Conveyance Deed. A special warranty deed in the form satisfactory to Buyer, specifically stating all approved exceptions to title, if any, subject but not limited to, zoning or deed restrictions, easements and encumbrances of record by either Buyer or Seller, or future assessments if applicable.

Deed. A special warranty deed for each Property in the form attached hereto and made a part hereof [Exhibit B] and including a list of Permitted Exceptions for such Property to which the conveyance shall be subject, executed and acknowledged by the applicable Owner (the “Deed”);

AS IS Conveyance. EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN ANY AGREEMENT OR INSTRUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT CLOSING, INCLUDING, BUT NOT LIMITED TO, THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEED (THE “CLOSING DOCUMENTS”), PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER OR ANY AGENT OR EMPLOYEE THEREOF REGARDING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS PHYSICAL CONDITION, ITS SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS COMPLIANCE WITH LAWS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, OR THE PRESENCE OR ABSENCE OF CHEMICALS, TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES THEREUPON, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS, PURCHASER SHALL ACCEPT THE PROPERTY IN ITS “AS IS”, “WHERE IS”, “WITH ALL FAULTS” CONDITION, AND SELLER HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED.

Effect of Conveyance. As used in this Sublease, the term "Sublandlord" means the holder of the Tenant's interest under the Master Lease. In the event of any assignment or transfer of the Tenant's interest under the Master Lease, which assignment or transfer may occur at any time during the Term, as between Sublandlord and Subtenant, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord thereafter to be performed, and any transferee shall have been deemed to have assumed all covenants and obligations thereafter to be performed by Sublandlord hereunder, without any further action by Sublandlord, Subtenant or such transferee. Sublandlord may transfer and deliver any security of Subtenant to the transferee of the Tenant's interest under the Master Lease, and thereupon Sublandlord shall be discharged from any further liability with respect thereto.

Residual Interest Conveyance. The Borrower will not transfer any interest or residual interest in # its rights to receive amounts pursuant to [Section 2.08(a)(xii) or (ii)])] its membership or other equity interests.

Conveyance and Delivery. Assignor does hereby convey, grant, bargain, sell, transfer, set over, assign, deliver, and release unto Assignee and Assignee’s successors and assigns to have and hold forever, good and marketable title to the assets listed and described in [Schedule I] hereto (the “Acquired Assets”).

Quebec Re-conveyance. On the Final Payout Date, the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall automatically and without the requirement for any instrument of assignment or other document, on such day re-convey to the SPV the universality of all Quebec Assets arising on the Final Payout Date or thereafter (and excluding, for greater certainty, the universality of all Quebec Assets arising or existing at any time before the Final Payout Date), together with all rights, remedies, powers and privileges with respect to such Quebec Assets. Such re-conveyance by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), to the SPV shall be effected without any representation or warranty (express, implied, legal, statutory or otherwise) except for the warranty by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), that the re-conveyed assets are not subject to any lien created by or through the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable). The Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall, at the SPV’s expense, promptly execute and deliver all instruments and documents and take all other actions that may be reasonably necessary or advisable and that the SPV may reasonably request in order to give effect to such re-conveyance, and to perfect and render same opposable to third persons under applicable laws.

Deed of Trust. On the Effective Date, each Credit Party shall have duly authorized, executed and delivered a Deed of Trust covering the Mortgaged Properties in the form of Exhibit F.

In the event of a sale or other disposition of the Property, or any part thereof, and the execution of a deed or other conveyance pursuant thereto, the recitals therein of facts, such as default, the giving of notice of default, and notice of sale, terms of sale, purchaser, payment of purchase money, and any other fact affecting the regularity or validity of such sale or disposition, shall be conclusive proof of the truth of such facts; and any such deed or conveyance shall be conclusive proof against all persons as to such facts recited herein.

Correction Warranty Deed from Oso W. Pool to Texas Electric Service Company, dated October 10, 1984, filed for record on January 22, 1986, recorded in Volume 945, Page 108, Deed Records, Ector County, Texas. (S/2 of Section 36, Block 42, T2S)

Authorised Person means any person authorised in writing by the Director and approved by the Company, such approval not to be unreasonably withheld;

Before the Closing Date, Seller will deposit into escrow an executed limited warranty deed warranting title against lawful claims by, through, or under a conveyance from Seller, but not further or otherwise, conveying insurable title of the Property to Buyer, subject to the exceptions provided herein.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, mortgage, grant of a trust deed or security deed, lien, security interest, pledge, grant of option or other disposal of a legal or beneficial interest, or creation or issuance of new membership interest or any division of membership interest, merger, consolidation, recapitalization or reorganization, whether direct or indirect, including if ​ enters into, or the Property is subjected to, any PACE Loan.

Fee simple title to the Properties shall be conveyed to Purchaser subject only to the Permitted Exceptions (hereinafter defined). Conveyance to Purchaser of fee simple title to the Properties shall be by the applicable Seller’s delivery of an executed special warranty deed substantially in the form of Exhibit “C” attached hereto (the “Deed”), with such reasonable changes to such form as may be reasonably necessary to permit such Deed to be recorded in the applicable recording office for real estate records which is applicable to the Properties or as may be reasonably necessary to conform such Deed to any other requirements with respect to the form of special warranty deeds imposed by the laws of the state in which the Properties are located.

Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

The amount of the realty transfer fee payable in connection with the conveyance of the Property shall be paid by Seller as follows: Escrow Agent shall pay the full realty transfer fee directly to the taxing authority upon recording of the deed out of Seller’s sale proceeds. Purchaser shall be solely responsible for the payment of the “mansion tax” pursuant to N.J.S.A. 46:15-7.2, if applicable.

Correction Warranty Deed from Oso W. Pool to Texas Electric Service Company, dated ​, filed for record on ​ and recorded in Volume 921, Page 686, Deed Records, Ector County, Texas. (S/2 of Section 36, Block 42, T2S)

Sale, Transfer, Conveyance and Assignment of Intellectual Property. For and in consideration of an amount in cash equal to ​ (USD$150,000) (the “Purchase Price”), payable by Assignee to Assignor in one installment payment as set forth hereinbelow, Assignor hereby sells, transfers, conveys and assigns to Assignee all of its worldwide rights, title and interest in and to the Subject Patent and the Subject Product, including i) any and all know-how, data, shop practices, trade secrets, chemical components, constituent ingredients (as well as know-how related to how to manufacture and produce same), ratios, formulae, information related to sources of materials and components, and all information that is required for the Assignee to independently practice the Subject Patent and independently manufacture and produce the Subject Product; ii) all past, present and future causes of action and claims for damages derived by reason of infringement upon the Subject Patent; and # the entire worldwide right, title and interest in the Subject Patent, including the beneficial interest, together with all rights of priority, to file any and all applications based on or arising from the Subject Patent and future developments in the Subject Patent, which include, but are not limited to, provisional, nonprovisional, utility, design, industrial design, international, national/regional phase, plant, and petty patent applications, and any and all divisions, continuations, continuations-in-part, substitutes, extensions, re-examinations and reissues thereof, all of which together shall be for Assignee’s own use and for the use of its assigns, successors, and legal representatives, to the end of the full term of the Subject Patent. Title to the Subject Patent and Subject Product shall pass from Assignor to Assignee on the date hereof, immediately, by operation of law, and without the need to execute any other documents. Effective as of the date hereof, Assignee shall possess all rights of Assignor to collect royalties under the Subject Patent. Assignor hereby sells, assigns, transfers and conveys to Assignor all right, title and interest it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Subject Patent and all inventions and discoveries described therein, including without limitation all rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Subject Patent as of the date hereof. To evidence the assignment of the Subject Patent, Assignor shall cause to be executed before a Notary the assignment document attached hereto as Exhibit “A,” and, at Assignor’s expense, record same along with a properly formatted Patent Assignment Recordation Coversheet with the United States Patent and Trademark Office’s Assignment Recordation Branch no later than thirty (30) calendar days after the date hereof.

Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto.

Deed means this Deed and any documents expressly incorporated by reference.