EXHIBIT 10.7

                                                                  EXECUTION COPY


                               GUARANTEE AGREEMENT


          GUARANTEE AGREEMENT dated as of June 28, 2006, between  CHARTERMAC,  a
statutory trust duly organized and validly  existing under the laws of the State
of Delaware (the "GUARANTOR") and IXIS FINANCIAL PRODUCTS INC. (the "INVESTOR").

          WHEREAS, the Investor,  Charter Mac Corporation (the "CHARTER MEMBER")
and  Centerbrook  Holdings LLC (the  "ISSUER") are parties to the Unitholder and
Warrant  Agreement  dated  as of the  date  hereof  (the  "WARRANT  AGREEMENT"),
pursuant to which,  among other things,  the Issuer has agreed to issue Warrants
(as defined  therein) to the Investor on the date hereof and the Charter  Member
has agreed to make certain payments to the Investor, in each case on and subject
to the terms and conditions set forth therein.

          WHEREAS,  the  Investor  and the  Charter  Member  are  parties to the
Amended and  Restated  Operating  Agreement  of the Issuer  dated as of the date
hereof (the "OPERATING AGREEMENT" and, together with the Warrant Agreement,  the
"GUARANTEED  DOCUMENTS"),  pursuant to which,  among other  things,  the Charter
Member has agreed to make capital  contributions to the Issuer on and subject to
the terms and conditions set forth therein.

          WHEREAS,  to induce the  Investor to enter into the Warrant  Agreement
and the Operating Agreement and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the  Guarantor has
agreed to guarantee the Guaranteed Obligations (as defined below).

          NOW, THEREFORE, the parties hereto agree as follows:

          Section  1.  DEFINITIONS,  ETC.  Terms used  herein and not  otherwise
defined  herein  are used  herein  as  defined  in the  Warrant  Agreement.  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 Sections  shall be  construed to refer to Sections of
this Agreement,  (e) the words "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, a "law"),  shall refer to that law as amended from time to time
and shall include any successor law.

          Section 2. THE GUARANTEE.

          2.01 THE GUARANTEE.  The Guarantor  hereby  guarantees to the Investor
and its  successors  and  assigns  the  prompt  payment  in full when due of all
amounts whatsoever from time to time owing to the Investor by the Charter Member
under  the  Guaranteed  Documents  in  accordance  with the  terms  thereof  and
including  all  interest  and  expenses  accrued or incurred  subsequent  to the
commencement  of any  bankruptcy  or insolvency  proceeding  with respect to the
Charter Member,  whether or not such interest or expenses are allowed as a claim
in such  proceeding  (such  obligations  being  herein  collectively  called the
"GUARANTEED  OBLIGATIONS").  The  Guarantor  hereby  further  agrees that if the
Charter  Member  shall  fail  to pay in  full  when  due  any of the  Guaranteed
Obligations,  the Guarantor  will  promptly pay the same,  without any demand or
notice  whatsoever,  and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations,  the same will be promptly paid in
full when due (whether at extended  maturity,  by  acceleration or otherwise) in
accordance with the terms of such extension or renewal.


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          2.02 OBLIGATIONS UNCONDITIONAL. The obligations of the Guarantor under
Section  2.01  are  absolute  and  unconditional   irrespective  of  the  value,
genuineness,  validity,  regularity or enforceability of any Guaranteed Document
or any other  agreement  or  instrument  referred to herein or  therein,  or any
substitution,  release or exchange of any other guarantee of or security for any
of  the  Guaranteed  Obligations,  and,  to  the  fullest  extent  permitted  by
applicable  law,  irrespective of any other  circumstance  whatsoever that might
otherwise  constitute a legal or  equitable  discharge or defense of a surety or
guarantor,  it being the intent of this Section 2.02 that the obligations of the
Guarantor  hereunder  shall be  absolute  and  unconditional  under  any and all
circumstances.  Without  limiting the generality of the foregoing,  it is agreed
that the  occurrence  of any one or more of the  following  shall  not  alter or
impair the liability of the Guarantor  hereunder which shall remain absolute and
unconditional as described above:

          (i) at any time or from time to time, without notice to the Guarantor,
     the time for any  performance  of or compliance  with any of the Guaranteed
     Obligations  shall be extended,  or such performance or compliance shall be
     waived;

          (ii)  any of the  acts  mentioned  in  any  of the  provisions  of any
     Guaranteed Document or any other agreement or instrument referred to herein
     or therein shall be done or omitted (it being  understood  that this clause
     (ii)  shall not be  construed  to require  the  Guarantor  to  satisfy  its
     obligations under Section 2.01 if the Guaranteed  Obligations are not due);
     or

          (iii)  the  maturity  of any of the  Guaranteed  Obligations  shall be
     accelerated,  or any of  the  Guaranteed  Obligations  shall  be  modified,
     supplemented  or amended in any respect,  or any right under any Guaranteed
     Document or any other agreement or instrument referred to herein or therein
     shall be waived or any other guarantee of any of the Guaranteed Obligations
     or any security therefor shall be released or exchanged in whole or in part
     or otherwise dealt with.

The Guarantor hereby expressly waives diligence, presentment, demand of payment,
protest  and all  notices  whatsoever,  and any  requirement  that the  Investor
exhaust any right,  power or remedy or proceed  against the Charter Member under
any Guaranteed  Document or any other agreement or instrument referred to herein
or  therein,  or  against  any other  Person  under any other  guarantee  of, or
security for, any of the Guaranteed Obligations.

          2.03  REINSTATEMENT.  The  obligations  of the  Guarantor  under  this
Section 2 shall be  automatically  reinstated  if and to the extent that for any
reason  any  payment  by or on behalf of the  Charter  Member in  respect of the
Guaranteed  Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations,  whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Guarantor agrees that it will
indemnify the Investor on demand for all costs and expenses  (including  fees of
counsel)  incurred  by the  Investor  in  connection  with  such  rescission  or
restoration, including any such costs and expenses incurred in defending against
any claim  alleging  that such  payment  constituted  a  preference,  fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

          2.04  SUBROGATION.  The Guarantor hereby agrees that until the payment
and satisfaction in full of all Guaranteed Obligations it shall not exercise any
right or remedy  arising by reason of any  performance by it of its guarantee in
Section 2.01, whether by subrogation or otherwise, against the Charter Member or
any other guarantor of any of the Guaranteed Obligations or any security for any
of the Guaranteed Obligations.

          2.05  CONTINUING  GUARANTEE.  The  guarantee  in this  Section  2 is a
continuing  guarantee,  and shall apply to all Guaranteed  Obligations  whenever
arising.

          2.06 GENERAL  LIMITATION  ON GUARANTEE  OBLIGATIONS.  In any action or
proceeding   involving  any  state  corporate  law,  or  any  state  or  Federal
bankruptcy,  insolvency,  reorganization  or other law  affecting  the rights of
creditors  generally,  if the  obligations  of the Guarantor  under Section 2.01
would otherwise be held or determined to be void,  invalid or unenforceable,  or
subordinated to the claims of any other  creditors,  on account of the amount of
its liability  under Section 2.01,  then,  notwithstanding  any other  provision
hereof to the contrary,  the amount of such liability shall, without any further
action by the  Guarantor,  the Investor or any other  Person,  be  automatically
limited and reduced to the highest amount that is valid and  enforceable and not
subordinated  to the claims of other  creditors as  determined in such action or
proceeding.


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          Section 3.  REPRESENTATIONS AND WARRANTIES.  The Guarantor  represents
and warrants to the Investor that:

          3.01 EXISTENCE.  Each of the Guarantor and its  Subsidiaries (a) is an
entity duly organized and validly existing under the laws of the jurisdiction of
its organization, (b) has all requisite trust, corporate or other organizational
power, and has all material governmental licenses, authorizations,  consents and
approvals  necessary to own its assets and carry on its business as now being or
as  proposed  to be  conducted  and  (c)  is  qualified  to do  business  in all
jurisdictions  in which the nature of the  business  conducted  by it makes such
qualification   necessary   and  where  failure  so  to  qualify  could  (either
individually  or in  the  aggregate)  have  a  material  adverse  effect  on the
consolidated financial condition, operations or business taken as a whole of the
Guarantor and its Subsidiaries.

          3.02  LITIGATION.  There are no legal or arbitral  proceedings  or any
proceedings by or before any governmental or regulatory authority or agency, now
pending or (to the knowledge of the Guarantor)  threatened against the Guarantor
or any  of  its  Subsidiaries  that,  if  adversely  determined,  could  (either
individually  or in  the  aggregate)  have  a  material  adverse  effect  on the
consolidated financial condition, operations or business taken as a whole of the
Guarantor and its Subsidiaries.

          3.03 NO BREACH.  None of the execution and delivery of this Agreement,
the consummation of the transactions  herein contemplated or compliance with the
terms and  provisions  hereof  will  conflict  with or result in a breach of, or
require  any  consent  under,  the  charter,  by-laws  or  other  organizational
documents of the Guarantor or any of its Subsidiaries,  or any applicable law or
regulation,   or  any  order,  writ,  injunction  or  decree  of  any  court  or
governmental  authority or agency,  or any  agreement or instrument to which the
Guarantor or any of its Subsidiaries is a party or by which any of them is bound
or to which any of them is  subject,  or  constitute  a  default  under any such
agreement or  instrument,  or result in the creation or  imposition  of any Lien
upon any of the revenues or assets of the  Guarantor or any of its  Subsidiaries
pursuant to the terms of any such agreement or instrument.

          3.04 TRUST ACTION.  The  Guarantor  has all necessary  trust power and
authority to execute,  deliver and perform its obligations under this Agreement;
the execution,  delivery and performance by the Guarantor of this Agreement have
been duly  authorized  by all  necessary  trust  action  on its  part;  and this
Agreement has been duly and validly  executed and delivered by the Guarantor and
constitutes its legal, valid and binding  obligation,  enforceable in accordance
with its terms.

          3.05 APPROVALS.  No  authorizations,  approvals or consents of, and no
filings or  registrations  with,  any  governmental  or regulatory  authority or
agency, or any securities exchange are necessary for the execution,  delivery or
performance  by  the  Guarantor  of  this  Agreement  or  for  the  validity  or
enforceability hereof.

          3.06  BUSINESS  ACTIVITIES.  The  Guarantor  derives no income from or
connected  with  sources  within  the  State  of  Delaware  and  has no  assets,
activities  (other  than having a Delaware  trustee as required by the  Delaware
Statutory Trust Act (12 DEL. C. ss. 3801, ET SEQ.) and filing documents with the
Secretary  of State of the  State of  Delaware)  or  employees  in the  State of
Delaware

          Section 4. COVENANTS. The Guarantor agrees that, until the payment and
satisfaction in full of the Guaranteed Obligations:

          4.01  FINANCIAL  INFORMATION.  The  Guarantor  shall  deliver  to  the
Investor from time to time such information  regarding the financial  condition,
operations  or  business  of the  Guarantor  or any of its  Subsidiaries  as the
Investor may reasonably request.

          4.02 EXISTENCE,  ETC. The Guarantor will (a) preserve and maintain its
organizational  existence  and,  except where failure to do so could not (either
individually  or  in  the  aggregate)   materially  and  adversely   affect  the
consolidated financial condition,  operations or business of the Guarantor,  all
of its rights, privileges and franchises and (b) comply with the requirements of
all applicable laws, rules, regulations and orders of governmental or regulatory
authorities  if  failure  to  comply  with  such   requirements   could  (either
individually  or  in  the  aggregate)   materially  and  adversely   affect  the
consolidated financial condition, operations or business of the Guarantor.


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<PAGE>



          Section 5. MISCELLANEOUS.

          5.01 NOTICES.  All notices,  requests,  consents and demands hereunder
shall be in writing  and  delivered  in  accordance  with  Section  10.03 of the
Warrant Agreement  (using,  in the case of the Guarantor,  the address set forth
under the  "Address  for Notices"  specified  beneath its name on the  signature
pages  hereto)  or,  as to  either  party,  at such  other  address  as shall be
designated by such party in a notice to each other party.

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

          5.03  AMENDMENTS,  ETC.  The terms of this  Agreement  may be  waived,
altered  or  amended  only by an  instrument  in writing  duly  executed  by the
Guarantor and the Investor.  Any such  amendment or waiver shall be binding upon
the  Investor,  each  holder  of any  of  the  Guaranteed  Obligations  and  the
Guarantor.

          5.04 EXPENSES.  The Guarantor agrees to reimburse the Investor for all
costs and  expenses of the  Investor  (including  the fees and expenses of legal
counsel) in connection  with (i) any default under any  Guaranteed  Document and
any  enforcement or collection  proceeding  resulting  therefrom,  including all
manner of participation in or other involvement with (x) bankruptcy, insolvency,
receivership,  foreclosure,  winding up or liquidation proceedings, (y) judicial
or regulatory  proceedings and (z) workout,  restructuring or other negotiations
or  proceedings  (whether  or not  the  workout,  restructuring  or  transaction
contemplated  thereby is  consummated)  and (ii) the enforcement of this Section
5.04.

          5.05 SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the respective  successors and assigns of the Guarantor,
the Investor and each holder of any of the Guaranteed Obligations, PROVIDED that
the Guarantor  shall not assign or transfer its rights or obligations  hereunder
without the prior written consent of the Investor.

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

          5.07 GOVERNING LAW;  SUBMISSION TO JURISDICTION.  This Agreement shall
be governed by, and  construed in accordance  with,  the law of the State of New
York.  The  Guarantor  hereby  submits,  for  itself  and its  property,  to the
non-exclusive  jurisdiction of the United States District Court for the Southern
District of New York and of the Supreme  Court of the State of New York  sitting
in New York County (including its Appellate Division) and of any other appellate
court in the State of New York for the purposes of all legal proceedings arising
out of or relating to this Agreement or the  transactions  contemplated  hereby.
The Guarantor  hereby  irrevocably  waives,  to the fullest extent  permitted by
applicable law, any objection that it may now or hereafter have to the laying of
the venue of any such proceeding  brought in such a court and any claim that any
such  proceeding  brought in such a court has been  brought  in an  inconvenient
forum.

          5.08  WAIVER OF JURY TRIAL.  EACH OF THE  GUARANTOR  AND THE  INVESTOR
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.

          5.09   SEVERABILITY.   If  any   provision   hereof  is  invalid   and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other  provisions  hereof  shall remain in full force and effect in such
jurisdiction and shall be liberally  construed in favor of the Investor in order
to carry out the  intentions of the parties  hereto as nearly as may be possible
and (b) the  invalidity  or  unenforceability  of any  provision  hereof  in any
jurisdiction  shall not affect the validity or  enforceability of such provision
in any other jurisdiction.

          5.10 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.


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<PAGE>



               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first above written.


                                            CHARTERMAC



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

                                            Address for Notices:

                                            625 Madison Avenue
                                            New York, New York 10022
                                            Attention: Marc Schnitzer



                                            IXIS FINANCIAL PRODUCTS INC.


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


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