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/she resides at _____________, that he/she is the ____________ of Wilmington Trust Company, the Owner 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 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/she resides at _____________; 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 ("DTC"), 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-__ Registered Initial Note Balance: $--------- No. A-__-1 Note Rate: Variable CUSIP NO. _________ GMACM Home Equity Loan Trust 2004-HE3, a statutory trust duly organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of __________________dollars ($_________), 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, 2004 (the "Indenture"), between the Issuer and Wells Fargo Bank, N.A., xx indenture trustee (the "Indenture Trustee"); provided, however, that unless an Early Amortization Event (as defined in the Indenture) shall have occurred and be continuing, it 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, provided further that, the entire unpaid principal amount of this Note shall be due and payable on the Payment Date occurring in October 2034, in each case, to the extent not previously paid on a prior Payment Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Indenture.
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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/she resides at _____________, that he/she is the ____________ of Wilmington Trust Company, the Owner 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 Acknowledgements STATE OF ) ) ss.: COUNTY OF ) On this ___ day of June, 2004, before me personally appeared __________, to me known2015, who being by me duly swornbefore me, did depose and say, that he/she resides at _____________; 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 ("DTC"), 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-__ Registered Initial Note Balance: $--------- No. A-__-1 Note Rate: Variable CUSIP NO. _________ GMACM Home Equity Loan Trust 2004-HE3, a statutory trust duly organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of __________________dollars ($_____________________________________, 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), payable and that by his/her/their signature(s) on each Payment Date in an amount equal the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above STATE OF ) ) COUNTY OF ) On _________ __, 2015, before me, _______________________________________________________, 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 pro rata portion allocable hereto (based 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 Initial Note Balance specified above and instrument the Initial Note Balance person(s), or the entity upon behalf of all Class A-which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above Pxxxxxx X. Xxxxxxx Dxxxxx X. Xxxxxxx STATE OF ) ) COUNTY OF ) On __________ Notes___, 2015, before me, ____________________________________________________________, personally appeared Pxxxxxx X. Xxxxxxx, 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 aggregate amountperson(s) acted, if any, payable from executed the Note Payment Account in respect instrument. Signature of principal of the Class A-Notary Public Place Notary Seal Above STATE OF ) ) COUNTY OF ) On __________ Notes ___, 2015, before me, ____________________________________________________________, personally appeared Dxxxxx X. Xxxxxxx, personally known to me (or proved to me on the "Notes"basis of satisfactory evidence) pursuant to Section 3.05 of be the indenture dated as of June 30, 2004 (person(s) whose name(s) is/are subscribed to the "Indenture"within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), between the Issuer and Wells Fargo Bank, N.A., xx indenture trustee (the "Indenture Trustee"); provided, however, that unless an Early Amortization Event (as defined in the Indentureby his/her/their signature(s) shall have occurred and be continuing, it 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 instrument the terms person(s), or the entity upon behalf of which the Indentureperson(s) acted, provided further that, executed the entire unpaid principal amount instrument. Signature of this Note shall be due and payable on the Payment Date occurring in October 2034, in each case, to the extent not previously paid on a prior Payment Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Indenture.Notary Public Place Notary Seal Above
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COUNTY OF. On this _____________________ day of Junebefore me, 2004the undersigned notary public in and for said state, before 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 is she/they executed the ____________ of Wilmington Trust Companysame in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the Owner Trusteeperson(s), one or the entity upon behalf of which the corporations described in and which person(s) acted, executed the above instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate . WITNESS my hand and official 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 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/she resides at Signature _____________; 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 (Seal) -------------------------------------------------------------------------------- STATE OF TERM NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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-__ Registered Initial Note Balance: $--------- No. A-__-1 Note Rate: Variable CUSIP NO. ____________ GMACM Home Equity Loan Trust 2004) ) 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" ----------- 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 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-HE3255747, 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 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 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 statutory trust duly organized and existing under the laws of the State of Delaware _____________________, (herein referred to as the "IssuerGUARANTOR"), for value receivedwhose address is _____________________________________________, hereby promises California ___________, whose facsimile number is _______________ and whose Social Security/Tax Identification Number is ___________, as a material inducement to pay to Cede & Co. or its registered assigns, the principal sum and in consideration of __________________dollars ($___________, a ___________________________, as Lessor ("LESSOR"), 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 entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the "NotesLEASE") pursuant to Section 3.05 of the indenture dated as of June 30____________, 2004 200_, with ________________________, a _________________________, as Lessee (the "IndentureLESSEE"), between concerning space commonly known as _________________, California, hereby unconditionally, irrevocably and jointly and severally guarantees and promises to, and for the Issuer benefit of Lessor, full and Wells Fargo Bankprompt 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, N.A.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, xx indenture trustee (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 "Indenture Trustee"); provided, however, that unless an Early Amortization Event 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 Indenture) shall have occurred value of assets owned or to be acquired by Lessee, Lessee's financial status and be continuing, it is expected that Lessee's ability to pay and perform 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, provided further that, the entire unpaid principal amount of this Note shall be due and payable on the Payment Date occurring in October 2034, in each case, obligations owed to the extent not previously paid on a prior Payment Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the IndentureLessor.
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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/she resides at _____________, that he/she is the ____________ of Wilmington Trust Company, the Owner 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 Acknowledgements STATE OF ) ) ss.: COUNTY OF ) On this ___ day of June, 2004, before me personally appeared __________, to me known2015, who being by me duly swornbefore me, did depose and say, that he/she resides at _____________; 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 ("DTC"), 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-__ Registered Initial Note Balance: $--------- No. A-__-1 Note Rate: Variable CUSIP NO. _________ GMACM Home Equity Loan Trust 2004-HE3, a statutory trust duly organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of __________________dollars ($_____________________________________, 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), payable and that by his/her/their signature(s) on each Payment Date in an amount equal the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above Sxxxx X. Xxxxx STATE OF ) ) COUNTY OF ) On __________ ___, 2015, before me, ____________________________________________________________, personally appeared Sxxxx X. Xxxxx, 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 pro rata portion allocable hereto (based 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 Initial Note Balance specified above and instrument the Initial Note Balance person(s), or the entity upon behalf of all Class A-which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above MXXXX NATIONAL INTERNATIONAL-FORT WORTH HOLDING, LLC, a Delaware limited liability company By: Bxxxx X. Xxxxx, President STATE OF ) ) COUNTY OF ) On __________ Notes___, 2015, before me, ____________________________________________________________, personally appeared Bxxxx X. Xxxxx, 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 aggregate amountperson(s) acted, if anyexecuted the instrument. Signature of Notary Public Place Notary Seal Above MXXXX NATIONAL REIT I, payable from the Note Payment Account in respect of principal of the Class A-INC., a Maryland corporation By: Bxxxx X. Xxxxx, Chief Executive Officer STATE OF ) ) COUNTY OF ) On __________ Notes ___, 2015, before me, ____________________________________________________________, personally appeared Bxxxx X. Xxxxx, personally known to me (or proved to me on the "Notes"basis of satisfactory evidence) pursuant to Section 3.05 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 indenture dated person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above TIC (BORROWERS) TIC (GUARANTORS) PRIOR ASSUMPTION AGREEMENTS TIC PRINCIPAL GUARANTIES PERCENTAGE INTERESTS TIC TPS Fort Worth 2, LLC Cxxxxxx X. Xxxx Lxxxxx Xxxxxx Wxxx Assumption Agreement by and among Citigroup Global Markets Realty Corp., Mxxxx National TPS Fort Worth S, LLC and TIC TPS Fort Worth 2, LLC, recorded on June 15, 2007 as Document No. 000209185 in the Official Records TIC Principal Guaranty executed as of June 307, 2004 2007, by Cxxxxxx X. Xxxx and Lxxxxx Xxxxxx Wxxx for the benefit of Citigroup Global Markets Realty Corp. 6.6812% TIC (the "Indenture"), between the Issuer and Wells Fargo Bank, N.A., xx indenture trustee BORROWERS) TIC (the "Indenture Trustee"); provided, however, that unless an Early Amortization Event GUARANTORS) PRIOR ASSUMPTION AGREEMENTS TIC PRINCIPAL GUARANTIES PERCENTAGE INTERESTS TIC (as defined in the IndentureBORROWERS) shall have occurred and be continuing, it 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, provided further that, the entire unpaid principal amount of this Note shall be due and payable on the Payment Date occurring in October 2034, in each case, to the extent not previously paid on a prior Payment Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Indenture.TIC (GUARANTORS) PRIOR ASSUMPTION AGREEMENTS TIC PRINCIPAL GUARANTIES PERCENTAGE INTERESTS
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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/she resides at _____________, that he/she is the ____________ of Wilmington Trust Company, the Owner 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 Acknowledgements STATE OF ) ) ss.: COUNTY OF ) On this ___ day of June, 2004, before me personally appeared __________, to me known2015, who being by me duly swornbefore me, did depose and say, that he/she resides at _____________; 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 ("DTC"), 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-__ Registered Initial Note Balance: $--------- No. A-__-1 Note Rate: Variable CUSIP NO. _________ GMACM Home Equity Loan Trust 2004-HE3, a statutory trust duly organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of __________________dollars ($_____________________________________, 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), payable and that by his/her/their signature(s) on each Payment Date in an amount equal the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above STATE OF ) ) COUNTY OF ) On _________ __, 2015, before me, _______________________________________________________, 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 pro rata portion allocable hereto (based 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 Initial Note Balance specified above and instrument the Initial Note Balance person(s), or the entity upon behalf of all Class A-which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above Mxxxxxx X. XxXxxxxx Dxxxxxx X. XxXxxxxx STATE OF ) ) COUNTY OF ) On __________ Notes___, 2015, before me, ____________________________________________________________, personally appeared Mxxxxxx X. XxXxxxxx, 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 aggregate amountperson(s) acted, if any, payable from executed the Note Payment Account in respect instrument. Signature of principal of the Class A-Notary Public Place Notary Seal Above STATE OF ) ) COUNTY OF ) On __________ Notes ___, 2015, before me, ____________________________________________________________, personally appeared Dxxxxxx X. XxXxxxxx, personally known to me (or proved to me on the "Notes"basis of satisfactory evidence) pursuant to Section 3.05 of be the indenture dated as of June 30, 2004 (person(s) whose name(s) is/are subscribed to the "Indenture"within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), between the Issuer and Wells Fargo Bank, N.A., xx indenture trustee (the "Indenture Trustee"); provided, however, that unless an Early Amortization Event (as defined in the Indentureby his/her/their signature(s) shall have occurred and be continuing, it 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 instrument the terms person(s), or the entity upon behalf of which the Indentureperson(s) acted, provided further that, executed the entire unpaid principal amount instrument. Signature of this Note shall be due and payable on the Payment Date occurring in October 2034, in each case, to the extent not previously paid on a prior Payment Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Indenture.Notary Public Place Notary Seal Above
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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/she resides at _____________, that he/she is the ____________ of Wilmington Trust Company, the Owner 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 Acknowledgements STATE OF ) ) ss.: COUNTY OF ) On this ___ day of June, 2004, before me personally appeared __________, to me known2015, who being by me duly swornbefore me, did depose and say, that he/she resides at _____________; 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 ("DTC"), 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-__ Registered Initial Note Balance: $--------- No. A-__-1 Note Rate: Variable CUSIP NO. _________ GMACM Home Equity Loan Trust 2004-HE3, a statutory trust duly organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of __________________dollars ($_____________________________________, 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), payable and that by his/her/their signature(s) on each Payment Date in an amount equal the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above STATE OF ) ) COUNTY OF ) On _________ __, 2015, before me, _______________________________________________________, 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 pro rata portion allocable hereto (based 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 Initial Note Balance specified above and instrument the Initial Note Balance person(s), or the entity upon behalf of all Class A-which the person(s) acted, executed the instrument. Signature of Notary Public Place Notary Seal Above Wxxxxxx X. Xxxxx Sxxxxx X. Xxxxx STATE OF ) ) COUNTY OF ) On __________ Notes___, 2015, before me, ____________________________________________________________, personally appeared Wxxxxxx X. Xxxxx, 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 aggregate amountperson(s) acted, if any, payable from executed the Note Payment Account in respect instrument. Signature of principal of the Class A-Notary Public Place Notary Seal Above STATE OF ) ) COUNTY OF ) On __________ Notes ___, 2015, before me, ____________________________________________________________, personally appeared Sxxxxx X. Xxxxx, personally known to me (or proved to me on the "Notes"basis of satisfactory evidence) pursuant to Section 3.05 of be the indenture dated as of June 30, 2004 (person(s) whose name(s) is/are subscribed to the "Indenture"within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), between the Issuer and Wells Fargo Bank, N.A., xx indenture trustee (the "Indenture Trustee"); provided, however, that unless an Early Amortization Event (as defined in the Indentureby his/her/their signature(s) shall have occurred and be continuing, it 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 instrument the terms person(s), or the entity upon behalf of which the Indentureperson(s) acted, provided further that, executed the entire unpaid principal amount instrument. Signature of this Note shall be due and payable on the Payment Date occurring in October 2034, in each case, to the extent not previously paid on a prior Payment Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Indenture.Notary Public Place Notary Seal Above
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