Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. In order to induce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into (i) that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), dated as of May 16, 2012 (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) and (ii) a Subscription Agreement pursuant to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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 order This is with reference to induce Lenders to provide the Credit Facility to Borrower, registration under the undersigned hereby acknowledges Securities Act of 1933 (the “Act”) and agrees as follows: We have entered into offering of $ principal amount of Guaranteed Notes due (i) that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), dated as of May 16, 2012 (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) and (ii) a Subscription Agreement pursuant to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital ContributionsSecurities”) to Pledgor on of [Name of Issuer], a corporation organized under the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount laws of $[________Jurisdiction of Incorporation] (our the “Capital CommitmentCompany”), which Capital Contributions are to be contributed and the related guarantees thereof by Pledgor to Borrower BP p.l.c., a corporation organized under the laws of England and Wales (“BP”). The Registration Statement was filed on Form F-3 in accordance with procedures of the Securities and Exchange Commission (the “Commission”) permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment, document incorporated by reference or prospectus supplement that provides information relating to the terms of the Operating Agreementsecurities and the manner of their distribution. As of The Securities have been offered by the date hereof, $[________] of our Capital Commitment has been called, $____________ Prospectus dated (our the “Unfunded Capital CommitmentBasic Prospectus”), of our Capital Commitment remains to 703287387 12410180 be drawn upon as supplemented by the delivery of one or more Drawdown Notices pursuant to and in accordance with Prospectus Supplement dated (the Stockholders Agreement and our Subscription Agreement“Prospectus Supplement”). We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet The Basic Prospectus as so supplemented does not necessarily contain a current description of the end of each fiscal year Company’s and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements BP’s business and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 Pledgoraffairs since, pursuant to Form F-3, it incorporates by reference certain documents filed with the terms Commission which contain information as of various dates. As United States counsel to the Company, we reviewed the Registration Statement, the Basic Prospectus and the Prospectus Supplement and the documents listed in Schedule A (those listed documents, taken together with the Basic Prospectus, being referred to herein as the “Pricing Disclosure Package “) and participated in discussions with your representatives and those of the Stockholders Agreement Company and BP and their accountants. On the basis of the information that we gained in the course of the performance of the services referred to above, considered in the light of our understanding of the applicable law (including the requirements of Form F-3 and the Credit Agreement are making a collateral assignment to Administrative Agent for character of the benefit of Lenders of (iprospectus contemplated thereby) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of experience we have gained through our Unfunded Capital Commitment practice under the Stockholders Agreement Act, we confirm to secure all loans and other extensions you that, in our opinion, each part of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement Registration Statement, when such part became effective, and the other Loan Documents (Basic Prospectus, as defined in supplemented by the Credit Agreement)Prospectus Supplement, (ii) represent that as of the date hereofof the Prospectus Supplement, (A) appeared on their face to be appropriately responsive, in all material respects relevant to the best offering of our knowledge there is no default or circumstance which with the passage Securities, to the requirements of time and/or the giving Act, the Trust Indenture Act of notice would 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent1939, and to perform our obligations thereunder the applicable rules and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any regulations of the provisions Commission thereunder. Further, nothing that came to our attention in the course of such review has caused us to believe that, insofar as relevant to the offering of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]Securities,

Ladies and Gentlemen. In order to induce Lenders to provide accordance with the Credit Facility to Borrower, provisions of Section 2 of the undersigned hereby acknowledges and agrees as follows: We have entered into above-referenced Tri-Party Agreement (i) that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), dated as of May 16, 2012 (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 having the meanings ascribed thereto to them in the Stockholders Tri-Party Agreement), the undersigned, as the Custodian, hereby certifies as to each Mortgage Loan described in the attached Custodian Loan Transmission all matters set forth in Section 2 of the Tri-Party Agreement, subject to the limitation set forth in Section 2(f) of the Tri-Party Agreement. The delivery of this Trust Receipt evidences that the Custodian is holding each Mortgage Loan identified on the Custodian Loan Transmission attached hereto, pursuant to the Tri-Party Agreement, as the agent of and custodian for Borrower. The Custodian makes no representations as to, and shall not be responsible to verify, (i) the validity, legality, ownership, title, enforceability, due authorization, recordability, sufficiency, or genuineness of any of the documents contained in each Mortgage File or (ii) the collectability, priority, perfection, insurability, effectiveness or suitability of any such Mortgage Loan. On each date the Custodian delivers to Lender a Subscription Agreement pursuant Trust Receipt, it shall supersede the Trust Receipt, previously delivered by the Custodian to which we have (a) purchased shares of stock in PledgorLender hereunder. The most recently delivered Trust Receipt shall control and be binding upon the parties hereto. U.S. BANK NATIONAL ASSOCIATION, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[as Custodian By: ________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $______________ (our “Unfunded Capital Commitment”)Name: Title: Annex 3 to Tri-Party Agreement REQUEST FOR RELEASE To: U.S. BANK NATIONAL ASSOCIATION, as Custodian 4000 Xxxxxxxxxxxx Xx. Xxx X Xxxxxxxxx, XX 00000 Attn: Private Certification / Mxxxxxx Xxxxxx Email: mxxxxxx.xxxxxx@xxxxxx.xxx Re: Release of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance Collateral File In connection with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as administration of the end of each fiscal year and Mortgage Loans held by you, as Custodian , we request the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal yearrelease, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of calls for Capital Contributions duly made in accordance with the terms receipt 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for PledgorMortgage File/ [specify document]) 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 Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Mortgage Loan Documents (as defined in the Credit Agreement)described, (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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): Bankreason indicated below. Address to Which Mortgage File Should Be Delivered: Bank of AmericaObligor’s Name, N.A. Account NumberPrimary Borrower First and Last Name Address and Zip Code: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]Property Address

Ladies and Gentlemen. In order to induce Lenders to provide consideration of each of the Revolving Credit Facility to Borrower, Agreement (the undersigned hereby acknowledges and agrees as follows: We have entered into (i"Agreement") that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), dated as of May 16April 13, 2012 1999 between Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereinafter "MSCS") and Wilmington Trust Company as Subordination Agent, as agent and trustee for the Atlas Air Pass Through Trust 1999-1B ("Counterparty"), Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware corporation (hereinafter "MSDW"), 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 may be further modifiedshall become due and payable, amendedwhether on scheduled payment dates, upon demand, upon declaration of termination or restated from time to timeotherwise, the “Stockholders Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) and (ii) a Subscription Agreement pursuant to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of calls for Capital Contributions duly made in accordance with the terms of the Stockholders Agreement and giving effect to any applicable grace period. 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 (includingor to such other address as MSDW may specify in writing), without limitation, subsequent calls for Capital Contributions made MSDW agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in connection with a shortfall giving such demand shall in funds available to Borrower as a result no event affect MSDW's obligations under this Guarantee. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the failure amounts payable under the Agreement, irrespective of any other Stockholder claim as to the Agreement's validity, regularity or Managing Member enforceability or the lack of authority of MSCS to advance funds 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 call for Capital Contributions duly made). In addition, we hereby acknowledge and confirm to Administrative Agent, Lenders, Managing Member and Pledgor that we will make Capital Contributions to the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations judgment against MSCS under the Credit Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, whether such Capital Contributions are called by Managing Memberpresentment, Pledgor demand on MSCS for payment or Administrative Agent otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded 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 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 in writingby Counterparty. We hereby (i) acknowledge that Borrower, Managing Member and Pledgor, pursuant MSDW represents to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that Counterparty as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription Agreement representations will be made deemed to be repeated by wire transfer to the following account opened and maintained by Borrower with the Administrative Agent (the “Collateral Account”) MSDW on each date on which Borrower has also pledged as security for the Obligations (as such term a Transaction is defined in the Credit Agreement): Bank: Bank of Americaentered into, N.A. Account Number: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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 order Subject to induce Lenders to provide the Credit Facility to Borrowerterms and conditions of the Exchange Offer, the undersigned hereby acknowledges tenders to the Company the principal amount at maturity of Series A Debentures indicated above. Subject to and agrees 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 follows: We have entered into the agent of the Company) with respect to the tendered Series A Debentures with full power of substitution to (i) that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and deliver certificates for such Series A Debentures to the Major Stockholders (as defined therein), dated as of May 16, 2012 (as the same may be further modified, amendedCompany, or restated from time to timetransfer 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 “Stockholders Agreement”Company; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) 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 Subscription Agreement 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 which we have the Exchange Offer for any reason, certificates for any such unaccepted Series A Debentures will be returned (a) purchased shares 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 stock 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 Pledgor, which is the Prospectus and in the instructions hereto will constitute a member in Borrower binding agreement between the undersigned and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on 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 "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Debentures from the name of the registered holder(s) 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 Stockholders Agreement and our Subscription Agreement in Prospectus under the aggregate amount 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: ________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called__ 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): ____________________________________________________________________ ____________________________________________________________________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (iPLEASE PRINT) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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): BankCAPACITY: Bank of America, N.A. Account Number: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription Agreement will not satisfy our obligation to fund our Capital Commitment unless such Capital Contributions are paid into the above account _________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (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 thereinINCLUDE ZIP CODE) can be 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 (aSIGNATURE(S) we understand that Lenders have not been involved in the organization of Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. For governmental entity Investors: [We represent and warrant thatGUARANTEED BY AN ELIGIBLE INSTITUTION: (iIF REQUIRED BY INSTRUCTION 4) we are subject to commercial law with respect to our obligations under the Stockholders Agreement and this Investor Consent; _____________________________________________________________________ (iiAUTHORIZED SIGNATURE) the making and performance of the Stockholders Agreement and this Investor Consent constitute private and commercial acts rather than governmental or public acts_____________________________________________________________________ (TITLE) _____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Ladies and Gentlemen. In order to induce Lenders to provide accordance v..1th the Credit Facility to Borrowerprovisions of Section 6.l(b) of the Custodial and Paying Agency Agreement, the undersigned undersigned, as Custodian, hereby acknowledges certifies that (a) attached hereto is an Asset Schedule and agrees Exceptions List as follows: We have entered into of the date hereof and (b) other than the Exceptions listed as part of such Asset Schedule and Exceptions List attached hereto (i) that certain Stockholders (x) it has received all of the Custodial Documents with respect to each Asset identified on the Asset Schedule and Exceptions List attached hereto, and (y) the Custodial Documents for each such Asset are as listed on such Asset Schedule and Exceptions List, (ii) all Custodial Documents have been reviewed and examined by the Custodian, and (iii) based upon its examination of the Custodial Documents, such docwnents meet the Review Criteria and appear (v) regular on their face (i.e., are not mutilated, damaged, torn, defaced or otherwise physically altered); (w) to relate to the Assets with respect to which they purport to relate; (x) to have been executed by the named parties; (y) to be what they purport to be; and (z) where applicable, to be recorded. The Custodian makes no representations in or by this Certificate and/or the Custodial and Paying Agency Agreement by and among Pledgoras to: (i) the validity, Acadia D.R. Management LLC and legality, enforceability or genuineness of any of the Major Stockholders (as defined therein), dated as Custodial Documents or any of May 16, 2012 (as the same may be further modified, amendedAssets, or restated from time to time(ii) the collectability, insurability, effectiveness or suitability of any of the “Stockholders Agreement”; all Assets. Initially capitalized terms tenns used and not otherwise defined herein shall have the meanings ascribed thereto assigned to such terms in the Stockholders Custodial and Paying Agency Agreement) . Exhibit E-1 ('AnUR-\DC Vrntnre 2011-1 Structuretl Xxxx~action bhibtts lo Ctt>l<><llol and (ii) a Subscription Agreement pursuant to which we have (a) purchased shares P"ying Agency Agteement V~-r,it><t _l_ I_, EXECU LION VERSJON In confirmation of stock in Pledgoryour acknowledgement of the foregoing, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth please sign this certificate in the Stockholders Agreement place provided below and our Subscription Agreement in return an executed copy to us. Xxxxx Fargo Bank, National Association, as the aggregate amount of $[Custodian By: ________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”)Name: Title: Acknowledged: CADC/RADC Venture 2011-1, of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page heretoLLC, as the same may be changed by written notice to the Administrative Agent from time to time. For governmental entity InvestorsCompany By: [We represent Acorn Loan Portfolio Private Owner VI, LLC, a Delaware limited liability company, its Manager By: Acorn Loan Acquisitions Venture VI, L.P., its managing member By: ---------------------- ­ Name: Title: Authorized Signatory By: ---------------------- ­ Name: Title: Authorized Signatory Exhibit E-2 CADC/RADC Venture 2011-1 Structurt"d TranMICtion Exlublb Ill C<1->!0d1al and warrant that: (iP.,ylllg AgenC) we are subject to commercial law with respect to our obligations under the Stockholders Agreement and this Investor Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]A~reement Verstnu 3_1 EXECUTION VERSION EXHIBIT F REVIEW CRITERIA

Ladies and Gentlemen. In order This opinion is being delivered to induce Lenders to provide you for the Credit Facility to Borrower, purpose of satisfying the undersigned hereby acknowledges requirement of Section 5.2(a) of the Agreement and agrees as follows: We have entered into (i) that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), Plan of Merger dated as of May 16July 7, 2012 2000 (as the same may be further modified"Agreement"), amendedbetween Invitrogen Corporation, or restated from time a Delaware corporation ("Invitrogen"), and Dexter Corporation, a Connecticut corporation (the "Company"). Pursuant to timethe Agreement, the “Stockholders Agreement”; all Company shall merge with and into Invitrogen, and the separate corporate existence of the Company shall thereupon cease, and Invitrogen shall be the surviving corporation in the Merger. Unless otherwise defined, capitalized terms used and not otherwise defined referred to herein shall have the same meanings ascribed thereto as set forth in the Stockholders Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code"). We have acted as counsel to Invitrogen in connection with (i) the preparation and execution of the Agreement, and (ii) the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on August 14, 2000, a Subscription Agreement pursuant to which we have Registration Statement on Form S-4 of a Proxy Statement/Prospectus (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our “Capital Commitment”"Registration Statement"), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal yearsuch, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 rendering this opinion, we have examined and payable obligations are relying upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the Borrower statements, covenants, representations and warranties contained in the following documents (including all schedules and exhibits thereto): (1) the Agreement; (2) representation letters provided to Lenders under us by Invitrogen and 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 Company in connection with making this opinion (the Credit Facility available "Officers' Certificates"); (3) the Registration Statement; and (4) such other instruments and documents related to Borrower andthe formation, accordingly hereby acknowledge that Capital Contributions we make under organization and operation of Invitrogen and the Stockholders Agreement and our Subscription Agreement will not satisfy our obligation Company or 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 consummation of the Credit Agreement Merger and of each other Loan Document (the transactions contemplated thereby as defined therein) can be 703287387 12410180 K-3 modified without further notice we have deemed necessary or appropriate in order to enable us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consentto render this opinion. In additionconnection with rendering this opinion, we understand that the Credit Agreement have assumed or obtained representations (and this Investor Consent shall be for the benefit of Administrative Agentare relying thereon, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 (awithout any independent investigation or review thereof) we understand that Lenders have not been involved in the organization of Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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 order Chase Mortgage Finance Corporation (“CMFC”) hereby consents to induce Lenders to provide the Credit Facility to Borrowertransfer to, and registration in the name of, the undersigned hereby acknowledges and agrees as follows: We have entered into Transferee (i) or, if applicable, registration in the name of such Transferee’s nominee of the Multi-Class Mortgage Pass-Through Certificates, Series 2007-S1, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders Transferee is not a U.S. Person (as defined thereinin such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: EXHIBIT K-1 FORM OF CLASS A-R TRANSFEROR’S LETTER CHASE MORTGAGE FINANCE TRUST SERIES 2007-S1 [DATE] JPMorgan Chase Bank, dated N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as of May 16trustee 600 Xxxxxx, 2012 (as the same may be further modified00xx Floor Houston, amended, or restated from time TX 77002 Attn: Corporate Trust Services/CMFT 2007-S1 We propose to time, the “Stockholders Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) and (ii) a Subscription Agreement pursuant transfer to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our the “Capital CommitmentTransferee”)) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-S1, which Capital Contributions are Multi-Class Mortgage Pass-Through Certificates, Series 2007-S1, Class A-R, described in the Prospectus Supplement, dated January 26, 2006 and Prospectus, dated November 27, 2006. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 paid with respect to a call for Capital Contributions duly made)the Class A-R Certificate referred to in the attached affidavit. In addition, we hereby acknowledge have conducted a reasonable investigation at the time of the transfer and confirm found that the Transferee has historically paid its debts as they came due and we found no significant evidence to Administrative Agentindicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, LendersName: Title: EXHIBIT L REQUEST FOR RELEASE OF DOCUMENTS To: JPMorgan Chase Bank, Managing Member N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Pledgor that we will make Capital Contributions Servicing Agreement, dated as of January 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the extent issuance of our Unfunded Capital Commitmentthe Chase Mortgage Finance Trust Series 2007-S1, to be applied to Multi-Class Mortgage Pass-Through Certificates, Series 2007-S1 In connection with the repayment administration of outstanding obligations under the Credit AgreementMortgage Loans held by you, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose as Custodian on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 PledgorTrustee, pursuant to the terms above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent Mortgage File for the benefit of Lenders of (i) our Capital Contributions; and Mortgage Loan described below, for the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other reason indicated. Mortgage Loan Number: Mortgagor Name, Address & Zip Code: Reason for Requesting Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]check one):

Ladies and Gentlemen. In order to induce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into (i) that certain Stockholders Agreement by and among PledgorInvestor, Acadia D.R. Management LLC Yale University, The Vanderbilt University, Carnegie Corporation of New York, Gloster III, LLC, The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University, The Xxxxxxx and Xxxxx Xxxxxxx Foundation, The Trustees of the Major Stockholders (as defined therein)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 1615, 2012 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) and (ii) a Subscription Agreement pursuant to which we have (ai) purchased shares of stock in PledgorInvestor, which is a member in Borrower and (bii) committed to make cash contributions of capital (“"Capital Contributions”") to Pledgor Investor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________[ ] (our “"Capital Commitment”"), which Capital Contributions are to be contributed by Pledgor Investor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[______________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”)_, of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor Investor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth the remaining amount of our Capital Commitment which we are obligated to fund (the "Unfunded Capital Commitment"). We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor Investor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor Investor (whether or not any Person is then acting as Managing Member for Borrower or Manager for PledgorInvestor) 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 PledgorInvestor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan an Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement has not been modified or amended except for the amendment referred to above and this Investor Consent is in full force and effect and enforceable against us the undersigned in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) place we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, consent and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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 IV 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent Letter shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor Investor or offering of Pledgor’s 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 Pledgor Investor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor Investor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 ConsentLetter; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 ConsentLetter. 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 Consent Letter to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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 order to induce Lenders to provide consideration of the Revolving Credit Facility to Borrower, Agreement (the undersigned hereby acknowledges and agrees as follows: We have entered into (i"Agreement") that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), dated as of May 16, 2012 (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) and (ii) a Subscription Agreement pursuant to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor 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 Capital Services Inc., a Delaware corporation (our “Unfunded Capital Commitment”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"), of our Capital Commitment remains Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to 703287387 12410180 be drawn upon Counterparty, with effect from the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as date of the end Agreement, the due and punctual payment of each fiscal year and the related statements of operations for such fiscal year reported on all amounts payable by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that MSCS under the terms Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of and subject to the conditions set forth in the Stockholders Agreementtermination or otherwise, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 and giving effect 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor that we will make Capital Contributions to the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations applicable grace period under the Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 Pledgor, pursuant to the express terms of the Stockholders Agreement 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 Credit Agreement are making a collateral assignment to Administrative Agent for the benefit obligations of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment MSCS under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents make Advances (as defined in the Credit Agreement)) are, (ii) represent 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, (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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. For governmental entity Investors: [We represent and warrant hereof that: (i) we are subject to commercial law with respect to our obligations under the Stockholders Agreement and this Investor Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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 order Chase Mortgage Finance Corporation (“CMFC”) hereby consents to induce Lenders to provide the Credit Facility to Borrowertransfer to, and registration in the name of, the undersigned hereby acknowledges and agrees as follows: We have entered into Transferee (i) or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders Transferee is not a U.S. Person (as defined thereinin such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: EXHIBIT K-1 FORM OF CLASS A-R TRANSFEROR’S LETTER CHASE MORTGAGE FINANCE TRUST SERIES 2007-A3 [DATE] JPMorgan Chase Bank, dated N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as of May 16trustee 600 Xxxxxx, 2012 (as the same may be further modified00xx Floor Houston, amended, or restated from time TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to time, the “Stockholders Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) and (ii) a Subscription Agreement pursuant transfer to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our the “Capital CommitmentTransferee”)) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, which Capital Contributions are Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 paid with respect to a call for Capital Contributions duly made)the Class A-R Certificate referred to in the attached affidavit. In addition, we hereby acknowledge have conducted a reasonable investigation at the time of the transfer and confirm found that the Transferee has historically paid its debts as they came due and we found no significant evidence to Administrative Agentindicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, LendersName: Title: EXHIBIT L REQUEST FOR RELEASE OF DOCUMENTS To: JPMorgan Chase Bank, Managing Member N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Pledgor that we will make Capital Contributions Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the extent issuance of our Unfunded Capital Commitmentthe Chase Mortgage Finance Trust Series 2007-A3, to be applied to Multi-Class Mortgage Pass-Through Certificates In connection with the repayment administration of outstanding obligations under the Credit AgreementMortgage Loans held by you, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose as Custodian on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 PledgorTrustee, pursuant to the terms above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent Mortgage File for the benefit of Lenders of (i) our Capital Contributions; and Mortgage Loan described below, for the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other reason indicated. Mortgage Loan Number: Mortgagor Name, Address & Zip Code: Reason for Requesting Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]check one):

Ladies and Gentlemen. In order to induce Lenders to provide accordance with the Credit Facility to Borrowerprovisions of Section 2.02 of the above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned undersigned, as Trustee, hereby acknowledges certifies that, except as specified in any list of exceptions attached hereto as Exhibit A, it has received the original Mortgage Note relating to each of the Mortgage Loans listed on Schedule I attached hereto. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and agrees Servicing Agreement in connection with this Initial Certification. The Trustee makes no representations as followsto: We have entered into (i) that certain Stockholders Agreement by and among Pledgorthe validity, Acadia D.R. Management LLC and legality, sufficiency, enforceability, recordability or genuineness of any of the Major Stockholders documents contained in each Mortgage File or any of the Mortgage Loans listed on Schedule I attached hereto or (as defined therein)ii) the collectability, dated as insurability, effectiveness or suitability of May 16, 2012 (as the same may be further modified, amended, or restated from time to time, the “Stockholders Agreement”; all capitalized any such Mortgage Loan. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed thereto to such terms in the Stockholders Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: --------------------------------- Name: ------------------------------- Title: ------------------------------ EXHIBIT M-2 FORM OF INITIAL CERTIFICATION OF THE CUSTODIAN August 27, 2004 Banc of America Funding Corporation 214 North Tryon Street Charlxxxx, Xxxxx Xxxxxxxx 28255 Wachovia Bank, Xxxxxxxx Xxxxxxxxxxx 000 South Tryon Street Charlotte, North Carolina 28288-1179 Wells Fargx Xxxx, X.X. 0 Xxxx Campus Des Moines, IA 50328-0001 Xx: The Pooling and Servicixx Xxxxxxxxx, xxxxx Xxxxxx 00, 0004, among Banc of America Funding Corporation, as depositor (the "Depositor"), Wells Fargo Bank, N.A., a Servicer, Bank of America, N.A., a Xxxvicer, Wells Fargo Bank, N.A., as Securities Administrator, and Waxxxxxa Bank, National Association, as Trustee (BAFC 2004-A). Ladies and Gentlemen: In accordance with the provisions of Section 2.02 of the above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as Custodian, hereby certifies that, except as specified in any list of exceptions attached hereto as Exhibit A, it has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule (other than those Mortgage Loans listed on Schedule I attached hereto). The Custodian has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement in connection with this Initial Certification. The Custodian makes no representations as to: (i) and the validity, legality, sufficiency, enforceability, recordability or genuineness of any of the documents contained in each Mortgage File or any of the Mortgage Loans identified in the preceding paragraph herein or (ii) a Subscription Agreement pursuant the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used but not defined herein shall have the meanings ascribed to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the such terms and subject to the conditions set forth in the Stockholders Agreement Pooling and our Subscription Agreement in the aggregate amount of $Servicing Agreement. WELLS FARGO BANK, N.A., as Custodixx By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT N FORM OF FINAL CERTIFICATION OF THE TRUSTEE [__________ __, ____] Banc of America Funding Corporation 214 North Tryon Street Charlotte, North Carolina 28255 Wachovia Bank, Xxxxxxxx Xxxxxxxxxxx 000 South Tryon Street Charlotte, North Carolina 28288-1179 Wells Fargx Xxxx, X.X. 0 Xxxx Campus Des Moines, IA 50328-0001 Xx: The Pooling and Servicixx Xxxxxxxxx, Xxxxxx 00, 0000, xxong Banc of America Funding Corporation, as depositor (our “Capital Commitment”the "Depositor"), which Capital Contributions are Wells Fargo Bank, N.A., a Servicer, Bank of America, N.A., x Xxxvicer, Wells Fargo Bank, N.A., as Securities Administrator, and Wachovia Bank, National Association, as Trustee. Ladies and Gentlemen: In accordance with the provisions of Section 2.02 of the above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as Custodian, on behalf of the Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified in any list of exceptions attached hereto, such Mortgage File contains all of the items required to be contributed by Pledgor to Borrower delivered pursuant to the terms Section 2.01(b) of the Operating Pooling and Servicing Agreement. As The Custodian, on behalf of the date hereofTrustee, $has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement in connection with this Final Certification. Neither the Custodian nor the Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability, recordability or genuineness of any of the documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement. WELLS FARGO BANK, N.A., as Custodixx By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EXHIBIT O Form of Sarbanes-Oxley Certification Banc of America Fuxxxxx Xxxxxxxxion Mortgage Pass-Through Certificates, Series 2004-A I, [________] of our Capital Commitment has been called], $a [____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor 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 Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States Banc of America located in the Southern District of New York or in the state courts of the State and County of New YorkFunding Corporation, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. For governmental entity Investors: [We represent and warrant certify that: (i) we are subject to commercial law with respect to our obligations under the Stockholders Agreement and this Investor Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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 order to induce Lenders to provide At your request, we are rendering this opinion in connection with the Credit Facility to Borrowerproposed issuance of an aggregate of 5,500,000 shares of common stock, $0.001 par value (the "Common Stock") of ScanSoft, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the ScanSoft, Inc. 2000 Stock Plan, the undersigned hereby acknowledges ScanSoft, Inc. 2000 Nonstatutory Stock Plan, and agrees as follows: the ScanSoft, Inc. Stand-Alone Stock Option Agreement No. 1 (together the "Plans"). We have entered into (i) that certain Stockholders Agreement by examined instruments, documents, and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), dated as of May 16, 2012 (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) and (ii) a Subscription Agreement pursuant to records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) purchased shares the authenticity of stock in Pledgor, which is a member in Borrower original documents and the genuineness of all signatures; (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject conformity to the conditions set forth originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the Stockholders Agreement records, documents, instruments and our Subscription Agreement in certificates we have reviewed. Based on such examination, we are of the aggregate amount opinion that the 5,500,000 shares of $[________] (our “Capital Commitment”), which Capital Contributions are Common Stock to be contributed issued by Pledgor to Borrower the Company pursuant to the terms Plans are validly authorized shares of the Operating Agreement. As of the date hereofCommon Stock and, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and when issued in accordance with the Stockholders Agreement provisions of the Plans, will be legally issued, fully paid and our Subscription Agreementnonassessable. We hereby agree 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 such consent, we do not consider that we shall deliver to Administrative Agent from time to time upon are "experts" within the request meaning of Managing Membersuch term as used in the Securities Act of 1933, Pledgor as amended, or Administrative Agent (i) either (A) our balance sheet as the rules and regulations of the end of each fiscal year Securities and the related statements of operations for such fiscal year reported on by our independent public accountantsExchange Commission issued thereunder, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of 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 confirm to Administrative Agent, Lenders, Managing Member and Pledgor that we will make Capital Contributions to any part of the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations under the Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) without, defense, counterclaim or offset of any kindRegistration Statement, including without limitation any defense under Section 365 of the U.S. Bankruptcy Codethis opinion as an exhibit or otherwise. Very truly yours, 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 Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription 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: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]/s/ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx ------------------------------------ Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx Professional Corporation

Ladies and Gentlemen. In order to induce Lenders to provide consideration of the Revolving Credit Facility to Borrower, Agreement (the undersigned hereby acknowledges and agrees as follows: We have entered into (i"Agreement") that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Major Stockholders (as defined therein), dated as of May 16December 9, 2012 1999 between Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereinafter "MSCS") and State Street Bank and Trust Company, as Subordination Agent, as agent and trustee for the Northwest Airlines Pass Through Trust 1999-3C ("Counterparty"), Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware corporation (hereinafter "MSDW"), 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 may be further modifiedshall become due and payable, amendedwhether on scheduled payment dates, upon demand, upon declaration of termination or restated from time to timeotherwise, the “Stockholders Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Stockholders Agreement) and (ii) a Subscription Agreement pursuant to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of calls for Capital Contributions duly made in accordance with the terms of the Stockholders Agreement and giving effect to any applicable grace period. 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 (includingor to such other address as MSDW may specify in writing), without limitation, subsequent calls for Capital Contributions made MSDW agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in connection with a shortfall giving such demand shall in funds available to Borrower as a result no event affect MSDW's obligations under this Guarantee. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the failure amounts payable under the Agreement, irrespective of any other Stockholder claim as to the Agreement's validity, regularity or Managing Member enforceability or the lack of authority of MSCS to advance funds 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 call for Capital Contributions duly made). In addition, we hereby acknowledge and confirm to Administrative Agent, Lenders, Managing Member and Pledgor that we will make Capital Contributions to the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations judgment against MSCS under the Credit Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, whether such Capital Contributions are called by Managing Memberpresentment, Pledgor demand on MSCS for payment or Administrative Agent otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) 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 with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded 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 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 in writingby Counterparty. We hereby (i) acknowledge that Borrower, Managing Member and Pledgor, pursuant MSDW represents to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that Counterparty as of the date 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 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) 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, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription 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, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription Agreement representations will be made deemed to be repeated by wire transfer to the following account opened and maintained by Borrower with the Administrative Agent (the “Collateral Account”) MSDW on each date on which Borrower has also pledged as security for the Obligations (as such term a Transaction is defined in the Credit Agreement): Bank: Bank of Americaentered into, N.A. Account Number: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] 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 and our Subscription 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 and our Subscription 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 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent 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 Pledgor or offering of Pledgor’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 Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter may be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. 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 Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent 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 Consent. 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 Consent to claim any such immunity, and to the extent that in any such jurisdiction 703287387 12410180 K-4 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.]: