T-55 Energy Project - Leasehold/Easement Owner’s Policy Endorsement

ENERGY PROJECT – LEASEHOLD/EASEMENT OWNER’S ENDORSEMENT (Form T-55)

1.            The insurance provided by this endorsement is subject to the exclusions in Section 6 of this endorsement; and the Exclusions from Coverage, the Exceptions  from Coverage contained in Schedule B, and the Conditions in the policy.

2.            For purposes of this endorsement only:

a.          “Constituent Parcel” means one of the parcels of Land described in  Schedule A that together constitute one integrated project.

b.          “Easement” means each easement described in Schedule A.

c.          “Easement Interest” means the right of use granted in the Easement for the Easement Term.

d.          “Easement Term” means the duration of the Easement Interest, as set forth in the Easement, including any renewal or extended term if a valid option  to renew or extend is contained in the Easement.

e.          “Electricity Facility” means an electricity generating facility which may include one or more of the following: a substation; a transmission,  distribution or collector line; an interconnection, inverter, transformer,  generator, turbine, array, solar panel, or module; a circuit breaker, footing, tower, pole, cross-arm, guy line, anchor, wire, control system,  communications or radio relay system, safety protection facility, road, and  other building, structure, fixture, machinery, equipment, appliance and  item associated with or incidental to the generation, conversion, storage,  switching, metering, step-up, step-down, inversion, transmission, conducting, wheeling, sale or other use or conveyance of electricity, on the Land at Date of Policy or to be built or constructed on the Land in the  locations according to the Plans, that by law constitutes real property.

f.           “Evicted” or “Eviction” means (a) the lawful deprivation, in whole or in part, of the right of possession or use insured by this policy, contrary to the  terms of any Lease or Easement or (b) the lawful prevention of the use of  the Land or any Electricity Facility or Severable Improvement for the  purposes permitted by the Lease or the Easement, as applicable, in either  case as a result of a matter covered by this policy.

g.          “Lease” means each lease described in Schedule A.

h.          “Leasehold Estate” means the right of possession granted in the Lease for the Lease Term.

i.           “Lease Term” means the duration of the Leasehold Estate, as set forth in  the Lease, including any renewal or extended term if a valid option to  renew or extend is contained in the Lease.

j.           “Plans” means the survey, site and elevation plans or other depictions or drawings prepared by (insert name of architect or engineer),

dated                                  , last revised                       ,_and designated as                 (insert name of project or project number) consisting of                             sheets.

k.          “Remaining Term” means the portion of the Easement Term or the Lease  Term remaining after the Insured has been Evicted.

l.           ”Severable Improvement” means property affixed to the Land at Date of Policy or to be affixed in the locations according to the Plans, that would  constitute an Electricity Facility but for its characterization as personal  property, and that by law does not constitute real property because (a) of  its character and manner of attachment to the Land and (b) the property  can be severed from the Land without causing material damage to the property or to the Land.

3.          Valuation of Title as an Integrated Project:

a.          If in computing loss or damage it becomes necessary to value the Title, or  any portion of it, as the result of an Eviction, then, as to that portion of the  Land from which the Insured is Evicted, that value shall consist of (i) the  value of (A) the Leasehold Estate or the Easement Interest for the  Remaining Term, as applicable, (B) any Electricity Facility existing on the  date of the Eviction, and, if applicable, (ii) any reduction in value of another insured Lease or Easement as computed in Section 3(b) below.

b.          A computation of loss or damage resulting from an Eviction affecting  any Constituent Parcel shall include loss or damage to the integrated  project caused by the covered matter affecting the Constituent Parcel from which the Insured is Evicted.

c.          The Insured Claimant shall have the right to have the Leasehold Estate, the Easement Interest, and any Electricity Facility affected by a defect insured  against by this policy valued either as a whole or separately. In either event, this determination of value shall take into account any rent or use payments no longer required to be paid for the Remaining Term.

d.          The provisions of this Section 3 shall not diminish the Insured’s rights under any other endorsement to the policy; however, the calculation of loss or damage pursuant to this endorsement shall not allow duplication  of recovery for loss or damage calculated pursuant to Section 8 of the  Conditions or any other endorsement to the policy.

4.            Valuation of Severable Improvements:

a.             In the event of an Eviction, the calculation of the loss shall include (but not to the extent that these items of loss are included in the valuation of the  Title determined pursuant to Section 8 of the Conditions or any other  provision of this or any other endorsement) the diminution in value of the Insured’s interest in any Severable Improvement resulting from the  Eviction, reduced by the salvage value of the Severable Improvement.

The policy does not insure against loss or damage (and the Company will not pay any costs, attorneys’ fees or expenses) relating to:

i.              the attachment, perfection or priority of any security interest in any  Severable Improvement;

ii.             the vesting or ownership of title to or rights in any Severable Improvement;

iii.           any defect in or lien or encumbrance on the title to any Severable  Improvement; or

iv.           the determination of whether any specific property is real or personal in nature.

5.            Additional items of loss covered by this endorsement:

If the Insured is Evicted, the following items of loss, if applicable to that portion of the Land from which the Insured is Evicted, shall be included, without duplication, in computing loss or damage incurred by the Insured, but not to the extent that the same are included in the valuation of the Title determined pursuant to Section 3 of this endorsement, the valuation of Severable Improvements pursuant to Section 4 of this endorsement, or Section 8(a)(ii) of the Conditions.

a.             The reasonable cost of: (i) disassembling, removing, relocating and reassembling any Severable Improvement that the Insured has the right to remove and relocate, situated on the Land at the time of Eviction, to the  extent necessary to restore and make functional the integrated project; (ii)  transportation of that Severable Improvement for the initial one hundred  miles incurred in connection with the restoration or relocation; and (iii)  restoring the Land to the extent damaged as a result of the disassembly,  removal and relocation of the Severable Improvement and required of the Insured solely because of the Eviction.

b.             Rent, easement payments or damages for use and occupancy of the Land  prior to the Eviction that the Insured as owner of the Leasehold Estate or  the Easement Interest, as applicable, may be obligated to pay to any  person having paramount title to that of the lessor in the Lease or the grantor in the Easement, as applicable.

c.              The amount of rent, easement payments or damages that, by the terms of  the Lease or the Easement, as applicable, the Insured must continue to pay to the lessor or grantor after Eviction with respect to the portion of the Leasehold Estate or Easement Interest, as applicable, from which the  Insured has been Evicted.

d.             The fair market value, at the time of the Eviction, of the estate or interest

of the Insured in any lease, sublease or easement specifically permitted by the Lease or Easement, as applicable, and made by the Insured as lessor or  grantor of all or part of the Leasehold Estate or Easement Interest, as applicable.

e.             Damages caused by the Eviction that the Insured is obligated to pay to  lessees or sublessees or easement or sub easement grantees on account of the breach of any lease or sublease or easement or sub easement  specifically permitted by the Lease or the Easement, as applicable, and  made by the Insured as lessor or grantor of all or part of the Leasehold Estate or Easement Interest, as applicable.

f.               The reasonable cost to obtain land use, zoning, building and  occupancy permits, architectural and engineering services and

environmental testing and reviews for a replacement leasehold reasonably  equivalent to the Leasehold Estate or a replacement easement reasonably  equivalent to the Easement Interest, as applicable.

g.             If any Electricity Facility is not substantially completed at the time of  Eviction, the actual cost incurred by the Insured up to the time of Eviction, less the salvage value, for the Electricity Facility located on that portion of the Land from which the Insured is Evicted. Those costs include costs  incurred to construct and fabricate the Electricity Facility, obtain land use,  zoning, building and occupancy permits, architectural and engineering  services, construction management services, environmental testing and  reviews, and landscaping, and cancellation fees related to the foregoing.

6.            This endorsement does not insure against loss, damage or costs of remediation (and the Company will not pay costs, attorneys' fees, or expenses) resulting from environmental damage or contamination.

This endorsement is issued as part of the policy. Except as it expressly states, it does not

(i) modify any of the terms and provisions of the policy, (ii) modify any prior  endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an  express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior  endorsements.

[Witness clause optional]

[STEWART TITLE GUARANTY COMPANY]