of the Manager (Calloway-Briggs Renewables Inc.), and that the signatures set forth opposite their respective names below are their true and genuine signatures, and that each such person is authorized to execute and deliver documents, instruments, certificates, and agreements on behalf of the Borrower in connection with the Loan Documents, the Project Contracts, and the transactions contemplated thereby:

SECTION 7: ADDITIONAL CERTIFICATIONS

7.1 No Litigation. The undersigned hereby certifies that no litigation, arbitration, investigation, governmental proceeding, enforcement action, or other legal or administrative proceeding is pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against Calloway-Briggs Renewables Inc. or Lone Star Storage I, LLC (or any of their respective officers, directors, managers, or members in their capacities as such) that (a) could reasonably be expected to have a Material Adverse Effect on either CBR or the Borrower, (b) challenges or could reasonably be expected to challenge the validity or enforceability of any Loan Document or any Project Contract, (c) seeks to enjoin or restrain the transactions contemplated by the Credit Agreement or the initial advance under the Facility, or (d) relates to the Project, the Project site, or any permit, approval, or authorization required in connection therewith.

7.2 Project Contracts in Full Force and Effect. The undersigned hereby certifies that all Project Contracts, including the EPC Agreement with Meridian Power Construction, Inc., the Equipment Supply Agreement with Harmon-Dietrich Energy Solutions, LLC, the Ground Lease with Permian Basin Land Holdings, LP, and the Interconnection Agreement, remain in full force and effect as of the Financial Close Date. No Project Contract has been amended, modified, supplemented, assigned, or waived since December 1, 2022, except as may have been previously disclosed to and approved in writing by BRNB. No party to any Project Contract has given written or oral notice of termination, cancellation, suspension, or repudiation, and no event has occurred that would entitle any party to terminate any Project Contract.

7.3 Readiness of Project Site. The undersigned hereby certifies that the Project site, located at 4800 West University Boulevard, Odessa, Texas 79764, Ector County, Texas, is ready for the commencement of construction activities in accordance with the EPC Agreement and the construction schedule set forth therein. To the knowledge of the undersigned after due inquiry, no material impediment to the commencement or prosecution of construction at the Project site is known, including, without limitation, any impediment arising from site conditions, environmental contamination, access restrictions, utility availability, third-party claims, or governmental orders or directives.

7.4 ERCOT Interconnection Status. The undersigned hereby certifies that the Borrower's ERCOT interconnection application, bearing Queue No. INR-22-03347 and pending Resource ID LSBESS_01, remains active and in good standing with ERCOT. The Full Interconnection Study for the Project was completed in August 2022 without material adverse findings. All required interconnection study deposits and security postings have been made in a timely manner. No withdrawal, suspension, or adverse action with respect to the interconnection queue position has occurred, and the Borrower is in compliance with all ERCOT procedural requirements applicable to the interconnection process.

7.5 Capital Structure. The undersigned hereby certifies that the capital structure of the Project remains as contemplated by the Credit Agreement and the financial model delivered to BRNB prior to the execution of the Credit Agreement. The total Project development value is Forty Million Dollars ($40,000,000), consisting of (a) Twenty-Six Million Dollars ($26,000,000) in construction loan proceeds under the Facility (representing approximately sixty-five percent (65%) of total Project development value) and (b) Fourteen Million Dollars ($14,000,000) in equity contributions (representing approximately thirty-five percent (35%) of total Project development value). No material change in the sources and uses of funds, the Project budget, or the projected construction schedule has occurred since the execution of the Credit Agreement.

SECTION 8: RELIANCE AND GOVERNING LAW

8.1 Reliance by BRNB. This Certificate is delivered for the benefit of Brazos River National Bank, N.A., in its capacity as Administrative Agent and Lender under the Credit Agreement, and BRNB is entitled to rely on the certifications, representations, and statements made herein in connection with the making of the initial advance of loan proceeds under the Facility and in connection with all subsequent advances, to the extent permitted by and in accordance with the terms of the Credit Agreement. The undersigned acknowledges that BRNB would not make the initial advance under the Facility without the delivery of this Certificate and the certifications contained herein.

8.2 Reliance by Counsel. Calderwood & Harkness LLP (Matter No. 1015-00003), as counsel to Calloway-Briggs Renewables Inc. and Lone Star Storage I, LLC, has relied upon the certifications and factual statements contained in this Certificate in delivering its legal opinion dated February 10, 2023 to BRNB. The undersigned acknowledges that Calderwood & Harkness LLP has not independently verified the factual matters certified herein and has relied upon this Certificate for the purpose of rendering such opinion.

8.3 Reliance by Lender's Counsel. Archibald, Fenn & Shaw LLP, as counsel to Brazos River National Bank, N.A., is also entitled to rely upon the certifications and factual statements contained in this Certificate in connection with its review of the Facility and the satisfaction of the conditions precedent to the initial advance thereunder.

8.4 Governing Law. This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-laws provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate and Bring-Down Certificate as of February 10, 2023.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Sandra M. Briggs

Title: President and Chief Operating Officer

LONE STAR STORAGE I, LLC

By: Calloway-Briggs Renewables Inc., its Manager

By: ________

Name: Sandra M. Briggs

Title: President and Chief Operating Officer of Calloway-Briggs Renewables Inc., as Manager

LIST OF EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Organizational Documents and Resolutions of Calloway-Briggs Renewables Inc.

A-1: Certificate of Formation / Articles of Incorporation (with all amendments thereto)

A-2: Bylaws (as currently in effect)

A-3: Certificate of Good Standing from the Texas Secretary of State (dated within 30 days of February 10, 2023)

A-4: Resolutions of the Board of Directors authorizing Loan Documents and Project transactions

Exhibit B — Organizational Documents and Resolutions of Lone Star Storage I, LLC

B-1: Certificate of Formation (with all amendments thereto)

B-2: Limited Liability Company Agreement / Operating Agreement (as currently in effect)

B-3: Certificate of Good Standing from the Texas Secretary of State (dated within 30 days of February 10, 2023)

B-4: Manager's Resolutions / Written Consent authorizing Loan Documents and Project transactions

[Exhibits A and B follow this page]

Name	Title	Signature
Raymond T. Calloway	Chairman and Chief Executive Officer	_______
Sandra M. Briggs	President and Chief Operating Officer	_______
Name	Title (at CBR, as Manager of LSS)	Signature
Raymond T. Calloway	Chairman and Chief Executive Officer	_______
Sandra M. Briggs	President and Chief Operating Officer	_______

OFFICER'S CERTIFICATE AND BRING-DOWN CERTIFICATE
Delivered Pursuant to Section 4.01 of the Credit Agreement
February 10, 2023
Delivered by:
Sandra M. Briggs, in her capacity as (a) President and Chief Operating Officer of Calloway-Briggs Renewables Inc., a Texas corporation ("CBR" or the "Guarantor"), and (b) an authorized officer of Lone Star Storage I, LLC, a Texas limited liability company (the "Borrower" or "LSS")
Delivered to:
Brazos River National Bank, N.A., a national banking association, as Administrative Agent and Lender ("BRNB" or the "Lender") 600 Main Street Fort Worth, Texas 76102
Attention: Angela P. Montrose, Senior Vice President, Energy Finance
Reference:
Credit Agreement dated as of December 1, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among Lone Star Storage I, LLC, as Borrower, Calloway-Briggs Renewables Inc., as Guarantor, and Brazos River National Bank, N.A., as Administrative Agent and Lender, providing for a $26,000,000 construction-to-term loan facility (the "Facility")
Project:
Lone Star Battery Storage Project — a 50 MW / 200 MWh lithium iron phosphate ("LFP") battery energy storage system located in Ector County, Texas (the "Project")
Matter Context:
Financial Close and initial advance under the Facility
RECITALS
WHEREAS, Lone Star Storage I, LLC, as Borrower, Calloway-Briggs Renewables Inc., as Guarantor, and Brazos River National Bank, N.A., as Administrative Agent and Lender, entered into that certain Credit Agreement dated as of December 1, 2022, pursuant to which BRNB has agreed to extend a $26,000,000 construction-to-term loan facility to the Borrower for the purpose of financing the development, construction, testing, commissioning, and operation of the Project;
WHEREAS, Section 1.01 of the Credit Agreement defines the "Financial Close Date" as the date on which all conditions precedent set forth in Section 4.01 of the Credit Agreement have been satisfied or waived by the Lender, and the parties have determined that February 10, 2023 shall constitute the Financial Close Date;
WHEREAS, this Officer's Certificate and Bring-Down Certificate (this "Certificate") is delivered pursuant to the conditions precedent provisions set forth in Section 4.01 of the Credit Agreement in connection with the initial advance of loan proceeds under the Facility;
WHEREAS, the "Loan Documents" (as defined in the Credit Agreement) include, without limitation, the following instruments and agreements:
(a) the Credit Agreement;
(b) the Collateral Assignment of Project Contracts dated as of December 1, 2022 (the "Collateral Assignment"), executed by Lone Star Storage I, LLC in favor of BRNB, pursuant to which the Borrower has collaterally assigned to BRNB all of its right, title, and interest in and to the EPC Agreement, the Equipment Supply Agreement, the Ground Lease, and the Interconnection Agreement (each as defined herein);
(c) the Completion Guarantee dated as of December 1, 2022 (the "Completion Guarantee"), executed by Calloway-Briggs Renewables Inc. in favor of BRNB, guaranteeing the timely completion of the Project in accordance with the terms of the Credit Agreement;
(d) the Pledge Agreement dated as of December 1, 2022 (the "Pledge Agreement"), executed by Calloway-Briggs Renewables Inc. in favor of BRNB, pursuant to which CBR has pledged one hundred percent (100%) of the membership interests in Lone Star Storage I, LLC as collateral security for the obligations under the Facility; and
(e) all related ancillary documents, instruments, certificates, notices, and agreements executed and delivered in connection with the foregoing;
WHEREAS, the "Project Contracts" (as defined in the Credit Agreement) consist of the following agreements:
(a) that certain Engineering, Procurement, and Construction Agreement dated as of December 1, 2022 (the "EPC Agreement"), by and between Lone Star Storage I, LLC, as Owner, and Meridian Power Construction, Inc., a Delaware corporation, as Contractor (the "EPC Contractor"), with a Contract Price of $31,200,000, for the design, engineering, procurement, construction, testing, and commissioning of the Project;
(b) that certain Equipment Supply Agreement dated as of December 1, 2022 (the "Equipment Supply Agreement"), by and between Lone Star Storage I, LLC and Harmon-Dietrich Energy Solutions, LLC, a Delaware limited liability company (the "Equipment Supplier"), with a Contract Value of $18,400,000, for the supply and delivery of LFP battery modules, power conversion systems, battery management systems, thermal management equipment, and container enclosures;
(c) that certain Ground Lease dated as of December 1, 2022 (the "Ground Lease"), by and between Permian Basin Land Holdings, LP, a Texas limited partnership, as Lessor, and Lone Star Storage I, LLC, as Lessee, covering a fifteen (15)-acre parcel constituting a portion of Survey No. 42, Block 42, T-1-S, T&P RR Co. Survey, Ector County, Texas; and
(d) that certain Interconnection Agreement effective as of December 1, 2022 (the "Interconnection Agreement"), for the interconnection of the 50 MW battery energy storage system at the Western Permian 138 kV Substation, Ector County, Texas, ERCOT Queue No. INR-22-03347;
WHEREAS, capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Credit Agreement; and
WHEREAS, the undersigned, Sandra M. Briggs, serves as President and Chief Operating Officer of Calloway-Briggs Renewables Inc. and, in such capacity and by virtue of the resolutions and authorizations described herein, is an authorized officer of Lone Star Storage I, LLC, and is delivering this Certificate in her dual capacity on behalf of both CBR (as Guarantor) and Lone Star Storage I, LLC (as Borrower).
NOW, THEREFORE, the undersigned hereby certifies and represents as follows:
SECTION 1: AUTHORITY AND CAPACITY
1.1 Authority of Sandra M. Briggs with Respect to CBR. Sandra M. Briggs is the duly elected, qualified, and acting President and Chief Operating Officer of Calloway-Briggs Renewables Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, with its principal office located at 2200 West Commerce Street, Suite 1400, Houston, Texas 77002, Employer Identification Number 82-3047591. Sandra M. Briggs was duly appointed to her current position by the Board of Directors of CBR and has continuously served in such capacity since the date of her appointment. She has full power and authority to execute and deliver this Certificate and to make the certifications, representations, and statements contained herein on behalf of CBR.
1.2 CBR as Sole Member and Manager of the Borrower. Calloway-Briggs Renewables Inc. is the sole member and Manager of Lone Star Storage I, LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas, Employer Identification Number 88-1623504. The registered agent of Lone Star Storage I, LLC is CT Agents of Texas, LLC, located at 1999 Bryan Street, Suite 900, Dallas, Texas 75201. CBR holds one hundred percent (100%) of the membership interests in the Borrower and serves as the sole Manager of the Borrower pursuant to the terms of the Limited Liability Company Agreement of Lone Star Storage I, LLC.
1.3 Authority of Sandra M. Briggs with Respect to the Borrower. Sandra M. Briggs is an authorized officer of Lone Star Storage I, LLC by virtue of her position as President and Chief Operating Officer of CBR, the sole member and Manager of the Borrower. Pursuant to resolutions duly adopted by CBR in its capacity as Manager of Lone Star Storage I, LLC (copies of which are attached hereto as part of Exhibit B), Sandra M. Briggs has been authorized to execute, deliver, and perform this Certificate and all related documents, instruments, and agreements on behalf of the Borrower in connection with the Credit Agreement and the transactions contemplated thereby.
1.4 Dual Capacity Certification. Sandra M. Briggs is delivering this Certificate in her dual capacity on behalf of both (a) Calloway-Briggs Renewables Inc., as Guarantor under the Completion Guarantee and the Credit Agreement, and (b) Lone Star Storage I, LLC, as Borrower under the Credit Agreement, to Brazos River National Bank, N.A. in its capacity as Administrative Agent and Lender under the Credit Agreement. The execution and delivery of this Certificate have been duly authorized by all necessary corporate action on the part of CBR and by all necessary limited liability company action on the part of the Borrower, and no further authorization or approval is required in connection herewith.
SECTION 2: BRING-DOWN OF REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Calloway-Briggs Renewables Inc. The undersigned hereby certifies that all representations and warranties made by Calloway-Briggs Renewables Inc. in the Credit Agreement, the Completion Guarantee, and each other Loan Document to which CBR is a party are true and correct in all material respects as of the Financial Close Date (February 10, 2023), with the same force and effect as though made on and as of the Financial Close Date. To the extent that any such representations and warranties expressly relate to an earlier date (including, without limitation, the signing date of December 1, 2022), such representations and warranties are true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned confirms that the representations and warranties of CBR set forth in Article V of the Credit Agreement and in Section 3 of the Completion Guarantee, including those relating to corporate existence, power and authority, no conflict, governmental approvals, financial statements, litigation, compliance with laws, tax matters, ERISA compliance, ownership of the Borrower, and environmental matters, are hereby reaffirmed and brought down to the Financial Close Date.
2.2 Representations and Warranties of Lone Star Storage I, LLC. The undersigned hereby certifies that all representations and warranties made by Lone Star Storage I, LLC in the Credit Agreement, the Collateral Assignment of Project Contracts, and each other Loan Document to which the Borrower is a party are true and correct in all material respects as of the Financial Close Date (February 10, 2023), with the same force and effect as though made on and as of the Financial Close Date. To the extent that any such representations and warranties expressly relate to an earlier date (including, without limitation, the signing date of December 1, 2022), such representations and warranties are true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned confirms that the representations and warranties of the Borrower set forth in Article V of the Credit Agreement and in Section 2 of the Collateral Assignment, including those relating to due organization, valid existence, power and authority, enforceability, no conflict, ownership of Project assets, status and validity of Project Contracts, title to the leasehold interest in the Project site, absence of liens (other than Permitted Liens), compliance with applicable laws and regulations, environmental compliance, ERCOT interconnection status, and insurance coverage, are hereby reaffirmed and brought down to the Financial Close Date.
2.3 No Material Adverse Change. The undersigned hereby certifies that since December 1, 2022 (the date of execution of the Credit Agreement), there has been no event, condition, circumstance, or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) on (a) the business, operations, assets, liabilities, financial condition, or prospects of Calloway-Briggs Renewables Inc., (b) the business, operations, assets, liabilities, financial condition, or prospects of Lone Star Storage I, LLC, (c) the Project, including the technical feasibility, construction schedule, or projected economics thereof, (d) the ability of CBR or the Borrower to perform its respective obligations under the Loan Documents or the Project Contracts, or (e) the validity, enforceability, or priority of any Loan Document or the rights and remedies of BRNB thereunder.
SECTION 3: NO DEFAULT
3.1 No Event of Default. The undersigned hereby certifies that no Event of Default (as defined in Article VIII of the Credit Agreement) has occurred and is continuing as of the Financial Close Date (February 10, 2023). Each of CBR and Lone Star Storage I, LLC is in compliance with all covenants, agreements, and obligations under the Credit Agreement and each other Loan Document to which it is a party.
3.2 No Incipient Default. The undersigned hereby certifies that no event or condition has occurred that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default under the Credit Agreement or any other Loan Document. Without limiting the foregoing, no payment default, covenant default, cross-default, judgment default, insolvency event, or change-of-control event (each as described in Article VIII of the Credit Agreement) has occurred or is reasonably expected to occur.
3.3 No Default Under Project Contracts. The undersigned hereby certifies that neither Calloway-Briggs Renewables Inc. nor Lone Star Storage I, LLC is in default under any Project Contract, and no counterparty to any Project Contract has given written or oral notice of default, breach, or termination or asserted any claim of non-performance. Specifically, and without limitation:
(a) The EPC Agreement dated December 1, 2022 with Meridian Power Construction, Inc. remains in full force and effect, and no notice of default, termination, or suspension has been given by either party thereto;
(b) The Equipment Supply Agreement dated December 1, 2022 with Harmon-Dietrich Energy Solutions, LLC remains in full force and effect, and no notice of default, termination, delay, force majeure, or cancellation has been given by either party thereto;
(c) The Ground Lease dated December 1, 2022 with Permian Basin Land Holdings, LP remains in full force and effect, and no notice of default, termination, or forfeiture has been given by either party thereto; and
(d) The Interconnection Agreement effective December 1, 2022 remains in full force and effect, and no notice of default, termination, suspension, withdrawal, or material modification has been given by any party thereto or by ERCOT.
SECTION 4: SATISFACTION OF CONDITIONS PRECEDENT
4.1 General Statement. The undersigned hereby certifies that, to the best of her knowledge after due inquiry, all conditions precedent to the initial advance of loan proceeds under the Facility, as set forth in Section 4.01 of the Credit Agreement, have been satisfied (or, to the extent applicable, waived in writing by BRNB) as of the Financial Close Date (February 10, 2023). The undersigned further certifies that all documents, instruments, certificates, opinions, reports, and other items required to be delivered as conditions precedent to the initial advance have been duly executed, delivered, and, where applicable, filed or recorded. Without limiting the generality of the foregoing, the undersigned specifically certifies as follows:
4.2 Executed Transaction Documents. The following fully executed transaction documents have been delivered to BRNB, each in form and substance satisfactory to BRNB and its counsel:
(a) EPC Agreement. That certain Engineering, Procurement, and Construction Agreement dated as of December 1, 2022, by and between Lone Star Storage I, LLC, as Owner, and Meridian Power Construction, Inc., a Delaware corporation, as Contractor, with a Contract Price of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), providing for the design, engineering, procurement, construction, testing, and commissioning of the 50 MW / 200 MWh lithium iron phosphate battery energy storage system in Ector County, Texas. The EPC Agreement provides for a Guaranteed Commercial Operation Date ("Guaranteed COD") of September 1, 2023, subject to extensions for Force Majeure Events and Owner-caused delays as set forth therein. The EPC Agreement includes customary performance guarantees, liquidated damages provisions (including delay liquidated damages and performance liquidated damages), warranty provisions (a two (2)-year general warranty period), and contractor indemnification obligations.
(b) Equipment Supply Agreement. That certain Equipment Supply Agreement dated as of December 1, 2022, by and between Lone Star Storage I, LLC and Harmon-Dietrich Energy Solutions, LLC, a Delaware limited liability company, with a Contract Value of Eighteen Million Four Hundred Thousand Dollars ($18,400,000), for the supply and delivery of the following equipment and systems for the Project: (i) LFP battery modules (Model HD-LFP-200E); (ii) ten (10) × 5 MW power conversion systems; (iii) battery management system; (iv) thermal management system; and (v) container enclosures. Delivery of such equipment is scheduled FOB Project site in four (4) shipments between March 15, 2023 and June 1, 2023, in accordance with the delivery schedule set forth in Exhibit C to the Equipment Supply Agreement. The Equipment Supply Agreement includes customary equipment warranties (including a ten (10)-year capacity warranty on battery modules), acceptance testing procedures, and defect remedy obligations.
(c) Ground Lease. That certain Ground Lease dated as of December 1, 2022, by and between Permian Basin Land Holdings, LP, a Texas limited partnership, as Lessor, and Lone Star Storage I, LLC, as Lessee, covering a fifteen (15)-acre parcel of land constituting a portion of Survey No. 42, Block 42, T-1-S, T&P RR Co. Survey, Ector County, Texas, more particularly described in the metes and bounds description attached as Exhibit A to the Ground Lease. The Ground Lease has an initial term of twenty-five (25) years commencing on December 1, 2022, with two (2) successive five (5)-year renewal options exercisable by the Lessee. The Ground Lease has been delivered together with a Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") duly executed by Permian Basin Land Holdings, LP in favor of BRNB, in form and substance satisfactory to BRNB.
(d) Interconnection Agreement. That certain Interconnection Agreement effective as of December 1, 2022, for the interconnection of the 50 MW battery energy storage system at the Western Permian 138 kV Substation, Ector County, Texas, assigned ERCOT Queue No. INR-22-03347. The Interconnection Agreement provides for estimated network upgrade costs of Two Million Eight Hundred Thousand Dollars ($2,800,000), which costs are accounted for in the Project budget set forth in the Credit Agreement. The Interconnection Agreement contains customary terms regarding the scope of interconnection facilities, study procedures, construction milestones, security requirements, and indemnification.
4.3 Financing Documents. The following financing documents have been delivered to BRNB, each duly executed and in form and substance satisfactory to BRNB and its counsel:
(a) Credit Agreement. The Credit Agreement, dated as of December 1, 2022, fully executed by Lone Star Storage I, LLC, as Borrower, Calloway-Briggs Renewables Inc., as Guarantor, and Brazos River National Bank, N.A., as Administrative Agent and Lender, together with all schedules and exhibits thereto.
(b) Collateral Assignment of Project Contracts. The Collateral Assignment of Project Contracts, dated as of December 1, 2022, fully executed by Lone Star Storage I, LLC in favor of BRNB, together with duly executed consents to collateral assignment from each of the following counterparties: (i) Meridian Power Construction, Inc. (as EPC Contractor under the EPC Agreement); (ii) Harmon-Dietrich Energy Solutions, LLC (as Equipment Supplier under the Equipment Supply Agreement); (iii) Permian Basin Land Holdings, LP (as Lessor under the Ground Lease); and (iv) Aldermere & Co. (as the applicable transmission and distribution utility in connection with the Interconnection Agreement). Each such consent acknowledges the collateral assignment and contains customary provisions regarding notice, cure rights, and direct agreements in favor of BRNB.
(c) Completion Guarantee. The Completion Guarantee, dated as of December 1, 2022, fully executed by Calloway-Briggs Renewables Inc. in favor of BRNB, guaranteeing the timely completion of the Project in accordance with the Credit Agreement and providing for CBR's obligation to fund cost overruns and cover delays as set forth therein.
(d) Pledge Agreement. The Pledge Agreement, dated as of December 1, 2022, fully executed by Calloway-Briggs Renewables Inc. in favor of BRNB, pursuant to which CBR has pledged one hundred percent (100%) of the membership interests in Lone Star Storage I, LLC to BRNB as collateral security for the obligations under the Credit Agreement. The Pledge Agreement has been delivered together with (i) the original membership interest certificate of Lone Star Storage I, LLC (Certificate No. 1), representing the sole membership interest in the Borrower, and (ii) a duly executed undated transfer power (in blank) with respect to such membership interest certificate.
4.4 Independent Engineer's Report. The undersigned hereby confirms that the independent engineer's report (the "IE Report") prepared by Norgate Technical Advisors, Inc. (Lead Engineer: Dr. Phillip S. Reardon, P.E.), dated January 30, 2023, has been delivered to BRNB. The IE Report addresses the technical feasibility of the Project, the reasonableness of the Project budget and construction schedule, the adequacy of the EPC Agreement and Equipment Supply Agreement, the suitability of the Project site, and the performance characteristics of the LFP battery technology selected for the Project. The IE Report contains no material qualifications or adverse findings regarding the technical feasibility of the Project and concludes that the Project, if constructed in accordance with the EPC Agreement and Equipment Supply Agreement, can reasonably be expected to achieve Commercial Operation by the Guaranteed COD of September 1, 2023. The IE Report was prepared for the benefit of BRNB and contains a customary reliance letter addressed to BRNB.
4.5 Insurance. The undersigned hereby confirms that evidence of the following insurance policies, each in form and substance satisfactory to BRNB, naming BRNB as additional insured and/or loss payee, as applicable, and in the amounts and with the coverage required by Section 6.06 of the Credit Agreement, has been delivered to BRNB:
(a) Builder's Risk Insurance. Builder's risk (all-risk) insurance issued by Commonwealth Specialty Insurance Company, with a policy limit of Forty-Two Million Dollars ($42,000,000), covering all risks of direct physical loss or damage to the Project during the construction period, including coverage for equipment in transit, equipment at the Project site, and delay in start-up. The policy includes BRNB as a named loss payee and contains a standard mortgagee clause.
(b) Commercial General Liability Insurance. Commercial general liability insurance issued by Pinnacle Mutual Assurance Corp., with per-occurrence and aggregate limits in amounts not less than those required under Section 6.06 of the Credit Agreement, covering bodily injury, property damage, personal injury, and contractual liability arising from or related to the construction and operation of the Project. The policy names BRNB as an additional insured.
(c) Insurance Placement. All insurance placement for the Project has been coordinated through Kensington Risk Advisors, LLC (Lead Broker: Dana J. Carwell), and certificates of insurance, together with copies of all relevant policies, endorsements, and binders, have been delivered to BRNB. Kensington Risk Advisors, LLC has provided written confirmation to BRNB that all required insurance policies are in full force and effect and that premiums due through the initial policy period have been paid.
4.6 Environmental. The undersigned hereby confirms that a Phase I Environmental Site Assessment (the "Phase I ESA"), prepared by Terranova Environmental Group, Inc. (Lead Consultant: Karen V. Albrecht), dated September 15, 2022, has been delivered to BRNB. The Phase I ESA was prepared in accordance with ASTM Standard E1527-21 and includes a review of historical land use, regulatory database searches, site reconnaissance, and interviews with knowledgeable parties. The Phase I ESA concluded that no Recognized Environmental Conditions ("RECs"), Controlled Recognized Environmental Conditions ("CRECs"), or Historical Recognized Environmental Conditions ("HRECs") were identified on or in connection with the fifteen (15)-acre Project site. No Phase II Environmental Site Assessment was recommended or required. The Phase I ESA contains a reliance letter permitting reliance by BRNB.
4.7 Title Insurance. The undersigned hereby confirms that a leasehold title insurance policy (the "Title Policy") has been issued by Lone Star Abstract & Title Co., with a coverage amount of Twenty-Six Million Dollars ($26,000,000), insuring the Borrower's leasehold interest in the fifteen (15)-acre Project site (as described in the Ground Lease) and insuring the validity and first-priority lien position of the deed of trust and/or mortgage in favor of BRNB. The Title Policy has been delivered to BRNB and contains no material exceptions other than the standard permitted encumbrances identified in Schedule 1.01(c) to the Credit Agreement (the "Permitted Encumbrances"), which include standard printed exceptions, utility easements of record, and the terms and conditions of the Ground Lease. The Title Policy includes such endorsements as BRNB and its counsel have reasonably required, including, without limitation, a zoning endorsement (or confirmation that no zoning ordinance is applicable), a survey endorsement, a comprehensive endorsement, and a non-imputation endorsement.
4.8 Permits. The undersigned hereby confirms that the following permits, approvals, and authorizations have been duly obtained, are in full force and effect, and are not subject to any pending or threatened revocation, suspension, modification, or appeal:
(a) Building Permit. Ector County Building Permit No. BP-2022-04517, issued by the Ector County Permits and Inspections Department on October 28, 2022, authorizing the construction of the battery energy storage system and associated improvements on the Project site. The building permit remains valid and has not been revoked, suspended, or modified.
(b) Stormwater Permit. Texas Commission on Environmental Quality ("TCEQ") Stormwater General Permit No. TXR150000 (Construction General Permit), with associated Stormwater Pollution Prevention Plan ("SWPPP") filed in November 2022 and Notice of Intent submitted to TCEQ. The Borrower is in compliance with all terms and conditions of the stormwater permit.
(c) Air Quality and FAA Determinations. The undersigned confirms that no TCEQ Air Quality permit is required for the Project, as the battery energy storage system does not produce air emissions and is exempt from permitting under the Texas Clean Air Act and applicable TCEQ regulations. The undersigned further confirms that no Federal Aviation Administration ("FAA") determination of no hazard is required, as all structures associated with the Project are under 200 feet above ground level ("AGL") and the Project site is not located within any airport influence area or obstacle evaluation area.
(d) Endangered Species Review. A desktop review under the Endangered Species Act was completed in August 2022 in coordination with the U.S. Fish and Wildlife Service ("USFWS"). The review concluded that no critical habitat for any listed threatened or endangered species was identified on or adjacent to the Project site, and no further consultation under Section 7 of the Endangered Species Act is required.
4.9 Legal Opinions. The undersigned hereby confirms that the following legal opinion letters have been delivered to BRNB, each dated February 10, 2023, and each in form and substance satisfactory to BRNB:
(a) Borrower's and Guarantor's Counsel Opinion. A legal opinion of Calderwood & Harkness LLP, counsel to Calloway-Briggs Renewables Inc. and Lone Star Storage I, LLC, dated February 10, 2023, signed by George Trujillo, Partner, addressing, among other matters, (i) the due organization, valid existence, and good standing of CBR and the Borrower, (ii) the corporate and limited liability company power and authority to execute, deliver, and perform the Loan Documents and the Project Contracts, (iii) the due authorization, execution, and delivery of the Loan Documents, (iv) the enforceability of the Loan Documents against CBR and the Borrower (subject to customary qualifications and assumptions), (v) no conflicts with organizational documents, applicable laws, or material agreements, (vi) no required governmental consents or approvals (other than those already obtained), and (vii) the creation and perfection of security interests under the Pledge Agreement and the Collateral Assignment.
(b) Lender's Counsel Opinion. A legal opinion of Archibald, Fenn & Shaw LLP, counsel to Brazos River National Bank, N.A., dated February 10, 2023, signed by Robert C. Fenn, Partner, addressing such matters as BRNB and its counsel have deemed appropriate in connection with the Facility and the transactions contemplated by the Credit Agreement.
4.10 Performance and Payment Bonds. The undersigned hereby confirms that the following surety bonds have been issued by Ironclad Surety Corporation, a surety company rated not less than "A-" by A.M. Best Company, in favor of Lone Star Storage I, LLC, and have been delivered to BRNB:
(a) A Performance Bond in the amount of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), representing one hundred percent (100%) of the EPC Contract Price, guaranteeing the faithful performance by Meridian Power Construction, Inc. of its obligations under the EPC Agreement; and
(b) A Payment Bond in the amount of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), representing one hundred percent (100%) of the EPC Contract Price, guaranteeing the payment by Meridian Power Construction, Inc. of all subcontractors, laborers, materialmen, and suppliers in connection with the performance of the EPC Agreement.
Each such bond has been issued in form and substance satisfactory to BRNB and names Lone Star Storage I, LLC as obligee. Dual obligee riders in favor of BRNB have been issued and delivered.
4.11 Equity Contributions. The undersigned hereby confirms that the required equity contributions have been funded or are irrevocably committed to be funded in accordance with the terms and conditions of the Credit Agreement and the equity contribution agreements referenced therein. The total equity commitment for the Project is Fourteen Million Dollars ($14,000,000), representing approximately thirty-five percent (35%) of the total Project development value of Forty Million Dollars ($40,000,000). The equity commitment is structured as follows:
(a) CBR Equity. Calloway-Briggs Renewables Inc. has committed to contribute, and/or has contributed, Nine Million One Hundred Thousand Dollars ($9,100,000), representing sixty-five percent (65%) of the total equity requirement, to Lone Star Storage I, LLC in the form of capital contributions.
(b) Ridgepoint Capital Partners Equity. Ridgepoint Capital Partners, LP has committed to contribute, and/or has contributed (through CBR's capital structure), Four Million Nine Hundred Thousand Dollars ($4,900,000), representing thirty-five percent (35%) of the total equity requirement.
The foregoing equity contributions, together with the $26,000,000 construction loan from the Facility (representing approximately sixty-five percent (65%) of total Project development value), comprise the full sources of funding for the Project as contemplated by the pro forma sources and uses table set forth in Schedule 2.01 of the Credit Agreement.
SECTION 5: ORGANIZATIONAL DOCUMENTS AND RESOLUTIONS
5.1 CBR Organizational Documents. The undersigned hereby certifies that attached hereto as Exhibit A are true, correct, and complete copies of the following documents of Calloway-Briggs Renewables Inc., each of which is in full force and effect as of the Financial Close Date:
(a) Certificate of Formation / Articles of Incorporation. The Certificate of Formation (Articles of Incorporation) of Calloway-Briggs Renewables Inc., as originally filed with the Texas Secretary of State, together with all amendments and restatements thereto through the date hereof. No amendments or restatements to the Certificate of Formation have been filed since the execution date of the Credit Agreement (December 1, 2022).
(b) Bylaws. The Bylaws of Calloway-Briggs Renewables Inc., as currently in effect and as last amended, together with all amendments thereto through the date hereof. No amendments to the Bylaws have been adopted since the execution date of the Credit Agreement.
(c) Certificate of Good Standing. A Certificate of Good Standing (Certificate of Existence) issued by the Texas Secretary of State with respect to Calloway-Briggs Renewables Inc., dated within thirty (30) days of the Financial Close Date, confirming that CBR is in good standing and current in all filing and franchise tax obligations under Texas law.
(d) Board Resolutions. Resolutions duly adopted by the Board of Directors of Calloway-Briggs Renewables Inc. at a meeting duly called and held (or by unanimous written consent in lieu of a meeting) authorizing the execution, delivery, and performance by CBR of the Credit Agreement, the Completion Guarantee, the Pledge Agreement, and all related Loan Documents, and authorizing Sandra M. Briggs, President and Chief Operating Officer, and Raymond T. Calloway, Chairman and Chief Executive Officer, to act on behalf of CBR in connection therewith, including the power to execute and deliver all documents, instruments, certificates, and agreements necessary or desirable in connection with the Facility and the Project.
5.2 Lone Star Storage I, LLC Organizational Documents. The undersigned hereby certifies that attached hereto as Exhibit B are true, correct, and complete copies of the following documents of Lone Star Storage I, LLC, each of which is in full force and effect as of the Financial Close Date:
(a) Certificate of Formation. The Certificate of Formation of Lone Star Storage I, LLC, as filed with the Texas Secretary of State, together with all amendments thereto through the date hereof. No amendments to the Certificate of Formation have been filed since the execution date of the Credit Agreement (December 1, 2022).
(b) Limited Liability Company Agreement (Operating Agreement). The Limited Liability Company Agreement (Operating Agreement) of Lone Star Storage I, LLC, as currently in effect, reflecting Calloway-Briggs Renewables Inc. as the sole member and Manager of the Borrower, together with all amendments and supplements thereto through the date hereof.
(c) Certificate of Good Standing. A Certificate of Good Standing (Certificate of Existence) issued by the Texas Secretary of State with respect to Lone Star Storage I, LLC, dated within thirty (30) days of the Financial Close Date, confirming that the Borrower is in good standing and current in all filing and franchise tax obligations under Texas law.
(d) Manager's Resolutions / Written Consent. Resolutions duly adopted, or written consent duly executed, by Calloway-Briggs Renewables Inc., in its capacity as sole member and Manager of Lone Star Storage I, LLC, authorizing the execution, delivery, and performance by the Borrower of the Credit Agreement, the Collateral Assignment of Project Contracts, the Pledge Agreement (to the extent the Borrower's acknowledgment and consent is required), and all related Loan Documents, as well as the EPC Agreement with Meridian Power Construction, Inc., the Equipment Supply Agreement with Harmon-Dietrich Energy Solutions, LLC, the Ground Lease with Permian Basin Land Holdings, LP, and the Interconnection Agreement, and authorizing Sandra M. Briggs, as an authorized officer of the Borrower (acting in her capacity as President and Chief Operating Officer of the Manager), to act on behalf of Lone Star Storage I, LLC in connection therewith, including the power to execute and deliver all documents, instruments, certificates, and agreements necessary or desirable in connection with the Facility and the Project.
SECTION 6: INCUMBENCY CERTIFICATE
6.1 CBR Officers. The undersigned hereby certifies that the following persons are the duly elected or appointed officers of Calloway-Briggs Renewables Inc. as of the date hereof, that the signatures set forth opposite their respective names below are their true and genuine signatures, and that each such person is authorized to execute and deliver documents, instruments, certificates, and agreements on behalf of CBR in connection with the Loan Documents, the Project Contracts, and the transactions contemplated thereby:
6.2 Lone Star Storage I, LLC Authorized Officers. The undersigned hereby certifies that the following persons are authorized to act on behalf of Lone Star Storage I, LLC, in their respective capacities as authorized representatives of the Manager (Calloway-Briggs Renewables Inc.), and that the signatures set forth opposite their respective names below are their true and genuine signatures, and that each such person is authorized to execute and deliver documents, instruments, certificates, and agreements on behalf of the Borrower in connection with the Loan Documents, the Project Contracts, and the transactions contemplated thereby:
SECTION 7: ADDITIONAL CERTIFICATIONS
7.1 No Litigation. The undersigned hereby certifies that no litigation, arbitration, investigation, governmental proceeding, enforcement action, or other legal or administrative proceeding is pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against Calloway-Briggs Renewables Inc. or Lone Star Storage I, LLC (or any of their respective officers, directors, managers, or members in their capacities as such) that (a) could reasonably be expected to have a Material Adverse Effect on either CBR or the Borrower, (b) challenges or could reasonably be expected to challenge the validity or enforceability of any Loan Document or any Project Contract, (c) seeks to enjoin or restrain the transactions contemplated by the Credit Agreement or the initial advance under the Facility, or (d) relates to the Project, the Project site, or any permit, approval, or authorization required in connection therewith.
7.2 Project Contracts in Full Force and Effect. The undersigned hereby certifies that all Project Contracts, including the EPC Agreement with Meridian Power Construction, Inc., the Equipment Supply Agreement with Harmon-Dietrich Energy Solutions, LLC, the Ground Lease with Permian Basin Land Holdings, LP, and the Interconnection Agreement, remain in full force and effect as of the Financial Close Date. No Project Contract has been amended, modified, supplemented, assigned, or waived since December 1, 2022, except as may have been previously disclosed to and approved in writing by BRNB. No party to any Project Contract has given written or oral notice of termination, cancellation, suspension, or repudiation, and no event has occurred that would entitle any party to terminate any Project Contract.
7.3 Readiness of Project Site. The undersigned hereby certifies that the Project site, located at 4800 West University Boulevard, Odessa, Texas 79764, Ector County, Texas, is ready for the commencement of construction activities in accordance with the EPC Agreement and the construction schedule set forth therein. To the knowledge of the undersigned after due inquiry, no material impediment to the commencement or prosecution of construction at the Project site is known, including, without limitation, any impediment arising from site conditions, environmental contamination, access restrictions, utility availability, third-party claims, or governmental orders or directives.
7.4 ERCOT Interconnection Status. The undersigned hereby certifies that the Borrower's ERCOT interconnection application, bearing Queue No. INR-22-03347 and pending Resource ID LSBESS_01, remains active and in good standing with ERCOT. The Full Interconnection Study for the Project was completed in August 2022 without material adverse findings. All required interconnection study deposits and security postings have been made in a timely manner. No withdrawal, suspension, or adverse action with respect to the interconnection queue position has occurred, and the Borrower is in compliance with all ERCOT procedural requirements applicable to the interconnection process.
7.5 Capital Structure. The undersigned hereby certifies that the capital structure of the Project remains as contemplated by the Credit Agreement and the financial model delivered to BRNB prior to the execution of the Credit Agreement. The total Project development value is Forty Million Dollars ($40,000,000), consisting of (a) Twenty-Six Million Dollars ($26,000,000) in construction loan proceeds under the Facility (representing approximately sixty-five percent (65%) of total Project development value) and (b) Fourteen Million Dollars ($14,000,000) in equity contributions (representing approximately thirty-five percent (35%) of total Project development value). No material change in the sources and uses of funds, the Project budget, or the projected construction schedule has occurred since the execution of the Credit Agreement.
SECTION 8: RELIANCE AND GOVERNING LAW
8.1 Reliance by BRNB. This Certificate is delivered for the benefit of Brazos River National Bank, N.A., in its capacity as Administrative Agent and Lender under the Credit Agreement, and BRNB is entitled to rely on the certifications, representations, and statements made herein in connection with the making of the initial advance of loan proceeds under the Facility and in connection with all subsequent advances, to the extent permitted by and in accordance with the terms of the Credit Agreement. The undersigned acknowledges that BRNB would not make the initial advance under the Facility without the delivery of this Certificate and the certifications contained herein.
8.2 Reliance by Counsel. Calderwood & Harkness LLP (Matter No. 1015-00003), as counsel to Calloway-Briggs Renewables Inc. and Lone Star Storage I, LLC, has relied upon the certifications and factual statements contained in this Certificate in delivering its legal opinion dated February 10, 2023 to BRNB. The undersigned acknowledges that Calderwood & Harkness LLP has not independently verified the factual matters certified herein and has relied upon this Certificate for the purpose of rendering such opinion.
8.3 Reliance by Lender's Counsel. Archibald, Fenn & Shaw LLP, as counsel to Brazos River National Bank, N.A., is also entitled to rely upon the certifications and factual statements contained in this Certificate in connection with its review of the Facility and the satisfaction of the conditions precedent to the initial advance thereunder.
8.4 Governing Law. This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-laws provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate and Bring-Down Certificate as of February 10, 2023.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Sandra M. Briggs
Title: President and Chief Operating Officer
LONE STAR STORAGE I, LLC
By: Calloway-Briggs Renewables Inc., its Manager
By: ________
Name: Sandra M. Briggs
Title: President and Chief Operating Officer of Calloway-Briggs Renewables Inc., as Manager
LIST OF EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Organizational Documents and Resolutions of Calloway-Briggs Renewables Inc.
A-1: Certificate of Formation / Articles of Incorporation (with all amendments thereto)
A-2: Bylaws (as currently in effect)
A-3: Certificate of Good Standing from the Texas Secretary of State (dated within 30 days of February 10, 2023)
A-4: Resolutions of the Board of Directors authorizing Loan Documents and Project transactions
Exhibit B — Organizational Documents and Resolutions of Lone Star Storage I, LLC
B-1: Certificate of Formation (with all amendments thereto)
B-2: Limited Liability Company Agreement / Operating Agreement (as currently in effect)
B-3: Certificate of Good Standing from the Texas Secretary of State (dated within 30 days of February 10, 2023)
B-4: Manager's Resolutions / Written Consent authorizing Loan Documents and Project transactions
[Exhibits A and B follow this page]
Name | Title | Signature
Raymond T. Calloway | Chairman and Chief Executive Officer | _______
Sandra M. Briggs | President and Chief Operating Officer | _______
Name | Title (at CBR, as Manager of LSS) | Signature
Raymond T. Calloway | Chairman and Chief Executive Officer | _______
Sandra M. Briggs | President and Chief Operating Officer | _______