Exhibit 10.2
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                                                                  EXECUTION COPY






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                        UNITHOLDER AND WARRANT AGREEMENT

                                      Among

                            CENTERBROOK HOLDINGS LLC,

                          IXIS FINANCIAL PRODUCTS INC.

                                       and

                             CHARTER MAC CORPORATION

                            Dated as of June 28, 2006



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                                TABLE OF CONTENTS

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                                                                                                                Page
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<S>      <C>      <C>                                                                                            <C>
SECTION  1.       Definitions; Accounting Terms and Determinations; Terms Generally...............................1
         1.01     Definitions.....................................................................................1
         1.02     Accounting Terms and Determinations, Etc........................................................7
         1.03     Terms Generally.................................................................................7

SECTION  2.       Purchase and Sale of Warrants...................................................................8
         2.01     Authorization and Issuance of Units and Warrants................................................8
         2.02     Issuance of the Warrants........................................................................8
         2.03     Acquisition for the Investor's Account..........................................................8
         2.04     Securities Act Compliance.......................................................................8
         2.05     Exercise of the Warrants........................................................................8

SECTION  3.       Restrictions on Transferability.................................................................8
         3.01     Transfers Generally.............................................................................8
         3.02     Transfers of Securities Pursuant to Registration Statements, Rule 144 and Rule 144A.............9
         3.03     Restrictive Legends.............................................................................9
         3.04     Termination of Restrictions.....................................................................9
         3.05     Cancellation and Issuance.......................................................................9

SECTION  4.       Put Rights......................................................................................9
         4.01     Put Rights......................................................................................9
         4.02     Procedures.....................................................................................10

SECTION  5.       Call Rights; Look Back.........................................................................11
         5.01     Call Rights....................................................................................11
         5.02     Look Back Events...............................................................................11

SECTION  6.       Right to Join in Sale..........................................................................12
         6.01     Tag-Along Rights...............................................................................12
         6.02     Procedures.....................................................................................12
         6.03     Issuer's Covenants.............................................................................13

SECTION  7.       Obligation to Join in Sale.....................................................................13
         7.01     Drag-Along Obligations.........................................................................13
         7.02     Procedures.....................................................................................13
         7.03     Definitions....................................................................................14

SECTION  8.       Holders' Rights................................................................................14
         8.01     Delivery Expenses..............................................................................14
         8.02     Taxes..........................................................................................14
         8.03     Replacement of Instruments.....................................................................14
         8.04     Indemnification................................................................................15

SECTION  9.       Other Covenants of Issuer......................................................................15
         9.01     Accountants; Fiscal Year. .....................................................................15
         9.02     Repurchases, Recapitalizations, Etc............................................................15
         9.03     Restrictions on Performance....................................................................15

SECTION  10.      Miscellaneous..................................................................................15
         10.01    Home Office Payment............................................................................15
         10.02    Waiver.........................................................................................15
         10.03    Notices........................................................................................15
         10.04    Expenses, Etc. ................................................................................16
         10.05    Amendments, Etc................................................................................16
         10.06    Successors and Assigns.........................................................................16
         10.07    Survival.......................................................................................16
         10.08    Specific Performance...........................................................................17
         10.09    Captions.......................................................................................17
         10.10    Counterparts...................................................................................17
         10.11    Governing Law; Waiver of Jury Trial............................................................17
         10.12    Severability...................................................................................17
         10.13    Entire Agreement...............................................................................17

</TABLE>


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Exhibit A   -   Form of Warrant
Exhibit B   -   Form of Registration Rights Agreement
Exhibit C   -   Form of Legal Opinion from Counsel to the Issuer
Exhibit D   -   Form of Election


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          UNITHOLDER  AND  WARRANT  AGREEMENT  dated as of June 28,  2006  among
CENTERBROOK  HOLDINGS LLC, a limited  liability company organized under the laws
of the State of Delaware  (the  "ISSUER"),  IXIS  FINANCIAL  PRODUCTS  INC. (the
"INVESTOR") and CHARTER MAC CORPORATION (the "CHARTER MEMBER").

          WHEREAS,  the Investor  and Charter  Member are parties to the Amended
and Restated Operating Agreement of the Issuer, dated as of the date hereof (the
"OPERATING  AGREEMENT"),  pursuant to which on the date hereof the Investor owns
10% of the outstanding  ownership interests of the Issuer and the Charter Member
owns the remaining 90% of the outstanding ownership interests of the Issuer.

          WHEREAS,  to induce the Investor to enter into the Operating Agreement
and to make its initial capital contribution thereunder,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Issuer has agreed to issue the Warrants described below to the
Investor.

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1.  DEFINITIONS;  ACCOUNTING TERMS AND  DETERMINATIONS;  TERMS
GENERALLY  DEFINITIONS.  As used  herein,  the  following  terms  shall have the
following meanings:

          "ADMINISTRATIVE  SERVICES  AGREEMENT"  shall  mean the  Administrative
Services  Agreement,  dated as of the date  hereof,  between  the Issuer and the
Charter Administrator.

          "AFFILIATE"  shall mean, with respect to a specified  Person,  another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified and, if
such  other  Person  is an  individual,  any  member  of  the  immediate  family
(including  parents,  spouse,  children and siblings) of such individual and any
trust whose  principal  beneficiary is such individual or one or more members of
such  immediate  family and any Person who is  controlled  by any such member or
trust.

          "BOARD"  shall  mean  the  board  of  managers  of the  Issuer  or any
committee thereof.

          "BUSINESS  DAY" shall mean any day on which  commercial  banks are not
authorized or required to close in New York City.

          "CALL NOTICE" shall have the meaning  assigned to such term in Section
5.01(b) hereof.

          "CALL NOTICE DATE" shall mean the date on which a Call Notice shall be
received by the Holders.

          "CALL  RIGHT"  shall mean the right of the Charter  Member to purchase
Units,  Warrants and Warrant Units pursuant to, and in accordance with,  Section
5.01 hereof.

          "CENTERBROOK" shall mean Centerbrook Financial LLC, a Delaware limited
liability company and wholly-owned Subsidiary of the Issuer.

          "CHANGE OF CONTROL"  shall mean the earliest to occur of: (i) the date
on which the Controlling Group ceases to own,  directly or indirectly,  at least
51% of the outstanding voting Units of the Issuer (as adjusted for unit or stock
splits,   stock  or  unit  distributions,   recapitalization  or  other  similar
transactions);  (ii) the date on which any Person or "group" (within the meaning
of Rules  13d-3 and 13d-5  under the  Exchange  Act, as in effect on the Closing
Date) other than the Controlling Group shall have acquired a greater  beneficial
ownership in the Issuer's Units and/or other equity interests of the Issuer than
that held by the  Controlling  Group;  or (iii)  the date on which the  Issuer's
Board shall cease to consist of a majority of Continuing Managers.

          "CHARTER  ADMINISTRATOR"  shall  mean  Charter  Capital  LLC,  as  the
Administrator under the Administrative Services Agreement.

          "CHARTERMAC" means CharterMac, a Delaware statutory trust.

          "CHARTER  MEMBER" shall have the meaning  assigned to such term in the
preamble of this Agreement.

          "COMMISSION" shall mean the Securities and Exchange  Commission or any
other similar or successor agency of the Federal  government  administering  the
Securities Act and/or the Exchange Act.


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          "CONTINUING  MANAGERS"  shall mean the  managers  of the Issuer on the
date hereof and each other manager whose nomination for election to the Board is
recommended  by at least a  majority  of the  then  Continuing  Managers  or who
receives the vote of the Controlling Group in his or her election by the members
or shareholders of the Issuer.

          "CONTROL"  shall mean the possession,  directly or indirectly,  of the
power to  direct or cause the  direction  of the  management  or  policies  of a
Person,  whether  through the ability to exercise  voting power,  by contract or
otherwise,  PROVIDED  that,  in any event,  any  Person  that owns  directly  or
indirectly  securities having 5% or more of the voting power for the election of
directors  or  other  governing  body  of a  corporation  or 5% or  more  of the
partnership  or other  ownership  interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such corporation
or other  Person.  "CONTROLLING"  and  "CONTROLLED"  have  meanings  correlative
thereto.

          "CONTROLLING GROUP" shall mean, collectively,  the Charter Member, its
Subsidiaries and any Affiliate thereof.

          "CONVERTIBLE SECURITIES" shall mean evidences of indebtedness,  units,
shares of stock or other  securities  or rights  which are  exchangeable  for or
exercisable  or  convertible  into a  specified  security  of the Issuer  either
immediately  or upon the  arrival of a  specified  date or the  occurrence  of a
specified event.

          "DRAG-ALONG FMV  DETERMINATION  AMOUNT" shall mean, for any Holder, an
amount  equal to (i) the Fair  Market  Value as at the  Drag-Along  Notice  Date
DIVIDED BY (y) the total  number of Units  sold or  transferred  by such  Holder
pursuant to Section 7.02(c) hereof.

          "DRAG-ALONG  FMV  DETERMINATION  RIGHT"  shall  mean the  right of the
Majority  Unitholders pursuant to Section 7.02(c) hereof to have the Fair Market
Value determined.

          "DRAG-ALONG  NOTICE DATE" shall mean the date on which the  Drag-Along
Notice is given.

          "DRAG-ALONG  SALE"  shall have the  meaning  assigned  to such term in
Section 7.03 hereof.

          "DRAG-ALONG  SALE  CONSIDERATION"  shall have the meaning  assigned to
such term in Section 7.02(c)(iii) hereof.

          "ELECTION  PERIOD"  shall mean the period  from (a) the earlier of (i)
the third  anniversary  of the date of this  Agreement and (ii) the Business Day
immediately  prior to the date on which  the  Issuer  shall  have  received  any
capital  contribution  or other  new  equity  from  any  Person  other  than the
Investor,  the Charter Member or any Affiliate thereof,  up to the and including
(b) the Expiration Date.

          "EXCHANGE ACT" shall mean the Securities  Exchange Act of 1934, or any
similar  Federal  statute,  and the  rules  and  regulations  of the  Commission
thereunder.

          "EXERCISE  DATE" shall mean the date on which IXIS Financial  Products
Inc.  shall have  delivered  a notice to the  Issuer  pursuant  to Section  2.05
hereof.

          "EXERCISE  PERIOD" shall mean the period from (a) the Exercise Date up
to and including (b) the Expiration Date.

          "EXERCISE  PRICE"  shall mean,  with  respect to the Unit  Exercisable
Amount of any Holder at any time, an amount equal to:

               (a) such Unit Exercisable Amount; MULTIPLIED BY

               (b) 1.09.

          "EXPIRATION  DATE"  shall  mean the later of (a) 5:00  p.m.,  New York
time, on the sixth anniversary of the date of this Agreement and (b) the date of
exercise in full of all Call Rights and Put Rights pursuant to the terms of this
Agreement.

          "FAIR MARKET VALUE" shall mean, as at any Put Notice Date, Call Notice
Date,  Subsequent Event Date or Drag-Along  Notice Date, as the case may be, the
price for which all the  outstanding  Units (on a fully diluted basis,  assuming
receipt of applicable consideration for any conversion,  exchange or exercise of
any Convertible  Securities or Options which are exchangeable for or convertible
or exercisable  into Units unless they are Out of the Money) could be sold in an
arm's length  transaction  to a third party which is not an Affiliate,  treating
the Issuer and its Subsidiaries as a going concern and without regard to (i) the
lack of  liquidity  of the Units due to any  restrictions  or other  limitations
contained in this Agreement,  the Registration Rights Agreement, the Warrants or
otherwise, (ii) any discount for minority interests, (iii) the fact that some of


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the issued and outstanding  Units may not have any voting rights or may not have
full voting  rights,  (iv) the fact that one or more of the holders of the Units
may be unable to  exercise in full any of its voting  rights due to  regulatory,
contractual  or  other  restrictions,  or  (v)  the  fact  that  contractual  or
regulatory approvals,  consents, waivers, licenses, permits or notifications may
need to be obtained in connection with such sale and the time required to obtain
the same. For purposes of determining the Fair Market Value, it shall be assumed
that,  in such an arm's  length  transaction,  (A) the seller would be a willing
seller and would not be under any compulsion to sell and (B) the purchaser would
be a willing  purchaser and would not be under any  compulsion to purchase.  The
Fair Market Value shall be  determined  by agreement or appraisal in  accordance
with the procedures described below.

          If the Fair Market Value is being  determined in  connection  with the
exercise of a Put Right, within 15 days after the Issuer Notice Date, the Issuer
and the Majority  Unitholders  shall each  designate a  representative  and such
representatives will meet to reach an agreement on the Fair Market Value. If the
Fair Market Value is being  determined  in  connection  with the exercise by the
Charter  Member of a Call Right,  within 15 days after the Call Notice Date, the
Issuer and the Majority  Unitholders  shall each designate a representative  and
such  representatives  will meet to reach an agreement on the Fair Market Value.
If the Fair Market Value is being  determined in connection  with the occurrence
of any Subsequent  Event,  within 15 days after the applicable  Subsequent Event
Date,  the  Issuer  and  the  Majority   Unitholders   shall  each  designate  a
representative and such  representatives  will meet to reach an agreement on the
Fair Market  Value.  If the Fair Market Value is being  determined in connection
with the exercise of a Drag-Along FMV Determination  Right, within 15 days after
the Drag-Along  Notice Date, the Issuer and the Majority  Unitholders shall each
designate  a  representative  and  such  representatives  will  meet to reach an
agreement on the Fair Market Value.

          If the  representatives  designated  by the  Issuer  and the  Majority
Unitholders are unable to reach such agreement  within 15 days after the date on
which the later of the two representatives are designated, then (A) the Majority
Unitholders  shall  immediately  designate one  Independent  Appraiser;  (B) the
Issuer  shall  immediately  designate  one  Independent  Appraiser;  (C) the two
Independent Appraisers so selected shall, within 15 days after the date on which
the  later  of  the  two   Independent   Appraisers  are  appointed,   determine
independently  the Fair Market  Value using the  parameters  established  in the
first  paragraph  of this  definition;  (D) if the  lesser of the two  appraised
values (the "LOWER FMV") exceeds or is equal to 90% of the other appraised value
(the "HIGHER  FMV"),  then the Fair Market Value will be the average of the two,
which  average  amount shall be conclusive  and binding upon all the  applicable
parties;  (E) if the Lower FMV is less than 90% of the Higher FMV,  then the two
appraisers shall, within 15 days of the date of the later of the two appraisals,
appoint a third Independent  Appraiser;  and (F) the third Independent Appraiser
so selected shall,  within 15 days of its appointment,  determine  independently
the Fair Market Value using the parameters established in the first paragraph of
this definition,  which  determination  shall be conclusive and binding upon all
the applicable parties and shall not be higher than the Higher FMV and shall not
be lower than the Lower FMV.

          The  Issuer  will  provide  each   Independent   Appraiser   with  all
information  about  the  Issuer  and its  Subsidiaries  which  such  Independent
Appraiser  reasonably deems necessary for determining the Fair Market Value. The
Issuer  may  require  that the  Independent  Appraisers  keep  confidential  any
non-public  information  received  as a result  of this  paragraph  pursuant  to
reasonable confidentiality arrangements.

          The fees and  expenses  of the  appraisal  process in this  definition
(including those of the Independent Appraisers) will be paid as follows:

          (a) In the  event  that  such  appraisal  process  is the  result of a
     determination  of the "Price Per Unit" pursuant to Section  4.02(a) hereof,
     then the fees and  expenses  thereof  shall be paid 50% by the Investor and
     50% by the Charter Member.

          (b) In the  event  that  such  appraisal  process  is the  result of a
     determination  of the "Price Per Unit" pursuant to Section  5.01(c) hereof,
     the  determination of the "Fair Market Value" pursuant to the definition of
     "Subsequent  Unit Value" in Section 5.02(b) hereof or the  determination of
     the "Fair Market Value" pursuant to Section  7.02(c) hereof,  then the fees
     and  expenses  thereof  shall  be paid 10% by the  Investor  and 90% by the
     Charter Member.

          "FORCED  SALE"  shall have the  meaning  assigned  to such term in the
Operating Agreement.

          "FORCED  SALE  ASSETS"  shall  have the  meaning  set forth in Section
4.01(c)(i) hereof.

          "FORCED  SALE  CONSIDERATION"  shall  have the  meaning  set  forth in
Section 4.01(c)(ii) hereof.

          "FORCED SALE FMV" shall mean,  with  respect to any Forced  Sale,  the
price for which all the related  Forced  Sale  Assets  could be sold in an arm's
length transaction to a third party which is not an Affiliate, without regard to
(i) the lack of liquidity of the Forced Sale Assets due to any  restrictions  or
other  limitations   contained  in  this  Agreement,   the  Registration  Rights
Agreement,  the  Warrants or  otherwise,  or (ii) the fact that  contractual  or
regulatory approvals,  consents, waivers, licenses, permits or notifications may
need to be obtained in connection with such Forced Sale and the time required to
obtain the same.  For purposes of  determining  the Forced Sale FMV, it shall be
assumed  that,  in such an arm's length  transaction,  (A) the seller would be a


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willing  seller  and  would  not be  under  any  compulsion  to sell and (B) the
purchaser would be a willing  purchaser and would not be under any compulsion to
purchase.  The Forced Sale FMV shall be  determined by agreement or appraisal in
accordance with the procedures described below.

          The  Issuer  and the  Majority  Unitholders  shall  each  designate  a
representative and such  representatives  will meet to reach an agreement on the
Forced  Sale  FMV.  If the  representatives  designated  by the  Issuer  and the
Majority Unitholders are unable to reach such agreement within 15 days after the
date on which the later of the two representatives are designated,  then (A) the
Majority Unitholders shall immediately designate one Independent Appraiser;  (B)
the Issuer shall immediately  designate one Independent  Appraiser;  (C) the two
Independent Appraisers so selected shall, within 15 days after the date on which
the  later  of  the  two   Independent   Appraisers  are  appointed,   determine
independently the Forced Sale FMV using the parameters  established in the first
paragraph of this definition; (D) if the lesser of the two appraised values (the
"LOWER FORCED SALE FMV") exceeds or is equal to 90% of the other appraised value
(the "HIGHER FORCED SALE FMV"),  then the Forced Sale FMV will be the average of
the two,  which  average  amount  shall be  conclusive  and binding upon all the
applicable  parties;  (E) if the Lower  Forced  Sale FMV is less than 90% of the
Higher Forced Sale FMV,  then the two  appraisers  shall,  within 15 days of the
date of the later of the two appraisals,  appoint a third Independent Appraiser;
and (F) the third Independent Appraiser so selected shall, within 15 days of its
appointment,  determine  independently  the Forced Sale FMV using the parameters
established in the first paragraph of this definition, which determination shall
be  conclusive  and  binding  upon all the  applicable  parties and shall not be
higher  than the  Higher  Forced  Sale FMV and shall not be lower than the Lower
Forced Sale FMV.

          The  Issuer  will  provide  each   Independent   Appraiser   with  all
information  about the Issuer and its  Subsidiaries  and the Forced  Sale Assets
which such Independent  Appraiser reasonably deems necessary for determining the
Forced Sale FMV. The Issuer may require  that the  Independent  Appraisers  keep
confidential any non-public  information  received as a result of this paragraph
pursuant to reasonable confidentiality arrangements.

          The fees and  expenses  of the  appraisal  process in this  definition
(including  those  of the  Independent  Appraisers)  shall  be  paid  10% by the
Investor and 90% by the Charter Member.

          "FORCED SALE FMV  DETERMINATION  AMOUNT" shall mean, for any Holder in
connection with any Forced Sale, an amount equal to such Holder's PRO RATA share
of the Forced Sale FMV of such Forced Sale.

          "FORCED  SALE  NOTICE"  shall  have the  meaning  set forth in Section
4.01(c) hereof.

          "FORCED SALE NOTICE DATE" shall mean the date upon which a Forced Sale
Notice is delivered to the Holders.

          "FULLY DILUTED BASIS" shall mean, at any time without duplication, the
number of Units then issued and outstanding,  assuming full conversion, exercise
and exchange of all Convertible  Securities and Options that are (or may become)
exchangeable  for, or  exercisable  or convertible  into,  Units,  including the
Warrants.

          "GAAP"   shall  mean   generally   accepted   accounting   principles,
consistently applied throughout the specified period.

          "GOVERNMENTAL  AUTHORITY"  shall  mean any nation or  government,  any
state  or  other  political  subdivision  thereof,  and  any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining  to  government,  and  any  corporation  or  other  entity  owned  or
controlled   (whether  through   ownership  of  securities  or  other  ownership
interests, by contract or otherwise) by any of the foregoing.

          "HOLDER" shall mean any Person who acquires  Warrants or Warrant Units
pursuant to the  provisions  of this  Agreement,  including any  transferees  of
Warrants or Warrant Units.

          "INDEPENDENT  APPRAISER" shall mean an appraiser which is a recognized
independent  expert  (including  any  Investment  Banking Firm)  experienced  in
valuing  businesses  similar or related to the principal  business of the Issuer
and its Subsidiaries.

          "INTERIM  DISTRIBUTIONS"  shall have the meaning assigned to such term
in Section 5.02(a)(iii) hereof.

          "INVESTMENT   BANKING   FIRM"  shall  mean  a  nationally   recognized
investment banking firm.

          "INVESTOR"  shall  have  the  meaning  assigned  to  such  term in the
preamble of this Agreement.

          "ISSUER" shall have the meaning  assigned to such term in the preamble
of this Agreement.


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          "ISSUER  NOTICE DATE" shall have the meaning  assigned to such term in
Section 4.01(b) hereof.

          "LIEN" shall mean,  with  respect to any asset,  any  mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind in respect of such
asset.  For purposes of this Agreement,  a Person shall be deemed to own subject
to a Lien any asset which it has acquired or holds  subject to the interest of a
vendor or lessor under any conditional  sale  agreement,  capital lease or other
title retention agreement relating to such asset.

          "LOOK BACK  EVENT"  shall have the  meaning  assigned  to such term in
Section 5.02(b) hereof.

          "LOOK BACK  PERIOD"  shall have the  meaning  assigned to such term in
Section 5.02(a) hereof.

          "MAJORITY  UNITHOLDERS"  shall  mean,  at any time,  the  Holders of a
majority of the Warrant  Units issued or issuable  upon exercise of the Warrants
at such time. For purposes of giving  notices,  waivers and consents  hereunder,
Holders shall be deemed holders of Units issued on exercise thereof.

          "NASDAQ"  shall mean the National  Association  of Securities  Dealers
automated quotation system.

          "NET  CONSIDERATION"  shall have the meaning  assigned to such term in
Section 5.02(b) hereof.

          "OPERATING  AGREEMENT" shall have the meaning assigned to such term in
the recital of this Agreement.

          "OPTION"  shall mean any  warrant,  option or other right to subscribe
for or purchase a specified security or unit of the Issuer.

          "OUT OF THE MONEY"  shall mean (a) in the case of an Option,  that the
fair market value of the Units which the holder  thereof is entitled to purchase
or  subscribe  for (taking  into effect the  proceeds  and  dilution of any such
purchase or subscription) is less than the exercise price of such Option and (b)
in the case of a Convertible Security, that the quotient resulting from dividing
the then outstanding principal amount of such Convertible Security by the number
of Units into or for which such Convertible Security is exercisable, convertible
or  exchangeable  (taking into effect such exercise,  conversion or exchange) is
greater  than  the  fair  market  value  of  a  Unit  (taking  into  effect  the
contribution to the fair market value of the Issuer and the subsequent  dilution
of such exercise, conversion or exchange).

          "PERSON" shall mean any natural person, corporation, limited liability
company, trust, joint venture, association,  company, partnership,  Governmental
Authority or other entity.

          "PRICE PER UNIT" shall mean, as at any date, (a) the Fair Market Value
as at such date DIVIDED BY (b) the number of Units then  outstanding (on a fully
diluted basis, assuming full conversion, exchange or exercise of any Convertible
Securities or Options which are  exchangeable  for or convertible or exercisable
into Units unless they are Out of the Money).

          "PRIME  RATE"  shall  mean  the  rate of  interest  from  time to time
announced by Bank of America, N.A. at its principal office in New York, New York
as its prime commercial lending rate.

          "PRIOR AMOUNT" shall have the meaning assigned to such term in Section
5.02(a)(i) hereof.

          "PRIOR  SALE" shall mean a sale of  Securities  to the Charter  Member
pursuant to Section 5.01 hereof.

          "PROPOSED  PURCHASER"  shall have the meaning assigned to such term in
Section 6.02 hereof.

          "PUBLICLY  TRADED  STOCK"  shall mean  common  stock that is  publicly
traded on (i) the New York Stock  Exchange,  the American  Stock Exchange or the
NASDAQ National Market or (ii) any other  internationally  recognized securities
exchange if the average daily volume for the four-week period  immediately prior
to any  date of  determination  for  such  common  stock  is at  least  equal to
$100,000,000.

          "PUT NOTICE"  shall have the meaning  assigned to such term in Section
4.01(b) hereof.

          "PUT NOTICE DATE" shall mean,  with respect to a Put Notice,  the date
on which  such Put Notice is given or deemed  given,  as the case may be, to the
Issuer and the Charter Member.

          "PUT  RIGHT"  shall  mean the  right of the  Majority  Unitholders  to
require  the Charter  Member to  purchase  Units,  Warrants  and  Warrant  Units
pursuant to, and in accordance with, Section 4 hereof.


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          "REGISTRATION  RIGHTS  AGREEMENT" shall mean the  Registration  Rights
Agreement, dated the date hereof, between the Issuer and the Investor,  relating
to the registration of the Registrable Securities (as defined therein) under and
pursuant to the Securities Act, which shall be in the form attached as Exhibit B
hereto.

          "RESTRICTED  CERTIFICATE" shall mean a certificate for Units,  Warrant
Units or Warrants  bearing or required to bear the restrictive  legend set forth
in Section 3.03 hereof.

          "RESTRICTED  SECURITIES"  shall mean  Restricted  Units and Restricted
Warrants.

          "RESTRICTED  UNITS" shall mean Units and Warrant Units  evidenced by a
Restricted Certificate.

          "RESTRICTED  WARRANTS"  shall mean Warrants  evidenced by a Restricted
Certificate.

          "RULE 144" shall mean Rule 144 promulgated by the Commission under the
Securities Act.

          "RULE 144A" shall mean Rule 144A  promulgated by the Commission  under
the Securities Act.

          "SECURITIES"  shall have the meaning  assigned to such term in Section
3.01(a) hereof.

          "SECURITIES ACT" shall mean the Securities Act of 1933, or any similar
Federal statute, and the rules and regulations of the Commission thereunder.

          "SUBSEQUENT  EVENT"  shall have the  meaning  assigned to such term in
Section 5.02(b) hereof.

          "SUBSEQUENT  EVENT DATE"  shall mean the date upon which a  Subsequent
Event shall occur.

          "SUBSEQUENT  UNIT VALUE" shall have the meaning  assigned to such term
in Section 5.02(b) hereof.

          "SUBSEQUENT UNIT SALE" shall have the meaning assigned to such term in
Section 5.02(b) hereof.

          "SUBSIDIARY"  shall mean, with respect to any Person (the "PARENT") at
any date, any corporation,  limited liability company, partnership,  association
or other  entity the accounts of which would be  consolidated  with those of the
parent in the  parent's  consolidated  financial  statements  if such  financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership,  association or other
entity (a) of which securities or other ownership  interests  representing  more
than 50% of the equity or more than 50% of the ordinary  voting power or, in the
case of a partnership,  more than 50% of the general partnership  interests are,
as of such date,  owned,  controlled  or held,  or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent  and one or more  subsidiaries  of the  parent.  Unless  otherwise
specified, "Subsidiary" shall mean a Subsidiary of the Issuer.

          "TAG-ALONG  PURCHASE  OFFER"  shall have the meaning  assigned to such
term in Section 6.02 hereof.

          "TAG-ALONG  SALE"  shall  have the  meaning  assigned  to such term in
Section 6.01 hereof.

          "THIRD PARTY" shall have the meaning  assigned to such term in Section
7.03 hereof.

          "THIRD PARTY  PURCHASER"  shall have the meaning assigned to such term
in the definition of "Drag-Along Sale" in Section 7.03 hereof.

          "TRIGGERING  EVENT"  shall  mean the  earliest  to occur of any of the
following:  (a) the  fifth  anniversary  of the  date  hereof;  (b) the  willful
violation or knowing  breach by the Issuer,  any Subsidiary  thereof  (including
Centerbrook)  or  the  Charter  Administrator  of  the  Administrative  Services
Agreement,  the Operating  Agreement or the Operating  Agreement of Centerbrook;
(c) the violation or breach by the Issuer,  any  Subsidiary  thereof  (including
Centerbrook)  or  the  Charter  Administrator  of  the  Administrative  Services
Agreement, the Operating Agreement or the Operating Agreement of Centerbrook, if
such  violation or breach is not cured within thirty (30) days of written notice
thereof;  (d) any "Bankruptcy  Event" (as defined in the Operating  Agreement of
Centerbrook  as in  effect on the date  hereof)  shall  occur  with  respect  to
CharterMac,  the  Charter  Member,  the  Charter  Administrator,  the  Issuer or
Centerbrook;  and (e) the Issuer or the Charter  Administrator  commits fraud or
criminal  activity,  or exercises gross negligence that has an adverse affect on
Centerbrook,  in the  performance of its obligations  under this Agreement,  the
Administrative  Services Agreement,  the Warrant Agreement,  the Warrants or the
Registration  Rights  Agreement  or the Issuer or the Charter  Administrator  is
indicted for a criminal offense related to its primary businesses.


                                       6
<PAGE>



          "UNIT  EXERCISABLE  AMOUNT" shall mean, for any Holder at any time, an
aggregate amount of Warrant Units equal to:

               (a) an amount equal to:

                    (i) the Aggregate  Holders' Unit Amount immediately prior to
               such time; DIVIDED BY

                    (ii)  one  MINUS  the  Aggregate  Holders'  Unit  Percentage
               immediately   prior  to  such  time  (expressed  as  a  decimal);
               MULTIPLIED BY

               (b)  the   aggregate   amount  of  Units  owned  by  such  Holder
          immediately  prior such time DIVIDED BY the  Aggregate  Holders'  Unit
          Amount immediately prior to such time;

               where:

               "AGGREGATE  UNIT AMOUNT" shall mean,  at any time,  the aggregate
          amount of Units issued by the Issuer and outstanding at such time;

               "AGGREGATE  HOLDERS' UNIT AMOUNT"  shall mean,  at any time,  the
          aggregate  amount of Units  owned by all of the  Holders at such time;
          and

               "AGGREGATE HOLDERS' UNIT PERCENTAGE" shall mean, at any time, (x)
          the  Aggregate  Holders'  Unit Amount  immediately  prior to such time
          DIVIDED BY (y) the  Aggregate  Unit Amount  immediately  prior to such
          time,  PROVIDED  that in no event shall the  "Aggregate  Holders' Unit
          Percentage" be greater than 0.10.

          "UNITHOLDER" shall mean any Person who directly or indirectly owns any
Units (including Warrant Units).

          "UNITS" shall have the meaning  assigned to such term in the Operating
Agreement.

          "WARRANT  UNITS" shall mean (a) the Units  purchased or purchasable by
the Holders of the Warrants upon the exercise thereof,  including any Units into
which such Units may thereafter be changed or converted,  and (b) any additional
Units  issued or  distributed  by way of a unit split or other  distribution  in
respect of the Units referred to in clause (a) above,  or acquired by way of any
rights offering or similar  offering made in respect of the Units referred to in
clause (a) above.  Any Warrant Units  purchased by the Issuer  shall,  upon such
purchase,  cease to be Warrant Units,  cease to be  outstanding  and the Issuer,
upon such purchase, shall not be deemed a Holder.

          "WARRANTS" shall mean all warrant  certificates  covering the purchase
of Units in the form of Exhibit A hereto, and all warrant certificates  covering
units issued upon transfer,  division or combination of, or in substitution for,
any  thereof.  All  Warrants  shall at all  times be  identical  as to terms and
conditions except as to the number of units for which they may be exercised.

          1.02 ACCOUNTING TERMS AND DETERMINATIONS, ETC. (a) Except as otherwise
may be expressly  provided  herein,  all  accounting  terms used herein shall be
interpreted,  and all financial  statements and  certificates  and reports as to
financial  matters  required to be delivered to the Holders  hereunder and under
the Warrants shall be prepared,  in accordance with GAAP. All calculations  made
for the purposes of determining  compliance with the terms of this Agreement and
the Warrants  shall  (except as otherwise may be expressly  provided  herein) be
made by application of GAAP.

          (b) All  references  to Units herein  shall be subject to  appropriate
adjustment by reason of any  distribution,  unit or stock split,  reverse split,
combination, recapitalization or any similar corporate transaction.

          1.03 TERMS  GENERALLY.  The  definitions  of terms  herein shall apply
equally to the  singular  and plural  forms of the terms  defined.  Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person shall be construed to include such Person's  successors and
assigns, (c) the words "herein", "hereof" and "hereunder",  and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any  particular  provision  hereof,  (d)  all  references  herein  to  Articles,
Sections,  Exhibits  and  Schedules  shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (e) the words


                                       7
<PAGE>



"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including cash,  securities,  accounts and contract rights and (f) references to
any law, constitution, statute, treaty, regulation, rule or ordinance, including
any section or other part thereof  (each,  for purposes of this Section  1.03, a
"law"),  shall refer to that law as amended from time to time and shall  include
any successor law.

          SECTION  2.  PURCHASE  AND  SALE  OF  WARRANTS2.01  AUTHORIZATION  AND
ISSUANCE OF UNITS AND WARRANTS.  The Issuer has authorized:  (a) the issuance of
the Warrants to the Investor pursuant to this Agreement, and (b) the issuance of
such number of Units as shall be  necessary  to permit the Issuer to comply with
its obligations to issue Units pursuant to the Warrants.

          2.02 ISSUANCE OF THE WARRANTS.

          (a)  On the date hereof:

               (i) the Issuer shall issue to the Investor  Warrants  giving each
          Holder  the  right to  purchase  a number  of Units at the time of the
          exercise thereof in an amount equal to the Unit Exercisable Amount for
          such Holder immediately prior to the beginning of the Exercise Period;

               (ii)  the  Issuer   shall   deliver  to  the  Investor  a  single
          certificate for the Warrants to be acquired by the Investor hereunder,
          registered in the name of the  Investor,  except that, if the Investor
          shall  notify  the Issuer in writing  prior to such  issuance  that it
          desires  certificates  for  Warrants to be  registered  in the name or
          names of any Affiliate, nominee or nominees of the Investor for its or
          their benefit,  then the certificates for Warrants shall be registered
          in the name or names specified in such notice; and

               (iii) the Issuer shall  deliver to the  Investor a legal  opinion
          from  satisfactory  counsel  to the  Issuer  in the form  attached  as
          Exhibit C hereto.

          (b) On or before the date  hereof,  each of the  members of the Issuer
shall  have  entered  into  the  Operating   Agreement  in  form  and  substance
satisfactory to the Investor.

          2.03 ACQUISITION FOR THE INVESTOR'S  ACCOUNT.  The Investor represents
and warrants to the Issuer as follows:

          (a) the Investor is acquiring  and shall  acquire the Warrants for its
     own  account,  without  a view to the  distribution  thereof,  all  without
     prejudice, however, to the right of the Investor at any time, in accordance
     with this Agreement or the Registration Rights Agreement,  lawfully to sell
     or  otherwise  to dispose of all or any part of the Warrants or the Warrant
     Units held by it; and

          (b) the  Investor is an  "accredited  investor"  within the meaning of
     Regulation D under the Securities Act.

          2.04  SECURITIES ACT  COMPLIANCE.  The Investor  understands  that the
Issuer has not registered the Warrants or the Warrant Units under the Securities
Act,  and the Investor  agrees that  neither the Warrants nor the Warrant  Units
shall  be  sold  or  transferred  or  offered  for  sale  or  transfer   without
registration  under  the  Securities  Act or the  availability  of an  exemption
therefrom, all as more fully provided in Section 3 hereof.

          2.05 EXERCISE OF THE WARRANTS. At any time during the Election Period,
the  Investor  shall have the right,  upon  written  notice from IXIS  Financial
Products  Inc. to the Issuer in the form of Exhibit D hereto,  to elect that all
(but not part) of the Warrants  shall be  exercisable  in accordance  with their
terms.

          SECTION 3. RESTRICTIONS ON TRANSFERABILITY

          3.01 TRANSFERS GENERALLY.

          (a)  The  Units,  Warrants  and  Warrant  Units  held  by  any  Holder
(collectively,  the "Securities") shall be transferable only upon the conditions
specified  in this Section 3 and in the  Registration  Rights  Agreement,  which
conditions  are  intended  to  insure  compliance  with  the  provisions  of the
Securities Act and applicable  state  securities laws in respect of the transfer
of any Securities.

          (b) Subject to compliance  with the Securities Act,  applicable  state
securities  laws and the requirement as to placement of a legend on certificates
for  Restricted  Securities  specified in Section 3.03 hereof,  any Holder shall
have  the  right to  transfer  any or all of its  Securities  to any  Person  as
provided in the Operating Agreement,  PROVIDED that the ratio of (x) the Warrant
Units owned by such Holder immediately prior to such transfer (assuming that all
Warrants had been exercised immediately prior to such transfer) to (y) the Units
that are not  Warrant  Units  owned  by such  Holder  immediately  prior to such


                                       8
<PAGE>



transfer  remains the same after giving effect to such  transfer.  The Person to
which Securities are transferred pursuant to the immediately  preceding sentence
shall be deemed to be a Holder of such Securities and bound by the provisions of
this Agreement applicable to the Holders so long as such Person continues to own
any of the Securities so transferred to such transferee.

          3.02 TRANSFERS OF SECURITIES PURSUANT TO REGISTRATION STATEMENTS, RULE
144 AND RULE 144A.  The  Securities may be offered or sold by the Holder thereof
pursuant to (a) an effective  registration  statement  under the Securities Act,
(b) to the  extent  applicable,  Rule 144 or Rule 144A or (c) any other  legally
available means of transfer.

          3.03 RESTRICTIVE LEGENDS. Unless and until otherwise permitted by this
Section 3, each  certificate  for  Warrants  issued under this  Agreement,  each
certificate  for any Warrants  issued to any  subsequent  transferee of any such
certificate,  each certificate for any Warrant Units issued upon exercise of any
Warrant  (if  any),  each  certificate  for  any  Warrant  Units  issued  to any
subsequent transferee of any such certificate (if any), and each certificate for
any Units issued pursuant to the Operating  Agreement (if any), shall be stamped
or otherwise imprinted with a legend in substantially the following form:

          "THE TRANSFER OF THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE IS
          SUBJECT TO THE  CONDITIONS  SPECIFIED IN THAT CERTAIN  UNITHOLDER  AND
          WARRANT  AGREEMENT  DATED AS OF JUNE 28,  2006  (THE  "UNITHOLDER  AND
          WARRANT  AGREEMENT"),  AMONG  CENTERBROOK  HOLDINGS  LLC,  A  DELAWARE
          LIMITED LIABILITY COMPANY (THE "ISSUER"), IXIS FINANCIAL PRODUCTS INC.
          AND CHARTER MAC CORPORATION,  AS THE UNITHOLDER AND WARRANT  AGREEMENT
          MAY BE AMENDED,  SUPPLEMENTED OR OTHERWISE MODIFIED AND IN EFFECT FROM
          TIME TO TIME,  AND NO TRANSFER OF THE  SECURITIES  REPRESENTED BY THIS
          CERTIFICATE  SHALL BE VALID OR EFFECTIVE  UNTIL SUCH  CONDITIONS  HAVE
          BEEN  FULFILLED.  A COPY OF THE  FORM OF THE  UNITHOLDER  AND  WARRANT
          AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE  PRINCIPAL  EXECUTIVE
          OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF
          THIS  CERTIFICATE,  AGREES  TO BE  BOUND  BY  THE  PROVISIONS  OF  THE
          UNITHOLDER AND WARRANT AGREEMENT.

          THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
          NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES  ACT"),  AND SUCH  SECURITIES  MAY NOT BE  OFFERED,  SOLD,
          PLEDGED OR OTHERWISE  TRANSFERRED  EXCEPT (I) PURSUANT TO AN EXEMPTION
          FROM,   OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
          REQUIREMENTS UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN EFFECTIVE
          REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT,  IN EACH CASE IN
          ACCORDANCE  WITH ANY  APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE
          UNITED STATES OF AMERICA."

          3.04  TERMINATION OF  RESTRICTIONS.  Whenever any Restricted  Security
shall have been  effectively  registered under the Securities Act and applicable
state  securities  laws and sold by the Holder  thereof in accordance  with such
registration  or sold under and  pursuant  to Rule 144 or is eligible to be sold
under and pursuant to paragraph  (k) of Rule 144,  the Holder  thereof  shall be
entitled  to  receive  from  the  Issuer,  without  expense,  a new  certificate
evidencing such Restricted Security not bearing the restrictive legend otherwise
required to be borne by a certificate evidencing such Restricted Security.

          3.05 CANCELLATION AND ISSUANCE. If any Holder or any of its Affiliates
assigns or  otherwise  transfers  all or any of its  Warrants,  such  Holder may
request (upon 10 days' prior notice to the Issuer) that (a) a number of Warrants
held by such Holder be canceled on the date of such  assignment and transfer and
(b) a like number of Warrants be issued by the Issuer to the Person to whom such
Warrants are being assigned or otherwise transferred. Upon the date specified in
such  request,  the Issuer shall  issue,  and such Holder  shall  surrender  for
cancellation,  such number of Warrants as aforesaid, PROVIDED that such issuance
shall not violate the Securities Act or any applicable state securities laws.

          SECTION 4. PUT RIGHTS

          4.01 PUT RIGHTS.

          (a) At any time on or after the  occurrence of the  Triggering  Event,
the Majority  Unitholders  will have the right to require the Charter  Member to
purchase  all (but not less than  all) of the  Securities  owned by the  Holders
pursuant to, and in accordance with, this Section 4.

          (b) The Majority  Unitholders may exercise a Put Right by delivering a
notice  to  the  Issuer  and  the  Charter  Member  stating  that  the  Majority
Unitholders  will require the Charter Member to purchase and the Holders to sell
all (but not less  than  all) of the  Securities  owned by the  Holders  (a "PUT
NOTICE").  Within 5 days  after  receipt  of a Put  Notice by the Issuer and the
Charter  Member,  the Issuer and the Charter  Member  shall give a notice to all
other Holders  advising them of the receipt by the Issuer and the Charter Member
of such Put Notice, together with a copy of such Put Notice. The date upon which
the Issuer and the Charter  Member  shall so advise the other  Holders is herein
called the "ISSUER NOTICE DATE".


                                       9
<PAGE>



          (c) Notwithstanding  anything in this Agreement to the contrary,  each
of the Charter  Member and the Issuer agrees that if at any time the Board shall
notify the Holders (a "FORCED  SALE  NOTICE")  that it intends to  consummate  a
Forced Sale, then, unless the consideration received in respect thereof consists
solely of any  combination of cash and Publicly Traded Stock that is distributed
to the  Holders  simultaneously  with  the  closing  of such  Forced  Sale,  the
following provisions shall apply:

          (i) Not later than 10 days  following  the related  Forced Sale Notice
     Date, the Majority  Unitholders  shall have the right to notify each of the
     Charter  Member and the  Issuer  that they  intend to have the fair  market
     value of the assets and property to be sold in connection  with such Forced
     Sale (the "FORCED SALE ASSETS")  determined and exercise their rights under
     this clause (c),  whereupon  the Forced Sale FMV for such Forced Sale shall
     be determined in accordance with the definition  thereof. In the event that
     such notice is not given,  then the Holders  shall  receive  their PRO RATA
     share of the consideration from the Forced Sale, which shall be distributed
     to them  simultaneously  with the closing of such Forced Sale. In the event
     that such  notice is given,  the  following  provisions  of this clause (c)
     shall apply.

          (ii) At the closing for such Forced  Sale,  the Charter  Member  shall
     remit  to each  Holder  an  amount  in cash  (such  Holder's  "FORCED  SALE
     CONSIDERATION"),  which cash amount shall be based on a good faith estimate
     by the Charter  Member of such  Holder's  PRO RATA share of the Forced Sale
     FMV for such Forced Sale.

          (iii) On the later of (x) the date 5  Business  Days after the date on
     which the Forced Sale FMV for such  Forced Sale shall have been  determined
     and (y) the closing date for such Forced Sale, either:

               (1) if the related Forced Sale FMV  Determination  Amount for any
          Holder exceeds the Forced Sale Consideration  received by such Holder,
          then the Charter  Member shall  forthwith pay to such Holder,  by wire
          transfer  in  immediately  available  funds,  an amount  equal to such
          excess  amount PLUS an amount  equal to the product of (x) such excess
          amount, (y) the Prime Rate and (z) the quotient determined by dividing
          the number of days lapsed  from the  closing  date of such Forced Sale
          through and including the date such excess amount is paid BY 360; or

               (2) if the  Forced  Sale  Consideration  received  by any  Holder
          exceeds the  related  Forced  Sale FMV  Determination  Amount for such
          Holder, then such Holder shall forthwith pay to the Charter Member, by
          wire transfer in immediately  available funds, an amount equal to such
          excess  amount PLUS an amount  equal to the product of (x) such excess
          amount, (y) the Prime Rate and (z) the quotient determined by dividing
          the number of days lapsed  from the  closing  date of such Forced Sale
          through and including the date such excess amount is paid BY 360;

     PROVIDED  that if  such  Forced  Sale  shall  not be  completed,  then  the
     foregoing provisions of this clause (iii) shall not apply.

          4.02 PROCEDURES.

          (a) The  purchase and sale of the  Securities  pursuant to a Put Right
shall be  consummated  on a date selected by the Charter  Member upon at least 5
Business Days' prior written notice to the Holders, which date in no event shall
be later  than the date 180 days  after the Put  Notice  Date (the "PUT  CLOSING
DATE"), PROVIDED that if on the Put Closing Date the Fair Market Value shall not
have been  determined,  the Put Closing Date shall be the date 5 Business  Day's
after the date on which the Fair Market Value shall have been determined. On the
Put Closing Date, the Charter  Member shall purchase from each Holder,  and each
Holder shall sell to the Charter  Member,  all of the  Securities  owned by such
Holder:  (i) in the  case of each  Unit  and  Warrant  Unit so  purchased,  at a
purchase  price equal to the Price Per Unit as of the Put Notice Date;  and (ii)
in the case of any  Warrants  owned by such Holder,  at a purchase  price (which
shall not be less than zero)  equal to (A) the product of (1) the Price Per Unit
as of the Put Notice Date and (2) the Unit Exercisable Amount for such Holder as
of the Put Notice  Date,  MINUS (B) an amount  equal to the  aggregate  Exercise
Price as of the Put Notice Date for such Unit Exercisable Amount. Payment of the
purchase  price for the  Securities so purchased by the Charter  Member shall be
made by wire transfer in immediately available funds.

          (b) If the  Charter  Member  shall  not  purchase  some  or all of the
Securities  as required  and in  accordance  with this Section 4 for any reason,
then the Price Per Unit with respect to such unpurchased Securities shall become
an accruing  liability of the Charter Member with interest thereon commencing on
the Put  Closing  Date  through  the date on which the  related  Securities  are
purchased by the Charter Member at a rate per annum equal to the Prime Rate PLUS
2%, compounded quarterly.

          (c) The calculations  under this Section 4, other than with respect to
the  determination  of Fair  Market  Value,  shall be made by the Issuer in good
faith and in a commercially reasonable manner.


                                       10
<PAGE>



          SECTION 5. CALL RIGHTS; LOOK BACK

          5.01 CALL RIGHTS.

          (a) At any time on or after the fifth  anniversary of the date hereof,
the Charter  Member shall have the right to purchase all (but not less than all)
of the Securities owned by the Holders.

          (b) The  Charter  Member may  exercise a Call Right by  delivering  an
irrevocable  notice to the Holders  indicating that the Charter Member wishes to
purchase all (but not less than all) of the  Securities  of each Holder (a "CALL
NOTICE").

          (c) The purchase and sale of the  Securities  pursuant to a Call Right
shall be  consummated  on a date  selected by the  Charter  Member by giving the
Holders at least 10 Business Days' prior written notice  thereof,  which date in
no event shall be earlier than the date 5 Business Days, nor later than the date
10 Business Days,  after the  determination of the Fair Market Value pursuant to
the procedure  described in the definition of such term in Section 1 hereof. The
Charter  Member shall  purchase from the Holders,  and each Holder shall sell to
the Issuer,  all of the Securities owned by such Holder: (i) in the case of each
Unit and Warrant Unit so purchased, at a price equal to the Price Per Unit as of
the Call Notice Date; and (ii) in the case of any Warrants owned by such Holder,
at a purchase price (which shall not be less than zero) equal to (A) the product
of (1) the  Price  Per  Unit  as of the  Call  Notice  Date  and  (2)  the  Unit
Exercisable  Amount for such  Holder as of the Call  Notice  Date,  MINUS (B) an
amount equal to the aggregate Exercise Price as of the Call Notice Date for such
Unit  Exercisable  Amount.  Payment of the purchase  price for the Securities so
purchased by the Charter  Member shall be made by wire  transfer in  immediately
available funds.

          (d) The calculations  under this Section 5.01, other than with respect
to the  determination of Fair Market Value,  shall be made by the Issuer in good
faith and in a commercially reasonable manner.

          5.02 LOOK BACK EVENTS.

          (a) If, within the 12-month  period (a "LOOK BACK  PERIOD")  following
the Call Notice Date, the Charter Member,  the Issuer,  any of its Subsidiaries,
or any holder of Units or Options or Convertible Securities with respect to such
Units,  shall have entered into any contract,  arrangement or binding  agreement
relating to a Look Back Event or shall have consummated a Look Back Event,  then
upon  occurrence of such Look Back Event the Charter Member shall  forthwith pay
to each Holder, by wire transfer in immediately available funds:

               (i) in the case of a  Subsequent  Event,  an amount  equal to the
          excess (if any) of (A) the product of (1) the Subsequent Unit Value on
          the date of such  Subsequent  Event  and (2) the  number  of Units and
          Warrant Units sold in the Prior Sale  (assuming that all Warrants sold
          in the Prior Sale by such Holder had been exercised  immediately prior
          to the Prior Sale and were sold in the Prior  Sale as Warrant  Units),
          OVER (B) the  aggregate  amount  received  by such Holder in the Prior
          Sale (the "PRIOR AMOUNT"); OR

               (ii) in the case of a  Subsequent  Unit Sale,  an amount equal to
          the excess (if any) of (A) the aggregate amount of consideration  that
          such Holder would have been entitled to receive in the Subsequent Unit
          Sale had the  Securities  sold in the  Prior  Sale  been  held by such
          Holder  at the  time  of the  Subsequent  Unit  Sale  and  sold in the
          Subsequent  Unit Sale  (assuming  that all Warrants  sold in the Prior
          Sale by such Holder had been exercised  immediately prior to the Prior
          Sale and were sold in the Prior Sale as Warrant  Units),  OVER (B) the
          Prior Amount; AND

               (iii) in addition to the amounts paid  pursuant to the  foregoing
          clauses  (i)  or  (ii),  an  amount  equal  to  the  sum  of  (A)  all
          distributions  paid on any  date  after  the Call  Notice  Date to and
          including the  settlement  date of the Prior Sale to which such Holder
          would  have  been  entitled  if  such  Holder  had  been a  Holder  of
          Securities during such period (the "INTERIM DISTRIBUTIONS") and (B) an
          amount equal to the product of (x) the Interim Distributions,  (y) the
          Prime Rate and (z) the quotient  determined  by dividing the number of
          days  lapsed  from the date each  such  distribution  would  have been
          received through and including the date of the Look Back Event by 360.

          For  purposes of this Section  5.02,  it shall be assumed that (x) all
adjustments  required by the  provisions  of Section 4 of the Warrants will have
been made in  respect of  Warrants  (whether  or not  outstanding)  through  and
including the date of the relevant Look Back Event, (y) appropriate  adjustments
will have been made in  respect of the  number of Units and  Warrant  Units (and
their  character and terms)  through and including the date of the relevant Look
Back  Event  by  reason  of  any  stock  or  unit   distribution,   subdivision,
combination,  consolidation,  merger, sale, lease, transfer or recapitalization,
any amendment to the Operating  Agreement or other  organizational  documents of
the Issuer or any similar event  effected on or after the Call Notice Date;  and
(z) the Issuer was in compliance  through the Look Back Event with the covenants
set forth in this  Agreement  and the Operating  Agreement.  If the Issuer would
have been in default of any such covenants in such a way as to adversely  affect
the  rights  of the  Holders  then,  in each such  case,  the  computations  and
adjustments  provided  for in this  Section  5.02  shall  be made as  nearly  as


                                       11
<PAGE>



possible  in the  manner so  provided  except  that any  additional  adjustments
required to protect the Holders  against such adverse effects in accordance with
the intent and principles of this Agreement shall be made.

          (b) As used in this Section 5.02,  the following  terms shall have the
following respective meanings:

          "AGGREGATE CALLED AMOUNT" shall mean the aggregate number of Units and
Warrant  Units sold in the Prior Sale  (assuming  that all Warrants  sold in the
Prior Sale by each Holder had been exercised immediately prior to the Prior Sale
and were sold in the Prior Sale as Warrant Units).

          "LOOK  BACK  EVENT"  shall  mean  the   occurrence   (whether  in  one
transaction or in a series of related  transactions)  of any Subsequent Event or
Subsequent Unit Sale.

          "SUBSEQUENT  EVENT" shall mean: (a) any merger or consolidation of the
Issuer with any other Person (whether or not the Issuer is the surviving entity)
in which any Unitholder  receives any  distribution in respect of its Units; (b)
any share or unit  exchange of the Issuer with any other Person  (whether or not
the Issuer is the surviving  entity) involving a number of Units which equals or
exceeds the  Aggregate  Called Amount and in which any  Unitholder  receives any
distribution  in  respect  of its  Units;  or  (c)  any  sale,  lease  or  other
disposition  of  all  or a  substantial  portion  of the  assets  of the  Issuer
(including by or through the issuance,  sale, lease or other  disposition of the
Units or other  equity  interests  or assets  of,  or a merger or  consolidation
involving, any Subsidiary of the Issuer) or any liquidation.

          "SUBSEQUENT  UNIT  VALUE"  shall mean,  with  respect to each Unit and
Warrant  Unit on any  Subsequent  Event  Date,  an  amount  equal to the  result
obtained by dividing (a) the sum of (i) the  aggregate  fair market value of all
consideration  (less  assumed  liabilities)  received  by  the  Issuer  and  its
Subsidiaries  and Unitholders in connection with the related  Subsequent  Event,
net  of  ordinary  and  customary  transaction  expenses  (including  taxes)  in
connection with such Subsequent Event and liabilities required to be paid by the
Issuer from the proceeds of such  transactions (the "NET  CONSIDERATION"),  PLUS
(ii) the Fair Market Value as at such Subsequent Event Date (after giving effect
to the related  Subsequent Event and excluding the Net Consideration) by (b) the
total number of Units (determined on a Fully Diluted Basis)  outstanding on such
Subsequent Event Date (after giving effect to the related Subsequent Event).

          "SUBSEQUENT  UNIT SALE" shall mean: (a) any repurchase,  redemption or
other  direct or indirect  acquisition  by the Issuer of any Units or Options or
Convertible Securities exercisable for or convertible or exchangeable into Units
which equals or exceeds the Aggregate Called Amount;  (b) any sale,  disposition
or other  transfer of any Units or other  equity  interests of the Issuer or any
Subsidiary  thereof of any class through a public offering  involving the Issuer
or such  Subsidiary;  or (c) any  sale,  disposition  or other  transfer  of any
outstanding  Units  owned  by  any  of  the  Controlling  Group  or  Options  or
Convertible  Securities held by any of the Controlling  Group exercisable for or
convertible  or  exchangeable  into Units which equals or exceeds the  Aggregate
Called Amount.

          (c) Promptly  following  its execution (or the execution by one of its
Affiliates  or  a  Subsidiary)  of  an  agreement  pursuant  to  which,  if  the
transaction contemplated thereby is consummated,  a Look Back Event would occur,
and, if different,  the date of  occurrence of a Look Back Event,  the Issuer or
the Charter Member, as applicable,  shall deliver a notice to the Holders of the
execution  of such  agreement  (describing  in  reasonable  detail the  contents
thereof  and  the  contemplated  schedule  for  its  consummation)  and  of  the
occurrence of such Look Back Event.

          (d) The calculations  under this Section 5.02, other than with respect
to the  determination of Fair Market Value,  shall be made by the Issuer in good
faith and in a commercially reasonable manner.

          SECTION 6. RIGHT TO JOIN IN SALE6.01 TAG-ALONG RIGHTS. Notwithstanding
anything  herein to the contrary,  if the Charter Member  proposes,  in a single
transaction  or a  series  of  related  transactions,  to  sell,  dispose  of or
otherwise transfer, directly or indirectly, any of its Units then outstanding in
any manner (each,  a "TAG-ALONG  SALE"),  then the Holders shall be afforded the
opportunity to join in such transfer as provided in Section 6.02 hereof.

          6.02 PROCEDURES.  Prior to the consummation of any transaction subject
to Section 6.01 hereof,  the Person or group of Persons that proposes to acquire
Units in a Tag-Along Sale (the "PROPOSED  PURCHASER") shall make a written offer
to the Holders (the  "TAG-ALONG  PURCHASE  OFFER") which offer shall describe in
reasonable detail the Securities proposed to be purchased,  the price to be paid
and all other  material  terms of the Tag-Along  Sale. The Holders shall have 15
days after the  making of the  Tag-Along  Purchase  Offer in which to accept the
Tag-Along  Purchase  Offer.  If any Holder  accepts the Tag Along Purchase Offer
("PARTICIPATING HOLDER"), such Participating Holder shall be entitled to sell in
the Tag-Along Sale a number of Units and Warrant Units (including  Warrant Units
issuable upon the exercise of Warrants) equal to the product of (i) the quotient
determined  by dividing (x) the number of Units and Warrant  Units owned by such
Participating  Holder  (including  Warrant  Units  issuable upon the exercise of
Warrants) BY (y) the aggregate  number of Units (on a Fully Diluted Basis) owned
by the Charter  Member and all  Participating  Holders,  and (ii) the  aggregate
number of Units and Warrants proposed to be purchased by the Proposed  Purchaser
in the Tag-Along Sale;  PROVIDED that if the Tag-Along Sale would cause a Change
of Control,  then the  Participating  Holders  shall be entitled to sell 100% of


                                       12
<PAGE>



their respective Units and Warrant Units (but not exceeding the aggregate amount
of Units proposed to be acquired in the Tag-Along Sale). The Tag-Along  Purchase
Offer  shall be at the same  price and on the same terms and  conditions  as the
offer  by  the  Proposed  Purchaser  to  the  Charter  Member,  except  that  no
Participating Holder shall be required to make representations and warranties to
or agreements with the Proposed Purchaser other than representations, warranties
and  agreements  regarding  such  Participating  Holder and its ownership of the
Securities to be sold in the Tag-Along Sale.

          6.03  ISSUER'S  COVENANTS.  The Issuer  will not, on or after the date
hereof,  deliver to the Charter Member a certificate  evidencing any Units being
sold in a transaction  requiring that a Tag-Along  Purchase Offer be made unless
the Proposed  Purchaser  shall have in fact made a Tag-Along  Purchase  Offer in
accordance with the provisions of Section 6.02 hereof.

          SECTION 7. OBLIGATION TO JOIN IN SALE7.01 DRAG-ALONG  OBLIGATIONS.  In
the event of a Drag-Along  Sale at any time after the fifth  anniversary  of the
date hereof,  each Holder shall be obligated  to, if so requested by the Charter
Member,  sell,  transfer  and  deliver,  or cause to be  sold,  transferred  and
delivered to the Third Party  Purchaser,  all (but not less than all) Securities
owned by it at the same price per unit and consideration,  and on the same terms
and conditions  (except as expressly  permitted below), as are applicable to the
Charter Member, except that no Holders shall be required to make representations
and  warranties  to or  agreements  with the Third  Party  Purchaser  other than
representations,  warranties  and  agreements  regarding  such  Holder  and  its
ownership  of the  Securities  to be  sold  in the  Drag-Along  Sale  (it  being
understood  that  such  Holders  shall  not be  obligated  to pay their PRO RATA
portion  of  the  transaction  costs  associated  with  the  sale,  transfer  or
delivery).

          7.02 PROCEDURES.

          (a) The Charter  Member shall  deliver a written  notice  ("DRAG-ALONG
NOTICE") to each of the Holders setting forth the  consideration  per Unit to be
paid by the Third  Party  Purchaser  and the other terms and  conditions  of the
Drag-Along Sale.

          (b) If the  consideration  received in respect of the Drag-Along  Sale
consists  solely of any combination of cash and Publicly Traded Stock, or if the
Majority Unitholders elect not to exercise their rights under clause (c) of this
Section 7.02, then the following provisions shall apply:

               (i) Not later than 20 days following the Drag-Along  Notice Date,
          each of the Holders shall  deliver to the Charter  Member the Warrants
          and  certificates  (if any)  representing  Securities  of such Holder,
          accompanied by duly executed unit powers.

               (ii) At the closing for the  Drag-Along  Sale, the Charter Member
          shall remit to each Holder the  consideration  to which such Holder is
          entitled for its Securities in accordance with Section 7.01 hereof.

          (c) If the  consideration  received in respect of the Drag-Along  Sale
consists of any property  other than  Publicly  Traded Stock and cash,  then the
following provisions shall apply:

               (i) Not later than 10 days following the Drag-Along  Notice Date,
          the  Majority  Unitholders  shall have the right to notify each of the
          Charter Member and the Issuer that they intend to have the fair market
          value of their Units  determined  and exercise their rights under this
          clause (c),  whereupon  the Fair Market Value shall be  determined  in
          accordance  with the  definition  thereof.  In the event  that no such
          notice is given,  the  provisions  set forth under  clause (b) of this
          Section 7.02 shall apply and the  following  provisions of this clause
          (c) shall not apply.

               (ii) Not later than 20 days following the Drag-Along Notice Date,
          each of the Holders shall  deliver to the Charter  Member the Warrants
          and  certificates  (if any)  representing  Securities  of such Holder,
          accompanied by duly executed unit powers.

               (iii) At the closing for the Drag-Along  Sale, the Charter Member
          shall remit to each Holder an amount in cash for its Securities  (such
          Holder's "DRAG-ALONG SALE CONSIDERATION"),  which cash amount shall be
          based on a good  faith  estimate  by the  Charter  Member  of the fair
          market  value  of  such  Securities,   determined  in  a  commercially
          reasonable manner.

               (iv) On the later of (x) the date 5 Business  Days after the date
          on which the Fair Market Value  pursuant to this clause (c) shall have
          been  determined  and (y) the closing  date for the  Drag-Along  Sale,
          either:


                                       13
<PAGE>



                    (1) if the  Drag-Along  FMV  Determination  Amount  for  any
               Holder exceeds the Drag-Along Sale Consideration received by such
               Holder,  then the  Charter  Member  shall  forthwith  pay to such
               Holder,  by wire  transfer in  immediately  available  funds,  an
               amount  equal to such excess  amount PLUS an amount  equal to the
               product of (x) such excess amount, (y) the Prime Rate and (z) the
               quotient  determined  by dividing  the number of days lapsed from
               the closing date of the Drag-Along Sale through and including the
               date such excess amount is paid BY 360; or

                    (2) if the  Drag-Along  Sale  Consideration  received by any
               Holder exceeds the Drag-Along FMV  Determination  Amount for such
               Holder,  then such  Holder  shall  forthwith  pay to the  Charter
               Member,  by wire  transfer in  immediately  available  funds,  an
               amount  equal to such excess  amount PLUS an amount  equal to the
               product of (x) such excess amount, (y) the Prime Rate and (z) the
               quotient  determined  by dividing  the number of days lapsed from
               the closing date of the Drag-Along Sale through and including the
               date such excess amount is paid BY 360;

          PROVIDED that if the Drag-Along Sale shall not be completed,  then the
          foregoing provisions of this clause (iv) shall not apply.

          (d) If any Holder should fail to deliver its Warrants or  certificates
(if any) representing  Securities,  the Issuer shall cause the books and records
of the  Issuer  to show  that  such  Warrants  and  Securities  are bound by the
provisions  of this  Section 7 and that such  Warrants and  Securities  shall be
transferred only to the Third Party Purchaser upon surrender for transfer by the
Holder thereof.

          (e) If, within 120 days after the Charter Member delivers a Drag-Along
Notice, the Drag-Along Sale is not completed, the Charter Member shall return to
each Holder all Warrants and certificates (if any) representing  Securities that
such Holder delivered for sale pursuant hereto.

          7.03 DEFINITIONS.  As used herein the  following  terms shall have the
                             following respective meanings:

          "DRAG-ALONG  SALE"  shall mean (a) the sale by the  Charter  Member of
Units beneficially owned by it in a private offering that results in a Change of
Control or (b) a merger or  consolidation  involving  the  Issuer,  wherein  the
Holders will receive  consideration for their Units, in each case in a bona fide
arm's length  transaction to or with a Third Party (the "THIRD PARTY PURCHASER")
and in each case occurring after the fifth anniversary of the date hereof.

          "THIRD PARTY" shall mean a Person or entity not otherwise an Affiliate
of the  Issuer or the  Charter  Member  or a  Subsidiary  thereof  or any of the
Issuer's Unitholders.

          SECTION  8.  HOLDERS'  RIGHTS8.01  DELIVERY  EXPENSES.  If any  Holder
surrenders  any  certificate  for  Warrants or Warrant  Units to the Issuer or a
transfer agent of the Issuer for exchange for instruments of other denominations
or  registered  in  another  name or names,  the  Issuer  shall  cause  such new
instruments to be issued and shall pay the costs associated therewith, including
the costs of  delivering  to or from the  office of such  Holder  from or to the
Issuer or its transfer agent, duly insured,  the surrendered  instrument and any
new  instruments  issued in  substitution  or  replacement  for the  surrendered
instrument.

          8.02 TAXES. The Issuer shall pay all taxes (other than Federal,  state
or local income taxes) which may be payable in connection with the execution and
delivery of this Agreement or the Registration  Rights Agreement or the issuance
of  the  Warrants  and  Warrant  Units  hereunder  or  in  connection  with  any
modification  of  this  Agreement,  the  Registration  Rights  Agreement  or the
Warrants  and shall hold each  Holder  harmless  without  limitation  as to time
against any and all liabilities  with respect to all such taxes. The obligations
of the Issuer under this Section 8.02 shall survive any  redemption,  repurchase
or  acquisition of Warrants or Warrant Units by the Issuer,  any  termination of
this Agreement or the  Registration  Rights  Agreement,  and any cancellation or
termination of the Warrants.

          8.03  REPLACEMENT  OF  INSTRUMENTS.  Upon  receipt  by the  Issuer  of
evidence reasonably  satisfactory to it of the ownership of and the loss, theft,
destruction  or  mutilation of any  certificate  or  instrument  evidencing  any
Warrants or Warrant Units, and

          (i) in the case of loss, theft or destruction, of indemnity reasonably
     satisfactory to it, PROVIDED that, if the owner of the same is the Investor
     or an  institutional  lender or  investor,  its own  agreement of indemnity
     shall be deemed to be satisfactory, or

          (ii)  in the  case  of  mutilation,  upon  surrender  or  cancellation
     thereof,

the Issuer,  at its  expense,  shall  execute,  register  and  deliver,  in lieu
thereof,  a new  certificate  or instrument for (or covering the purchase of) an
equal number of Warrants or Warrant Units.


                                       14
<PAGE>



          8.04  INDEMNIFICATION.  The Issuer shall  indemnify  and hold harmless
each of the  Investor  and the  Holders and each of their  respective  managers,
directors,  officers,  employees,  unitholders,  Affiliates and agents (each, an
"INDEMNIFIED  PERSON") on demand  from and  against any and all losses,  claims,
damages, liabilities (or actions or other proceedings commenced or threatened in
respect  thereof) and  expenses  that arise out of,  result from,  or in any way
relate to, this Agreement, the Warrants or the Registration Rights Agreement, or
in connection with the other transactions  contemplated hereby and thereby,  and
to reimburse each indemnified  person,  upon its demand,  for any legal or other
expenses incurred in connection with  investigating,  defending or participating
in the  defense  of any such loss,  claim,  damage,  liability,  action or other
proceeding  (whether or not such indemnified  person is a party to any action or
proceeding  out of  which  any  such  expenses  arise),  other  than  any of the
foregoing claimed by any indemnified  person to the extent incurred by reason of
the gross  negligence  or willful  misconduct  of such  indemnified  person.  No
indemnified  person shall be  responsible  or liable to either the Issuer or any
other Person for any damages  which may be alleged as a result of or relating to
this  Agreement,  the  Warrants  or the  Registration  Rights  Agreement,  or in
connection with the other transactions contemplated hereby and thereby.

          SECTION 9. OTHER COVENANTS OF ISSUERThe Issuer agrees with each Holder
that, so long as any of the Warrants and/or Warrant Units shall be outstanding:

          9.01  ACCOUNTANTS;  FISCAL YEAR.  THE ISSUER SHALL RETAIN A NATIONALLY
RECOGNIZED  INDEPENDENT ACCOUNTING FIRM AS ITS AUDITORS. TO ENABLE THE READY AND
CONSISTENT DETERMINATION OF THE PRICE PER UNIT AND COMPLIANCE WITH THE COVENANTS
SET FORTH HEREIN, NEITHER THE ISSUER NOR ANY OF ITS SUBSIDIARIES WILL CHANGE THE
LAST DAY OF ITS FISCAL YEAR FROM  DECEMBER 31 OF EACH YEAR,  OR THE LAST DAYS OF
THE FIRST THREE FISCAL  QUARTERS IN EACH OF ITS FISCAL YEARS FROM MARCH 31, JUNE
30 AND SEPTEMBER 30 OF EACH YEAR, RESPECTIVELY.

          9.02 REPURCHASES, RECAPITALIZATIONS, ETC.

          (a) Except as otherwise  specifically  provided herein or contemplated
by the  Operating  Agreement,  the  Issuer  shall  not  effect  any  repurchase,
recapitalization, reorganization, reclassification, merger, consolidation, share
or unit exchange,  liquidation,  spin-off, stock or unit split,  distribution or
stock or unit consolidation, subdivision or combination that would not afford to
each Unitholder and the Holder the same type and amount of consideration.

          (b) Except as otherwise  specifically  provided herein or contemplated
by the  Operating  Agreement,  the Issuer  shall not effect  any  repurchase  or
redemption  of  Units  and  shall  cause  its  Subsidiaries  not to  effect  any
repurchase  or  redemption  of Units  from any  Unitholder.  Any  repurchase  or
redemption of Units shall include Warrant Units.

          9.03  RESTRICTIONS  ON  PERFORMANCE.  The Issuer shall not at any time
enter into an agreement or other  instrument  limiting in any manner its ability
to  perform  its  obligations  under this  Agreement,  the  Registration  Rights
Agreement or the Warrants,  or making such  performance or the issuance of Units
upon  the  exercise  of any  Warrant  a  default  under  any such  agreement  or
instrument.

          SECTION 10.  MISCELLANEOUS10.01  HOME OFFICE PAYMENT.  Notwithstanding
anything  to the  contrary in this  Agreement  or the  Warrants,  so long as the
Investor or any nominee designated by the Investor shall be a Holder, the Issuer
shall  punctually  pay all amounts  which become due and payable with respect to
any Warrant or Warrant  Units to the Investor at the address  registered  on the
books of the Issuer  maintained for such purpose,  or at such other place and in
such manner as the  Investor  may  designate  by notice to the  Issuer,  without
presentation or surrender of such Warrant or the making of any notation thereon.
The Investor agrees that prior to the sale,  transfer or other  disposition of a
part of any  Warrant,  it will  make  notation  thereon  of the  number of Units
covered by the part of the Warrant sold,  transferred or disposed,  or surrender
the same in exchange for a Warrant covering the number of Units remaining on the
Warrant so  surrendered.  The Issuer agrees that the  provisions of this Section
10.01 shall inure to the benefit of any other Holder  registered on the books of
the Issuer.

          10.02 WAIVER.  No failure on the part of any Holder to exercise and no
delay in exercising,  and no course of dealing with respect to, any right, power
or  privilege  under this  Agreement,  the Warrants or the  Registration  Rights
Agreement  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any right,  power or privilege under this Agreement,  the Warrant or
the Registration Rights Agreement preclude any other or further exercise thereof
or the exercise of any other right,  power or privilege.  The remedies  provided
herein are cumulative and not exclusive of any remedies provided by law.

          10.03 NOTICES.

          (a) All notices, requests and other communications provided for herein
and the Warrants (including any waivers or consents under this Agreement and the
Warrants) shall be given or made in writing,


                                       15
<PAGE>



               (i)   if to the Issuer:

                        Centerbrook Holdings LLC
                        625 Madison Avenue
                        New York, New York 10022
                        Attention:  James Spound
                        Telecopy:  212-317-5762

               (ii)  if to the Investor:

                        IXIS Financial Products Inc.
                        9 West 57th Street
                        New York, NY 10019
                        Attention:  Nick Mumford

               (iii) if to the Investor:

                        Charter Mac Corporation
                        625 Madison Avenue
                        New York, New York  10022
                        Attention:  Marc Schnitzer

                        with a copy to:

                        Proskauer Rose LLP
                        1585 Broadway
                        New York, New York  10036-8299
                        Attention:  Steven A. Fishman, Esq.

               (iv) if to any other Person who is the  registered  Holder of any
          Warrants  or  Warrant  Units,  to the  address  for such  Holder as it
          appears in the unit or warrant ledger of the Issuer;

or, in the case of any Holder,  at such other  address as shall be designated by
such party in a notice to the  Issuer;  or, in the case of the  Issuer,  at such
other  address as the Issuer may  designate  in a notice to the Investor and all
other Holders.

          (b) All such notices,  requests and other communications shall be: (i)
personally delivered, sent by courier guaranteeing overnight delivery or sent by
registered or certified mail, return receipt requested, postage prepaid, in each
case given or addressed as aforesaid; and (ii) effective upon receipt.

          10.04  EXPENSES,  ETC.  EACH OF THE PARTIES  HERETO SHALL BEAR ITS OWN
COSTS AND EXPENSES OF LEGAL COUNSEL,  ACCOUNTANTS,  FINANCIAL ADVISORS AND OTHER
CONSULTANTS  AND ADVISORS  INCURRED BY IT IN  CONNECTION  WITH THE  NEGOTIATION,
PREPARATION,  EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE  CONSUMMATION  OF
THE TRANSACTIONS CONTEMPLATED HEREBY.

          10.05 AMENDMENTS,  ETC. Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be amended or modified only by an
instrument in writing signed by the Issuer, the Charter Member, the Investor (so
long as the Investor is a Holder) and the Majority Unitholders. No waiver by any
party of any term or condition of this Agreement,  in any one or more instances,
shall be deemed to be or  construed as a waiver of the same term or condition of
this Agreement on any future occasion.

          10.06 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted assigns.

          10.07 SURVIVAL.  All representations and warranties made by the Issuer
herein  or in any  certificate  or other  instrument  delivered  by it or on its
behalf  under this  Agreement  or the  Registration  Rights  Agreement  shall be
considered  to have been  relied  upon by the  Investor  and shall  survive  the
issuance of the Warrants or the Warrant Units  regardless  of any  investigation
made by or on behalf of the Investor.  All statements in any such certificate or
other instrument so delivered shall constitute representations and warranties by
the Issuer hereunder.  All  representations  and warranties made by the Investor
herein  shall be  considered  to have been  relied  upon by the  Issuer  and the
Charter Member and shall survive the issuance to the Investor of the Warrants or
the Warrant Units regardless of any  investigation  made by either of the Issuer
or the Charter Member or on its behalf.


                                       16
<PAGE>



          10.08  SPECIFIC  PERFORMANCE.  Damages  in the event of breach of this
Agreement by a Holder,  the Issuer or the Charter Member would be difficult,  if
not impossible,  to ascertain,  and it is therefore agreed that each Holder, the
Issuer and the Charter  Member,  in addition to and without  limiting  any other
remedy or right it may  have,  will  have the  right to an  injunction  or other
equitable  relief in any court of  competent  jurisdiction,  enjoining  any such
breach,  and enforcing  specifically the terms and provisions  hereof,  and each
Holder,  the Issuer and the Charter Member hereby waives any and all defenses it
may have on the ground of lack of  jurisdiction  or  competence  of the court to
grant such an injunction or other equitable relief.  The existence of this right
will not preclude the Holders,  the Issuer or the Charter  Member from  pursuing
any other rights and remedies at law or in equity which the Holders,  the Issuer
or the Charter Member may have.

          10.09 CAPTIONS. The captions and section headings appearing herein are
included  solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

          10.10  COUNTERPARTS.  This  Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart signature page or counterpart.

          10.11  GOVERNING LAW;  WAIVER OF JURY TRIAL.  This Agreement  shall be
governed by, and construed in accordance with, the law of the State of New York.
EACH OF THE PARTIES  HERETO HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT
PERMITTED  BY  APPLICABLE  LAW,  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING  ARISING  OUT OF OR RELATING TO THIS  AGREEMENT  OR THE  TRANSACTIONS
CONTEMPLATED HEREBY.

          10.12  SEVERABILITY.  If any provision of this Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (a) such  provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part hereof,  (c) the
remaining  provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal,  invalid or  unenforceable  provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision,  there  will be added  automatically  as a part of this  Agreement  a
legal,  valid and  enforceable  provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be possible.

          10.13  ENTIRE   AGREEMENT.   This   Agreement   supersedes  all  prior
discussions  and  agreements  between  the parties  with  respect to the subject
matter hereof, and together with the Warrant,  the Registration Rights Agreement
and the Operating  Agreement  contains the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.


                                       17
<PAGE>



          IN  WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this
Unitholder and Warrant Agreement as of the date first above written.



                                                   CENTERBROOK HOLDINGS LLC


                                                   By: /S/ ROBERT D. MAUM
                                                       ------------------
                                                 Name: Robert D. Maum
                                                Title: Chief Executive Officer



                                                   IXIS FINANCIAL PRODUCTS  INC.



                                                   By: /S/ N. MUMFORD
                                                       --------------
                                                 Name: N. Mumford
                                                Title: Managing Director

                                                   By: /S/ CHRISTOPHER HAYDEN
                                                       ----------------------
                                                 Name: Christopher Hayden
                                                Title: Managing Director



                                                   CHARTER MAC CORPORATION



                                                   By: /S/ MARC D. SCHNITZER
                                                       ---------------------
                                                 Name: Marc D. Schnitzer
                                                Title: Chief Executive Officer


                                       18
<PAGE>



                                                                       Exhibit A
                                                                              to
                                                Unitholder and Warrant Agreement



                                [Form of Warrant]

                                     WARRANT

          THE TRANSFER OF THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  IS
SUBJECT TO THE  CONDITIONS  SPECIFIED  IN THAT  CERTAIN  UNITHOLDER  AND WARRANT
AGREEMENT DATED AS OF JUNE 28, 2006 (THE  "UNITHOLDER  AND WARRANT  AGREEMENT"),
AMONG  CENTERBROOK  HOLDINGS  LLC, A DELAWARE  LIMITED  LIABILITY  COMPANY  (THE
"ISSUER"),  IXIS  FINANCIAL  PRODUCTS INC. AND CHARTER MAC  CORPORATION,  AS THE
UNITHOLDER  AND WARRANT  AGREEMENT  MAY BE AMENDED,  SUPPLEMENTED  OR  OTHERWISE
MODIFIED  AND IN EFFECT FROM TIME TO TIME,  AND NO  TRANSFER  OF THE  SECURITIES
REPRESENTED  BY  THIS  CERTIFICATE  SHALL  BE  VALID  OR  EFFECTIVE  UNTIL  SUCH
CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE UNITHOLDER AND WARRANT
AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL  EXECUTIVE  OFFICE OF
THE ISSUER.  THE HOLDER OF THIS CERTIFICATE,  BY ACCEPTANCE OF THIS CERTIFICATE,
AGREES TO BE BOUND BY THE PROVISIONS OF THE UNITHOLDER AND WARRANT AGREEMENT.

          THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES  ACT"),  AND SUCH  SECURITIES MAY NOT BE OFFERED,  SOLD,  PLEDGED OR
OTHERWISE  TRANSFERRED  EXCEPT  (I)  PURSUANT  TO  AN  EXEMPTION  FROM,  OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS  UNDER THE SECURITIES
ACT OR (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OF AMERICA.



                                                            Warrant No. ________

Dated:  ________ __, 20__



                                     WARRANT

                              to Purchase Units of

                            CENTERBROOK HOLDINGS LLC

          THIS IS TO CERTIFY THAT [NAME OF WARRANT  HOLDER],  or its  registered
assigns,  is entitled  to  purchase in whole (but not in part) from  CENTERBROOK
HOLDINGS LLC, a Delaware limited  liability company (together with any successor
thereto,  the  "ISSUER"),  at any time  during the  Exercise  Period (as defined
below),  a number of Units (as defined in the Unitholder  and Warrant  Agreement
referenced below) in an amount equal to the Unit Exercisable  Amount (as defined
in said Unitholder and Warrant  Agreement) for such Holder  immediately prior to
the beginning of the Exercise  Period at a purchase  price equal to the Exercise
Price (as  defined  in said  Unitholder  and  Warrant  Agreement)  for such Unit
Exercisable Amount, subject to the terms and conditions hereinbelow provided.

          This Warrant is one of the Warrants  originally issued pursuant to the
Unitholder  and  Warrant  Agreement  dated as of June 28, 2006 among the Issuer,
IXIS Financial Products Inc. and Charter Mac Corporation (as amended, supplement
and  otherwise  modified and in effect from time to time,  the  "UNITHOLDER  AND
WARRANT AGREEMENT").

          SECTION 1.  CERTAIN  DEFINITIONS.  Each  capitalized  term used herein
without  definition  shall have the meaning assigned thereto (or incorporated by
reference) in the Unitholder and Warrant Agreement (as hereinafter defined). The
provisions of Section 1.03 of the  Unitholder and Warrant  Agreement  shall also
apply to this  Warrant.  As used  herein,  the  following  terms  shall have the
following meanings:

          "ADDITIONAL  UNITS"  shall mean all Units issued or sold by the Issuer
on or after the date hereof, other than Excluded Securities.



<PAGE>



          "CURRENT  MARKET  PRICE",  per  any  Unit,  for  the  purposes  of any
provision  of this Warrant at the date herein  specified,  shall be deemed to be
the fair market value per such Unit, as reasonably  determined by the Board,  or
if there shall be a public  market for Units,  the  average of the daily  market
prices  for each day  during  the 30  consecutive  trading  days  commencing  45
Business  Days before such date as of which such a price can be  established  in
the manner set forth below. The market price for each such Business Day shall be
the last  sale  price on such day as  reported  in the  Consolidated  Last  Sale
Reporting System or as quoted in the National  Association of Securities Dealers
Automated  Quotation  System,  or if such last sale price is not available,  the
average of the closing bid and asked  prices as reported in either such  system,
or in any other case the higher bid price quoted for such day as reported by The
Wall Street Journal and the National Quotation Bureau pink sheets.

          "EXCLUDED  SECURITIES" shall mean (a) the shares or Units issued in an
issuance in respect of which the Holder has exercised preemptive rights pursuant
to Section 8.05 of the  Unitholder and Warrant  Agreement,  (b) the Units issued
and  outstanding  on the  date  hereof  as  described  in  Section  3.07  of the
Unitholder  and Warrant  Agreement and (c) the Units issued upon exercise of the
Warrants.

          "EXERCISE  NOTICE"  shall have the  meaning  assigned  to such term in
Section 2 hereof.

          "HOLDER" shall mean the registered holder of this Warrant.

          "ISSUER"  shall have the  meaning  assigned  to such term in the first
paragraph of this Warrant.

          "WARRANT  HOLDER"  shall  mean any  Person who  acquires  Warrants  or
Warrant  Units  pursuant  to  the  provisions  of  the  Unitholder  and  Warrant
Agreement, including any transferees of Warrants or Warrant Units.

          SECTION 2.  EXERCISE  OF  WARRANT.  At any time  during  the  Exercise
Period, the Holder may exercise this Warrant,  on one occasion,  on any Business
Day, in whole (but not in part),  by  delivering  to the  Issuer,  at its office
maintained  for such  purpose  pursuant to Section  9.01  hereof,  (i) a written
notice  substantially  in the form of Annex 1 hereto (the "EXERCISE  NOTICE") of
the Holder's  election to exercise this Warrant,  which notice shall specify the
number of Units to be  purchased  (which shall be in an amount equal to the Unit
Exercisable  Amount for such Holder  immediately  prior to the  beginning of the
Exercise  Period) and the  Exercise  Price  thereof and (ii) a certified or bank
check or checks  payable  to the  Issuer in an  aggregate  amount  equal to such
Exercise  Price.  Upon  receipt of an  Exercise  Notice,  the Issuer  shall,  as
promptly as  practicable  and in any event  within 5 Business  Days  thereafter,
issue the  aggregate  number of Units and other  securities  issuable  upon such
exercise and any other property to which such Holder is entitled.

          The Warrant Units so issued shall be in such  denominations  as may be
specified  in the  Exercise  Notice and shall be  registered  in the name of the
Holder  or such  other  name or names as shall be  designated  in such  Exercise
Notice. Such Warrant Units shall be deemed to have been issued and the Holder or
any  other  Person so  designated  to be named  therein  shall be deemed to have
become a holder of record of such Units,  including,  to the extent permitted by
law,  the right to vote  such  Units or to  consent  or to  receive  notice as a
Unitholder,  as of the date on which the later of the  Exercise  Notice  and the
payment of the Exercise  Price is received by the Issuer as  aforesaid,  and all
taxes required to be paid by the Holder,  if any,  pursuant to Section 7 hereof,
prior to the issuance of such Units have been paid.

          All Units issuable upon the exercise of this Warrant shall be duly and
validly issued, fully paid and nonassessable and free and clear of any Liens.

          The  Issuer  shall not be  required  to issue a  fractional  Unit upon
exercise of this  Warrant.  As to any  fraction of a Unit which the Holder would
otherwise  be entitled to purchase  upon such  exercise,  the Issuer shall pay a
cash adjustment in respect of such final fraction in an amount equal to the same
fraction of the Current Market Price per Unit on the date of exercise.

          SECTION 3. TRANSFER, DIVISION AND COMBINATION. Subject to Section 9.03
hereof,  transfer of this Warrant and all rights hereunder, in whole or in part,
shall  be  registered  on the  books of the  Issuer  to be  maintained  for such
purpose, upon presentment of this Warrant at the office of the Issuer maintained
for such  purpose  pursuant  to Section  9.01  hereof,  together  with a written
assignment  of this Warrant duly executed by the Holder or its agent or attorney
and payment of funds  sufficient  to pay any  transfer  taxes  payable  upon the
making of such transfer.  Upon such presentment and, if required,  such payment,
the Issuer shall,  subject to Section 9.03 hereof and the immediately  following
sentence,  (a) execute and deliver a new Warrant in the name of the  assignee or
assignees specified in such instrument of assignment, (b) register such transfer
on its books and (c) if such  assignment  was an assignment  in whole,  promptly
cancel this Warrant.  This Warrant, if properly assigned in compliance with this
Section 3 and Section  9.03  hereof,  may be  exercised  by an assignee  for the
purchase  of  Units   without   having  a  new   Warrant  or  Warrants   issued.
Notwithstanding  any provision  herein to the contrary,  the Issuer shall not be
required to register  the  transfer of Warrants or Warrant  Units in the name of
any Person who  acquired  this  Warrant (or part  hereof) or any  Warrant  Units
otherwise  than in accordance  with this Warrant and the  Unitholder and Warrant
Agreement.  The Issuer  shall  maintain at its  aforesaid  office  books for the
registration and transfer of the Warrants.


                                       2
<PAGE>



          SECTION 4.  ADJUSTMENT OF UNITS.  The Issuer shall not take any action
with  respect  to its Units of any class  without at the same time  taking  like
action with respect to its Units of each other class.  In case a  consolidation,
merger or share or unit  exchange of the Issuer  shall be effected  with another
Person on or after the date hereof,  or the sale,  lease or transfer of all or a
majority of its assets to another  Person shall be effected on or after the date
hereof,  then,  as a  condition  of such  consolidation,  merger,  share or unit
exchange,  sale, lease or transfer,  lawful and adequate provision shall be made
whereby the Holder shall  thereafter have the right to purchase and receive upon
the basis and upon the terms and conditions specified herein and in lieu of each
Unit  immediately  theretofore  purchasable  and receivable upon the exercise of
each of the  Warrants,  such units,  shares of stock or other equity  interests,
securities,  cash or other property receivable upon such consolidation,  merger,
share or unit exchange,  sale,  lease or transfer by the holder of the number of
Units for which this Warrant is exercisable  immediately prior to such event. In
any such  case,  appropriate  and  equitable  provision  also shall be made with
respect to the rights and interests of the Holder to the end that the provisions
hereof and of the Unitholder and Warrant  Agreement and the Registration  Rights
Agreement  shall  thereafter be applicable,  as nearly as may be, in relation to
any Units,  securities,  cash or other property thereafter  deliverable upon the
exercise of any  Warrants.  The Issuer shall not effect any such  consolidation,
merger,  share or unit  exchange,  sale,  lease or transfer  unless  prior to or
simultaneously with the consummation thereof the successor Person (if other than
the Issuer) resulting from such consolidation,  merger or share or unit exchange
or the Person  purchasing,  leasing or  otherwise  acquiring  such assets  shall
assume, by written instrument mailed to the Holder at its last address appearing
on the books of the Issuer,  the obligation to deliver to the Holder such units,
shares of stock,  securities,  cash or other property as, in accordance with the
foregoing  provisions,  the  Holder  may be  entitled  to  purchase.  The  above
provisions of this Section 4 shall similarly apply to successive consolidations,
mergers, share or unit exchanges, sales, leases or transfers.

          SECTION 5. RESERVATION AND AUTHORIZATION OF UNITS. The Issuer shall at
all times  reserve and keep  available for issue upon the exercise or conversion
of Warrants such number of its authorized but unissued Units and of such classes
as will  be  sufficient  to  permit  the  exercise  in  full of all  outstanding
Warrants. All Units which shall be so issuable, when issued upon exercise of any
Warrant and payment of the applicable Exercise Price therefor in accordance with
the terms of this  Warrant,  shall be duly and  validly  issued,  fully paid and
nonassessable and free and clear of any Liens.

          Before  taking any action which would result in an  adjustment  in the
number of Units for which this Warrant is exercisable, the Issuer shall (i) take
any corporate action which is necessary in order that the Issuer may validly and
legally  issue  fully paid and  nonassessable  Units free and clear of any Liens
upon the  exercise  of all the  Warrants  immediately  after the  taking of such
action  and (ii)  obtain  all such  authorizations  or  exemptions  thereof,  or
consents thereto,  as may be necessary from any public regulatory body or bodies
having jurisdiction thereof.

          SECTION 6. TAKING OF RECORD;  UNIT AND  WARRANT  TRANSFER  BOOKS.  The
Issuer shall not at any time, except upon complete  dissolution,  liquidation or
winding up, close its Unit  transfer  books or Warrant  transfer  books so as to
result in  preventing  or delaying the  exercise,  conversion or transfer of any
Warrant,  unless otherwise  required by any applicable  federal,  state or local
law.

          SECTION 7.  EXPENSES,  TRANSFER  TAXES AND OTHER  CHARGES.  The Issuer
shall pay any and all expenses,  transfer taxes and other charges, including all
costs  associated  with the  preparation,  issue and delivery of unit or warrant
certificates,  that are incurred in respect of the issuance or delivery of Units
upon exercise or conversion of this Warrant pursuant to Section 2 hereof,  or in
connection  with any transfer,  division or combination of Warrants  pursuant to
Section 3 or 4 hereof. The Issuer shall not, however, be required to pay any tax
which may be  payable  in  respect  of any  transfer  involved  in the issue and
delivery of Units in a name other than that in which this Warrant is registered,
and no such  issue or  delivery  shall  be made  unless  and  until  the  Person
requesting  such issue has paid to the Issuer the amount of any such tax, or has
established, to the satisfaction of the Issuer, that such tax has been paid.

          SECTION 8. NO VOTING RIGHTS. Prior to the exercise of this Warrant, no
Holder shall be entitled to any voting or other rights as a member of the Issuer
except as expressly provided in this Warrant or in the Operating Agreement.

          SECTION 9. MISCELLANEOUS.

          9.01  OFFICE  OF  ISSUER.  So  long  as any of  the  Warrants  remains
outstanding,  the Issuer  shall  maintain  an office in the  continental  United
States of America where the Warrants may be presented  for  exercise,  transfer,
division or combination as in this Warrant  provided.  Such office shall be such
office as the Issuer shall  designate  and  maintain for such  purposes and give
notice thereof to all Warrant Holders.

          9.02 NOTICES GENERALLY.  Any notices and other communications pursuant
to the provisions  hereof shall be sent in accordance  with Section 10.03 of the
Unitholder and Warrant Agreement.

          9.03  RESTRICTIONS  ON  TRANSFERABILITY.  The Warrants and the Warrant
Units shall be transferable  only upon compliance with the conditions  specified
in Section 3 of the Unitholder and Warrant  Agreement , the Registration  Rights
Agreement  and  Article 11 of the  Operating  Agreement,  which  conditions  are
intended to ensure  compliance  with the  provisions  of the  Securities  Act in


                                       3
<PAGE>



respect of the  transfer  of any Warrant or any  Warrant  Units,  and any Holder
shall be bound by the  provisions of (and entitled to the benefits of) Section 3
of the Unitholder and Warrant Agreement , the Registration  Rights Agreement and
Article 11 of the Operating Agreement.

          9.04  GOVERNING  LAW. This Warrant shall be governed by, and construed
in accordance  with,  the law of the State of New York without  giving effect to
the  conflicts  of law  principles  thereof,  except to the extent that New York
conflicts of laws principles would apply the Delaware Limited  Liability Company
Act to matters relating to limited liability companies organized thereunder.

          9.05 LIMITATION OF LIABILITY.  No provision  hereof, in the absence of
affirmative  action by the Holder to  purchase  Units,  and no mere  enumeration
herein  of the  rights  or  privileges  of the  Holder,  shall  give rise to any
liability of the Holder for the Exercise Price or as a Unitholder of the Issuer,
whether such liability is asserted by the Issuer,  by any creditor of the Issuer
or any other Person.

          9.06  VALUE  DETERMINATIONS  BY THE  BOARD,  ETC.  Whenever  the Board
determines fair market value or Current Market Price pursuant to this Warrant or
the Unitholder and Warrant Agreement, any such determination or opinion shall be
made by the Board in good faith and in a commercially reasonable manner.


                                       4
<PAGE>



          IN WITNESS  WHEREOF,  the Issuer has duly  executed this Warrant as of
the date first above written.



                                              CENTERBROOK HOLDINGS LLC



                                              By:______________________________
                                            Name:
                                           Title:


                                       5
<PAGE>



                                                                         Annex 1
                                                                              to
                                                                         Warrant

                                FORM OF EXERCISE
                                ----------------

                (To be executed by the registered holder hereof)

          The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of Units of  CENTERBROOK  HOLDINGS LLC, a Delaware
limited liability company, and herewith makes payment therefor, all at the price
and on the terms and  conditions  specified in this Warrant and set forth below,
and requests that such Units be issued in accordance with the instructions given
below.

Dated:  ________ __, 20__



                                                --------------------------------
                                                (Signature of Registered Holder)

Exercise Price: _______________

Unit Exercisable Amount: ________________

Instructions for issuance and registration of Units:

-------------------------------
Name of Registered Holder
(please print)

Social Security or Other Identifying
Number: _________________________

Please deliver evidence of the issuance to the following address:

------------------------------------
              Street

------------------------------------
     City, State and Zip Code


<PAGE>



                                                                    Exhibit B to
                                                Unitholder and Warrant Agreement


                     [Form of Registration Rights Agreement]



          REGISTRATION  RIGHTS AGREEMENT dated as of [________ __], 2006 between
CENTERBROOK  HOLDINGS LLC, a Delaware limited  liability  company (the "ISSUER")
and IXIS  FINANCIAL  PRODUCTS  INC.  (the  "INVESTOR").  Capitalized  terms  not
otherwise defined herein have the meanings set forth in Section 1 hereof.

          WHEREAS,  the Issuer,  the  Investor and Charter Mac  Corporation  are
parties to a Unitholder and Warrant Agreement dated as of even date herewith (as
amended,  supplement and otherwise modified and in effect from time to time, the
"UNITHOLDER AND WARRANT AGREEMENT"), providing for the issuance by the Issuer of
Warrants (as defined in the Unitholder and Warrant  Agreement) which entitle the
Investor to purchase,  from and after the date of its issuance,  from the Issuer
at any  time on or  prior  to the  date  specified  in  Unitholder  and  Warrant
Agreement, Units (as therein defined) of the Issuer;

          WHEREAS,  the Investor and Charter Mac  Corporation are parties to the
Amended and Restated  Operating  Agreement  of the Issuer,  dated as of the date
hereof (the "OPERATING AGREEMENT"); and

          WHEREAS,  in order to induce the Investor to purchase the Warrants and
to enter into the  Operating  Agreement,  and as a condition  precedent  to such
actions,  the  Investor  requires  that the  Issuer  enter  into this  Agreement
simultaneously  with the  Investor's  execution  of the  Unitholder  and Warrant
Agreement and the Operating Agreement;

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
agreements  set  forth  in this  Agreement,  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

          SECTION 1.  DEFINITIONSSECTION  1.  DEFINITIONSSECTION 1. DEFINITIONS.
Each  capitalized  term used herein  without  definition  shall have the meaning
assigned  thereto (or  incorporated  by reference) in the Unitholder and Warrant
Agreement.  The  provisions  of  Section  1.03  of the  Unitholder  and  Warrant
Agreement  shall also apply to this  Agreement.  As used herein,  the  following
terms shall have the following meanings:

          "CUTBACK  REGISTRATION"  shall mean any Piggyback  Registration  to be
effected as an underwritten  Public  Offering in which the Managing  Underwriter
with respect  thereto  advises the Issuer and the Requesting  Holders in writing
that, in its opinion,  the number of securities requested to be included in such
registration  (including  securities  of the  Issuer  which are not  Registrable
Securities)  exceed  the  number  which can be sold in such  offering  without a
material  reduction  in the selling  price  anticipated  to be received  for the
securities to be sold in such Public Offering.

          "FORM S-2" shall mean Form S-2 promulgated by the Commission under the
Securities Act, or any successor or similar short-form registration statement.

          "FORM S-3" shall mean Form S-3 promulgated by the Commission under the
Securities Act, or any successor or similar short-form registration statement.

          "INDEMNIFIED  PARTY"  shall  mean a party  entitled  to  indemnity  in
accordance with Section 6 hereof.

          "INDEMNIFYING PARTY" shall mean a party obligated to provide indemnity
in accordance with Section 6 hereof.

          "INSPECTORS"  shall have the meaning  assigned to such term in Section
3(i) hereof.

          "INVESTOR"  shall  have  the  meaning  assigned  to  such  term in the
preamble of this Agreement.

          "ISSUER" shall have the meaning  assigned to such term in the preamble
of this Agreement.

          "LOSSES" shall have the meaning  assigned to such term in Section 6.01
hereof.

          "MANAGING   UNDERWRITER"  shall  mean,  with  respect  to  any  Public
Offering, the underwriter or underwriters managing such Public Offering.

          "NASD" shall mean the National Association of Securities Dealers.



<PAGE>



          "NOTICE OF PIGGYBACK  REGISTRATION" shall have the meaning assigned to
such term in Section 2.01 hereof.

          "PIGGYBACK REGISTRATION" shall mean any registration of Units or other
equity  securities  of  the  Issuer  under  the  Securities  Act  (other  than a
registration  in  respect of a  distribution  reinvestment  or similar  plan for
unitholders  of the  Issuer  or on  Form  S-4 or  Form  S-8  promulgated  by the
Commission, or any successor or similar forms thereto), whether for sale for the
account  of the  Issuer or for the  account of any holder of Units of the Issuer
(other than Registrable Securities).

          "PUBLIC  OFFERING"  shall mean any  offering  of Units to the  public,
either  on  behalf  of the  Issuer  or any of its  Unitholders,  pursuant  to an
effective registration statement under the Securities Act.

          "REGISTRABLE  SECURITIES" shall mean (a) Units and (b) Units issued or
issuable  upon  exercise  of  the  Warrants.  As to any  particular  Registrable
Securities, once issued such Units shall cease to be Registrable Securities when
(i) a  registration  statement with respect to the sale of such Units shall have
become  effective  under  the  Securities  Act and such  Units  shall  have been
disposed of in  accordance  with such  registration  statement,  (ii) such Units
shall have been  distributed  to the public  pursuant to Rule 144, or (iii) such
Units  shall have  ceased to be  outstanding.  Units  beneficially  owned by the
Issuer or any  Affiliate  (other than an  institutional  investor)  shall not be
deemed Registrable Securities.

          "REGISTRATION  EXPENSES"  shall  mean  all  expenses  incident  to the
Issuer's  performance of or compliance with its obligations under this Agreement
to  effect  the   registration   of   Registrable   Securities  in  a  Piggyback
Registration,  including all registration,  filing,  securities exchange listing
and NASD  fees,  all  registration,  filing,  qualification  and other  fees and
expenses of complying  with  securities or blue sky laws,  all word  processing,
duplicating and printing expenses, messenger and delivery expenses, the fees and
disbursements  of  counsel  for  the  Issuer  and  of  its  independent   public
accountants,  including  the  expenses of any special  audits or "cold  comfort"
letters  required  by or  incident  to  such  performance  and  compliance,  the
reasonable  fees and  disbursements  of  counsel  retained  by the  holders of a
majority of the  Registrable  Securities  being  registered,  premiums and other
costs of policies of  insurance  against  liabilities  arising out of the Public
Offering  of the  Registrable  Securities  being  registered  and any  fees  and
disbursements  of  underwriters  customarily  paid  by  issuers  or  sellers  of
securities,  but excluding  underwriting  discounts and commissions and transfer
taxes, if any, in respect of Registrable  Securities,  which shall be payable by
each holder thereof.

          "REQUESTING  HOLDERS"  shall  mean,  with  respect  to  any  Piggyback
Registration,   the  holders  of  Registrable   Securities  requesting  to  have
Registrable  Securities  included in such  registration  in accordance with this
Agreement.

          "SHORT-FORM REGISTRATION" shall mean a Piggyback Registration effected
by the  filing  of a  registration  statement  on Form  S-2 or Form S-3 with the
Commission.

          "UNITHOLDER AND WARRANT  AGREEMENT" shall have the meaning assigned in
the preamble of this Agreement.

          SECTION    2.    PIGGYBACK     REGISTRATIONSSECTION    3.    Piggyback
RegistrationsSECTION 3. Piggyback Registrations.

          2.01  RIGHT TO  INCLUDE  REGISTRABLE  SECURITIES3.01  RIGHT TO INCLUDE
REGISTRABLE  Securities3.01  RIGHT TO  INCLUDE  REGISTRABLE  SECURITIES.  If the
Issuer  at any  time  proposes  after  the date  hereof  to  effect a  Piggyback
Registration,  it will each such time give prompt  written  notice (a "NOTICE OF
PIGGYBACK  REGISTRATION")  at  least  30  days  (or 20  days  in the  case  of a
Short-Form  Registration) prior to the anticipated filing date to all holders of
Registrable  Securities of its  intention to do so and of such  holders'  rights
under this  Section 2, which Notice of Piggyback  Registration  shall  include a
description  of the  intended  method of  disposition  of such  Units.  Upon the
written  request of any such  holder made within 30 days (or 20 days in the case
of  a  Short-Form   Registration)   after  receipt  of  a  Notice  of  Piggyback
Registration (which request shall specify the Registrable Securities intended to
be disposed of by such holder and the intended  method of disposition  thereof),
the Issuer will use its best  efforts to include in the  registration  statement
relating to such Piggyback  Registration  all Registrable  Securities  which the
Issuer has been so requested to register.  Notwithstanding the foregoing, if, at
any time  after  giving a Notice  of  Piggyback  Registration  and  prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Issuer shall  determine  for any reason not to register or to
delay registration of such Units, the Issuer may, at its election,  give written
notice of such  determination  to each  holder of  Registrable  Securities  and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration  (but not from its obligation to pay the  Registration  Expenses in
connection  therewith),  and  (ii)  in the  case  of a  determination  to  delay
registering,  shall be permitted to delay registering any Registrable Securities
for the same period as the delay in registering such other Units.

          2.02 REGISTRATION  STATEMENT FORM2.03 REGISTRATION  STATEMENT FORM2.03
REGISTRATION   STATEMENT  FORM.   Piggyback   Registrations  shall  be  on  such
appropriate registration form promulgated by the Commission as shall be selected
by the Issuer.


                                       2
<PAGE>



          2.03 REGISTRATION  EXPENSES3.02 REGISTRATION EXPENSES3.02 REGISTRATION
EXPENSES.  The Issuer will pay all Registration  Expenses incurred in connection
with each Piggyback Registration.

          2.04  PRIORITY  IN  CUTBACK  REGISTRATIONS3.03   PRIORITY  IN  CUTBACK
REGISTRATIONS3.03 PRIORITY IN CUTBACK REGISTRATIONS. If a Piggyback Registration
becomes a Cutback Registration,  the Issuer will include in such registration to
the extent of the amount of the Units which the Managing Underwriter advises the
Issuer can be sold in such offering:

          (a) if such  registration  involves a primary offering of the Issuer's
     Units,  (i) FIRST,  the Units proposed by the Issuer to be sold for its own
     account, and (ii) SECOND, other Units of the Issuer proposed to be included
     in such  registration  by the  Requesting  Holders  and any Person who is a
     party to a  registration  rights  agreement  referred  to in  Section  8.02
     hereof,  allocated  among the holders  thereof PRO RATA on the basis of the
     number of Units requested to be included by such holders; and

          (b) if such  registration  does not involve a primary  offering of the
     Issuer's Units, all Units requested to be included in such  registration by
     the  Requesting  Holders  and any Person  who is a party to a  registration
     rights agreement  referred to in Section 8.02 hereof, PRO RATA on the basis
     of the number of Units requested to be included by such holders;

and any Units so excluded  shall be withdrawn  from and shall not be included in
such Piggyback Registration.

          SECTION 3.  REGISTRATION  PROCEDURES.  If and  whenever  the Issuer is
required to include any Registrable Securities under the Securities Act pursuant
to  Section  2 hereof,  the  Issuer  will use its best  efforts  to  effect  the
registration  and sale of such  Registrable  Securities in  accordance  with the
intended methods of disposition thereof specified by the Requesting Holders in a
manner consistent with such proposed  offering.  Without limiting the foregoing,
the Issuer in each such case will, as expeditiously as possible:

          (a) prepare and file with the  Commission  the requisite  registration
     statement (and any amendments,  supplements and  prospectuses  with respect
     thereto) to effect such  registration,  PROVIDED  that as far in advance as
     practical  before  filing such  registration  statement or any amendment or
     supplement  thereto,  the Issuer  will  furnish to the  Requesting  Holders
     copies of reasonably  complete drafts of all such documents  proposed to be
     filed (including exhibits),  and any such holder shall have the opportunity
     to object to any information  pertaining solely to such holder and its plan
     of  distribution  that is  contained  therein  and the Issuer will make the
     corrections  reasonably  requested  by such  holder  with  respect  to such
     information prior to filing any such registration statement or amendment;

          (b) comply with the  provisions of the  Securities Act with respect to
     the disposition of all Registrable  Securities covered by such registration
     statement,  in accordance with the intended methods of disposition thereof,
     until the earlier of (i) such time as all of such Units have been  disposed
     of in accordance with the intended  methods of disposition by the seller or
     sellers thereof set forth in such registration  statement and (ii) 270 days
     after such registration statement becomes effective;

          (c)  promptly   notify  each   Requesting   Holder  and  the  relevant
     underwriter or underwriters, if any:

               (i) when such  registration  statement or any prospectus  used in
          connection therewith, or any amendment or supplement thereto, has been
          filed  and,  with  respect  to  such  registration  statement  or  any
          posteffective amendment thereto, when the same has become effective;

               (ii) of any written  request by the  Commission for amendments or
          supplements to such registration statement or prospectus;

               (iii) of the  notification to the Issuer by the Commission of its
          initiation  of any  proceeding  with  respect to the  issuance  by the
          Commission of, or of the issuance by the Commission of, any stop order
          suspending the effectiveness of such  registration  statement (and the
          Issuer shall promptly attempt to have such order withdrawn); and

               (iv)  of the  receipt  by the  Issuer  of any  notification  with
          respect to the  suspension  of the  qualification  of any  Registrable
          Securities for sale under the  applicable  securities or blue sky laws
          of any jurisdiction;

          (d) furnish to each seller of Registrable  Securities  covered by such
     registration statement such number of conformed copies of such registration
     statement  and of each  amendment  and  supplement  thereto  (in each  case
     including  all exhibits and  documents  incorporated  by  reference),  such
     number of copies of the prospectus contained in such registration statement
     (including each preliminary  prospectus and any summary prospectus) and any


                                       3
<PAGE>



     other prospectus filed under Rule 424 promulgated  under the Securities Act
     relating to such holder's Registrable Securities, and such other documents,
     as such seller may reasonably  request to facilitate the disposition of its
     Registrable Securities;

          (e) use its best  efforts  to  register  or  qualify  all  Registrable
     Securities  covered  by  such  registration   statement  under  such  other
     securities or blue sky laws of such  jurisdictions  as each holder  thereof
     shall reasonably  request,  to keep such registration or a qualification in
     effect for so long as such registration  statement  remains in effect,  and
     take any other  action  which may be  reasonably  necessary or advisable to
     enable such holder to consummate the disposition in such  jurisdictions  of
     the  Registrable  Securities  owned by such holder,  except that the Issuer
     shall not for any such purpose be required  (i) to qualify  generally to do
     business as a foreign corporation in any jurisdiction  wherein it would not
     but for  the  requirements  of this  paragraph  (e) be  obligated  to be so
     qualified,  (ii) to subject itself to taxation in any such  jurisdiction or
     (iii) to consent to general service of process in any jurisdiction;

          (f) furnish to each Requesting Holder a signed counterpart,  addressed
     to such holder (and the underwriters, if any), of

               (i) an opinion of counsel  for the  Issuer,  dated the  effective
          date of such registration statement (or, if such registration includes
          an underwritten  Public Offering,  dated the date of any closing under
          the underwriting  agreement),  customary for transactions of this type
          and reasonably satisfactory in form and substance to such holder, and

               (ii) a  "comfort"  letter,  dated  the  effective  date  of  such
          registration   statement  (and,  if  such  registration   includes  an
          underwritten Public Offering,  dated the date of any closing under the
          underwriting agreement),  signed by the independent public accountants
          who have certified the Issuer's financial  statements included in such
          registration  statement,  in each case covering substantially the same
          matters  with  respect  to  such   registration   statement  (and  the
          prospectus  included  therein)  and,  in the case of the  accountants'
          letter,  with  respect  to  events  subsequent  to the  date  of  such
          financial  statements,  as are  customarily  covered  in  opinions  of
          issuer's  counsel  and  in  accountants'   letters  delivered  to  the
          underwriters  in underwritten  Public  Offerings of securities and, in
          the case of the accountants'  letter, such other financial matters, as
          such  holder (or the  underwriters,  if any) may  reasonably  request,
          which  letter  may  be  limited  to  the  extent  required  under  the
          accounting   guidelines  and  policies  of  such  independent   public
          accounts;

          (g)  notify  each  holder of  Registrable  Securities  covered by such
     registration  statement,  at any time when a prospectus relating thereto is
     required to be delivered  under the Securities Act, of the happening of any
     event as a result of which any  prospectus  included  in such  registration
     statement,  as then in effect,  includes an untrue  statement of a material
     fact or omits to state any material fact  required to be stated  therein or
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading,  and at the request of any such
     holder promptly  prepare and furnish to such holder a reasonable  number of
     copies of a  supplement  to or an amendment  of such  prospectus  as may be
     necessary  so that,  as  thereafter  delivered  to the  purchasers  of such
     securities,  such  prospectus  shall not include an untrue  statement  of a
     material  fact or omit to  state a  material  fact  required  to be  stated
     therein or necessary to make the  statements  therein,  in the light of the
     circumstances under which they were made, not misleading;

          (h) otherwise use its best efforts to comply with all applicable rules
     and regulations of the Commission,  and make available to its  Unitholders,
     as soon as  reasonably  practicable,  an earnings  statement  covering  the
     period of at least 12 months,  but not more than 18 months,  beginning with
     the first full calendar month after the effective date of such registration
     statement, which earnings statement shall satisfy the provisions of Section
     11(a) of the Securities Act and Rule 158 promulgated thereunder;

          (i) make  available  for  inspection  by any  Requesting  Holder,  any
     underwriter  participating in any disposition pursuant to such registration
     statement and any attorney,  accountant or other agent retained by any such
     seller or underwriter (collectively,  the "INSPECTORS"),  all financial and
     other records,  pertinent  corporate documents and properties of the Issuer
     as shall  be  reasonably  necessary  to  enable  them to  exercise  any due
     diligence  responsibility,  and  cause  the  Issuer's  officers,  managers,
     directors and employees to supply all information  reasonably  requested by
     any such  Inspector in connection  with such  registration  statement,  and
     permit  the  Inspectors  to   participate   in  the   preparation  of  such
     registration  statement  and  any  prospectus  contained  therein  and  any
     amendment or supplement thereto;

          (j) use its best efforts to cause all Registrable  Securities  covered
     by such  registration  statement  to be  listed,  upon  official  notice of
     issuance,  on any securities exchange on which any of the Units of the same
     class as the Registrable Securities are then listed.


                                       4
<PAGE>



          The Issuer may require  each holder of  Registrable  Securities  as to
which  any  registration  is being  effected  to,  and each  such  holder,  as a
condition to  including  Registrable  Securities  in such  registration,  shall,
furnish  the  Issuer  with  such  information  regarding  such  holder  and  the
distribution  of such  Units  as the  Issuer  may from  time to time  reasonably
request in writing  in  connection  with such  registration;  PROVIDED  that the
Issuer will not file any  registration  statement under the Securities Act which
refers to any holder of any  Registrable  Securities by name or otherwise as the
holder of any Units of the  Issuer,  unless it shall  first  have  given to such
holder the right to require (a) the insertion  therein of language,  in form and
substance  satisfactory  to such holder,  to the effect that the holding by such
holder of such Units  does not make such  holder a  "controlling  person" of the
Issuer within the meaning of the  Securities Act and is not to be construed as a
recommendation by such holder of the investment  quality of the Issuer's debt or
equity  securities or Units covered thereby and that such holding does not imply
that such holder will assist in meeting any future financial requirements of the
Issuer,  or (b) in the  event  that  such  reference  to such  holder by name or
otherwise is not  required by the  Securities  Act or any rules and  regulations
promulgated thereunder, the deletion of the reference to such holder.

          Each holder of  Registrable  Securities  agrees by acquisition of such
Registrable  Securities  that upon  receipt of any notice from the Issuer of the
happening of any event of the kind described in paragraph (i) above, such holder
will forthwith  discontinue such holder's disposition of Registrable  Securities
pursuant to the registration  statement relating to such Registrable  Securities
until  such  holder's  receipt  of the  copies of the  supplemented  or  amended
prospectus contemplated by said paragraph (i) and, if so directed by the Issuer,
will  deliver to the Issuer (at the  Issuer's  expense)  all copies,  other than
permanent  file  copies,  then in such  holder's  possession  of the  prospectus
relating to such Registrable  Securities  current at the time of receipt of such
notice. In the event the Issuer shall give any such notice,  the period referred
to in  paragraph  (b) above  shall be  extended by a number of days equal to the
number  of days  during  the  period  from and  including  the  giving of notice
pursuant to said paragraph (i) and to and including the date when each holder of
any Registrable  Securities covered by such registration statement shall receive
the  copies of the  supplemented  or  amended  prospectus  contemplated  by said
paragraph (i).

          SECTION 4. UNDERWRITTEN PIGGYBACK OFFERINGS. If the Issuer at any time
proposes to register any of its securities in a Piggyback  Registration and such
securities  are to be distributed  by or through one or more  underwriters,  the
Issuer will use its best efforts to arrange for such underwriters to include the
Registrable  Securities to be offered and sold by  Requesting  Holders among the
securities to be  distributed  by such  underwriters,  and such holders shall be
obligated to sell their  Registrable  Securities in such Piggyback  Registration
through such underwriters on the same terms and conditions as apply to the other
Units  to be  sold  by such  underwriters  in  connection  with  such  Piggyback
Registration.  The holders of  Registrable  Securities to be distributed by such
underwriters  shall be parties to the underwriting  agreement between the Issuer
and such underwriter or underwriters and may, at their option,  require that any
or all of the representations and warranties by, and the other agreements on the
part of, the Issuer to and for the benefit of such  underwriters also be made to
and for their benefit. No holder of Registrable  Securities shall be required to
make any  representations  or warranties to or agreements with the Issuer or the
underwriters other than representations, warranties or agreements regarding such
holder and its ownership of the  securities  being  registered on its behalf and
such  holder's  intended  method of  distribution  and any other  representation
required by law.  No  Requesting  Holder may  participate  in such  underwritten
offering  unless such holder  agrees to sell its  Registrable  Securities on the
basis  provided in such  underwriting  agreement  and completes and executes all
questionnaires,  powers of attorney,  indemnities and other documents reasonably
required  under  the terms of such  underwriting  agreement.  If any  Requesting
Holder  disapproves  of the terms of an  underwriting,  such holder may elect to
withdraw  therefrom and from such  registration  by notice to the Issuer and the
Managing  Underwriter,  and each of the  remaining  Requesting  Holders shall be
entitled to increase the number of Registrable  Securities  being  registered to
the extent of the  Registrable  Securities so withdrawn in the proportion  which
the  number  of  Registrable  Securities  being  registered  by  such  remaining
Requesting  Holder bears to the total  number of  Registrable  Securities  being
registered by all such remaining Requesting Holders.

          SECTION 5. HOLDBACK AGREEMENTS BY ISSUER AND OTHER UNITHOLDERS. Unless
the  Managing  Underwriter  otherwise  agrees,  the  Issuer  and each  holder of
Registrable  Securities  agrees not to effect any public sale or distribution of
its Units, or any securities convertible into or exchangeable or exercisable for
such  Units,  during the 14 days  prior to and the 180 days after the  effective
date of the  registration  statement  filed in connection  with an  underwritten
offering made pursuant to a Piggyback  Registration  (or for such shorter period
of time  as is  sufficient  and  appropriate,  in the  opinion  of the  Managing
Underwriter,  in  order to  complete  the sale  and  distribution  of the  Units
included in such registration), except as part of such underwritten registration
and except pursuant to  registrations on Form S-4 or Form S-8 promulgated by the
Commission or any successor or similar  forms  thereto.  The Issuer also agrees,
unless the Managing Underwriter otherwise agrees, to cause each Unitholder which
is a party to a registration rights agreement with the Issuer entered into on or
after the date  hereof,  and each  holder  of its  Units,  or of any  securities
convertible  into or  exchangeable  or exercisable  for such Units, in each case
purchased from the Issuer,  at any time after the date of this Agreement  (other
than in a Public  Offering),  to agree,  to the extent  permitted by law, not to
effect any such  public sale or  distribution  of such Units  (including  a sale
under  Rule  144),  during  such  period,  except  as part of such  underwritten
registration.


                                       5
<PAGE>



          SECTION 6. INDEMNIFICATION

          6.01  INDEMNIFICATION  BY ISSUER. The Issuer shall, to the full extent
permitted  by law,  indemnify  and hold  harmless  each  seller  of  Registrable
Securities  included in any  registration  statement  filed in connection with a
Piggyback  Registration,  its managers and officers,  and each other Person,  if
any,  who  controls any such seller  within the meaning of the  Securities  Act,
against any losses, claims, damages,  expenses or liabilities,  joint or several
(together,  "Losses"),  to which such  seller or any such  manager or officer or
controlling  Person may become  subject under the  Securities  Act or otherwise,
insofar  as such  Losses  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in  respect  thereof)  arise  out of or are based  upon any  untrue
statement or alleged untrue statement of any material fact contained in any such
registration statement, any preliminary prospectus,  final prospectus or summary
prospectus  contained therein,  or any amendment or supplement  thereto,  or any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or  necessary to make the  statements  therein (in the case of a
prospectus,  in the light of the  circumstances  under which they were made) not
misleading,  and the Issuer will  reimburse  such seller and each such  manager,
officer and  controlling  Person for any legal or any other expenses  reasonably
incurred by them in connection with investigating or defending any such Loss (or
action or proceeding in respect thereof),  PROVIDED that the Issuer shall not be
liable  in any  such  case to the  extent  that  any such  Loss  (or  action  or
proceeding  in  respect  thereof)  arises  out of or is  based  upon  an  untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
any such  registration  statement,  preliminary  prospectus,  final  prospectus,
summary  prospectus,  amendment or supplement in reliance upon and in conformity
with written  information  furnished to the Issuer  through an  instrument  duly
executed  by  such  seller  specifically  stating  that  it is  for  use  in the
preparation  thereof.  Such  indemnity  shall  remain in full  force and  effect
regardless of any investigation  made by or on behalf of such seller or any such
manager,  officer or controlling  Person, and shall survive the transfer of such
Units by such  seller.  The Issuer  shall also  indemnify  each other Person who
participates   (including  as  an  underwriter)  in  the  offering  or  sale  of
Registrable  Securities,  their officers and managers and each other Person,  if
any,  who  controls  any such  participating  Person  within the  meaning of the
Securities  Act to the same extent as provided  above with respect to sellers of
Registrable Securities.

          6.02  INDEMNIFICATION  BY THE  SELLERS.  Each  holder  of  Registrable
Securities  which  are  included  or are  to be  included  in  any  registration
statement filed in connection with a Piggyback  Registration,  as a condition to
including Registrable Securities in such registration  statement,  shall, to the
full extent  permitted  by law,  indemnify  and hold  harmless  the Issuer,  its
managers and officers,  and each other  Person,  if any, who controls the Issuer
within the meaning of the Securities Act, against any Losses to which the Issuer
or any such manager or officer or  controlling  Person may become  subject under
the  Securities  Act or  otherwise,  insofar  as  such  Losses  (or  actions  or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based  upon any  untrue  statement  or alleged  untrue  statement  of any
material fact  contained in any such  registration  statement,  any  preliminary
prospectus,  final prospectus or summary prospectus  contained  therein,  or any
amendment or supplement  thereto,  or any omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  (in  the  case  of  a  prospectus,  in  the  light  of  the
circumstances  under  which  they were  made)  not  misleading,  if such  untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in reliance upon and in  conformity  with written  information  furnished to the
Issuer through an instrument duly executed by such seller  specifically  stating
that  it  is  for  use  in  the  preparation  of  such  registration  statement,
preliminary  prospectus,  final  prospectus,  summary  prospectus,  amendment or
supplement;  PROVIDED that the obligation to provide indemnification pursuant to
this  Section  6.02  shall be  several,  and not joint and  several,  among such
Indemnifying  Parties and the aggregate  amount which may be recovered  from any
holder of Registrable Securities pursuant to the indemnification provided for in
this Section 6.02 in connection  with any  registration  and sale of Registrable
Securities  shall be limited to the total proceeds  received by such holder from
the sale of such  Registrable  Securities.  Such indemnity  shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
Issuer or any such manager,  officer or controlling Person and shall survive the
transfer of such  securities by such seller.  Such holders shall also  indemnify
each other Person who participates (including as an underwriter) in the offering
or sale of  Registrable  Securities,  their officers and managers and each other
Person, if any, who controls any such participating Person within the meaning of
the  Securities  Act to the same  extent as provided  above with  respect to the
Issuer.

          6.03 NOTICES OF CLAIMS,  ETC. Promptly after receipt by an Indemnified
Party of notice of the  commencement  of any action or  proceeding  involving  a
claim referred to in Section 6.01 or 6.02 hereof,  such Indemnified  Party will,
if a claim in  respect  thereof  is to be made  against  an  Indemnifying  Party
pursuant  to  such  paragraphs,  give  written  notice  to  the  latter  of  the
commencement of such action,  PROVIDED that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its  obligations  under the preceding  paragraphs of this Section 6. In case any
such action is brought  against an Indemnified  Party,  the  Indemnifying  Party
shall be entitled to participate in and, unless,  in the reasonable  judgment of
any Indemnified Party, a conflict of interest between such Indemnified Party and
any Indemnifying Party exists or such Indemnified Party has additional  defenses
available  to it with  respect to such  claim,  to assume the  defense  thereof,
jointly with any other  Indemnifying Party similarly notified to the extent that
it may wish, with counsel reasonably satisfactory to such Indemnified Party, and
after  notice  from  the  Indemnifying  Party to such  Indemnified  Party of its
election so to assume the defense thereof,  the Indemnifying  Party shall not be
liable to such  Indemnified  Party for any legal or other expenses  subsequently
incurred  by the  latter in  connection  with the  defense  thereof  other  than
reasonable costs of  investigation;  PROVIDED that (i) the Indemnified Party may
participate in such defense at the  Indemnified  Party's  expense,  and (ii) the
Indemnified  Party or  Indemnified  Parties  shall  have the right to employ one


                                       6
<PAGE>



counsel  to  represent  it or  them  if,  in  the  reasonable  judgment  of  the
Indemnified Party or Indemnified  Parties,  it is advisable for it or them to be
represented  by separate  counsel by reason of having legal  defenses  which are
different from or in addition to those available to the Indemnifying  Party, and
in that event the reasonable fees and expenses of such one counsel shall be paid
by the  Indemnifying  Party.  If the  Indemnifying  Party is not entitled to, or
elects not to,  assume the defense of a claim,  it will not be  obligated to pay
the fees and expenses of more than one counsel (in addition to appropriate local
counsel) for the Indemnified  Parties with respect to such claim,  unless in the
reasonable  judgment of any  Indemnified  Party a conflict of interest may exist
between such Indemnified Party and any other Indemnified Parties with respect to
such claim, in which event the Indemnifying  Party shall be obligated to pay the
fees and  expenses of such  additional  counsel for the  Indemnified  Parties or
counsels.  No Indemnifying Party shall consent to entry of any judgment or enter
into any settlement  without the consent of the Indemnified Party which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  Indemnified  Party of a release  from all  liability in respect to such
claim or litigation. No Indemnifying Party shall be subject to any liability for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

          6.04  CONTRIBUTION.  If the  indemnity  and  reimbursement  obligation
provided for in any paragraph of this Section 6 is unavailable  or  insufficient
to hold  harmless an  Indemnified  Party in respect of any Losses (or actions or
proceedings in respect thereof) referred to therein, then the Indemnifying Party
shall  contribute  to the amount paid or payable by the  Indemnified  Party as a
result of such Losses (or  actions or  proceedings  in respect  thereof) in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and the Indemnified  Party on the other hand in connection
with statements or omissions which resulted in such Losses, as well as any other
relevant  equitable  considerations.  The relative  fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates to information  supplied by the  Indemnifying  Party or the  Indemnified
Party and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
hereto agree that it would not be just and equitable if  contributions  pursuant
to this paragraph  were to be determined by PRO RATA  allocation or by any other
method of allocation which does not take account of the equitable considerations
referred  to in the first  sentence  of this  paragraph.  The amount  paid by an
Indemnified Party as a result of the Losses referred to in the first sentence of
this  Section  6.04  shall be deemed  to  include  any legal and other  expenses
reasonably  incurred by such Indemnified Party in connection with  investigating
or defending any Loss which is the subject of this paragraph.

          No Indemnified  Party guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution  from the  Indemnifying  Party if the  Indemnifying  Party  was not
guilty of such fraudulent misrepresentation.

          6.05 OTHER INDEMNIFICATION.  Indemnification similar to that specified
in the preceding  paragraphs of this Section 6 (with appropriate  modifications)
shall be given by the  Issuer and each  seller of  Registrable  Securities  with
respect to any required  registration or other qualification of securities under
any federal or state law or regulation of any governmental  authority other than
the Securities Act. The provisions of this Section 6 shall be in addition to any
other rights to  indemnification  or contribution which an Indemnified Party may
have pursuant to law, equity, contract or otherwise.

          6.06 INDEMNIFICATION  PAYMENTS.  The indemnification  required by this
Section 6 shall be made by periodic  payments of the amount  thereof  during the
course of the investigation or defense, as and when bills are received or losses
are incurred.

          SECTION  7.  COVENANTS  RELATING  TO  RULES  144 AND  144A.  COVENANTS
RELATING  TO RULES 144 AND 144A.  If at any time the Issuer is  required to file
reports in  compliance  with either  Section 13 or Section 15(d) of the Exchange
Act, the Issuer shall (i) file reports in compliance with the Exchange Act, (ii)
comply with all rules and regulations of the Commission applicable in connection
with the use of Rule 144 and (iii)  take such other  actions  and  furnish  each
holder of Registrable  Securities with such other information as such holder may
request in order to avail itself of such rule or any other rule or regulation of
the Commission  allowing such holder to sell any Registrable  Securities without
registration, and will, at its expense, forthwith upon the request of any holder
of Registrable Securities,  deliver to such holder a certificate,  signed by the
Issuer's principal financial officer, stating (a) the Issuer's name, address and
telephone  number  (including  area code),  (b) the  Issuer's  Internal  Revenue
Service  identification number, (c) the Issuer's Commission file number, (d) the
number of Units  outstanding  as shown by the most  recent  report or  statement
published  by the  Issuer,  and (e)  whether  the Issuer  has filed the  reports
required  to be filed  under the  Exchange  Act for a period of at least 90 days
prior to the date of such  certificate and in addition has filed the most recent
annual report required to be filed thereunder.

          With  a view  to  making  available  to  each  holder  of  Registrable
Securities the benefits of certain rules and regulations of the Commission which
may  permit  the  sale  of the  Registrable  Securities  to the  public  without
registration, the Issuer agrees that (at any time the Issuer is required to file
reports in  compliance  with either  Section 13 or Section 15(d) of the Exchange
Act) so long as a  holder  owns  any  Registrable  Securities,  each  holder  of
Registrable Securities and each prospective holder of Registrable Securities who
may consider acquiring  Registrable  Securities in reliance upon Rule 144A shall
have the right to request  from the Issuer,  and the Issuer will  provide,  upon
request,  such  information  regarding the Issuer and its  business,  assets and


                                       7
<PAGE>



properties,  if any, as is at the time required to be made available by the user
under Rule 144A so as to enable such holder to transfer  Registrable  Securities
to such prospective holder in reliance upon Rule 144A.

          Each holder of Registrable  Securities agrees (on behalf of itself and
each  of  its  Affiliates,   directors,   managers,   officers,   employees  and
representatives)  to  use  reasonable  precautions  to  keep  confidential,   in
accordance with their customary procedures for handling confidential information
of this nature and in accordance with safe and sound  practices,  any non-public
information  supplied to it by the Issuer  pursuant to this  Agreement  which is
identified by the Issuer as being confidential at the time the same is delivered
to such holder of  Registrable  Securities,  PROVIDED that nothing  herein shall
limit the  disclosure  of any such  information  (i) to the extent  required  by
statute,  rule,  regulation or judicial process,  (ii) to counsel for any of the
holders of Registrable  Securities,  (iii) to regulatory personnel,  auditors or
accountants,  (iv) in connection with any litigation to which any one or more of
the  holders  of  Registrable  Securities  is a party,  (v) to a  Subsidiary  or
Affiliate  of such holder of  Registrable  Securities  as provided in clause (a)
above or (vi) to any  prospective  holder of  Registrable  Securities so long as
such prospective holder of Registrable Securities first executes and delivers to
the respective  holder of Registrable  Securities a  confidentiality  containing
undertakings substantially the same as those set forth in this paragraph.

          SECTION 8. OTHER REGISTRATION RIGHTS.

          8.01 NO EXISTING AGREEMENTS. The Issuer represents and warrants to the
Investor  that there is not in effect on the date  hereof any  agreement  by the
Issuer (other than this Agreement) pursuant to which any holders of Units of the
Issuer have a right to cause the Issuer to register or qualify  such Units under
the Securities Act or any securities or blue sky laws of any jurisdiction  other
than the Unitholders Registration Rights Agreement.

          8.02 FUTURE  AGREEMENTS.  The Issuer shall not hereafter agree with or
amend an existing agreement with the holders of any Units issued or to be issued
by the Issuer to register or qualify such Units under the  Securities Act or any
securities  or  blue  sky  laws  of  any  jurisdiction   unless  such  agreement
specifically  provides that (a) such holder of such Units may not participate in
any Piggyback  Registration except as provided in Section 2 hereof, and (b) such
Units may not be publicly  offered or sold for the period specified in Section 5
hereof under the circumstances described therein.

          SECTION 9. MISCELLANEOUS.

          9.01 WAIVER. No failure on the part of the Investor to exercise and no
delay in exercising,  and no course of dealing with respect to, any right, power
or privilege under this Agreement  shall operate as a waiver thereof,  nor shall
any  single or partial  exercise  of any right,  power or  privilege  under this
Agreement  preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.

          9.02 NOTICES. All notices,  requests and other communications provided
for herein  (including  any waivers or consents under this  Agreement)  shall be
given or made to the address and in the manner set forth in Section 10.03 of the
Unitholder and Warrant Agreement.

          9.03  AMENDMENT.  This  Agreement  may  be  amended,  supplemented  or
modified  only by a written  instrument  (which may be executed in any number of
counterparts)  duly executed by or on behalf of each of the Issuer, the Investor
(so long as the Investor is a Holder) and the Majority Unitholders. No waiver by
any  party  of any  term  or  condition  of this  Agreement,  in any one or more
instances,  shall be deemed to be or  construed  as a waiver of the same term or
condition of this Agreement on any future occasion.

          9.04 SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted assigns.

          9.05 REMEDIES;  SPECIFIC  PERFORMANCE.  Except as otherwise  expressly
provided for herein,  no remedy  conferred by any of the specific  provisions of
this  Agreement is intended to be exclusive  of any other  remedy,  and each and
every remedy shall be cumulative  and shall be in addition to every other remedy
given  hereunder or now or hereafter  existing at law or in equity or by statute
or otherwise. The election of any one or more remedies by any party hereto shall
not  constitute  a waiver by any such  party of the  right to  pursue  any other
available remedies.  As between the parties to this Agreement,  in any action or
proceeding  brought to enforce any  provision  of this  Agreement,  or where any
provision hereof is validly asserted as a defense, the successful party shall be
entitled  to recover  reasonable  attorneys'  fees in  addition to its costs and
expenses and any other available remedy.


                                       8
<PAGE>



          Damages in the event of breach of this  Agreement by a party hereto or
any  other  holder  of  Registrable  Securities  would  be  difficult,   if  not
impossible,  to ascertain,  and it is therefore agreed that each such Person, in
addition to and without  limiting  any other  remedy or right it may have,  will
have the  right to an  injunction  or other  equitable  relief  in any  court of
competent  jurisdiction,  enjoining any such breach, and enforcing  specifically
the terms and  provisions  hereof and the Issuer and each holder of  Registrable
Securities, by its acquisition of such Registrable Securities, hereby waives any
and all defenses it may have on the ground of lack of jurisdiction or competence
of the  court  to  grant  such an  injunction  or other  equitable  relief.  The
existence  of this right will not  preclude  any such Person from  pursuing  any
other rights and remedies at law or in equity which such Person may have.

          9.06 CAPTIONS.  The captions and section headings appearing herein are
included  solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

          9.07  COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart signature page or counterpart.

          9.08 GOVERNING  LAW;  WAIVER OF JURY TRIAL.  This  Agreement  shall be
governed by, and construed in accordance  with, the law of the State of New York
without  giving effect to the conflicts of law principles  thereof.  EACH OF THE
PARTIES HERETO HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY
APPLICABLE  LAW,  ANY AND ALL  RIGHT TO TRIAL  BY JURY IN ANY  LEGAL  PROCEEDING
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY.

          9.09  SEVERABILITY.  If any provision of this  Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (a) such  provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part hereof,  (c) the
remaining  provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal,  invalid or  unenforceable  provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision,  there  will be added  automatically  as a part of this  Agreement  a
legal,  valid and  enforceable  provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be possible.

          9.10 ENTIRE AGREEMENT. This Agreement supersedes all prior discussions
and  agreements  between the parties with respect to the subject  matter hereof,
and together with the Warrant and the Unitholder and Warrant Agreement  contains
the sole and entire  agreement  between the parties  hereto with  respect to the
subject matter hereof.

          9.11  THIRD  PARTY  BENEFICIARY.  The  terms  and  provisions  of this
Agreement  are  intended  solely for the  benefit of each  party  hereto,  their
respective  successors or permitted  assigns and any other holder of Registrable
Securities,  and it is not the  intention  of the parties to confer  third-party
beneficiary  rights  upon any other  Person  other than any Person  entitled  to
indemnity under Section 6 hereof.


                                       9
<PAGE>



          IN  WITNESS  WHEREOF,  this  Agreement  has  been  duly  executed  and
delivered  by the duly  authorized  officer of each party  hereto as of the date
first above written.



                                        CENTERBROOK HOLDINGS LLC



                                        By:____________________________________
                                      Name:
                                     Title:



                                        IXIS FINANCIAL PRODUCTS INC.



                                        By:____________________________________
                                      Name:
                                     Title:

                                        By:____________________________________
                                      Name:
                                     Title:


                                       10
<PAGE>



                                                                    Exhibit C to
                                                Unitholder and Warrant Agreement

                                [TO BE INSERTED]


<PAGE>



                                                                    Exhibit D to
                                                Unitholder and Warrant Agreement



                                FORM OF ELECTION
                                ----------------

                (To be executed by IXIS Financial Products Inc.)

          Pursuant to Section 2.05 of the Unitholder and Warrant Agreement dated
as of June 28, 2006 among the Centerbrook  Holdings LLC, IXIS Financial Products
Inc. and Charter Mac Corporation (as amended,  supplement and otherwise modified
and in effect from time to time, the  "UNITHOLDER AND WARRANT  AGREEMENT"),  the
undersigned  hereby  elects  that all of the  Warrants  issued  pursuant  to the
Unitholder and Warrant  Agreement  shall be exercisable in accordance with their
terms.

Dated:  ________ __, 20__



                                                  IXIS FINANCIAL PRODUCTS  INC.


                                                  By:___________________________
                                                Name:
                                               Title:

                                                  By:___________________________
                                                Name:
                                               Title: