Common use of COUNTY OF Clause in Contracts

COUNTY OF. On ____________________ before me, the undersigned notary public in and for said state, personally appeared ___________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature _______________________ (Seal) EXHIBIT "A" PREMISES [TO BE ATTACHED] EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE LAND CONVEYED TO NEWMARKET COMPANY BY DEED RECORDED IN BOOK 6453 PAGE 78, OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID LAND NORTH 09 DEGREES 10 MINUTES 00 SECONDS EAST 400.00 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO PACIFIC LIGHT AND POWER CORPORATION BY DEED RECORDED IN BOOK 6278 PAGE 244, OF DEEDS; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 326.46 FEET ALONG SAID SOUTHERLY LINE TO THE EAST LINE OF THE TRACT OF LAND DESCRIBED IN THE AGREEMENT TO CONVEY FROM THE HUNTINGTON LAND AND IMPROVEMENT COMPANY TO CEDARLIND AND PERSON COMPANY, RECORDED IN BOOK 5889 PAGE 250, OF DEEDS; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 154.77 FEET ALONG SAID EAST LINE TO THE SOUTH LINE OF THE LAND CONVEYED TO LOS ANGELES PACKING COMPANY, BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 10 MINUTES 50 SECONDS EAST 264.95 FEET TO THE SOUTHEAST CORNER OF THE LAND SO CONVEYED TO SAID LOS ANGELES PACKING COMPANY; THENCE SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 99.93 FEET; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 627.55 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 449.76 FEET TO THE NORTHERLY LINE OF VERNON AVENUE, 40.00 FEET WIDE (FORMERLY FRUITLAND COUNTY ROAD); THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 585.98 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING. SAID LAND IS ALSO KNOWN AS PARCEL 1 OF PARCEL MAP NO. 3477, IN THE CITY OF VXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 52, PAGE 21 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND GRANTED TO THE CITY OF VXXXXX, A MUNICIPAL CORPORATION IN DEED RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO. 91-255747, OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR INGRESS AND EGRESS PURPOSES OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT LAND CONVEYED TO LOS ANGELES PACKING COMPANY BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LAND, SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 49.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 625.35 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 50.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 627.55 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 50.03 FEET TO THE POINT OF BEGINNING. PARCEL 3: AN EASEMENT FOR INGRESS AND EGRESS PURPOSE OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. PARCEL 4: AN EASEMENT FOR A RAILROAD SPUR TRACK OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. EXHIBIT "D" GUARANTY _________________________________________, a _______________________ ("Guarantor"), whose address is ___________________________________, ________, California ______, whose facsimile number is _________________ and whose Social Security/Tax Identification Number is ___________, as a material inducement to and in consideration of ____________________, a _____________________________, as Lessor ("Lessor"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the "Lease") dated as of ___________________, 200_, with ___________________________, a ____________________________, as Lessee ("Lessee"), concerning space commonly known as _____________________________________, California, hereby unconditionally, irrevocably and jointly and severally guarantees and promises to, and for the benefit of Lessor, full and prompt payment and discharge of all of Lessee's present and future obligations to Lessor and that Lessee shall perform all of its covenants under the Lease, including but not limited to the payment of rent and all other sums now or hereafter becoming due or payable under the Lease. Without Lessor first having to proceed against Lessee or to proceed against any security therefore, Guarantor agrees to pay, on demand, all sums due and to become due from Lessee and all losses, costs, attorneys' fees or expenses which may be suffered by Lessor by reason of Lessee's default, subject to the Maximum Liability Amount (as such term is defined below). Guarantor's liability under this Guaranty shall continue until all amounts due from Lessee have been paid in full and until all other obligations of Lessee to Lessor have been satisfied and shall not be reduced by virtue of any payment by Lessee of any amount due. Guarantor hereby warrants and represents to Lessor that Guarantor now has and will continue to have full and complete access to any and all information concerning the value of assets owned or to be acquired by Lessee, Lessee's financial status and Lessee's ability to pay and perform the obligations owed to Lessor.

COUNTY OF. On ____________________ before me, the undersigned notary public in and for said state_______________________________, personally appeared _____________________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature _______________________ (Seal) EXHIBIT "A" PREMISES [TO BE ATTACHED] EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE LAND CONVEYED TO NEWMARKET COMPANY BY DEED RECORDED IN BOOK 6453 PAGE 78, OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID LAND NORTH 09 DEGREES 10 MINUTES 00 SECONDS EAST 400.00 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO PACIFIC LIGHT AND POWER CORPORATION BY DEED RECORDED IN BOOK 6278 PAGE 244, OF DEEDS; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 326.46 FEET ALONG SAID SOUTHERLY LINE TO THE EAST LINE OF THE TRACT OF LAND DESCRIBED IN THE AGREEMENT TO CONVEY FROM THE HUNTINGTON LAND AND IMPROVEMENT COMPANY TO CEDARLIND AND PERSON COMPANY, RECORDED IN BOOK 5889 PAGE 250, OF DEEDS; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 154.77 FEET ALONG SAID EAST LINE TO THE SOUTH LINE OF THE LAND CONVEYED TO LOS ANGELES PACKING COMPANY, BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 10 MINUTES 50 SECONDS EAST 264.95 FEET TO THE SOUTHEAST CORNER OF THE LAND SO CONVEYED TO SAID LOS ANGELES PACKING COMPANY; THENCE SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 99.93 FEET; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 627.55 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 449.76 FEET TO THE NORTHERLY LINE OF VERNON AVENUE, 40.00 FEET WIDE (FORMERLY FRUITLAND COUNTY ROAD); THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 585.98 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING. SAID LAND IS ALSO KNOWN AS PARCEL 1 OF PARCEL MAP NO. 3477, IN THE CITY OF VXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 52, PAGE 21 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND GRANTED TO THE CITY OF VXXXXX, A MUNICIPAL CORPORATION IN DEED RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO. 91-255747, OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR INGRESS AND EGRESS PURPOSES OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT LAND CONVEYED TO LOS ANGELES PACKING COMPANY BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LAND, SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 49.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 625.35 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 50.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 627.55 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 50.03 FEET TO THE POINT OF BEGINNING. PARCEL 3: AN EASEMENT FOR INGRESS AND EGRESS PURPOSE OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. PARCEL 4: AN EASEMENT FOR A RAILROAD SPUR TRACK OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. EXHIBIT "D" GUARANTY __________________________________________ NOTARY PUBLIC State of California EXHIBIT "A" PLAT OF SURVEY [ATTACHED HERETO] EXHIBIT "B" TOY LANE EASEMENT All that certain property sixty feet in width and .19 mile in length being that portion of Toy Lane (State Road 1123) which was abandoned by Resolution No. 000-00-00 of the Board of Supervisors of Pittsylvania County, Virginia. Said easement area begins at the terminus of the existing right of way of Toy Lane (0.7 mile west of the intersection of Toy Lane with U. S. Highway No. 29) and extends approximately .19 mile to the boundary line of the 163.08 acre tract as shown on Plat of Survey For: eToys Distribution, L.L.C., dated June 14, 2000, last revised September 18, 2000, made by Xxxxxxxx and Xxxxx, a _______________________ copy of which is to be recorded contemporaneously herewith. EXHIBIT "C" NON-DISTURBANCE AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: Greenwald, Pauly, Xxxxxx & Xxxxxx 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxxxx X. Xxxxxx, Esq. -------------------------------------------------------------------------------- SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "AGREEMENT") is made and entered into as of the 26th day of September, 2000, by, between and among NG LAND LLC, a California limited liability company ("GuarantorLessor"), whose address is ___________________________________000 Xxxxxxxxx Xxxxxx, ________Xxxxxxxxx, California ______Xxxxxxxxxx 00000, whose facsimile number is _________________ and whose Social Security/Tax Identification Number is ___________eTOYS DISTRIBUTION, as a material inducement to and in consideration of ____________________L.L.C., a _____________________________, as Lessor ("Lessor"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the "Lease") dated as of ___________________, 200_, with ___________________________, a ____________________________, as Lessee Delaware limited liability company ("Lessee"), concerning space commonly known as _____________________________________whose address is 0000 Xxxxx Xxxx Xxxxxxxxx, CaliforniaXxxxx 000, hereby unconditionallyXxxxx Xxxxxx, irrevocably Xxxxxxxxxx 00000 and jointly and severally guarantees and promises toRE XXXX.XXXX LLC, and a California limited liability company ("Lender"), whose address for the benefit purposes of Lessorthis Agreement is 000 Xxxxxxxxx Xxxxxx, full and prompt payment and discharge of all of Lessee's present and future obligations to Lessor and that Lessee shall perform all of its covenants under the LeaseXxxxxxxxx, including but not limited to the payment of rent and all other sums now or hereafter becoming due or payable under the Lease. Without Lessor first having to proceed against Lessee or to proceed against any security thereforeXxxxxxxxxx 00000, Guarantor agrees to pay, on demand, all sums due and to become due from Lessee and all losses, costs, attorneys' fees or expenses which may be suffered by Lessor by reason of Lessee's default, subject to the Maximum Liability Amount (as such term is defined below). Guarantor's liability under this Guaranty shall continue until all amounts due from Lessee have been paid in full and until all other obligations of Lessee to Lessor have been satisfied and shall not be reduced by virtue of any payment by Lessee of any amount due. Guarantor hereby warrants and represents to Lessor that Guarantor now has and will continue to have full and complete access to any and all information concerning the value of assets owned or to be acquired by Lessee, Lessee's financial status and Lessee's ability to pay and perform the obligations owed to LessorAttention: Xxxxxx Xx.

COUNTY OF. ..) On _________________this ___ day of June, 2004, before me, the undersigned notary public in and for said state, me personally appeared ______________, to me known, who being by me duly sworn, did depose and say, that he/she resides at _____________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they she is the ____________ of Wilmington Trust Company, the Owner Trustee, one of the corporations described in and which executed the same in above instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he/she signed his/herher name thereto by like order. Notary Public Acknowledgements STATE OF ) ) ss.: COUNTY OF ) On this ___ day of June, 2004, before me personally appeared __________, to me known, who being by me duly sworn, did depose and say, that he/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature she resides at _______________________ (Seal) EXHIBIT "A" PREMISES [TO BE ATTACHED] EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE LAND CONVEYED TO NEWMARKET COMPANY BY DEED RECORDED IN BOOK 6453 PAGE 78, OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID LAND NORTH 09 DEGREES 10 MINUTES 00 SECONDS EAST 400.00 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO PACIFIC LIGHT AND POWER CORPORATION BY DEED RECORDED IN BOOK 6278 PAGE 244, OF DEEDS; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 326.46 FEET ALONG SAID SOUTHERLY LINE TO THE EAST LINE OF THE TRACT OF LAND DESCRIBED IN THE AGREEMENT TO CONVEY FROM THE HUNTINGTON LAND AND IMPROVEMENT COMPANY TO CEDARLIND AND PERSON COMPANY, RECORDED IN BOOK 5889 PAGE 250, OF DEEDS; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 154.77 FEET ALONG SAID EAST LINE TO THE SOUTH LINE OF THE LAND CONVEYED TO LOS ANGELES PACKING COMPANY, BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 10 MINUTES 50 SECONDS EAST 264.95 FEET TO THE SOUTHEAST CORNER OF THE LAND SO CONVEYED TO SAID LOS ANGELES PACKING COMPANY; THENCE SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 99.93 FEET; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 627.55 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 449.76 FEET TO THE NORTHERLY LINE OF VERNON AVENUE, 40.00 FEET WIDE (FORMERLY FRUITLAND COUNTY ROAD); THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 585.98 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING. SAID LAND IS ALSO KNOWN AS PARCEL 1 OF PARCEL MAP NO. 3477, IN THE CITY OF VXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 52, PAGE 21 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND GRANTED TO THE CITY OF VXXXXX, A MUNICIPAL CORPORATION IN DEED RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO. 91-255747, OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR INGRESS AND EGRESS PURPOSES OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT LAND CONVEYED TO LOS ANGELES PACKING COMPANY BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LAND, SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 49.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 625.35 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 50.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 627.55 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 50.03 FEET TO THE POINT OF BEGINNING. PARCEL 3: AN EASEMENT FOR INGRESS AND EGRESS PURPOSE OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. PARCEL 4: AN EASEMENT FOR A RAILROAD SPUR TRACK OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. EXHIBIT "D" GUARANTY _________________________________________, a ____________that he/she is the ___________ of Wells Fargo Bank, N.A., xx Indenture Trustee, one of the corporations described in and which executed the above instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he/she signed his/her name thereto by like order. Notary Public NOTORIAL SEAL -------- *Thisreconciliation and tie shall not, for any purpose, be deemed to be part of the within indenture. EXHIBIT A-1 FORM OF TERM NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("GuarantorDTC"), whose address is TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS NOTE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLERS, THE DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE INDENTURE OR THE OTHER BASIC DOCUMENTS. GMACM HOME EQUITY LOAN TRUST 2004-HE3 GMACM Home Equity Loan-Backed Note, Class A-___________________________________, ________, California ______, whose facsimile number is _________ Registered Initial Note Balance: $--------- No. A-__-1 Note Rate: Variable CUSIP NO. _________ GMACM Home Equity Loan Trust 2004-HE3, a statutory trust duly organized and whose Social Security/Tax Identification Number is ___________existing under the laws of the State of Delaware (herein referred to as the "Issuer"), as a material inducement for value received, hereby promises to and in consideration pay to Cede & Co. or its registered assigns, the principal sum of ____________________, a dollars ($_________), payable on each Payment Date in an amount equal to the pro rata portion allocable hereto (based on the Initial Note Balance specified above and the Initial Note Balance of all Class A-__ Notes) of the aggregate amount, if any, payable from the Note Payment Account in respect of principal of the Class A-____________________ Notes (the "Notes") pursuant to Section 3.05 of the indenture dated as of June 30, as Lessor 2004 (the "LessorIndenture"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net between the Issuer and Wells Fargo Bank, N.A., xx indenture trustee (the "Lease") dated as of ___________________, 200_, with ___________________________, a ____________________________, as Lessee ("LesseeIndenture Trustee"); provided, concerning space commonly known however, that unless an Early Amortization Event (as _____________________________________defined in the Indenture) shall have occurred and be continuing, Californiait is expected that the entire unpaid principal amount of this Note shall be due and payable on the related Targeted Final Payment Date in accordance with the terms of the Indenture, hereby unconditionallyprovided further that, irrevocably the entire unpaid principal amount of this Note shall be due and jointly and severally guarantees and promises topayable on the Payment Date occurring in October 2034, and for the benefit of Lessorin each case, full and prompt payment and discharge of all of Lessee's present and future obligations to Lessor and that Lessee shall perform all of its covenants under the Lease, including but not limited to the payment of rent and all other sums now or hereafter becoming due or payable under extent not previously paid on a prior Payment Date. Capitalized terms used herein that are not otherwise defined shall have the Lease. Without Lessor first having to proceed against Lessee or to proceed against any security therefore, Guarantor agrees to pay, on demand, all sums due and to become due from Lessee and all losses, costs, attorneys' fees or expenses which may be suffered by Lessor by reason of Lessee's default, subject meanings ascribed thereto in Appendix A to the Maximum Liability Amount (as such term is defined below). Guarantor's liability under this Guaranty shall continue until all amounts due from Lessee have been paid in full and until all other obligations of Lessee to Lessor have been satisfied and shall not be reduced by virtue of any payment by Lessee of any amount due. Guarantor hereby warrants and represents to Lessor that Guarantor now has and will continue to have full and complete access to any and all information concerning the value of assets owned or to be acquired by Lessee, Lessee's financial status and Lessee's ability to pay and perform the obligations owed to LessorIndenture.

COUNTY OF. On ____________________ ___, before me, the undersigned notary public in and for said state__________________________, a Notary Public, personally appeared ______________________________________, personally known to me (or who proved to me on the basis of satisfactory evidence) evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ________________________________ (Seal) Signature of Notary Public EXHIBIT "A" PREMISES [A THE LAND REFERRED TO BE ATTACHED] EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: THAT PORTION OF THE RANCHO SAN ANTONIO, HEREIN BELOW IS SITUATED IN THE CITY OF VERNONSAN DIEGO, IN THE COUNTY OF LOS ANGELESSAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT PARCEL A: APN 000-000-00-00 PARCEL 0 XX XXXXXX XXX XX. 00000 XX THE SOUTHEAST CORNER CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO NOVEMBER 16, 2000. EXCEPTING THEREFROM SAID LAND CONVEYED TO NEWMARKET COMPANY BY SUCH MINERALS, MINERAL RIGHTS AND RELATED RIGHTS AS RESERVED AND DESCRIBED IN DEED RECORDED JUNE 10, 1914 IN BOOK 6453 650, PAGE 78197 OF DEEDS AND JULY 10, 1973 AS FILE NO. 1973-190126 OF DEEDS; THENCE ALONG OFFICIAL RECORDS. PARCEL A1: THOSE CERTAIN EASEMENTS AS GRANTED IN A DOCUMENT ENTITLED “DECLARATION OF EASEMENTS AND DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED SEPTEMBER 10, 2001 AS FILE NO. 2001-0648099 OF OFFICIAL RECORDS. EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN PARCEL “A” HERE AND ABOVE DESCRIBED. PARCEL B APN 000-000-00-00 AND APN 000-000-00-00 PARCELS 0 XXX 0 XX XXXXXX XXX XX. 00000 XX THE EASTERLY LINE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO NOVEMBER 16, 2000 AS FILE NO. 2000-0624882 OF OFFICIAL RECORDS. EXCEPTING THEREFROM SAID LAND NORTH 09 DEGREES 10 MINUTES 00 SECONDS EAST 400.00 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO PACIFIC LIGHT SUCH MINERALS, MINERAL RIGHTS AND POWER CORPORATION BY RELATED RIGHTS AS RESERVED AND DESCRIBED IN DEED RECORDED JUNE 10, 1914 IN BOOK 6278 650, PAGE 244197 OF DEEDS AND JULY 10, 1973 AS FILE NO. 1973-190126 OF DEEDS; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 326.46 FEET ALONG SAID SOUTHERLY LINE TO THE EAST LINE OFFICIAL RECORDS. PARCEL B1: AN ACCESS EASEMENT OVER ALL THAT PORTION OF THE TRACT OF LAND DESCRIBED IN THE AGREEMENT TO CONVEY FROM THE HUNTINGTON LAND PARCELS 1 AND IMPROVEMENT COMPANY TO CEDARLIND AND PERSON COMPANY, RECORDED IN BOOK 5889 PAGE 250, OF DEEDS; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 154.77 FEET ALONG SAID EAST LINE TO THE SOUTH LINE OF THE LAND CONVEYED TO LOS ANGELES PACKING COMPANY, BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 10 MINUTES 50 SECONDS EAST 264.95 FEET TO THE SOUTHEAST CORNER OF THE LAND SO CONVEYED TO SAID LOS ANGELES PACKING COMPANY; THENCE SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 99.93 FEET; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 627.55 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 449.76 FEET TO THE NORTHERLY LINE OF VERNON AVENUE, 40.00 FEET WIDE (FORMERLY FRUITLAND COUNTY ROAD); THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 585.98 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING. SAID LAND IS ALSO KNOWN AS PARCEL 1 OF PARCEL MAP NO. 347718581, IN THE CITY OF VXXXXXSAN DIEGO, COUNTY OF LOS ANGELESSAN DIEGO, STATE OF CALIFORNIA, AS PER ACCORDING TO PARCEL MAP FILED IN BOOK 52, PAGE 21 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND GRANTED TO THE CITY OF VXXXXX, A MUNICIPAL CORPORATION IN DEED RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO. 91-255747, OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR INGRESS AND EGRESS PURPOSES OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST MOST WESTERLY CORNER OF THAT LAND CONVEYED SAID PARCEL 2, SAID WESTERLY CORNER BEING ON THE ARC OF A CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1241.00 FEET, A RADIAL TO LOS ANGELES PACKING COMPANY BY DEED RECORDED IN BOOK 2445 PAGE 56SAID WESTERLY CORNER BEARS SOUTH 70 45’13” WEST; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL 2, AND SAID CURVE, 26.55 FEET THROUGH A CENTRAL ANGLE OF DEEDS01 13’32” TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 30.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 09 05’36” WEST; THENCE EASTERLY ALONG SAID CURVE 14.74 FEET THROUGH A CENTRAL ANGLE OF 28 09’28”; THENCE NORTH 70 56’08” EAST 181.25 FEET; THENCE NORTH 65 12’53” EAST 36.75 FEET TO THE BEGINNING OF A CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 30.00 FEET; THENCE EASTERLY, SOUTHEASTERLY, SOUTHERLY, SOUTHWESTERLY, AND WESTERLY ALONG SAID CURVE 99.11 FEET THROUGH A CENTRAL ANGLE OF 189 17’23”; THENCE SOUTH 74 30’16” WEST 38.90 FEET; THENCE SOUTH 70 54’25” WEST 173.95 FEET TO THE BEGINNING OF CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 30.00 FEET; THENCE ALONG SAID CURVE 18.29 FEET THROUGH A CENTRAL ANGLE OF 34 56’27” TO THE SOUTHERLY PROLONGATION OF THE EASTERLY WESTERLY LINE OF SAID LANDPARCEL 2, SAID WESTERLY LINE BEING ON THE ARC OF A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 1,241.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 49.90 66 37’34” WEST; THENCE NORTHERLY ALONG SAID WESTERLY LINE OF SAID PARCEL 2, AND SAID CURVE, 62.84 FEET THROUGH A CENTRAL ANGLE OF 02 54’05” TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 625.35 FEET TO . EXCEPTING THEREFROM THAT PORTION LYING WITHIN PARCEL A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 50.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 627.55 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 50.03 FEET TO THE POINT OF BEGINNINGHEREINABOVE DESCRIBED. PARCEL 3B2: AN EASEMENT FOR INGRESS THOSE CERTAIN EASEMENTS AS GRANTED IN A DOCUMENT ENTITLED “DECLARATION OF EASEMENTS AND EGRESS PURPOSE OVER THAT PORTION DECLARATION OF THE RANCHO SAN ANTONIOCOVENANTS, IN THE CITY CONDITIONS AND RESTRICTIONS RECORDED SEPTEMBER 10, 2001 AS FILE NO. 2001-0648099 OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES OFFICIAL RECORDS. EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN PARCEL “A” HERE AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDSABOVE DESCRIBED. PARCEL 4: AN EASEMENT FOR A RAILROAD SPUR TRACK OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. EXHIBIT "D" GUARANTY _________________________________________, a _______________________ ("Guarantor"), whose address is ___________________________________, ________, California ______, whose facsimile number is _________________ and whose Social Security/Tax Identification Number is ___________, as a material inducement to and in consideration of ____________________, a _____________________________, as Lessor ("Lessor"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the "Lease") dated as of ___________________, 200_, with ___________________________, a ____________________________, as Lessee ("Lessee"), concerning space commonly known as _____________________________________, California, hereby unconditionally, irrevocably and jointly and severally guarantees and promises to, and for the benefit of Lessor, full and prompt payment and discharge of all of Lessee's present and future obligations to Lessor and that Lessee shall perform all of its covenants under the Lease, including but not limited to the payment of rent and all other sums now or hereafter becoming due or payable under the Lease. Without Lessor first having to proceed against Lessee or to proceed against any security therefore, Guarantor agrees to pay, on demand, all sums due and to become due from Lessee and all losses, costs, attorneys' fees or expenses which may be suffered by Lessor by reason of Lessee's default, subject to the Maximum Liability Amount (as such term is defined below). Guarantor's liability under this Guaranty shall continue until all amounts due from Lessee have been paid in full and until all other obligations of Lessee to Lessor have been satisfied and shall not be reduced by virtue of any payment by Lessee of any amount due. Guarantor hereby warrants and represents to Lessor that Guarantor now has and will continue to have full and complete access to any and all information concerning the value of assets owned or to be acquired by Lessee, Lessee's financial status and Lessee's ability to pay and perform the obligations owed to Lessor.RIDER

COUNTY OF. On _____________________ before me, the undersigned notary public in and for said state, personally appeared ___________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ________________________________ (Seal) -------------------------------------------------------------------------------- STATE OF _____________ ) ) SS. COUNTY OF ____________ On _____________________ before me, the undersigned notary public in and for said state, personally appeared ___________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ________________________________ (Seal) EXHIBIT "A" PREMISES [TO BE ATTACHED] EXHIBIT "A" ----------- LEGAL DESCRIPTION OF PREMISES PARCEL 1: THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE LAND CONVEYED TO NEWMARKET COMPANY BY DEED RECORDED IN BOOK 6453 PAGE 78, OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID LAND NORTH 09 DEGREES 10 MINUTES 00 SECONDS EAST 400.00 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO PACIFIC LIGHT AND POWER CORPORATION BY DEED RECORDED IN BOOK 6278 PAGE 244, OF DEEDS; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 326.46 FEET ALONG SAID SOUTHERLY LINE TO THE EAST LINE OF THE TRACT OF LAND DESCRIBED IN THE AGREEMENT TO CONVEY FROM THE HUNTINGTON LAND AND IMPROVEMENT COMPANY TO CEDARLIND AND PERSON COMPANY, RECORDED IN BOOK 5889 PAGE 250, OF DEEDS; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 154.77 FEET ALONG SAID EAST LINE TO THE SOUTH LINE OF THE LAND CONVEYED TO LOS ANGELES PACKING COMPANY, BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 10 MINUTES 50 SECONDS EAST 264.95 FEET TO THE SOUTHEAST CORNER OF THE LAND SO CONVEYED TO SAID LOS ANGELES PACKING COMPANY; THENCE SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 99.93 FEET; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 627.55 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 449.76 FEET TO THE NORTHERLY LINE OF VERNON VXXXXX AVENUE, 40.00 FEET WIDE (FORMERLY FRUITLAND COUNTY ROAD); THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 585.98 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING. SAID LAND IS ALSO KNOWN AS PARCEL 1 OF PARCEL MAP NO. 3477, IN THE CITY OF VXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 52, PAGE 21 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND GRANTED TO THE CITY OF VXXXXX, A MUNICIPAL CORPORATION IN DEED RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO. 91-255747, OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR INGRESS AND EGRESS PURPOSES OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT LAND CONVEYED TO LOS ANGELES PACKING COMPANY BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LAND, SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 49.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 625.35 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 50.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 627.55 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 50.03 FEET TO THE POINT OF BEGINNING. PARCEL 3: AN EASEMENT FOR INGRESS AND EGRESS PURPOSE OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON VXXXXX AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. PARCEL 4: AN EASEMENT FOR A RAILROAD SPUR TRACK OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON VXXXXX AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. EXHIBIT "C" CONDITION OF PREMISES AND DEPICTION OF SIGN [TO BE ATTACHED] EXHIBIT "D" CORPORATE GUARANTY _________________________________________, a _______________________ , ("GuarantorGUARANTOR"), whose address is ___________________________________, __________, California ___________, whose facsimile number is _________________ and whose Social Security/Tax Identification Number is ___________, as a material inducement to and in consideration of _____________________________, a _____________________________, as Lessor ("LessorLESSOR"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the "LeaseLEASE") dated as of ___________________, 200_, with ___________________________, a ____________________________, as Lessee ("LesseeLESSEE"), concerning space commonly known as _____________________________________, California, hereby unconditionally, irrevocably and jointly and severally guarantees and promises to, and for the benefit of Lessor, full and prompt payment and discharge of all of Lessee's present and future obligations to Lessor and that Lessee shall perform all of its covenants under the Lease, including but not limited to the payment of rent and all other sums now or hereafter becoming due or payable under the Lease. Without Lessor first having to proceed against Lessee or to proceed against any security therefore, Guarantor agrees to pay, on demand, all sums due and to become due from Lessee and all losses, costs, attorneys' fees or expenses which may be suffered by Lessor by reason of Lessee's default, subject to the Maximum Liability Amount (as such term is defined below). Guarantor's liability under this Guaranty shall continue until all amounts due from Lessee have been paid in full and until all other obligations of Lessee to Lessor have been satisfied and shall not be reduced by virtue of any payment by Lessee of any amount due. Guarantor hereby warrants and represents to Lessor that Guarantor now has and will continue to have full and complete access to any and all information concerning the value of assets owned or to be acquired by Lessee, Lessee's financial status and Lessee's ability to pay and perform the obligations owed to Lessor.

COUNTY OF. On _________________________ before me, (here insert name and title of the undersigned notary public in and for said stateofficer), personally appeared ______________________________, personally known to me (or who proved to me on the basis of satisfactory evidence) evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature ___________________________ (Seal) EXHIBIT "A" PREMISES [A TO BE ATTACHED] EXHIBIT "A" LEGAL DEED REAL PROPERTY DESCRIPTION Real property in the City of Milpitas, County of Santa Xxxxx, State of California, described as follows: PARCEL 1: 3, AS SHOWN ON THAT PORTION OF THE RANCHO SAN ANTONIOCERTAIN MAP ENTITLED, IN THE CITY OF VERNON“PARCEL MAP, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE LAND CONVEYED TO NEWMARKET COMPANY BY DEED RECORDED IN BOOK 6453 PAGE 78, OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID LAND NORTH 09 DEGREES 10 MINUTES 00 SECONDS EAST 400.00 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO PACIFIC LIGHT AND POWER CORPORATION BY DEED RECORDED IN BOOK 6278 PAGE 244, OF DEEDS; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 326.46 FEET ALONG SAID SOUTHERLY LINE TO THE EAST LINE OF THE TRACT OF LAND DESCRIBED IN THE AGREEMENT TO CONVEY FROM THE HUNTINGTON LAND AND IMPROVEMENT COMPANY TO CEDARLIND AND PERSON COMPANY, RECORDED IN BOOK 5889 PAGE 250, OF DEEDS; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 154.77 FEET ALONG SAID EAST LINE TO THE SOUTH LINE OF THE LAND CONVEYED TO LOS ANGELES PACKING COMPANY, BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 10 MINUTES 50 SECONDS EAST 264.95 FEET TO THE SOUTHEAST CORNER OF THE LAND SO CONVEYED TO SAID LOS ANGELES PACKING COMPANY; THENCE SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 99.93 FEET; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 627.55 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 449.76 FEET TO THE NORTHERLY LINE OF VERNON AVENUE, 40.00 FEET WIDE (FORMERLY FRUITLAND COUNTY ROAD); THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 585.98 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING. SAID LAND IS ALSO KNOWN AS PARCEL 1 BEING ALL OF PARCEL E, ETC”, WHICH MAP NO. 3477, IN THE CITY OF VXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP WAS FILED IN BOOK 52, PAGE 21 OF PARCEL MAPS, FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND GRANTED TO THE CITY OF VXXXXX, A MUNICIPAL CORPORATION IN DEED RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO. 91-255747, OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR INGRESS AND EGRESS PURPOSES OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELESSANTA XXXXX, STATE OF CALIFORNIACALIFORNIA ON JANUARY 11, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT LAND CONVEYED TO LOS ANGELES PACKING COMPANY BY DEED RECORDED 1980 IN BOOK 2445 PAGE 56457 OF MAPS, AT PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF DEEDS; THENCE ALONG THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LANDCORRECTION, SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 49.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 625.35 FEET TO A LINE THAT IS PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXXRECORDED AUGUST 11, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED 1980 IN BOOK 5920 F497 OF OFFICIAL RECORDS, PAGE 22135. APN: 000-00-000 ARB: 086-03-001-06-02 EXHIBIT B TO DEED PERMITTED EXCEPTIONS B–5 _______________, OF DEEDS; THENCE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 50.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST 627.55 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST 50.03 FEET TO THE POINT OF BEGINNING. PARCEL 3: AN EASEMENT FOR INGRESS AND EGRESS PURPOSE OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. PARCEL 4: AN EASEMENT FOR A RAILROAD SPUR TRACK OVER THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE SOUTHERLY LINE OF THE LAND CONVEYED TO A. X. XXXXXXXXX BY DEED RECORDED IN BOOK 1009 PAGE 5, OF DEEDS. EXHIBIT "D" GUARANTY 2012 _______________ County Recorder _________________________________________, a _______________________ ("Guarantor"), whose address is ___________________________________, ________, California _______ Re: Request That Statement of Documentary Transfer Tax Not be Recorded Dear Sir or Madam: Request is hereby made in accordance with Section 11932 of the Revenue and Taxation Code that this statement of tax due not be recorded with the attached deed but be affixed to the deed after recordation and before return as directed on the deed. The attached deed names XXXXXX XXXX INVESTORS, whose facsimile number is _________________ and whose Social Security/Tax Identification Number is ___________LLC, a Delaware limited liability company, as a material inducement to grantor and in consideration of ____________________, a _____________________________, as Lessor ("Lessor"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the "Lease") dated as of ___________________, 200_, with ___________________________, a ____________________________, as Lessee ("Lessee")grantee. The property being transferred and described in the attached deed is located in the City of Milpitas, concerning space commonly known as County of Santa Xxxxx, State of California. The amount of Documentary Transfer Tax due on the attached deed is $____________ computed on full value of the property conveyed. SELLER: XXXXXX XXXX INVESTORS, LLC, a Delaware limited liability company By XX Xxxxxx Lane, LLC, a California limited liability company, its administrative member By: Name: Title: EXHIBIT C XXXX OF SALE For good and valuable consideration, the receipt of which is hereby acknowledged, XXXXXX XXXX INVESTORS, LLC, a Delaware limited liability company (“Seller”), does hereby sell, transfer, and convey to __________________________, Californiaa __________________________ (collectively, hereby unconditionally“Buyer”), irrevocably and jointly and severally guarantees and promises to, and for the benefit of Lessor, full and prompt payment and discharge of all of Lessee's present and future obligations to Lessor and that Lessee shall perform all of its covenants under the Lease, including but not limited to the payment of rent and all other sums now or hereafter becoming due or payable under the Lease. Without Lessor first having to proceed against Lessee or to proceed against any security therefore, Guarantor agrees to pay, on demand, all sums due and to become due from Lessee and all losses, costs, attorneys' fees or expenses which may be suffered by Lessor by reason of Lessee's default, subject to the Maximum Liability Amount (as such term is defined below). Guarantor's liability under this Guaranty shall continue until all amounts due from Lessee have been paid in full and until all other obligations of Lessee to Lessor have been satisfied and shall not be reduced by virtue of any payment by Lessee of any amount due. Guarantor hereby warrants and represents to Lessor that Guarantor now has and will continue to have full and complete access to any and all information concerning personal property owned by Seller and located on and used in connection with the value operation of assets owned that certain real property located in the City of Milpitas, County of Santa Xxxxx, State of California, described on Exhibit A attached hereto and made a part hereof, as such personal property is more particularly described in the attached Schedule 1. BUYER ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH PERSONAL PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING SUCH PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This Xxxx of Sale may be executed in two or to more counterparts, each of which shall be acquired by Lesseedeemed an original but all of which taken together shall constitute one and the same instrument. Dated this _____ day of __________, Lessee's financial status and Lessee's ability to pay and perform the obligations owed to Lessor2012.