Insurance Deliveries. The Borrower will, within fifteen (15) Business Days following the date hereof, deliver a lender's loss payee endorsement with respect to the Loan Parties' property insurance policies, in form and substance satisfactory to Agent.

Title & Deliveries. At or prior to Closing, Seller shall deliver to the Escrow Agent and/or Buyer the following items for the Property, duly executed and acknowledged where required:

Closing Deliveries. Concurrently with the execution of this Amendment, the Borrowers shall:

Closing Deliveries. Sellers shall have delivered to Purchaser the items set forth in Section 3.3.

Subject to satisfaction or (if permissible) waiver of the conditions set forth in Clause 2.1, at the Closing, the Buyer shall deliver (or cause one or more of its Affiliates to deliver) to the Seller:

Indemnification by Buyer. Buyer agrees to save, defend and indemnify current holders of Company common stock who will receive Series C Shares as a result of the consummation and closing of the Merger, against and hold each of them harmless from any and all damages arising from the breach of any of Buyer’s representations, warranties, covenants or agreements contained herein or the documents executed by Buyer in connection herewith, which arise during the Indemnification Period.

Organization of Buyer. Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.

Indemnification by Buyer. Subject to the terms and conditions of this Article 8, Buyer will indemnify, defend and hold harmless Seller, its respective Affiliates, and their respective successors and assigns (the “Seller Indemnitees”) from and against the entirety of any Adverse Consequences they may suffer or incur resulting from, arising out of, relating to, in the nature of, or caused by # any breach or inaccuracy of any representation or warranty made by Buyer in Section 2.2, # any breach of any covenant or agreement of Buyer or the Partnership or any of their Affiliates in this Agreement, or # the sale or distribution of any of the Partnership’s products prior to the Closing Date which indemnification shall be to the same extent WACS and the Partnership are obligated to so indemnify the Seller Indemnitees in accordance with the terms of the Partnership Agreement in effect as of the date hereof.

Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ # existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and # any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that # during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and # Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.

Deliveries at Closing. At the Closing, each Party shall deliver or cause to be delivered all of the certificates, instruments, and other documents required to be delivered by such Party pursuant to Article VI.