Common use of COUNTY OF Clause in Contracts

COUNTY OF. On _________________________ before me, (here insert name and title of the officer), personally appeared ______________________________, who 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. 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 TO DEED REAL PROPERTY DESCRIPTION Real property in the City of Milpitas, County of Santa Xxxxx, State of California, described as follows: PARCEL 3, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA XXXXX, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST 11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. APN: 000-00-000 ARB: 086-03-001-06-02 EXHIBIT B TO DEED PERMITTED EXCEPTIONS B–5 _______________, 2012 _______________ County Recorder ______________________________ _______________, 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, LLC, a Delaware limited liability company, as grantor and __________________________, a __________________________, as grantee. The property being transferred and described in the attached deed is located in the City of Milpitas, 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 __________________________, a __________________________ (collectively, “Buyer”), any and all personal property owned by Seller and located on and used in connection with the operation of 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 more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Dated this _____ day of __________, 2012.

COUNTY OF. On _________________________ before me, (here insert name the undersigned notary public in and title of the officer)for said state, personally appeared ______________________________, who personally known to me (or 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 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 REAL PROPERTY DESCRIPTION Real property in the City of MilpitasRECORDED IN BOOK 5920 PAGE 221, County of Santa XxxxxOF DEEDS; THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST 449.76 FEET TO THE NORTHERLY LINE OF VERNON AVENUE, State of California40.00 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, described as follows: PARCEL 3IN THE CITY OF VXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON THAT CERTAIN PER MAP ENTITLEDFILED IN BOOK 52, “PARCEL MAP, BEING ALL PAGE 21 OF PARCEL EMAPS, ETC”, WHICH MAP WAS FILED 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 SANTA XXXXXLOS ANGELES, STATE OF CALIFORNIA ON JANUARY 11CALIFORNIA, 1980 DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT LAND CONVEYED TO LOS ANGELES PACKING COMPANY BY DEED RECORDED IN BOOK 457 2445 PAGE 56, OF MAPSDEEDS; 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 PAGE(S) 18RIGHT ANGLES FROM THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PXXXX, LOS ANGELES AND AS CORRECTED SALT LAKE RAILWAY COMPANY BY THAT CERTIFICATE OF CORRECTION, DEED RECORDED AUGUST 11, 1980 IN BOOK F497 5920 PAGE 221, OF OFFICIAL RECORDSDEEDS; 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 35221, 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. APNPARCEL 4: 000-00-000 ARBAN 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: 086-03-001-06-02 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 B TO DEED PERMITTED EXCEPTIONS B–5 _______________, 2012 _______________ County Recorder "D" GUARANTY _________________________________________, a _______________________ ("Guarantor"), whose address is ___________________________________, ________, California ______, whose facsimile number is _________________ Re: Request That Statement and whose Social Security/Tax Identification Number is ___________, as a material inducement to and in consideration 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, LLC____________________, a Delaware limited liability company_____________________________, as grantor and Lessor ("Lessor"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the "Lease") dated as of ___________________, 200_, with ___________________________, a ____________________________, as grantee. The property being transferred and described in the attached deed is located in the City of MilpitasLessee ("Lessee"), County of Santa Xxxxx, State of California. The amount of Documentary Transfer Tax due on the attached deed is $concerning space commonly known as __________ 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 ____________________________, a __________________________ 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 (collectively, “Buyer”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 personal property information concerning the value of assets owned or to be acquired by Seller Lessee, Lessee's financial status and located on Lessee's ability to pay and used in connection with perform the operation of 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 more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Dated this _____ day of __________, 2012obligations owed to Lessor.

COUNTY OF. On _________________________ before me, (here insert name the undersigned notary public in and title of the officer)for said state, personally appeared ______________________________, who personally known to me (or 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 WITNESS my hand and official seal. Signature ________________________________ (Seal) EXHIBIT A TO DEED REAL PROPERTY DESCRIPTION Real property in the City of Milpitas, County of Santa Xxxxx, State of California, described as follows: PARCEL 3, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL -------------------------------------------------------------------------------- STATE OF PARCEL E, ETC”, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE _____________ ) ) SS. COUNTY OF SANTA XXXXX____________ On _____________________ before me, STATE OF CALIFORNIA ON JANUARY 11the undersigned notary public in and for said state, 1980 IN BOOK 457 OF MAPS, AT PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST 11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. APN: 000-00-000 ARB: 086-03-001-06-02 EXHIBIT B TO DEED PERMITTED EXCEPTIONS B–5 personally appeared ___________________________, 2012 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 _______________ County Recorder ______________________________ (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. 91-255747, 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 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 _____________________, ("GUARANTOR"), whose address is _____________________________________________, California ___________, whose facsimile number is _______________ Re: Request That Statement of Documentary Transfer and whose Social Security/Tax Not be Recorded Dear Sir or Madam: Request Identification Number 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, LLC, a Delaware limited liability company___________, as grantor a material inducement to and in consideration of _____________________________, a ___________________________, as grantee. The property being transferred and described in Lessor ("LESSOR"), entering into that certain Standard Industrial/Commercial Multi-Tenant Lease - Net (the attached deed is located in the City "LEASE") dated as of Milpitas, 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 ___, 200_, with ________________________, a __________________________ , as Lessee (collectively, “Buyer”"LESSEE"), any and all personal property owned by Seller and located on and used in connection with the operation of 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, concerning space commonly known 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 more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Dated this _____ day of _____________, 2012California, 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, _________________________ before me__, (here insert name and title of the officer)a Notary Public, personally appeared ______________________________________, who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness WITNESS my hand and official seal. Signature ___________________________ (Seal) EXHIBIT A TO DEED REAL PROPERTY DESCRIPTION Real property in the City of Milpitas, County of Santa Xxxxx, State of California, described as follows: PARCEL 3, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA XXXXX, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST 11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. APN: 000-00-000 ARB: 086-03-001-06-02 EXHIBIT B TO DEED PERMITTED EXCEPTIONS B–5 _______________, 2012 _______________ County Recorder ______________________________ _______________Signature of Notary Public EXHIBIT A THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN DIEGO, California _____ ReIN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Request That Statement of Documentary Transfer Tax Not be Recorded Dear Sir or MadamALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: 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 deedPARCEL A: APN 000-000-00-00 PARCEL 0 XX XXXXXX XXX XX. The attached deed names 00000 XX THE 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 SUCH MINERALS, MINERAL RIGHTS AND RELATED RIGHTS AS RESERVED AND DESCRIBED IN DEED RECORDED JUNE 10, 1914 IN BOOK 650, PAGE 197 OF DEEDS AND JULY 10, 1973 AS FILE NO. 1973-190126 OF 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 XXXX INVESTORSXXX XX. 00000 XX THE CITY OF SAN DIEGO, LLCCOUNTY OF SAN DIEGO, a Delaware limited liability companySTATE OF CALIFORNIA, as grantor and __________________________ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO NOVEMBER 16, a __________________________2000 AS FILE NO. 2000-0624882 OF OFFICIAL RECORDS. EXCEPTING THEREFROM SAID LAND SUCH MINERALS, as granteeMINERAL RIGHTS AND RELATED RIGHTS AS RESERVED AND DESCRIBED IN DEED RECORDED JUNE 10, 1914 IN BOOK 650, PAGE 197 OF DEEDS AND JULY 10, 1973 AS FILE NO. The property being transferred and described in the attached deed is located in the City of Milpitas1973-190126 OF OFFICIAL RECORDS. PARCEL B1: AN ACCESS EASEMENT OVER ALL THAT PORTION OF PARCELS 1 AND 2 OF PARCEL MAP NO. 18581, County of Santa XxxxxIN THE CITY OF SAN DIEGO, State of CaliforniaCOUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARCEL MAP FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF 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 SAID 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 01 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 WESTERLY LINE OF SAID PARCEL 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 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. The amount of Documentary Transfer Tax due on the attached deed is $__________ computed on full value of the property conveyedEXCEPTING THEREFROM THAT PORTION LYING WITHIN PARCEL A HEREINABOVE DESCRIBED. SELLERPARCEL B2: XXXXXX XXXX INVESTORSTHOSE CERTAIN EASEMENTS AS GRANTED IN A DOCUMENT ENTITLED “DECLARATION OF EASEMENTS AND DECLARATION OF COVENANTS, LLCCONDITIONS AND RESTRICTIONS RECORDED SEPTEMBER 10, a Delaware limited liability company By XX Xxxxxx Lane, LLC, a California limited liability company, its administrative member By: Name: Title: EXHIBIT C XXXX 2001 AS FILE NO. 2001-0648099 OF SALE For good and valuable consideration, the receipt of which is hereby acknowledged, XXXXXX XXXX INVESTORS, LLC, a Delaware limited liability company (OFFICIAL RECORDS. EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN PARCEL “Seller”), does hereby sell, transfer, and convey to __________________________, a __________________________ (collectively, “Buyer”), any and all personal property owned by Seller and located on and used in connection with the operation of 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 1A” HERE AND ABOVE DESCRIBED. 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 more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Dated this _____ day of __________, 2012.RIDER

COUNTY OF. On ____________________ before me, _________________________ before me, (here insert name and title of the officer)_______, personally appeared _____________________________________________________, who personally known to me (or 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 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 WITNESS my hand and official seal. Signature ___________________________ (Seal) EXHIBIT A TO DEED REAL PROPERTY DESCRIPTION Real property in the City of Milpitas, County of Santa Xxxxx, State of California, described as follows: PARCEL 3, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA XXXXX, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST 11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. APN: 000-00-000 ARB: 086-03-001-06-02 EXHIBIT B TO DEED PERMITTED EXCEPTIONS B–5 _______________, 2012 _______________ County Recorder ______________________________ _______________, NOTARY PUBLIC State of California _____ Re: Request That Statement 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 Documentary Transfer Tax Not be Recorded Dear Sir or Madam: Request is hereby made in accordance with Section 11932 Toy Lane (State Road 1123) which was abandoned by Resolution No. 000-00-00 of the Revenue 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 Taxation Code that this statement extends approximately .19 mile to the boundary line of tax due not 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 with the attached deed but be affixed to the deed after recordation 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 before return entered into as directed on the deed. The attached deed names XXXXXX XXXX INVESTORS, LLC, a Delaware limited liability company, as grantor and __________________________, a __________________________, as grantee. The property being transferred and described in the attached deed is located in the City of Milpitas, 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 INVESTORS26th day of September, LLC2000, a Delaware limited liability company By XX Xxxxxx Laneby, between and among NG LAND LLC, a California limited liability companycompany ("Lessor"), its administrative member By: Name: Title: EXHIBIT C XXXX OF SALE For good and valuable considerationwhose address is 000 Xxxxxxxxx Xxxxxx, the receipt of which is hereby acknowledgedXxxxxxxxx, XXXXXX XXXX INVESTORSXxxxxxxxxx 00000, LLCeTOYS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Seller”"Lessee"), does hereby sellwhose address is 0000 Xxxxx Xxxx Xxxxxxxxx, transferXxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 and convey to __________________________RE XXXX.XXXX LLC, a __________________________ California limited liability company (collectively, “Buyer”"Lender"), any and all personal property owned by Seller and located on and used in connection with whose address for the operation purposes of that certain real property located in the City of Milpitasthis Agreement is 000 Xxxxxxxxx Xxxxxx, County of Santa XxxxxXxxxxxxxx, State of CaliforniaXxxxxxxxxx 00000, 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 more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Dated this _____ day of __________, 2012Attention: Xxxxxx Xx.

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 _________________________ before me, dollars (here insert name and title of the officer), personally appeared ______________________________, who 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. 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 TO DEED REAL PROPERTY DESCRIPTION Real property in the City of Milpitas, County of Santa Xxxxx, State of California, described as follows: PARCEL 3, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA XXXXX, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST 11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. APN: 000-00-000 ARB: 086-03-001-06-02 EXHIBIT B TO DEED PERMITTED EXCEPTIONS B–5 _______________, 2012 _______________ County Recorder ______________________________ _______________, 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, LLC, a Delaware limited liability company, as grantor and __________________________, a __________________________, as grantee. The property being transferred and described in the attached deed is located in the City of Milpitas, County of Santa Xxxxx, State of California. The amount of Documentary Transfer Tax due on the attached deed is $_________), 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-__ computed on full value Notes) of the property conveyed. SELLER: XXXXXX XXXX INVESTORSaggregate amount, LLCif any, a Delaware limited liability company By XX Xxxxxx Lanepayable 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, LLC2004 (the "Indenture"), a California limited liability companybetween the Issuer and Wells Fargo Bank, its administrative member By: Name: Title: EXHIBIT C XXXX OF SALE For good 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 valuable considerationbe 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 receipt entire unpaid principal amount of which is hereby acknowledged, XXXXXX XXXX INVESTORS, LLC, a Delaware limited liability company (“Seller”), does hereby sell, transfer, and convey to __________________________, a __________________________ (collectively, “Buyer”), any and all personal property owned by Seller and located on and used in connection with the operation of 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 more counterparts, each of which this Note shall be deemed an original but all of which taken together 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 constitute one and have the same instrument. Dated this _____ day of __________, 2012meanings ascribed thereto in Appendix A to the Indenture.