Exhibit 10 (aaaaaa)

                            UNITED STATES OF AMERICA
                                STATE OF FLORIDA
               HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA)
               MULTIFAMILY MORTGAGE REVENUE BOND, 1985 SERIES 12
                          (WALDEN APARTMENTS PROJECTS)

No. R-4                                                           $14,850,000.00

                                                                  Next
  Maturity Date       Issue Date          Remarketed          Remarketing Date
  -------------       ----------          ----------          ----------------

   12/01/2015         12/30/1985          12/01/1994             12/01/1995

Registered Owner:   General Electric Capital Corporation

Principal Amount:   Fourteen Million Eight Hundred and Fifty
                    Thousand Dollars

      The HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) (the "Issuer"), a
public body corporate and politic authorized by No. 78-89, enacted by the Board
of County Commissioners of Dade County, Florida on December 12, 1978
(collectively, the "Act"), for value received, hereby promises to pay, solely
from the sources hereinafter described, to the order of the Registered Owner
named above, or registered assigns, the principal amount specified above, such
principal amount together with interest thereon on the principal amount from
time to time outstanding as follows: During the period of time (the "First Reset
Period") commencing December 1, 1994 (the "Remarketing Date") and terminating
December 1, 1995, the Bonds shall bear interest at the rate per annum equal to
eight and fifty one-hundredths of one percent (8.50%).

      Each Bond shall bear interest on overdue principal and, to the extent
permitted by law, on overdue interest at the rate borne by such Bond on the date
on which such principal or such interest became due and payable plus a late
payment charge equal to four percent (4%) of the principal and/or interest due
and outstanding ten days following the Installment Payment Date. Any additional
payments which are required to be made under this Bond and the Note which are
not paid within ten days of the date upon which the additional payments are due
shall incur a late payment charge equal to four percent (4%) of the additional
payments required.

      During the First Reset Period, the Issuer shall pay to Bondholder
immediately upon request, such amount or amounts (a "Compensation Amount") as
shall compensate Bondholder (as hereinafter defined) for any loss, cost or
expense incurred by Bondholder as a result of any prepayment of the Principal
Amount of the Bond on a date earlier than December 1, 1993 for whatever reason,
which Compensation Amount shall be based upon the excess, if any, of (x) the
aggregate amount of interest that would be payable at the Post-Inclusion Rate
(as defined below) on the amount which was the
<PAGE>

subject of the Prepayment for the period (the "Loss Period") from the date of
the occurrence of the Prepayment to December 1, 1993 over (y) the aggregate
amount of interest that Bondholder would have earned on an amount comparable to
the amount which was subject to the Prepayment for the Loss Period at the
Treasury Rate, i.e., rate per annum (computed on the basis of actual days
elapsed and year of 360 days) determined by Bondholder in its sole discretion on
either (i) the date three Business Days prior to the date of the Prepayment or
(ii) if Bondholder did not have knowledge of such Prepayment on such date, such
later date, after Bondholder shall have acquired such knowledge, as shall be
designated by Bondholder, as the case may be, to be the yield expressed at a
rate in the secondary market in United States Treasury securities having
substantially the same term as the Loss Period (such determination to be based
upon quotes obtained by Bondholder from established dealers in such market). A
determination by Bondholder as to any Compensation Amount payable pursuant to
this paragraph shall be conclusive absent manifest error.

      In the event a Determination of Taxability occurs, then (a) the Interest
Rate shall, from the Taxable Date be increased to 11.55% (the "Post-Inclusion
Rate") and (b) the Bondholder may require the Issuer to cause the redemption of
all sums owing on this Bond within 120 days after notice by the Bondholder
requiring such redemption. Upon such Determination of Taxability there shall be
immediately due and owing an amount equal to the sum of (i) the diffference
between interest at the Interest Rate prior to inclusion and the interest due at
the Post-Inclusion Rate, plus interest on that amount at the Post-Inclusion Rate
from the Taxable Date and (ii) an amount which, after the payment of federal,
state and local taxes on that amount, equals any interest, penalties or
additions to tax payable by the holder and any prior holder of the Bonds (for
the purposes of this Bond, a "Bondholder") by reason of the failure of such
Bondholders to include interest in their gross income.

      In the event of a U.S. Law Change as determined by Bondholder in good
faith and based upon an opinion of nationally recognized bond counsel, the
Issuer shall (following receipt of written notice of such U.S. Law Change, which
notice shall set forth in reasonable detail the nature and effective date
thereof and shall state that such U.S. Law Change does not apply only to
obligations issued or guaranteed by the Issuer or the Developer) make additional
payments in an amount designated by Bondholder in such notice as being the sum
necessary to compensate such Bondholder for the adverse effect of the U.S. Law
Change, which additional payment shall (x) not exceed 1/2 of 1% per annum with
respect to any single U.S. Law Change contemplated by clauses (a), (c) or (d) of
the definition of U.S. Law Change and (y) not exceed 3/4 or 1% per annum with
respect to any single U.S. Law Change contemplated by clause (b) of the
definition of U.S. Law Change, it being understood that the additional payment
necessary to compensate the Bondholder if any event contemplated under clause
(e) of the definition of U.S. Law Change

                                       2
<PAGE>

shall occur shall not be limited in any respect. With respect to payments to the
then Bondholder, the additional payments as aforesaid shall be payable
commencing on the later of the Installment Payment Date next following the date
of receipt by Developer of such notice or on the Installment Payment Date
immediately preceding the effective date of the U.S. Law Change if such notice
shall have been given prior to the effective date thereof, and the initial
payment shall include the entire amount due in respect of any periods up to and
including the aforesaid next Interest Payment Date. With respect to payments to
The Chase Manhattan Bank (N.A.) (the "Bank") as a former Bondholder, payment in
full of the amount designated by such former Bondholder shall be due within ten
(10) days after the date of the aforesaid notice. Any such notice to Developer
shall be conclusive as to the occurrence of the U.S. Law Change specified
therein and, absent manifest error, as to the correctness of the amount of
additional payments specified therein. In addition to the foregoing and at any
time following the giving of such Notice, Developer shall have the option to
purchase the Bonds from the then Bondholders at any time within 180 days
following receipt of such notice for an amount equal to all outstanding
principal, interest, additional payments and late charges accrued and unpaid to
the date of purchase.

      All computations of federal, state and local taxes required under this
Bond shall be calculated at the maximum applicable statutory rates taking into
account the deductibility of state and local taxes for federal income tax
purposes.

      The covenants and agreements contained herein relating to the
Determination of Taxability and additional amounts due in connection with a
Determination of Taxability shall survive the payment in full of principal of
the Note or this Bond, and the termination of the Loan Agreement or the
Indenture.

      The provisions of the immediately preceding four paragraphs of this Bond
shall be applicable only until December 1, 1993, except that the obligation to
make any payments required to be made hereunder to Bondholder as a former holder
of the Bond, by reason of a Determination of Taxability which causes the Taxable
Date to be a date earlier than December 1, 1993, shall survive beyond December
1, 1993, the payment in full of principal on the Note or this Bond and the
termination of the Agreement or the Indenture.

      After the First Reset Period, provided the Bank has not exercised its
rights to accelerate payment of the Bonds and provided that the Bank or such
other accredited investor is the holder of 100% of the Bonds Outstanding, as
provided in the Indenture, unless the interest rate is otherwise set as provided
in the Indenture, the Bonds shall bear interest at the rate per annum equal to
eighty percent (80%) of the prime rate announced by The Chase Manhattan Bank,
N.A. from time to time, at its principal office in New York, New York.


                                       3
<PAGE>

      Payment of interest shall be made in equal monthly installments beginning
January 1, 1986 and ending on the Maturity Date set forth above. Interest on the
Bond shall be paid on an actual 360-day basis as provided in the Note.
Additional interest in the amount of $87,500 shall be payable to the Registered
Owner hereof on the Dated Date hereof. On each Reset Date commencing December 1,
1992, provided the Bonds are to be remarketed to the general public, the
interest rate per annum on the Bonds for each Reset Period shall be set in
accordance with the interest rate reset provisions set forth in the Indenture.
On the Maturity Date specified above, the entire unpaid principal balance,
accrued interst, and any other unpaid amounts shall be due and payable.

      This Bond and said series of Bonds have been issued under and pursuant to
the provisions of the Act. THE BONDS AND THE PREMIUM, IF ANY, AND INTEREST
THEREON ARE LIMITED OBLIGATIONS OF THE ISSUER AND ARE NOT A LIEN OR CHARGE UPON
THE FUNDS OR PROPERTY OF THE ISSUER, EXCEPT TO THE EXTENT OF THE
HEREIN-MENTIONED PLEDGE AND ASSIGNMENT. THE BONDS AND THE PREMIUM, IF ANY, AND
INTEREST THEREON DO NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER, OR A
DEBT OF THE STATE OF FLORIDA (THE "STATE"), DADE COUNTY, FLORIDA (THE "COUNTY")
OR ANY POLITICAL SUBSIDIVISION OF THE STATE, OR A LOAN OF THE CREDIT OF THE
ISSUER, THE STATE, THE COUNTY OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN
THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS. NEITHER THE FAITH AND
CREDIT NOR THE TAXING POWER OF THE STATE, THE COUNTY OR ANY POLITICAL
SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM,
IF ANY, OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER. NEITHER THE
STATE, THE COUNTY NOR ANY POLITICAL SUBDIVISION OF THE STATE IS LIABLE ON THE
BONDS OR THE PREMIUM, IF ANY, OR INTEREST THEREIN; NOR IN ANY EVENT SHALL THE
PRINCIPAL OF, OR PREMIUM, IF ANY, OR INTEREST ON, THE BONDS BE PAYABLE FROM ANY
FUNDS OR PROPERTIES OTHER THAN THOSE OF THE ISSUER, AND THEN ONLY TO THE EXTENT
PROVIDED HEREIN. The principal of and premium, if any, on this Bond are payable
in lawful money of the United States of America at the principal office of
Southeast Bank, N.A., Miami, Florida, now known as First Union National Bank of
Florida and its successors in trust (the "Trustee"). Interest is payable by wire
transfer or by check or draft mailed to the address of the Registered Owner at
the address shown on the registration books for the Bonds maintained by the
Trustee on behalf of the Issuer.

      This Bond is one of a duly authorized issue of Bonds of the Issuer known
as its "Multifamily Mortgage Revenue Bonds, 1985 Series 12 (Walden Apartments
Project)" (the "Bonds"), all issued as a single series and executed and
delivered by the Issuer pursuant to a Trust Indenture, dated December 27, 1985
(the "Indenture"), executed by the Issuer to and with the Trustee. This Bond is
issued for the purpose of (1) providing funds to provide financing for
"Construction Expenditures," as defined in the Loan Agreement dated December 27,
1985 (the "Agreement"), between the Issuer, the Trustee and Walden Apartments
Associates, Ltd. (the "Developer"),


                                       4
<PAGE>

in order to provide a portion of the financing for the acquisition and
construction of a multifamily residential rental development (the "Development")
located within Dade County, Florida (the "County"), to be occupied by persons or
families of low, moderate and middle income (as determined by the Issuer), and
to be occupied partially (at least 20%) by "individuals of low or moderate
income" within the meaning of Section 103(b)(4)(A) of the Internal Revenue Code
of 1954, as amended (the "Code"); and (2) paying certain costs incurred in
connection with the issuance of the Bonds. The Issuer has agreed to make a
mortgage loan (the "Loan") to the Developer pursuant to the Agreement with the
proceeds of the Bonds for the purpose of financing a part of the costs of
acquiring and constructing the Development. Pursuant to the terms of certain
deed restrictions which the Developer will accept pursuant to the Agreement and
the Regulatory Agreement as to Tax Exemption dated December 27, 1985 by and
among the Issuer, the Trustee and the Developer (the "Regulatory Agreement") and
record, certain limitations will apply with respect to the acquisition,
construction and operation of the Development in order to assure compliance with
the Code.

      The Bonds are limited obligation Bonds of the Issuer, equally secured by
and payable solely from a lien on and pledge of certain revenues to be derived
from the pledge and assignment to the Trustee of installment payments payable by
the Developer to the Issuer and certain other funds described in the Indenture.
This Bond will be additionally secured by a mortgage (the "Mortgage"), as more
fully described in the Indenture. Reference is hereby made to the Indenture, the
Agreement, the Regulatory Agreement and the Mortgage, copies of which are on
file with the Trustee, for the provisions, among others, with respect to the
nature and extent of the rights, duties and obligations of the Issuer, the
Trustee, the Developer and the Registered Owners of the Bonds; the terms upon
which the Bonds are issued and secured; the collection and disposition of
revenues; a description of the properties and interests pledged; the
modification or amendment of the Indenture, the Regulatory Agreement and the
Agreement and other matters, to all of which the Registered Owner of this Bond
assents by the acceptance of this Bond.

      The Indenture does not permit the issuance of any additional bonds on
parity with the Bonds.

      Optional Redemption of Bonds. Prior to December 1, 1992, the Bonds are not
subject to redemption at the option of the Developer. There shall be no optional
redemption for any Reset Period, as defined in the Indenture of three years or
less or during the first three years of any Reset Period. During any Reset
Period commencing on or after December 1, 1992, which is greater than three
years in duration, the Bonds shall be redeemed in whole by the Issuer at the
option of the Developer at the prepayment prices (expressed as


                                       5
<PAGE>

percentages of the principal amount of the Bonds) set forth below plus accrued
interest to the redemption date:

      (a) If the Reset Period is four years, in the fourth year following
commencement of such Reset Period at a price of 101%.

      (b) If the Reset Period is five years, in the fourth year following
commencment of such Reset Period at a price of 102% and in the fifth year
following commencement of such Reset Period at 101%.

      (c) If the Reset Period is six years or more, in the fourth year following
commencement of such Reset Period at a price of 103%; in the fifth year
following commencement of such Reset Period at 102%; in the sixth year following
commencement of such Reset Period at 101%; and in any year thereafter at 100%;
provided, however, that the Bonds may be redeemed at the option of the Developer
at a redemption price of par on any Reset Date.

      Such redemption price shall be paid from Available Moneys, if required, on
deposit in the Revenue Fund; provided that if the Bonds are rated (i) the
Developer shall deliver written notice to the Trustee that it intends to
exercise its option to prepay the Note in whole pursuant to the Agreement not
less than one hundred twenty-three (123) days prior to the specified redemption
date and shall deposit with the Trustee the full amount required to pay the
principal, premium, if any, and interest on the Bonds to be redeemed not less
than 123 days prior to such redemption date; (ii) an Event of Bankruptcy shall
not have occurred during the first ninety-one (91) days of such 123 day period;
and (iii) on or after the ninety-first (91st) day after deposit, the Trustee
shall receive the certificate of the Developer as to no Event of Bankruptcy
having occurred as required by the Agreement.

      Extraordinary Optional Redemption of Bonds. The Bonds shall be redeemed by
the Issuer at the option of the Developer or at the direction of the Credit
Provider, if any, in whole on any date, or at the option of the Developer and
with the consent of the Credit Provider or Original Purchaser, or at the
direction of the Credit Provider or Original Purchaser in part on any
Installment Payment Date, selected by the Developer, the Credit Provider or
Original Purchaser at a redemption price of one hundred percent (100%) of the
principal amount thereof plus accrued interest to the redemption date, from
moneys on deposit in the Revenue Fund; provided that (1) the Developer shall
have delivered to the Trustee, the Issuer, the Credit Provider or Original
Purchaser and the Remarketing Agent not less than thirty (30) days prior to the
redemption date (a) a written certificate from the Developer certifying that
within the twelve months preceding the date of such notice all or a portion of
the Development has been damaged or destroyed by fire or other casualty or that
all or a portion of the Development has been condemned or permanently taken by
eminent domain proceedings,


                                       6
<PAGE>

which in each case renders the Development unsatisfactory to the Developer for
its intended use, and that the Developer intends to exercise its option to
prepay the Note in whole or in part, pursuant to the Loan Agreement and thereby
effect the redemption of the Bonds in whole or in part, and (b) a written
consent from the Credit Provider or Original Purchaser to such prepayment and
redemption if such redemption or prepayment is in part; or (2) the Credit
Provider or Original Purchaser shall have delivered to the Trustee not less than
30 days prior to the redemption date a written notice that the Credit Provider
or Original Purchaser has required that any insurance proceeds or condemnation
awards received by the Trustee, the Credit Provider, Original Purchaser or the
Developer by reason of any damage or destruction to, or any condemnation or
other taking by eminent domain of, the Development or any part thereof shall be
applied to the prepayment of the Note in whole or in part pursuant to the
Agreement and thereby effect the redemption of the Bonds in whole or in part,
all subject to and in accordance with the terms and provisions of the Mortgage
or the Second Mortgage, both as defined in the Indenture.

      Mandatory Redemption of Bonds.

      (a) In the event the Bonds have been sold to the general public and a
Credit Provider has provided a Credit Instrument, the bonds shall be subject to
mandatory redemption in whole (but not in part) on the earliest date for which
the required notice of redemption can be given after a Determination of
Taxability at a redemption price equal to one hundred percent (100%) of the
principal amount of the Bonds Outstanding, plus accrued interest to the
redemption date from moneys in the Revenue Fund.

      (b) The Bonds shall be subject to mandatory redemption in whole on any
Reset Date from moneys on deposit in the Revenue Fund at a redemption price
equal to one hundred percent (100%) of the principal amount thereof plus accrued
interest thereon to the redemption date in the event the conditions set forth in
Section 11.03(c) of the Indenture have not been complied with and satisfied as
of the date provided therein and the Credit Provider has not elected to purchase
the Bonds on such Reset Date as provided in the next succeeding sentence. All or
any portion of the Bonds called for redemption pursuant to this paragraph may be
purchased by the Creditor Provider in lieu of their redemption on the Reset Date
upon which such bonds otherwise would have been redeemed at a purchase price
equal to the principal amount thereof, if the Credit Provider shall deliver to
the Trustee, prior to the close of business on such Reset Date, a written notice
specifying the principal amount of Bonds to be so purchased and shall deposit
with the Trustee, on or prior to such date, immediately available funds which
shall be sufficient topay the purchase price of the Bonds to be so purchased,
subject to the provisions of the Indenture. The Trustee shall notify the Credit
Provider of the conditions, if any, which have not been satisfied as of the
fifteenth (15th) Business Day


                                       7
<PAGE>

preceding any Reset Date. Subject to the timely receipt of the Trustee of the
moneys required for the purchase of any undelivered Bonds by the Credit Provider
in lieu of redemption under this paragraph such undelivered Bonds shall be
deemed to have been purchased by the Credit Provider on the date on which such
Bonds were to have been redeemed, and from and after such date, the Credit
Provider or its registered assigns shall be the Owner of such Bonds for all
purposes under this Indenture. New Bonds shall be executed, authenticated and
delivered in the place of undelivered Bonds as provided in the Indenture. It
shall be the duty of the Trustee to hold the moneys for the purchase of any
undelivered Bond without liability for interest thereon, for the benefit of the
former Holders of any such undelivered Bonds who shall thereafter be restricted
exclusively to such moneys for any claim of whatever nature on their part under
the Indenture or on, or with respect to, such undelivered Bonds. Interest
accruing from and after such date on such Bonds shall no longer be payable to
the former Holders thereof but thereafter shall be paid to the Credit Provider
or its registered assigns as the Holder of such Bonds. Accrued interest payable
to such date shall be paid to the registered Holders of the Bonds as of the
Regular Record Date immediately preceding such date in the same manner as if the
Bonds were not purchased by the Credit Provider. The Trustee shall maintain a
record of the numbers of the Bonds so purchased and of all undelivered Bonds
deemed to have been purchased by the Credit Provider and shall send written
notice by registered or certified mail to each such former Holder of any
undelivered Bonds at the address shown by the Bond Register advising such former
Holders that the purchase price for their Bonds is on deposit with the Trustee
and that they shall no longer be deemed the Holder of such Bonds or entitled to
receive interest thereon for any claim of whatever nature on their part under
the Indenture or on, or with respect to, such Bonds.

      (c) The Bonds shall be subject to mandatory redemption in whole or in part
on the earliest date for which the required notice of redemption can be given
after the Trustee shall have received a written notice from the Credit Provider
stating that (a) an "Event of Default" has occurred and is continuing under the
Reimbursement Agreement or the Loan Agreement, or (b) that the Issuer has
defaulted in the performance of any of its undertakings and obligations under
the Indenture and that such default has continued for a period of sixty (60)
days after notice thereof from the Credit Provider, or (c) that cash proceeds
have been realized by the Trustee from the sale of the Development following the
foreclosure of the Mortgage or other acquisition by the Trustee of title to the
Development and requesting that the Bonds be redeemed in whole or in part at a
redemption price equal to one hundred percent (100%) of the principal amount
thereof, plus accrued interest to the redemption date.

      (d) The Bonds shall be subject to mandatory redemption in whole or in part
on the earliest practicable date, upon a transfer


                                       8
<PAGE>

of amounts from the Mortgage Loan Fund to the Revenue Fund after the earliest of
the Completion Date, as defined in the Agreement, or December 27, 1988, at a
redemption price equal to one hundred percent (100%) of the principal amount of
the Bonds then Outstanding, plus accrued interest to the redemption date.

      (e) The Bonds purchased by the Credit Provider on any Reset Date shall be
redeemed on any date specified by such Credit Provider and occurring within
sixty (60) days after such Reset Date at a redemption price equal to one hundred
percent (100%) of the principal amount thereof, plus accrued interest thereon to
the redemption date upon delivery by such Credit Provider of written notice to
the Trustee, the Developer and the Issuer within such 60-day period demanding
such redemption and specifying such redemption date.

      (f) During any Reset Period when the Bonds are Rated, the Bonds shall be
subject to mandatory redemption in whole on any Reset Date from moneys on
deposit in the Revenue Fund at a redemption price equal to one hundred percent
(100%) of the principal amount thereof plus accrued interest thereon to the
redemption date in the event the conditions set forth in Section 11.03 of the
Indenture have not been complied with and satisfied as of the date provided
therein.

      On or after December 1, 1992, the holder of this Bond shall have the right
to tender this Bond for redemption upon providing notice required to be provided
pursuant to the Indenture and the Agreement.

      Upon the occurrence of an Event of Default, as defined in the Indenture,
the principal of this Bond and all amounts due hereunder may become or be
declared due and payable before the stated maturity hereof in the manner, with
the effect, and subject to the conditions provided int he Indenture. From and
after such Event of Default and regardless of whether this Bond is accelerated,
the principal balance of this Bond shall bear an adjusted annual interest rate
equal to the lesser of (i) that rate of interest which is one and one-half
percent (1-1/2%) grater than the interest rate on the Bonds or (ii) the highest
applicable lawful rate.

      Reference should be made to the Indenture and the Agreement regarding
Events of Default and a more complete description thereof. Default under the
Mortgage, subject to applicable grace periods thereunder, shall constitute an
Event of Default hereunder and may cause the acceleration of this Bond in its
entirety.

      Notice of each such redemption shall be given by mail and by publication
to the Registered Owner of this Bond to be redeemed as a whole or in part as
provided in the Indenture; provided, however, that failure to mail or publish
such notice or any defect therein shall not affect the validity of the
redemption of any other Bonds.


                                       9
<PAGE>

Notice having been so given, this Bond or any portion hereof designated for
redemption shall become due and payable upon the redemption date specified in
such notice, and from and after such date, notwithstanding that this Bond or any
portion hereof so called for redemption shall not have been surrendered for
payment, interest on such Bond or portion hereof shall cease to accrue.

      Notwithstanding any provision of this Bond to the contrary, the Issuer
hereby covenants that in no event shall the interest contracted for, charged or
received in connection with this Bond (including interest on this Bond together
with any other costs or considerations that constitute interest under the laws
of the State which are contracted for, charged or received pursuant to this
Bond) exceed the maximum rate of interest allowed under the laws of the State or
the United States, to the extent applicable, as presently in effect and to the
extent allowable by such laws as such laws may be amended from time to time to
increase such rate; and in the event that this Bond is redeemed in accordance
with the provisions hereof requiring mandatory recemption, then such amounts
that constitute payments of interest on any such Bond, together with any costs
or considerations which constitute interest under the laws of the State or the
United States, to the extent applicable, may never exceed an amount which would
result in payment of interest at a rate in excess of the maximum interest rate
allowed by the laws of the State as presently in effect and to the extent
allowable by such laws as such laws may be amended from time to time to increase
such rate, and excess interest, if any, provided for in the Bond or otherwise,
shall be canceled automatically as of the date of such acceleration or, if
theretofore paid, shall be credited on such Bond.

      This Bond shall be transferable when duly endorsed for transfer or
accompanied by an assignment duly executed by the Registered Owner or his
authorized representative, all subject to the terms and conditions of the
Indenture.

      The Trustee shall be supplied with the name, address, social security
number or taxpayer identification number of the transferee hereof prior to
making such transfer.

      The Issuer and the Trustee may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof (whether or not this Bond
shall be overdue) for the purpose of receiving payment of or on account of
principal hereof and interest due hereon and for all other purposes, and neither
the Issuer nor the Trustee shall be affected by any notice to the contrary.

      The Trustee shall not be required to transfer any Bond on any date which
is less than five (5) days prior to any Installment Payment Date, or during any
period beginning ten (10) days prior to maturity or during any period beginning
ten (10) days prior to the


                                       10
<PAGE>

selection by the Trustee of Bonds to be redeemed prior to maturity and ending on
the date of the mailing of notice of such redemption.

      The Indenture contains provisions permitting the Issuer, with the approval
of the Owner (so long as the Bank is then Registered Owner of at least 51% in
principal amount of the Bonds at the time Outstanding), the Owner and the
Trustee to execute supplemental indentures amending in any particular the
provisions of the Indenture; provided, however, that no such amendment, without
the consent of 51% of the Registered Owners of the Bonds, shall extend the time
of payment of the principal thereof or interest thereon, or reduce the principal
amount thereof or premium, if any, thereon, or the rate of interest thereon, or
make the principal thereof, premium, if any, or interest thereon payable in any
coin or currency other than that hereinbefore provided, or deprive such
Registered Owner of the lien of the Indenture on the revenues pledged
thereunder. Furthermore, the Indenture prohibits the execution of any
supplemental indentures that would permit the creation of any lien on the
revenues pledged under the Indenture equal to or prior to the lien thereof, or
that would reduce the aggregate principal amount of Bonds the Registered Owners
of which are required to consent to any amendment of the Indenture unless there
has been obtained the consent of the Registered Owner of each Bond then
outstanding. Except as provided in the Indenture, the Registered Owner of this
Bond shall have no right to enforce the provisions of the Indenture or take any
action with respect to any event of default under the Indenture.

      All moneys deposited with the Trustee for the payment of principal of,
premium, if any, or interest on this Bond are presumed abandoned unless, within
seven years after they become payable or distributable, the Registered Owner
hereof has accepted payment of principal or income, corresponded in writing
concerning the property, or otherwise indicated an interest as evidenced by a
memorandum on file with the Trustee. In such event, the Trustee shall comply
with the provisions of Sections 717.01-717.30, Florida Statutes, as amended, or
any successor statute thereto, as to the disposition of such moneys and the
Issuer and the Trustee shall be relieved of all liability, to the extent of the
value of the moneys, for any claim which exists or may arise with respect to
such moneys.

      Neither the members, officers, agents, employees or representatives of the
Issuer nor any person executing this Bond shall be personally liable hereon or
be subject to any personal liability by reason of the issuance hereof, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty, or otherwise, all such liability being expressly
released and waived as a condition of and in consideration for the execution of
the Indenture and the issuance of this Bond.


                                       11
<PAGE>

      Capitalized terms herein shall have the meanings ascribed to them in the
Indenture or the Agreement (as herein defined).

      IN WITNESS WHEREOF, the Housing Finance Authority of Dade County (Florida)
has caused this Bond to be signed by its Chairman, its seal to be printed hereon
and attested by the signature of its Secretary/Treasurer and the Bond to be
dated December 30, 1985.

                                        HOUSING FINANCE AUTHORITY OF
                                        DADE COUNTY (FLORIDA)

                                        By: /s/  Milton J. Wallace
                                            Chairman


(SEAL) HOUSING FINANCE AUTHORITY
       DATE COUNTY - FLORIDA

ATTEST:

/s/ Michael B. Goldstein
Secretary/Treasurer


                                       12
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

      Date of Authentication: December 15, 1994

      This Bond is one of the Bonds described in the within-mentioned Indenture.

                                        FIRST UNION NATIONAL BANK OF
                                        FLORIDA, as Trustee


                                        By: /s/ Lakshmi McGrath
                                            Authorized Officer

                           CERTIFICATE OF VALIDATION

      The undersigned Chairman of the Housing Finance Authority of Dade County
(Florida) HEREBY CERTIFIES that this Bond is one of a series of Bonds which were
validated by Judgment of the Circuit Court of Dade County, Florida, rendered on
the 5th day of December, A.D., 1984.

      WITNESSETH my signature and the seal of Authority.

(SEAL) HOUSING FINANCE AUTHORITY        /s/ Milton J. Wallace
       DATE COUNTY - FLORIDA            Chairman, Housing Finance Authority of
                                        Dade County (Florida)

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

--------------------------------------------------------------------------------
                    (Name and Address and Tax Identification
                     or Social Security Number of Assignee)

the within Bond of the HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) and
does hereby irrevocably constitute and appoint to transfer the said Bond on the
books kept for registration thereof with full power of substitution in the
premises.

Dated:
      -----------------------------     ----------------------------------------

Signature guaranteed by
                       ---------------------------------------------------------


                                       13
<PAGE>

                                   ASSIGNMENT

      For value received, the undersigned sells, assigns and tranfers unto

                        LEHH, Inc., a Florida corporation
                                One O'Dell Plaza
                             Yonkers, New York 10701
                                Tax ID 65-0911941

                ------------------------------------------------
                  (Name and Address and Tax Identification or
                       Social Security Number of Assignee)

the within Bond of the HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) and
does hereby irrevocably constitute and appoint to transfer the said Bond on the
books kept for registration thereof with full power of substitution in the
premises.

Dated:  June 30, 1999                   GENERAL ELECTRIC CAPITAL CORPORATION


                                        By: /s/ Jay B. Marcus
                                           -------------------------------------
                                           Jay Marcus, Authorized Signatory


Signature guaranteed by: /s/ [ILLEGIBLE]
                         ------------------------------
                                                Manager

                                        SIGNATURE GUARANTEED
                                        MEDALLION GUARANTEED
                                        [UNINTELLIGIBLE]


                                        /s/ [ILLEGIBLE]
                                        ----------------------------------------


                                       14
<PAGE>

                                   ASSIGNMENT

      For value received, the undersigned sells, assigns and transfers unto:

                        Charter Mac Equity Issuer Trust,
                           a Delaware Business Trust
                         625 Madison Avenue, 5th Floor
                            New York, New York 10022
                               Tax ID 52-6999949

                ------------------------------------------------
                  (Name and Address and Tax Identification or
                       Social Security Number of Assignee)

the within Bond of the HOUSING FINANCE AUTHORITY OF DADE COUNTY (FLORIDA) and
does hereby irrevocably constitute and appoint First Union National Bank to
transfer the said Bond on the books kept for registration thereof with full
power of substitution in the premises.

Dated:  June 30, 1999                   LEHH, Ino., a Florida corporation


                                        By: /s/ Robert Kohn
                                           -------------------------------------
                                           Robert Kohn, Authorized Signatory

                         SIGNATURE GUARANTEED
                         MEDALLION GUARANTEED
                         FIRST UNION NATIONAL BANK


Signature guaranteed by: /s/ [ILLEGIBLE]
                         ------------------------------
                                   Authorized Signature
                         (2881)                X9003473
                         SECURITIES TRANSFER [ILLEGIBLE]

                                       15
<PAGE>

              [LETTERHEAD OF LIEBLER, GONZALEZ & PORTUONDO, P.A.]

                                  July 1, 1999

Charter Mac Equity Issuer Trust
625 Madison Avenue, 5th Floor
New York, New York 10022

Re:   Bond Purchase Agreement dated June 30, 1999 between LEHH, Inc. and Charter
      Mac Equity Issuer Trust (the "Agreement")

Ladies and Gentlemen:

The law of Liebler, Gonzalez & Portuondo, P.A., counsel for First National Bank,
as Trustee, agrees to hold the original Bond (as defined in the Agreement) to be
delivered to Charter Mac Equity Issuer Trust, as Purchaser (the "New
Bondholder"), at the closing of the above-referenced transaction on behalf of
the New Bondholder and to promptly deliver said original Bond to the Trustee for
registration in the name of New Bondholder. Please indicate your authorization
and agreement to the terms of this letter by signing in the space indicated
below.

                                        Very truly yours,


                                        /s/ Bernardo Portuondo
                                        Bernardo A. Portuondo

Agreed to and accepted on this 1st
day of July, 1999.

CHARTER MAC EQUITY ISSUER TRUST,.
a Delaware business trust

By: Related Charter, L.P., a Delaware
    limited partnership, its manager

By: Related Charter, LLC, a Delaware
    limited liability company, its general
    partner


By: /s/ Max Schlopy
   --------------------------------
Name:  Max Schlopy
Title: Vice President