**TABLE OF CONTENTS**       **ARTICLE I: DEFINITIONS**  3 1.1.   Certain Defined Terms  3 1.2.   Accounting Terms  12 1.3.   Interpretation and Construction  12 **ARTICLE II: LOANS; INTEREST; FEES; COLLATERAL**  12 2.1   Loans  12 2.2   [Reserved]  13 2.3   Loan Account  13 2.4   Interest and Fees  14 2.5   Prime Rate Applicability  14 2.6   Payments and Computations  15 2.7   Obligations Absolute  15 2.8   Grant of Security  16 2.9   Guaranty  16 2.10 Maturity  16 2.11 Posting of Collateral  16 2.12 [Reserved]  16 2.13 [Reserved]  16 2.14 Change in Laws  17 2.15 Term of Agreement  17 **ARTICLE III: CONDITIONS PRECEDENT**  17 3.1   Conditions Precedent to Effectiveness of this Agreement  17 3.2   Conditions Precedent to Making Loans  18 3.3   Delivery of Documents  21 3.4   Conditions Precedent to Releasing Collateral  21 3.5   Financing Statement Filings  21 **ARTICLE IV: REPRESENTATIONS AND WARRANTIES**  21 4.1   Organization and Qualification  21 4.2   Capitalization  22 4.3   Authorization  23 4.4   Title to Properties; Absence of Liens  23 4.5   Compliance  23 4.6   Solvency  24 4.7   Events of Default  24 4.8   Taxes  24 4.9   Restrictions on the Borrower and the Guarantors  24 4.10 ERISA  24 4.11 Environmental and Regulatory Compliance  25 4.12 Contracts with Affiliates, Etc.  25 4.13 Regulatory Approvals  25 4.14 Enforceability  25 4.15 Liens  26 4.16 Litigation  26 4.17 Lender’s Representation and Warranty  26 **ARTICLE V: COVENANTS**  26 
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       5.1   Liens  26 5.2   Merger; Sale  26 5.3   Taxes; Reserves  27 5.4   Notices  27 5.5   Inspection  28 5.6   Financial Reporting  29 5.7   Insurance  30 5.8   Collateral  30 5.9   Further Assurances  31 5.10 Intentionally Omitted  31 5.11 No Amendments to Certain Documents  31 5.12 Intentionally Omitted  31 5.13 Change of Jurisdiction of Organization; Name Change; Change of Location  31 5.14 [Reserved]  31 5.15 [Reserved]  31 5.16 Conduct of Business  31 5.17 Limitation of Indebtedness  33 5.18 ERISA Compliance  33 5.19 Intentionally Omitted  33 5.20 Maintenance of Books and Records  33 5.21 Use of Proceeds  33 5.22 Transactions with Affiliates  34 5.23 Environmental Regulations  34 5.24 Fiscal Year  34 5.25 Investor Contributions  34 5.26 Restricted Payments  35 5.27 Ownership; Control  35 5.28 Transfer of Property Partnership Interests  35 5.29 Separate Credit Reliance  35 5.30 [Reserved]  35 5.31 Disbursement and Repayment Accounts  35 5.33 Special Limited Partner  36 **ARTICLE VI: DEFAULTS AND REMEDIES**  36 6.1   Events of Default  36 6.2   Remedies  39 **ARTICLE VII: CONVERSION OF CORPORATE PROPERTY PARTNERSHIPS TO PROPERTY PARTNERSHIPS**  39 7.1   Direct Investment, Capital Contribution and Direct ConvertibleLoans to Corporate Property Partnerships  39 7.2   Conversion of Corporate Property Partnerships  40 7.3   No Additional Funding Obligations  40 7.4   Release of Corporate Property Partnership as Collateral  40 **ARTICLE VIII: MISCELLANEOUS**  40 8.1   Amendments and Waivers  40 **8.2**   **CONTROLLING LAW**  40 8.3   Notices  41 
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       8.4   Headings  41 8.5   Counterparts  41 8.6   Indemnification  41 8.7   [Reserved]  42 8.8   Costs and Expenses  42 8.9   Severability  43 8.10 Continuing Obligation; Recourse; Assignment; Survival  43 8.11 Compliance with Usury Laws  43 8.12 Replacement Documents  44 8.13 Setoff  44 8.14 Investment Securities  44 8.15 Entire Agreement  44 8.16 WAIVER OF JURY TRIAL; VENUE  44 
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**ATTACHMENTS TO SIXTH AMENDED AND RESTATED LOAN AGREEMENT**   SCHEDULE A Information Regarding Borrower, Guarantors,SCHEDULE B Property Partnership, Corporate Property Partnership and Additional CollateralEXHIBIT 3.2 Form of Borrowing Base CertificateEXHIBIT 3.2.5(c) Form of Collateral Assignment, Pledge and Security AgreementEXHIBIT 5.7 Insurance Requirements
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**SIXTH AMENDED AND RESTATED LOAN AGREEMENT**     THIS SIXTH AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of March___, 2008, among: the several entities included among the Borrower as listed on Schedule Aattached hereto (individually, and collectively, jointly and severally, the “Borrower”); theseveral entities included among the Guarantors as listed on Schedule A attached hereto(each, individually, a “Guarantor,” and collectively, jointly and severally, the “Guarantors”); and**MMA Multifamily Equity REIT**, a Maryland real estate investment trust (the “Lender”).**R****E****C****I****T****A****L****S**     Reference is made to the following facts that constitute the background of this Agreement(certain of the terms set forth in these Recitals are defined in Section 1.1 andSchedule A):I. BACKGROUND REGARDING PURPOSE OF THE LOAN:     A. On or about November 4, 2005, the Borrower and Guarantors amended and restated an existingcredit facility with Bank of America and other banks acting as a syndicate (collectively, the“Banks”) pursuant to which the Banks agreed to continue to provide certain credit facilities madeavailable to the Borrower (the “Prior Revolving Loan”) pursuant to that certain Fifth Amended andRestated Revolving Loan and Letter of Credit Agreement (the “Prior Loan Agreement’).     B. The Borrower and Guarantors have requested that the Lender purchase the Prior RevolvingLoan and continue, to a limited extent, the line of credit made available to the Borrower under thePrior Loan Agreement pursuant to this amended and restated Agreement.     C. In response to such request from the Borrower and Guarantors, Lender agreed to purchase andas of the date hereof has purchased the Prior Revolving Loan from the Banks pursuant to anAssignment and Assumption Agreement dated as of the date hereof among the Lender, the Bank ofAmerica, N.A., Citicorp USA, Inc., Merrill Lynch Community Development Company, LLC, SovereignBank, HSBC Bank USA, and Comerica Bank. In connection with the foregoing purchase, the CreditNotes, the Prior Loan Agreement and all other documents or instruments executed and delivered inconnection with the Prior Revolving Loan were assigned to the Lender.     D. The Lender is willing to amend and restate the Prior Loan Agreement and all other documentsand instruments in connection with the Prior Revolving Loan to the extent the Lender deems isreasonably necessary to continue the credit facility provided under the Prior Revolving Loan, butonly in accordance with the terms and conditions contained herein. It is the intention of theparties that such amendment and restatement shall constitute a continuation, rather than anovation, of the obligations of the Borrower and Guarantors under the Prior Loan Agreement.     E. The parties hereto hereby agree that this Agreement amends and restates in its entirety thePrior Loan Agreement and all obligations of the Borrower and Guarantors in
 

 
connection with theLoans are being provided pursuant to the terms and conditions contained herein.II. BACKGROUND REGARDING THE BORROWER’S BUSINESS AND PURPOSE OF THIS AGREEMENT:     F. The Borrower holds, prior to syndication via an Investment Partnership, equity interestsconstituting at least 95% (or, at the Borrower’s election, such greater interest as permitted inapplicable Internal Revenue Service regulations) of the limited partnership or membership interestsin Property Partnerships and has made and in some instances will continue to make capitalcontributions to the Property Partnerships in exchange for such equity interests (such capitalcontributions hereinafter referred to as “Direct Investments”).     G. In lieu of making Direct Investments directly to Property Partnerships, the Borrower madeand may continue, from time to time, to make capital contributions to Middle Tier Entities inexchange for all of the equity interests in such MTEs (such capital contributions hereinafterreferred to as “Investment Contributions”), so as to permit each such MTE to make DirectInvestments in one, and only one, Property Partnership, in order to permit the Borrower to hold,indirectly through its ownership of 100% of the equity of such MTE, equity interests constitutingat least 95% (or, at the Borrower’s election, such greater interest as permitted in applicableInternal Revenue Service Regulations) of the limited partnership or membership interests in suchProperty Partnership.     H. The Borrower intends that such equity interests it holds directly in such PropertyPartnerships or directly in such MTEs will be syndicated via Investment Partnerships to third-partyinvestors at a price that will provide such investors with an internal rate of return which iscomparable to the prevailing market rate of return for similar investments.     I. The Borrower also made loans directly to various Property Partnerships (“Direct ConvertibleLoans”) as an alternative to making Direct Investments and made loans to fund capital contributionsto Middle Tier Entities in lieu of making Direct Convertible Loans or making InvestmentContributions in exchange for all of the equity interests in such MTEs (such capital contributionshereinafter referred to as “Convertible Loan Contributions” and referred to collectively withInvestment Contributions as “Capital Contributions”) so as to permit each such MTE to make loans toone (and only one) Property Partnership (“MTE Convertible Loans” referred to collectively withDirect Convertible Loans.     J. MuniMae agreed to cause one or more of the Guarantors to provide the Borrower withCo-Funding Amounts with respect to each Direct Investment, Direct Convertible Loan or CapitalContribution to be made by a Borrower or a MTE under this Agreement. By means of the creditfacilities to be continued under and subject to this Agreement, the Borrower desires and Lenderagrees to continue the credit facility provided to Borrower, the proceeds of which shall fund (incombination with Co-Funding Amounts) theremaining sums required by the Borrower or a MTE, as the case may be, to fund DirectInvestments or Convertible Loans and to fund Capital Contributions.
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     K. Prior to the date hereof, the Borrower and/or Affiliates of MuniMae have made investmentswith respect to Property Partnerships (either directly or indirectly) from funds other than theproceeds of the Prior Revolving Loan (each being a “Corporate Property Partnership”). EachCorporate Property Partnership shall constitute part of the Collateral for the Loan hereunder, andmay convert to a Property Partnership pursuant to the terms contained in Article VII hereof.Unless and until a Corporate Property Partnership converts to a Property Partnership pursuant toArticle VII hereof, no proceeds of any Loan from the Lender shall be used to fund any DirectInvestments, Capital Contributions or Direct Convertible Loans with respect to any CorporateProperty Partnership.     L. On the terms and conditions of this Agreement and with the benefit of the security beingprovided to the Lender in connection with this Agreement and the other Credit Documents, the Lenderhas agreed to make available to the Borrower a line of credit not to exceed the Maximum Amount (asdefined in Section 1.1) for use by the Borrower, in combination with the Co-Funding Amounts, inmaking Capital Contributions, Direct Investments and Direct Convertible Loans as described in thisAgreement and to payoff all obligations of the Borrower outstanding under the Prior Revolving Loan.     NOW, THEREFORE, in consideration of the Recitals and of the mutual covenants and conditionstherein and set forth below, and for other valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged by the parties, the parties agree as follows:**ARTICLE I: DEFINITIONS**     1.1. Certain Defined Terms. In addition to the terms defined in the preamble,Recitals, and Schedule A to this Agreement, the following terms shall have the meanings setforth below:     “401(k) Plan” has the meaning assigned to that term in Section 5.18.     “Additional Collateral” means all right, title and interest of MMA ConstructionFinance, LLC in all promissory notes, loan agreements, mortgages or deeds of trust, guarantees andany other documents executed in connection with loans made by MMCF in connection with the projectslisted on Schedule “B” attached hereto and pledged as collateral for the Loans.     “Affiliate” means, with reference to any person (including an individual, acorporation, a partnership, a limited liability company, a trust and a governmental agency orinstrumentality) that is controlling, controlled by or under direct or indirect common control ofthat person.     “Agreement” means this Sixth Amended and Restated Loan Agreement, among the Borrower,the Lender, and the Guarantors, as may be amended, restated or otherwise modified from time to timein accordance with the terms hereof.     “Borrower” means, individually or collectively as the context may require, SPE I andSPE II.     “Business Day” means any day other than a Saturday, Sunday or legal holiday recognizedby Banks in the State of Maryland. If any payment hereunder or in the Note becomes due on a daywhich is not a Business Day, the due date of such payment shall be extended to the next
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succeeding Business Day, and such extension of time shall be included in computing interest and fees inconnection with such payment.     “Capital Contribution” shall mean, collectively, Convertible Loan Contributions andInvestment Contributions.     “Closing Date” means March 21, 2008.     “Code” means the Internal Revenue Code of 1986, as amended.     “Co-Funding Amount” means the portion of each Direct Convertible Loan or DirectInvestment that was or shall be provided by the Borrower to a Property Partnership or the portionof each Capital Contribution that was or shall be provided by the Borrower to a MTE, rather than bya Loan. The Co-Funding Amount associated with any Loan made or issued in order to permit theBorrower to make a Capital Contribution, Direct Investment or Direct Convertible Loan shall equalten percent (10%) of the total principal amount of such Capital Contribution, Direct Investment orDirect Convertible Loan. The Borrower and the Guarantors hereby covenant and agree that allCo-Funding Amounts shall be made available to the Borrower solely by one or more of the Guarantorsand that such Guarantor or Guarantors shall provide such Co-Funding Amounts solely by either makinga capital contribution to the Borrower or by lending such Co-Funding Amount to the Borrower. Inthe event that a Guarantor lends Co-Funding Amounts to the Borrower, such loans shall be unsecuredand shall be entered on the books of such Guarantor or Guarantors and the Borrower, but shallotherwise not be evidenced by any promissory note or other instrument, agreement or writing of anykind (in order to assure that any such loan will not become collateral for any third party creditorof such Guarantor or Guarantors). The Borrower and Guarantors each agree that all Co-FundingAmounts provided to the Borrower, and any obligation of the Borrower to any Guarantor (or to anyother entity in the event the Borrower violates its covenant to obtain Co-Funding Amounts solelyfrom any one or more of the Guarantors) regarding any Co-Funding Amounts, shall be and hereby isfully subordinated to any Loans made or issued with respect to the Property Partnership withrespect to which such Co-Funding Amount is provided, such that no Co-Funding Amount shall be repaidto the Borrower or any Guarantor (or any such other entity) until such time as the ReleaseConditions with respect to such Property Partnership have been satisfied and provided that no Eventof Default beyond any applicable notice and cure period has occurred and is continuing.     “Collateral” means the property of the Borrower, each MTE and/or the Guarantorssecuring, from time to time, the Obligations pursuant to the Security Documents, including withoutlimitation each Property Partnership, Corporate Property Partnership and Additional CollateralProjects listed on Schedule “B” attached hereto and incorporated herein and any additionalCollateral approved by MRC Investment Committee from time to time pursuant to Section 2.11 hereof.     “Collateral Assignment, Pledge and Security Agreement” has the meaning assigned tosuch term in Section 3.2.5(c).     “Collateral Value” means the sum of (i) total aggregate amount funded and outstandingwith respect to Direct Loans, Capital Contributions and Direct Convertible Loans with respect to
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each Property Partnership and each Corporate Property Partnership, and (ii) the aggregateoutstanding principal balance of all loans constituting the Additional Collateral.     “Control” means either (a) having an economic interest in greater than 50% of theequity of an entity and the power and authority to elect or otherwise determine a majority of theboard of directors or similar governing body of such entity, or (b) having the power and authorityto determine and control the policies and operations of such entity.     “Convertible Loan Agreement” means that certain loan agreement between the Borrower(in the case of a Direct Convertible Loan) or a MTE (in the case of a MTE Convertible Loan) and aProperty Partnership evidencing a Convertible Loan**.**     “Convertible Loan Contribution” shall mean each capital contribution made by theBorrower to a Middle Tier Entity as contemplated by Recital II.H., the proceeds of which (togetherwith the applicable Co-Funding Amount) such MTE shall use solely to make MTE Convertible Loans in asingle Property Partnership.     “Convertible Loans” shall mean, collectively, Direct Convertible Loans and MTEConvertible Loans.     “Corporate Property Partnerships” means those certain limited partnerships or limitedliability companies taxed as partnerships listed on Schedule “B” attached hereto andincorporated herein (a) to which the Borrower made Direct Convertible Loans using funds other thanfrom the proceeds of the Prior Revolving Loan or the Loan, (b) in which the Borrower made DirectInvestments using funds other than from the proceeds of the Prior Revolving Loan or the Loan, and(c) in which a MTE made Direct Investments or MTE Convertible Loans using funds other than from theproceeds of the Prior Revolving Loan or the Loan. The sole purpose of such entities shall be todevelop, maintain and manage affordable multi-family residential developments for which the LIHTCis available and to which a reservation, binding commitment or allocation of LIHTC has been made orfor which all action necessary for the LIHTC has occurred pursuant to an allocation of “volume cap”for the issuance of tax exempt bonds or as otherwise approved by the Lender as set forth in thisAgreement.     “Credit Documents” means, collectively, this Agreement, the Note, the SecurityDocuments and any other certificates, instruments or documents now or hereafter to be delivered tothe Lender pursuant to this Agreement or the Security Documents, as each of the same may beratified, amended, restated or otherwise modified from time to time.     “Default” has the meaning assigned to that term in Section 6.1.     “Default Rate” means, the lesser of (a) the Interest Rate in effect (i.e., Prime Rateor LIBOR Rate) plus four percent (4%) or (b) the maximum rate of interest which may be charged orcollected in accordance with applicable law.     “Direct Convertible Loans” shall mean the loans made by the Borrower to PropertyPartnerships, in accordance with, and as contemplated by, the terms of this Agreement, as analternative to Direct Investments, as described in Recital II.I.
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     “Direct Investment” means the Borrower’s or a MTE’s investment in a PropertyPartnership pursuant to which the Borrower or such MTE acquires at least 95% of the limitedpartnership or membership interests in a Property Partnership in accordance with, and ascontemplated by, the terms of this Agreement.     “Disclosure Schedule” means that certain Disclosure Schedule attached to, and referredto in, this Agreement.     “Encumbrances” has the meaning assigned to that term in Section 5.1 hereof.     “Environmental Laws” has the meaning assigned to that term in Section 5.23below.     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and therules and regulations thereunder.     “ERISA Disqualified Person” shall have the meaning assigned to that term inSection 4.10 hereof.     “ERISA Party-in-Interest” shall have the meaning assigned to that term inSection 4.10 hereof.     “Event of Default” shall have the meaning assigned to that term in Section 6.1hereof.     “Filing Requirement” has the meaning assigned to that term in Section 5.18.     “GAAP” means generally accepted accounting principles and practices as applicableunder Section 1.2 hereof and as set forth in the opinions and pronouncements of theAccounting Principles Board of the American Institute of Certified Public Accountants andstatements and pronouncements of the Financial Accounting Standards Board or in such otherstatements by such other entity as may be approved by a significant segment of the accountingprofession. GAAP shall be consistently applied from one accounting period to another.     “Governmental Authority” means any regional, national, federal, state, provincial,county or municipal government, or political subdivision thereof, any governmental orquasi-governmental agency, authority, board, bureau, commission, department, instrumentality,office, or public body, or any court or administrative tribunal thereof.     “Guarantors” has the meaning assigned to that term in the preamble and ScheduleA to this Agreement.     “Guaranty” has the meaning assigned to that term in Section 2.9 hereof.     “Indebtedness” with respect to any Person means and includes, without duplication (a)all items which, in accordance with GAAP, would be liabilities on the balance sheet of such Person,but excluding anything in the nature of capital stock or other equity, surplus capital and retainedearnings, (b) the face amount of all banker’s acceptances and of all drafts drawn under allbanker’s acceptances and of all letters of credit issued by any bank for the account of such Personand, without duplication, all drafts drawn thereunder, (c) the total amount of all
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indebtedness secured by any encumbrance to which any property or asset of such Person is subject, whether or notthe indebtedness secured thereby shall have been assumed, and (d) the total amount of allindebtedness and obligations of others which such Person has directly or indirectly guaranteed,endorsed (otherwise than for collection or deposit in the ordinary course of business), discountedwith recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire,including, without limitation, any agreement (i) to provide or supply funds to such other Person tomaintain working capital, equity capital, net worth or solvency, or (ii) otherwise to assure orhold harmless such other Person against loss in respect of its obligations.     “Insolvent” or “Insolvency” means that there shall have occurred one or more of thefollowing events with respect to a Person: death; dissolution; termination of existence;insolvency within the meaning of the United States Bankruptcy Code or other applicable statute;such Person’s general inability to pay its debts as they come due; the filing of a petition inbankruptcy or commencement of any proceedings under any bankruptcy or insolvency laws, or any lawsrelating to the relief of debtors, readjustment of indebtedness or reorganization of debtors, orthe offering of a plan to creditors for composition or extension, except for an involuntaryproceeding commenced against such person which is dismissed within ninety (90) days after thecommencement thereof without the entry of an order for relief or the appointment of a trustee.     “Interest Period” means, with respect to Prime Rate Amounts, one (1) day. With respectto LIBOR Rate Amounts the initial term period commencing on the Closing Date and continuing untilMarch 31, 2008 and with respect to each Interest Period thereafter, such period shall commence onthe first day of each and every month and shall end on the last day of such month until theMaturity Date. In no event shall an Interest Period extend beyond the Maturity Date.     “Interest Rate” means the per annum rate of interest owed on all Obligationsoutstanding under the Loans equal to the greater of (i) the LIBOR Rate (or Prime Rate in theevent the per annum rate of interest on amounts outstanding on the Loans converts to the PrimeRate pursuant to Section 2.5 hereof), and (ii) ten percent (10%).     “Investment Contribution” shall mean each capital contribution made by the Borrower toa Middle Tier Entity as contemplated by Recital II.G., the proceeds of which (together with theapplicable Co-Funding Amount) such MTE used or shall use solely to make Direct Investments in asingle Property Partnership.     “Investment Partnership” shall mean any limited partnership or limited liabilitycompany formed by the Guarantors (or Affiliates of the Guarantors) for the sole purpose ofinvesting either (a) directly in Property Partnerships, or (b) indirectly in Property Partnershipsby investing directly in MTEs, and syndicating the equity in such Property Partnerships or MTE’s toInvestors.     “Investors” means the limited partners of any Investment Partnership admitted aslimited partners in connection with the syndication of such limited partnership interests.
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     “Lender” has the meaning assigned to that term in the preamble and in ScheduleA to this Agreement.     “LIBOR” means, as applicable to any Interest Period, the floating rate per annum equalto the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or othercommercially available source providing quotations of BBA LIBOR as designated by the Lender fromtime to time) as of 11:00 a.m. London time on the date that is two London Banking Days precedingthe first day of such Interest Period; provided, however, if the rate described above does notappear on Reuters on any applicable interest determination date, LIBOR shall be the rate determinedon the basis of the offered rates for deposits in U.S. dollars for a period of time comparable tosuch Interest Period which are offered by four major banks in the London interbank market atapproximately 11:00 a.m. London time, on the day that is two (2) London Banking Days preceding thefirst day of such Interest Period as selected by the Lender. The principal London office of eachof the four major London banks will be requested to provide a quotation of its U.S. Dollar depositoffered rate. If at least two such quotations are provided, the rate for that date will be thearithmetic mean of the quotations. If fewer than two quotations are provided as requested, therate for that date will be determined on the basis of the rates quoted for loans in U.S. Dollars toleading European banks for a period of time comparable to such Interest Period offered by majorbanks in New York City at approximately 11:00 a.m. New York City time, on the day that is twoLondon Banking Days preceding the first day of such Interest Period. In the event that the Lenderis unable to obtain any such quotation as provided above, it will be deemed that LIBOR for suchInterest Period cannot be determined.     “LIBOR Rate” shall be the annual rate of interest equal to LIBOR plus seven percent(7%). The LIBOR Rate shall be determined by the Lender on the day immediately preceding the firstday of an Interest Period. The Lender shall send immediate written notice of such LIBOR Rate tothe Borrower.     “LIHTC” means low income housing tax credits under Section 42 of the Code.     “Loan” or “Loans” has the meaning set forth in Section 2.1.1 hereof.     “Loan Account” means the account on the books of the Lender in which will be recordedLoans made by the Lender to the Borrower pursuant to this Agreement, payments made on such Loansand other appropriate debits and credits as provided by this Agreement.     “London Banking Day” means any date on which commercial banks in London, England areopen for business.     “Maturity Date” means the earlier of: (a) September 30, 2008, or in the event thatsuch date is not a Business Day, the Maturity Date shall mean the first Business Day immediatelypreceding such date; or (b) the date on which repayment of the Obligations has been acceleratedunder the terms of Section 6.2 hereof. The Maturity Date may be extended to December 31,2008 upon written notice by the Borrower to the Lender no later than five (5) Business Days priorto the initial Maturity Date and the payment by the Borrower to the Lender of an extension feeequal to one-quarter of one percent (.25%) of the Maximum Amount committed by Lender at the timethe extension notice is provided by the Borrower to the Lender, provided, however, at the
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time of the notice of extension from the Borrower to the Lender no Event of Default has occurred and iscontinuing.     “Maximum Amount” means at any given time the lesser of (i) Thirty-Eight Million FiveHundred Seventy-Five Thousand and 00/100 Dollars ($38,575,000.00), and (ii) the amount equal tofifty percent (50%) of the Collateral Value; provided, however, at the option of the Borrower theMaximum Amount hereunder may be permanently reduced at any time upon written notice from theBorrower to the Lender.     Middle Tier Entity” or “MTE” means a Delaware limited liability companywholly-owned by either SPE I or SPE II and formed as a single purpose entity solely for the purposeof receiving Capital Contributions from the Borrower and using such Capital Contributions to makeDirect Investments in one specific Property Partnership.     “MTE Convertible Loans” shall mean the loans made by any MTE in one, and only one,Property Partnership, in accordance with the terms of this Agreement with the proceeds ofConvertible Loan Contributions, as an alternative to Direct Investments made with InvestmentContributions, as described in Recital II.H.     “MTE Pledge Agreement” has the meaning assigned to that term in Section3.2.4(c).     “Note” means the Sixth Amended and Restated Note in the aggregate principal amount ofthe Maximum Amount, executed by the Borrower in favor of the Lender as the same may be amended,restated or otherwise modified from time to time.     “Obligations” means any and all of the payment and performance obligations andliabilities of the Borrower or the Guarantors to the Lender under the Credit Documents,existing on the date of this Agreement or arising thereafter, direct or indirect, absolute orcontingent, matured or unmatured, liquidated or unliquidated, or secured or unsecured.     “Organizational Documents” means, with regard to (a) a corporation, its charter andbylaws, (b) a limited partnership, its certificate of limited partnership and agreement of limitedpartnership and any capital contribution agreement, (c) a limited liability company, itscertificate of formation or organization and operating agreement or such similar certificate oragreement as is customary in the jurisdiction of organization for such limited liability companyand any capital contribution agreement, (d) a trust, its charter and declaration of trust, and (e)any other type of entity, documents, agreements and certificates serving substantially the samepurposes as the foregoing.     “Payment Obligations” means the Obligations of the Borrower to reimburse the Lenderfor all amounts advanced to the Borrower hereunder, including, without limitation, any fees,charges and other amounts, including interest due in respect thereof, provided for in thisAgreement.     “Person” means an individual, estate, corporation, partnership, limited liabilitycompany, association, joint stock company, trust, unincorporated organization or other entity.     “Plans” has the meaning set forth in Section 4.10 hereof.
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     “Pledge Agreements” means, collectively: (a) (i) the Amended and Restated EquityPledge Agreement among the Borrower, MSLP and the Lender with respect to the Borrower’s now ownedor hereafter acquired equity interests (including special or administrative interests) in MTEs andProperty Partnerships, as may be amended, restated, modified or otherwise modified or assigned fromtime to time, and (ii) the Amended and Restated MEC and MAH Equity Pledge Agreement among MEC,MuniMae Affordable Housing, Inc. and the Lender with respect to all equity interests in theBorrower and MSLP, each of which is dated as of the date hereof, as may be amended, restated, orotherwise modified or assigned from time to time; (b) the equity pledge agreement between each MTEand the Lender with respect to each MTE’s now owned or hereafter acquired equity interests(including such MTE’s equity interests in its respective Property Partnership); as the same may beamended, restated or otherwise modified or assigned from time to time; (c) the Pledge and SecurityAgreement and Assignment of Loan and Collateral Documents from MMCF in favor of Lender with respectto MMCF’s now owned or hereafter acquired right, title and interest in the loan made to finance theproject listed on Schedule “B” as “Additional Collateral Projects” as more particularly describedin such pledge agreement; (d) Equity Pledge Agreement between MuniMae Affordable Housing, Inc. andthe Lender; (e) West Cedar Management, Inc. Pledge Agreement by West Cedar Managing, Inc. (“WestCedar”) in favor of the Lender with respect to West Cedar’s now owned equity interest in certainMTE’s as set forth therein; (f) Collateral Assignment, Pledge and Security Agreement from MMAOlmsted Green Phase I, LLC in favor of Lender with respect to the collateral pledged therein; (g)Collateral Assignment, Pledge and Security Agreement from MMA St. Aidan’s LLC in favor of Lenderwith respectto collateral pledged therein; (h) Collateral Assignment, Pledge and Security Agreement fromMMA Golden Square, LLC in favor of Lender with respect to the collateral pledged therein.     “Prime Rate” means the variable per annum rate of interest as designated in theWall Street Journal from time to time, plus two (2%) percent.     “Prime Rate Amount” means the principal amount of the Loans bearing interest at thePrime Rate in the event the LIBOR Rate cannot be determined by Lender pursuant to Section 2.5hereof.     “Project” means a real estate project engaged in by a Property Partnership to developand own residential units, which project is intended to qualify for the LIHTC.     “Property Partnership Pledge” means each pledge by the Borrower or an MTE to aProperty Partnership in which the Borrower or an MTE pledges its equity interests in such PropertyPartnership to such Property Partnership as collateral security for the Borrower’s or the MTE’sobligation to make contributions to the capital of such Property Partnership.     “Property Partnerships” means those certain limited partnerships or limited liabilitycompanies taxed as partnerships listed on Schedule “B” attached hereto and incorporatedherein (a) to which the Borrower made or makes Direct Convertible Loans using, in addition toCo-Funding Amounts, the proceeds of the Prior Revolving Loan and/or the Loans, (b) in which theBorrower made or makes Direct Investments using, in addition to Co-Funding Amounts, the proceeds ofthe Prior Revolving Loan and/or the Loan, (c) in which a MTE made or makes Direct Investments orMTE Convertible Loans using the proceeds of Capital Contributions
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and/or the Loans, and (d) Corporate Property Partnerships that for purposes of this Agreement and pursuant to Article VIIhereof converted to Property Partnerships. The sole purpose of such entities shall be to develop,maintain and manage affordable multi-family residential developments for which the LIHTC isavailable and to which a reservation, binding commitment or allocation of LIHTC has been made orfor which all action necessary for the LIHTC has occurred pursuant to an allocation of “volume cap”for the issuance of tax exempt bonds or as otherwise approved by the Lender as set forth in thisAgreement. All Property Partnership governing documents shall provide, without limitation, for(i) the general partner, manager or development sponsor thereof to repurchase the investor’sinterest therein, and (ii) the ability of the Lender (and its successors and assigns) under theagreements described in clauses (a)(i) and (b) of the definition of Pledge Agreements to become,with conditions as set forth in the Property Partnerships’ partnership agreements, the directlimited partner or member in such Property Partnership.     “Release Conditions” means, for a particular Property Partnership (and, if applicable,its related MTE) repayment and performance in full of all Obligations outstanding with respect tosuch Property Partnership (and, if applicable, such MTE) and for a particular Corporate PropertyPartnership (and, if applicable its related MTE) (i) repayment in full of all amounts advanced bythe Borrower or any Guarantor in making Direct Investments, Capital Contributions or DirectConvertible Loans with respect to a particular Corporate Property Partnership, (ii) with respect toCorporate Property Partnerships that are not deemed convertedto a Property Partnership, satisfaction of the condition contained in Section 7.4 hereof, and(iii) upon written approval at any time from Lender, provided the aggregate outstanding principalbalance of all Loans does not exceed the Maximum Amount.     “Reportable Event” has the meaning assigned to it in ERISA.     “Restricted Payment” means any dividend or other distribution (whether in cash,securities or other property) with respect to any capital stock or other equity interest of MuniMaeor any of MuniMae’s Subsidiaries, or any payment (whether in cash, securities or other property),including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,acquisition, cancellation or termination of any such capital stock or other equity interest or ofany option, warrant or other right to acquire any such capital stock or other equity interest.     “Security Documents” means, collectively, the Guaranty, the Pledge Agreements, eachCollateral Assignment, Pledge and Security Agreement and all other agreements and instrumentsentered into between or among the Borrower and the Lender, any of the Guarantors and the Lender,any MTE and the Lender or any other person in favor of the Lender to secure the Obligations, all inform and substance satisfactory to the Lender and its counsel, and in each case as the same may beamended, restated or otherwise modified from time to time.     “SPE I” means MMA Financing Warehousing, LLC, a Maryland limited liability company,its successors and assigns.     “SPE II” means MMA Financing Bond Warehousing, LLC, a Maryland limited liabilitycompany, its successors and assigns.
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     “Subordination Agreement” means the Amended and Restated Subordination Agreement datedas of March 21, 2008 among the Lender, TC Corp., MEC, MuniMae and any MuniMae Subsidiary now orhereafter owned any Indebtedness by TC Corp. or MEC, pursuant to which such Indebtedness issubordinated to payment of the Obligations as may be further ratified, amended, restated orotherwise modified from time to time.     “Subsidiary” shall mean, with reference to any person, any corporation, association,joint stock company, business trust or other similar organization of whose total capital stock orvoting stock such person directly or indirectly owns or controls more than 50% thereof or anypartnership or other entity in which such person directly or indirectly has more than a 50%interest.     “UCC” means the Uniform Commercial Code, as adopted in and in effect in the State ofMaryland from time to time.     1.2 Accounting Terms. All accounting terms used herein shall be interpreted, allaccounting determinations hereundershall be made, and all financial statements required to be delivered hereunder shall beprepared (unless otherwise provided herein) in accordance with GAAP as in effect from time to time.     1.3 Interpretation and Construction. For purposes of this Agreement, except asotherwise expressly provided herein or unless the context otherwise requires:          1.3.1 References to any Person refer to such Person and its successor in title and assigns or(as the case may be) its successors, assigns, heirs, executors, administrators and other legalrepresentatives;          1.3.2 References to this Agreement refer to such document as originally executed and as may beamended, restated or otherwise modified from time to time in accordance with the provisions hereof;          1.3.3 Words importing the singular only shall include the plural and vice versa, and wordsimporting the masculine gender shall include the feminine gender and vice versa, and all referencesto dollars shall be to United States Dollars; and          1.3.4 Grammatical variations of terms defined in this Agreement shall be defined withreference to and in the context of such defined terms (e.g. “Controlling,” “Controlled,” etc. shallbe defined in the context of the definition of the word “Control” to refer to situations in which aPerson holds greater than fifty percent (50%) of the equity of an entity and the power andauthority to elect or otherwise determine a majority of the board of directors or similar governingbody of such entity).**ARTICLE II: LOANS; INTEREST; FEES; COLLATERAL**     2.1 Loans.          2.1.1 Upon the terms and subject to the conditions of this Agreement, and in reliance upon therepresentations, warranties and covenants of the Borrower and the Guarantors
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made herein the Lenderagrees to make loans (“Loans”, each a “Loan”) to the Borrower at the Borrower’s request from timeto time, provided that the maximum aggregate principal amount of all Loans outstanding atany time shall not at any time exceed the Maximum Amount, and provided, further,that at the time the Borrower requests a Loan there has not occurred and is not continuing anyDefault or Event of Default. The Borrower agrees that it shall be an Event of Default if at anytime the debit balance of the Loan Account at such time shall exceed the Maximum Amount unless theBorrower shall, upon notice of such excess from the Lender, within two (2) Business Days of suchnotice, pay cash to the Lender to be credited to the Loan Account in such amount as shall benecessary to eliminate the excess. All requests for Loans shall be made in writing by the Borrowerpursuant to Section 3.2.2 hereof and otherwise shall be in such form and shall be made in suchmanner as the Lender reasonably may require. The Obligations on account of Loans shall beevidenced by the Note.          2.1.2 Loans may be prepaid in whole or in part at any time and from time to time withoutpremium or penalty. Interest accrued on the amounts so prepaid to the date of such payment and all(if any) outstanding fees and charges must be paid no later than the first day of the monthfollowing the month in which such prepayment is made.          2.1.3 Except as set forth in Section 2.5 with respect to LIBOR Rate Amounts, intereston Loans shall be payable monthly in arrears on the first (1st) Business Day of eachcalendar month until the Maturity Date. The principal amount of all Loans made to fund DirectInvestments or Direct Convertible Loans to a particular Property Partnership, and all Loans made tofund Capital Contributions to a particular Middle Tier Entity, together with all unpaid interestthereon and other Obligations incurred with respect thereto, shall, in the ordinary course, berepaid with the cash proceeds of Investor contributions to the Investment Partnership investing insuch Property Partnership or MTE which shall be paid by such Investment Partnership to the Borrowersimultaneously with and in consideration of the assignment by the Borrower to such InvestmentPartnership of all of the Borrower’s right and title to and interest in the equity in such PropertyPartnership or MTE, but in any event shall be repaid on or before the Maturity Date.          2.1.4 Notwithstanding Section 2.1.3, with respect to each Project that has qualifiedor is intended to qualify for so-called historic tax credits, the Borrower shall repay all Loans(together with all accrued and unpaid interest thereon and any other Obligations incurred withrespect thereto) made with respect to the related Property Partnership or MTE not later than 15days before the projected date on which the certificate of occupancy for the underlying Project isto be issued.     2.2 [Reserved].     2.3 Loan Account. The Lender shall enter Loans pursuant to this Agreement, and anyother advances made by the Lender to the Borrower pursuant to this Agreement as debits in the LoanAccount. The Lender shall also record in the Loan Account all payments made by the Borrower onaccount of the principal of the Loans and may also record therein, in accordance with customaryaccounting practices, other debits and credits, including customary charges and all interest, fees,charges and expenses chargeable to the Borrower under this Agreement. The debit balance of theLoan Account shall reflect the amount of the Borrower’s Obligations from time to time by reason ofLoans and other appropriate charges hereunder. Upon request from
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any Borrower or Guarantor, the Lender shall render a statement of account showing as of its date all entries since the laststatement of the Loan Account which, absent manifest error and unless within thirty (30) days ofsuch date notice to the contrary is received by the Lender from the Borrower, shall be presumedcorrect and accepted by the Borrower and shall be conclusively binding upon it.     2.4 Interest and Fees.          2.4.1 Loans shall bear interest at a rate per annum equal to the Interest Rate in effect fromtime to time; provided that if an Event of Default shall occur, then the unpaidbalance of Loans shall bear interest, to the extent permitted by law, compounded monthly at aninterest rate equal to the Default Rate in effect on the day such Event of Default occurs, untilall then existing Events of Default are cured or waived.          2.4.2 Without limiting any of the Lender’s other rights hereunder or by law, if any intereston any Loan or any portion thereof is not paid within five (5) days after its due date, theBorrower shall pay to the Lender on demand a late payment charge equal to 5% of the amount of thepayment due and outstanding.     2.5 Prime Rate Applicability.          2.5.1 If on any date in which the LIBOR Rate would otherwise be set the Lender notified theBorrower that the Lender shall have determined reasonably in good faith (which determination shallbe final and conclusive) that, by reason of changes affecting the LIBOR market for dollar deposits,adequate and reasonable means do not exist for ascertaining the LIBOR Rate, or at any time theLender has notified the Borrower that the Lender shall have determined reasonably in good faith(which determination shall be final and conclusive) that:               (a) The making of a loan subject to a LIBOR Rate has been made impracticable or unlawful by(1) the occurrence of a contingency that materially and adversely affects the LIBOR market fordollar deposits or (2) compliance by the Lender in good faith with any applicable law orgovernmental regulation, guideline or order or interpretation or change thereof by any GovernmentalAuthority charged with the interpretation or administration thereof or with any request ordirective of any such administration thereof or with any request or directive of any suchGovernmental Authority (whether or not having the force of law); or               (b) If the Lender shall determine that adequate and reasonable means do not exist to be ableto determine the LIBOR Rate, then, and in any such event, the Lender shall forthwith so notify theBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than thedate such notice is given) the Lender shall, with respect to the then outstanding LIBOR RateAmounts, convert the same to loans bearing interest at the Prime Rate and such conversion shall notrequire any payments by the Borrower.          2.5.3 If any Interest Period would otherwise end on a day which is not a Business Day forLIBOR Rate purposes, that Interest Period shall end on the Business Day next preceding or nextsucceeding such day as determined by the Lender as set forth in a written notice to the Borrower,at the beginning of such Interest Period.
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          2.5.4 [Reserved].     2.6 Payments and Computations.          2.6.1 The Borrower shall make each payment to the Lender hereunder not later than 2:00 p.m. onthe day when due to the Lender at 621 East Pratt Street, 3rd Floor, Baltimore, Maryland21202 (or such other address designated by the Lender by written notice to the Borrower pursuant toSection 8.4 hereof), in lawful currency of the United States of America in immediatelyavailable funds. Each payment shall be made without any set-off, counterclaim, withholding ordeduction whatsoever. In all events, all outstanding Obligations, including, without limitation,all outstanding amounts of the Loans together with all unpaid interest thereon and all fees,charges and other amounts due hereunder shall be due and payable on the Maturity Date. Allpayments (other than proceeds received in connection with the satisfaction of Release Conditionsfor a Property Partnership or Middle Tier Entity) shall be applied first to the payment of allfees, expenses and other amounts due to the Lender (excluding principal and interest), then toaccrued interest, then to outstanding principal with respect to such Property Partnerships or MTEsfor which Loans are then outstanding and the balance to the Borrower. All proceeds received inconnection with the satisfaction of Release Conditions for a Property Partnership or MTE shall beapplied first to the principal outstanding with respect to the Loans made in connection with DirectConvertible Loans or Direct Investments in such Property Partnership, or the Capital Contributionto such MTE, then to accrued interest, fees and expenses with respect to any of the foregoing, then(if and to the extent there is not then outstanding a Default or an Event of Default) to therepayment to the Borrower (or, if so directed by the Borrower, to such Guarantor or Guarantors) ofCo-Funding Amounts related to such Property Partnership or MTE, and the balance as set forth in theimmediately preceding sentence. Notwithstanding the foregoing, after demand, payments will beapplied to the Obligations of Borrower to the Lender as the Lender may determine in itsunrestricted discretion.          2.6.2 Except as otherwise provided herein, all computations of fees and interest shall be madeon the basis of a year of 360 days for the actual number of days elapsed.          2.6.3 Whenever any payment to be made hereunder shall be stated to be due on a day which isnot a Business Day, unless otherwise provided herein, such payment shall be made on the nextsucceeding Business Day, and such extension of time shall in each such case be included in thecomputation of interest or fees.          2.6.4 In the event that payment to the Lender hereunder is made after 2:00 p.m. on a BusinessDay, such payment shall be deemed received on the immediately following Business Day, and suchextension of time shall be included in the computation of interest or fee.          2.6.5 Any rate of interest hereunder based upon or measured by reference to Prime Rate shallchange automatically and immediately as and when Prime Rate changes, without prior notice to theBorrower. Any change in Prime Rate shall not affect or alter any of the terms and conditions ofthis Agreement, all of which shall remain in full force and effect.     2.7 Obligations Absolute. The Payment Obligations of the Borrower under thisAgreement shall be unconditional and irrevocable and shall be paid strictly in accordance with
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the terms of this Agreement under all circumstances, including, without limitation, the followingcircumstances: (a) any lack of validity or enforceability of any agreement or other documentrelated to the transaction with respect to which any Loan is made; (b) any departure from all orany of the terms of any such agreement or document, except any departure resulting from the willfulmisconduct or gross negligence of the Lender; (c) existence of any claim, setoff, defense or otherright which any Borrower may have at any time against the Lender whether in connection with thisAgreement, any such agreement or other document, the transactions contemplated herein or therein orin any unrelated transaction; or (d) any other circumstance or happening whatsoever, whether or notsimilar to any of the foregoing unless resulting from the gross negligence or willful misconduct ofthe Lender.     2.8 Grant of Security. As security for the payment and performance of allObligations, the Lender shall have, subject to the terms and conditions set forth in the SecurityDocuments, a continuing first priority perfected lien and security interest in the Collateraldescribed in the Security Documents. In connection with the provision of any Collateral, theBorrower shall also deliver to the Lender any third-party consents (in form and substancesatisfactory to the Lender and its counsel) or waivers required for the granting of such security.     2.9 Guaranty. The Obligations of the Borrower to the Lender under the CreditDocuments are guaranteed (i) by the Guarantors (other than MMCF) pursuant to that certain Joint andSeveral Guaranty made by MFH, MEC, TC Corp., MSLP, MuniMae, BFGLP, BFRP and BFG Investments, (ii)by MMA Construction Finance, LLC pursuant to that certain Limited Recourse Guaranty both dated asof the date hereof (collectively, as the same may be amended, restated or otherwise modified fromtime to time, the “Guaranty”).     2.10 Maturity. The Lender’s obligation to make Loans and the Borrower’s right toborrow hereunder shall terminate on the Maturity Date.     2.11 Posting of Collateral. At any time and from time to time, upon the request ofthe Borrower, the Lender may approve the pledge of additional property partnerships, equityinterests in MTEs related to additional property partnerships, construction loans, or any othertype of collateral proposed by the Borrower, subject to the approval of MRC Investment Committee(“Lender’s Credit Committee”) in its sole and absolute discretion, as additional Collateralsecuring the Obligations hereunder. Upon the approval of Lender’s Credit Committee, in its solediscretion, of one or more additional property partnerships, equity interests, construction loansor additional collateral as Collateral securing the Obligations, such additional collateral shallbe deemed a Property Partnership, Corporate Property Partnership or Additional Collateralhereunder, as agreed to by Lender and Borrower, and the Borrower, MTE and/or Guarantor, as the casemay be, shall execute an equity pledge agreement or pledge and security agreementin the form substantially similar to the Pledge Agreements. Schedule B attached hereto andlisting the Property Partnerships shall automatically and without further actions of either partybe amended to include such additional property partnerships as Collateral.     2.12 [Reserved].     2.13 [Reserved].
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     2.14 Change in Laws. Anything hereinbefore to the contrary notwithstanding, if anyfuture applicable law (which expression, as used in this Agreement, includes statutes and rules andregulations thereunder and interpretations thereof by any competent court or by any governmental orother regulatory body or official charged with the administration or the interpretation thereof andrequests, directives, instructions and notices at any time or from time to time heretofore orhereafter made upon or otherwise issued to the Lender shall (1) subject the Lender to any tax,levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to thisAgreement, the loans or the payment to the Lender of any amounts due to it hereunder, or (2)materially change the basis of taxation of payments to the Lender of the principal or the intereston or any other amounts payable to the Lender hereunder, or (3) impose or increase or renderapplicable any special or supplemental special deposit or reserve or similar requirements orassessment against assets held by, or deposits in or for the account of, or any liabilities of, orloans by an office of the Lender in respect of the transactions contemplated herein, or (4) imposeon the Lender any other conditions or requirements with respect to this Agreement, the MaximumAmount, or any loan made hereunder, and the result of any of the foregoing is (a) to increase thecost of making, funding or maintaining all or any part of the Loans, or (b) to reduce the amount ofprincipal, interest or other amount payable to the Lender hereunder, or (c) to require the Lenderto make any payment or to forego any interest or other sum payable hereunder, the amount of whichpayment or foregoing interest or other sum is calculated by reference to the gross amount of anysum receivable or deemed received by the Lender from the Borrower hereunder, then, and in each suchcase not otherwise provided for hereunder, the Borrower will, upon demand made by the Lenderaccompanied by calculations thereof in reasonable detail, pay to the Lender such additional amountsas will be sufficient to compensate the Lender for such additional cost, reduction, payment orforegone interest or other sum, provided that the foregoing provisions of this sentence shall notapply in the case of any additional cost, reduction, payment or foregone interest or other sumresulting from any taxes charged upon or by reference to the overall net income, profits or gainsof the Lender.     2.15 Term of Agreement. This Agreement shall remain in full force and effect so longas any Obligations remain outstanding or the Lender has any commitment to make Loans.**ARTICLE III: CONDITIONS PRECEDENT**     3.1 Conditions Precedent to Effectiveness of this Agreement. The obligationof the Lender to continue the credit facility pursuant to this Agreement is subject to thecondition that the Lender shall have received, on or before the date hereof, in form and substancesatisfactory to the Lender:          3.1.1 Fully executed originals of, or the Borrower shall have accomplished or caused to beaccomplished, the documents and actions listed on the closing checklist attached hereto asExhibit 3.1.1; and          3.1.2 Such other instruments, documents or actions as the Lender or its counsel may reasonablyrequest.
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     3.2 Conditions Precedent to Making Loans. The obligation of the Lender to make anyLoans is further subject to the fulfillment to the satisfaction of the Lender immediately prior toor contemporaneously with the making of such Loan of each of the following conditions:          3.2.1 The representations and warranties contained in this Agreement or otherwise made inwriting by or on behalf of the Borrower or the Guarantors pursuant hereto or in connection with thetransactions contemplated hereby shall be true and correct in all material respects at the time ofthe making of each such Loan (except for representations and warranties limited as to time or withrespect to a specific event, which representations and warranties shall continue to be limited tosuch time or event) with and without giving effect to such Loan and the application of the proceedsthereof. The Lender may without waiving this condition consider it fulfilled, and a representationby the Borrower and the Guarantors to such effect made, as of the date each Loan is made if nowritten notice to the contrary, dated the date of such Loan is received from the Borrower orGuarantors. In the event that any of the Borrower or the Guarantors submits a written notice ascontemplated by the preceding sentence, the conditions set forth in this Section will be consideredfulfilled if such notice specifies in detail the exceptions to the representations and warrantiesas of the date of such Loan, the exceptions as stated in such notice are satisfactory to the Lenderand the Lender so notifies the Borrower and the Guarantors.          3.2.2 At the time of making each such Loan:               (a) the Borrower and each Guarantor shall have performed and complied in all material respectswith all agreements and conditions contained in this Agreement or in any of the Credit Documentsrequired to be performed or complied with by it prior to or at such time;               (b) no Default or Event of Default shall have occurred and be continuing or would result fromthe making of such Loan;               (c) there shall have been no material adverse change in the condition (financial orotherwise), business or properties of the Borrower or Guarantors since the date of this Agreement;               (d) the Co-Funding Amount required pursuant to the terms of this Agreement for such Loan shallhave been obtained by the Borrower in accordance with the definition of “Co-Funding Amount” setforth in Section 1.1 hereof; and               (e) the Lender shall have received a written request from an employee or officer of theBorrower to the Lender requesting that the Lender make a Loan, which written request shall specifythe amount of the Loan requested and shall be accompanied by a borrowing base certificatesubstantially in form attached hereto as Exhibit 3.2 with each such request.          3.2.3 Direct Investment by Borrower. In addition, prior to or concurrently with themaking of the initial Loan at Closing, the Borrower or a Guarantor shall deliver to the Lender’scounsel on behalf of the Lender a copy of each Property Partnerships’ partnership agreement and theother Organizational Documents for each Property Partnership. If and to the extent determined bythe Lender’s counsel to be required, the Borrower or a Guarantor shall also
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deliver to the Lender’scounsel an acknowledgement and consent from each Property Partnership that received a DirectInvestment (and, if determined by the Lender to be required, its equity holders), in the form setforth as Exhibit A to the Pledge Agreement described in clause (a)(i) of the definition of PledgeAgreement.          3.2.4 Investment Contribution by Borrower/Direct Investment by Middle Tier Entity. Inaddition, prior to the making of the initial Loan on the Closing Date in connection with anInvestment Contribution to a particular Middle Tier Entity (and, in turn, a Direct Investment bysuch MTE to a Property Partnership), the Borrower or a Guarantor will deliver, or cause theapplicable MTE to deliver, to the Lender’s counsel on behalf of the Lender:               (a) the Organizational Documents of the MTE that received or is intending to receive theInvestment Contribution;               (b) all of the documents required in connection with a Direct Investment by the Borrower asdescribed in Section 3.2.3, including, without limitation, the Organizational Documents ofeach Property Partnership that received a Direct Investment from the MTE funded with the proceedsof such Capital Contribution;               (c) a Pledge Agreement, executed and delivered by the respective MTE to the Lender evidencingthe assignment of and grant of a first priority perfected security interest in all of such MTE’sthen owned or thereafter acquired equity interests, including, without limitation, the equityinterests in the Property Partnership in which such MTE made Direct Investments;               (d) such evidence as the Lender may reasonably require establishing that the Lender’s securityinterest arising under the MTE pledge pursuant to Section 3.2.4(c) above applicable to such MTE hasbeen perfected as a first priority perfected security interest, including, without limitation, (i)a UCC search report conducted in Delaware with respect to the MTE, confirming that there are nosecurity interests, liens, or encumbrances on the MTE other than the security interests granted inthe MTE pledge pursuant to Section 3.2.4(c) above(and confirming the filing of a UCC-1 financing statement in favor of the Lender and namingthe MTE as debtor), (ii) any consents required with respect to any collateral in which the MTE hasrights as of the execution date of the MTE pledge, and (iii) the certificates, if any, evidencingany collateral held by the MTE as of the execution date of the MTE pledge agreement, together withundated assignment(s) thereof executed in blank by the MTE.          3.2.5 Direct Convertible Loans and Convertible Loan Contributions by Borrower/ConvertibleLoans by MTEs. In addition, prior to or concurrently with the making of the initial Loan onthe Closing Date in connection with a Direct Convertible Loan to a particular Property Partnership,or in connection with a Convertible Loan Contribution to a particular Middle Tier Entity (and, inturn, a Convertible Loan by such MTE to a Property Partnership), the Borrower or a Guarantor willdeliver, or cause the applicable MTE to deliver, to the Lender’s counsel on behalf of the Lender:               (a) the Organizational Documents of the Property Partnership that received the ConvertibleLoan;
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               (b) in the case of a Convertible Loan Contribution, the Organizational Documents of the MTEthat received such Convertible Loan Contribution;               (c) a Collateral Assignment, Pledge and Security Agreement, executed and delivered to theLender substantially in the form of Exhibit 3.2.5(c) attached hereto (a “CollateralAssignment, Pledge and Security Agreement”), evidencing the assignment of and the grant of a firstpriority perfected security interest in all of the Borrower’s or, as the case may be, MTE’s right,title and interest in and to the following:                    (i) the Convertible Loan Agreement entered into between the Borrower, or as the case may be,the MTE, and the Property Partnership receiving such Convertible Loan;                    (ii) the promissory note evidencing such Convertible Loan;                    (iii) guaranties of repayment of such Convertible Loan from one or more of the developers andequity holders of the Property Partnership receiving such Convertible Loan;                    (iv) the pledge by all of the equity holders of the Property Partnership receiving suchConvertible Loan of their equity interests in such Property Partnership to the Borrower, or as thecase may be, such MTE accompanied by, to the extent applicable, delivery of any related securitycertificates and an instrument of transfer executed in blank therefore; and                    (v) any other collateral, security or guaranty which the Borrower, or as the case may be, suchMTE receives from the Property Partnership receiving such Convertible Loan (or its equity holdersor developer) as security for the repayment of such Convertible Loan;               (d) an allonge to the promissory note evidencing such Convertible Loan, executed in blank;               (e) any UCC Financing Statements or other such instruments, documents, certificates, filingsor agreements as the Lender may reasonably require; and               (f) such evidence as the Lender may reasonably require establishing that the Lender’s securityinterest arising under the Collateral Assignment, Pledge and Security Agreement applicable to suchConvertible Loan has been perfected as a first priority perfected security interest, including,without limitation, a UCC-11 search report conducted in Delaware with respect to the Borrower orthe MTE, as applicable, confirming (i) the filing of a UCC-1 financing statement in favor of theLender and naming the Borrower or the MTE, as applicable, as debtor and (ii) that there are nosecurity interests, liens, or encumbrances on the Borrower or the MTE other than the securityinterests granted in the Collateral Assignment, Pledge and Security Agreement or, in the case of aBorrower, otherwise granted in favor of the Lender.          3.2.6 Assuming the documents required pursuant to Section 3.2.3, 3.2.4 or 3.2.5 havebeen delivered with respect to a particular Property Partnership or, if applicable, a particular
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MTE, the Borrower may request additional Loans with respect to such Property Partnership or MTE bycomplying with the requirements of Sections 3.2.1 and 3.2.2.     3.3 Delivery of Documents. Drafts of the documents required to be delivered by theBorrower under Sections 3.2.2, 3.2.3, 3.2.4 or 3.2.5 in connection with a request for aLoan shall be delivered to the Lender at least three (3) Business Days prior to the intended makingof such Loan. The Borrower shall deliver to the Lender copies of fully-executed counterparts ofsuch documents prior to or on the date of the making of such Loan. The copies of fully-executedcounterparts of such documents may be delivered via facsimile or electronic mail.     3.4 Conditions Precedent to Releasing Collateral. Assuming that no Event of Defaultis then existing, the Lender shall release all of the Collateral relating to a specific PropertyPartnership or Middle Tier Entity solely upon satisfaction of the Release Conditions applicablethereto. Upon satisfaction of the Release Conditions for a particular Property Partnership or MTE,(a) the Borrower shall make no further Capital Contributions, Direct Investments or DirectConvertible Loans, either through the use of proceeds of Loans or otherwise to such PropertyPartnership, or MTE; and (b) the Lender shall remit to the Borrower, cash, if and to the extentactually received by the Lender and not required to be applied to the Obligations pursuant toSection 2.6.1, in an amount equal to the aggregate Co-Funding Amounts deposited therein inconnection with all Loans made to enable the Borrower to make (i) Direct Investments or DirectConvertible Loans to such Property Partnership or (ii) Capital Contributions to such MTE.     3.5 Financing Statement Filings. The Lender (including any assignee) shall have the right tofile, without furtherauthorization by the Borrower, the initial financing statements with respect to the Collateralpledged under the Pledge Agreements and all necessary continuation statements, assignments andamendments within the time prescribed by the Uniform Commercial Code in order to continue thesecurity interests created under the Prior Revolving Loan and any security interests granted underthe Pledge Agreements.**ARTICLE IV: REPRESENTATIONS AND WARRANTIES**     In order to induce the Lender to enter into this Agreement and to make Loans hereunder, theBorrower and Guarantors, jointly and severally, make the following representations and warrantiesto the Lender (which representations and warranties shall survive the execution and delivery ofthis Agreement and the making of any Loans):     4.1 Organization and Qualification.          4.1.1 Each of MFH, MEC, TC Corp., BFRP and MSLP (a) is a corporation, duly organized, validlyexisting and in good standing under the laws of the state of its organization and is organized inonly one jurisdiction, (b) has all requisite corporate power and authority to own its property,conduct its business as now conducted and as presently contemplated, and (c) is duly qualified andin good standing in each jurisdiction (which jurisdictions are listed on Section 4.1 of theDisclosure Schedule) where the nature of its business (present or proposed) requires suchqualification under applicable law except where the failure to be so qualified would not have amaterially adverse effect on its ability to perform its obligations hereunder. Each of MuniMae,BFGLP, BFG Investments, SPE I, SPE II, MMCF and each MTE
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(x) is a limited liability company dulyorganized, validly existing and in good standing under the laws of the state of its organization,(y) has all requisite power and authority to own its property and conduct its business as nowconducted and as presently contemplated; and (z) is duly qualified and in good standing in eachjurisdiction (which jurisdictions are listed in Section 4.1 of the Disclosure Schedule) where thenature of its properties or its business (present or proposed) requires such qualification underapplicable law except where the failure to be so qualified would not have a materially adverseeffect on its ability to perform its obligations hereunder. As of the date hereof, the Borrower’sand each Guarantor’s correct legal name, jurisdiction of organization, principal place of business,chief executive office, federal tax identification number and, if applicable, state organizationalnumber and each other name used by such entity during the five years prior to the date hereof(including any tradename) are set forth in Section 4.1 of the Disclosure Schedule.          4.1.2 The sole purposes of SPE I and SPE II is (a) to acquire equity interests in PropertyPartnerships by making Direct Investments, (b) to acquire equity interests in Middle Tier Entitiesby making Capital Contributions, (c) to make Direct Convertible Loans to Property Partnerships, (d)to convey to Investment Partnerships all of its right, title and interest in and to such PropertyPartnerships and MTEs upon the admission through syndication ofInvestors as limited partners of Investment Partnerships, and (e) purposes ancillary to suchCapital Contributions, Direct Investments, Direct Convertible Loans and syndications.          4.1.3 MSLP’s sole purposes is to serve as the so-called “special limited partner”,“administrative limited partner” “special member” or “special administrative member,” asapplicable, for each Property Partnership receiving a Direct Investment (and to serve as generalpartner, manager or managing member, as applicable, if so required or permitted under such PropertyPartnership’s Organizational Documents).          4.1.4 The sole purpose of each Middle Tier Entity is (a) to receive Capital Contributions fromSPE I and SPE II, (b) with respect to a single Property Partnership, to use funds provided by suchCapital Contributions to (i) acquire equity interests in a such Property Partnership by makingDirect Investments therein and (ii) make MTE Convertible Loans to such Property Partnership, and(c) purposes ancillary to such Direct Investments and MTE Convertible Loans.     4.2 Capitalization. As of the date hereof, all of the issued and outstanding equityand voting rights in the Borrower and each of the Guarantors (other than MuniMae and MMCF) is heldby the Persons and in the amounts or percentages set forth in Section 4.2 of the DisclosureSchedule. There are no outstanding securities or agreements exchangeable for or convertible intoor carrying any rights to acquire any equity interests in any of the Borrower or Guarantors (otherthan MuniMae or MMCF). Except as set forth in Section 4.2 of the Disclosure Schedule, and exceptfor Encumbrances permitted pursuant to Section 5.1 hereof, there are no outstandingcommitments, options, warrants, calls or other agreements (whether written or oral) binding on theBorrower or any of the Guarantors (other than MuniMae or MMCF) which require or could require saidparty to sell, grant, transfer, assign, mortgage, pledge or otherwise dispose of any equityinterests of said party. Except as set forth in the Borrower’s or Guarantors’ OrganizationalDocuments and Section 4.2 of the Disclosure Schedule, no equity interests of any of the Borrower orthe Guarantors (other than MuniMae or MMCF) are subject to any restrictions on
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transfer or any agreements, voting agreements, trust agreements, trust deeds, irrevocable proxies, or any othersimilar agreements or interests (whether written or oral), other than (a) Encumbrances permittedpursuant to Section 5.1 hereof, and (b) restrictions and agreements entered into inconnection with Indebtedness permitted under Section 5.17 hereof. Until Release Conditionswith respect to a MTE have been satisfied, either SPE I or SPE II shall own all of the equityinterests in such MTE.     4.3 Authorization. The execution, delivery and performance by the Borrower, eachGuarantor and each Middle Tier Entity of each of the Credit Documents and the other documentsrelated thereto or contemplated thereby to which it is or will be a party (a) have been and will beduly authorized by all necessary action on its part; (b) do not and will not conflict with, orresult in a violation of, any provision of law or any order, writ, rule or regulation of any courtor governmental agency or instrumentality binding upon or applicable to it or its organizationaldocuments; (c) do not and will not conflict with, result in a violation of, or constitute a defaultunder, any materialagreement, mortgage, indenture or instrument to which it is a party or by which it or itsproperty is bound; and (d) do not and will not result in, or require, the creation or imposition ofany lien (other than as permitted, arising under or contemplated by the Credit Documents) upon orwith respect to any of its property.     4.4 Title to Properties; Absence of Liens. As of the date of this Agreement, exceptas set forth in Section 4.4 of the Disclosure Schedule, the Borrower, each Guarantor and each MTEhas and will have good title to all of its respective assets and rights of every name and naturenow purported to be owned or managed by it, in each case free from all liens, charges andencumbrances whatsoever except for insubstantial defects in title which do not materially detractfrom the value or impair the use of the affected properties and liens, charges or encumbrancespermitted under Section 5.1 hereof. The rights, properties and other assets presentlyowned, leased, licensed or managed by the Borrower or any Guarantor and described elsewhere in thisAgreement, including all Exhibits hereto, include all rights, properties and other assets necessaryto permit the Borrower and each Guarantor to conduct its business in all material respects in thesame manner as such business has been conducted prior to the date hereof or as contemplated by thisAgreement.     4.5 Compliance. The Borrower, each Guarantor and each MTE has and will have allnecessary permits, approvals, authorizations, consents, licenses, franchises, registrations andother rights and privileges (including patents, trademarks, trade names and copyrights, if any) toallow it to own and operate its business without any violation of law or the rights of others(except for any such violation as would not materially and adversely affect the condition(financial or otherwise), properties, business or results of operations of the Borrower, anyGuarantor or any MTE); and the Borrower, each Guarantor and each MTE is and will be dulyauthorized, qualified and licensed under and in compliance with all applicable laws, regulations,authorizations and orders of public authorities, including, without limitation, to the best of theBorrower’s and each Guarantor’s actual knowledge after due inquiry, laws relating to toxic orhazardous wastes, substances or materials and protection of the environment (except where thefailure to comply would not materially and adversely affect the condition (financial or otherwise),properties, business or results of operations of any Borrower or any Guarantor). The Borrower,each Guarantor and each MTE has performed and will perform all obligations required to be performedby it under, and is not in default under or in violation of, its
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organizational or charter documents or any agreement, lease, mortgage, note, bond, indenture, license, permit, order,authorization or other instrument or undertaking to which it is a party or by which any of it orany of its properties are bound, except for violations which either individually or in theaggregate would not have any material adverse effect on the business, condition (financial orotherwise) or assets of the Borrower, any Guarantor or any MTE.     4.6 Solvency. Each of the Borrower and Guarantors has and, after giving effect to theLoans will have, assets (both tangible and intangible) having a fair salable value in excess of theamount required to pay the probable liability on its then-existing debts (whether matured orunmatured, liquidated or unliquidated,fixed or contingent); each of the Borrower and Guarantors has and will have access to adequatecapital for the conduct of its respective businesses and the discharge of its respective debtsincurred in connection therewith as such debts mature.     4.7 Events of Default. As of the date of this Agreement, no Default or Event ofDefault exists.     4.8 Taxes. (a) The Borrower, each Guarantor and each MTE has filed and will file allfederal, state and other material tax returns required to be filed, or has obtained lawfulextensions with respect to such filings, and all federal, state and other material taxes,assessments and other such governmental charges due from each of them have been and will be fullypaid, (b) neither the Borrower, any Guarantor nor any MTE has executed or will execute any waiverthat would have the effect of extending the applicable statute of limitations in respect of its taxliabilities, and (c) the Borrower, each Guarantor and each MTE has established and will establishon its books reserves in accordance with GAAP (except as otherwise disclosed in writing to theLender) adequate for the payment of all federal, state and other tax liabilities.     4.9 Restrictions on the Borrower and the Guarantors. Neither the Borrower, anyGuarantor, nor any MTE is or will be a party to or bound by any contract, agreement or instrument,nor subject to any restriction which will, under current or reasonably foreseeable conditions,materially and adversely affect its business, property, assets, operations or conditions, financialor otherwise.     4.10 ERISA. Except as set forth in Section 4.10 of the Disclosure Schedule, theBorrower, each Guarantor, and each “employee pension benefit plan” and each “employee welfarebenefit plan” (as defined in ERISA) maintained by the Borrower or any Guarantor (collectively, the“Plans”) are in compliance in all material respects with ERISA, the provisions of the Codeapplicable to the Plans and the terms of such Plans; neither the Borrower nor any Guarantor nor anyPlan has engaged in a “prohibited transaction” (as defined in ERISA and the Code) which wouldsubject the Borrower, any Guarantor, any such Plan or any party in interest (as defined in Section3(14) of ERISA) (hereinafter “ERISA Party-in-Interest”) or disqualified person (as defined inSection 4975 of the Code) (hereinafter an “ERISA Disqualified Person”) with respect to any suchPlan to a tax or penalty that could have a material adverse effect on the Borrower or a Guarantor;neither the Borrower nor any Guarantor nor any Plan has incurred any unpaid “minimum requiredcontribution” (as defined in 430(a) of the Code and Section 303 of ERISA); the aggregate currentvalue of all assets of the funded Plans of the Borrower and any Guarantor which are single-employerplans is at least equal to the aggregate current value of all accrued benefits under such Planscalculated in accordance with actuarial assumptions current as
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of the date of this representation and warranty on an on-going Plan basis; neither the Borrower norany Guarantor has incurred any liability to the Pension Benefit Guaranty Corporation over and abovebasic benefit premiums required by law Section 4007 of ERISA; and neither the Borrower nor anyGuarantor has terminated any Plan, in whole or in part, in a manner which could result in theimposition of a lien on the property of the Borrower or any Guarantor.     4.11 Environmental and Regulatory Compliance. As to each of the real properties inwhich the Borrower holds a direct or indirect ownership or beneficial interest, except as describedin Section 4.11 of the Disclosure Schedule, each such property, to the Borrower’s and eachGuarantor’s actual knowledge (based on third-party environmental reports received at the time eachsuch real property was acquired), is presently in compliance in all material respects with and hasin full force and effect all material permits or material approvals required by all applicablelaws, ordinances or regulations, including, without limitation, Environmental Laws (as defined inSection 5.23). If any such property is not in compliance with the foregoing, the Borrowerand the Guarantors are in the process of performing and/or using their commercially reasonableefforts to cause the general partners of each Property Partnership to perform, their respectiveobligations relative to such property, and such non-compliance does not have or will not have amaterial adverse effect on the business of the Borrower or the Guarantors or properties in whichthe Borrower or any Guarantor holds a direct or indirect ownership or beneficial interest. Exceptas set forth in Section 4.11 of the Disclosure Schedule, no written inquiry, claim, complaint,court order, request for information, notice or threat to give notice by any Governmental Authorityor third party has been received by the Borrower or any Guarantor with respect to the foregoingproperty, nor does the Borrower or any Guarantor have any actual knowledge of any oral inquiry,claim, complaint, court order, request for information, notice or threat to give notice by anyGovernmental Authority or third party with respect to the foregoing property, alleging violation ofor asserting any noncompliance with applicable law, ordinances or regulations and EnvironmentalLaws.     4.12 Contracts with Affiliates, Etc. Neither Borrower, any Guarantor nor any MTE isor will be a party to or otherwise bound by any agreement, instrument or contract (whether writtenor oral) with any Affiliate that would materially and adversely affect the condition (financial orotherwise), properties, business or results of operations of the Borrower, any Guarantor or anyMTE.     4.13 Regulatory Approvals. No authorization, consent, approval, permit, license,exemption from or filing or registration with any court or governmental department, commission,board, bureau, agency or instrumentality is necessary for the valid execution, delivery orperformance by the Borrower, any Guarantor or any MTE of the Credit Documents, except for thefiling of UCC-1 financing statements.     4.14 Enforceability. Each of the Credit Documents constitutes, and the otherdocuments contemplated thereby to which the Borrower, any Guarantor or any MTE is or will be aparty, when executed and delivered by it, does or will constitute its legal, valid and bindingobligations, enforceable in accordance with their respective terms, except as such enforceability(but not validity) may be limited by general principles of equity or applicable bankruptcy,insolvency, reorganization or other similar laws of general application affecting the rights ofcreditors and secured parties.
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     4.15 Liens. Each of the Security Documents, to the extent therein provided, createsvalid, binding and enforceable security interests in the Collateral in favor of the Lender, exceptas such enforceability (but not validity) may be limited by general principles of equity orapplicable bankruptcy, insolvency, reorganization or other similar laws of general applicationaffecting the rights of creditors and secured parties. There are no liens upon any of theCollateral, except liens granted by the Security Documents or disclosed in Section 4.15 of theDisclosure Schedule.     4.16 Litigation. Except as set forth in Section 4.16 of the Disclosure Schedule,there are no suits, actions, proceedings or investigations pending or, to the knowledge of theBorrower or any Guarantor, threatened against or affecting the Borrower, any Guarantor or any MTEor any of their respective properties which would materially and adversely affect any of thetransactions contemplated by this Agreement or which, if determined adversely, could reasonably beexpected to have a material adverse effect on the condition (financial or otherwise), properties oroperations of the Borrower or any Guarantor or adversely affect the ability of the Borrower or anyGuarantor to perform its respective obligations hereunder.     4.17 Lender’s Representation and Warranty. The Lender represents and warrants to eachBorrower and Guarantor that it has the authority to enter into this Agreement and the execution anddelivery of this Agreement and all other Credit Documents and the obligations of Lender hereunderand under all Credit Documents has been approved and all necessary consents and approvals requiredhave been received as of the date hereof. The execution, delivery and performance by the Lenderhereunder and under the other Credit Documents to which it is a party (a) do not and will notconflict with or result in a violation of any provision of law or any order, write, rule orregulation of any court or governmental agency or instrumentality binding upon or applicable to itor its organizational documents, and (b) do not and will not conflict with, result in a violationof, or constitute a default under, any material agreement, mortgage, indenture or instrument towhich it is a party or by which it is bound.**ARTICLE V: COVENANTS**     So long as any Obligation remains unsatisfied and the Lender is obligated to make additionalLoans pursuant to this Agreement, the Borrower and the Guarantors jointly and severally herebycovenant to the Lender as follows:     5.1 Liens. Without the prior written consent of the Lender, neither the Borrower norany Middle Tier Entity, shall create, incur, assume or suffer to exist any lien, encumbrance,security interest or other encumbrance of any type (“Encumbrances”) upon or with respect to any ofthe Collateral, except: (a) Encumbrances existing on the date of this Agreement and set forth inSection 4.4 or Section 4.15 of the Disclosure Schedule; (b) liens for taxes, fees, assessments andother governmental charges to the extent that payment of the same is not required in accordancewith the provisions of Section 5.3;(c) liens, encumbrances, security interests or otherencumbrances in favor of the Lender; or (d) Encumbrances consisting of Property PartnershipPledges.     5.2 Merger; Sale. Without obtaining the prior written consent of the Lender in eachinstance, neither the Borrower nor any Guarantor (other than MMCF) shall reorganize, be
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reconstituted, engage in any transaction which would result in a change in Control of such party(other than a change in Control of MuniMae), or enter into any agreement for the sale or othertransfer of substantially all of its assets or equity or for the merger or consolidation of suchparty with or into another entity, except as permitted under Section 5.27 hereof.     5.3 Taxes; Reserves. The Borrower and each Guarantor shall, and shall cause each MTEto, pay or cause to be paid all taxes, assessments or governmental charges on or against it or itsproperties prior to the time when they shall become delinquent, except to the extent that failureto make such payments would not reasonably be expected to have a material adverse effect on thebusiness, properties or condition (financial or otherwise) of the Borrower, any Guarantor, or anyMTE, and provided that this covenant shall not apply to any tax, assessment or charge which isbeing contested in good faith and with respect to which adequate reserves have been established andare being maintained in accordance with GAAP.     5.4 Notices.          5.4.1 Defaults. The Borrower and the Guarantors, promptly after obtaining actualknowledge thereof, shall advise the Lender of the existence of any default or event of defaultunder any agreement or other document binding upon or executed and delivered by any of theBorrower, the Guarantors, or the MTEs, including any Default or Event of Default hereunder;provided, however, that such notice(s) need not be provided if such default or event of defaultdoes not constitute a Default or an Event of Default and could not reasonably be expected tosubject them to liability in excess of $1,000,000 (as to MFH, MEC, TC Corp., BFGLP, BFRP, or BFGInvestments) or $10,000,000 as to MuniMae.          5.4.2 Litigation and Judgments. The Borrower and each Guarantor, as the case may be,will give notice to the Lender in writing, in form and detail satisfactory to the Lender withinfive (5) Business Days of becoming aware of any litigation or proceedings threatened in writingagainst it or any pending litigation or proceedings to which it is or becomes a party involving afully or partially uninsured claim against it which if adversely determined could materially andadversely affect its financial condition, assets or operations of such entity other than asdisclosed on the Disclosure Schedule. Each Borrower and each Guarantor, as the case may be, willgive notice, in writing, to the Lender, in form and detail reasonably satisfactory to the Lenderwithin five (5) Business Days of any judgments, final or otherwise, against it in an aggregateamount in excess of $100,000 as to the Borrower or any MTE or $1,000,000 as to any Guarantor whichis not fully covered by insurance (other than customary deductibles disclosed to and reasonablyacceptable to the Lender).          5.4.3 Material Adverse Change. The Borrower and each Guarantor will promptly notifythe Lender of any material adverse change which would reasonably be expected to have a materialadverse effect on its business, properties or condition (financial or otherwise).          5.4.4 Governmental Authorities. The Borrower and each Guarantor will promptly notifythe Lender of all material notices received from any Governmental Authority and shall providecopies thereof to the Lender promptly after receipt thereof.
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          5.4.5 ERISA. With respect to any Plan, the Borrower or each Guarantor, as the casemay be, shall, or shall cause its Affiliates to, furnish to the Lender, promptly (a) written noticeof the occurrence and its obtaining knowledge of a Reportable Event, (b) a copy of any request fora waiver of the funding standards or an extension of the amortization periods required underSection 412 of the Code and Section 302 of ERISA, (c) a copy of any notice of intent to terminateany funded Plan, (d) notice that the Borrower or such Guarantor, as the case may be, or anyAffiliate will or may incur any liability to or on account of a Plan, and (e) upon the Lender’srequest, a copy of the annual report of each Plan (Form 5500 or comparable form) required to befiled with the Internal Revenue Service and/or the Department of Labor. Any notice to be providedto the Lender under this Section shall include a certificate of the chief financial officer of theBorrower, such Guarantor or such Affiliate, as the case may be, setting forth details as to suchoccurrence and the action, if any, which the Borrower, such Guarantor, and/or the Affiliate isrequired or proposes to take, together with any notices required or proposed to be filed with or bythe Borrower, and/or any Affiliate, the Pension Benefit Guaranty Corporation, the Internal RevenueService, the trustee or the Plan administrator with respect thereto. Prior to the adoption of anyPlan subject to ERISA, the Borrower or a Guarantor, as the case may be, shall notify the Lender ofsuch adoption and of the vesting and funding schedules and other principal provisions thereof.          5.4.6 Environmental Laws. If the Borrower or any Guarantor shall (a) receive noticethat any violation of Environmental Laws may have been committed or is about to be committed by theBorrower, any Guarantor or a general partner of any Property Partnership, (b) receive notice thatany administrative or judicial complaint or order has been filed or is about to be filed againsteither the Borrower or any Guarantor alleging a violation of any Environmental Law or requiring theBorrower or any Guarantor to take any action in connection with the release of toxic or hazardouswastes, substances or materials into the environment, or (c) receive any notice from a federal,state, or local governmental agency or private party alleging that either the Borrower or anyGuarantor may be liable or responsible for any costs associated with a response to or cleanup of arelease of toxic or hazardous wastes, substances or materials into the environment or any damagescaused thereby, then the Borrower or such Guarantor, as the case may be, shall provide the Lenderwith a copy of such notice within ten (10) days after the Borrower’s or such Guarantor’s, as thecase may be, receipt thereof. Within fifteen (15) days after either the Borrower or such Guarantorhas learned of the enactment or promulgation of any Environmental Law which, to Borrower’s orGuarantors’ knowledge, may result in any material adverse change in the business, properties orconditions (financial or otherwise) of the Borrower or such Guarantor or in which the Borrower orsuch Guarantor holds a direct or indirect ownership or beneficial interest, the Borrower or suchGuarantor, as the case may be, shall provide the Lender with notice thereof.     5.5 Inspection. The Borrower and each Guarantor will permit, and shall cause each MTEto permit, the Lender at the Borrower’s expense, to the extent of the Borrower’s, a MTE’s orGuarantor’s rights under a Property Partnership’s partnership agreement, to inspect any of itsproperties, including, without limitation, books andrecords, computer files and tapes and financial records, to examine and make copies of itsbooks of account and other records and to discuss its affairs, finances and accounts with, and tobe advised as to the same by, its officers and other responsible employees and professionaladvisers at such reasonable times and intervals as the Lender may designate after reasonable noticeand during normal business hours; provided,
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however, that as long as no Default or Event of Defaultexists, the Borrower and Guarantors shall not be liable for the costs of more than one suchinspection and examination during each calendar quarter. The Lender shall use commerciallyreasonable efforts to maintain the confidentiality of the information obtained pursuant to suchinspections and examinations; provided, however, such information may be disclosed (a) the Lender’sdirectors, officers, employees, representatives, and attorneys, (b) to the Lender’s independentthird party auditors, and their directors, officers, employees, representatives, and attorneys, (c)in accordance with any subpoena or court order which the Lender in good faith believes requiressuch disclosure, and (f) as the Lender deems necessary in connection with any exercise of theLender’ rights and remedies under the Credit Documents.     5.6 Financial Reporting.          5.6.1 MuniMae shall provide to the Lender no later than June 30, 2008:               (a) MuniMae’s restated audited financial statements for 2004 and 2005 and audited financialstatements for 2006; and               (b)  promptly upon the written request of the Lender therefore, copies of all managementletters of substance and other material reports, if any, which are submitted in connection withfinancial audits of MuniMae by its independent accountants.          5.6.2 The Borrower and each Guarantor (other than MuniMae) shall provide to the Lender nolater than September 30, 2008:               (a) the Borrower’s and each Guarantor’s (other than MunieMae) federal and state income taxreturn;               (b) for each of MFH, MEC and TC Corp., its income statement, balance sheet and any otherrelated financial statements, prepared in accordance with GAAP (except as otherwise noted therein)and audited by a national accounting firm as may be retained from time to time by MuniMae (whichnational accounting firm shall be, in the event that MuniMae is not then required to file periodicreports with the United States Securities and Exchange Commission, reasonably acceptable to theLender); and               (c) for each of MFH, MEC and TC Corp, management-prepared income statements, balance sheets,and any other related financial statements prepared in accordance with GAAP (subject only to normalyear-end audit adjustments and the absence of footnotes), and similar to those required by clause(b) above for and as of the end of such period; which financial statements, in the case of MFH andTC Corp., shall be prepared on a consolidated and consolidating basis.          5.6.3 The financial statements to be delivered pursuant to Sections 5.6.2(b) and(c) shall be accompanied by a certification to the Lender by the Borrower’s and eachGuarantor’s(other than MuniMae) chief financial officer, controller or assistant controller that suchfinancial statements are accurate and complete in all material respects.
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          5.6.4 The documents required to be delivered pursuant to Section 5.6.1 may be deliveredelectronically and if so delivered, shall be deemed to have been delivered on the date on whichsuch documents are posted on MuniMae’s website; provided that: (a) MuniMae shall deliver papercopies of such documents to the Lender until a written request to cease delivering paper copies isgiven by the Lender, and (b) MuniMae shall notify (which may be by facsimile or electronic mail)the Lender of the posting of any such documents and provide to the Lender by electronic mailelectronic versions of such documents. MuniMae represents and warrants that all documents andinformation delivered to the Lender electronically via access to MuniMae’s website pursuant to thisSection 5.6.4 are true, accurate and complete in all material respects. Notwithstandinganything contained herein, in every instance MuniMae shall be required to provide paper copies ofthe compliance certificates described in Section 5.6.3 to the Lender.     5.7 Insurance. The Borrower, with respect to Property Partnerships that own or leasereal estate, shall use commercially reasonable efforts to ensure that at all times such PropertyPartnerships maintain (directly or through the Property Partnerships) insurance covering suchrisks, in such amounts, containing such terms, in such forms, for such periods, and written by suchcompanies as are set forth in Exhibit 5.7. The Borrower will use its commerciallyreasonable efforts to attempt to enforce the Property Partnership’s partnership agreement requiringeach of the Property Partnerships in which it or a MTE made or makes a Direct Investment orConvertible Loan to be at all times insured in such amounts and against such hazards andliabilities and for such purposes as are set forth in Exhibit 5.7 annexed hereto. In theevent of failure by the Borrower to provide and maintain insurance as herein provided or to usecommercially reasonable efforts to attempt to enforce, for itself or for a MTE, the PropertyPartnership’s partnership agreement in connection with insurance requirements thereunder, theLender may, at its option obtain such insurance at customary rates and charges and charge theamount thereof to the Borrower. The Lender will notify the Borrower that it has obtained suchinsurance, provided, however, that the failure of the Lender so to notify the Borrower will in noway detract from or invalidate the Lender’s rights pursuant to this Section 5.7 to declarean Event of Default on account of such failure. In the alternative, the Lender may elect torequire that the Borrower immediately repay all Loans made in connection with any DirectInvestments in or Convertible Loans to such Property Partnership. The Borrower promises to pay tothe Lender on demand the amount of any disbursements made by the Lender for such purposes as hereinauthorized, and the amount of any such disbursements shall constitute Loans advanced by the Lenderin accordance with the terms of this Agreement. Any such payment not received from the Borrowershall bear interest at the Interest Rate then accruing. The Lender shall not, by the fact ofapproving, disapproving, or accepting any such insurance, incur any liability for the adequacy orlegal sufficiency of insurance contracts, solvency of insurance companies or payment of lawsuits,and the Borrower and the Guarantors hereby jointly and severally expressly assume fullresponsibility therefor and liability if any, thereunder. The Borrower shall furnish the Lender atthe Lender’s request, with certificates of insurance evidencing compliance with the foregoinginsurance provision.     5.8 Collateral. The Borrower and each Guarantor will, and will cause each MTE to,duly execute and deliver, or cause to be executed anddelivered, appropriate financing statements and other documents and take all other reasonableactions requested by the Lender necessary to enable the Lender to maintain continuously perfectedsecurity interests in the Collateral hereunder and under the Credit Documents. The Lender mayinspect the Collateral at any
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reasonable time, wherever located, upon reasonable notice. TheBorrower and each Guarantor will, and will cause each MTE to, pay all taxes and assessments uponthe Collateral or for its use and/or operation prior to the time when any penalties or interestaccrue with respect thereto, or non-payment thereof; provided, however, that, so long as nodistraint, foreclosure sale or other levy upon or transfer with respect to the Collateral or anypart thereof shall have been effected or threatened, and no Event of Default shall have occurredand be continuing, the Borrower or such Guarantor, as applicable, shall not be required to pay suchtaxes and assessments if (a) the amount, applicability or validity thereof is currently beingcontested by the Borrower or such Guarantor, as applicable, in good faith by appropriate legalproceedings, (b) the Borrower or such Guarantor, as applicable, shall have set aside on its booksreserves (segregated to the extent required by GAAP, or, if not applicable, sound accountingprinciples and practices) reasonably deemed by the Lender to be adequate with respect thereto, and(c) the Borrower or such Guarantor, as applicable, shall have provided to the Lender or theapplicable taxing authority a bond or other security of such nature and in such amount as theLender reasonably deems sufficient as security for payment thereof.     5.9 Further Assurances. The Borrower and each Guarantor shall at any time and fromtime to time execute and deliver, or cause to be executed and delivered, such further instrumentsand take such further actions, or cause to be taken such further actions, as may reasonably berequested by the Lender, in each case further and more perfectly to effect the purposes of thisAgreement and the other Credit Documents.     5.10 Intentionally Omitted.     5.11 No Amendments to Certain Documents. Neither the Borrower nor any Guarantor willamend, modify or terminate, or agree to the amendment, modification or termination of (a) itsOrganizational Documents, (b) the Organizational Documents of (i) any Property Partnership thatreceived or is receiving Direct Investments or Convertible Loans or (ii) any MTE that received oris receiving Capital Contributions (prior to satisfaction of the Release Conditions with respect tosuch Property Partnership or MTE), or (c) any other document relating to the transactions withrespect to which any Loan is made without the prior written consent of the Lender, except inconnection with amendments which would not have any adverse impact on the Lender, or the Lender’sinterest in any Collateral.     5.12 Intentionally Omitted.     5.13 Change of Jurisdiction of Organization; Name Change; Change of Location. NoBorrower nor any Guarantor will, nor will it permit any MTE to, at any time change its jurisdictionof organization, legal name, form of organization, federal identification number or stateorganizational number, without giving prior written notice to the Lender specifying the newjurisdiction of organization, name, form or number.     5.14 [Reserved].     5.15 [Reserved].     5.16 Conduct of Business.
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          5.16.1 The Borrower and each Guarantor will duly observe and comply with all applicable lawsand all requirements of any governmental authorities relative to its existence, rights andfranchises, to the conduct of its business and to the property and assets owned or managed by it(except where the failure to observe and comply would not materially and adversely affect thecondition (financial or otherwise), properties, business, or results of the Borrower or anyGuarantor, as the case may be, or the ability of the Borrower or any Guarantor to perform itsObligations hereunder to the Lender) and will maintain and keep in full force and effect alllicenses and permits necessary to the proper conduct of its business.          5.16.2 The Borrower and each Guarantor will maintain its existence. The Borrower will remainor engage in substantially the same business in which it is now engaged.          5.16.3 The Borrower shall, and shall cause each MTE to, have no assets other than thoseexplicitly permitted by this Agreement and shall engage in no business other than to serve as aconduit for funds advanced hereunder and in repayment of such funds and the Co-Funding Amounts,and, with respect to the Borrower, to make Capital Contributions, Direct Investments and DirectConvertible Loans, and with respect to a MTE, to make Direct Investments and MTE Convertible Loans,in the manner provided for in this Agreement.          5.16.4 The Borrower and the Guarantors shall cause each Property Partnership to own no morethan one Project and to be a single-purpose entity which shall have no assets or liabilities andconduct no business other than that related to such Project; and cause each Property Partnershipand MTE to provide either in its Organizational Documents or by contract in form and substanceacceptable to the Lender in its sole discretion:               (a) that the Lender shall have all of the rights of a secured party under the UCC to sell orretain the equity interests so pledged;               (b) for the immediate, automatic and unconditional admission of the Lender (or its nominee,successor, transferee or assignee) as an equity holder of such entity in the event of a foreclosureupon or other disposition of the equity interests so pledged to the Lender; and               (c) that with respect to the equity interests in such MTE or Property Partnership, for so longas any pledge of such interests by the Borrower or MTE to the Lender shall not have been releasedin accordance with its terms, (i) such equity interests will not be, and will not become,“investment property” and will be and will remain “general intangibles” within the meaning ofArticle 9 of the UCC, and (ii) any action by any partner or member of such MTE or PropertyPartnership to cause any of such equity interests to be deemed to be or to be treated as a“security” or as “investment property” within the meanings of Article 8 and Article 9,respectively, of the UCC, shall be void and of no effect unless (A) the Lender has consented tosuch action, (B) such equity interests are certificated, and (C) the certificatesevidencing such equity interests are delivered to the Lender, together with assignmentsthereof duly executed in blank by the Borrower.
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     5.17 Limitation of Indebtedness          5.17.1 Except with the prior written consent of all of the Lender, the Borrower and MSLP willnot create, incur, assume or suffer to exist, or in any manner become or be liable directly orindirectly with respect to, any Indebtedness except for (a) the Obligations and the Co-FundingAmounts (solely to the extent such Co-Funding Amounts have been loaned to the Borrower inaccordance with the terms of the definition of Co-Funding Amounts set forth in Section1.1), (b) Indebtedness incurred by MSLP in order to make capital contributions in its capacityas the “special limited partner” or “administrative limited partner” in any Property Partnership,and (c) debt included on the consolidated balance sheets of the Borrower solely as a result of theapplication of FASB Interpretation No. 46.          5.17.2 Except with the prior written consent of the Lender, MEC and TC Corp. will not create,incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly withrespect to any Indebtedness consisting of intercompany obligations owed to MuniMae and itsSubsidiaries, unless the same are subordinated to payment of the Obligations as provided in theSubordination Agreement.          5.17.3 No Middle Tier Entity will create, incur, assume or suffer to exist, or in any mannerbecome or be liable directly or indirectly with respect to any Indebtedness except pursuant to itsrespective MTE pledge agreement.     5.18 ERISA Compliance. Neither the Borrower, any Guarantor, nor any Plan or anyfiduciary thereof or other ERISA Party-in-Interest or ERISA Disqualified Person with respect to anyPlan shall (a) engage in any “prohibited transaction,” (as defined in ERISA and the Code), (b)incur any unpaid “minimum required contribution” (as defined in Section 430(a) of the Code andSection 303 of ERISA) whether or not waived, (c) fail to satisfy any additional fundingrequirements set forth in Section 412 or 430 of the Code and Section 302 and 303 of ERISA, or (d)terminate, in whole or in part, any “pension benefit plan” (as defined in Section 3(2) of ERISA) ina manner which could result in the imposition of a lien on any property of the Borrower or anyGuarantor. Each Plan shall comply in all material respects with ERISA.     5.19 Intentionally Omitted.     5.20 Maintenance of Books and Records. The Borrower and each Guarantor will, and willcause each MTE to, keep adequate books and records of account in which true and complete entrieswill be made reflecting all of its business and financial transactions, and such entries will bemade inaccordance with GAAP (except as otherwise disclosed) and applicable law including, withoutlimitation, laws with respect to questionable, improper or corrupt payments.     5.21 Use of Proceeds. The Borrower will use the proceeds of the Loans solely to (i)to fund Capital Contributions, Direct Investments and Direct Convertible Loans, and (ii) providedthere is no Event of Default that occurred and is continuing, upon satisfaction of ReleaseConditions with respect to Property Partnership and the conversion of Corporate PropertyPartnership to Property Partnership pursuant to Article VII, to repay the Borrower or any Guarantorfor any and all amounts advanced to fund Direct Investments, Capital Contributions or DirectConvertible Loans to Corporate Property Partnerships from funds other than the proceeds
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of thePrior Revolving Loan or any Loans. No portion of any Loan shall be used for the purpose of (a)purchasing or carrying any “margin security” or “margin stock” as such terms are used inRegulations T, U or X of the Board of Governors of the Federal Reserve System, or (b) paying feesor charges to developers of any Project (except for fees payable solely with respect to Projectdevelopment activity).     5.22 Transactions with Affiliates.          5.22.1 The Borrower and each Guarantor will not, directly or indirectly, enter into anypurchase, sale, lease or other transaction with any Affiliate except (a) as would not materiallyand adversely affect the condition (financial or otherwise), the properties, business or results ofoperations of the Borrower or such Guarantor, (b) as disclosed in the Organizational Documents of aProperty Partnership submitted to the Lender’s counsel for approval prior to the date hereof, or(c) that certain promissory note, dated on or about July 1, 2003, in the principal face amount of$120,000,000 made by TC Corp. payable to the order of MuniMae, repayment of which is subordinatedin accordance with the terms of the Subordination Agreement.          5.22.2 The Borrower and each Guarantor hereby agree that payment and performance of anyobligations under any contract, agreement or arrangement (whether written or oral) now or hereafterentered into between Borrower on the one hand and any Guarantor or any Affiliate of any Guarantoron the other hand shall be subordinated to payment and performance of the Obligations. Payment andperformance under such contracts, agreements or arrangements may be made and received in theordinary course of business on a current basis as long as no Default or Event of Default hasoccurred and is continuing.     5.23 Environmental Regulations. The Borrower and each Guarantor will comply, andshall use commercially reasonable efforts to cause the general partner of each Property Partnershipto comply, in all material respects with all federal, state and local statutory or common laws,regulations, rules, ordinances, permits (including, without limitation, authorizations, approvals,registrations and licenses) related to the protection of public health, worker safety, theenvironment or the management of pollution or any and all oil, petroleum products, waste oil,hazardous wastes, hazardous substances, toxic substances or hazardous materials (collectively,“Environmental Laws”) in each and every jurisdiction in which they operate now or in the future,and will comply or use their commercially reasonable efforts to cause compliance in all materialrespects with all such Environmental Laws that may in the future be applicable to them and to theproperties and assetsowned, directly or indirectly, or managed by them, except that neither Borrower nor anyGuarantor shall be required to take any action which could reasonably be expected to subject suchPerson to general partner or other liability in respect of an affected Project or PropertyPartnership.     5.24 Fiscal Year. The Borrower, each MTE and each Guarantor shall have a fiscal yearending on December 31 of each year, and shall not change such fiscal year without the prior writtenconsent of the Lender, unless a different fiscal year is required by the Code.     5.25 Investor Contributions. The Borrower shall direct the Investors to pay all cashcapital contributions required to pay all Loans along with all interest, costs, expenses, fees orother Obligations relating to any of the MTEs and Property Partnerships to be placed with the
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applicable Investment Partnership to the Borrower or if directed by the Borrower to the Lender. Inaddition, as such capital contributions are funded the Borrower shall cause such InvestmentPartnership to pay the portion of such cash as may be required in order to purchase from theBorrower all membership interests in MTEs and all limited partnership interests in PropertyPartnerships then being transferred by the Borrower to such Investment Partnership. Such cashshall be in an amount, at a minimum, as is required to (a) repay the then outstanding principal ofall Loans made to or for the benefit or account of each such MTE and Property Partnership, and (b)pay all outstanding interest, fees, charges, expenses or other Obligations as may accrue to or havearisen with respect to each such MTE and Property Partnership.     5.26 Restricted Payments. None of the Borrower or any of the Guarantors will make anyRestricted Payments if at the time of the making of such Restricted Payment, with or without themaking of such Restricted Payment, there shall exist or result Event of Default involving either(a) the payment of money by the Borrower or a Guarantor, or (b) the breach of any covenantscontained herein.     5.27 Ownership; Control. Without the prior written approval of the Lender, whichshall not be unreasonably withheld, neither the Borrower nor any Guarantor will cause or permit anychange in the ownership or Control of any such entity (other than MuniMae), or any MTE, except tothe extent that (a) with respect to the Borrower or any Guarantor, following such change MuniMaeretains Control (directly or indirectly) of the Borrower and each such Guarantor, and (b) withrespect to each MTE, the Release Conditions with respect to such MTE have been satisfied.     5.28 Transfer of Property Partnership Interests. The Borrower will not transfer,pledge or assign any interest in a MTE and, other than as contemplated in a Property PartnershipPledge, neither the Borrower nor any MTE will transfer, pledge or assign any interest in a PropertyPartnership, or any interest in a Convertible Loan to a Property Partnership, prior to thesatisfaction of Release Conditions with respect thereto.     5.29 Separate Credit Reliance. The Borrower and each Guarantor acknowledges that theLender has entered into the transactionscontemplated by this Agreement, and accepted the Guaranty, in reliance upon Borrower’s, eachMTE’s and each Guarantor’s separate and distinct corporate existences and their separate anddistinct operations, and, accordingly, the separate credit of Borrower, each MTE and eachGuarantor. During the term of this Agreement, the Borrower’s and each MTE’s OrganizationalDocuments shall contain separateness covenants.     5.30 [Reserved].     5.31 Repayment.          5.31.1 The Borrower and the Guarantors shall deposit, and cause the deposit by each MiddleTier Entity, Property Partnership, Investment Partnership, Investor or other source of repayment,of all payments and repayments of Capital Contributions, Direct Investments and Convertible Loans,and all other Obligations of the Borrower with Lender. To the extent that any such payments orrepayments are received directly by the Borrower or any Guarantor, the same shall be deliveredimmediately to the Lender in the form received, duly endorsed to the
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Lender, if necessary, and forapplication by the Lender in accordance with this Agreement. Until so delivered, the Borrower andeach Guarantor acknowledges that it holds such payments and repayments in trust for the benefit ofthe Lender and shall keep such payments and repayments segregated from other funds and property ofthe Borrower or each Guarantor.          5.31.2 MuniMae shall continue to maintain a cash management system and a web-based fixedincome trading system, each of which shall be reasonably acceptable to the Lender.          5.32 Special Limited Partner. MSLP shall be the sole “special limited partner”,“administrative limited partner”, “special member”, or “special administrative member”, asapplicable, in any Property Partnership receiving a Direct Investment from the Borrower or a MTE.**ARTICLE VI: DEFAULTS AND REMEDIES**     6.1 Events of Default. Each of the following events is hereby defined as, declared tobe and shall constitute an “Event of Default”; and “Default” means any act, omission, occurrence orcircumstance that, with the passage of time or notice, or both, would be an Event of Default:          6.1.1 Failure by the Borrower to either make any payment when due in respect of its PaymentObligations when required, failure continues uncured for a period of 5 days; or          6.1.2 Failure by the Borrower or any Guarantor to perform or observe (a) any of the terms,covenants, conditions or provisions of Sections 5.2, 5.4, 5.9 through 5.11, 5.13, 5.16 (except5.16.1), 5.17, 5.21, 5.22, and 5.24 through 5.34, (b) any Obligation with respect to providingCo-Funding Amounts, or (c) material failure to comply Section 5.31 (for which there shallbe no cure period) and with obligations relating to Co-Funding Amounts (for which there shall be aone Business Day cure period), such failure continues uncured for 10 days; or          6.1.3 Failure by the Borrower or any Guarantor to perform or observe in any material respect(as determined by the Lender in its unrestricted discretion) any of the terms, covenants,conditions or provisions of Sections 5.1, 5.3, 5.5 through 5.8, 5.16.1, 5.18, 5.20 and 5.23for a period of 30 days after the Borrower or such Guarantor becomes aware (whether through noticefrom the Lender or otherwise) of a breach of such Section; or          6.1.4 Failure by the Borrower or any Guarantor to observe and perform in any material respect(as determined by the Lender in its unrestricted discretion) any other covenant, condition oragreement on its part to be observed or performed under this Agreement for a period of 30 daysafter written notice specifying such failure and requesting that it be remedied is given to suchparty by the Lender; provided, however, that if (a) the failure is capable of being cured butcannot reasonably be cured within such 30 days, (b) the failure has not and will not result in theimposition of any liens on the Collateral, and (c) the Borrower has commenced said cure within such30 days and is diligently prosecuting the same to completion, then said 30 day period shall beextended for such additional time as reasonably necessary to complete the cure but not more than anadditional 30 days; or
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          6.1.5 Any of the representations, warranties or certifications of any of the Borrower, theGuarantors, or the MTEs in this Agreement or the other Credit Documents proves to have been falseor misleading in any material respect when made or deemed to be made or re-made; or          6.1.6 The dissolution or liquidation of any of the Borrower and the Guarantors or the failureby any of the Borrower and the Guarantors promptly to obtain the staying or lifting of anyexecution, garnishment or attachment if such circumstances will, in the judgment of the Lender,materially impair its ability to satisfy its Payment Obligations; or          6.1.7 The Insolvency of any of the Borrower and the Guarantors as evidenced by:               (a) its commencement of a voluntary case under Title 11 of the United States Bankruptcy Code,or its authorizing, by appropriate proceedings of its board of directors or other governing body,the commencement of such a voluntary case;               (b) its filing an answer or other pleading admitting or failing to deny the materialallegations of a petition filed against it commencing an involuntary case under said Title 11, orseeking, consenting to or acquiescing in the relief therein provided, or its failing to controverttimely the material allegations of any such petition;               (c) the entry of an order for relief against it in any involuntary case commenced under saidTitle 11 unless the same is dismissed with prejudice within ninety (90) days of the entry thereof;               (d) its seeking relief as a debtor under any applicable law, other than said Title 11, of anyjurisdiction relating to the liquidation or reorganization of debtors or to the modification oralteration of the rights of creditors, or its consenting to or acquiescing in such relief;               (e) entry of an order by a court of competent jurisdiction (i) finding it to be bankrupt orinsolvent, or (ii) ordering or approving its liquidation, reorganization or any modification oralteration of the rights of its creditors;               (f) the entry of an involuntary order by a court of competent jurisdiction assuming custodyof, or appointing a receiver or other custodian for, all or a substantial part of its property thatremains undischarged or unstayed for more than 30 days; or               (g) its making an assignment for the benefit of, or entering into a composition with, itscreditors, or appointing or consenting to the appointment of a receiver or other custodian for allor a substantial part of its property; or          6.1.8 A breach in any material respect by any of the Borrower, any Middle Tier Entity or anyof the Guarantors of: (a) any of the provisions of any Credit Document other than this Agreement(including, without limitation, of the covenants contained in any Guaranty), which breach is notremedied within the applicable cure period, if any, set forth in such other Credit Document; or (b)any other agreement evidencing any Indebtedness of the Borrower or an
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MTE to any third party(including, without limitation, Borrower’s or a MTE’s obligation to any Property Partnershippursuant to such Property Partnership’s Organizational Document or any Convertible Loan Agreement),not remedied within the applicable cure period, if any, set forth in such other agreement,provided, however, any alleged breach of such obligation shall not constitute an Event of Defaulthereunder in the event that the Borrower, for itself or on behalf of a MTE, is contesting suchobligation in good faith, has established and maintains adequate reserves for the performance orpayment of such obligation in accordance with GAAP, and the Borrower provides prompt written noticeto the Lender of such alleged breach); or          6.1.9 Any material adverse change from the date hereof in the financial condition or resultsof operations of the Borrower or any Guarantor which would have a material adverse impact on theLender or the Collateral granted to the Lender in connection with the Obligations; or          6.1.10 Any material covenant, agreement or obligation of the Borrower, any Guarantor or anyMTE contained in or evidenced by any Security Document relating to this Agreement shall cease to belegal, valid, binding or enforceable in accordance with the terms thereof, the effect of which hasa material adverse impact on the Borrower’s, Guarantor’s or any MTE’s ability to perform itsobligations thereunder or on the value of, or rights of the Lender in, the Collateral; or          6.1.11 Any Credit Document or any provision thereof shall for any reason cease to be valid andbinding on any party thereto or any party bound thereby, or any party to or bound by any CreditDocument shall so state in writing or shall state that any Credit Document or any provision thereofis terminated or that any such party has no or no further liability or obligation thereunder; or          6.1.12 A judgment, monetary default or breach shall have occurred (and be continuing beyondany applicable cure period) in the payment or performance of any obligation of any of MEC, MFH, TCCorp., BFGLP, BFRP or BFG Investments that exceeds, in theaggregate, $1,000,000; provided, that, entry of a judgment shall not constitute an Event ofDefault (a) unless there is a period of 30 consecutive days during which a stay of enforcement ofsuch judgment, by reason of a pending appeal or otherwise, is not in effect, or (b) if suchjudgment is covered by insurance and the insurer has confirmed coverage in writing to the Lender;or          6.1.13 A judgment, monetary default or breach shall have occurred (and be continuing beyondany applicable cure period) in the payment or performance of any obligation of MuniMae, thatexceeds in the aggregate $10,000,000; provided, that, entry of a judgment shall not constitute anEvent of Default (a) unless there is a period of 30 consecutive days during which a stay ofenforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect, or (b)if such judgment is covered by insurance and the insurer has confirmed coverage in writing to theLender; or          6.1.14 Such occurrences or circumstances as are referred to elsewhere in this Agreement asEvents of Default, including, without limitation, in Sections 2.1.1, and 4.18.
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     6.2 Remedies. Upon the occurrence of an Event of Default:          6.2.1 The Lender may, in its unrestricted discretion do any of the following: (a) by noticein writing to the Borrower, declare that an Event of Default has occurred, or (b) declare allamounts owing by the Borrower with respect to the Loans to be immediately due and payable, and;provided, that in the event of any Event of Default specified in Section 6.1.7 hereof, all amountsowing by the Borrower with respect to this Agreement shall become immediately and automatically dueand payable.          6.2.2 the Lender shall at the written request do any of the following: (a) with or withoutnotice (except as specifically provided otherwise herein or by applicable law) to the Borrower orthe Guarantors, foreclose upon and liquidate the Collateral in accordance with the terms of theSecurity Documents, (b) terminate any asset management agreements or other contracts between theBorrower on the one hand and any Guarantor or other Affiliate of the Borrower on the other hand,and (c) with or without notice (except as specifically provided otherwise herein or by applicablelaw) to the Borrower or the Guarantors, pursue any other remedy under this Agreement, at law orotherwise.          6.2.3 The Lender’s rights, powers and remedies specified herein are cumulative and are inaddition to those otherwise created or existing by law or agreement.          6.2.4. The Lender shall have all rights and remedies of a creditor under the UCC.**ARTICLE VII: CONVERSION OF CORPORATE PROPERTY PARTNERSHIPS TO**