Common use of Grantor Clause in Contracts

Grantor. GRANTOR: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.

Grantor. GRANTORKBSIII ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, LLC, a Delaware limited liability company By: GRANTORKBSIII REIT ACQUISITION IV, LLC, a Delaware limited liability company, its sole member By: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF KBS REIT PROPERTIES III, LLC, a Delaware limited liability company, its sole member By: KBS LIMITED PARTNERSHIP III, a Delaware limited partnership, its sole member By: KBS REAL ESTATE INVESTMENT TRUST III, INC., a Maryland corporation, its general partner By: __________________________ ) Personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., Chief Executive Officer State of ____________ § § County of ____________ § The foregoing was acknowledged before me, me on the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________2012, within my jurisdictionby ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, the within named ▇▇., as Chief Executive Officer of KBS REAL ESTATE INVESTMENT TRUST III, INC., a Maryland corporation, as general partner of KBS LIMITED PARTNERSHIP III, a Delaware limited partnership, as sole member of KBS REIT PROPERTIES III, LLC, a Delaware limited liability company, as sole member of KBSIII REIT ACQUISITIO"t'-J IV, LLC, a Delaware limited liability company, as sole member of KBSIII ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, LLC, a Delaware limited liability company, on behalf of said limited liability company. __________________________________ NOTARY PUBLIC, STATE OF ___________ __________________________________ PRINTED NAME OF NOTARY MY COMMISSION EXPIRES: _____________________ GRANTEE: AGL/SLC ▇▇▇▇▇▇ No.4, LLC, a Delaware limited liability company By: ____________________________ Name: ____________________________ Its: Manager State of ____________ § § County of ____________ § The foregoing was acknowledged before me on the _______ day of ________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument2012, by _______________, as Manager of AGL/SLC ▇▇▇▇▇▇ No. 4, LLC, a Delaware limited liability company, on behalf of said limited liability company. ____________________________________ Notary Public My Commission Expires:___________________ NOTARY PUBLIC, STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. _COLORADO ___________________________________ Notary Public My Commission Expires:___________________ STATE PRINTED NAME OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located Parcel 1: Land in the County of ▇▇▇▇▇▇▇▇▇▇ County, state Tennessee, being ▇▇▇ ▇▇. ▇▇▇ on the plan of Mississippi"▇▇▇▇▇▇ Place PUD Subdivision, Revision 2, Resubdivision of ▇▇▇ ▇▇▇," recorded in Plat Book 53, Page 148, in the Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee, to which plan reference is hereby made for a more complete description thereof. Being part of the same property conveyed to AGL/SLC ▇▇▇▇▇▇ No.2, LLC, a Delaware limited liability company by special warranty deed from SLC ▇▇▇▇▇▇ Land Holdings, LLC, a Delaware limited liability company (formerly a Tennessee limited liability company, converted pursuant to a Certificate of Conversion filed in Delaware on January 8, 2008, and filed in Tennessee on January 11, 2008), of record in Book 4631, Page 955, and quitclaim deed from SLC ▇▇▇▇▇▇ Land Holdings, LLC, a Delaware limited liability company (formerly a Tennessee limited liability company, converted pursuant to a Certificate of Conversion filed in Delaware on January 8, 2008, and filed in Tennessee on January 11, 2008), of record in Book 5330, Page 34, all in the Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee. Parcel 2: Land in ▇▇▇▇▇▇▇▇▇▇ County, Tennessee, being ▇▇▇ ▇▇. ▇▇▇ on the plan of "▇▇▇▇▇▇ Place PUD Subdivision, Revision 1, Subdivision of ▇▇▇ ▇▇▇," recorded in Plat Book P-50, Page 110 (A-D), in the Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee, to vvhich plan reference is hereby made for a more complete description thereof. Being part of the same property conveyed to AGL/SLC ▇▇▇▇▇▇ No.2, LLC, a Delaware limited liability company by quitclaim deed from SLC ▇▇▇▇▇▇ Land Holdings, LLC, a Delaware limited liability company (formerly a Tennessee limited liability company, converted pursuant to a Certificate of Conversion filed in Delaware on January 8, 2008, and filed in Tennessee on January 11, 2008), of record in Book 5308, Page 405, in the Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee. Land in ▇▇▇▇▇▇▇▇▇▇ County, Tennessee, being Lot Nos. 149 and 157 on the plan of "▇▇▇▇▇▇ Place PUD Subdivision, Revision 2, Resubdivision of ▇▇▇ ▇▇▇," recorded in Plat Book 53, Page 148, in the Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee, to which plan reference is hereby made for a more complete description thereof. Being the same property conveyed to AGL/SLC ▇▇▇▇▇▇ No.4, LLC, a Delaware limited liability company, by quitclaim deed from SLC ▇▇▇▇▇▇ Land Holdings, LLC, a Delaware limited liability company (formerly a Tennessee limited liability company, converted pursuant to a Certificate of Conversion filed in Delaware on January 8, 2008, and filed in Tennessee on January 11, 2008), of record in Book 5330, Page 296, in the Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee. Exhibit C The undersigned, PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Holder"), hereby declares that it is the true and lawful holder and owner of the entire indebtedness fully described as: SEE ATTACHED EXHIBIT in and secured by (a) that certain Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement from AGL/SLC ▇▇▇▇▇▇ No.4, LLC, a Delaware limited liability company ("ABorrower"), and others to ▇▇▇▇▇ ▇. SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK▇▇▇▇▇▇, Trustee, of record in Book__, Page _, Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee, (b) that certain Assignment of Leases and Rents by Borrower and others in favor of Holder of record in Book__, Page _, and (c) that certain financing statement naming Borrower and others, as debtors, and Holder, as secured party, of record in Book__, Page __, said Register's Office (collectively, the "Security Documents"), each as may be affected by amendments, consents, subordination agreements and partial releases executed by Holder from time to time; and for a valuable consideration in hand paid does hereby consent to the recording of and subordinates said liens to the foregoing Temporary Easement Agreement (the "Easement"). By subordinating its liens to the Easement, Holder does not consent to any other matters, and any amendment or supplement to the Easement shall require Holder's written consent, it being the intent of the Holder that any documents other than the Easement which are recorded after the Security Documents remain junior and subordinate to the liens of the Security Documents.

Grantor. GRANTORa ___________________ By: GRANTOR--------------------------------- Name: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS --------------------------------- Title: --------------------------------- THE STATE OF MISSISSIPPI ) ______________ ss. ss. COUNTY OF _________________ ) Personally appeared ss. This instrument was acknowledged before meme on ____________, the undersigned authority in and for the said county and state199_, by _________________________, of _____________, a _________, on this behalf of such ___________. ----------------------------------- Notary Public, State of ___________ day EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items of personal property, _________both tangible and intangible (excluding cash), within my jurisdictionowned by Assignor, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporationif any, and that for affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and on behalf comfortable use, enjoyment, occupancy or operation of the said corporationProperty, and as its act and deed (he)(she)(they) executed the above and foregoing instrumentexcluding, after first having been duly authorized however, any personal property owned or leased by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf Tenants of the said corporation, Property (all of such properties and assets being hereinafter collectively referred to as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "AAssigned Properties". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK).

Grantor. GRANTOR▇▇▇▇▇-Middlefield Business Park, a California limited partnership By: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of _______________________________________ Name: _________________________________ Title: ________________________________ STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) On ___________, before me, ______________, within my jurisdiction, the within named personally CAPACITY CLAIMED BY SIGNER -------------------------- appeared ________________________________________________, who Though statute does not require [_] personally known to me -OR- [_] proved to me on the the Notary to fill in the data basis of satisfactory below, doing so may prove evidence to be the person(s) invaluable to persons relying whose name(s) is/are on the document. subscribed to the within instrument and acknowledged to me that (he)(she)(they) he/she/they [_] INDIVIDUAL executed the above same in [_] CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), and foregoing that by _____________________________ his/her/their signature(s) Title(s) on the instrument the [_] PARTNER(S) [_] LIMITED person(s), or the entity [_] GENERAL upon behalf of which the person(s) acted, executed [_] ATTORNEY-IN-FACT the instrument. [_] TRUSTEE(S) [_] GUARDIAN/CONSERVATOR WITNESS my hand and official seal. [_] OTHER: ______________________ ______________________ SIGNER IS REPRESENTING: ---------------------- Name of Person(s) or Entity(ies) __________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of _________________________________ SIGNATURE OF NOTARY _________________________________ STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) On ___________, before me, ______________, within my jurisdiction, the within named personally CAPACITY CLAIMED BY SIGNER -------------------------- appeared ________________________________________________, who Though statute does not require [_] personally known to me -OR- [_] proved to me on the the Notary to fill in the data basis of satisfactory below, doing so may prove evidence to be the person(s) invaluable to persons relying whose name(s) is/are on the document. subscribed to the within instrument and acknowledged to me that (he)(she)(they) he/she/they [_] INDIVIDUAL executed the above same in [_] CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), and foregoing that by _____________________________ his/her/their signature(s) Title(s) on the instrument the [_] PARTNER(S) [_] LIMITED person(s), or the entity [_] GENERAL upon behalf of which the person(s) acted, executed [_] ATTORNEY-IN-FACT the instrument. [_] TRUSTEE(S) [_] GUARDIAN/CONSERVATOR WITNESS my hand and official seal. [_] OTHER: ______________________ ______________________ SIGNER IS REPRESENTING: ---------------------- Name of Person(s) or Entity(ies) __________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:SIGNATURE OF NOTARY _________________________________ SCHEDULE EXHIBIT A The TO DEED ----------------- LEGAL DESCRIPTION OF PROPERTY All that certain real estate located property in the City of Mountain View, County of ▇▇▇Santa ▇▇▇▇▇, state State of MississippiCalifornia, described asas follows: SEE ATTACHED [Legal Description to be Inserted] EXHIBIT "A". SCHEDULE B 1ST AND 2ND TO DEED ----------------- [EPA Order to be attached] EXHIBIT C TO DEED ----------------- [List of Portion of MEW Site that are on NPL to be attached, if any] EXHIBIT I-1 ----------- DO NOT RECORD FILOR REQUESTS DO NOT RECORD STAMP VALUE DECLARATION OF TRUST IN FAVOR OF SOUTHTRUST BANK.TAX DUE: SEPARATE PAPER: (Revenue and Taxation Code 11932-11933) NOTE: This Declaration is not a public record Document #__________________________ Property located in: ( ) Unincorporated

Grantor. GRANTORSIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before mePARTNERSHIP, the undersigned authority in and for the said county and state, on this _______ day of a Connecticut limited Partnership _______________________________ Name: _________________________ By: Prefco V Holdings LLC, a Connecticut (Type or Print) limited liability company, its general partner Name: _________________________ By: Harlow Aircraft Inc., sole member (Type or Print) By: _______________________________ Name: _________________________ Title: ________________________ [Affix Corporate seal] STATE OF CONNECTICUT ) : SS.: COUNTY OF HARTFORD ) On the ___ day of ________________, within my jurisdiction2003 before me, the undersigned, a Notary Public in and for said State, personally appeared _______________, known to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within named instrument and acknowledged that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. __ Notary Public EXHIBIT A TO EXHIBIT E-2 [legal descriptions to be attached at Closing] EXHIBIT B TO EXHIBIT E-2 [to be added at Closing as set forth in Title Policy] [GEORGIA - LAND ESTATE AND IMPROVEMENTS] Property Number: _________ Street Address: _________________________ _________________________ _________________________ Prepared by and after recording Return to: ___________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________________ SCHEDULE A The real estate located STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the County ___ day of ________________ , 2003 between PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership, successor in interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership ("Grantor"), the address of which is c/o Pitney ▇▇▇▇▇ Credit Corporation, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, state ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of Mississippibusiness at_________________. WITNESSETH that: Grantor, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) in hand paid at and before the sealing and delivery of these presents, the receipt and adequacy of which are hereby acknowledged, has granted, bargained, sold, aliened, conveyed, and confirmed, and by these presents does grant, bargain, sell, alien, convey, and confirm unto Grantee an estate for years (the "Land Estate") in that parcel or parcels of land in __________________ County, Georgia, more particularly described asin Exhibit A attached hereto and incorporated herein by reference and in Grantor's right, title, and interest, if any, in and to all streets and roads abutting the said parcel or parcels and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto said parcel or parcels or in anywise appertaining thereto (the "Premises"), said Land Estate to expire on August 31, 2010. TOGETHER WITH all right, title, and interest of Grantor as the fee simple owner of, in, and to all buildings and improvements now located on the Premises and hereafter located or erected on the Premises in replacement of existing buildings and improvements, whether below or above grade level, and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto said buildings and improvements or in anywise appertaining thereto (all such buildings and improvements being collectively referred to as the "Improvements"), which are intended to be and remain real property and to become and remain the sole and exclusive property of Grantee and its successors and assigns. SUBJECT TO only those matters affecting title to the Land Estate and the Improvements that are set forth on Exhibit B attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the Land Estate, with all and singular the rights, members, privileges, and appurtenances thereof, to the same being, belonging, or in anywise appertaining, to the only proper use, benefit, and behoof of Grantee through and including August 31, 2010; and to have and to hold the Improvements, with all and singular the rights, members, and appurtenances thereof, to the same being, belonging, or in anyway appertaining, to the only proper use, benefit, and behoof of Grantee forever in FEE SIMPLE. And Grantor covenants with Grantee that Grantor is seized of the Land Estate and the Improvements, has the right to convey the same, title thereto is marketable, Grantor has done nothing to impair such title as Grantor received, and Grantor, except as herein stated, will warrant and forever defend the right and title to the Land Estate and the Improvements unto Grantee against the claims of all persons owning, holding, or claiming by, through, or under Grantor. IT BEING THE INTENT of Grantor and Grantee to convey to Grantee the Land Estate and the fee simple title in the Improvements [NOTE: SEE ATTACHED EXHIBIT "A"ADDITIONAL LANGUAGE TO BE INCLUDED IN THE EVENT CAROLINA - RELCO SELLS ITS REMAINDER INTEREST TO GRANTEE PURSUANT TO SEPARATE AGREEMENT]. SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANKThe designations Grantor and Grantee as used herein shall include said parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.

Grantor. GRANTORBy: GRANTORKBS Legacy Partners Properties LLC, a Delaware limited liability company, its sole member By: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF KBS Legacy Partners Limited Partnership, a Delaware limited partnership, its sole member By: KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation, its sole general partner By: ___________________________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this Name: _____________________ day Title: ______________________ ELITE STREET CAPITAL LOFTS DE, LP, a Delaware limited liability company By: __________________________ Name: __________________________ Title: ___________________________ A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On _______________________ before me, __________________________, _________a notary public, within my jurisdiction, the within named ___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) he/she/they executed the above 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 instrumentparagraph is true and correct. WITNESS my hand and official seal. ____________________________________ (Seal) Signature of Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me[INSERT NOTARY FOR GRANTEE] The land referred to herein is situated in the City of St. Louis, the undersigned authority in State of Missouri, and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇is described as follows: TRACT 1: ▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇ ▇▇▇▇▇▇ ▇▇▇▇, a subdivision in the City of St. Louis, Missouri, and being in City Block 4002, according to the plat thereof recorded in Plat Book 74 page 15 of the St. Louis City Records. TRACT 2: Lot 5A of the Resubdivision of ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, state according to the plat recorded in Plat Book 74 page 15 and being part of MississippiCity Block 4002 of the City of St. Louis, described asaccording to plat recorded in Plat Book 82 page 22 of the St. Louis City Records. TRACT 3: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANKRights and easements appurtenant to Tracts 1 & 2 pursuant to that certain Declaration of Covenants and Restrictions of The Highlands at Forest Park, recorded in Book 1624M page 1970 and amended by instrument recorded in Book 1671M page 4535, Book 10062004 page 0231, Book 10062004 page 0232 and Book 08292007 page 0206 of the St. Louis City Records.

Grantor. GRANTORLEX-GEN WOODLANDS, L.P., a Delaware limited partnership By: GRANTORLex-Gen Woodlands GP, LLC, a Delaware limited liability company, its sole general partner By: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS Name: Title: STATE OF MISSISSIPPI ) TEXAS § § COUNTY OF ▇▇▇▇▇▇▇▇▇▇ § This instrument was acknowledged before me on ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 20_______ day of ______, by _____________________, __________________________ of Lex-Gen Woodlands GP, within my jurisdictionLLC, a Delaware limited liability company, sole general partner of Lex-Gen Woodlands, L.P., a Delaware limited partnership, on behalf of said limited partnership. Notary Public in and for the within named State of _____________________ MAILING ADDRESS OF BENEFICIARY: Attn: AFTER RECORDING RETURN TO: Attn: KNOW ALL PEOPLE BY THESE PRESENTS, that LEX-GEN WOODLANDS, L.P., with an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (“Seller”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) lawful money of the United States, and other good and valuable consideration to Seller in hand paid, at or before the delivery of these presents, by [[ _____________ _______________]] whose post office address is [[______________________________________, who acknowledged that ]] (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me“Purchaser”), the undersigned authority receipt and sufficiency of which is hereby acknowledged, in connection with the sale of the parcel of land described in Exhibit A attached hereto (the “Land”) and for the said county buildings and state, on this _______ day of ___________________________, _________, within my jurisdictionimprovements erected thereon (collectively, the within named ______________________________________“Premises”), who acknowledged that (he)(she)(they) executed has bargained and sold, and by these presents does grant, bargain, sell, convey, set over, transfer, assign and deliver unto the above Purchaser, its successors and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before meassigns, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expiresfollowing:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.

Grantor. GRANTORSigned, sealed and delivered ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in the presence of: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE AS EXECUTOR OF MISSISSIPPI ) COUNTY THE LAST WILL AND TESTAMENT OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ /S/_______________________________________ Witness By: /S/________________________(SEAL) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ___Executor for ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Estate /S/_________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI (NOTARY SEAL) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇RE ▇▇▇▇▇▇▇ ) Personally appeared before mePERPETUAL RIGHT OF WAY & EASEMENT AGREEMENT EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY ALL THAT TRACT OR PARCEL OF LAND SITUATE, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named LYING AND BEING IN LAND ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇ ▇▇▇▇▇▇ GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: That tract of land containing 170 acres, more or less, in the Third Land District of originally Coweta, now Heard County, Georgia and being 100 acres, more or less, of Land Lot 235; 50 acres, more or less, of Land Lot 236 and 20 acres, more or less, of Land Lot 234; and being bounded now or formerly on the North by ▇.▇. ▇▇▇▇▇▇▇▇; on the East by Powers lands; on the South by ▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31lands; on the West by Ashley, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi▇▇▇ and ▇▇▇▇▇▇▇▇ lands. Said Tract known as the Watt ▇▇▇ place, described asin deed from ▇▇▇. ▇▇▇▇▇ ▇. Orr, et. al. to ▇▇▇▇▇▇▇ Bros., recorded in Deed Book 34, Page 483, Heard County records. RE ▇▇▇▇▇▇▇ PERPETUAL RIGHT OF WAY & EASEMENT AGREEMENT EXHA EXHIBIT B LEGAL DESCRIPTION EASEMENT AREA 2 - PERMANENT GAS PIPELINE EASEMENT ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN LAND ▇▇▇ ▇▇▇ & ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: SEE ATTACHED EXHIBIT "A"COMMENCING AT A ONE INCH PIPE MARKING THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ BEING THE POINT OF REFERENCE; THENCE South 00 degrees 43 minutes 57 seconds West for a distance of 291.17 feet to an POINT IN THE CENTERLINE OF HILLY MILL CREEK; THENCE South 01 degrees 18 minutes 40 seconds West for a distance of 32.38 feet to a point; THENCE South 02 degrees 18 minutes 34 seconds West for a distance of 978.06 feet to a point on the Southerly limits of the wetlands of Hilly Mill Creek; THENCE South 02 degrees 18 minutes 34 seconds West for a distance of 84.64 feet to a : inch pipe; THENCE South 01 degrees 21 minutes 15 seconds West for a distance of 12.03 feet to a point; THENCE South 01 degrees 21 minutes 15 seconds West for a distance of 140.19 feet to a Painted Rock; THENCE North 88 degrees 57 minutes 38 seconds West for a distance of 1520.84 feet to a point; THENCE North 88 degrees 57 minutes 38 seconds West for a distance of 102.52 feet to a point, said point being the POINT OF BEGINNING for the herein described parcel of land. SCHEDULE B 1ST THENCE South 03 degrees 30 minutes 04 seconds East for a distance of 259.73 feet to a point; THENCE South 02 degrees 23 minutes 46 seconds East for a distance of 460.14 feet to a point; THENCE South 12 degrees 00 minutes 21 seconds East for a distance of 166.15 feet to a point; THENCE South 43 degrees 38 minutes 25 seconds West for a distance of 309.02 feet to a point; THENCE South 30 degrees 02 minutes 25 seconds West for a distance of 413.84 feet to a point; THENCE South 13 degrees 19 minutes 59 seconds East for a distance of 1031.86 feet to a point; THENCE South 01 degrees 08 minutes 53 seconds East for a distance of 266.31 feet to a point; THENCE South 48 degrees 28 minutes 27 seconds West for a distance of 389.03 feet to a point; THENCE South 13 degrees 57 minutes 28 seconds West for a distance of 235.43 feet to a point; THENCE South 01 degrees 34 minutes 09 seconds East for a distance of 636.83 feet to a point; THENCE South 20 degrees 37 minutes 20 seconds East for a distance of 13.96 feet to a point; THENCE South 75 degrees 41 minutes 17 seconds West for a distance of 50.30 feet to a point; THENCE North 20 degrees 37 minutes 20 seconds West for a distance of 16.82 feet to a point; THENCE North 01 degrees 34 minutes 09 seconds West for a distance of 652.03 feet to a point; THENCE North 13 degrees 57 minutes 28 seconds East for a distance of 257.78 feet to a point; THENCE North 48 degrees 28 minutes 27 seconds East for a distance of 381.45 feet to a point; THENCE North 01 degrees 08 minutes 53 seconds West for a distance of 237.86 feet to a point; THENCE North 13 degrees 19 minutes 59 seconds West for a distance of 1046.41 feet to a point; THENCE North 30 degrees 02 minutes 25 seconds East for a distance of 439.69 feet to a point; THENCE North 43 degrees 38 minutes 25 seconds East for a distance of 288.60 feet to a point; THENCE North 12 degrees 00 minutes 21 seconds West for a distance of 143.97 feet to a point; THENCE North 02 degrees 23 minutes 46 seconds West for a distance of 463.86 feet to a point; THENCE North 03 degrees 30 minutes 04 seconds West for a distance of 263.22 feet to a point; THENCE South 88 degrees 57 minutes 38 seconds East for a distance of 50.16 feet to the POINT OF BEGINNING. Said property contains 4.81 acres more or less. LEGAL DESCRIPTION EASEMENT AREA 11 -- PERMANENT ACCESS ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND 2ND DEED BEING IN LAND LOT 236 OF TRUST THE THIRD LAND DISTRICT OF HEARD COUNTY GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A ONE INCH PIPE MARKING THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ BEING THE POINT OF REFERENCE; THENCE South 00 degrees 43 minutes 57 seconds West for a distance of 291.17 feet to a POINT IN FAVOR THE CENTERLINE OF SOUTHTRUST BANK.HILLY MILL CREEK; THENCE South 01 degrees 18 minutes 40 seconds West for a distance of 32.38 feet to a point; THENCE South 02 degrees 18 minutes 34 seconds West for a distance of 978.06 feet to a point on the Southerly limits of the Wetlands of Hilly Mill Creek; THENCE South 02 degrees 18 minutes 34 seconds West for a distance of 84.64 feet to a : inch pipe; THENCE South 01 degrees 21 minutes 15 seconds West for a distance of 12.03 feet; THENCE South 01 degrees 21 minutes 15 seconds West for a distance of 140.19 feet to a Painted Rock; THENCE North 88 degrees 57 minutes 38 Seconds West for a distance of 1502.56 feet to a point; THENCE South 03 degrees 25 minutes 19 seconds West for a distance of 556.81 feet to a : inch pipe; THENCE South 00 degrees 55 minutes 19 seconds West for a distance of 434.31 feet to a : inch pipe, said point being the POINT OF BEGINNING for the herein described parcel of land. THENCE South 00 degrees 29 minutes 20 seconds East for a distance of 30.01 feet to a point; THENCE North 89 degrees 13 minutes 51 seconds West for a distance of 16.78 feet to a point; THENCE North 32 degrees 43 minutes 50 seconds West for a distance of 70.24 feet to a point; THENCE North 08 degrees 02 minutes 18 seconds West for a distance of 31.43 feet to a point;

Grantor. GRANTORSIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before mePARTNERSHIP, the undersigned authority in and for the said county and state, on this _______ day of a Connecticut limited Partnership ____________________________ Name:_______________________ By: Prefco V Holdings LLC, a Connecticut (Type or Print) limited liability company, its general partner Name:_______________________ By: Harlow Aircraft Inc., sole member (Type or Print) By: ____________________________ Name:_______________________ Title:______________________ [Affix Corporate seal] STATE OF CONNECTICUT ) : SS.: COUNTY OF HARTFORD ) On the ___ day of ___________, within my jurisdiction2002 before me, the undersigned, a Notary Public in and for said State, personally appeared _______________, known to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within named instrument and acknowledged that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. _ Notary Public EXHIBIT A TO EXHIBIT E-2 [legal descriptions to be attached at Closing] EXHIBIT B TO EXHIBIT E-2 [to be added at Closing as set forth in Title Policy] EXHIBIT E-3 [GEORGIA - LAND ESTATE AND IMPROVEMENTS] Property Number:_______ Street Address: __________________ __________________ __________________ Prepared by and after recording Return to: ___________________ Notary Public My Commission Expires:___________________ ___________________ ___________________ STATE OF MISSISSIPPI ) GEORGIA COUNTY OF ____________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) Personally appeared before me, THIS INDENTURE is made the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________2002 between PREFCO FIVE LIMITED PARTNERSHIP, within my jurisdictiona Connecticut limited partnership, successor in interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership ("Grantor"), the within named address of which is c/o Pitney Bowes Credit Corporation, 27 Waterview Drive, Shelton, Connecticut 0▇▇▇▇, to AMERICAN FINANCIA▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ility company ("Grantee"), having its principal place of business at______________________________________. WITNESSETH that: Grantor, who acknowledged for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) in hand paid at and before the sealing and delivery of these presents, the receipt and adequacy of which are hereby acknowledged, has granted, bargained, sold, aliened, conveyed, and confirmed, and by these presents does grant, bargain, sell, alien, convey, and confirm unto Grantee an estate for years (the "Land Estate") in that (he)(she)(they) executed the above and foregoing instrument. ______________________________parcel or parcels of land in ______ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before meCounty, the undersigned authority Georgia, more particularly described in Exhibit A attached hereto and incorporated herein by reference and in Grantor's right, title, and interest, if any, in and for to all streets and roads abutting the said county parcel or parcels and stateall easements, on this 13TH day of Septemberprivileges, 2001tenements, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporationhereditaments, and appurtenances belonging unto said parcel or parcels or in anywise appertaining thereto (the "Premises"), said Land Estate to expire on August 31, 2010. TOGETHER WITH all right, title, and interest of Grantor as the fee simple owner of, in, and to all buildings and improvements now located on the Premises and hereafter located or erected on the Premises in replacement of existing buildings and improvements, whether below or above grade level, and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto said buildings and improvements or in anywise appertaining thereto (all such buildings and improvements being collectively referred to as the "Improvements"), which are intended to be and remain real property and to become and remain the sole and exclusive property of Grantee and its successors and assigns. SUBJECT TO only those matters affecting title to the Land Estate and the Improvements that for are set forth on Exhibit B attached hereto and on behalf incorporated herein by reference. TO HAVE AND TO HOLD the Land Estate, with all and singular the rights, members, privileges, and appurtenances thereof, to the same being, belonging, or in anywise appertaining, to the only proper use, benefit, and behoof of Grantee through and including August 31, 2010; and to have and to hold the Improvements, with all and singular the rights, members, and appurtenances thereof, to the same being, belonging, or in anyway appertaining, to the only proper use, benefit, and behoof of Grantee forever in FEE SIMPLE. And Grantor covenants with Grantee that Grantor is seized of the said corporationLand Estate and the Improvements, has the right to convey the same, title thereto is marketable, Grantor has done nothing to impair such title as Grantor received, and Grantor, except as its act herein stated, will warrant and deed (he)(she)(they) executed forever defend the above right and foregoing instrumenttitle to the Land Estate and the Improvements unto Grantee against the claims of all persons owning, after first having been duly authorized by holding, or claiming by, through, or under Grantor. IT BEING THE INTENT of Grantor and Grantee to convey to Grantee the Land Estate and the fee simple title in the Improvements [NOTE: ADDITIONAL LANGUAGE TO BE INCLUDED IN THE EVENT CAROLINA - RELCO SELLS ITS REMAINDER INTEREST TO GRANTEE PURSUANT TO SEPARATE AGREEMENT]. The designations Grantor and Grantee as used herein shall include said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31parties, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before metheir heirs, the undersigned authority in and for the said county and stateadministrators, on this _______ day of ___________________________executors, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporationsuccessors, and that for and on behalf of the said corporationassigns, and shall include singular, plural, masculine, feminine, or neuter as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized required by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANKcontext.

Grantor. GRANTOR: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF a_____________________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of By: ___________________________, _____________ a _________, within my jurisdictionIts________________________ By:_____________________________________ Name:________________________________ Title:_______________________________ GRANTEE: ____________________________________________ a_____________________ By: ________________________________________ a _________, Its________________________ By:_____________________________________ Name:________________________________ Title:_______________________________ EXHIBIT TO ASSIGNMENT LEGAL DESCRIPTION EXHIBIT D-1 FORM OF ▇▇▇▇ OF SALE ▇▇▇▇ OF SALE KNOW ALL MEN BY THESE PRESENTS that_______________________________________ _________________, a__________________ limited liability company, whose address is _______________________________________________________ (hereinafter referred to as "Seller"), in consideration of the within named sum of TEN DOLLARS ($10.00) and other valuable consideration paid by_______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. a____________________ corporation, whose address is ____________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me(hereinafter referred to as "Purchaser"), the undersigned authority receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell, transfer, assign and deliver to Purchaser, its successors and assigns, the following items of personal property: All furniture, fixtures, equipment, appliances, supplies including, without limitation, all documents, consumables, inventory, and operating equipment and other items of tangible personal property (collectively the "Personal Property"), which are presently installed in, affixed to and/or placed upon the real property shown on Exhibit "A" attached hereto and by this reference made a part hereof (the "Real Property"), which are owned by Seller and which are used or which are useful, directly or indirectly, in and connection with the operation of the Real Property for its intended purposes. TO HAVE AND TO HOLD the said county goods and statechattels, on this _______ day of ___________________________together with every privilege, _________right, within my jurisdictiontitle, the within named ______________________________________, who acknowledged interest and estate thereto belonging or in anywise appertaining. AND THE SELLER HEREBY COVENANTS with Purchaser that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) Seller is the President lawful owner of Custom Pack corporationthe goods and chattels hereinabove described, that they are free and clear of all liens and encumbrances; and that Seller will specially warrant and defend the title of the items of tangible personal property unto Purchaser against the lawful claims of all persons or entities claiming by, through or under said Seller. However, no warranty of merchantability or fitness for a particular purpose is intended, express or implied, and that for the items of personal property are purchased in their present condition "AS IS," and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "AWITH ALL FAULTS.". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.

Grantor. GRANTORMERCATOR SOFTWARE, INC., a Delaware Corporation, as Grantor By: GRANTORTitle: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: STATE OF MISSISSIPPI NEW YORK ) ) ss.: COUNTY OF ____________ NEW YORK ) Personally appeared before me, On the undersigned authority in and for the said county and state, on this _______ day of ___________________________December, _________2002, within my jurisdiction, the within named before me personally came ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before meto me known, the undersigned authority in who, being by me duly sworn, did depose and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named say he resides at ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a and that he is the _________________ corporation____of MERCATOR SOFTWARE, INC., the corporation described in and which executed the above instrument; that for and he has been authorized to execute said instrument on behalf of the said corporation, ; and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by that he signed said instrument on behalf of said corporation so pursuant to dosaid authority. [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, 2002, before me personally came _________________________________________to me known, who, being by me duly sworn, did depose and say he resides at _____________________________________________________ Notary Public My Commission Expires:___________________ _____________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he has signed said instrument on behalf of said corporation pursuant to said authority. [Notarial Seal] SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described asI: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED EXHIBIT "A"ATTACHED. SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.II: LICENSES

Grantor. GRANTORMMI/BDI RIVERSIDE CANAL STREET, LLC, a Delaware limited liability company By: GRANTORMassachusetts Mutual Life Insurance Company, a Massachusetts corporation, its managing member By: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before meCornerstone Real Estate Advisers LLC, the undersigned authority in and for the said county and statea Delaware limited liability company, on this _______ day of ___________________________, _________, within my jurisdiction, the within named its authorized agent By: _______________________________________ Name: _____________________________________ Its: ________________________________________ WEST RIVERSIDE CANAL COMPANY, who a California corporation By: ___________________________________ ▇▇▇▇▇ ▇. ▇▇▇, ▇▇ {10102939.9} STATE OF ___________________ ) ) ss. COUNTY OF _________________ ) On ___________________, 200_, before me, ___________________________________ , 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 whose name is subscribed to the within instrument and acknowledged to me that (he)(she)(they) he executed the above same in his authorized capacity, and foregoing that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public My Commission Expires:STATE OF ____________________ STATE OF MISSISSIPPI ) ) ss. COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ________) On ___________________, ________200_, within my jurisdictionbefore me, the within named ___________________________________ , Notary Public in and for said state, personally appeared ______________________, who personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that (he)(she)(they) he executed the above same in his authorized capacity, and foregoing that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day {10102939.9} 953484.15 End of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. __________Reporting Period1 Basin C/W $ 250,000 50.00 % 50.00 % $ 500,000 50.59 % 49.41 % $ 750,000 51.19 % 48.81 % $ 1,000,000 51.78 % 48.22 % $ 1,250,000 52.37 % 47.63 % $ 1,500,000 52.97 % 47.03 % $ 1,750,000 53.56 % 46.44 % $ 2,000,000 54.15 % 45.85 % $ 2,250,000 54.75 % 45.25 % $ 2,500,000 55.34 % 44.66 % $ 2,750,000 55.93 % 44.07 % $ 3,000,000 56.53 % 43.47 % $ 3,250,000 57.12 % 42.88 % $ 3,500,000 57.71 % 42.29 % $ 3,750,000 58.31 % 41.69 % $ 4,000,000 58.90 % 41.10 % $ 4,250,000 59.49 % 40.51 % $ 4,500,000 60.08 % 39.92 % $ 4,750,000 60.68 % 39.32 % $ 5,000,000 61.27 % 38.73 % $ 5,250,000 61.86 % 38.14 % $ 5,500,000 62.46 % 37.54 % $ 5,750,000 63.05 % 36.95 % $ 6,000,000 63.64 % 36.36 % $ 6,250,000 64.24 % 35.76 % $ 6,500,000 64.83 % 35.17 % $ 6,750,000 65.42 % 34.58 % $ 7,000,000 66.02 % 33.98 % $ 7,250,000 66.61 % 33.39 % $ 7,500,000 67.20 % 32.80 % $ 7,750,000 67.80 % 32.20 % $ 8,000,000 68.39 % 31.61 % $ 8,250,000 68.98 % 31.02 % $ 8,500,000 69.58 % 30.42 % __________________________ Notary Public My Commission Expires:___________________ SCHEDULE A 1 The real estate located cumulative investment at the end of any reporting period shall equal the total of all loans (or guarantees thereof) and capital contributions made up to and including the end of such period by Purchaser in excess of the County total of all loans (or guarantees thereof) and capital contributions made up to and including the end of such period by the Seller Parties. The Purchaser’s cumulative investment shall not be reduced or adjusted in any way by any repayments of loans or returns of capital to Purchaser. 953484.15 $ 8,750,000 70.17 % 29.83 % $ 9,000,000 70.76 % 29.24 % $ 9,250,000 71.36 % 28.64 % $ 9,500,000 71.95 % 28.05 % $ 9,750,000 72.54 % 27.46 % $ 10,000,000 73.14 % 26.86 % $ 10,250,000 73.73 % 26.27 % $ 10,500,000 74.32 % 25.68 % $ 10,750,000 74.92 % 25.08 % $ 11,000,000 75.51 % 24.49 % $ 11,250,000 76.10 % 23.90 % $ 11,500,000 76.69 % 23.31 % $ 11,750,000 77.29 % 22.71 % $ 12,000,000 77.88 % 22.12 % $ 12,250,000 78.47 % 21.53 % $ 12,500,000 79.07 % 20.93 % $ 12,750,000 79.66 % 20.34 % $ 13,000,000 80.25 % 19.75 % $ 13,250,000 80.85 % 19.15 % $ 13,500,000 81.44 % 18.56 % $ 13,750,000 82.03 % 17.97 % $ 14,000,000 82.63 % 17.37 % $ 14,250,000 83.22 % 16.78 % $ 14,500,000 83.81 % 16.19 % $ 14,750,000 84.41 % 15.59 % $ 15,000,000 85.00 % 15.00 % $ 15,250,000 85.00 % 15.00 % $ 15,500,000 85.00 % 15.00 % $ 15,750,000 85.00 % 15.00 % $ 16,000,000 85.00 % 15.00 % $ 16,250,000 85.00 % 15.00 % $ 16,500,000 85.00 % 15.00 % $ 16,750,000 85.00 % 15.00 % $ 17,000,000 85.00 % 15.00 % $ 17,250,000 85.00 % 15.00 % $ 17,500,000 85.00 % 15.00 % $ 17,750,000 85.00 % 15.00 % $ 18,000,000 85.00 % 15.00 % $ 18,250,000 85.00 % 15.00 % $ 18,500,000 85.00 % 15.00 % $ 18,750,000 85.00 % 15.00 % $ 19,000,000 85.00 % 15.00 % $ 19,250,000 85.00 % 15.00 % $ 19,500,000 85.00 % 15.00 % $ 19,750,000 85.00 % 15.00 % $ 20,000,000 85.00 % 15.00 % 953484.15 953484.15 Indian WC Corp 176.03 82.40 % Cox/West 0.33 0.16 % ▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 13.14 6.15 % ▇▇▇▇▇ Chifo 9.50 4.45 % De Anza Land & Leisure Co. 6.96 3.26 % E.L. ▇▇▇▇▇▇ Construction Co 2.67 1.25 % ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1.00 0.47 % ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A"▇▇ & ▇▇▇▇▇ 1.50 0.70 % ▇▇▇▇▇▇▇ ▇▇▇▇▇ 1.00 0.47 % Art ▇. SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.▇▇▇▇▇▇▇ 1.00 0.47 % W. ▇▇▇▇ ▇▇▇▇▇▇ 0.50 0.23 % 213.64 100.00 % Indian Hills WCC 19.68 4.2 % ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 350.00 73.9 % Company Cox/West 1.00 0.2 % ▇▇▇▇▇▇▇▇ 100.00 21.1 % De Anza Land & Leisure Co. 2.31 0.5 % Riverside Cement Co. 0.91 0.2 % Total Canal Stock Holders 473.90 100.0 % 953484.15

Grantor. GRANTORLEX-GEN WOODLANDS, L.P., a Delaware limited partnership By: GRANTORLex-Gen Woodlands GP, LLC, a Delaware limited liability company, its sole general partner By: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS Name: Title: STATE OF MISSISSIPPI ) TEXAS § § COUNTY OF ▇▇▇▇▇▇▇▇▇▇ § This instrument was acknowledged before me on ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 20_______ day of ______, by _____________________, __________________________ of Lex-Gen Woodlands GP, within my jurisdictionLLC, a Delaware limited liability company, sole general partner of Lex-Gen Woodlands, L.P., a Delaware limited partnership, on behalf of said limited partnership. Notary Public in and for the within named State of _____________________ MAILING ADDRESS OF BENEFICIARY: Attn: AFTER RECORDING RETURN TO: Attn: C-4 KNOW ALL PEOPLE BY THESE PRESENTS, that LEX-GEN WOODLANDS, L.P., with an address at 88▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (“Seller”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) lawful money of the United States, and other good and valuable consideration to Seller in hand paid, at or before the delivery of these presents, by [[ _____________ _______________]] whose post office address is [[______________________________________, who acknowledged that ]] (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me“Purchaser”), the undersigned authority receipt and sufficiency of which is hereby acknowledged, in connection with the sale of the parcel of land described in Exhibit A attached hereto (the “Land”) and for the said county buildings and state, on this _______ day of ___________________________, _________, within my jurisdictionimprovements erected thereon (collectively, the within named ______________________________________“Premises”), who acknowledged that (he)(she)(they) executed has bargained and sold, and by these presents does grant, bargain, sell, convey, set over, transfer, assign and deliver unto the above Purchaser, its successors and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before meassigns, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expiresfollowing:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.

Grantor. GRANTOR: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before mePENN VIRGINIA OPERATING CO., the undersigned authority in and for the said county and stateLLC, on this _______ day of a Delaware limited liability company By:___________________________, __________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, within my jurisdictionVice President GRANTEE: PENN VIRGINIA RESOURCE HOLDINGS, INC., a Delaware corporation By:_________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President Exhibit D to Contribution, Conveyance and Assumption Agreement STATE OF __________ ) ) SS. COUNTY OF _________ ) This instrument was acknowledged before me on the within named ____ day of September 2001, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President of PENN VIRGINIA OPERATING CO., LLC, a Delaware limited liability company, on behalf of and in her capacity as Vice President of PENN VIRGINIA OPERATING CO., LLC. ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. _____________ NOTARY PUBLIC My Commission Expires: ________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ) SS. COUNTY OF _________ ) This instrument was acknowledged before me on the ____________________ day of September, _________2001, within my jurisdictionby ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the within named Vice President of PENN VIRGINIA RESOURCE HOLDINGS, INC., a Delaware corporation, on behalf of and in her capacity as Vice President of PENN VIRGINIA RESOURCE HOLDINGS, INC. ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. _____________ NOTARY PUBLIC My Commission Expires: ________________________ Notary Public My Commission Expires:___________________ STATE Exhibit D to Contribution, Conveyance and Assumption Agreement EXHIBIT E --------- AGREEMENTS TO LEASE ------------------- Exhibit E to Contribution, Conveyance and Assumption Agreement EXHIBIT F --------- ASSIGNMENT OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before meAGREEMENTS ------------------------ This Assignment of Agreements (this "Agreement"), the undersigned authority in and for the said county and state, on this 13TH day is entered into as of September--------- September 14, 2001, within my jurisdictionbetween PENN VIRGINIA RESOURCE HOLDINGS CORP., the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇a Delaware corporation ("Assignor") and PENN VIRGINIA HOLDING CORP., who acknowledged that a Virginia corporation -------- (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do"Assignee"). /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES-------- RECITALS: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.--------

Grantor. GRANTOR301 PRODUCTIONS, INC. By: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on Name: Title: On this _______ day of ___________________________November, _________2008, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:who is personally known to me appeared before me in his/her capacity as the ___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, (“Grantor”) and that for and executed on behalf of Grantor the said Power of Attorney in favor of Voodoo Production Services, L.L.C. to which this Certificate is attached. Notary Public NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, the (“Grantor”) with office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and VOODOO PRODUCTION SERVICES, L.L.C. (“Secured Party”) with an address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, have entered into a Security Agreement dated as of November 7, 2008 (the “Security Agreement”). Pursuant to the Security Agreement, the Grantor has conveyed, pledged, assigned and transferred to the Secured Party, and have granted to the Secured Party, a security interest in, (a) the registered patents, applications for registration of patents, and licenses of registered patents listed in Schedule A hereto, (b) the registered trademarks and service marks, applications for registration of trademarks and service marks, and licenses of registered trademarks and service marks listed in Schedule B hereto, together with the goodwill of the business symbolized thereby, (c) all actions for infringement concerning the foregoing, and (d) all receivables arising out of the foregoing, to secure the payment, performance and observance of the Obligations as defined in the Security Agreement. The Commissioner of Patents and Trademarks is requested to record this notice in its act and deed (he)(she)(they) executed the above and foregoing instrumentrecords. Dated: November 7, after first having been duly authorized by said corporation so to do2008 301 PRODUCTIONS, INC. ______________By: ______________________ Notary Public My Commission Expires:Name: Title: 2006437.2 NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, (the “Grantor”) with office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and VOODOO PRODUCTION SERVICES, L.L.C. (“Secured Party”) with an address at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ entered into a Security Agreement dated as of November 7, 2008 (the “Security Agreement”). To secure the Obligations described in the Security Agreement, Grantor grants and pledges to Secured Party a security interest in all of Grantor’s right, title and interest in, to and under all Copyrights, whether now owned by or owing to, or hereafter acquired by or arising in favor of Grantor including without limitation all Copyrights listed on Schedule A, all Products related thereto, and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to ▇▇▇ for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof. This security interest is granted in conjunction with the security interest granted to Secured Party under the Security Agreement. The rights and remedies of Secured Party with respect to the security interest granted hereby are in addition to those set forth in the Security Agreement, and those which are now or hereafter available to Secured Party as a matter of law or equity. Each right, power and remedy of Secured Party provided for herein or in the Security Agreement, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Secured Party of any one or more of the rights, powers or remedies provided for in this Notice and Assignment or the Security Agreement, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by Secured Party, of any or all other rights, powers or remedies. Dated: November 7, 2008 301 PRODUCTIONS, INC. By: ______________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described asName: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.Title:

Grantor. GRANTORHOF VILLAGE, LLC, a Delaware limited liability company By: GRANTORName: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS Title: HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company By: Name: Title: HOF VILLAGE PARKING, LLC, a Delaware limited liability company By: Name: Title: HOF VILLAGE STADIUM, LLC, a Delaware limited liability company By: Name: Title: STATE OF MISSISSIPPI ____________________ ) :ss.: COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this ____________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a 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 individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, within my jurisdictionand that by his/her signature on the instrument, the within named individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared ___________________________, who personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that (he)(she)(they) he/she executed the above same in his/her capacity, and foregoing that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ Notary Public My Commission Expires:) On the ________ day of ____________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared in the year 2018, before me, the undersigned authority undersigned, a Notary Public in and for the said county and stateState, on this _______ day of personally appeared ___________________________, _________personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, within my jurisdictionand that by his/her signature on the instrument, the within named individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared ___________________________, who personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that (he)(she)(they) he/she executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority same in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporationhis/her capacity, and that for and by his/her signature on the instrument, the individual, or the person upon behalf of which the said corporationindividual acted, and as its act and deed (he)(she)(they) executed the above instrument. Notary Public Prepared by: and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31▇▇., 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before meEsq. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the undersigned authority in and for the said county and stateEsq. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, state ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Reference is made to that certain Term Loan Agreement, dated as of Mississippithe date hereof, described as: SEE ATTACHED EXHIBIT "A"among (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF Village Parking Management I, LLC, a Delaware limited liability company; HOF Village Residences I, LLC, a Delaware limited liability company; HOF Village Center for Excellence, LLC, a Delaware limited liability company; HOF Village Center for Performance, LLC, a Delaware limited liability company; HOF Experience, LLC, a Delaware limited liability company; and HOF Village Media Group, LLC, a Delaware limited liability company and the other Persons signatory thereto as “Borrowers” (collectively, the “Borrowers”, and each individually, a “Borrower”), (ii) the LENDERS from time to time party thereto; and GACP FINANCE CO., LLC, as administrative agent (the “Loan Agreement”). SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.This Solvency Certificate is being delivered pursuant to Section 4.01(t) of the Loan Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. The undersigned hereby certifies, on behalf of each Borrower, that, immediately before and after the consummation of the Transactions to occur on the date hereof and after giving effect to the application of the proceeds of each Loan, with respect to each Borrower:

Grantor. GRANTOR: GRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF State of _______________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on ) ss __________ of __________ ) On this _______ day of ________________, 19___, before me appeared to me known to be the person described in and who executed the foregoing instrument, and acknowledged that _______________ executed the same as __________________ free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the _________________ and State aforesaid, the day and year first above written. ---------------------------------- Notary Public My term expires: State of _______________ ) ) ss __________ of __________ ) On this ______ day of ________________, 19___, before me appeared to me personally known, who, being by me duly sworn, did say that he/she is the of _____________________, within my jurisdiction, a corporation of the within named State of ________, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors; and said ____________________ acknowledged said instrument to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the _____________ and State aforesaid, the day and year first above written. ---------------------------------- Notary Public My term expires: EXHIBIT A TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION OF REAL ESTATE EXHIBIT B TO SPECIAL WARRANTY DEED LIST OF PERMITTED ENCUMBRANCES EXHIBIT 9.1(a)(2) FORM OF ASSIGNMENT OF LEASES ASSIGNMENT AND ASSUMPTION OF LEASES (Property Name and Location) THIS ASSIGNMENT AND ASSUMPTION OF LEASES is made as of the ________ day of ____________, 2004, by and between _______________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. _________________a ___________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me("Assignor"), the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. _____a _______________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who acknowledged that (he)(she)(they) is the President of Custom Pack corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "AAssignee". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK).

Grantor. GRANTORa --------------------------------- By: GRANTOR------------------------------ Name: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ----------------------- Title: ----------------------- XV(B)-18 292 State of ______________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day ) ss. County of _____________ ) On ____________________, _________before me, within my jurisdiction, the within named __________________personally appeared ____________________, who 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) he/she/they executed the above same in his/her/their authorized capacity(ies), and foregoing 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. [SEAL] ----------------------------------- My Commission expires: Notary Public My Commission Expires:___________________ STATE ----------------------------------- N-1 293 EXHIBIT A LEGAL DESCRIPTION Legal Description of premises located at: ----------------------------------- ----------------------------------- [SEE ATTACHED PAGE(s) FOR LEGAL DESCRIPTION] 294 EXHIBIT B SUBJECT LEASE EXHIBIT XVI FORM OF MISSISSIPPI ENVIRONMENTAL INDEMNITY AGREEMENT ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "AGREEMENT") COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day is entered into as of _________________________September __, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ▇▇▇▇▇▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named by THE ACK▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇OUP, who acknowledged that INC., a Delaware corporation (he)(she)(they"COMPANY") is and each of THE SUBSIDIARIES of Company listed on the President of Custom Pack corporationsignature pages attached hereto (each, a "SUBSIDIARY INDEMNITOR" and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before mecollectively, the undersigned authority in "SUBSIDIARY INDEMNITORS") (Company and each Subsidiary Indemnitor is referred to as an "INDEMNITOR" and collectively as the "Indemnitors") to and for the said county benefit of CREDIT SUISSE FIRST BOSTON, as Administrative Agent ("ADMINISTRATIVE AGENT") for and state, on this _______ day representative of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged financial institutions ("LENDERS") that are party to the Credit Agreement referred to below and any Hedge Providers (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporationas defined below), and that for each of their respective successors, assigns and on behalf participants, and their respective parent, subsidiary and affiliated corporations, and the respective directors, officers, agents, attorneys, and employees of each of the said corporation, and foregoing including any Person that holds or that may hereafter acquire all or any part of the Facilities (as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located such term is defined in the County Credit Agreement) or any interest or estate therein by purchasing any of ▇▇▇▇▇▇▇▇the Facilities at a foreclosure sale or trustee's sale or by acceptance of a deed in lieu of foreclosure (each of which are referred to hereinafter individually as an "INDEMNITEE" and collectively as the "INDEMNITEES"). Initially capitalized terms used in this Agreement without definition are defined in that certain Credit Agreement dated of even date herewith (the "CREDIT AGREEMENT") by and among the Company, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANKLenders and Administrative Agent.

Grantor. GRANTOR[REDROCK NOHO RESIDENTIAL LLC, a Delaware limited liability company By: GRANTORRedrock NoHo, LLC, a Delaware limited liability company, its sole member By: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before meRedwood Partners, Inc., a California corporation, its manager] By: Name: Title: [Notary acknowledgment on following page] A notary public or other officer completing this certificate verifies only the undersigned authority in identity of the individual who signed the document to which this certificate is attached, and for not the said county and statetruthfulness, on this _______ day accuracy, or validity of that document. State of California County of _____________________________) On _________________________ before me, _________, within my jurisdiction, _______________________________ (insert name and title of the within named 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) he/she/they executed the above same in his/her/their authorized capacity(ies), and foregoing 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 ______________________________ Notary Public My Commission Expires:___________________ (Seal) PARCEL 1A: PARCEL B OF PARCEL MAP L.A. NO. 2002-6231, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF MISSISSIPPI ) CALIFORNIA, AS PER MAP FILED IN BOOK 340 PAGES 78 to 80 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and foregoing instrumentSAID COUNTY. ____________________________________ Notary Public My Commission Expires:___________________ STATE EXCEPT FROM THAT PORTION OF MISSISSIPPI ) COUNTY OF SAID LAND LYING WITHIN ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, AS PER MAP RECORDED IN BOOK 16 PAGES 114 AND 115 OF MAPS, IN THE OFFICE OF THE LOS ANGELES COUNTY RECORDER, ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS EXCEPTED AND RESERVED IN DEED RECORDED SEPTEMBER 10, 1986 AS INSTRUMENT NO. ▇▇-▇▇▇▇▇▇▇, OFFICIAL RECORDS. ALSO EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN ▇▇▇ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ALL OIL, who acknowledged that (he)(she)(they) is the President of Custom Pack corporationGAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, and that for and on behalf of the said corporationBUT WITHOUT ANY RIGHT TO PENETRATE, and as its act and deed (he)(she)(they) executed the above and foregoing instrumentUSE OR DISTURB SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, after first having been duly authorized by said corporation so to do. /s/ ▇AS EXCEPTED AND RESERVED BY ▇▇▇▇▇ ▇▇▇▇▇▇, ET AL, IN A DEED RECORDED ON MAY 26, 1989, AS INSTRUMENT NO. 89-854239 OFFICIAL RECORDS. ALSO EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN ▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ 6 OF SAID LANKERSHIM ALL OIL, GAS, WATER, AND MINERAL RIGHTS NOW VESTED IN THE CITY OF LOS ANGELES WITHOUT, HOWEVER, THE RIGHT TO USE THE SURFACE OF SAID LAND OR ANY PORTION THEREOF TO A DEPTH OF 500 FEET BELOW THE SURFACE, FOR THE EXTRACTION OF SUCH OIL, GAS, WATER AND MINERALS, AS EXCEPTED AND RESERVED BY THE CITY OF LOS ANGELES RECORDED APRIL 12, 2004 AS INSTRUMENT NO. ▇▇-▇▇▇▇▇▇▇ ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRESOFFICIAL RECORDS. PARCEL 1B: Jul 31A NON-EXCLUSIVE EASEMENT AS PROVIDED IN THAT CERTAIN AMENDED AND RESTATED DECLARATION AND ESTABLISHMENT OF COVENANTS, 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE CONDITIONS AND RESTRICTIONS AND GRANT OF MISSISSIPPI EASEMENTS, RECORDED JANUARY 5, 2007 AS INSTRUMENT NO. 07-26534, OF OFFICIAL RECORDS, (THE “DECLARATION”), FOR INGRESS AND EGRESS IN, ON, OVER, ACROSS AND THROUGH THAT PORTION OF THE NOHO ALLEY (AS DEFINED IN THE DECLARATION) COUNTY LOCATED WITHIN PARCEL “A” OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the said corporation, and as its act and deed (he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to doSAID PARCEL MAP L.A. NO. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of ▇▇▇▇▇▇▇▇, state of Mississippi, described as: SEE ATTACHED EXHIBIT "A". SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK2002-6231.