had been delivered to it on the date hereof; provided however that any
such reliance by a future successor, assignee or transferee (collectively
"Future Recipients") must be actual and reasonable under the circumstances
existing at the time, including any changes in law or facts or any other
developments known to or reasonably knowable by such Future Recipients at such
time.
You may deliver a copy of this
S-4.4(a)(2)-4
(to Note Purchase and Guarantee Agreement)
opinion without our prior written consent (a) pursuant to regulatory
requirements, to any governmental or regulatory authority having jurisdiction
over you, (b) to the National Association of Insurance Commissioners, (c) to
your counsel and to your independent auditors, (d) pursuant to any order or
legal process of any court or governmental agency and (e) to any potential
transferee of any Notes, but no such person shall be entitled to rely upon this
opinion.
Very truly yours,
S-4.4(a)(2)-5
(to Note Purchase and Guarantee Agreement)
Schedule I
Subsidiary Guarantors
RIF I - Monrovia, LLC
RIF I - Mulberry, LLC
RIF I - Valley Blvd., LLC
RIF II - Bledsoe Avenue, LLC
RIF II - Crocker, LLC
RIF II - Easy Street, LLC
RIF II - First American Way, LLC
RIF II - La Jolla Sorrento Business Park, LLC
RIF II - Orangethorpe TIC, LLC
RIF II - Orangethorpe, LLC
RIF II - Pioneer Avenue, LLC
RIF III - 157th Street, LLC
RIF III - Archibald, LLC
RIF III - Avenue Stanford, LLC
RIF III - Broadway, LLC
RIF III - Empire Lakes, LLC
RIF III - Impala, LLC
RIF III - Santa Fe Springs, LLC
RIF III - Yarrow Drive II, LLC
RIF III - Yarrow Drive, LLC
RIF IV - Burbank, LLC
RIF IV - Central Avenue, LLC
RIF IV - Cornerstone, LLC
RIF IV - East 46th Street, LLC
RIF IV - Enfield, LLC
RIF IV - Glendale, LLC
RIF IV - Grand, LLC
RIF IV - Harbor Warner, LLC
RIF IV - Long Carson, LLC
RIF IV - Newton, LLC
RIF IV - Poinsettia, LLC
RIF IV - San Gabriel, LLC
RIF IV - West 33rd Street, LLC
RIF V - 240th Street, LLC
RIF V - Arrow Business Center, LLC
RIF V - Arroyo, LLC
RIF V - Benson, LLC
RIF V - Calvert, LLC
RIF V - Campus Avenue, LLC
RIF V - Del Norte, LLC
RIF V - Golden Valley, LLC
RIF V - Grand Commerce Center, LLC
S-4.4(a)(2)-6
(to Note Purchase and Guarantee Agreement)
RIF V - MacArthur, LLC
RIF V - Normandie Business Center, LLC
RIF V - Odessa, LLC
RIF V - Paramount Business Center, LLC
RIF V - Shoemaker Industrial Park, LLC
RIF V - Vinedo, LLC
Rexford Industrial - 228th Street, LLC
Rexford Industrial - 2980 San Fernando, LLC
Rexford Industrial - 9615 Norwalk, LLC
Rexford Industrial - Alton, LLC
Rexford Industrial - Hindry, LLC
Rexford Industrial - Industry Way, LLC
Rexford Industrial - Vanowen, LLC
S-4.4(a)(2)-7
(to Note Purchase and Guarantee Agreement)