Common use of Grantor Clause in Contracts

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIP, 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 ________________, 2003 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 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. ________________________________________ 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: ___________________________ ___________________________ ___________________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ 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, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of business 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 in 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OFBy: PARTNERSHIPKBS Legacy Partners Properties LLC, a Connecticut Delaware limited Partnership liability company, its sole member By: 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: ___________________________ Name: _____________________ Title: ______________________ ELITE STREET CAPITAL LOFTS DE, LP, a Delaware limited liability company By: __________________________ 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) ByTitle: ___________________________ 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 _______________________ Name: before me, _________________________ Title: ________________________ [Affix Corporate seal] STATE OF CONNECTICUT ) : SS.: COUNTY OF HARTFORD ) On the ___ day of ________________, 2003 before me, the undersigned, a Notary Public in and for said Statenotary public, 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 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 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _____ 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: ___________________________ ___________________________ ___________________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years Seal) Signature of Notary [INSERT NOTARY FOR GRANTEE] The land referred to herein is situated in Land the City of St. Louis, State of Missouri, and Fee Simple in Improvements) THIS INDENTURE is made the ___ 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 ▇▇described as follows: TRACT 1: ▇▇▇ Credit Corporation, ▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, 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 ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, according to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place the plat recorded in Plat Book 74 page 15 and being part of business at_________________. WITNESSETH that: Grantor, for and in consideration City Block 4002 of the sum City of Ten and 00/100 Dollars ($10.00) St. Louis, according to plat recorded 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 in 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 Plat Book 82 page 22 of the Land Estate St. Louis City Records. TRACT 3: Rights 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 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by contextSt. Louis City Records.

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIP, 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 ________________, 2003 2002 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 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. ________________________________________ 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: ___________________________ ___________________________ ___________________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ day of ________________ , 2003 2002 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 Bowes Credit Corporation, 27 Waterview Drive, Shelton, Connecticut 0▇▇▇▇, to AMERICAN FINANCIA▇ Credit Corporation, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability ▇▇ ▇▇▇▇ility company ("Grantee"), having its principal place of business 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 in 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIP[REDROCK NOHO RESIDENTIAL LLC, a Connecticut Delaware limited Partnership liability company By: Redrock NoHo, LLC, a Delaware limited liability company, its sole member By: Redwood 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 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 _______________________________ Name: ) On _________________________ 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 ________________, 2003 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 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. ________________________________________ 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: (insert name and title of the officer) personally appeared _________________________ _________________________ ____________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ Prepared by and after recording Return to: ___________________________ ___________________________ ___________________________ ___________________________ (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 GEORGIA CALIFORNIA, AS PER MAP FILED IN BOOK 340 PAGES 78 to 80 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ 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 SAID COUNTY. EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ Credit Corporation, ▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER ALL OF THE ABOVE DESCRIBED REAL PROPERTY, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR DISTURB SAID PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS EXCEPTED AND RESERVED BY ▇▇▇▇▇ ▇▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUPET AL, LLCIN A DEED RECORDED ON MAY 26, a Delaware limited liability company 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. ▇▇-▇▇▇▇▇▇▇ OF OFFICIAL RECORDS. PARCEL 1B: A NON-EXCLUSIVE EASEMENT AS PROVIDED IN THAT CERTAIN AMENDED AND RESTATED DECLARATION AND ESTABLISHMENT OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS, RECORDED JANUARY 5, 2007 AS INSTRUMENT NO. 07-26534, OF OFFICIAL RECORDS, ("Grantee"THE “DECLARATION”), having its principal place of business at_________________. WITNESSETH that: GrantorFOR INGRESS AND EGRESS IN, for and in consideration of the sum of Ten and 00/100 Dollars ON, OVER, ACROSS AND THROUGH THAT PORTION OF THE NOHO ALLEY ($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 in 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: ADDITIONAL LANGUAGE TO BE INCLUDED AS DEFINED IN THE EVENT CAROLINA - RELCO SELLS ITS REMAINDER INTEREST TO GRANTEE PURSUANT TO SEPARATE AGREEMENT]DECLARATION) LOCATED WITHIN PARCEL “A” OF SAID PARCEL MAP L.A. NO. The 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 context2002-6231.

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIP▇▇▇▇▇-Middlefield Business Park, a Connecticut California limited Partnership partnership By: _______________________________________ 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 STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) On ___________, before me, ______________, 2003 before me, the undersigned, a Notary Public in and for said State, personally CAPACITY CLAIMED BY SIGNER -------------------------- appeared _______________, known to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within 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. ________________________________________ _________, Though statute does not require [_] personally known to me -OR- [_] proved to me on the the Notary Public EXHIBIT A TO EXHIBIT E-2 [legal descriptions to fill in the data basis of satisfactory below, doing so may prove evidence to be attached at Closingthe 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 [_] EXHIBIT B TO EXHIBIT E-2 INDIVIDUAL executed the same in [to be added at Closing as set forth in Title Policy_] [GEORGIA - LAND ESTATE AND IMPROVEMENTS] Property Number: CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), and that by _____________________________ Street Addresshis/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) _________________________ Prepared by and after recording Return to: ___________________________ _________________________________ SIGNATURE OF NOTARY _________________________________ STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) On ___________, before me, ______________, personally CAPACITY CLAIMED BY SIGNER -------------------------- appeared ________________________________________________, 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 [_] INDIVIDUAL executed the same in [_] CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), and 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) __________________________________ _________________________________ STATE SIGNATURE OF GEORGIA COUNTY OF NOTARY _________________________________ LIMITED WARRANTY EXHIBIT A TO DEED ----------------- LEGAL DESCRIPTION OF PROPERTY All that certain real property in the City of Mountain View, County of Santa ▇▇▇▇▇, State of California, described as follows: [Legal Description to be Inserted] EXHIBIT B 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 TAX DUE: SEPARATE PAPER: (Estate for Years in Land Revenue and Fee Simple in ImprovementsTaxation Code 11932-11933) THIS INDENTURE NOTE: This Declaration is made the ___ day of not a public record Document #________________ , 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, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of business 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 in 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, Property located 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.( ) Unincorporated

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OFa --------------------------------- By: PARTNERSHIP, a Connecticut limited Partnership ------------------------------ Name: ----------------------- Title: ----------------------- XV(B)-18 292 State of ______________ ) ) ss. County of _____________ ) On _______________________________ Name: , before me, personally appeared _________________________ 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 ________________, 2003 before me, the undersigned, a Notary Public in and for said State, personally appeared _______________, known to me (or proved to me on the basis of satisfactory evidence evidence) to be the individual(sperson(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, instrument the individual(s), person(s) or the person entity upon behalf of which the individual(sperson(s) acted, executed the instrument. WITNESS my hand and official seal. [SEAL] ----------------------------------- My Commission expires: Notary Public ----------------------------------- 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 ENVIRONMENTAL INDEMNITY AGREEMENT ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "AGREEMENT") is entered into as of September ________________________________________ 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 , 2001, by and after recording Return to: ___________________________ ___________________________ ___________________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ 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, ▇▇ ▇▇▇▇THE ACK▇▇▇▇▇ ▇▇▇▇▇OUP, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLCINC., a Delaware limited liability company corporation ("GranteeCOMPANY") and each of THE SUBSIDIARIES of Company listed on the signature pages attached hereto (each, a "SUBSIDIARY INDEMNITOR" and collectively, the "SUBSIDIARY INDEMNITORS") (Company and each Subsidiary Indemnitor is referred to as an "INDEMNITOR" and collectively as the "Indemnitors") to and for the benefit of CREDIT SUISSE FIRST BOSTON, as Administrative Agent ("ADMINISTRATIVE AGENT") for and representative of the financial institutions ("LENDERS") that are party to the Credit Agreement referred to below and any Hedge Providers (as defined below), having its principal place and each of business at_________________. WITNESSETH that: Grantortheir respective successors, for assigns and in consideration participants, and their respective parent, subsidiary and affiliated corporations, and the respective directors, officers, agents, attorneys, and employees of each of the sum foregoing including any Person that holds or that may hereafter acquire all or any part of Ten and 00/100 Dollars the Facilities ($10.00as such term is defined in the 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 hand paid at and before the sealing and delivery lieu of these presents, the receipt and adequacy foreclosure (each of which are hereby acknowledged, has granted, bargained, sold, aliened, conveyed, referred to hereinafter individually as an "INDEMNITEE" and confirmed, and by these presents does grant, bargain, sell, alien, convey, and confirm unto Grantee an estate for years 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 "Land EstateCREDIT AGREEMENT") in that parcel or parcels of land in __________________ Countyby and among the Company, Georgia, more particularly described in Exhibit A attached hereto Lenders 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by contextAdministrative Agent.

Grantor. SIGNED AND SEALED State of _______________ ) ) 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 PREFCO FIVE LIMITED THE PRESENCE OFTESTIMONY 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: PARTNERSHIPState 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 _____________________, a Connecticut limited Partnership corporation of the 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 _______________________________, a ___________________ ("Assignor"), and _______________________________, a _______________________________ 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 ________________, 2003 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 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. ________________________________________ 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: ___________________________ ___________________________ ___________________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ day of ________________ , 2003 between PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership, successor in interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership ("GrantorAssignee"), the address of which is c/o Pitney ▇▇▇▇▇ Credit Corporation, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of business 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 in 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF301 PRODUCTIONS, INC. By: PARTNERSHIP, a Connecticut limited Partnership _______________________________ Name: Title: On this ______ day of November, 2008, ____________________ By: Prefco V Holdings LLC, a Connecticut (Type or Print) limited liability company, its general partner Name: ______who is personally known to me appeared before me in his/her capacity as the ___________________ By: Harlow Aircraft Inc., sole member (Type or Print) By: of __________ (“Grantor”) and executed on behalf of Grantor the 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 records. Dated: November 7, 2008 301 PRODUCTIONS, INC. By: ______________________ 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: ______________________ Name: Title: ________________________ [Affix Corporate seal] STATE OF CONNECTICUT ) : SS.: COUNTY OF HARTFORD ) On the ___ day of ________________, 2003 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 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. ________________________________________ 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: ___________________________ ___________________________ ___________________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ 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, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of business 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 in 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.:

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIPMERCATOR SOFTWARE, INC., a Connecticut limited Partnership _______________________________ Name: _________________________ Delaware Corporation, as Grantor By: Prefco V Holdings LLCTitle: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a Connecticut (Type or Print) limited liability companyCalifornia corporation, its general partner Name: _________________________ as Agent By: Harlow Aircraft Inc., sole member (Type or Print) By: _______________________________ Name: _________________________ Title: ________________________ [Affix Corporate seal] STATE OF CONNECTICUT NEW YORK ) : SS) ss.: COUNTY OF HARTFORD NEW YORK ) On the ___ day of ________________December, 2003 2002, before me, the undersigned, a Notary Public in and for said State, me 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 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. came ________________________________________ Notary Public EXHIBIT A TO EXHIBIT E-2 [legal descriptions _to be attached me known, who, being by me duly sworn, did depose and say he resides 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: ___________________________ _________________________________________________________________ and that he is the ____________________of MERCATOR SOFTWARE, INC., 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 signed said instrument on behalf of said corporation pursuant to said 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 _____________________________________________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ 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, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of business 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 __________________ Countyand that he is the of FOOTHILL CAPITAL CORPORATION, Georgia, more particularly the corporation described in Exhibit A attached hereto and incorporated herein by reference and in Grantor's right, title, and interest, if any, in and which executed the above instrument; that he has been authorized to all streets and roads abutting the execute said parcel or parcels and all easements, privileges, tenements, hereditaments, and appurtenances belonging unto instrument on behalf of 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, 2010corporation; and that he has signed said instrument on behalf of said corporation pursuant 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 SIMPLEsaid authority. 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[Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. IT BEING THE INTENT of Grantor and Grantee to convey to Grantee the Land Estate and the fee simple title in the Improvements [NOTESCHEDULE II: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.LICENSES

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OFGRANTOR: PARTNERSHIPGRANTOR: -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, a Connecticut limited Partnership the undersigned authority in and for the said county and state, on this _______ day of _______________________________ 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 ________________, 2003 before mewithin my jurisdiction, 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 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. named ________________________________________ 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: , who acknowledged that (he)(she)(they) executed the above and foregoing instrument. _________________________ _________________________ _________________________ 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:___________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years SCHEDULE A The real estate located in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ day County 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 of Mississippi, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company (described as: SEE ATTACHED EXHIBIT "GranteeA"), having its principal place of business 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 in 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 SCHEDULE B attached hereto and incorporated herein by reference. TO HAVE 1ST 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: ADDITIONAL LANGUAGE TO BE INCLUDED 2ND DEED OF TRUST 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by contextFAVOR OF SOUTHTRUST BANK.

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIPSigned by the Grantor on the date hereof. If the Grantor is a corporation, this Deed is signed by a Connecticut limited Partnership corporate officer who has authority to (a) convey all interests of the corporation that are conveyed by this Deed, and (b) to bind the corporation with respect to all matters dealt with herein. _________________________________ NameSigned, sealed and delivered in The presence of or attested by: _________________________ By: Prefco V Holdings LLC, a Connecticut (Type or Print) limited liability company, its general partner Name: ___[ seal ] ______________________ By: Harlow Aircraft Inc.[ seal ] ______________________ [ seal ] ______________________ [ seal ] CERTIFICATE OF ACKNOWLEDGEMENT BY INDIVIDUAL State of New Jersey, sole member (Type or Print) By: County of _________________________________ Name: I am either (check one) ____ a Notary Public or ____ a ______________________, an officer authorized to take acknowledgements and proofs in the state of New Jersey. I sign this acknowledgement below to certify that it was executed before me. On this the ___ Title: ________________________ [Affix Corporate seal] STATE OF CONNECTICUT ) : SS.: COUNTY OF HARTFORD ) On the ___ day of ________________, 2003 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 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. 20___ _________________________________________ Notary Public EXHIBIT A TO EXHIBIT E-2 [legal descriptions appeared before me in person. (If more than one person appears, the words “this person” shall include all persons named who appeared before the officer making this acknowledgement). I am satisfied that this person is the person named in and who signed this Deed. This person also acknowledged that the full and actual consideration paid or to be attached at Closing] EXHIBIT B TO EXHIBIT E-2 [paid for the transfer of title to be added at Closing realty evidenced by this Deed, as set forth such consideration is defined in Title Policy] [GEORGIA - LAND ESTATE AND IMPROVEMENTS] Property Number: _________ Street Address: P.L. 1968, c. 49, sec. 1(c), is $_________________________ ____. Officer’s signature: Sign above, and print stamp or type name below CORPORATE PROOF BY SUBSCRIBING WITNESS State of New Jersey, County of _________________________ _________________________ Prepared by and after recording Return to: ___________________________ I am either (check one) ____ a Notary Public or ____ a ______________________, an officer authorized to take acknowledgements and proofs in the state of New Jersey. On this the _____ day of ___________________, 20___, ______________________________ __________(hereinafter the “Witness”) appeared before me in person. The Witness was duly sworn by me, and under oath stated and proved to my satisfaction that: 1 The Witness is the _________________ ___________________________ STATE OF GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made secretary of the ___ 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 corporation which is c/o Pitney ▇▇▇▇▇ Credit the Grantor described as such in this deed (hereinafter the “Corporation, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"”), having its principal place of business 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 in 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.

Grantor. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIPMMI/BDI RIVERSIDE CANAL STREET, LLC, a Connecticut Delaware limited Partnership liability company By: Massachusetts Mutual Life Insurance Company, a Massachusetts corporation, its managing member By: Cornerstone Real Estate Advisers LLC, a Delaware limited liability company, its authorized agent By: _______________________________________ Name: _________________________ By: Prefco V Holdings LLC, a Connecticut (Type or Print) limited liability company, its general partner Name: _________________________ ByIts: 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 ________________, 2003 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 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. ________________________________________ 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 toWEST RIVERSIDE CANAL COMPANY, 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 executed the same in his authorized capacity, and 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 STATE OF ____________________ ) ) ss. COUNTY OF _________________ ) On ___________________, 200_, before me, ___________________________________ STATE OF GEORGIA COUNTY OF , 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 executed the same in his authorized capacity, and 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) ____________________________________ LIMITED WARRANTY DEED (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ day Notary Public {10102939.9} 953484.15 End of 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 % ________________ , 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, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability company ("Grantee"), having its principal place of business 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 in Exhibit A attached hereto 1 The cumulative investment at the end of any reporting period shall equal the total of all loans (or guarantees thereof) and incorporated herein by reference and in Grantor's right, title, and interest, if any, in and capital contributions made up 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 end of such period by Purchaser 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 excess 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 total of all persons owning, holding, loans (or claiming by, through, or under Grantor. IT BEING THE INTENT guarantees thereof) and capital contributions made up to and including the end of Grantor and Grantee to convey to Grantee such period by 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]Seller Parties. The designations Grantor and Grantee as used herein Purchaser’s cumulative investment shall include said parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, not be reduced or neuter as required adjusted in any way by context.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 % ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ 1.50 0.70 % ▇▇▇▇▇▇▇ ▇▇▇▇▇ 1.00 0.47 % Art ▇. ▇▇▇▇▇▇▇ 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. SIGNED AND SEALED IN PREFCO FIVE LIMITED THE PRESENCE OF: PARTNERSHIPPENN VIRGINIA OPERATING CO., LLC, a Connecticut Delaware limited Partnership liability company By:_____________________________________ Name▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President GRANTEE: PENN VIRGINIA RESOURCE HOLDINGS, INC., a Delaware corporation By:_________________________ 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: _______________▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President Exhibit D to Contribution, Conveyance and Assumption Agreement STATE OF __________ Title: _______________) ) SS. COUNTY OF _________ [Affix Corporate seal] STATE OF CONNECTICUT ) : SS.: COUNTY OF HARTFORD ) On This instrument was acknowledged before me on the ____ day of ________________September 2001, 2003 before meby ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the undersignedVice President of PENN VIRGINIA OPERATING CO., LLC, a Notary Public in and for said StateDelaware limited liability company, 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 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) actedand in her capacity as Vice President of PENN VIRGINIA OPERATING CO., executed the instrumentLLC. ________________________________________ 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 AddressNOTARY PUBLIC My Commission Expires: ________________________ STATE OF __________ ) ) SS. COUNTY OF _________ ) This instrument was acknowledged before me on the ____ day of September, 2001, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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. _________________________ _________________________ Prepared by and after recording Return to: ___________________________ ___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 GEORGIA COUNTY OF _____________________ LIMITED WARRANTY DEED AGREEMENTS ------------------------ This Assignment of Agreements (Estate for Years in Land and Fee Simple in Improvements) THIS INDENTURE is made the ___ day of ________________ , 2003 between PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership, successor in interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership (this "GrantorAgreement"), the address is entered into as of which is c/o Pitney ▇▇▇▇▇ Credit Corporation--------- September 14, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇2001, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to AMERICAN FINANCIAL between PENN VIRGINIA RESOURCE GROUP, LLCHOLDINGS CORP., a Delaware limited liability company corporation ("GranteeAssignor") and PENN VIRGINIA HOLDING CORP., a Virginia corporation -------- ("Assignee"), having its principal place of business at_________________. WITNESSETH that-------- RECITALS: 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 in 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: 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 parties, their heirs, administrators, executors, successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by context.--------