Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. In consideration of the Revolving Credit Agreement (the "Agreement") dated as of _____ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:

Ladies and Gentlemen. In consideration accordance with the provisions of Section [3(g)] [25] of the Revolving Credit above-referenced Custodial Agreement (capitalized terms not otherwise defined herein having the "meanings ascribed to them in the Custodial Agreement"), the undersigned, as the Custodian, hereby certifies as to each Mortgage Loan described in the attached Mortgage Loan Schedule and Exception Report all matters (subject to the Exceptions listed therein) dated set forth in Section 3(e) of the Custodial Agreement. The delivery of the Mortgage Loan Schedule and Exception Report attached hereto evidences that as of the date and time of such Mortgage Loan Schedule and Exception Report, (i) the Custodian has reviewed all documents required to be delivered in respect of each Mortgage Loan listed herein pursuant to Section 2 of the Custodial Agreement, and such documents other than the Exceptions listed herein are in the possession of the Custodian as part of the Mortgage File for such Mortgage Loan, and (ii) the Custodian is holding each Mortgage Loan identified on the Mortgage Loan Schedule and Exception Report as of the date and time identified therein, pursuant to the Custodial Agreement, as the bailee of and custodian for [the Registered Holder] [_______________ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company [Name of Connecticut, National Association, Collateral Agent] as Subordination Agent, as agent and trustee representative secured party for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date benefit of the Agreement, Registered Holder and the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination persons or otherwise, in accordance with the terms of the Agreement and giving effect entities to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that whom Registered Holder owes the obligations of MSCS under secured by such Mortgage Loans]. The Custodian has no obligation to recognize or deal with any Person other than the Agreement to make Advances (as defined Person identified in the Agreement) arepreceding sentence. PURSUANT TO THE CUSTODIAL AGREEMENT, THE CUSTODIAN IS REQUIRED TO DELIVER AN UPDATED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT ON EACH BUSINESS DAY. THE HOLDER OF THIS TRUST RECEIPT SHOULD CONTACT THE CUSTODIAN TO CONFIRM THAT THE MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT ATTACHED HERETO HAS NOT BEEN SUPERSEDED BY A MORE RECENTLY DELIVERED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT. The Custodian makes no representations as to, and shall in not be responsible to verify, (i) the validity, legality, enforceability, due authorization, recordability, sufficiency, or genuineness of any event, for all purposes of the Guaranteedocuments contained in each Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. This Trust Receipt shall be deemed to constitute, amounts payable by MSCS under superseded and canceled upon the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment issuance of the amounts payable under the Agreement, irrespective of any claim as a subsequent Trust Receipt to the Agreement's validity, regularity or enforceability Registered Holder or the lack of authority of MSCS to execute or deliver Collateral Agent covering the Agreement; or any change in or amendment Mortgage Loans identified herein and the Registered Holder shall thereupon promptly return this Trust Receipt to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:Custodian.

Ladies and Gentlemen. In consideration Capitalized terms used herein and not herein defined have the meanings ascribed thereto pursuant to the Intercreditor Agreement. The Intercreditor Agreement relates to certain indebtedness of CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By signing below, the Company represents and warrants that (a) immediately before and after giving effect to the issuance by the Company of the Revolving Credit Agreement senior notes referred to on Attachment A hereto (the "“Additional Senior Notes”) no Event of Default has occurred and is continuing, (b) Attachment B hereto is a true, correct and complete copy of the Note Purchase Agreement pursuant to which the Additional Senior Notes were issued (the “Additional Note Purchase Agreement"”), and (c) Attachment C hereto is a true, correct and complete copy of the Security Agreement securing the obligations of the Company in respect of the Additional Senior Notes (the “Additional Note Security Agreement”). By signing below, (a) represents and warrants that it has been duly appointed as security agent (in such capacity, the “Additional Note Security Agent”) for the Noteholders of the Additional Senior Notes pursuant to an agency agreement dated on or about the date hereof, a true, correct and complete copy of which is attached hereto as Attachment D (the “Additional Note Agency Agreement”), and (b) agrees to observe and perform all of its obligations as an Additional Note Security Agent under and pursuant to the terms of the Intercreditor Agreement. For purposes of the Intercreditor Agreement, (a) the Additional Senior Notes constitute “Additional Senior Notes,” (b) the Additional Note Purchase Agreement constitutes an “Additional Note Purchase Agreement,” (c) the Additional Note Security Agent is an “Additional Note Security Agent,” and (d) the Additional Note Agency Agreement constitutes an “Additional Note Agency Agreement.” By signing below, the Additional Note Security Agent represents and warrants that immediately after giving effect to this Joinder Agreement, all of the representations and warranties made by the Additional Note Security Agent in the Intercreditor Agreement are true and correct on and as of the date hereof. CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By: Name: Title: Address: [ ], as Additional Note Security Agent By: Name: Title: Acknowledged and agreed: [ ], as Collateral Agent By: Name: Title: ATTACHMENT A TO JOINDER AGREEMENT LIST OF ADDITIONAL SENIOR NOTES ATTACHMENT B TO JOINDER AGREEMENT [ADDITIONAL NOTE PURCHASE AGREEMENT] ATTACHMENT C TO JOINDER AGREEMENT [ADDITIONAL NOTE SECURITY AGREEMENT] ATTACHMENT D TO JOINDER AGREEMENT [ADDITIONAL NOTE AGENCY AGREEMENT] EXHIBIT E [FORM OF] DIRECTION Reference is made to that certain Collateral Agency and Intercreditor Agreement, dated as of _____ __May 29, 2000 between Morgan Stanley Capital Services Inc.2018, by and among The Bank of Nova Scotia, as Bank Security Agent, Xxxxx Fargo Bank, National Association, as Existing 2013 Note Security Agent, The Bank of New York Mellon, as Existing 2015 Note Security Agent, each Additional Note Security Agent that may become a Delaware corporation party thereto from time to time, and The Bank of Nova Scotia, as Collateral Agent (hereixxxxxx "XXXX") as the same may be further amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used herein and not herein defined shall have the meanings set forth in the Intercreditor Agreement. Pursuant to Section 2.10 of the Intercreditor Agreement, each of the undersigned hereby directs the Collateral Agent to execute and deliver the Joinder Agreement in the form attached hereto. THE BANK OF NOVA SCOTIA, not in its [OTHER SECURITY AGENT individual capacity but solely as Bank Security Agent By: Name: By: Title:] Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Existing 2013 Note Security Agent By: Name: Title: THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Existing 2015 Note Security Agent By: Name: Title: EXHIBIT F [FORM OF] TRANSFER COMPLETION CERTIFICATE Reference is made to that certain Collateral Agency and Intercreditor Agreement, dated as of May 29, 2018, by and among The Bank of Nova Scotia, as Bank Security Agent, Xxxxx Fargo Bank, National Association, as Existing 2013 Note Security Agent, The Bank of New York Mellon, as Existing 2015 Note Security Agent, each Additional Note Security Agent that may become a party thereto from time to time, and The Bank of Nova Scotia, as Collateral Agent (as the same may be further amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used herein and not herein defined shall have the meanings set forth in the Intercreditor Agreement. The Company hereby certifies to the Collateral Agent that all of the assets and other property of the Company held by State Street Bank and Trust Company pursuant to the Existing Custody Agreement have been transferred to The Bank of ConnecticutNew York Mellon as custodian under the New Custody Agreement. CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By: Name: Title: ANNEX A [ATTACH COPY OF EACH LOAN DOCUMENT] ANNEX B [ATTACH COPY OF EACH EXISTING 2013 NOTE DOCUMENT] ANNEX C [ATTACH COPY OF EACH EXISTING 2015 NOTE DOCUMENT] ANNEX D-1 [ATTACH COPY OF THE TEMPORARY CONTROL AGREEMENT] ANNEX D-2 [ATTACH COPY OF THE CONTINUING CONTROL AGREEMENT] CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. EXHIBIT O FORM OF PREFERRED STOCK SUPPLEMENT PREFERRED STOCK SUPPLEMENT NO. , National Associationdated as of , to the Credit Agreement, dated as of May 29, 2018, among ClearBridge Energy MLP Opportunity Fund Inc., a Maryland corporation, the Lenders party thereto, and The Bank of Nova Scotia, as Subordination AgentAdministrative Agent (as amended, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees supplemented or otherwise modified from time to Counterparty, with effect from the date of the Agreementtime, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the “Credit Agreement”). Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It Each term that is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, Credit Agreement and shall in any event, for all purposes of not herein defined has the Guarantee, be deemed to constitute, amounts payable meaning ascribed thereto by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Credit Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:when used herein.

Ladies and Gentlemen. In consideration of accordance with the Revolving Credit Agreement (Repurchase Agreement, Buyer and Seller hereby agree to amend the "Agreement") dated Maximum Aggregate Purchase Price as of further set forth below: Maximum Aggregate Purchase Price: [_____ _________] DOLLARS ($[___________]) Effective Date: [_______], 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from 20[__] Unless further amended after the date of the Agreementhereof, the due and punctual payment Maximum Aggregate Purchase Price as amended hereby shall remain in effect until the Termination Date. In the event this Maximum Aggregate Purchase Price Amendment decreases the existing Maximum Aggregate Purchase Price, Seller shall repurchase Purchased Assets such that the aggregate outstanding Purchase Price of all amounts payable Transactions does not exceed the Maximum Aggregate Purchase Price as amended hereby. All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Repurchase Agreement. Except as expressly amended and modified by MSCS under this Maximum Aggregate Purchase Price Amendment, the Agreement when the same existing Facility Documents shall become due continue to be, and payableshall remain, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in full force and effect in accordance with the terms their terms. FS CREIT FINANCE BMO-1 LLC, as Seller By: Name: Title: Agreed and Consented by: BANK OF MONTREAL, as Buyer By: Name: Title: EXHIBIT C FORM OF POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that FS CREIT FINANCE BMO-1 LLC (“Seller”) hereby irrevocably constitute and appoint BANK OF MONTREAL (“Buyer”) and any officer or agent thereof, with full power of the Agreement substitution, as its true and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood lawful attorney-in-fact with full irrevocable power and agreed that the obligations of MSCS under the Agreement to make Advances (as defined authority in the Agreement) are, place and shall in any event, for all purposes stead of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional Seller and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect name of Seller or in its own name, from time to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof thatin Buyer’s discretion:

Ladies and Gentlemen. In consideration of each of the Revolving Credit Agreement (the "Agreement") dated as of _____ __April 13, 2000 1999 between Morgan Stanley Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereixxxxxx hereinafter "XXXXMSCS") and State Street Bank and Wilmington Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Atlas Air Pass Through Trust 20001999-3C 1B ("Counterparty"), Morgan Stanley Dean Witter Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware corporation (hereinaftxx hereinafter "XXDXMSDW"), xxxxxx xxxxxxxably hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreementperiod. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MSDW at its address set forth in the signature block of this Guarantee (or to such other address as MSDW may specify in writing), MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed ; provided that the obligations of MSCS under the Agreement to make Advances (as defined delay by Counterparty in the Agreement) are, and giving such demand shall in any event, for all purposes of the no event affect MSDW's obligations under this Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwiseotherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof hereof, which representations will be deemed to be repeated by MSDW on each date on which a Transaction is entered into, that:

Ladies and Gentlemen. In consideration accordance with the Repurchase Agreement, Buyer and Seller hereby agree to amend the Maximum Aggregate Purchase Price as further set forth below: Maximum Aggregate Purchase Price: [_____________] DOLLARS ($[___________]) Effective Date: [_______], 20[__] Unless further amended after the date hereof, the Maximum Aggregate Purchase Price as amended hereby shall remain in effect until the Termination Date. In the event this Maximum Aggregate Purchase Price Amendment decreases the existing Maximum Aggregate Purchase Price, Seller shall repurchase Purchased Assets such that the aggregate outstanding Purchase Price of all Transactions does not exceed the Revolving Credit Agreement (Maximum Aggregate Purchase Price as amended hereby. All terms used herein and not otherwise defined herein shall have the "respective meanings ascribed to such terms in the Repurchase Agreement") dated . Except as of expressly amended and modified by this Maximum Aggregate Purchase Price Amendment, the existing Facility Documents shall continue to be, and shall remain, in full force and effect in accordance with their terms. [Signature Pages Follow] Exh. B-1 FS CREIT FINANCE BMO-1 LLC, as Seller By: ___________________________________ Name: Title: Exh. B-2 Agreed and Consented by: BANK OF MONTREAL, as Buyer By: ___________________________________ Name: Title: Exh. B-3 EXHIBIT C FORM OF POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation that FS CREIT FINANCE BMO-1 LLC (hereixxxxxx "XXXX"“Seller”) hereby irrevocably constitute and appoint BANK OF MONTREAL (“Buyer”) and State Street Bank and Trust Company any officer or agent thereof, with full power of Connecticut, National Associationsubstitution, as Subordination Agent, as agent its true and trustee for the US Airways Pass Through Trust 2000lawful attorney-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably in-fact with full irrevocable power and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined authority in the Agreement) are, place and shall in any event, for all purposes stead of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional Seller and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect name of Seller or in its own name, from time to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof thatin Buyer’s discretion:

Ladies and Gentlemen. In consideration of the Revolving Credit Agreement Central Power and Light Company, a Texas corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 1997 (the "Underwriting Agreement"), between the Company on the one hand and Xxxxxxx, Sachs & Co. [and (names of Co-Representatives named therein)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") dated the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us______ __counterparts hereof, 2000 between Morgan Stanley Capital Services Inc.and upon acceptance hereof by you, a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company on behalf of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date each of the AgreementUnderwriters, this letter and such acceptance hereof, including the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms provisions of the Underwriting Agreement and giving effect to any applicable grace period under the express terms incorporated herein by reference, shall constitute a binding agreement between each of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amountsUnderwriters and the Company. It is understood and agreed that the obligations your acceptance of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes this letter on behalf of each of the GuaranteeUnderwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder form of which shall be unconditional and will not be discharged except by complete payment submitted to the Company for examination, but without warranty on the part of the amounts payable under the Agreement, irrespective of any claim Representatives as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions signers thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligenceVery truly yours, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS Central Power and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty Light Company By: ........................................... ------------------------- Name: Title: Accepted as of the date hereof that:hereof: Xxxxxxx, Xxxxx & Co. [Name(s) of Co-Representative(s)] By: _____________________________ (Xxxxxxx, Sachs & Co.) On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased Xxxxxxx, Xxxxx & Co. $ [Name(s) of Co-Representative(s)] [Names of other Underwriters] Total $ SCHEDULE II

Ladies and Gentlemen. In consideration of the Revolving Credit Agreement (the "Agreement") dated as of _____ __December 9, 2000 1999 between Morgan Stanley Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereixxxxxx hereinafter "XXXXMSCS") and State Street Bank and Trust Company of Connecticut, National AssociationCompany, as Subordination Agent, as agent and trustee for the US Airways Northwest Airlines Pass Through Trust 20001999-3C ("Counterparty"), Morgan Stanley Dean Witter Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware corporation (hereinaftxx hereinafter "XXDXMSDW"), xxxxxx xxxxxxxably hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreementperiod. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MSDW at its address set forth in the signature block of this Guarantee (or to such other address as MSDW may specify in writing), MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed ; provided that the obligations of MSCS under the Agreement to make Advances (as defined delay by Counterparty in the Agreement) are, and giving such demand shall in any event, for all purposes of the no event affect MSDW's obligations under this Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwiseotherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof hereof, which representations will be deemed to be repeated by MSDW on each date on which a Transaction is entered into, that:

Ladies and Gentlemen. In consideration of the Revolving Credit Agreement Vornado Realty Trust, a Maryland real estate investment trust (the "Agreement") dated as of _____ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("CounterpartyCompany"), Morgan Stanley Dean Witter & Co.proposes, a Delaware corporation subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .......... , 1997 (hereinaftxx the "XXDXUnderwriting Agreement"), xxxxxx xxxxxxxably between the Company on the one hand and unconditionally guarantees Goldxxx, Xxchs & Co. on the other hand, to Counterpartyissue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule II hereto (the "Designated Shares" [consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase]). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, with effect from and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Agreement, Underwriting Agreement in relation to the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances Prospectus (as defined in the Agreement) aretherein defined), and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional also a representation and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty warranty as of the date hereof that:of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at 24 the purchase price to the Underwriters set forth in Schedule II hereto, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto [and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.]

Ladies and Gentlemen. In consideration of the Revolving Credit Agreement Invacare Corporation (the "AgreementBorrower") dated as of _____ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation has requested senior credit facilities (hereixxxxxx the "XXXXFacilities") and State Street Bank and Trust Company to be provided to the Borrower in the aggregate principal amount of Connecticut, National Association, as Subordination Agent, as agent and trustee for $200,000,000 (the US Airways Pass Through Trust 2000-3C "Aggregate Commitment") to finance the acquisition (the "Acquisition") of all of the stock of a public company previously identified by the Borrower to us (the "Seller"). The Acquisition will be accomplished through a cash tender offer (the "Tender Offer") by a wholly owned subsidiary of the Borrower ("CounterpartyAcquisitionCo"), Morgan Stanley Dean Witter & Co., ) for not less than a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date majority of the Agreement, shares of the due Seller (on a fully diluted basis). The Tender Offer will be in an aggregate amount consistent with the total cost of the Acquisition previously disclosed by the Borrower to us and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance consistent with the terms previously disclosed to us. The commitment of NBD (the "Agent") hereunder is contingent upon the consummation of the Agreement Acquisition and giving effect the Tender Offer upon terms and conditions reasonably satisfactory to any applicable grace period under the express terms Agent, the Agent's satisfactory review of all agreements and documents executed or filed in connection therewith, the Acquisition and the Tender Offer, the structure of the Agreement. Upon failure Borrower and AcquisitionCo and its other subsidiaries before and after the Acquisition, and the legal, accounting and tax aspects of MSCS punctually the Acquisition and the Tender Offer being satisfactory to pay Agent and Arranger and its counsel, the total amounts of the Facilities or any such amountsother funds of the Borrower which are being used to consummate the Acquisition, MSDW agrees directly or indirectly, being consistent with the amounts previously disclosed by the Borrower to pay or cause the Agent and Arranger, the Borrower amending the covenants, pricing and other appropriate terms in its other credit facilities with the Agent, in a manner satisfactory to be paid such amounts. It is understood and agreed that the obligations of MSCS under Agent, to those described in the Agreement to make Advances attached Term Sheet (as defined below) and the other terms and conditions set forth in this letter and the Agreement) are, attached Term Sheet. The Term Sheet and shall in any event, for this Commitment Letter are intended as an outline only and do not purport to summarize all purposes of the Guaranteeterms, conditions, covenants, representations, warranties and other provisions which will be deemed to constitute, amounts payable by MSCS under contained in definitive legal documentation for the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment transaction which is the subject of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:this Commitment Letter.

Ladies and Gentlemen. In consideration of [SERVICER] (the Revolving Credit “Servicer”) is servicing certain mortgage assets sold by Seller to Buyer pursuant to the Master Repurchase Agreement (the "Agreement"“Purchased Assets”) pursuant to a servicing agreement dated as of _____ __December [ ], 2000 2013 between Morgan Stanley Capital Services Inc.Servicer and Seller (the “Servicing Agreement”). Servicer is hereby notified that, pursuant to the Master Repurchase Agreement, Seller has sold the Purchased Assets to Buyer on a Delaware corporation servicing-released basis, and has granted a security interest to Buyer in the Purchased Assets. In accordance with Seller’s requirements under the Master Repurchase Agreement, Seller hereby notifies and instructs Servicer, and Servicer hereby agrees that Servicer shall (hereixxxxxx "XXXX"a) and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date segregate all amounts collected on account of the AgreementPurchased Assets, (b) hold the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payablePurchased Assets in trust for Buyer, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, (c) in accordance with the terms of the Agreement and giving effect Servicing Agreement, remit all such income to any applicable grace period the Depository Account at [PNC Bank, National Association], ABA # 000000000, Account # [ ]. Upon receipt of a notice of Event of Default under the express terms Master Repurchase Agreement from Buyer, Servicer shall only follow the instructions of Buyer with respect to the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) arePurchased Assets, and shall in deliver to Buyer any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty information with respect to the Purchased Assets reasonably requested by Buyer. Notwithstanding any provisions thereof; contrary information or direction that may be delivered to Servicer by Sellers, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Sellers shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the absence delivery of such information or notice of Event of Default, absent a Seller’s willful misconduct, gross negligence or fraud. Servicer hereby agrees that, notwithstanding any provision to the contrary in the Servicing Agreement or in any other agreement which exists between Servicer and Seller in respect of any action Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce be a judgment against MSCS third-party beneficiary under the Servicing Agreement; , (iii) Buyer has all rights with respect to the Purchased Asset and the servicing thereof, and (iv) Buyer may terminate the Servicing Agreement and any other such agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any similar circumstance which might otherwise constitute a legal or equitable discharge or defense and all fees required to terminate the Servicing Agreement and any other such agreement and to effectuate the transfer of a guarantor generallyservicing to the designee of Buyer in accordance with this Servicer Notice. MSDW [Servicer hereby waives diligencefurther acknowledges and agrees that (i) the Servicing Agreement, presentmenttogether with Seller’s rights thereunder, demand on MSDW or MSCS for payment or otherwisehas been assigned to Buyer pursuant to the Master Repurchase Agreement, filing and Servicer consents to such assignment, (ii) Buyer shall have no obligations, nor liability to Servicer, under the Servicing Agreement (including, without limitation, any indemnification of claims, requirement of a prior proceeding against MSCS and protest or notice, except as Servicer provided for in the Agreement Servicing Agreement), (iii) Buyer shall have the right to consent to any proposed actions to be taken with respect to amounts payable the Purchased Assets, and (iv) Servicer shall not modify, amend or terminate the Servicing Agreement without the prior written consent of Buyer.] No provision of this letter or any Servicing Agreement may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by MSCSsigning in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. If at any time payment under Any notices to Buyer should be delivered to the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvencyfollowing address: JPMorgan Chase Bank, bankruptcy or reorganization of MSCS or MSDW or otherwiseNational Association, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Ms. Xxxxx S Alto, Fax: (000) 000-0000. MSDW represents to Counterparty Very truly yours, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: Name: Title: ACKNOWLEDGED AND AGREED TO: [ ] By: Name: Title: [SERVICER] By: Name: Title: EXHIBIT XIV FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, National Association 0 Xxx Xxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx X. Alto Re: Master Repurchase Agreement, dated as of December 20, 2013 by and between JPMorgan Chase Bank, National Association (“Buyer”) and Parlex 4 UK Xxxxx, LLC and Parlex 4 Finance, LLC (“Sellers”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the date hereof that:“Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement).

Ladies and Gentlemen. In consideration At your request, we are rendering this opinion in connection with the proposed issuance of the Revolving Credit Agreement an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "AgreementCommon Stock") dated as of _____ __ScanSoft, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx the "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("CounterpartyCompany"), Morgan Stanley Dean Witter & Co.issuable upon the exercise of options granted under the ScanSoft, a Delaware corporation Inc. 2000 Stock Plan, the ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (hereinaftxx together the "XXDXPlans"). We have examined instruments, xxxxxx xxxxxxxably documents, and unconditionally guarantees records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to Counterpartythe originals of all documents submitted to us as copies; and (c) the truth, with effect from the date accuracy and completeness of the Agreementinformation, representations and warranties contained in the due records, documents, instruments and punctual payment certificates we have reviewed. Based on such examination, we are of all amounts payable the opinion that the 5,500,000 shares of Common Stock to be issued by MSCS under the Agreement Company pursuant to the Plans are validly authorized shares of Common Stock and, when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, issued in accordance with the terms provisions of the Agreement Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in said Registration Statement. In giving effect to any applicable grace period under such consent, we do not consider that we are "experts" within the express terms meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Agreement. Upon failure of MSCS punctually to pay any such amountsSecurities and Exchange Commission issued thereunder, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or part of the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligenceRegistration Statement, presentment, demand on MSDW or MSCS for payment including this opinion as an exhibit or otherwise. Very truly yours, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:/s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporation

Ladies and Gentlemen. In consideration of The Seller has entered into a Repurchase Agreement pursuant to which the Revolving Credit Agreement Purchaser may from time to time purchase Eligible Assets (the "AgreementPurchased Assets") dated as secured by, among other things, the payments made by mortgagors on account of _____ __Purchased Assets sold to Purchaser under the Repurchase Agreement. As a requirement of such transactions, 2000 between Morgan Stanley Capital Services Inc.all such payments are required to be forwarded to the Collection Account identified below within two (2) Business Days of receipt. The Seller has established a collection account, a Delaware corporation Account No. 2000014831425, for the account of the Purchaser, with the Bank, ABA # 053110303 (hereixxxxxx the "XXXXCollection Account") that the Bank maintains in the xxxx xx, and State Street in trust for, the Purchaser. The Seller has granted to the Purchaser a security interest in the Collection Account and all payments deposited in the Collection Account with respect to the Purchased Assets sold to the Purchaser under the Repurchase Agreement. In the event the Bank receives notice from the Purchaser that a Termination Event has occurred and Trust Company is continuing under the Repurchase Agreement (a "Notice of ConnecticutEvent of Default") from the Purchaser, National Associationthe Bank shall in no event (a) transfer funds from the Collection Account to the Seller or any other Person other than pursuant to the Purchaser's direction, as Subordination Agent(b) act on the instruction of the Seller or any Person other than the Purchaser or (c) cause or permit withdrawals from the Collection Account in any manner not approved by the Purchaser in writing. The Bank hereby waives any right that the Bank may now or hereafter have to a security interest, as agent bank's or other possessory Liens, rights to offset or other claims against the funds in the Collection Account. In addition, the Bank acknowledges that (a) the Seller has granted to the Purchaser a security interest in all of the Seller's right, title and trustee interest in and to any funds from time to time on deposit in the Collection Account with respect to the Purchased Items sold to the Purchaser under the Repurchase Agreement, (b) that such funds are received by the Bank in trust for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date benefit of the AgreementPurchaser and, except as provided below, are for application against the due Seller's obligations to the Purchaser, and punctual payment (c) that the Bank shall comply with the Purchaser's instructions regarding the disposition of all amounts payable by MSCS under funds in the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, Collection Account in accordance with the terms Purchaser's instructions, without the consent of the Agreement Seller until the Bank receives notice from the Purchaser that it has released its Lien on the Collection Account and giving effect to any applicable grace period under all funds deposited therein. Funds in the express terms Collection Account may be invested by the Bank at the direction of the AgreementPurchaser in Permitted Investments. Upon failure Until the Purchaser's Lien is terminated and released, the Seller shall have no rights in, no rights of MSCS punctually withdrawal from and no rights to pay any such amountsgive notices or instructions regarding the disposition of funds in, MSDW agrees to pay or cause to the Collection Account (regardless of whether a Termination Event has occurred). This Account Agreement shall be paid such amounts. It is understood governed by and agreed that construed in accordance with the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes laws of the Guarantee, be deemed State of New York (without regard to constitute, amounts payable by MSCS under the Agreementconflicts of laws provisions thereof). MSDW hereby agrees that its obligations hereunder All bank statements in respect to the Collection Account shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as sent to the Agreement's validityPurchaser at: Wachovia Bank, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment National Association One Wachovia Center, Mail Code: NC0166 301 South College Street Charlotte, North Carolina 00000 Xxxxxxxxx: Xxxxxxxx Xxxxxxx Xxxil: Marianne.Hickman@wachoxxx.xxx xxxx xopies to the Agreement; or any waiver or consent Seller at: Arbor Realty Funding LLC c/o Arbor Commercial Mortgage LLC 333 Earle Ovington Boulevard Uniondale, New York 00000 Xxxxxxxxx: Guy Milone, Esq. Email: guy.milone@thearbornet.xxx Kindly acknowledge your agreemexx xxxx xxx xxxxx xx xxxx agreement by Counterparty with respect signing the enclosed copy of this letter and returning it to any provisions thereof; or the absence of any action to enforce undersigned. Very truly yours, WACHOVIA BANK, NATIONAL ASSOCIATION By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- Agreed and acknowledged: ARBOR REALTY FUNDING LLC, as the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligenceSeller By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Exhibit V, presentmentPage 4 Agreed and acknowledged: WACHOVIA BANK, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:NATIONAL ASSOCIATION By: ----------------------------- Name: --------------------------- Title: -------------------------- FORM OF PERFECTION CERTIFICATE OF ARBOR REALTY FUNDING LLC (THE "SELLER")

Ladies and Gentlemen. In consideration Pursuant to the Repurchase Agreement, Seller hereby requests that Buyer enter into a Transaction to purchase the Eligible Assets listed below on the Asset Schedule attached hereto as Annex 1 in accordance with the Repurchase Agreement. Purchase Date: Eligible Asset: Asset Type: Original Principal Amount of the Revolving Credit Agreement (the "Agreement") dated as of Purchased Asset: Purchase Price Percentage: Purchase Price: Initial Benchmark: [Term SOFR] Benchmark Floor: Pricing Spread: Upfront Fee: Requested Wire Amount: $[_____ __], 2000 between Morgan Stanley Capital Services Inc.netting out the Upfront Fee and the expenses Table-Funded Asset: Seller’s Wiring Instructions Additional terms as required: Exh. A-1 In connection with this Transaction Request and Confirmation, a Delaware corporation the undersigned hereby certifies that: (hereixxxxxx "XXXX"i) each of the Transaction conditions precedent set forth in Section 3 of the Repurchase Agreement has been satisfied as of the date hereof, or will be satisfied on the proposed Purchase Date (other than the conditions precedent set forth in clauses (i), (viii), (xi) and State Street Bank and Trust Company (xiii) of Connecticut, National Association, Section 3(b) of the Repurchase Agreement); (ii) attached hereto as Subordination Agent, as agent and trustee Annex 1 is the Asset Schedule for the US Airways Pass Through Trust 2000-3C Eligible Asset, ("Counterparty")iii) the Summary Diligence Materials relating to the Eligible Asset have been delivered to Buyer in accordance with the Repurchase Agreement, Morgan Stanley Dean Witter & Co., a Delaware corporation and (hereinaftxx "XXDX"), xxxxxx xxxxxxxably iv) attached hereto as Annex 3 are exceptions to the representations and unconditionally guarantees to Counterparty, with effect from the date warranties set forth in Schedule 1 of the Agreement, Repurchase Agreement for the due Eligible Asset. Seller hereby acknowledges that this Transaction Request and punctual payment of all amounts payable by MSCS under Confirmation shall not be binding upon Buyer unless and until Buyer has countersigned this Transaction Request and Confirmation and delivered it to Seller. Buyer confirms its agreement to enter into a Transaction to purchase the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, Eligible Assets which are Purchased Assets listed in Annex 1 hereto in accordance with the terms listed in this Transaction Request and Confirmation, pursuant to the Repurchase Agreement. All capitalized terms used herein but not otherwise defined shall have the meanings specified in the Repurchase Agreement. The Repurchase Agreement is incorporated by reference into this Transaction Request and Confirmation, and is made a part hereof as if it were fully set forth herein and as evidenced hereby until all amounts due in connection with this Transaction are paid in full. FS CREIT FINANCE BMO-1 LLC By: Name: Title: Buyer hereby agrees to purchase the Eligible Assets set forth in this Transaction Request and Confirmation pursuant to the provisions of the Repurchase Agreement and giving effect the terms hereof. With respect to the representations and warranties of Seller made pursuant to Section 12 of the Repurchase Agreement and Schedule 1 thereto, Buyer hereby acknowledges and consents to the exceptions to such representations and warranties, if any. Agreed and Accepted: BANK OF MONTREAL By: Name: Title: By: Name: Title: Annex 1 to Exhibit A ASSET SCHEDULE2 [To be Provided] 2 Any Asset Schedule attached electronically to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood Transaction Request and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder Confirmation shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim attached as a “pdf” file Annex 1 to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS Exh. A Annex 2 to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof thatExhibit A SUMMARY DUE DILIGENCE MATERIALS For Commercial Mortgage Loans:

Ladies and Gentlemen. In consideration Subject to the terms and conditions of the Revolving Credit Agreement Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Series A Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Series A Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Series A Notes with full power of substitution to (i) deliver certificates for such Series A Notes to the Company, or transfer ownership of such Series A Notes on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and (ii) present such Series A Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B NOTES ACQUIRED IN EXCHANGE FOR SERIES A NOTES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B NOTES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B NOTES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Notes. If the undersigned is a broker-dealer that will receive Series B Notes, it represents that the Series A Notes to be exchanged for Series B Notes were acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Series B Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B NOTES RECEIVED IN EXCHANGE FOR SERIES A NOTES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Series A Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Series A Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Series A Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Series A Notes pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Series A Notes tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and any certificates for Series A Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "AgreementSpecial Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Notes from the name of the registered holder(s) dated as thereof if the Company does not accept for exchange any of the Series A Notes so tendered. Holders of Series A Notes who wish to tender their Series A Notes and (i) whose Series A Notes are not immediately available, or (ii) who cannot deliver their Series A Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". See Instruction 1 regarding the completion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A NOTES ARE BEING PHYSICALLY TENDERED HEREBY X __________________________________________ ________ DATE X __________________________________________ ________ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: _________________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A NOTES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A NOTES OR, 2000 between Morgan Stanley Capital Services Inc.IF THE SERIES A NOTES ARE TENDERED BY A PARTICIPANT IN DTC, a Delaware corporation (hereixxxxxx "XXXX"AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A NOTES, OR BY PERSON(S) and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), Morgan Stanley Dean Witter & Co.A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, a Delaware corporation THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (hereinaftxx "XXDX")i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS WAIVED BY THE COMPANY, xxxxxx xxxxxxxably and unconditionally guarantees to CounterpartySUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: ____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (IF REQUIRED BY INSTRUCTION 4) ____________________________________________________________________ (AUTHORIZED SIGNATURE) ____________________________________________________________________ (TITLE) ____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. In consideration Subject to the terms and conditions of the Revolving Credit Agreement (Exchange Offer, the "Agreement") dated as undersigned hereby tenders to the Company the shares of _____ __Preferred Stock indicated above. Subject to and effective upon the acceptance for exchange of the shares of Preferred Stock tendered in accordance with this Letter of Transmittal, 2000 between Morgan Stanley Capital Services Inc.the undersigned sells, a Delaware corporation (hereixxxxxx "XXXX") assigns and State Street Bank transfers to, or upon the order of, the Company all right, title and Trust Company of Connecticut, National Association, as Subordination Agent, as interest in and to the Preferred Stock tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and trustee for attorney-in-fact (with full knowledge that the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from Exchange Agent also acts as the date agent of the AgreementCompany) with respect to the tendered Preferred Stock with full power of substitution to (i) deliver certificates for such Preferred Stock to the Company, or transfer ownership of such Preferred Stock on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the due Company; and punctual payment (ii) present such Preferred Stock for transfer on the books of the Company and receive all amounts payable by MSCS under the Agreement when the same shall become due benefits and payableotherwise exercise all rights of beneficial ownership of such Preferred Stock, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, all in accordance with the terms of the Agreement Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and giving effect coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any applicable grace period under adverse claim, when the express terms same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Preferred Stock. If the undersigned is a broker-dealer that will receive Exchange Preferred Stock, it represents that, except to the extent indicated at the bottom of the Agreement. Upon failure of MSCS punctually to pay any such amountspreceding page, MSDW agrees to pay or cause the Preferred Stock to be paid such amounts. It is understood exchanged for Exchange Preferred Stock was acquired as a result of market-making activities or other trading activities and agreed that not acquired directly from the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) areCompany, and shall it acknowledges that it will deliver a prospectus in connection with any eventresale of such Exchange Preferred Stock; however, for all by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Preferred Stock tendered hereby. For purposes of the GuaranteeExchange Offer, the Company shall be deemed to constitutehave accepted validly tendered Preferred Stock when, amounts payable by MSCS under as and if the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as Company has given oral or written notice thereof to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or Exchange Agent. If any change in or amendment tendered Preferred Stock is not accepted for exchange pursuant to the Agreement; or Exchange Offer for any waiver or consent by Counterparty reason, certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to any provisions thereof; tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the absence Expiration Date. All authority conferred or agreed to be conferred by this Letter of any action Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Preferred Stock pursuant to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS procedures described under the Agreement; or any similar circumstance which might otherwise caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a legal binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and return any Preferred Stock not tendered or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligencenot exchanged, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, by credit to amounts payable by MSCSthe undersigned's account at DTC). If Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at any time payment under the Agreement address shown below the undersigned's signature(s), unless, in either event, tender is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterpartythrough DTC. MSDW represents to Counterparty as of In the date hereof that:event that both "Special Payment Instructions" and

Ladies and Gentlemen. In consideration Subject to the terms and conditions of the Revolving Credit Agreement (Exchange Offer, the "Agreement") dated as undersigned hereby tenders to the Company the shares of _____ __Preferred Stock indicated above. Subject to and effective upon the acceptance for exchange of the shares of Preferred Stock tendered in accordance with this Letter of Transmittal, 2000 between Morgan Stanley Capital Services Inc.the undersigned sells, a Delaware corporation (hereixxxxxx "XXXX") assigns and State Street Bank transfers to, or upon the order of, the Company all right, title and Trust Company of Connecticut, National Association, as Subordination Agent, as interest in and to the Preferred Stock tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and trustee for attorney-in-fact (with full knowledge that the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from Exchange Agent also acts as the date agent of the AgreementCompany) with respect to the tendered Preferred Stock with full power of substitution to (i) deliver certificates for such Preferred Stock to the Company, or transfer ownership of such Preferred Stock on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the due Company; and punctual payment (ii) present such Preferred Stock for transfer on the books of the Company and receive all amounts payable by MSCS under the Agreement when the same shall become due benefits and payableotherwise exercise all rights of beneficial ownership of such Preferred Stock, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, all in accordance with the terms of the Agreement Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and giving effect coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any applicable grace period under adverse claim, when the express terms same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Preferred Stock. If the undersigned is a broker-dealer that will receive Exchange Preferred Stock, it represents that, except to the extent indicated at the bottom of the Agreement. Upon failure of MSCS punctually to pay any such amountspreceding page, MSDW agrees to pay or cause the Preferred Stock to be paid such amounts. It is understood exchanged for Exchange Preferred Stock was acquired as a result of market-making activities or other trading activities and agreed that not acquired directly from the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) areCompany, and shall it acknowledges that it will deliver a prospectus in connection with any eventresale of such Exchange Preferred Stock; however, for all by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Preferred Stock tendered hereby. For purposes of the GuaranteeExchange Offer, the Company shall be deemed to constitutehave accepted validly tendered Preferred Stock when, amounts payable by MSCS under as and if the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as Company has given oral or written notice thereof to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or Exchange Agent. If any change in or amendment tendered Preferred Stock is not accepted for exchange pursuant to the Agreement; or Exchange Offer for any waiver or consent by Counterparty reason, certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to any provisions thereof; tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the absence Expiration Date. All authority conferred or agreed to be conferred by this Letter of any action Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Preferred Stock pursuant to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS procedures described under the Agreement; or any similar circumstance which might otherwise caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a legal binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and return any Preferred Stock not tendered or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligencenot exchanged, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, by credit to amounts payable by MSCSthe undersigned's account at DTC). If Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at any time payment under the Agreement address shown below the undersigned's signature(s), unless, in either event, tender is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterpartythrough DTC. MSDW represents to Counterparty as of In the date hereof that:event that both "Special Payment Instructions" and

Ladies and Gentlemen. In consideration order to induce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into that certain Stockholders Agreement by and among Investor, Yale University, The Vanderbilt University, Carnegie Corporation of New York, Gloster III, LLC, The Board of Trustees of the Revolving Credit Agreement (Xxxxxx Xxxxxxxx Junior University, The Xxxxxxx and Xxxxx Xxxxxxx Foundation, The Trustees of the "Agreement") University of Pennsylvania, The Regents of the University of Michigan, Xxxxxx X. and Xxxxx X. Xxxxx Foundation, Xxxxxx Ventures, Makena Capital Holdings Prime, L.P, Clarendon Investment Partners II, LP and The Xxxx Family Trust, dated as of May 15, 2007 (as the same may be further modified, amended, or restated from time to time, the "Stockholders Agreement"; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) pursuant to which we have (i) purchased shares of stock in Investor, which is a member in Borrower and (ii) committed to make cash contributions of capital ("Capital Contributions") to Investor on the terms and subject to the conditions set forth in the Stockholders Agreement in the aggregate amount of $[ ] (our "Capital Commitment"), which Capital Contributions are to be contributed by Investor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[_____ __________] of our Capital Commitment has been called, $____________, 2000 between Morgan Stanley of our Capital Services Inc.Commitment remains to be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Investor or Administrative Agent a Delaware corporation certificate setting forth the remaining amount of our Capital Commitment which we are obligated to fund (hereixxxxxx the "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("CounterpartyUnfunded Capital Commitment"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably . We hereby acknowledge and unconditionally guarantees agree that under the terms of and subject to Counterparty, with effect from the date of conditions set forth in the Stockholders Agreement, the due we are and punctual payment shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, calls for Capital Contributions duly made in accordance with the terms of the Stockholders Agreement (including, without limitation, subsequent calls for Capital Contributions made in connection with a shortfall in funds available to Borrower as a result of the failure of any other Stockholder or Managing Member to advance funds with respect to a call for Capital Contributions duly made). In addition, we hereby acknowledge and giving effect confirm to any applicable grace period Administrative Agent, Lenders, Managing Member and Investor that we will make Capital Contributions to the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations under the express Credit Agreement, whether such Capital Contributions are called by Managing Member, Investor or Administrative Agent for such purpose on behalf of Managing Member and Investor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Investor) without, defense, counterclaim or offset of any kind, including without limitation any defense under Section 365 of the U.S. Bankruptcy Code, all of which we hereby waive. Notwithstanding anything to the contrary in the Stockholders Agreement or Operating Agreement, we hereby acknowledge and agree that (i) our obligation to fund our Unfunded Capital Commitment as and when requested by Administrative Agent is unconditional and (ii) Administrative Agent shall not be required to state any specific purpose or use of funds, deliver any supporting documentation whatsoever or comply with any formalities when making a Drawdown on our Unfunded Capital Commitment, except that such Drawdown must be made in writing. We hereby (i) acknowledge that Borrower, Managing Member and Investor, pursuant to the terms of the Agreement. Upon failure Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of MSCS punctually Lenders of (i) our Capital Contributions; and the right to pay issue Drawdown Notices and call and receive all payments of all or any such amounts, MSDW agrees portion of our Unfunded Capital Commitment under the Stockholders Agreement to pay or cause to be paid such amounts. It is understood secure all loans and agreed that other extensions of credit made under the Credit Facility and all other obligations of MSCS Borrower under the Credit Agreement to make Advances and the other an Documents (as defined in the Credit Agreement), (ii) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees represent that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof hereof, (A) to the best of our knowledge there is no default or circumstance which with the passage of time and/or the giving of notice would constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement has not been modified or amended except for the amendment referred to above and is in full force and effect and enforceable against the undersigned in accordance with its terms and (C) we do not have any right of offset against, or reduction to, our obligation to fund our Unfunded Capital Commitment, (iii) acknowledge that for so long as the Credit Facility is in place we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement or the Operating Agreement relating to the Capital Commitments, the making of Capital Contributions or the incurrence of indebtedness or any other provisions that would adversely affect the rights of Administrative Agent or Lenders without your prior written consent and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement will be made by wire transfer to the following account opened and maintained by Borrower with the Administrative Agent (the "Collateral Account") which Borrower has also pledged as security for the Obligations (as such term is defined in the Credit Agreement): Bank: Bank of America, N.A. Account Number: 1233060441 ABA Number: 000-000-000 Reference: Acadia Strategic Opportunity Fund III LLC Collateral Account Contact Person: Xx. Xxxxx Xxxxxxx [Add to Yale and Gloster acknowledgments: The language/side letter/guarantees from the Acadia II transaction.] We hereby acknowledge that for so long as the Credit Agreement is in effect, we are obligated, under the terms and subject to the limitations and conditions set forth in the Stockholders Agreement, to honor any Drawdown Notice delivered to us in the name of the Administrative Agent on behalf of Lenders, without setoff, counterclaim or defense by funding the applicable portion of our Capital Commitment into the Collateral Account, provided such Drawdown Notice is delivered for the purpose of paying due and payable obligations of the Borrower to Lenders under the Credit Facility and states on its face that it is delivered for such purpose. We understand that Lenders and Administrative Agent will be relying upon the statements and agreements made herein in connection with making the Credit Facility available to Borrower and, accordingly hereby acknowledge that Capital Contributions we make under the Stockholders Agreement will not satisfy our obligation to fund our Capital Commitment unless such Capital Contributions are paid into the above account (unless we are otherwise instructed by Administrative Agent as described above). We hereby acknowledge that the terms of the Credit Agreement and of each other Loan Document (as defined therein) can be modified without further notice to us or our consent. In addition, we understand that the Credit Agreement and this Investor Letter shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Letter will remain in effect until we are notified jointly by Administrative Agent and Managing Member that the Credit Facility has been terminated. We also acknowledge and confirm that (a) we understand that Lenders have not been involved in the organization of Investor or offering of Investor's equity interests, or made any representation in connection therewith, (b) we are not relying on Lenders in any way in connection with our investment in Investor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Investor or any other Person. For governmental entity Investors: [We represent and warrant that:: (i) we are subject to commercial law with respect to our obligations under the Stockholders Agreement and this Investor Letter; (ii) the making and performance of the Stockholders Agreement and this Investor Letter constitute private and commercial acts rather than governmental or public acts, and that neither we nor any of our properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to our obligations under the Stockholders Agreement and this Investor Letter. To the extent that we may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to the Stockholders Agreement, or this Investor Letter to claim any such immunity, and to the extent that in any such jurisdiction there may be attributed to us such an immunity (whether or not claimed), we hereby irrevocably agree not to claim and hereby irrevocably waive such immunity to the fullest extent permitted by applicable law.]

Ladies and Gentlemen. In consideration Subject to the terms and conditions of the Revolving Credit Agreement Exchange Offer, the undersigned hereby tenders to the Company the principal amount at maturity of Series A Debentures indicated above. Subject to and effective upon the acceptance for exchange of the principal amount at maturity of Series A Debentures tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Debentures tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney- in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Series A Debentures with full power of substitution to (i) deliver certificates for such Series A Debentures to the Company, or transfer ownership of such Series A Debentures on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and (ii) present such Series A Debentures for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Debentures, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Debentures tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B DEBENTURES ACQUIRED IN EXCHANGE FOR SERIES A DEBENTURES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B DEBENTURES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B DEBENTURES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Debentures. If the undersigned is a broker-dealer that will receive Series B Debentures, it represents that, except to the extent indicated at the bottom of the preceding page, the Series A Debentures to be exchanged for Series B Debentures were acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Series B Debentures; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B DEBENTURES RECEIVED IN EXCHANGE FOR SERIES A DEBENTURES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Series A Debentures tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Debentures when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Series A Debentures are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Series A Debentures will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Series A Debentures pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and return any Series A Debentures not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Series A Debentures tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and any certificates for Series A Debentures not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and return any Series A Debentures not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "AgreementSpecial Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Debentures from the name of the registered holder(s) dated as thereof if the Company does not accept for exchange any of the Series A Debentures so tendered. Holders of Series A Debentures who wish to tender their Series A Debentures and (i) whose Series A Debentures are not immediately available, or (ii) who cannot deliver their Series A Debentures, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Debentures according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". See Instruction 1 regarding the completion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A DEBENTURES ARE BEING PHYSICALLY TENDERED HEREBY X ------------------------------------------- ------------ DATE X ------------------------------------------- ------------ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: __________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A DEBENTURES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A DEBENTURES OR, IF THE SERIES A DEBENTURES ARE TENDERED BY A PARTICIPANT IN DTC, AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A DEBENTURES, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A DEBENTURES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (I) SET FORTH HIS OR HER FULL TITLE BELOW AND (II) UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: ____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (IF REQUIRED BY INSTRUCTION 4) _____________________________________________________________________ (AUTHORIZED SIGNATURE) _____________________________________________________________________ (TITLE) _____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. In consideration The Borrower hereby refers to the Credit Agreement and requests that the Lender consent to an increase in the aggregate Commitments (the “Commitment Amount Increase”), in accordance with Section 1.8 of the Revolving Credit Agreement, to be effected by an increase in the Commitment of the Lender. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. The Commitment Amount Increase shall be in the amount of $___________. After giving effect to such Commitment Amount Increase, the Commitment of the Lender shall be $_____________. THIS COMMITMENT AMOUNT INCREASE REQUEST SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. The Commitment Amount Increase shall be effective when the executed consent of the Lender is received or otherwise in accordance with Section 1.8 of the Credit Agreement, but not in any case prior to ___________________, ____. It shall be a condition to the effectiveness of the Commitment Amount Increase that all expenses referred to in Section 1.8 of the Credit Agreement shall have been paid. The Borrower hereby certifies that (a) no Default or Event of Default has occurred and is continuing and (b) each of the "Agreement"representations and warranties set forth in the Credit Agreement and in the other Loan Documents are and remain true and correct in all material respects on the effective date of this Commitment Amount Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) dated as of such earlier date. Please indicate the Lender’s consent to such Commitment Amount Increase by signing the enclosed copy of this letter in the space provided below. Very truly yours, ALPHA CORE STRATEGIES FUND By: Name: Title: The undersigned hereby consents on this __ day of _____ _________, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation to the above-requested Commitment Amount Increase. BANK OF MONTREAL (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National AssociationCHICAGO BRANCH), as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"Lender By: Name: Title: SCHEDULE I COVENANT REQUIREMENTS BORROWER MINIMUM NUMBER OF INVESTMENT MANAGERS 7.21(A) MAXIMUM ALLOCATION 7.21(B) MAXIMUM ALLOCATION 7.21(C) MINIMUM REDEEMABLE AMOUNT 7.21(D), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:

Ladies and Gentlemen. In consideration We understand that the Grantor has entered into the Security Agreement and granted you a security interest in, among other property, all Inventory under the terms thereof. Certain of the Revolving Inventory is manufactured and/or sold pursuant to, or with the use of, Intellectual Property that is owned or licensed by one or more of the undersigned (the “Subsidiaries”) and further licensed or sublicensed to the Grantor (all Intellectual Property owned by a Subsidiary and required for the manufacture, sale or other disposition of the Inventory, herein the “Subsidiary Intellectual Property”) Each Subsidiary also understands that Bank is relying upon the execution and delivery of this letter agreement (the “Agreement”) by the Subsidiaries and the undertakings of each Subsidiary hereunder in making extensions of credit to the Grantor secured by the Security Agreement and further recognizes that the execution and delivery of this Agreement is a material inducement to the Bank in entering into the Credit Agreement and continuing to extend credit thereunder. Each Subsidiary acknowledges that there are no conditions to the full effectiveness of this Agreement. In order to induce the Bank to extend credit to the Grantor under the Credit Agreement, each Subsidiary grants to the Bank a worldwide, limited, non-exclusive, royalty-free, fully paid-up license and right to use such Subsidiary’s Subsidiary Intellectual Property to liquidate the Inventory, until such time as all said Inventory has been fully sold or otherwise disposed of by the Bank in accordance with and pursuant to the Security Agreement. The foregoing license shall terminate once all the Obligations have been paid in full (the "Agreement") dated other than contingent Obligations for which no claim has been made as of _____ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date of termination). Each Subsidiary represents and warrants to the AgreementBank that (a) its execution, delivery and performance of this Agreement has been duly authorized by all necessary action on its part and does not and will not: (1) violate any provision of law applicable to such Subsidiary, the certificate of incorporation, bylaws, partnership agreement, membership agreement, or other applicable governing document of such Subsidiary or any order, judgment, or decree of any court or agency of government binding upon such Subsidiary; (2) conflict with, result in a breach of or constitute (with due and punctual payment notice or lapse of all amounts payable by MSCS time or both) a default under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances Indenture (as defined in the Credit Agreement) areor any other material contractual obligation of such Subsidiary; or (3) require any approval or consent of any party under any material contractual obligation of such Subsidiary; and (b) this Agreement constitutes such Subsidiary’s valid and binding agreement, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability. Letter Agreement (Second Lien License), Page 1 This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic communication), and all of said counterparts taken together shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by MSCS under the telecopy or other electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH SUBSIDIARY HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH SUBSIDIARY AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. This Agreement embodies the final, entire agreement among the parties hereto and will supersedes any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to this Agreement, and may not be discharged except contradicted or varied by complete payment evidence of prior, contemporaneous or subsequent oral agreements or discussions of the amounts payable under parties hereto. Each Subsidiary waives notice of the Bank’s acceptance of this Agreement. Letter Agreement (Second Lien License), irrespective Page 2 Very truly yours, DF ENTERPRISES, INC. FD MANAGEMENT, INC. XXXXXXXXX XXXXX INTERNATIONAL HOLDING, INC. XXXXXXXXX XXXXX (FINANCING), INC. XXXXXXXXX XXXXX TRAVEL RETAIL, INC. RDEN MANAGEMENT, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, Vice President of any claim as each Subsidiary Accepted and agreed to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:first written above JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx, Authorized Officer

Ladies and Gentlemen. In consideration of the Revolving Credit Agreement Meridian Industrial Trust, Inc., a Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement") , dated as of _____ ________, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation 19__ (hereixxxxxx the "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("CounterpartyUnderwriting Agreement"), Morgan Stanley Dean Witter between the Company on the one hand and Xxxxxxx, Sachs & Co., Prudential Securities Incorporated, X.X. Xxxxxxx & Sons, Inc., Xxxx Xxxxx Xxxx Xxxxxx Incorporated and PaineWebber Incorporated on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule II hereto (the "Designated Shares" consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a Delaware corporation (hereinaftxx "XXDX")part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, xxxxxx xxxxxxxably except that each representation and unconditionally guarantees warranty which refers to Counterparty, with effect from the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the due aggregate number of Optional Shares to be purchased and punctual payment the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of all amounts payable by MSCS under Delivery or, unless the Agreement when Representatives and the same shall become due and payableCompany otherwise agree in writing, whether on scheduled payment dates, upon demand, upon declaration no earlier than two or later than ten business days after the date of termination or otherwise, such notice. If the foregoing is in accordance with your understanding, please sign and return to us [one for the terms Company and one for each of the Agreement Representatives plus one for each counsel] counterparts hereof, and giving effect to any applicable grace period under the express terms upon acceptance hereof by you, on behalf of each of the Agreement. Upon failure Underwriters, this letter and such acceptance hereof, including the provisions of MSCS punctually to pay any such amountsthe Underwriting Agreement incorporated herein by reference, MSDW agrees to pay or cause to be paid such amountsshall constitute a binding agreement between each of the Underwriters and the Company. It is understood and agreed that the obligations your acceptance of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes this letter on behalf of each of the GuaranteeUnderwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder form of which shall be unconditional and will not be discharged except by complete payment submitted to the Company for examination, upon request, but without warranty on the part of the amounts payable under the Agreement, irrespective of any claim Representatives as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions signers thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligenceVery truly yours, presentmentMeridian Industrial Trust, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty Inc. By: ------------------------------------- Name: Title: Accepted as of the date hereof that:hereof: Xxxxxxx, Sachs & Co. [CO-REPRESENTATIVES] By: ---------------------------- Xxxxxxx, Xxxxx & Co. SCHEDULE I MAXIMUM NUMBER NUMBER OF FIRM OF OPTIONAL SHARES SHARES TO BE WHICH MAY BE UNDERWRITER PURCHASED PURCHASED ----------- --------- --------- Xxxxxxx, Sachs & Co. ............................... [CO-REPRESENTATIVES AND OTHER UNDERWRITERS] ........

Ladies and Gentlemen. In consideration Subject to the terms and conditions of the Revolving Credit Agreement (Exchange Offer, the "Agreement") dated as undersigned hereby tenders to the Company the principal amount of _____ __Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, 2000 between Morgan Stanley Capital Services Inc.the undersigned sells, a Delaware corporation (hereixxxxxx "XXXX") assigns and State Street Bank transfers to, or upon the order of, the Company all right, title and Trust Company of Connecticut, National Association, as Subordination Agent, as interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and trustee attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the US Airways Pass Through Trust 2000-3C Old Notes and New Notes) with respect to the tendered Old Notes with full power of substitution to ("Counterparty")i) deliver certificates for such Old Notes to the Company, Morgan Stanley Dean Witter & Co.or transfer ownership of such Old Notes on the account books maintained by DTC and deliver all accompanying evidence of transfer and authenticity to, a Delaware corporation or upon the order of, the Company and (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from ii) present such Old Notes for transfer on the date books of the AgreementCompany and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms and subject to the conditions of the Agreement Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and giving effect coupled with an interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any applicable grace period under adverse claim, when the express terms same are acquired by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the Agreement. Upon failure of MSCS punctually to pay Holder receiving such New Notes, whether or not such person is the Holder; that neither the Holder nor any such amounts, MSDW agrees other person has any arrangement or understanding with any person to pay or cause to be paid participate in the distribution of such amounts. It New Notes; and that neither the Holder nor any such other person is understood and agreed that the obligations of MSCS under the Agreement to make Advances (an "affiliate," as defined in Rule 405 under the AgreementSecurities Act, of the Company or any of its subsidiaries. The undersigned also acknowledges that this Exchange Offer is being made based on certain interpretations issued by the staff of the Securities and Exchange Commission (the "Commission") areto third parties in unrelated transactions. Based on those interpretations, the Company believes that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders' business and such holders have no arrangements or understandings with any person to participate in the distribution of such New Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns, trustees in any event, for all bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders" section of the Prospectus. For purposes of the GuaranteeExchange Offer, the Company shall be deemed to constitutehave accepted validly tendered Old Notes when, amounts payable by MSCS under as and if the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as Company has given oral or written notice thereof to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or Exchange Agent. If any change in or amendment tendered Old Notes are not accepted for exchange pursuant to the Agreement; or Exchange Offer for any waiver or consent by Counterparty reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to any provisions thereof; tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated under "Special Delivery Instructions" as promptly as practicable after the absence Expiration Date. The undersigned acknowledges that tenders of any action Old Notes pursuant to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS procedures described under the Agreement; or any similar circumstance which might otherwise caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a legal binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for not exchanged in the Agreement with respect name(s) of the undersigned (or in either such event, in the case of the Old Notes tendered through DTC, by credit to amounts payable by MSCSthe undersigned's account at DTC). If Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at any time payment under the Agreement address shown below the undersigned's signature(s), unless, in either event, tender is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterpartythrough DTC. MSDW represents In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The Company has no obligation pursuant to Counterparty as the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the date hereof that:registered Holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.

Ladies and Gentlemen. In consideration [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account of the Revolving Credit Agreement Purchased Assets sold to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections to the following account which has been established at LASALLE BANK NATIONAL ASSOCIATION, ABA# 000000000, Account # 724178.1, (the "“Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Control Agreement") , dated as of _____ __October 26, 2000 2006, by and between Morgan Stanley Capital Services Inc.Seller, Buyer and LASALLE BANK NATIONAL ASSOCIATION. Upon receipt of a Delaware corporation notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (hereixxxxxx "XXXX"i) and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee Servicer is servicing the Purchased Assets for the US Airways Pass Through Trust 2000joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-3C party beneficiary under each Servicing Agreement and ("Counterparty")iii) Buyer may, Morgan Stanley Dean Witter & Co.at any time after the occurrence of an Event of Default, a Delaware corporation (hereinaftxx "XXDX")terminate any such Servicing Agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, xxxxxx xxxxxxxably at no cost or expense to Buyer, it being agreed that Seller will pay any and unconditionally guarantees all fees required to Counterpartyterminate any Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with effect from the date delivery of such information or notice of Event of Default. No provision of this letter may be amended, countermanded or otherwise modified without the Agreement, the due prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with your agreement to the terms of this instruction letter by signing in the Agreement signature block below and giving effect forwarding an executed copy to any applicable grace period under Buyer promptly upon receipt. Any notices to Buyer should be delivered to the express terms following address: 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxxxx Xxxxxx, Telephone: (000) 000-0000, Fax: (000) 000-0000. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: [SELLER] By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014 Attention: Xx. Xxxxxxx Xxxxxx Re: Master Repurchase Agreement, dated as of the Agreement. Upon failure of MSCS punctually to pay any such amountsOctober 26, MSDW agrees to pay or cause to be paid such amounts. It is understood 2006 by and agreed that the obligations of MSCS under the Agreement to make Advances between JPMorgan Chase Bank, N.A. (“Buyer”), DCTRT Securities Holdco LLC and TRT Lending LLC (each, a “Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:).

Ladies and Gentlemen. In consideration Subject to the terms and conditions of the Revolving Credit Agreement Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Series A Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Series A Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Series A Notes with full power of substitution to (i) deliver certificates for such Series A Notes to the Company, or transfer ownership of such Series A Notes on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and (ii) present such Series A Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B NOTES ACQUIRED IN EXCHANGE FOR SERIES A NOTES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B NOTES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B NOTES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Notes. If the undersigned is a broker-dealer that will receive Series B Notes, it represents that, except to the extent indicated at the bottom of the preceding page, the Series A Notes to be exchanged for Series B Notes were acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Series B Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B NOTES RECEIVED IN EXCHANGE FOR SERIES A NOTES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Series A Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Series A Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Series A Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Series A Notes pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Series A Notes tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and any certificates for Series A Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "AgreementSpecial Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Notes from the name of the registered holder(s) dated as thereof if the Company does not accept for exchange any of the Series A Notes so tendered. Holders of Series A Notes who wish to tender their Series A Notes and (i) whose Series A Notes are not immediately available, or (ii) who cannot deliver their Series A Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". See Instruction 1 regarding the completion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A NOTES ARE BEING PHYSICALLY TENDERED HEREBY X __________________________________________ ________ DATE X __________________________________________ ________ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: _________________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A NOTES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A NOTES OR, 2000 between Morgan Stanley Capital Services Inc.IF THE SERIES A NOTES ARE TENDERED BY A PARTICIPANT IN DTC, a Delaware corporation (hereixxxxxx "XXXX"AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A NOTES, OR BY PERSON(S) and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), Morgan Stanley Dean Witter & Co.A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, a Delaware corporation THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (hereinaftxx "XXDX")i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS WAIVED BY THE COMPANY, xxxxxx xxxxxxxably and unconditionally guarantees to CounterpartySUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: ____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (IF REQUIRED BY INSTRUCTION 4) ____________________________________________________________________ (AUTHORIZED SIGNATURE) ____________________________________________________________________ (TITLE) ____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. In consideration Borrower and Lender have executed and delivered that certain Loan Agreement dated as of June 5, 1997 as amended by that certain Letter Agreement dated March 30, 1998 as further amended by that certain Letter Agreement dated the Revolving Credit Agreement date hereof between Borrower and Lender (the "Loan Agreement") dated as ). Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Loan Agreement. Borrower acknowledges that the documents set forth on Exhibit A hereto that were to have been delivered at the Closing have not been delivered. Borrower acknowledges that Lender does not waive delivery of _____ __those documents and performance of certain conditions, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Associationand, as Subordination Agent, as agent and trustee for an inducement to Lender to extend the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date Maturity Date of the AgreementLoan, Borrower agrees to perform those conditions and deliver the documents set forth on Exhibit A hereto, in each case to Lender's satisfaction, within the applicable time periods set forth on Exhibit A hereto. This letter agreement shall constitute a Loan Document. Upon any failure to complete the conditions or deliver the documents within the applicable time periods set forth on Exhibit A, Lender shall have the right to declare an Event of Default for all purposes under the Loan Agreement and the other Loan Documents. Except as expressly set forth herein, Lender, has not, and shall not been deemed to have, waived compliance by Borrower with any provision of the Loan Documents or to have waived any rights of Lender thereunder. This letter agreement shall be construed and enforced in accordance with, and governed by, the due laws of the State of New York, without regard to principles of conflicts of laws. This letter agreement may not be modified or amended or any term or provision hereof waived or discharged except by a writing signed by Lender and punctual payment Borrower. All of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement this letter agreement shall be binding upon Borrower, its respective successors and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood and agreed that the obligations of MSCS under the Agreement to make Advances (as defined in the Agreement) areassigns, and shall in any event, for all purposes of the Guarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as inure to the Agreement's validity, regularity or enforceability or the lack benefit of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:Lender.

Ladies and Gentlemen. In consideration Subject to the terms and conditions of the Revolving Credit Agreement (Exchange Offer, the "Agreement") dated as undersigned hereby tenders to the Company the principal amount of _____ __Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, 2000 between Morgan Stanley Capital Services Inc.the undersigned sells, a Delaware corporation (hereixxxxxx "XXXX") assigns and State Street Bank transfers to, or upon the order of, the Company, all right, title and Trust Company of Connecticut, National Association, as Subordination Agent, as interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and trustee for attorney-in-fact (with full knowledge that the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from Exchange Agent also acts as the date agent of the AgreementCompany) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the due Company and punctual payment (ii) present such Old Notes for transfer on the books of the Company and receive all amounts payable by MSCS under the Agreement when the same shall become due benefits and payableotherwise exercise all rights of beneficial ownership of such Old Notes, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, all in accordance with the terms of the Agreement and giving effect to any applicable grace period under the express terms of the AgreementExchange Offer. Upon failure The power of MSCS punctually attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to pay tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the Holder, that neither the Holder nor any such amountsother person has an arrangement with any person to participate in the distribution of such New Notes within the meaning of the Securities Act and that neither the Holder nor any such other person is an "affiliate," as defined under Rule 405 of the Securities Act, MSDW agrees of the Company or any of its subsidiaries or, if such Holder is an "affiliate," that such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to pay or cause the extent applicable. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes, it represents that the Old Notes to be paid such amounts. It is understood and agreed that the obligations exchanged for New Notes were acquired as a result of MSCS under the Agreement to make Advances (as defined in the Agreement) aremarket-making activities or other trading activities, and shall it acknowledges that it will deliver a prospectus in connection with any eventresale of such New Notes; however, for all by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby. For purposes of the GuaranteeExchange Offer, the Company shall be deemed to constitutehave accepted validly tendered Old Notes when, amounts payable as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Old Notes will be returned, without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by MSCS this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Old Notes pursuant to the procedures described under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional caption "The Exchange Offer -- Procedures for Tendering" in the Prospectus and in the instructions hereto will not be discharged except by complete payment constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the amounts payable Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the Agreementcertificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of the undersigned. Similarly, irrespective of unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any claim certificates for Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the Agreementundersigned at the address shown below the undersigned's validitysignatures. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, regularity please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or enforceability or not exchanged in the lack of authority of MSCS to execute or deliver name(s) of, and send said certificates to, the Agreement; or any change in or amendment person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the Agreement; "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered. PLEASE SIGN HERE WHETHER OR NOT OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY X ______________________________ Date __________________________ X ______________________________ Date __________________________ Signature(s) of Registered Holder(s) or any waiver Authorized Signatory Area Code and Telephone Number: ____________________________________ The above lines must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on the Old Notes or consent by Counterparty person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with respect this Letter of Transmittal. If Old Notes to any provisions thereof; which this Letter of Transmittal relates are held of record by two or the absence more joint holders, then all such holders must sign this Letter of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce Transmittal. If signature is by a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense trustee, executor, administrator, guardian, attorney-in-fact, officer of a guarantor generallycorporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority so to act. MSDW hereby waives diligenceSee Instruction 5 regarding the completion of this Letter of Transmittal printed below. Name(s): ________________________________ (Please Print) Capacity: ________________________________ Address: _________________________________ (Include Zip Code) Signature(s) Guaranteed by an Eligible Institution: (If required by Instruction 5) _____________________________________ (Authorized Signature) _____________________________________ (Title) _____________________________________ (Name of Firm) Dated:____________________, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:1999 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. In consideration With respect to the Purchased Assets described in the attached Schedule A (the “Purchased Assets”) (a) we hereby certify to you that the Purchased Assets and related Purchased Items are not subject to a lien of any third party, and (b) we hereby release all right, interest or claim of any kind other than any rights under the Master Repurchase Agreement with respect to such Purchased Assets and related Purchased Items, such release to be effective automatically without further action by any party upon payment by Purchaser of the Revolving Credit amount of the Purchase Price contemplated under the Master Repurchase Agreement (the "Agreement") dated as of _____ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the Master Repurchase Agreement. Very truly yours, NEWSTAR CRE FINANCE I LLC By: Name: Title: Schedule A [List of Purchased Asset Documents] EXHIBIT VII [Reserved] EXHIBIT VIII [Reserved] EXHIBIT IX PURCHASED ASSET SERVICER REPORT (See attached) EXHIBIT X EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASED ASSETS Therefore the following exceptions are made to the REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED ASSET under EXHIBIT V: The Purchased Asset known as Xxxx Plaza (herein the “Xxxx Plaza Purchased Asset”) In January 2011 borrower requested that it be allowed to exercise all remaining extension options and that the interest rate cap requirement only apply to the then outstanding principal balance of the Agreement loan and giving effect not to any applicable grace period under the express terms total outstanding commitment as provided in the Purchased Asset Documents. NewStar agreed to these requests. In June 2012 the Xxxx Plaza Purchased Asset was restructured and amended. The provisions of the Agreement. Upon failure restructuring included, among others, that NewStar would write off $1,500,000 of MSCS punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such amounts. It is understood principal on the loan and agreed that the obligations a principal of MSCS under the Agreement to make Advances (as defined in the Agreement) are, and shall in any event, for all purposes a constituent owner of the Guarantee, be deemed borrower would make a mezzanine loan of $500,000 to constitute, amounts payable by MSCS under an upstream entity owning the Agreementborrower. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as Subsequent to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or restructuring an amendment to the Agreement; or any waiver or consent modification was executed which clarified the monthly amortization schedule on the loan. In September 2013, NewStar determined that between January 22, 2013 and August 30, 2013 it had billed the borrower on the Xxxx Plaza Purchased Asset interest at a rate of LIBOR (with no floor) + 350 basis points while the Note for the Xxxx Plaza Purchased Asset required interest at LIBOR (floor of 2.00%) + 250 basis points. The result is that NewStar underbilled interest to the borrower by Counterparty $37,590.63. NewStar is working with respect the borrower to any provisions thereof; or collect this amount. Failure by the absence borrower to pay such amount would be an event of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS default under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generallyPurchased Asset Documents for the Xxxx Plaza Purchased Asset. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in The previously unbilled interest could be capitalized to the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the date hereof that:loan principal.