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<br />e <br /> <br />e <br /> <br />excluded and retained by Assignor, all other right, title and interest in and to the Contract to the <br />extent the property covered by the Contract is not conveyed to Assignee in the Deed. <br /> <br />2. As Is - Where Is Transfer. THE CONTRACT IS BEING PARTIALLY <br />TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY <br />REPRESENTATION OR WARRANTY OF ANY NATIJRE (a) AS TO THE VALUE OR <br />FREEDOM FROM ENCUMBRANCE OF, THE CONTRACT, (b) AS TO ANY WARRANTY <br />OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE <br />OF, OR ANY OTHER MATTER CONCERNING, THE CONTRACT OR (c) AS TO THE <br />LEGAL SUFFICIENCY OF THIS PARTIAL ASSIGNMENT TO PARTIALLY ASSIGN <br />TITLE TO THE CONTRACT. <br /> <br />PART II, <br /> <br />TEXAS GENCO HOLDINGS. INC. TO TEXAS GENCO GP. LLC AND <br />TEXAS GENCO LP. LLC <br /> <br />THAT TGR, for and in consideration of the sum of TEN AND NOIlOO <br />DOLLARS ($10.00) in hand paid to TGH by TEXAS GENCO GP, LLC ("Texas Genco GP''), <br />a Texas limited liability company, and TEXAS' GENCO LP, LLC ("Texas Genco LP''), a <br />Delaware limited liability company (collectively sometimes called "LLC''), whose mailing <br />address is P. O. Box 61.867, Houston, Texas 77208, and oth.er good and valuable consideration, <br />the receipt and suffic~ency of which consideration are hereby acknowledged, has ASSIGNED, <br />TRANSFERRED and DELIVERED and by these presents does ASSIGN, TRANSFER and <br />DELIVER unto Texas Genco GP, an undivided one percent (1%), and to Texas Genco LP, an <br />undivided ninety-nine percent (99%) right, title and interest, in and to TGH's interest in the <br />Contract. <br /> <br />1. As Is - Where Is Transfer.. THE CONI'RACT IS BEING PARTIALLY <br />TRANSFERRED AND ASSIGNED "AS IS, WHERE IS," WITHOUT ANY <br />REPRESENTATION OR WARRANTY OF ANY NATURE <a> AS TO THE VALUE OR <br />FREEDOM FROM ENCUMBRANCE OF, THE CONTRACT, (b) AS TO ANY WARRANTY <br />OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE <br />OF, OR ANY OTHER MATTER CONCERNING, THE CONTRACT OR (c) AS TO THE <br />LEGAL SUFFICIENCY OF THIS PARTIAL ASSIGNMENT TO PARTIALLY ASSIGN <br />TITLE TO THE CONTRACT. <br /> <br />2. Certain Definitions. Capitalized terms not dc~fined in this Part II shall have the <br />respective meanings set forth in Part I. <br /> <br />PART ill <br /> <br />TEXAS GENCO GP.LLC AND TEXAS GENCO LP. LLC <br />TO TEXAS GENCO. LP <br /> <br />HOoo3:85OO34.3 <br /> <br />2 <br />