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e e acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto Grantee, Texas Genco GP's undivided one percent (1%) interest, and Texas Genco LP's undivided ninety-nine percent (99%) interest, in and to the Plant Property, the Easement Agreement and the Interconnection Agreement.. This conveyance is expressly made subject to (i) the terms and conditions of the Easement ,Agreement and the Interconnection Agreement, TGH's obligations-under each of which are being hereby assumed by Grantee; (ii) those cemun encumbrances to title that are of record in the real property records of said county, except for any and all liens and security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper survey would show, to the extent and only to the extent such matters are valid and subsisting and affect the Plant Property as of the date hereof; and (iii) any titles or rights to tidelands, or lands comprising the shores or beds of navigable or perennial rive:rs and streams, lakes, bays, gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government; or to filled-in lands or artificial islands; or to statutory water rights, including riparian rights; or to the area extending from the line of me~m low tide to the line of vegetation, or the rights of access to that area or easement along and across the area. TO HAVE AND TO HOLD the Plant Property, together with all 'and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever, subject to the specific matters stated in the immediately preceding paragraph; and LLC does -hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Plant Property, and LLC's interest in the Easement Agreement and the Interconnection Agreement, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that the matters herein stated to which this conveyance is made subject to shall not in any way limit or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of title or any title insurance company. THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT PROPERTY, (b) AS TO ANY wARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY. Capitalized terms not defined in this Part ill shall have the respective meanings set forth in Part I or Part II. The LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED, SCHEDULE lA, SCHEDULE IB and SCHEDULE lC, SCHEDULE 2A, SCHEDULE 2B, SCHEDULE 3 and SCHEDULE 4 are attached hereto and incorporated herein for all purposes. This Deed may be executed in multiple counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary tCl account for only one such counterpart in proving the existence, validity or content of this Deed. /' HOU03:827974.4 9