ASSIGNMENT OF EASEMENTS AND ASSUMPTION AGREEMENT …

Execution Version

ASSIGNMENT OF EASEMENTS AND ASSUMPTION AGREEMENT

STATE OF TEXAS §§ KNOW ALL MEN BY THESE PRESENTS:

COUNTIES OF MEDINA §AND FRIO §

This Assignment of Easements and Assumption Agreement ("Agreement") is made as

of the Effective Time, by and between AEP Texas Central Company ("Assignor"), a Texas

corporation, with its principal place of business located at 1 Riverside Plaza, Columbus, Ohio

43215-2373, and Electric Transmission Texas, LLC ("Assignee"), a Delaware limited liability

company, with its principal place of business also located at 1 Riverside Plaza, Columbus, Ohio43215-2373. Assignor and Assignee may be referred to herein as a"Party" or collectively as the

"Parties".

AGREEMENTS

NOW, THEREFORE, the Parties hereby agree as follows:

1. DEFINITIONS

As used in this Agreement, terms defined in Exhibit 1 have the meanings set forth

therein.

2. ASSIGNMENT OF EASEMENTS

In consideration of the mutual covenants set forth herein and the consideration setforth in the Project Transfer Purchase and Sale Agreement Cover Sheet, and othergood and valuable consideration, the receipt and sufficiency of which the Partiesacknowledge, Assignor hereby TRANSFERS and ASSIGNS to Assignee, itssuccessors and assigns (the "Assignment") all of Assignor's rights, title, interest,liabilities, obligations and duties arising under those certain easements and rights ofway described in Exhibit 2, which is attached hereto and made a part hereof for allpurposes (the "Easement Instruments"), together with the Prescriptive Rightsdescribed in the next paragraph, upon and across the Easement Area (as defined inSection 3) (collectively, the "Easement Rishts").

The transmission facilities conveyed to Assignee by Assignor contemporaneouslyherewith which are located on the Easement Area may be located on certain, tracts Q'which are not covered by the Easement Instruments. To the extent such facilities are r"'°

located on such tracts, Assignor also transfers, assigns, and conveys any potentialclaim of adverse possession and existing rights it may have to a prescriptive easement a

across such tracts (the "Prescriptive Rights").

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3. EASEMENT AREA

The "Easement Area" is the area described in the Easement Instruments, as well as thearea subject to the Prescriptive Rights, over which Assignor was granted or otherwiseobtained or has the right to assert the Easement Rights.

4. EASEMENT RIGHTS, TITLE, INTEREST, LIABILITIES, OBLIGATIONSAND DUTIES

4.1. Assignee agrees that Assignee shall use the Easement Rights and the Easement Areaonly in strict accordance with the rights, title, interest, liabilities, obligations andduties as described in the Easement Instruments or otherwise in a manner consistentwith the Prescriptive Rights (the "Permitted Uses").

4.2. Nothing contained in this Agreement shall grant or be construed to grant to Assigneethe right to (a) use the Easement Rights or the Easement Area for any purpose otherthan the Permitted Uses or (b) change the dimensions or location of the EasementArea.

4.3. Assignor reserves rights of way on, over and across the Easement Area to the extentnecessary for Assignor to operate and maintain Assignor's electric and communicationfacilities now or hereafter located on or immediately adjacent to the Easement Area,with the right to construct, reconstruct, relocate, alter, upgrade, operate, inspect, patrol,maintain, repair, remove and replace electric transmission, distribution andinterconnection facilities and fiber optic communication and other telecommunicationfacilities along said rights of way for said purposes, together with the right of ingressand egress across the Easement Area and any contiguous property owned by Assigneefor the above named purposes. Such rights of way are expressly reserved and exceptedfrom this Assignment for Assignor and Assignor's successors and assigns. Assignorwill conduct its operations on such rights of way in such a manner as not tounreasonably interfere with Assignee's use of the rights assigned herein.

5. WARRANTY OF TITLE

Assignor's sole warranty of title with respect to the Easement Area, the EasementInstruments, and the Easement Rights is set forth in Section 3.3 of the Terms andConditions. Assignor will defend Assignee's title to the Easement Rights, subject toPermitted Encumbrances, against every Person whomsoever lawfully claiming or toclaim the same or any part thereof when such claim is by, through, or under Assignorbut not otherwise. ^

6. EASEMENT AREA CONDITION UM

ASSIGNEE ACCEPTS THIS ASSIGNMENT, THE EASEMENT RIGHTS,THE EASEMENT INSTRUMENTS, THE EASEMENT AREA AND ANY AND rALL IMPROVEMENTS AND FACILITIES LOCATED THEREON, IN THEIRPRESENT CONDITION AND ON AN "AS IS" BASIS. ASSIGNEE °

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ACKNOWLEDGES THATFORMS A MATERIALAGREEMENT.

ITS ACCEPTANCE ON AN "AS IS" BASISPART OF THE CONSIDERATION OF THIS

The Parties acknowledge and agree that the acknowledgements, warranties andrepresentations, limitations and remedies set forth in Section 9 of the Terms andConditions will surviye Closing in accordance with such provisions and constitute thesole warranties, representations, and remedies with respect to the Easement Area, theEasement Instruments, and the Easement Rights, all other warranties being expressly

disclaimed.

7. LIABILITY AND INDEMNITY

As part of the consideration for this Assignment, Assignee expressly assumes allliabilities, obligations and duties of Assignor pertaining to the Easement Rights. Byassuming such liabilities, obligations and duties, Assignee hereby expressly releasesand discharges Assignor from all liabilities, obligations and duties pertaining to theEasement Rights. It is acknowledged and agreed that Assignor shall not beresponsible for the discharge and performance of any duties or obligations to beperformed or discharged in connection with the Easement Rights at and after theEffective Time. By acceptance of this Assignment, Assignee, to the extent permittedby law, agrees to indemnify, save and hold harmless Assignor from and against anyand all loss, liability, claims or causes of action existing in favor of or asserted by anyPerson arising out of or relating to Assignee's failure to perform any duties orobligations set forth in the Easement Instruments or in connection with the EasementRights, including without limitation Assignee's obligation to limit its use of theEasement Rights and occupancy of the Easement Area to Permitted Uses, at and afterthe Effective Time. No indemnity of any kind runs from Assignor to Assignee inconnection with this Agreement, the Easement Rights, the Easement Area or theEasement Instruments.

Assignee expressly assumes and agrees to keep, perform and fulfill all covenants,terms and conditions of the Easement Instruments.

8. MISCELLANEOUS

8.1. Severabilitv The invalidity of one or more phrases, sentences, clauses, sections or

subsections contained in this Agreement shall not affect the validity of the remaining

portions of the Agreement so long as the material purposes of this Agreement can be

determined and carried out.

8.2. Joint Effort. Preparation of this Agreement has been a joint effort of the Parties andthe resulting document shall not be construed more severely against one of the Partiesthan against the other.

Lytle 138/69 Substation and Line Upgrades (ETT # 067)Assignment of Basements and Assumption Agreement (Big Foot to Devine to Lytle)

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8.3. Cations. The captions contained in this Agreement are for convenience and referenceonly and in no way define, describe, extend or limit the scope or intent of thisAgreement or the intent of any provision contained herein.

8.4. Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the Parties, their successors and assigns.

8.5. Counterparts. This Agreement may be signed in any number of counterparts and eachcounterpart shall represent a fully executed original as if signed by both Parties.

8.6. Entire Agreement. This Agreement represents the entire agreement between theParties and no additional or different representation, promise or agreement, oral orotherwise, shall be binding on any of the Parties hereto with respect to the subjectmatter of this instrument, unless stated in writing explicitly referring to this Agreementand signed by the Parties.

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Executed to be effective as provided above:

AEP Texas Central Company

By. L .Name: Michael HeyeckTitle: Vice President

^.

'^ ^ ^L Sharon Hutchens* r Notary Public-State of Ohio

c " Commission Expires

STATE OF. § .

COUNTY OF

This instrument was acknowledged before me on thaA"ay ofby Michael Heyeck, Vice President of AEP Tgcas Centralcorporation, on behalf of said corporation. (®,/

YNovember 17, 2014

t^ , 20ZI)Comp , a Texas^-f ^ • .1

Notary Public, State of

Lytle 138/69 Substation and Line Upgrades (ET!' # 067) Page S-iAssignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Signature Page

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Electric Transmission Texas, LLC

By.,

Name: alvin CrowderTitle: resident

STATE OF

COUNTY OF ^ti^.S §

This instrument was acknowledged before me on the _Wday of 20_,^pby J. Calvin Crowder, President of Electric Transmission Texas, LLC, a Delaware limitedliability company, on behalf of said company.

Notary Pu Iic, St te of JL- gas-

IS ^ ^JANUARY 21, 2013

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EXHIBIT 1

DEFINITIONS

Terms defined in this Exhibit I will have the meanings set forth in this Exhibit.

TERM DEFINITION

1. Agreement As defined in the first paragraph.

2. Assignee As defined in the first paragraph.

3. Assignment As defined in Section 2.

4. Assignor As defined in the first paragraph.

5. Closing As defined in Terms and Conditions Exhibit 1.1.

6. Easement Area As defined in Section 3.

7. Easement Instruments As defined in Section 2.

8. Easement Rights As defined in Section 2.

9. Effective Time The first moment, local time in Austin, Texas, on March29, 2010.

10. Party and/or Parties Assignor and/or Assignee.

11. Permitted Encumbrances As defined in Terms and Conditions Exhibit 1.1.

12. Permitted Uses As defined in Section 4.1.

13. Person Any individual, corporation, partnership, limited liabilitycompany, other business organization of any kind,association, trust, or governmental entity, agency, orinstrumentality.

14. Prescriptive Rights As defined in Section 2.

15. Project Transfer Purchase The July 30, 2009 Project Transfer Purchase and Saleand Sale Agreement Agreement Cover Sheet and the Schedules thereto forCover Sheet Project Number ETT 067 by and between Assignor and

Lytle 138/69 Substation and Line Upgrades (ETT # 067) Page 1Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Exhibit 1

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Assignee, as may be amended from time to time.

16. Terms and Conditions The Project Transfer Purchase and Sale Agreement Termsand Conditions authenticated by Assignor and Assigneeand dated as of July 30, 2009, as may be amended fromtime to time, and as incorporated by the Project TransferPurchase and Sale Agreement Cover Sheet.

Lytle 138/69 Substation and Line Upgrades (ETT # 067)Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Exhibit I

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EXHIBIT 2

EASEMENT INSTRUMENTS

Date Grantor Grantee Recording County CommentsInformation

Big Foot Substation to Devine Substation

4/19/1955 A. W. McCulloch Central Power Vol. 165, Frio Transmissionand Light Page 601 EasementCompany

611511955 Ralph E. Fair, Inc. Central Power Vol. 167, Frio Transmissionand Light Page 401 EasementCompany

2/28/1955 Harold Hoggard Central Power Vol. 166, Frio and Transmissionand Light Page 373 Medina EasementCompany

3/09/1955 Frank G. Keiser Central Power Vol. 166, Medina Transmissionand Light Page 380 EasementCompany

3/10/1955 John Leonard Clark Central Power Vol. 166, Medina Transmissionand Light Page 378 EasementCompany

4/19/1955 Howell D. Savage Central Power Vol. 166, Medina Transmissionand Light Page 582 EasementCompany

Central Power Vol. 166, Transmission4/19/1955 Walter R. Rogers and and Light Medina Easement

Helen F. Rogers Company Page 580

3/28/1955 Cicero Jourdan Central Power Vol. 166, Medina TransmissionBlankenship and Light Page 577 Easement

Company

3/28/1955 John R- Kesei and Central Power Vol. 166, Medina TransmissionEvelyn Kesei and Light Pago 550 Easement

Company (subject toAgreement toRelocate dated8/24/1966 by W. ^-.W. Lightfoot andFrancis Lightfoot)

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8/24/1966 W. W. Lightfoot and Central Power Unrecorded Medina Agreement toFrancis Lightfoot and Light Relocate (the

Company easement at Vol.166, Page 550)

3/17/1955 David G. Odam and Central Power Vol. 166, Medina TransmissionMarie Odam and Light Page 430 Easement

Company

3/03/1955 Victor R. Keilman Cential Power Vol. 166, Medina Transmissionand Alice Marie and Light Page 375 Easement

Keilman company (subject toAgreement toRelocate dated9/14/1966 byJohn A. Wipf^Victor R.Keilman andAlice MarieKeilman)

4/18/1955 State Department of Central Power Unrecorded Medina Crossing PermitHighways, and and Light (State Hwy. 173)Transportation Company

Devine Substation to Lytle Substation

4119/1955 Aaron McMillan Central Powerand LightCompany

4/29/1955 T. G. Slater Central Powerand LightCompany

3/29/1955 Joe E. Briscoe Central Powerand LightCompany

Vol. 168,Page 398

Vol. 168,Page 115

Medina TransmissionEasement


Vol. 166, Medina TransmissionPage 491 Easement

(subject toAgreement toRelocate dated4/27/1964 by PaulStehle and VeraStehle)

Lytle 138/69 Substation and Line Upgrades (ETT # 067)Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Exhibit 2

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Date Grantor Grantee Recording County CommentsI Information

4/19/1955 G.M. Harrison Central Power Vol. 168, Medina Transmissionand Light 4 EasementCompany (delineations of

easement locationdated 11/14/1983at Vol. 330, Page544, and dated6104/1984 at Vol.336, Page 616;also subject toAgreement toRelocate dated1/27/1966 by 0.M. Harrison)

4/22/1955 State Department of Central Power Unrecorded Medina Crossing PermitHighways and and Light (U. S. Hwy. 81)Transportation Company

4/18/1955 John A. Boggs and Central Power Vol. 168,wife, Theresea A. and Light Page 150Boggs Company


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AFTER RECORDING PLEASE RETURN TO:

Gina Calviao, ParalegalClark, Thomas & WintersP.O. Box 1148Austin, Texas 78767

I NST # 0126027FILED FOR RECORD

2414 Apr 06 at 10:337 AMAngie Tullis, County Clerk

Frio County, Teras

gy: A a^__, DEPUTY

^ THE STATE OF TEXASCOUNTY OF FRO

I. A'we Twits Clerk af'tbe County Court FrioCaury. Term. do hereby carifp dot thefongoing irtsMaxest,with its Certificate ofAu tiou, was do(p recorded oxtGe^_dayof 'A ML IL"

.atin ram Pnge

Rerorc/s ofFrfo Catutot Taws.WfMess oq• hand mrd seal of the Cam ^Court ofsakd

.Comfy. at o^ce ' Pear=U, fhis46 daj, of^ aoia_

By V^r4 _ o^,uol.o„ . DePaty

COUNTY CLERK FR/O COUNTY TMS

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ETT PROJECT NO. 067 Lytle 138/64 Substation and Line Upgrades

Assignment of Easements & Assumption Agreement (Devine Substation to STEC)

This document was recorded in the following public records:

Medina County Clerk, Filing Date: 4/05/10Medina County, Texas

Instrument/Doc. No.: 2010002071

Book: OR

Volume No.: 780

Page No.: 212-221

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Execution VersionDoc# 2010002071Vol. 780 Page 21204/85/2818 3:WId

ASSIGNMENT OF EASEMENTS AND ASSUMPTION AGREEMENT

STATE OF TEXAS

COUNTY OF MEDINAKNOW ALL MEN BY THESE PRESENTS:

This Assignment of Easements and Assumption Agreement ("Agreement") is made asof the Effective Time, by and between AEP Texas Central Company ("Assignor"), a Texascorporation, with its principal place of business located at 1 Riverside Plaza, Columbus, Ohio43215-2373, and Electric Transmission Texas, LLC ("Assignee"), a Delaware limited liabilitycompany, with its principal place of business also located at 1 Riverside Plaza, Columbus, Ohio43215-2373. Assignor and Assignee may be referred to herein as a"Party" or collectively as the

"Parties".

AGREEMENTS


1. DEFINITIONS

As used in this Agreement, terms defined in Exhibit 1 have the meanings set forththerein.

2. ASSIGNMENT OF EASEMENTS

In consideration of the mutual covenants set forth herein and the consideration setforth in the Project Transfer Purchase and Sale Agreement Cover Sheet, and othergood and valuable consideration, the receipt and sufficiency of which the Partiesacknowledge, Assignor hereby TRANSFERS and ASSIGNS to Assignee, itssuccessors and assigns (the "Assignment') all of Assignor's rights, title, interest,liabilities, obligations and duties arising under those certain easements and rights ofway described in Exhibit 2, which is attached hereto and made a part hereof for allpurposes (the "Easement Instruments"), together with the Prescriptive Rightsdescribed in the next paragraph, upon and across the Easement Area (as defined inSection 3) (collectively, the "Easement Rights").

The transmission facilities conveyed to Assignee by Assignor contemporaneouslyherewith which are located on the Easement Area may be located on certain tractswhich are not covered by the Easement Instruments. To the extent such facilities arelocated on such tracts, Assignor also transfers, assigns, and conveys any potentialclaim of adverse possession and existing rights it may have to a prescriptive easementacross such tracts (the "Prescri^tive Rights").

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3. EASEMENT AREA

The "Easement Area" is the area described in the Easement Instruments, as well as thearea subject to the Prescriptive Rights, over which Assignor was granted or otherwiseobtained or has the right to assert the Easement Rights.

4. EASEMENT RIGHTS, TITLE, INTEREST, LIABILITIES, OBLIGATIONSAND DUTIES

4.1. Assignee agrees that Assignee shall use the Easement Rights and the Easement Area

only in strict accordance with the rights, title, interest, liabilities, obligations andduties as described in the Easement Instruments or otherwise in a manner consistentwith the Prescriptive Rights (the "Permitted Uses").

4.2. Nothing contained in this Agreement shall grant or be construed to grant to Assigneethe right to (a) use the Easement Rights or the Easement Area for any purpose otherthan the Permitted Uses or (b) change the dimensions or location of the EasementArea.

4.3. Assignor reserves rights of way on, over and across the Easement Area to the extentnecessary for Assignor to operate and maintain Assignor's electric and communicationfacilities now or hereafter located on or immediately adjacent to the Easement Area,with the right to construct, reconstruct, relocate, alter, upgrade, operate, inspect, patrol,maintain, repair, remove and replace electric transmission, distribution andinterconnection facilities and fiber optic communication and other telecommunicationfacilities along said rights of way for said purposes, together with the right of ingressand egress across the Easement Area and any contiguous property owned by Assigneefor the above named purposes. Such rights of way are expressly reserved and exceptedfrom this Assignment for Assignor and Assignor's successors and assigns. Assignorwill conduct its operations on such rights of way in such a manner as not tounreasonably interfere with Assignee's use of the rights assigned herein.


Assignor's sole warranty of title with respect to the Easement Area, the EasementInstruments, and the Easement Rights is set forth in Section 3.3 of the Terms andConditions. Assignor will defend Assignee's title to the Easement Rights, subject toPermitted Encumbrances, against every Person whomsoever lawfully claiming or toclaim the same or any part thereof when such claim is by, through, or under Assignorbut not otherwise.

6. EASEMENT AREA CONDITION

ASSIGNEE ACCEPTS THIS ASSIGNMENT, THE EASEMENT RIGHTS,THE EASEMENT INSTRUMENTS, THE EASEMENT AREA AND ANY ANDALL IMPROVEMENTS AND FACILITIES LOCATED THEREON, IN THEIRPRESENT CONDITION AND ON AN "AS IS" BASIS. ASSIGNEEACKNOWLEDGES THAT ITS ACCEPTANCE ON AN "AS IS" BASIS


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FORMS A MATERIAL PART OF THE CONSIDERATION OF THISAGREEMENT.

The Parties acknowledge and agree that the acknowledgements, warranties andrepresentations, limitations and remedies set forth in Section 9 of the Terms andConditions will survive Closing in accordance with such provisions and constitute thesole warranties, representations, and remedies with respect to the Easement Area, theEasement Instruments, and the Easement Rights, all other warranties being expresslydisclaimed.


As part of the consideration for this Assignment, Assignee expressly assumes allliabilities, obligations and duties of Assignor pertaining to the Easement Rights. Byassuming such liabilities, obligations and duties, Assignee hereby expressly releasesand discharges Assignor from all liabilities, obligations and duties pertaining to theEasement Rights. It is acknowledged and agreed that Assignor shall not beresponsible for the discharge and performance of any duties or obligations to beperformed or discharged in connection with the Easement Rights at and after theEffective Time. By acceptance of this Assignment, Assignee, to the extent permittedby law, agrees to indemnify, save and hold harmless Assignor from and against anyand all loss, liability, claims or causes of action existing in favor of or asserted by anyPerson arising out of or relating to Assignee's failure to perform any duties orobligations set forth in the Easement Instruments or in connection with the EasementRights, including without limitation Assignee's obligation to limit its use of theEasement Rights and occupancy of the Easement Area to Permitted Uses, at and afterthe Effective Time. No indemnity of any kind runs from Assignor to Assignee inconnection with this Agreement, the Easement Rights, the Easement Area or theEasement Instruments.


8. MISCELLANEOUS

8.1. Severabilitv. The invalidity of one or more phrases, sentences, clauses, sections orsubsections contained in this Agreement shall not affect the validity of the remainingportions of the Agreement so long as the material purposes of this Agreement can bedetermined and carried out.

8.2. Joint Effort. Preparation of this Agreement has been a joint effort of the Parties andthe resulting document shall not be construed more severely against one of the Partiesthan against the other.

8.3. Captions. The captions contained in this Agreement are for convenience and referenceonly and in no way define, describe, extend or limit the scope or intent of thisAgreement or the intent of any provision contained herein.


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8.4. Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the Parties, their successors and assigns.


8.6. Entire Agreement. This Agreement represents the entire agreement between theParties and no additional or different representation, promise or agreement, oral orotherwise, shall be binding on any of the Parties hereto with respect to the subjectmatter of this instrument, unless stated in writing explicitly referring to this Agreementand signed by the Parties.

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By: -I/If..^-, kName: Michael HeyeckTitle: Vice President

STATE OF Z^^- -

^ ^..,^ rr

Snoron Hutchens+= Notary Public-State of Ohio

My Commission Expires.• • r „Q^.^q.^' November 17, 2014

COUNTY OF IF

This instrument was acknowledged before me on thrt."y of^"'el- , 20 /d

by Michael Heyeck, Vice President of AEP Texas Central Co Party, a Texas

corporation, on behalf of said corporation.

Notary Public, State of

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Assignment of Easements and Assumption Agreement (Devine Substation to STEC Substation)

Signature Page

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Doc#•2010002071Vol. 780 Page 21704/05/2010 3:00PM

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By: j 'Nan . Calvin CrowderTitle: President

STATE OF §§

COUNTY OF §

This instrument was acknowledged before me on the 2rday of A k- 20I/by J. Calvin Crowder, President of Electric Transmission Texas, LLC, a Delaware limitedliability company, on behalf of said company.

Notary Public, S e of ^"2Xg s

ASH ^_^

•`^` JANUAf1Y 21, 2018



Signature Page

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EXHIBIT 1

DEFINITIONS

Terms defined in this Exhibit 1 will have the meanings set forth in this Exhibit.

TERM DEFINITION



3. Assignment As defined in Section 2.



6. Easement Area As defined in Section 3.


8. Easement Rights As defined in Section 2.



11. Permitted Encumbrances As defined in Terms and Conditions Exhibit 1.1.




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15. Project Transfer Purchase The July 30, 2009 Project Transfer Purchase and Saleand Sale Agreement Agreement Cover Sheet and the Schedules thereto forCover Sheet Project Number ETT 067 by and between Assignor and

Assignee, as may be amended from time to time.


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EXHIBIT 2


Date Grantor Grantee Recording County Comments

Information

Devine Substation to South Texas Electric Cooperative Substation

1/23/1979 State Department of Central Power Unrecorded Medina Crossing Permit

Highways and and Light (State Hwy. 173)

Transportation Company

1/18/1979 John A. and Mary D. Central Power Vol. 289, Page 794 Medina Transmission

Wipff and Light Easement

Company

1/23/1979 State Department of Central Power Unrecorded Medina Crossing Permit

Highways and and Light (F.M. 3176)


1/ 23/1979 State Department of Central Power Unrecorded Medina Crossing Permit

Highways and and Light (U.S. Hwy 81)


1111/1979 Ferdinand C. Meyer, Central Power Vol. 286, Page 975 Medina Transmission

Sr. and Ferdinand C. and Light Easement

Meyer, Jr., Company

IndependentExecutors of theestate of RoseHarpham Meyer,deceased

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Exhibit 2

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Doc# 2010082071Vol. 780 Page 22104/85I2010 3:B8PM


Gina Calvifio, ParalegalClark, Thomas & WintersP.O. Box 1148Austin, Texas 78767

Any provision here which restricts the sale,rental or use of the described real propertybecause of color or race is invalid andunenforceable under federal law.TIE STATE OF TEXASCM1NITY OF lEDIN1hereby certify that the Instrument FILED innumber sequence and stamped hereon byne and was duly RECORDED in the OfficialRecCDJM

ordsCLoFf^ ina County Texas on 84/85/2818

MEDIwA COUNTY, TEXAS,..-.p. ..

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•• ^^l •R^

772


Partial Assignment of Easements & Assumption Agreement (Big Foot to Devine to Lytle)


Medina County Clerk, Filing Date: 4/05/10

Medina County, TexasInstrument/Doc. No.: 2010002072

Book: OR

Volume No.: 780

Pa Re No.: 222-234

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PARTIAL ASSIGNMENT OF EASEMENTS AND ASSUMPTION AGREEMENT

STATE OF TEXAS §§

COUNTIES OF MEDINA, FRIO §AND ATASCOSA §

KNOW ALL MEN BY THESE PRESENTS:

This Partial Assignment of Easements and Assumption Agreement ("A,ueement") is

made as of the Effective Time, by and between AEP Texas Central Company ("Assignor"), aTexas corporation, with its principal place of business located at 1 Riverside Plaza, Columbus,

Ohio 43215-2373, and Electric Transmission Texas, LLC ("Assignee"), a Delaware limitedliability company, with its principal place of business also located at I Riverside Plaza,Columbus, Ohio 43215-2373. Assignor and Assignee may be referred to herein as a"Part' or

collectively as the "Parties".

AGREEMENTS


DEFINITIONS

As used in this Agreement, terms defined in Exhibit 1 have the meanings set forth

therein.

2. PARTIAL ASSIGNMENT OF EASEMENTS

In consideration of the mutual covenants set forth herein and the consideration setforth in the Project Transfer Purchase and Sale Agreement Cover Sheet, and othergood and valuable consideration, the receipt and sufficiency of which the Partiesacknowledge, Assignor hereby TRANSFERS and ASSIGNS to Assignee, itssuccessors and assigns (the "Partial Assigm ent") a portion of Assignor's rights, title,interest, liabilities, obligations and duties arising under those certain easements andrights of way described in Exhibit 2, which is attached hereto and made a part hereoffor all purposes (the "Easement Instruments"), together with a potion of thePrescriptive Rights described in the next paragraph, upon and across the AssignedEasement Area (as defined in Section 3) (collectively, the "Assigned EasementRights") for the operation and maintenance of the Big Foot to Devine to LytleTransmission Line, save and except Assignor reserves from this transfer and

assignment, and Assignor hereby retains, all rights, title, interest, liabilities,obligations and duties arising from the Easement Instruments or otherwise, pertainingto the Retained Easement Area (as defined in Section 4). Assignor also reserves fromthe conveyance herein the right to use the Assigned Easement Area for ingress andegress and to construct, reconstruct, relocate, alter, upgrade, operate, inspect, patrol,maintain, remove, repair, and replace Assignor's electric transmission, interconnectionand distribution facilities and fiber optic communication and other telecommunication

facilities.

Lytle 138/69 Substation and Line Upgrades (ETF # 067) Page 1Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle) Page 1

774

Do c# 201 0002072Vol. 780 Pape 223@'4/8^'s/211ty 3:9ftecution Version

The transmission facilities conveyed to Assignee by Assignor contemporaneouslyherewith which are located on the Assigned Easement Area may be located on certain

tracts which are not covered by the Easement Instruments. To the extent suchfacilities are located on such tracts, Assignor also transfers, assigns, and conveys aportion of any potential claim of adverse possessiou-.wd existing rights it may have toa prescriptive easement across such tracts (the "Prescriptive Rights").

3. ASSIGNED EASEMENT AREA

The "Assimied Easement Area" is that portion of the area subject to the EasementInstruments and that portion of the area subject to the Prescriptive Rights, over whichAssignor was granted or otherwise obtained or has the right to assert the AssignedEasement Rights and upon which the Big Foot to Dcvinc to Lytlc Transmission Linebeing transferred by Assignor to Assignee contemporaneously herewith is located.

4. RETAINED EASEMENT AREA

The "Retained Easement Area" is all that portion of the area subject to the EasementInstruments, as well as all that portion of the area.subject to the Prescriptive Rights,except for the Assigned Easement Area. '

5. ASSIGNED EASEMENT RIGHTS, TITLE, INTEREST, LIABILITIES,OBLIGATIONS AND DUTIES

5.1. Assignee agrees that Assignee shall use the Assigned Easement Rights and theAssigned Easement Area only in strict accordance with the rights, title, interest,

liabilities, obligations and duties as described in the Easement Instruments orotherwise in a manner consistent with the Prescriptive Rights (the "Permitted Uses").

5.2. Nothing contained in this Agreement shall grant or be construed to grant to Assigneethe right to (a) use the Assigned Easement Rights or the Assigned Easement Area forany purpose other than the Permitted Uses or (b) change the dimensions or location ofthe Assigned Easement Area.


Assignor's sole warranty of title with respect to the Assigned Easement Area, theEasement Instruments, and the Assigned Easement Rights is set forth in Section 3.3 ofthe Terms and Conditions. Assignor will defend Assignee's title to the Assigned

Easement Rights, subject to Permitted Encumbrances, against every Personwhomsoever lawfully claiming or to claim the same or any part thereof when suchclaim is by, through, or under Assignor but not otherwise.

7. ASSIGNED EASEMENT AREA CONDITION

ASSIGNEE ACCEPTS THIS PARTIAL ASSIGNMENT, THE ASSIGNEDEASEMENT RIGHTS, THE EASEMENT INSTRUMENTS, THE ASSIGNEDEASEMENT AREA AND ANY AND ALL IMPROVEMENTS AND

Lytle 138169 Substation and Line Upgrades (ETT # 067) Page 2

Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)

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Doc# 2010002072Vol. 780 Page 22404/05/2010 3:Wkecution Version

FACILITIES LOCATED THEREON, IN THEIR PRESENT CONDITION ANDON AN "AS IS" BASIS. ASSIGNEE ACKNOWLEDGES THAT ITSACCEPTANCE ON AN "AS IS" BASIS FORMS A MATERIAL PART OFTHE CONSIDERATION OF THIS AGREEMENT.

The Parties acknowledge and agree that the acknowledgements, warranties andrepresentations, limitations and remedies set forth in Section 9 of the Terms andConditions will survive Closing in accordance with such provisions and constitute thesole warranties, representations, and remedies with respect to the Assigned EasementArea and the Easement Instruments, all other warranties being expressly disclaimed.


As part of the consideration for this Partial Assignment, Assignee expressly assumesall liabilities, obligations and duties of Assignor pertaining to the Assigned Easement

Rights. By assuming such liabilities, obligations and duties, Assignee herebyexpressly releases and discharges Assignor from all liabilities, obligations and dutiespertaining to the Assigned Easement Rights. It is acknowledged and agreed thatAssignor shall not be responsible for the discharge and performance of any duties orobligations to be performed or discharged in connection with the Assigned EasementRights at and after the Effective Time. By acceptance of this Partial Assignment,Assignee, to the extent permitted by law, agrees to indemnify, save and hold harmlessAssignor from and against any and all loss, liability, claims or causes of actionexisting in favor of or asserted by any Person arising out of or relating to Assignee'sfailure to perform any duties or obligations set forth in the Easement Instruments or inconnection with the Assigned Easement Rights, including without limitationAssignee's obligation to limit its use of the Assigned Easement Rights and occupancyof the Assigned Easement Area to Permitted Uses, at and after the Effective Time. Noindemnity of any kind runs from Assignor to Assignee in connection with thisAgreement, the Assigned Easement Rights, the Assigned Easement Area or theEasement Instruments.


9. MISCELLANEOUS

9.1. Severability. The invalidity of one or more phrases, sentences, clauses, sections orsubsections contained in this Agreement shall not affect the validity of the remainingportions of the Agreement so long as the material purposes of this Agreement can bedetermined and carried out.

9.2. Joint Effort. Preparation of this Agreement has been a joint effort of the Parties andthe resulting document shall not be construed more severely against one of the Parties

than against the other.



776

Doc# 2010002072Vol. 780 Page 22504/05/2018 3:8Aecution Version

9.3. Captions. The captions contained in this Agreement are for convenience and referenceonly and in no way define, describe, extend or limit the scope or intent of thisAgreement or the intent of any provision contained herein.

9.4. Successors and Assig_ns. This Agreement shall be binding upon and inure to thebenefit of the Parties, their successors and assigns.


9.6. Entire A mement. This Agreement represents the entire agreement between theParties and no additional or different representation, promise or agreement, oral orotherwise, shall be binding on any of the Parties hereto with respect to the subjectmatter of this instrument, unless stated in writing explicitly referring to this Agreementand signed by the Parties.




777

Doc# 2010002072Vol. 780 Rage 22694^05^2611tx&Wn Version



By:Name: Michael HeyeckTitle: Vice President

STATE OF D ffiD

COUNTY OF FAA-itJ K L l/^ §^

This instrument was acknowledged before me on the / day of /'^rcA , 20L0

by Michael Heyeck, Vice President of AEP Texas Central Company, a Texas

corporation, on behalf of said corporation.

Notaa'N

ublic'

State of Df^/yN

itI, ^s4 ROBIN S. SMITHNOTARY PUBLIC

IN AND FOR THE STATE OF OHIOMY COMMISSION EXPIRES

NOVEMBER 2, 2018



Signature Page

778

Doc# 2010002072Vol. 780 Page 22704/05/26LIxeAM Version



By: '//.Name: alvin CrowderTitle: resident

STATE OF T-eKQS

COUNTY OF TraVls §

This instrument was acknowledged before me on the A20day of gr'c{i 20 /Oby J.

Calvin Crowder, President of Electric Transmission Texas, LLC, a Delaware limited liability

company, on behalf of said company. -

Notary Public, tate of Te-^as

ASHtEY PRICEnaan^ ^""^

,^pK^p,R^Y 212019


Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Signabire Page

779

Doc# 2010002072Vol. 780 Page 2Q94/05I^1Q 3:t^Kecution ^erston

EXHIBIT 1

DEFINITIONS


TERM : DEFINITION


2. Assigned Easement Area As defined in Section 3.

3. Assigned Easement As defined in Section 2.

Rights



6. Big Foot to Devine to A 69 kV transmission line extending approximately 13.1

Lytle Transmission Line miles from Assignor's Big Foot Substation to Assignor'sDevine Substation to Assignor's Lytle Substation.




10. Partial Assignment As defined in Section 2.


12. Permitted Encumbrances As defined in Terms and Conditions Exhibit 1.1




Lytle 138/69 Substation and Line Upgrades (E1T # 067) Page 1

Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Exhibit 1

780

Dac# 2010,002072Vol. 780 Page 22984/05/2818 31@Ml+cecu^ion Version

16. Project Transfer Purchase The July 30, 2009 Project Transfer Purchase and Sale

and Sale Agreement Agreement Cover Sheet and the Schedules thereto for

Cover Sheet Project Number ETT 067 by and between Assignor andAssignee, as may be amended from time to time.

17. Retained Easement Area As defined in Section 4.

18. Terms and Conditions The Project Transfer Purchase and Sale:Agreement Termsand Conditions authenticated by Assignor and Assigneeand dated as of July 30, 2009, as may be amended fromtime to time, and as incorporated by the Project TransferPurchase and Sale Agreement Cover Sheet.



Exhibit I

781

Doc# 2010002072Vol. 780 Pan e 23004/05/2810 3:6Bkecution Version

EXHIBIT 2

PARTIAL ASSIGNMENT


Date Grantor Grantee RecordingInformation

County Comments


5/26/1973 Travis J. McCulloch Central Power Vol. 301, Frio Transmissionand Light Page 529 EasementCompany

2/09/1955 Henry L. Brown Central Power Vol. 165, Frio Transmissionand Light Page 600 EasementCompany

4/19/1955 D. B. Little and wife, Central Power Vol. 165, Frio TransmissionBeatrice Little and Light Page 588 Easement

Company

2/08/1955 Domingo Ornelas Central Power Vol. D-5, Page545, La Salle Transmissionand Light La Salle County and Frio EasementCompany Vol. 71, Page 478,

Frio County

2/09/1955 Dr. G. S. Woods Central Power Vol. D-5, Page 546, La Salle Transmissionand Light La Salle County and Frio EasementCompany Vol. 71, Page 481,

Frio County

4/02/1955 F.S. Luckey Central Power Vol. 165, Frio Transmissionand Light Page 599 EasementCompany

2/08/1955 Cloud O. Fargason Central Power Vol. 165, Frio Transmissionand Light Page 598 Easement

Company

2/28/1955 Harold Hoggard Central Power Vol. 168, Medina Transmissionand Light Page 120 EasementCompany

Lytle 138/69 Substation and Line Upgrades (ETT # 067) Page 1Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Exhibit 2

782

Doc# 8010002072Vol. 780 Page 23104185/2110 3:Mkecution Version


3/08/1955 George W. Central Power Vol. 168, Medina Transmission

Thompson and Light Page 122 EasementCompany

4/26/1955 Lloyd W. Stewart Central Power Vol. 168, Medina Transmissionand Light Page 117 EasementCompany

3/02/1955 Ernesto Sandoval and Central Power Vol. 168, Medina Transmission

wife, Nieves and Light Page 123 Easement

Sandoval Company

2/24/1955 Laura B. Redus Central Power Vol. 168, Medina Transmissionand Light Page 124 Easement

Company

3/17/1955 Raybon R. Central Power Vol. 168, Medina Transmission

Cadenhead and Light Page 125 EasementCompany

2/24/1955 Roscoe E. Hardcastle Central Power Vol. 168, Medina Transmission

and wife, Estle Mary and Light Page 126 Easement

Hardcastle Company

3/18/1955 Fritz Schroeter and Central Power Vol. 168, Medina Transmission

wife, Irene Schroeter and Light Page 128 Easement

Company

3/11/1955 Pedro Guiterrez and Central Power Vol. 168, Medina Transmission

wife, Aurora and Light Page 129 Easement

Guiterrez Company (partially releasedon 8/29/1966 atVol. 212, Page388)

3/02/1955 L. C. Martin Central Power Vol. 168, Medina Transmissionand Light Page 130 EasementCompany (unrecorded

delineation ofeasement locationdated 1/28/1958)


3/02/1955 Josephine Central Power Vol. 168, Medina Transmission

Weilbacher and Light Page 375 EasementCompany


783

Doc# 2010002072Vol. 780 Pane 23204/05/2818 3:8ftecuttion Version


3/15/1955 F.L. Gaconnet Central Power Vol. 168, Medina Transmission

and Light Page 131 Easement

Company

4/13/1955 E.B. Lyles Central Power Vol. 168, Medina Transmission


Company

3/28/1955 Flora H. Briscoe and Central Power Vol. 168, Medina Transmission

Geo L. Briscoe and Light Page 133 Easement

Company

4/13/1955 Fred L. Kempf Central Power Vol. 168, Medina Transmission


Company

4/13/1955 Fred L. Kempf Central Power Vol. 168, Medina Transmission


Company

3/29/1955 Erwin Lutz Central Power Vol. 168, Medina Transmission


Company

4/0611955 Mary Cox Central Power Vol. 168, Medina Transmission


Company

4/11/1955 Albert Elias Hibdon Central Power Vol. 168, Medina Transmission


Company

4/1111955 Mollie Roberson Central Power Vol. 168, Medina Transmission

Crawford and Light Page 140 Easement

Company

4/11/1955 Herbert Crawford Central Power Vol. 168, Medina Transmission


Company

3/31/1955 Raymond Terhune Central Power Vol. 168, Medina Transmission


Company



784

Doc# 2010002072Vol. 780 Page 23384/85/28i® 3:80ftecution Version


3/03/1955 C. Granger Central Power Vol. 168, Medina Transmissionand Light Page 143 Easement

Company (subject toAgreement toRelocate dated4/27/1966 by PaulStehle and VeraStehle)

3/29/1955 Joe E. Briscoe Central Power Vol. 168, Medina Transmissionand Light Page 144 EasementCompany (subject to

Agreement toRelocate dated4/27/1964 by PaulStehle and VeraStehie)

4/12/1955 Sida S. Martin Central Power Vol. 168, Medina Transmissionand Light Page 145 EasementCompany

4/11/1955 W. I. Pittman and Central Power Vol. 168, Medina Transmissionwife, Mattie Veona and Light Page 146 EasementPittman Company

4/12/1955 Abraham R. Garcia Central Power Vol. 168, Medina Transmission

and wife, Maria and Light Page 112 Easement

Amelia Garcia Company

4/13/1955 Emil Ziegenbaig Central Power Vol. 168, Medina Transmission

and Light Page 147 EasementCompany

4/11/1955 Hans Ziegenbalg and Central Power Vol. 168, Medina Transmissionwife, Estrella and Light Page 149 EasementZiegenbalg Company

5/22/1926 Roy C. Osgood, Texas Central Volume A79, Medina TransmissionJames D. Armstrong, Power Company Page 467, Medina and Easement

Charles W. McNear, County, and Vol. AtascosaL. Marquard Forster, 105, page, 279,

and George W. Atascosa CountyMorgan, as Trusteesof the trust known asthe "San AntonioTrust"


785

Doc# 201 001712072Vol. 780 Page 23404/05/2810 3:8PN


Gina Calvifio, ParalegalClark, Thomas & WintersP.O. Box 1148Austin, Texas 78767 Any provision here which restricts the sale,

rental or use of the described real propertybecause of color or race is invalid andunenforceable under federal law.THE STATE OF TEXASCOUNTY OF MEUINAhereby certify that the Instrument FII.ED innwher sequence and stamped hereon byme and was duly RECORDED in the OfficialRecords o^f Medina County Texas on @4/85/2810CMINTYMEDINA tOLIrTY} TEXAS

,..-.^.,.,^C a^ •

^{; ' a: 4^`r+.^.^iR r, ^^F^^-^AtF1^ •^,ff.

^^ ^•. .:.^''

786


Partial Assignment of Easements & Assumption Agreement (Big Foot to Devine to Lytle)


Frio County Clerk, Filing Date: 4/06/10

Frio County, TexasInstrument/Doc. No.: 0126028

Book: OR

Volume No.: 0072

Page No.: 551-563

787

Execution Version

PARTIAL ASSIGNMENT OF EASEMENTS AND ASSUMPTION AGREEMENT

STATE OF TEXAS

COUNTIES OF MEDINA, FRIOAND ATASCOSA

KNOW ALL MEN BY THESE PRESENTS:

This Partial Assignment of Easements and Assumption Agreement ("Agreement") ismade as of the Effective Time, by and between AEP Texas Central- Company ("Assignor"), aTexas corporation, with its principal place of business located at I Riverside Plaza, Columbus,Ohio 43215-2373, and Electric Transmission Texas, LLC ("Assignee"), a Delaware limitedliability company, with its principal place of business also located at I Riverside Plaza,Columbus, Ohio 43215-2373. Assignor and Assignee may be referred to herein as a"Partv" orcollectively as the "Parties".

AGREEMENTS


1. DEFINITIONS

As used in this Agreement, terms defined in Exhibit 1 have the meanings set forththerein.

2. PARTIAL ASSIGNMENT OF EASEMENTS

In consideration of the mutual covenants set forth herein and the consideration setforth in the Project Transfer Purchase and Sale Agreement Cover Sheet, and othergood and valuable consideration, the receipt and sufficiency of which the Partiesacknowledge, Assignor hereby TRANSFERS and ASSIGNS to Assignee, itssuccessors and assigns (the "Partial Assignment") a portion of Assignor's rights, title,interest, liabilities, obligations and duties arising under those certain easements andrights of way described in Exhibit 2, which is attached hereto and made a part hereoffor all purposes (the "Easement Instruments"), together with a potion of thePrescriptive Rights described in the next paragraph, upon and across the AssignedEasement Area (as defined in Section 3) (collectively, the "Assigned EasementRights") for the operation and maintenance of the Big Foot to Devine to LytleTransmission Line, save and except Assignor reserves from this transfer andassignment, and Assignor hereby retains, all rights, title, interest, liabilities,

U"Aobligations and duties arising from the Easement Instruments or otherwise, pertaining U.yto the Retained Easement Area (as defined in Section 4). Assignor also reserves fromthe conveyance herein the right to use the Assigned Easement Area for ingress and aegress and to construct, reconstruct, relocate, alter, upgrade, operate, inspect, patrol,maintain, remove, repair, and replace Assignor's electric transmission, interconnectionand distribution facilities and fiber optic communication and other telecommunication

facilities.

Lytle 138/69 Substation and Line Upgrades (ETr # 067) Page 1Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle) Page 1

788

Execution Version

3.

The transmission facilities conveyed to Assignee by Assignor contemporaneouslyherewith which are located on the Assigned Easement Area may be located on certain

tracts which are not covered by the Easement Instruments. To the extent such

facilities are located on such tracts, Assignor also transfers, assigns, and conveys aportion of any potential claim of adverse possession and existing rights it may have toa prescriptive easement across such tracts (the "Prescriptive Ri ts").

ASSIGNED EASEMENT AREA

The "Assigned Easement Area" is that portion of the area subject to the EasementInstruments and that portion of the area subject to the Prescriptive Rights, over whichAssignor was granted or otherwise obtained or has the right to assert the AssignedEasement Rights and upon which the Big Foot to Devine to Lytle Transmission Linebeing transferred by Assignor to Assignee contemporaneously herewith is located.

4. RETAINED EASEMENT AREA

The "Retained Easement Are°" is all that portion of the area subject to the Easementinstruments, as well as all that portion of the area,subject to the Prescriptive Rights,except for the Assigned Easement Area.

5. ASSIGNED EASEMENT RIGHTS, TITLE, INTEREST, LIABILITIES,OBLIGATIONS AND DUTIES

5.1. Assignee agrees that Assignee shall use the Assigned Easement Rights and theAssigned Easement Area only in strict accordance with the rights, title, interest,

liabilities, obligations and duties as described in the Easement Instruments orotherwise in a manner consistent with the Prescriptive Rights (the "Permitted Uses").

5.2. Nothing contained in this Agreement shall grant or be construed to grant to Assigneethe right to (a) use the Assigned Easement Rights or the Assigned Easement Area forany purpose other than the Permitted Uses or (b) change the dimensions or location ofthe Assigned Easement Area.

6.

7.

WARRANTY OF TITLE

Assignor's sole warranty of title with respect to the Assigned Easement Area, theEasement Instruments, and the Assigned Easement Rights is set forth in Section 3.3 of

the Terms and Conditions. Assignor will defend Assignee's title to the Assigned 41-4Easement Rights, subject to Permitted Encumbrances, against every Person Ulkwhomsoever lawfully claiming or to claim the same or any part thereof when such u3

claim is by, through, or under Assignor but not otherwise. ^

ASSIGNED EASEMENT AREA CONDITION0

ASSIGNEE ACCEPTS THIS PARTIAL ASSIGNMENT, THE ASSIGNEDEASEMENT RIGHTS, THE EASEMENT INSTRUMENTS, THE ASSIGNED .°m

EASEMENT AREA AND ANY AND ALL IMPROVEMENTS AND



789

Execution Version

FACILITIES LOCATED THEREON, IN THEIR PRESENT CONDITION ANDON AN "AS IS" BASIS. ASSIGNEE ACKNOWLEDGES THAT ITSACCEPTANCE ON AN "AS IS" BASIS FORMS A MATERIAL PART OFTHE CONSIDERATION OF THIS AGREEMENT.

The Parties acknowledge and agree that the acknowledgements, warranties andrepresentations, limitations and remedies set forth in Section 9 of the Terms andConditions will survive Closing in accordance with such provisions and constitute thesole warranties, representations, and remedies with respect to the Assigned EasementArea and the Easement Instruments, all other warranties being expressly disclaimed.


As part of the consideration for this Partial Assignment, Assignee expressly assumesall liabilities, obligations and duties of Assignor pertaining to the Assigned Easement

Rights. By assuming such liabilities, obligations and duties, Assignee herebyexpressly releases and discharges Assignor from all liabilities, obligations and dutiespertaining to the Assigned Easement Rights. It is acknowledged and agreed thatAssignor shall not be responsible for the discharge and performance of any duties orobligations to be performed or discharged in connection with the Assigned EasementRights at and after the Effective Time. By acceptance of this Partial Assignment,Assignee, to the extent permitted by law, agrees to indemnify, save and hold harmlessAssignor from and against any and all loss, liability, claims or causes of actionexisting in favor of or asserted by any Person arising out of or relating to Assignee'sfailure to perform any duties or obligations set forth in the Easement Instruments or in

connection with the Assigned Easement Rights, including without limitationAssignee's obligation to limit its use of the Assigned Easement Rights and occupancyof the Assigned Easement Area to Permitted Uses, at and after the Effective Time. Noindemnity of any kind runs from Assignor to Assignee in connection with thisAgreement, the Assigned Easement Rights, the Assigned Easement Area or theEasement Instruments.


9. MISCELLANEOUS

9.1. Severability. The invalidity of one or more phrases, sentences, clauses, sections orsubsections contained in this Agreement shall not affect the validity of the remaining rnportions of the Agreement so long as the material purposes of this Agreement can be U111

..determined and carried out.L1.^fC

9.2. Joint Effort. Preparation of this Agreement has been a joint effort of the Parties and N

the resulting document shall not be construed more severely against one of the Parties r-

than against the other. °a:.^.

Lytle 138/69 Substation and Line Upgrades (BT"f # 067) Page 3


790

Execution Version

9.3. Capons. The captions contained in this Agreement are for convenience and referenceonly and in no way define, describe, extend or limit the scope or intent of thisAgreement or the intent of any provision contained herein.

9.4. Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the Parties, their successors and assigns.


9.6. Entire Ageement. This Agreement represents the entire agreement between theParties and no additional or different representation, promise or agreement, oral orotherwise, shall be binding on any of the Parties hereto with respect to the subjectmatter of this instrument, unless stated in writing explicitly referring to this Agreement

and signed by the Parties.


=1*tn

w..^c^r

cs

,•C='=-3



791

Execution Version



tBy:Name: Michael He eckTitle: Vice President

STATE OF f>ff/^ §§

COUNTY OF F1-i9NKUAJ §f

This instrument was acknowledged before me on the S/ ^ day of /^'94rcA , 20 /0

by Michael Heyeck, Vice President of AEP Texas Central Company, a Texascorporation, on behalf of said corporation.

Notary Public, State of 4^171'h10

`a,`,",auunt4etqy,L

.

ROBIN S. SMITHNOTARY uBuc

= r= IN AND FOR ME gYpTE OF OHIONY COMMISSION EXPIRES

'•y^^ ^„^ NOVEMBER 2,2013


Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Signature Page

t."ti7tn...e=

c..o1WNc-'0

792

Execution Version



By:Name• Calvin CrowderTitle: President

STATE OF rZK6t5

COUNTY OF 7r-aWs

This instrument was acknowledged before me on the _21 day of rcA 20JI by J.Calvin Crowder; President of Electric Transmission Texas, LLC, a Delaware limited liabilitycompany, on behalf of said company. /'q n fy ,

Notafy l?ublic, Mate of TG,f[^5

ASHLEY PRICE^ na.rv.maew.aru.c

W DWA"M eoftY21,2013JANUAR

Lytle 138/69 Substation and Line Upgrades (E1T # 067) Page S-2Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle)Signature Page

793

-0!17

^--m

!`d•

t:y„

Execution Version

EXHIBIT 1

DEFINITIONS


TERM DEFINITION


2. Assigned Easement Area As defined in Section 3.

3. Assigned Easement As defined in Section 2.Rights



6. Big Foot to Devine to A 69 kV transmission line extending approximately 13.1Lytle Transmission Line miles from Assignor's Big Foot Substation to Assignor's

Devine Substation to Assignor's Lytle Substation.




10. Partial Assignment As defined in Section 2.


12. Permitted Encumbrances As defined in Terms and Conditions Exhibit 1.1





^ccs....

^--

.^,

794

Execution Version

16. Project Transfer Purchase The July 30, 2009 Project Transfer Purchase and Sale

and Sale Agreement Agreement Cover Sheet and the Schedules thereto for

Cover Sheet Project Number ETT 067 by and between Assignor andAssignee, as may be amended from time to time.

17. Retained Easement Area As defined in Section 4



Partial Assignment of Easements and Assumption Agreement (Big Foot to Devine to Lytle),

Exhibit 1

COul^ul^...

CV

r

,.^..

795

Execution Version

EXHIBIT 2

PARTIAL ASSIGNMENT




5126/1973 Travis J. McCulloch Central Power Vol. 301, Frio Transmission

and Light Page 529 EasementCompany

2/09/1955 Henry L. Brown Central Power Vol. 165, Frio Transmissionand Light Page 600 EasementCompany

4/19/1955 D. B. Little and wife, Central Power Vol. 165, Frio Transmission

Beatrice Little and Light Page 588 Easement

Company

2/08/1955 Domingo Ornelas Central Power Vol. D-5, Page545, La Salle Transmission

and Light La Salle County and Frio Easement

Company Vol. 71, 8,Frio County

2/09/1955 Dr. G. S. Woods Central Power Vol. D-5, Page 546, La Salle Transmissionand Light La Salle County and Frio Easement

Company Vol. 71, Page 481,Frio County

4/02/1955 F.S. Luckey Central Power Vol. 165, Frio Transmissionand Light Page 599 Easement

Company

2/08/1955 Cloud O. Fargason Central Power Vol. 165, Frio Transmissionand Light Page 598 EasementCompany

2/28/1955 Harold Hoggard Central Power Vol. 168, Medina Transmission


Company



0-t.r7t^...

r

•r,,,

796

Execution Version


3/08/1955 George W. Central Power Vol. 168, Medina Transmission

Thompson and Light Page 122 Easement

Company

4/26/1955 Lloyd W. Stewart Central Power Vol. 168, Medina Transmissionand Light Page 117 Easement

Company

3/02/1955 Ernesto Sandoval and Central Power Vol. 168, Medina Transmission

wife, Nieves and Light Page 123 Easement

Sandoval Company

2/24/1955 Laura B. Redus Central Power Vol. 168, Medina Transmission


Company

3/17/1955 Raybon R. Central Power Vol. 168, Medina Transmission

Cadenhead and Light Page 125 Easement

Company

2/24/1955 Roscoe E. Hardcastle Central Power Vol. 168, Medina Transmission

and wife, Estle Mary and Light Page 126 Easement

Hardcastle Company

3/18/1955 Fritz Schroeter and Central Power Vol. 168, Medina Transmission

wife, Irene Schroeter and Light Page 128 Easement

Company

3/11/1955 Pedro Guiterrez and Central Power Vol. 168, Medina Transmission

wife, Aurora and Light Page 129 Easement

Guiterrez Company (partially releasedon 8/29/1966 atVol. 212, Page388)

3/02/1955 L. C. Martin Central Power Vol. 168, Medina Transmission


Company (unrecordeddelineation ofeasement locationdated 1/28/1958)


3/02/1955 Josephine Central Power Vol. 168, Medina Transmission

Weilbacher and Light Page 375 Easement

Company

Lytle 138/69 Substation and Line Upgrades (EIT # 067) Page 2


Exhibit 2

t.c'^._.C=

;^.

797

Execution Version


3/15/1955 F.L. Gaconnet Central Power Vol. 168, Medina Transmissionand Light Page 131 EasementCompany

4/13/1955 E.B. Lyles Central Power Vol. 168, Medina Transmissionand Light Page 132 EasementCompany

3/28/1955 Flora H. Briscoe and Central Power Vol. 168, Medina TransmissionGeo L. Briscoe and Light Page 133 Easement

Company

4/13/1955 Fred L. Kempf Central Power Vol. 168, Medina Transmissionand Light Page 135 EasementCompany

4/13/1955 Fred L. Kempf Central Power Vol. 168, Medina Transmissionand Light Page 136 EasementCompany

3/29/1955 Erwin Lutz Central Power Vol. 168, Medina Transmissionand Light Page 137 EasementCompany

4/06/1955 Mary Cox Central Power Vol. 168, Medina Transmissionand Light Page 138 EasementCompany

4/11/1955 Albert Elias Hibdon Central Power Vol. 168, Medina Transmissionand Light Page 139 EasementCompany

4/11/1955 Mollie Roberson Central Power Vol. 168, Medina TransmissionCrawford and Light Page 140 Easement

Company

4/11/1955 Herbert Crawford Central Power Vol. 168, Medina Transmissionand Light Page 142 EasementCompany

3/31/1955 Raymond Terhune Central Power Vol. 168, Medina Transmissionand Light Page 399 Easement

Company


798

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Execution Version


3/03/1955 C. Granger Central Power Vol. 168, Medina Transmission


Company (subject toAgreement toRelocate dated4/2711966 by PaulStehle and VeraStehle)

3/29/1955 Joe E. Briscoe Central Power Vol. 168, Medina Transmission


Company (subject toAgreement toRelocate dated4/27/1964 by PaulStehle and VeraStehle)

4/12/1955 Sida S. Martin Central Power Vol. 168, Medina Transmission


Company

4/11/1955 W. I. Pittman and Central Power Vol. 168, Medina Transmission

wife, Mattie Veona and Light Page 146 Easement

Pittman Company

4/12/1955 Abraham R. Garcia Central Power Vol. 168, Medina Transmission

and wife, Maria and Light Page 112 Easement

Amelia Garcia Company

4/13/1955 Emil Ziegenbalg Central Power Vol. 168, Medina Transmissionand Light Page 147 Easement

Company

4/11/1955 Hans Ziegenbalg and Central Power Vol. 168, Medina Transmission

wife, Estrella and Light Page 149 Easement

Ziegenbalg Company

5/22/1926 Roy C. Osgood, Texas Central Volume A79, Medina Transmission

James D. Armstrong, Power Company Page 467, Medina and Easement

Charles W. McNear, County, and Vol. Atascosa

L. Marquard Forster, 105, page, 279,

and George W. Atascosa CountyMorgan, as Trusteesof the trust known asthe "San AntonioTrust"



Exhibit 2

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799

ASSIGNMENT OF EASEMENTS AND ASSUMPTION AGREEMENT …

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Transcript of ASSIGNMENT OF EASEMENTS AND ASSUMPTION AGREEMENT …