INSURANCE COMPLIANCE CERTIFICATE AND COVERAGE SUMMARY

INSURANCE COMPLIANCE CERTIFICATE AND COVERAGE SUMMARY
Solstice Portfolio — Tax-Equity and Transferable Credit Financing
Prepared by:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
1000 Louisiana Street, Suite 3800 Houston, TX 77002
Prepared for:
Ridgeline Capital Partners, LLC Pinehurst Insurance Group, Inc. Osprey National Bank, N.A.
December 8, 2023 (Closing Date)
C&H Matter No.: 1015-00005 Billing No.: 78204-001
CONFIDENTIAL — ATTORNEY WORK PRODUCT This document is protected by the attorney-client privilege and/or the work product doctrine. It is intended solely for the use of the addressees identified above. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
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SECTION 1: CERTIFICATE
1.1 Introductory Certification Language
Calderwood & Harkness LLP ("C&H" or this "Firm"), as counsel to Calloway-Briggs Renewables Inc. ("CBR"), a corporation duly organized and existing under the laws of the State of Texas (EIN 84-3291076), with its principal offices located at 2700 Post Oak Boulevard, Suite 1450, Houston, TX 77056, hereby delivers this Insurance Compliance Certificate and Coverage Summary (this "Certificate") to each of the addressees identified on the cover page hereof in connection with the closing, as of the date hereof (the "Closing Date"), of the tax-equity and transferable credit financing transactions described herein.
This Certificate is issued with respect to the insurance program maintained for the benefit of the Solstice Portfolio, which comprises the seven utility-scale solar photovoltaic generation projects identified in the table set forth in Section 7 below, with an aggregate nameplate capacity of 420 MW(dc), located in the States of Texas and New Mexico (collectively, the "Projects"), each of which is held, directly or indirectly, by Solstice Holdings, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (EIN 88-4071523) (the "Partnership" or "Solstice Holdings").
This Certificate is delivered pursuant to, and in satisfaction of the insurance compliance certification requirements set forth in, each of the following transaction documents (collectively, the "Transaction Documents"):
(a) the Amended and Restated Limited Liability Company Agreement of Solstice Holdings, LLC, dated as of September 21, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "LLCA"), by and among CBR Solstice Manager, LLC, a Delaware limited liability company (EIN 88-4071597) (the "Managing Member"), and Ridgeline Capital Partners, LLC, a Delaware limited liability company (EIN 13-4827651) (the "Tax-Equity Member" or "Ridgeline");
(b) the Tax Credit Purchase Agreement, dated as of September 21, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "TCPA"), between Calloway-Briggs Renewables Inc., as Seller, and Pinehurst Insurance Group, Inc., a Connecticut corporation (EIN 06-1938274) ("Pinehurst"), as Buyer;
(c) the Back-Leverage Intercreditor and Consent Agreement (the "Intercreditor Agreement"), by and among Osprey National Bank, N.A., a national banking association ("Osprey"), Ridgeline Capital Partners, LLC, and Calloway-Briggs Renewables Inc.; and
(d) the Pledge Agreement, dated as of December 8, 2023 (the "Pledge Agreement"), between CBR Solstice Manager, LLC, as pledgor, and Osprey National Bank, N.A., as pledgee (facility reference number ONB-PF-2023-0587).
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to them in the LLCA or, if not defined therein, in the TCPA.
1.2 Certification Statements
Based upon its review and analysis described below, C&H hereby certifies, to the addressees hereof, the following:
(a) Review of Insurance Documentation. C&H has reviewed the insurance policies, binders, endorsements, declarations pages, and certificates of insurance listed in the attached Coverage Summary set forth in Section 3 of this Certificate, as well as all certificates of insurance delivered by Sentinel Underwriters, Inc. ("Sentinel" or the "Broker"), an insurance brokerage firm with offices located at 55 East Monroe Street, Suite 3700, Chicago, IL 60603. The Firm's principal contact at Sentinel for purposes of this transaction has been Laura Jennings, Senior Vice President, Commercial & Specialty Lines. Copies of the relevant documentation reviewed by C&H are attached hereto as Exhibits A through G.
(b) Placement by Sentinel Underwriters. All policies comprising the insurance program for the Solstice Portfolio were placed by Sentinel Underwriters, Inc., acting as insurance broker of record on behalf of CBR and each of the project-level subsidiaries of Solstice Holdings, LLC (each, a "Project Company" and, collectively, the "Project Companies").
(c) Primary Property and Casualty Carrier. Primary property and casualty coverage for the Projects, including builder's risk, all-risk property, business interruption, commercial general liability, excess/umbrella liability, and environmental/pollution liability insurance, is provided by Fortis Indemnity Company ("Fortis"), an insurance company organized under the laws of the Commonwealth of Massachusetts, with its principal offices at 500 Boylston Street, Boston, MA 02116.
(d) Surety. Performance and payment bonds required under the Master EPC Agreement (as defined in Section 2.4 below) have been issued by Ironclad Surety Corp. ("Ironclad"), a surety company organized under the laws of the State of New York, with its principal offices at 200 Liberty Street, New York, NY 10281.
(e) Compliance Confirmation. Based on C&H's review of the insurance documentation described in clause (a) above, C&H confirms that the insurance program maintained for the Solstice Portfolio satisfies, in all material respects, the minimum coverage requirements, policy limits, deductible thresholds, additional insured requirements, loss payee and mortgagee designations, endorsement specifications, carrier financial strength requirements, and notice provisions set forth in the applicable insurance covenants of the LLCA (Article VIII thereof) and the TCPA (Section 6.04 thereof), as well as the related insurance requirements of the Intercreditor Agreement and the Pledge Agreement. A detailed cross-reference of each requirement to the corresponding policy and endorsement is set forth in Exhibit G attached hereto.
(f) Condition Precedent. This Certificate is delivered as of the Closing Date as a condition precedent to the closing of the transactions contemplated by the Transaction Documents, including (i) the initial capital contribution by Ridgeline to Solstice Holdings under the LLCA, (ii) the initial purchase of eligible investment tax credits by Pinehurst under the TCPA, and (iii) the initial advance by Osprey under the back-leverage term loan facility.
1.3 Qualifications and Limitations
The certification set forth in Section 1.2 above is subject to the following qualifications and limitations, each of which is material:
(a) Scope of Review. C&H's review has been limited exclusively to the documents and materials identified in Section 1.2(a) above, which were provided to C&H by Sentinel Underwriters, Inc. and by CBR. C&H has not conducted, and does not purport to have conducted, an independent audit of the adequacy or sufficiency of the insurance program from an actuarial, underwriting, or risk management perspective. This Certificate does not constitute, and should not be construed as, an actuarial assessment, an insurance adequacy opinion, or a recommendation regarding the appropriate levels of coverage for the Projects.
(b) Reliance on Third Parties. C&H has relied upon the certificates of insurance, specimen policies, binders, endorsements, and related documentation provided by Sentinel Underwriters, Inc. and by the carriers, and C&H has not independently verified the accuracy or completeness of the information contained in such documentation. In particular, C&H has not independently verified the financial condition, surplus, reserves, or claims-paying ability of Fortis Indemnity Company or Ironclad Surety Corp. The carrier financial strength information set forth in Section 6 of this Certificate is based solely on published ratings from A.M. Best Company, Inc. as of a recent date and is subject to change without notice.
(c) Not a Legal Opinion. This Certificate does not constitute a legal opinion of C&H with respect to any matter. The legal opinion letter delivered by C&H concurrently herewith to the addressees in connection with the closing of the transactions contemplated by the Transaction Documents is a separate deliverable and addresses the legal matters specified therein. This Certificate and the concurrently delivered legal opinion letter are independent instruments, and neither should be read as supplementing, modifying, or qualifying the other.
(d) Engagement Letter. This Certificate is subject in all respects to the terms and conditions of the engagement letter dated June 15, 2023, between C&H and CBR (the "Engagement Letter"), including the limitation of liability, indemnification, and scope of representation provisions set forth therein. The addressees' reliance on this Certificate is subject to their respective acknowledgment and acceptance of the terms of the Engagement Letter as communicated to each addressee by separate correspondence.
(e) No Obligation to Update. C&H has no obligation to update, supplement, or revise this Certificate in the event of any change in the insurance program, the financial condition of any carrier, or any other fact or circumstance occurring after the Closing Date.
1.4 Signature block
IN WITNESS WHEREOF, the undersigned, being duly authorized partners and associates of Calderwood & Harkness LLP, have executed this Insurance Compliance Certificate and Coverage Summary as of the date first written above.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Partner, Tax
Office: 1000 Louisiana Street, Suite 3800, Houston, TX 77002
Date: December 8, 2023
By: ________
Name: Derek Saunders
Title: Senior Associate, Real Estate / Project Development
Office: 600 Lexington Avenue, New York, NY 10022
Date: December 8, 2023
SECTION 2: OVERVIEW OF INSURANCE REQUIREMENTS UNDER TRANSACTION DOCUMENTS
The insurance program maintained for the Solstice Portfolio has been designed to satisfy the insurance covenants and requirements set forth in each of the Transaction Documents. This Section 2 provides a narrative overview of the material insurance requirements imposed by the LLCA, the TCPA, the Osprey lending documents, and the Master EPC Agreement. Section 3 below provides a policy-by-policy coverage summary demonstrating compliance with these requirements, and Exhibit G provides a section-by-section cross-reference table.
2.1 LLCA Insurance Covenants (Solstice Holdings, LLC)
Article VIII of the LLCA establishes the insurance obligations applicable to CBR Solstice Manager, LLC, in its capacity as Managing Member of Solstice Holdings, LLC. The Managing Member is required, at all times during the term of the Partnership, to maintain and cause each Project Company to maintain specified insurance coverages with respect to each of the Projects. The insurance covenants of the LLCA represent a fundamental obligation of the Managing Member, and failure to comply with such covenants constitutes an event of default under the LLCA, entitling the Tax-Equity Member to exercise certain remedies, including the right to cure at the Managing Member's expense and, in certain circumstances, to remove the Managing Member.
The minimum coverage types required under the LLCA include the following:
(i) Builder's Risk Insurance. During the construction period for each Project, from the issuance of the notice to proceed through the achievement of commercial operation, the Managing Member is required to cause each Project Company to maintain builder's risk (course of construction) insurance covering all-risk of physical loss or damage to the solar facilities under construction, including materials in transit, stored materials, and temporary structures at each Project site.
(ii) All-Risk Property Insurance. Upon the achievement of commercial operation for each Project, the Managing Member is required to cause each Project Company to maintain all-risk property insurance covering physical loss or damage to the completed and operating solar PV facilities, including all modules, inverters, single-axis tracker systems, substations, interconnection equipment, and balance-of-system components.
(iii) Commercial General Liability Insurance. The Managing Member is required to maintain commercial general liability insurance covering bodily injury, property damage, and personal and advertising injury arising out of the ownership, operation, or maintenance of the Projects.
(iv) Business Interruption / Loss of Revenue Insurance. The Managing Member is required to maintain business interruption (and, during construction, delayed start-up) insurance covering lost revenue and net income resulting from the interruption of solar generation due to an insured physical loss or damage event.
(v) Environmental / Pollution Liability Insurance. The Managing Member is required to maintain pollution legal liability insurance covering third-party bodily injury, property damage, and clean-up costs arising from pollution conditions at or emanating from the Project sites.
(vi) Excess / Umbrella Liability Insurance. The Managing Member is required to maintain excess or umbrella liability insurance providing coverage in excess of the commercial general liability, automobile liability, and employer's liability policies.
The LLCA further requires the following with respect to the insurance program:
•  Minimum Policy Limits. All policies must be maintained at or above the minimum limits specified in Schedule VIII-A to the LLCA, as summarized in Section 3 of this Certificate.
•  Additional Insured and Loss Payee Status. Ridgeline Capital Partners, LLC, as Tax-Equity Member, must be named as an additional insured on all liability policies and as a loss payee on all property and business interruption policies.
•  Deductible and Self-Insured Retention Limits. Deductibles and self-insured retentions under each policy may not exceed the maximum thresholds specified in Schedule VIII-A to the LLCA without the prior written consent of Ridgeline.
•  Carrier Financial Strength. All insurance carriers must maintain an A.M. Best rating of A- (Excellent) or better, with a Financial Size Category of VII or higher.
•  Notice of Cancellation or Modification. All policies must include a provision requiring the carrier to provide not less than thirty (30) days' advance written notice to Ridgeline and the other additional insureds/loss payees of any cancellation, non-renewal, or material modification of the policy, reduced to not less than ten (10) days' advance written notice in the case of cancellation for non-payment of premium.
•  Annual Evidence of Renewal. The Managing Member must deliver to Ridgeline evidence of the renewal of each required insurance policy (including updated certificates of insurance, declarations pages, and endorsements) within thirty (30) days following each policy anniversary.
•  Waiver of Subrogation. All property and liability policies must include endorsements providing for a waiver of the carrier's rights of subrogation against Ridgeline and the other additional insureds/loss payees.
2.2 TCPA Insurance Covenants (Pinehurst)
Section 6.04 of the TCPA sets forth insurance representations and covenants applicable to CBR, as Seller, in connection with the transfer of up to $60,000,000 in aggregate face-value investment tax credits ("ITCs") generated by the Projects to Pinehurst Insurance Group, Inc., as Buyer. The insurance requirements under the TCPA are specifically designed to protect Pinehurst's interest in the ITC-eligible basis of the Projects, which is based on the aggregate EPC cost of $384,600,000, and to mitigate the risk that a physical loss or casualty event could result in a reduction or recapture of ITCs under Section 50(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The principal insurance requirements of the TCPA are as follows:
(a) Property Insurance Covering ITC-Eligible Basis. CBR is required to maintain, and to cause each Project Company to maintain, all-risk property insurance covering the solar energy property comprising the ITC-eligible basis of each Project in an amount not less than the full replacement cost of such property. The coverage must be maintained continuously throughout the five-year ITC recapture period applicable to each Project under Section 50(a) of the Code.
(b) Additional Insured Status for Pinehurst. Pinehurst Insurance Group, Inc. must be named as an additional insured on all property, commercial general liability, and environmental/pollution liability policies maintained for the Projects. This requirement ensures that Pinehurst has standing to receive notice of, and participate in the resolution of, any claim or loss that could affect the ITC-eligible basis of the Projects.
(c) Casualty Proceeds and Restoration Obligations. The TCPA requires that any casualty proceeds received under the property insurance policies be applied to rebuild and restore the damaged Project to its pre-loss condition, in order to maintain the placed-in-service status of the Project and avoid ITC recapture. Casualty proceeds may not be distributed to CBR or any other party until the restoration has been completed and the Managing Member has delivered a certification that the affected Project has been restored to full operational capacity.
(d) Consistency with Tax Indemnity Agreement. The insurance covenants of the TCPA are intended to operate in conjunction with the indemnification provisions of the Tax Indemnity Agreement delivered concurrently herewith, under which CBR has agreed to indemnify Pinehurst for any ITC recapture, disallowance, or reduction, subject to an aggregate indemnity cap of $69,000,000. The maintenance of adequate property insurance is a critical component of the risk mitigation framework underlying the TCPA and the Tax Indemnity Agreement.
2.3 Osprey National Bank Requirements
Osprey National Bank, N.A. has extended two credit facilities to CBR and the Partnership in connection with the Solstice Portfolio: (i) a construction facility (reference number ONB-PF-2022-0341), which has been fully drawn and is being converted to permanent financing, and (ii) a back-leverage term loan facility (reference number ONB-PF-2023-0587), pursuant to which Osprey is providing back-leverage financing secured by the Managing Member's interest in Solstice Holdings, LLC. The insurance requirements under the Osprey lending documents are as follows:
(a) Mortgagee and Loss Payee Status. Osprey National Bank, N.A. must be named as first mortgagee and loss payee on all property and business interruption insurance policies maintained for the Projects. This designation ensures that Osprey's secured interest in the collateral is protected in the event of a physical loss or damage event.
(b) Business Interruption Coverage. Osprey requires that business interruption insurance be maintained in an amount adequate to service the debt obligations under the Osprey credit facilities during any period of interruption resulting from an insured loss, with an indemnity period of not less than eighteen (18) months.
(c) Loss Payee Priority. Pursuant to the Intercreditor Agreement, the priority of loss payee designations on the property and business interruption insurance policies is as follows: Osprey National Bank, N.A., as first loss payee, and Ridgeline Capital Partners, LLC, as second loss payee. This priority arrangement reflects the negotiated intercreditor waterfall and ensures that casualty proceeds are applied in a manner consistent with the relative priorities of the secured creditors.
(d) Additional Insured Status. Osprey must be named as an additional insured on the commercial general liability policy maintained for the Projects.
2.4 Master EPC Agreement Requirements
The Master Engineering, Procurement, and Construction Agreement, dated as of March 15, 2022 (as amended, the "Master EPC Agreement"), between Calloway-Briggs Renewables Inc. and Vasquez Brothers Construction, Inc. ("VBC"), a Texas corporation (EIN 75-2648103), with offices at 8500 N. Stemmons Freeway, Suite 400, Dallas, TX 75247, sets forth the insurance obligations of the EPC contractor during the construction of the Projects. The principal insurance requirements of the Master EPC Agreement are as follows:
(a) Contractor's All-Risk / Builder's Risk Insurance. VBC is required to maintain, or to be named as an insured under, the builder's risk insurance policy described in Section 3.1 below, covering all-risk of physical loss or damage to the Projects under construction.
(b) Workers' Compensation and Employer's Liability Insurance. VBC is required to maintain workers' compensation insurance providing statutory benefits as required under the laws of the States of Texas and New Mexico, together with employer's liability insurance with limits of not less than $1,000,000 per accident, $1,000,000 disease per employee, and $1,000,000 disease policy limit.
(c) Commercial General Liability Insurance. VBC is required to maintain commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate, naming CBR, Solstice Holdings, and Ridgeline as additional insureds.
(d) Automobile Liability Insurance. VBC is required to maintain automobile liability insurance covering owned, hired, and non-owned automobiles, with a combined single limit of not less than $1,000,000.
(e) Performance and Payment Bonds. VBC is required to deliver performance and payment bonds, each in an amount equal to 100% of the aggregate EPC contract price, issued by a surety company with an A.M. Best rating of A- or better and listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Circular 570). The bonds must include dual obligee riders naming Ridgeline Capital Partners, LLC and Osprey National Bank, N.A. as co-obligees.
SECTION 3: COVERAGE SUMMARY — SCHEDULE OF INSURANCE POLICIES
The following subsections provide a detailed summary of each insurance policy and surety bond maintained for the Solstice Portfolio as of the Closing Date. For each coverage, C&H has confirmed that the applicable policy has been issued, that all required endorsements have been attached, and that the coverage terms satisfy the requirements of the Transaction Documents in all material respects.
3.1 Builder's Risk Insurance
Named Insureds:
•  Calloway-Briggs Renewables Inc.
•  CBR Solstice Manager, LLC
•  Solstice Holdings, LLC
•  Pecos Sun Solar, LLC
•  Red Mesa Solar, LLC
•  Coyote Flats Solar, LLC
•  Llano Verde Solar, LLC
•  Cimarron Solar, LLC
•  Sandoval Ridge Solar, LLC
•  Amistad Solar, LLC
Additional Insureds:
•  Ridgeline Capital Partners, LLC
•  Pinehurst Insurance Group, Inc.
•  Osprey National Bank, N.A.
•  Vasquez Brothers Construction, Inc.
Coverage Description: All-risk of physical loss or damage to the solar facilities under construction, including but not limited to modules, inverters, single-axis tracker systems, foundations, racking, electrical equipment, substations, interconnection facilities, and balance-of-system components. Coverage extends to materials in transit (from the point of shipment from the manufacturer or supplier to the Project site) and materials stored at the Project site or at any approved off-site storage location.
Policy Limit: $384,600,000 (aggregate EPC cost — full replacement value of all seven Projects combined).
Sublimits:
Deductibles:
Key Endorsements:
•  Waiver of subrogation in favor of Ridgeline Capital Partners, LLC and Osprey National Bank, N.A.
•  Loss payee endorsement designating Osprey National Bank, N.A. as first loss payee and Ridgeline Capital Partners, LLC as additional loss payee, in accordance with the priority established by the Intercreditor Agreement
•  Thirty (30) days' advance written notice of cancellation or material modification to all named insureds and additional insureds (ten (10) days for non-payment of premium)
•  Testing and commissioning coverage
•  Soft costs coverage (including interest on construction financing, real estate taxes, and professional fees incurred during an extended construction period resulting from an insured loss)
Status: The builder's risk policy was placed in connection with the commencement of construction activities and has been in continuous effect throughout the construction period. As each Project has achieved commercial operation, the builder's risk coverage for that Project has been transitioned to the permanent all-risk property insurance policy described in Section 3.2 below. The following table sets forth the COD schedule for each Project:
As of the Closing Date, all seven Projects have achieved commercial operation, and the builder's risk policy is in the process of being fully transitioned to the permanent all-risk property policy. The builder's risk policy remains in effect through December 31, 2023, to provide overlapping coverage during the transition period.
3.2 All-Risk Property Insurance (Operational)
Named Insureds:
•  Calloway-Briggs Renewables Inc.
•  CBR Solstice Manager, LLC
•  Solstice Holdings, LLC
•  Pecos Sun Solar, LLC
•  Red Mesa Solar, LLC
•  Coyote Flats Solar, LLC
•  Llano Verde Solar, LLC
•  Cimarron Solar, LLC
•  Sandoval Ridge Solar, LLC
•  Amistad Solar, LLC
Additional Insureds:
•  Ridgeline Capital Partners, LLC
•  Pinehurst Insurance Group, Inc.
•  Osprey National Bank, N.A.
Coverage Description: All-risk of physical loss or damage to completed and operating solar PV generation facilities, including all photovoltaic modules, central and string inverters, single-axis tracker systems, foundations and piling, substations (including step-up transformers and switchgear), interconnection equipment, SCADA and monitoring systems, fencing, access roads, and all other balance-of-system components. The policy includes integrated equipment breakdown coverage, extending to mechanical and electrical derangement of covered equipment.
Policy Limit: $384,600,000 aggregate, with per-project limits corresponding to each Project's EPC cost as follows:
Sublimits:
Deductibles:
Key Endorsements:
•  Replacement cost valuation — losses valued at the full cost to repair or replace damaged property with property of like kind and quality, without deduction for depreciation
•  Agreed amount endorsement — waiver of any coinsurance penalty, based on the agreed statement of values submitted at policy inception
•  Waiver of subrogation in favor of Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Osprey National Bank, N.A.
•  Loss payee endorsement designating Osprey National Bank, N.A. as first mortgagee/loss payee and Ridgeline Capital Partners, LLC as additional loss payee, in accordance with the priority established by the Intercreditor Agreement
•  Thirty (30) days' advance written notice of cancellation or material modification to all named insureds, additional insureds, and loss payees (ten (10) days for non-payment of premium)
•  Ordinance or law coverage
•  Service interruption / utility service interruption
LLCA Compliance: The all-risk property insurance policy meets the minimum limits and deductible caps specified in Article VIII and Schedule VIII-A of the LLCA. The aggregate policy limit of $384,600,000 equals the full replacement cost of all seven Projects, and all required endorsements have been obtained and attached to the policy.
TCPA Compliance: The all-risk property insurance policy provides continuous coverage for the solar energy property comprising the ITC-eligible basis of each Project. The policy will be maintained on an annual renewable basis throughout the five-year ITC recapture period under Section 50(a) of the Code, as required by Section 6.04 of the TCPA. The loss payee endorsement and the restoration covenants of the TCPA ensure that casualty proceeds will be applied to rebuild and restore any damaged Project in order to maintain placed-in-service status and avoid ITC recapture.
3.3 Business Interruption / Loss of Revenue Insurance
Named Insureds:
•  Solstice Holdings, LLC
•  Pecos Sun Solar, LLC
•  Red Mesa Solar, LLC
•  Coyote Flats Solar, LLC
•  Llano Verde Solar, LLC
•  Cimarron Solar, LLC
•  Sandoval Ridge Solar, LLC
•  Amistad Solar, LLC
Additional Insureds / Loss Payees:
•  Ridgeline Capital Partners, LLC (additional insured and loss payee)
•  Osprey National Bank, N.A. (additional insured and first loss payee)
Coverage Description: The business interruption policy covers lost revenue and net income arising from the interruption of solar generation at any Project due to an insured physical loss or damage event covered under the all-risk property insurance policy. During the construction period, the policy provided delayed start-up coverage, compensating for revenue lost as a result of a delay in the achievement of commercial operation caused by an insured event. Upon the achievement of commercial operation for each Project, the DSU coverage has been converted to standard business interruption coverage.
Indemnity Period: Eighteen (18) months from the date of loss for each covered event, providing adequate coverage for the period required to repair or replace damaged equipment and restore the affected Project to full operational capacity.
Policy Limit: The business interruption policy limit has been calculated based on the projected annual revenue from the power purchase agreements applicable to each Project, as follows:
•  Texas Projects (Pecos Sun, Red Mesa, Coyote Flats, Llano Verde, and Amistad): Revenue projections based on power purchase agreements with Lone Star Grid Solutions, LLC, at a weighted-average contract price of $32.50/MWh, with a 1.5% annual escalator.
•  New Mexico Projects (Cimarron and Sandoval Ridge): Revenue projections based on power purchase agreements with Enchantment Power Cooperative, at a weighted-average contract price of $29.75/MWh, with a 2.0% annual escalator.
The aggregate policy limit reflects eighteen (18) months of projected revenue across all seven Projects, calculated using the P50 energy production estimates set forth in the independent engineer's report.
Waiting Period / Deductible: Sixty (60) days from the date of loss, during which the insured bears the cost of lost revenue before the indemnity period commences.
Key Endorsements:
•  Extended period of indemnity — providing coverage for a gradual ramp-up period following restoration of the facility, during which generation output may be below pre-loss levels
•  Contingent business interruption — providing coverage for lost revenue resulting from physical loss or damage at a supplier's or customer's premises (e.g., interruption of grid interconnection at the utility's substation)
•  Loss payee endorsement consistent with the Intercreditor Agreement priority (Osprey first, Ridgeline second)
LLCA Compliance: The business interruption policy satisfies the revenue protection requirements of Article VIII of the LLCA, ensuring that cash distributions to Ridgeline, as Tax-Equity Member, are preserved during outage events resulting from insured physical loss or damage. The eighteen (18) month indemnity period exceeds the minimum twelve (12) month period specified in the LLCA.
3.4 Commercial General Liability Insurance
Named Insureds:
•  Calloway-Briggs Renewables Inc.
•  CBR Solstice Manager, LLC
•  Solstice Holdings, LLC
•  Pecos Sun Solar, LLC
•  Red Mesa Solar, LLC
•  Coyote Flats Solar, LLC
•  Llano Verde Solar, LLC
•  Cimarron Solar, LLC
•  Sandoval Ridge Solar, LLC
•  Amistad Solar, LLC
Additional Insureds:
•  Ridgeline Capital Partners, LLC
•  Pinehurst Insurance Group, Inc.
•  Osprey National Bank, N.A.
Coverage Description: The CGL policy provides coverage for third-party claims of bodily injury, property damage, and personal and advertising injury arising out of the ownership, operation, maintenance, or use of the solar facilities comprising the Solstice Portfolio. The policy is written on an occurrence basis, meaning that coverage is triggered by the date of the occurrence giving rise to the claim, regardless of when the claim is made.
Policy Limits:
Deductible / Self-Insured Retention: $50,000 per occurrence.
Key Endorsements:
•  Additional insured — owners, lessees, and contractors (ISO CG 20 10 and CG 20 37 or equivalent), adding Ridgeline, Pinehurst, and Osprey as additional insureds with respect to liability arising out of the named insured's ownership, operation, or maintenance of the Projects
•  Waiver of subrogation (ISO CG 24 04 or equivalent) in favor of Ridgeline, Pinehurst, and Osprey
•  Primary and non-contributory endorsement (ISO CG 20 01 or equivalent), providing that the CGL policy is primary to, and non-contributory with, any other insurance maintained by or available to the additional insureds
•  Severability of interests / separation of insureds — providing that the policy will apply separately to each insured as if each were the only insured, except with respect to the aggregate limits
•  Per-project aggregate endorsement (ISO CG 25 03 or equivalent), providing a separate general aggregate limit for each Project
LLCA Compliance: The CGL policy meets the minimum per-occurrence and aggregate limits specified in Article VIII and Schedule VIII-A of the LLCA. All required additional insured, waiver of subrogation, and primary and non-contributory endorsements have been obtained and attached to the policy.
3.5 Excess / Umbrella Liability Insurance
Named Insureds and Additional Insureds: Same as the CGL policy set forth in Section 3.4 above. The excess/umbrella policy follows the additional insured provisions of the underlying CGL, automobile liability, and employer's liability policies.
Coverage Description: The excess/umbrella policy provides coverage in excess of the limits of the underlying commercial general liability, automobile liability, and employer's liability policies. The policy is written on a follow-form basis, meaning that it provides the same coverage terms and conditions as the underlying policies, subject to the terms and conditions of the excess/umbrella policy itself.
Policy Limit: $25,000,000 per occurrence and in the aggregate.
Self-Insured Retention: $10,000 for claims not covered by the underlying policies.
Key Endorsements:
•  Follow-form with underlying CGL additional insured endorsements — all parties named as additional insureds on the CGL policy are automatically included as additional insureds under the excess/umbrella policy
•  Drop-down coverage — providing that the excess/umbrella policy will drop down and provide primary coverage in the event that the underlying policy's aggregate limit is exhausted
•  Defense costs in addition to limits
LLCA Compliance: The excess/umbrella policy, together with the underlying CGL, provides total liability limits of $27,000,000 per occurrence and $30,000,000 aggregate, which exceeds the minimum combined liability limits specified in the LLCA.
3.6 Environmental / Pollution Liability Insurance
Named Insureds:
•  Solstice Holdings, LLC
•  Pecos Sun Solar, LLC
•  Red Mesa Solar, LLC
•  Coyote Flats Solar, LLC
•  Llano Verde Solar, LLC
•  Cimarron Solar, LLC
•  Sandoval Ridge Solar, LLC
•  Amistad Solar, LLC
Additional Insureds:
•  Ridgeline Capital Partners, LLC
•  Pinehurst Insurance Group, Inc.
Coverage Description: The PLL policy provides coverage for third-party claims of bodily injury and property damage arising from pollution conditions at or emanating from the Project sites, as well as clean-up costs and defense costs incurred in connection with the investigation, remediation, and monitoring of pollution conditions. The policy is written on a claims-made basis with a retroactive date of January 1, 2022, corresponding to the commencement of site investigation and construction activities.
Policy Limits:
Deductible / Self-Insured Retention: $100,000 per loss.
Key Endorsements:
•  Coverage for pre-existing conditions discovered during construction — the policy provides first-dollar coverage (above the SIR) for pollution conditions that were unknown at the time of policy inception but are subsequently discovered during construction or operational activities
•  Coverage for conditions arising from battery energy storage systems, if applicable — while the current Solstice Portfolio does not include battery storage, this endorsement provides prospective coverage in the event that battery storage is added to any Project in the future
•  Waiver of subrogation in favor of Ridgeline and Pinehurst
•  Thirty (30) days' advance written notice of cancellation or material modification (ten (10) days for non-payment of premium)
LLCA Compliance: The PLL policy meets the environmental risk coverage requirements of Article VIII of the LLCA, including the minimum per-loss and aggregate limits and the requirement for coverage extending throughout the term of the Partnership.
Note on Project Locations and Environmental Conditions: The seven Project sites span across Reeves County, Pecos County, Ward County, Hudspeth County, and Val Verde County in Texas, and Lea County and Sandoval County in New Mexico. Phase I Environmental Site Assessments (ESAs) have been completed for all seven sites in accordance with ASTM Standard E1527-21. No recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs") were identified at any Project site. The Phase I ESAs are on file with C&H and have been provided to Sentinel for purposes of the PLL underwriting.
3.7 Workers' Compensation and Employer's Liability
Coverage Maintained By:
(a) Construction Phase: Vasquez Brothers Construction, Inc. maintains workers' compensation and employer's liability insurance covering all VBC employees and subcontractor personnel engaged in the construction of the Projects.
(b) Operations Phase: Calloway-Briggs Renewables Inc. maintains workers' compensation and employer's liability insurance covering all CBR operations and maintenance personnel assigned to the Projects.
Workers' Compensation Limits: Statutory limits per the applicable laws of the States of Texas and New Mexico. In Texas, where workers' compensation coverage is elective, VBC and CBR have both elected to maintain coverage through the Texas Department of Insurance. In New Mexico, workers' compensation coverage is mandatory for all employers.
Employer's Liability Limits:
Additional Insured Status: VBC has provided certificates of insurance confirming compliance with the workers' compensation and employer's liability insurance requirements of the Master EPC Agreement. Solstice Holdings, LLC and Ridgeline Capital Partners, LLC are named as additional insureds on VBC's employer's liability policy (but not on the workers' compensation policy, which by its nature covers only the employer's statutory obligations to its own employees).
Waiver of Subrogation: The employer's liability policy includes a waiver of subrogation endorsement in favor of Solstice Holdings, LLC, Ridgeline Capital Partners, LLC, and CBR.
3.8 Automobile Liability Insurance
Coverage Maintained By:
(a) Construction Phase: Vasquez Brothers Construction, Inc. (b) Operations Phase: Calloway-Briggs Renewables Inc.
Both VBC and CBR have provided certificates of insurance confirming that the automobile liability policies are in full force and effect and that all required endorsements have been obtained.
SECTION 4: SURETY BONDS
4.1 EPC Performance Bond
Coverage Description: The performance bond issued by Ironclad Surety Corp. guarantees the faithful performance and completion by VBC of all work required under the Master EPC Agreement for all seven Projects comprising the Solstice Portfolio, including the procurement and installation of all photovoltaic modules, inverters, tracker systems, substations, interconnection facilities, and balance-of-system components, and the achievement of commercial operation for each Project in accordance with the schedule and technical specifications set forth in the Master EPC Agreement.
Duration: The performance bond remains in full force and effect from the date of the Master EPC Agreement through the later of (a) final completion and satisfaction of all punch-list items for the last Project to achieve commercial operation, and (b) the expiration of the two (2)-year warranty period following final completion.
Dual Obligee Rider: Ridgeline Capital Partners, LLC and Osprey National Bank, N.A. are named as co-obligees and dual obligees under the performance bond, pursuant to a dual obligee rider endorsed on the bond form. The dual obligee rider provides that Ridgeline and Osprey have independent rights to make claims against the bond in the event of VBC's default under the Master EPC Agreement, without the need for CBR's consent or joinder.
4.2 EPC Payment Bond
Coverage Description: The payment bond issued by Ironclad Surety Corp. guarantees that VBC will make full and timely payment to all subcontractors, materialmen, suppliers, and laborers providing work, materials, equipment, or services in connection with the construction of the Projects. The payment bond protects the Project Companies and Solstice Holdings, LLC against mechanics' and materialmen's liens that could arise from VBC's failure to pay its subcontractors and suppliers.
Duration: The payment bond is co-terminus with the performance bond described in Section 4.1 above.
4.3 Compliance Confirmation
C&H has reviewed the performance bond (ISC-PB-2022-31547) and the payment bond (ISC-PYB-2022-31548) issued by Ironclad Surety Corp. and confirms the following:
(a) Carrier Rating. Ironclad Surety Corp. is rated A (Excellent) by A.M. Best Company, Inc., which exceeds the minimum A- rating required under the LLCA and the Master EPC Agreement.
(b) Treasury Listing. Ironclad Surety Corp. is listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Circular 570) and is authorized to issue bonds in connection with federal and federally-assisted projects.
(c) Full Force and Effect. Both the performance bond and the payment bond are in full force and effect as of the Closing Date, and no event has occurred that would constitute a termination, cancellation, or modification of either bond.
(d) No Claims. To C&H's knowledge, based on the representations of VBC, CBR, and Ironclad, no claims have been made against either the performance bond or the payment bond as of December 8, 2023.
(e) Bond Form Compliance. The bond forms, including the dual obligee riders, have been reviewed by C&H and are confirmed to be compliant with the bond requirements set forth in Article VIII of the LLCA and Section 12.04 of the Master EPC Agreement.
SECTION 5: ADDITIONAL INSURED AND LOSS PAYEE COMPLIANCE MATRIX
5.1 Matrix Table
The following matrix table provides a comprehensive summary of the additional insured, loss payee, and co-obligee designations on each policy and bond maintained for the Solstice Portfolio. For each required party, the table identifies whether the party has been named on the applicable policy or bond and in what capacity.
Legend:
•  AI = Additional Insured
•  NI = Named Insured
•  LP (1st) = First Loss Payee / First Mortgagee
•  LP (2nd) = Second Loss Payee / Additional Loss Payee (per Intercreditor Agreement priority)
•  LP* = Referenced loss payee on property as it relates to ITC-basis property (per TCPA)
•  Co-Obligee = Named as co-obligee under dual obligee rider on surety bonds
•  Principal = Bond principal
5.2 Endorsement Verification
C&H has reviewed the endorsements attached to each insurance policy and confirms the following:
(a) Additional Insured Endorsements. All required additional insured endorsements have been issued and attached to the applicable policies. The endorsements correctly identify each required party by its full legal name, entity type, and state of organization. The endorsements provide coverage for the additional insureds with respect to liability or loss arising out of the ownership, operation, maintenance, or use of the Projects by the named insureds.
(b) Loss Payee and Mortgagee Endorsements. All required loss payee and mortgagee endorsements have been issued and attached to the all-risk property, builder's risk, and business interruption policies. The loss payee priority reflects the arrangement established by the Intercreditor Agreement: Osprey National Bank, N.A. is designated as first mortgagee/loss payee, and Ridgeline Capital Partners, LLC is designated as second/additional loss payee. Pinehurst Insurance Group, Inc. is named as a referenced loss payee on the all-risk property policy as it relates to the ITC-basis property, as required by the TCPA.
(c) Waiver of Subrogation Endorsements. Waiver of subrogation endorsements have been confirmed on all property and liability policies in favor of Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Osprey National Bank, N.A. These endorsements provide that the carrier waives any right of subrogation against the named parties, ensuring that the carrier will not seek recovery from such parties in the event of a paid claim.
(d) Primary and Non-Contributory Endorsements. Primary and non-contributory endorsements have been confirmed on the CGL policy, providing that the CGL policy is primary to, and will not seek contribution from, any other insurance maintained by or available to the additional insureds.
(e) Notice of Cancellation and Material Change. All policies include provisions requiring the carrier to provide not less than thirty (30) days' advance written notice to all named insureds, additional insureds, and loss payees of any cancellation, non-renewal, or material modification of the policy, reduced to not less than ten (10) days' advance written notice in the case of cancellation for non-payment of premium. C&H has confirmed that these notice provisions are endorsed on each policy and are consistent with the requirements of the LLCA, the TCPA, and the Osprey lending documents.
SECTION 6: CARRIER FINANCIAL STRENGTH
6.1 Fortis Indemnity Company
Fortis Indemnity Company is licensed to write insurance coverage in all fifty (50) states, the District of Columbia, and all U.S. territories. In particular, Fortis is licensed to write property, casualty, inland marine, and liability coverage in the States of Texas, New Mexico, and Delaware, which are the relevant jurisdictions for the Solstice Portfolio.
The A.M. Best rating of A (Excellent), Financial Size Category XV, significantly exceeds the minimum carrier rating requirement of A- (Excellent), Financial Size Category VII, specified in Article VIII of the LLCA and Section 6.04 of the TCPA. A copy of the A.M. Best rating certificate for Fortis Indemnity Company is attached hereto as part of Exhibit F.
6.2 Ironclad Surety Corp.
Ironclad Surety Corp. is licensed to issue surety bonds in all fifty (50) states, including the States of Texas and New Mexico. Ironclad is listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Circular 570), as published by the Bureau of the Fiscal Service, confirming its authorization to issue bonds in connection with federal and federally-assisted construction projects. The underwriting limit for Ironclad as reported on Circular 570 is adequate to support the $384,600,000 bond amount for the Solstice Portfolio.
The A.M. Best rating of A (Excellent) exceeds the minimum A- rating required under the LLCA and the Master EPC Agreement. A copy of the A.M. Best rating certificate for Ironclad Surety Corp. and a printout of the Circular 570 listing are attached hereto as part of Exhibit F.
SECTION 7: PROJECT-SPECIFIC INSURANCE SUMMARY
7.1 Individual Project Coverage Table
The following table provides a project-by-project summary of the key insurance and project parameters for each of the seven Projects comprising the Solstice Portfolio. For each Project, the table identifies the Project name, the Project Company entity name, the nameplate capacity in MW(dc), the site location (county and state), the commercial operation date (COD), the EPC cost, the per-project property insurance limit, and the PPA offtaker for purposes of business interruption coverage calculations.
Confirmation of Endorsements by Project: C&H has confirmed that, for each Project listed above, all required additional insured endorsements, loss payee endorsements, waiver of subrogation endorsements, and notice of cancellation provisions have been issued and attached to each applicable insurance policy. The builder's risk policy has been in effect for each Project from the date of the applicable notice to proceed and is being transitioned to the permanent all-risk property policy as described in Section 3.1 above. The operational all-risk property policy effective dates correspond to each Project's COD date, with rolling effective dates as shown in the table above. The business interruption policy is co-terminus with the all-risk property policy for each Project, and the projected revenue calculations used to establish the business interruption policy limit incorporate the applicable PPA offtaker contract prices and escalation rates as identified in the table.
SECTION 8: ONGOING COMPLIANCE OBLIGATIONS
8.1 Annual Renewal Requirements
The insurance program for the Solstice Portfolio is subject to ongoing compliance obligations that extend throughout the term of the Partnership and, with respect to certain coverages, throughout the ITC recapture period. CBR Solstice Manager, LLC, in its capacity as Managing Member, bears primary responsibility for the administration of the insurance program and for compliance with the following renewal requirements:
(a) Evidence of Renewal. The Managing Member must deliver to Ridgeline Capital Partners, LLC evidence of the renewal of each required insurance policy within thirty (30) days following each policy anniversary. Such evidence must include updated certificates of insurance (ACORD 28 and ACORD 25 forms), copies of renewal declarations pages, and confirmation that all required endorsements (including additional insured, loss payee, waiver of subrogation, and notice of cancellation endorsements) have been obtained and attached to the renewed policies.
(b) Concurrent Delivery to Pinehurst and Osprey. Copies of all renewal certificates and declarations pages must be provided concurrently to Pinehurst Insurance Group, Inc. (in accordance with Section 6.04 of the TCPA) and to Osprey National Bank, N.A. (in accordance with the insurance provisions of the Pledge Agreement and the construction facility agreement).
(c) Material Changes. Any changes in the insurance carrier, policy limits, deductible amounts, sublimits, or other material terms of any required policy require not less than thirty (30) days' prior written notice to Ridgeline and Osprey and, under the TCPA, to Pinehurst. No material reduction in coverage or increase in deductibles may be effected without the prior written consent of Ridgeline, acting in its reasonable discretion.
(d) Carrier Rating Compliance. The Managing Member must monitor the A.M. Best ratings of all insurance carriers and sureties on an ongoing basis. In the event that any carrier's rating falls below A- (Excellent) or Financial Size Category VII, the Managing Member must promptly notify Ridgeline, Pinehurst, and Osprey and must replace the affected coverage with a carrier meeting the minimum rating requirements within sixty (60) days of such downgrade.
8.2 Claims Notification Obligations
The Transaction Documents impose specific claims notification obligations on the Managing Member, which are designed to ensure that all parties with an economic interest in the Projects are promptly informed of any event that may give rise to an insurance claim or that could otherwise affect the value, condition, or tax status of the Projects:
(a) General Claims Notification. The Managing Member must provide prompt written notification to Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Osprey National Bank, N.A. of any claim, loss, occurrence, or event that may give rise to a claim under any insurance policy maintained for the Solstice Portfolio. Such notification must be provided as soon as practicable and in no event later than five (5) business days following the Managing Member's knowledge of such claim, loss, occurrence, or event.
(b) ITC Recapture Coordination. Any physical loss, damage, or casualty event that could trigger ITC recapture under Section 50(a) of the Code — including, without limitation, any event that results in a cessation of the placed-in-service status of any Project, a disposition of ITC-eligible property, or a change in use of the solar energy property — must be reported to Pinehurst Insurance Group, Inc. within five (5) business days. This notification obligation is coordinated with the indemnification provisions of the Tax Indemnity Agreement and is intended to enable Pinehurst to monitor the ITC recapture risk in real time.
(c) Casualty Proceeds and Restoration. All casualty proceeds received under the property insurance policies must be deposited into a segregated restoration account maintained by the Managing Member (or, if required by Osprey, by a collateral agent). Such proceeds must be applied exclusively to rebuild and restore the affected Project to its pre-loss condition, consistent with the restoration covenants of Section 6.04(c) of the TCPA and Article VIII of the LLCA. No casualty proceeds may be distributed to any member or applied to any purpose other than restoration without the prior written consent of Ridgeline, Pinehurst, and Osprey.
8.3 ITC Recapture Period Monitoring
The investment tax credits generated by the Projects are subject to a five-year recapture period under Section 50(a) of the Code. The maintenance of adequate property insurance throughout the recapture period is a critical component of the tax credit protection framework established by the Transaction Documents. The following monitoring obligations apply:
(a) Continuous Coverage. All property insurance must be maintained continuously and without interruption through the expiration of the five-year ITC recapture period for each Project. Because the Projects achieved commercial operation on a rolling basis between September 30, 2023 (Cimarron Solar) and November 18, 2023 (Amistad Solar), the recapture period for the last Project (Amistad Solar) will not expire until November 18, 2028, at the earliest. Accordingly, all property insurance must be maintained through at least November 18, 2028, and the Managing Member must deliver evidence of continuous coverage to Pinehurst on each policy anniversary throughout the recapture period.
(b) Default and Breach Consequences. Failure to maintain required insurance at any time during the ITC recapture period constitutes (i) an event of default under the LLCA, entitling Ridgeline to exercise its default remedies (including removal of the Managing Member and cure at the Managing Member's expense), and (ii) a breach of the representations and covenants of the TCPA, entitling Pinehurst to seek indemnification under the Tax Indemnity Agreement for any resulting ITC recapture, disallowance, or reduction.
(c) Environmental Liability Buffer. The pollution legal liability (PLL) policy described in Section 3.6 above has been placed on a ten (10)-year term (December 8, 2023 through December 8, 2033), providing a substantial coverage buffer beyond the expiration of the recapture period. This extended term ensures that environmental liability coverage will remain in effect for the full duration of the recapture period plus an additional five (5) years, protecting against latent environmental claims that may arise after the expiration of the recapture period.
SECTION 9: EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are incorporated by reference into this Insurance Compliance Certificate and Coverage Summary and form an integral part hereof. All exhibits are attached hereto in the order listed below.
Exhibit A: Certificates of Insurance
Copies of the following certificates of insurance, each issued by Sentinel Underwriters, Inc. as broker of record, are attached hereto:
•  ACORD 28 (Evidence of Commercial Property Insurance) for each property policy, including the builder's risk policy (FIC-BR-2022-07841), the all-risk property policy (FIC-PR-2023-12456), and the business interruption policy (FIC-BI-2023-12457)
•  ACORD 25 (Certificate of Liability Insurance) for each liability policy, including the CGL policy (FIC-GL-2023-09821), the excess/umbrella policy (FIC-XS-2023-09822), and the pollution legal liability policy (FIC-PL-2023-05674)
•  ACORD 25 certificates for workers' compensation, employer's liability, and automobile liability policies maintained by VBC and CBR
Each certificate has been reviewed by C&H and confirmed to accurately reflect the coverage terms, limits, deductibles, named insureds, additional insureds, and loss payees described in Section 3 of this Certificate.
Exhibit B: Schedule of Policy Numbers and Effective Dates
A complete schedule listing all insurance policies maintained for the Solstice Portfolio, including for each policy: the policy number, the carrier name, the effective date, the expiration date, the annual premium amount, and the carrier's contact information for claims reporting and policy servicing purposes. The schedule is organized by coverage type and corresponds to the coverage summaries set forth in Section 3 above.
Exhibit C: Additional Insured and Loss Payee Endorsements
Copies of all endorsements naming Ridgeline Capital Partners, LLC, Pinehurst Insurance Group, Inc., and Osprey National Bank, N.A. as additional insureds and/or loss payees on the applicable policies, including:
•  Additional insured endorsements on all liability policies (CGL, excess/umbrella, employer's liability, and environmental/pollution liability)
•  Loss payee and mortgagee endorsements on all property and business interruption policies
•  Waiver of subrogation endorsements on all property and liability policies
•  Primary and non-contributory endorsements on the CGL policy
•  Notice of cancellation endorsements on all policies
Exhibit D: Surety Bond Copies
Copies of the following surety bonds issued by Ironclad Surety Corp., including all riders and endorsements:
•  Performance Bond No. ISC-PB-2022-31547
•  Payment Bond No. ISC-PYB-2022-31548
•  Dual obligee riders naming Ridgeline Capital Partners, LLC and Osprey National Bank, N.A. as co-obligees
Exhibit E: Broker Confirmation Letter
A letter from Laura Jennings, Senior Vice President, Commercial & Specialty Lines, Sentinel Underwriters, Inc. (55 East Monroe Street, Suite 3700, Chicago, IL 60603), addressed to C&H and the addressees of this Certificate, confirming that:
(a) all insurance policies listed in the Coverage Summary (Section 3) are in full force and effect as of December 8, 2023; (b) all premiums have been paid in full through the current policy period for each policy; (c) all required endorsements have been obtained and attached to the applicable policies; (d) no notices of cancellation, non-renewal, or material modification have been issued or are pending with respect to any policy; and (e) Sentinel has