EXHIBIT 10.3


                                                                  EXECUTION COPY

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                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            CENTERBROOK FINANCIAL LLC

                            Dated as of June 28, 2006






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                    CENTERBROOK CREDIT INTERMEDIATION PROGRAM

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***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>      <C>           <C>                                                                                       <C>
ARTICLE I CERTAIN DEFINITIONS.....................................................................................1
         SECTION 1.2.  TERMS GENERALLY...........................................................................10

ARTICLE II FORMATION, NAME, OFFICES AND PURPOSES; MEMBERS........................................................10
         SECTION 2.1.  FORMATION.................................................................................10
         SECTION 2.2.  NAME......................................................................................10
         SECTION 2.3.  OFFICES...................................................................................10
         SECTION 2.4.  PURPOSES; POWER...........................................................................10
         SECTION 2.5.  PROGRAM PERIOD............................................................................11
         SECTION 2.6.  CAPITAL MODEL.............................................................................11
         SECTION 2.7.  SCOPE OF MEMBERS' AUTHORITY...............................................................12
         SECTION 2.8.  MEMBER INTERESTS..........................................................................12
         SECTION 2.9.  OTHER JURISDICTIONS.......................................................................12
         SECTION 2.10. CERTAIN COVENANTS RELATING TO SEPARATENESS; TRANSACTIONS WITH AFFILIATES..................12
         SECTION 2.11. GENERAL COVENANTS.........................................................................14
         SECTION 2.12. REGISTER OF MEMBERS.......................................................................15

ARTICLE III ACCOUNTS.............................................................................................15
         SECTION 3.1.  ESTABLISHMENT OF ACCOUNTS; USE OF AMOUNTS ON DEPOSIT......................................15
         SECTION 3.2.  COLLECTION ACCOUNT........................................................................15
         SECTION 3.3.  EXPENSE ACCOUNT...........................................................................16
         SECTION 3.4.  RESERVE ACCOUNT...........................................................................16

ARTICLE IV CAPITAL CONTRIBUTIONS.................................................................................16
         SECTION 4.1.  INITIAL CAPITAL CONTRIBUTION; NO FURTHER CAPITAL CONTRIBUTIONS REQUIRED...................16
         SECTION 4.2.  NO NON-CASH CAPITAL CONTRIBUTIONS.........................................................16
         SECTION 4.3.  RIGHTS AND OBLIGATIONS OF MEMBERS.........................................................16

ARTICLE V ADDITIONAL EQUITY INTERESTS............................................................................17
         SECTION 5.1.  ISSUANCE OF ADDITIONAL EQUITY INTERESTS...................................................17
         SECTION 5.2.  AMENDMENTS TO REFLECT OTHER EQUITY........................................................17

ARTICLE VI PARTICIPATION IN COMPANY PROPERTY.....................................................................17
         SECTION 6.1.  OWNERSHIP BY MEMBER OF COMPANY............................................................17
         SECTION 6.2.  RETURN OF CAPITAL.........................................................................17

ARTICLE VII MANAGEMENT...........................................................................................17
         SECTION 7.1.  MANAGEMENT BY THE MANAGING MEMBER.........................................................17
         SECTION 7.2.  INDEPENDENT MANAGER.......................................................................17
         SECTION 7.3.  ACTIONS BY MANAGING MEMBER................................................................18
         SECTION 7.4.  OFFICERS..................................................................................18
         SECTION 7.5.  CONFLICTS OF INTEREST.....................................................................18
         SECTION 7.6.  BANK ACCOUNTS.............................................................................18
         SECTION 7.7.  COMPENSATION..............................................................................18
         SECTION 7.8.  INDEMNIFICATION OF MANAGING MEMBER, INDEPENDENT MANAGER, OFFICERS AND OTHER AGENTS........19

ARTICLE VIII DISTRIBUTIONS; ALLOCATIONS OF NET INCOME AND NET LOSS...............................................20
         SECTION 8.1.  DISTRIBUTIONS.............................................................................20
         SECTION 8.2.  RECORD DATES..............................................................................20
         SECTION 8.3.  RECEIPT OF DISTRIBUTIONS..................................................................21
         SECTION 8.4.  EXCESS PAYMENTS...........................................................................21
         SECTION 8.5.  ALLOCATIONS...............................................................................21
         SECTION 8.6.  SPECIAL ALLOCATIONS.......................................................................21
         SECTION 8.7.  AMOUNTS WITHHELD..........................................................................21

</TABLE>



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                      - i -
<PAGE>



<TABLE>
<CAPTION>

<S>      <C>                                                                                                     <C>
ARTICLE IX ACCOUNTING............................................................................................21
         SECTION 9.1.  BOOKS AND RECORDS.........................................................................21
         SECTION 9.2.  REPORTS AND NOTICES.......................................................................22

ARTICLE X TRANSFERS AND ADMISSION................................................................................23
         SECTION 10.1.  TRANSFERS................................................................................23
         SECTION 10.2.  EFFECT OF PERMITTED TRANSFERS............................................................23
         SECTION 10.3.  EFFECT OF VOID TRANSFERS.................................................................23
         SECTION 10.4.  RULE 144A INFORMATION....................................................................24

ARTICLE XI TERM AND DISSOLUTION..................................................................................24
         SECTION 11.1.  DISSOLUTION; LIQUIDATING EVENTS..........................................................24
         SECTION 11.2.  EFFECT OF WIND-DOWN EVENT................................................................24
         SECTION 11.3.  DISSOLUTION..............................................................................24
         SECTION 11.4.  BANKRUPTCY AND INSOLVENCY PROCEEDINGS....................................................24
         SECTION 11.5.  BANKRUPTCY CONSIDERATIONS................................................................24

ARTICLE XII WIND-DOWN PERIOD.....................................................................................25
         SECTION 12.1.  WIND-DOWN EVENTS.........................................................................25
         SECTION 12.2.  WIND-DOWN PROCEDURES.....................................................................25

ARTICLE XIII PAYMENTS AND DISTRIBUTIONS..........................................................................26
         SECTION 13.1.  PAYMENTS FROM ACCOUNTS...................................................................26
         SECTION 13.2.  PREPARATION OF QUARTERLY DISTRIBUTION SCHEDULE...........................................26
         SECTION 13.3.  DISTRIBUTIONS ON PAYMENT DATES...........................................................26

ARTICLE XIV GENERAL PROVISIONS...................................................................................27
         SECTION 14.1.  BINDING EFFECT AND BENEFIT...............................................................27
         SECTION 14.2.  CERTIFICATES, ETC........................................................................27
         SECTION 14.3.  MEMBERS' RELATIONSHIPS INTER SE..........................................................27
         SECTION 14.4.  NOTICES, STATEMENTS, ETC.................................................................27
         SECTION 14.5.  AMENDMENTS; ETC..........................................................................28
         SECTION 14.6.  GOVERNING LAW............................................................................28
         SECTION 14.7.  NO PETITION; LIMITED RECOURSE............................................................28
         SECTION 14.8.  SEVERABILITY.............................................................................28
         SECTION 14.9.  COUNTERPARTS.............................................................................28
         SECTION 14.10.  WAIVER OF JURY TRIAL....................................................................28
         SECTION 14.11.  NO WAIVER; CUMULATIVE REMEDIES..........................................................28
         SECTION 14.12.  CONSENT TO JURISDICTION.................................................................29
         SECTION 14.13.  CERTAIN TAX MATTERS.....................................................................29
         SECTION 14.14.  STANDARDS OF DISCRETION.................................................................29

</TABLE>

                             SCHEDULES AND EXHIBITS
                             ----------------------


Schedule I      -    Register of Members
Schedule II     -    List of the Managing Member and Independent Manager
Schedule III    -    Addresses for Notices
Schedule IV     -    Eligibility Criteria
Schedule V      -    Capital Model Inputs

Exhibit A       -    Forms of CDS
Exhibit B       -    Form of Custody Agreement
Exhibit C       -    Form of Collateral Support Swap
Exhibit D       -    Forms of Tax Credit Investments
Exhibit E       -    Form of Subordinated Debt Facility



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                     - ii -
<PAGE>



          LIMITED LIABILITY COMPANY AGREEMENT of CENTERBROOK  FINANCIAL LLC (the
"COMPANY"),  dated as of June  28,  2006  (this  "AGREEMENT"),  entered  into by
Centerbrook Holdings LLC, a Delaware limited liability company ("HOLDINGS"),  as
the sole  member of the  Company,  and  Joseph K.  Winrich,  as the  Independent
Manager (as defined below).

                             PRELIMINARY STATEMENTS
                             ----------------------

          WHEREAS,  the Company intends to provide credit  intermediation in the
form of credit default swaps or other forms of credit  intermediation in respect
of certain  Multifamily  Revenue Bonds, low income housing tax credits and other
activities  described  herein,  all in accordance  with the terms and conditions
hereof (the "CDS PROGRAM");

          WHEREAS,  Holdings  intends  to  capitalize  the  Company by making an
initial  equity  contribution  to the Company in an amount  equal to the Initial
Capital  Contribution (as defined below), and in exchange the Company will issue
to Holdings a member interest  representing  the sole initial limited  liability
company interest in the Company;

          NOW, THEREFORE, in consideration of the agreements and obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

          Section 1.1. DEFINITIONS. As used in this Agreement, capitalized terms
shall have the respective meanings ascribed thereto in this Section 1.1.

          "ACCOUNTS" has the meaning ascribed thereto in Section 3.1.

          "ADMINISTRATIVE  EXPENSES" means amounts payable by the Company to (a)
the trustee,  administrative  agents,  collateral  agents,  transfer  agents and
paying or other agents under the Debt  Facilities  or hereunder or in respect of
the CDS for any fees, expenses and indemnities hereunder or thereunder,  (b) the
Company  Auditor and the  Company's  agents and counsel for fees,  expenses  and
indemnities,  (c) the Rating  Agencies  for fees,  expenses and  indemnities  in
connection with any rating and surveillance of the Debt Facilities, (d) Managing
Member  Administrative  Expenses,  (e)  any  other  Person  in  respect  of  any
governmental  fee,  charge or tax in  relation  to the Company and (f) any other
Person in respect of any other fees, expenses or indemnities permitted hereunder
and under the other Program  Documents;  PROVIDED that  Administrative  Expenses
shall not include (i) fees and expenses  owing by the Company under  Off-Setting
Swaps,  (ii) principal,  interest or commitment fees owing under any of the Debt
Facilities and (iii) Contingent Management Fees.

          "AFFILIATE"  means, with respect to any Person,  any other Person that
directly  or  indirectly  through  one or more  intermediaries  controls,  or is
controlled by, or is under common control with,  such Person,  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 for purposes of this
definition.  The term "control"  (including the correlative  term  "controlled")
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management and policies of a Person,  whether  through the
ownership of voting securities, by contract or otherwise.

          "AGREEMENT"  has the  meaning  ascribed  thereto  in the  introductory
paragraph hereof.

          "APPRAISAL" means, with respect to any CDS or Project Investments,  an
appraisal  conducted  by  the  Company  of  the  market  value  of  the  related
Multifamily Revenue Bonds.

          "AVAILABLE MEZZANINE LOAN AMOUNTS" has the meaning ascribed thereto in
the Mezzanine Facility.

          "BANKRUPTCY ACTIONS" has the meaning ascribed thereto in Section 11.4.

          "BANKRUPTCY CODE" means the U.S. Bankruptcy Code of 1978.

          "BANKRUPTCY  EVENT"  means,  with  respect  to any  Person,  that such
Person:

          (a) is dissolved (other than pursuant to a consolidation, amalgamation
     or merger);

***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



          (b)  becomes  insolvent  or is unable  to pay its  debts or fails,  or
     admits in writing its inability generally,  to pay its debts as they become
     due;

          (c) makes a general assignment, arrangement or composition with or for
     the benefit of its creditors;

          (d) (A)  institutes  or has  instituted  against  it, by a  regulator,
     supervisor or any similar official with primary insolvency,  rehabilitative
     or  regulatory  jurisdiction  over it, a  proceeding  seeking a judgment of
     insolvency  or  bankruptcy  or any other  relief  under any  bankruptcy  or
     insolvency  law or other  similar law  affecting  creditors'  rights,  or a
     petition is  presented  for its  winding-up  or  liquidation  by it or such
     regulator, supervisor or similar official, or (B) has instituted against it
     a proceeding  seeking a judgment of  insolvency  or bankruptcy or any other
     relief  under  any  bankruptcy  or  insolvency  law or  other  similar  law
     affecting  creditors' rights, or a petition is presented for its winding-up
     or liquidation,  and such proceeding or petition is instituted or presented
     by a Person or entity  not  described  in clause  (A) above and  either (I)
     results in a judgment of  insolvency or bankruptcy or the entry of an order
     for relief or the making of an order for its  winding-up or  liquidation or
     (II) is not dismissed, discharged, stayed or restrained in each case within
     60 days of the institution or presentation thereof;

          (e) has a resolution  passed for its winding-up or liquidation  (other
     than pursuant to a consolidation, amalgamation or merger);

          (f) seeks or becomes subject to the  appointment of an  administrator,
     provisional liquidator,  conservator, receiver, trustee, custodian or other
     similar official for it or for all or substantially all its assets;

          (g) has a secured party take  possession of all or  substantially  all
     its assets or has a distress, execution, attachment, sequestration or other
     legal process levied,  enforced or sued on or against all or  substantially
     all its assets and such secured  party  maintains  possession,  or any such
     process is not dismissed,  discharged,  stayed or restrained,  in each case
     within 60 days thereafter; or

          (h) causes or is subject to any event with respect to it which,  under
     the applicable laws of any jurisdiction,  has an analogous effect to any of
     the events specified in clauses (a) to (g) above (inclusive).

          "BENEFIT PLAN INVESTOR" has the meaning  ascribed  thereto in the Plan
Asset Regulations  issued by the U.S.  Department of Labor at 29 C.F.R.  Section
2510.3-101.

          "BUSINESS DAY" means any day, other than Saturday or Sunday,  on which
commercial banks are not authorized or required to close in New York City.

          "CAPITAL  ACCOUNT"  means,  with respect to each  Member,  the account
established  and  maintained  for such  Member on the books of the  Company in a
manner that would comply with Regulation Sections 1.704-1(b)(2)(iv) and 1.704-2.
Subject to the preceding  sentence,  each Member's Capital Account balance shall
initially equal the amount  reflected on the books of the Company as of the date
hereof.  Throughout  the term of the Company,  each Capital  Account will be (i)
increased  by the  amount of (A)  income  and gains  allocated  to such  Capital
Account  pursuant to Article VIII and (B) any Cash  subsequently  contributed to
such  Capital  Account,  and (ii)  decreased  by the  amount of (A)  losses  and
deductions  allocated to such Capital  Account  pursuant to Article VIII and (B)
Cash distributed to such Member pursuant to Article XIII.

          "CAPITAL MODEL" means the computer  model,  the contents and method of
application of which have been  submitted to the Rating  Agencies and the master
copy  thereof  is  held  by the  Managing  Member,  and  which  shall  be run in
accordance with the procedures set forth in Schedule V.

          "CAPITAL MODEL DEFICIENCY  AMOUNT" means, at any time that the Capital
Model is run, the excess (if any) of (i) the "Minimum  Capital  Requirement"  as
determined  by the Capital  Model OVER (ii) the  aggregate  amount of  Permitted
Investments held in the Reserve Account at such time.

          "CAPITAL  MODEL  EVENT" has the  meaning  ascribed  thereto in Section
2.6(a).

          "CASH"  means cash,  amounts  credited to deposit  accounts  and other
immediately available funds that are denominated in U.S. dollars.

          "CDS"   means   credit   default   swaps  or  other  forms  of  credit
intermediation provided by the Company directly or indirectly in connection with
Underlying Portfolio Assets, each either (i) in substantially the form of any of
the forms  contained  in  Exhibit A with such  industry-standard  changes as the
Company may  negotiate so long as (x) the changes so negotiated do not result in



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       2
<PAGE>



a material  increase in the risks  undertaken by the Company  thereunder  (other
than  credit  risk) or subject the Company to  additional  risks not  theretofor
undertaken  by the  Company  thereunder  and (y)  notice of any such  changes is
delivered by the Company to the Rating Agencies  promptly after the execution of
the related definitive documentation or (ii) in substantially such other form as
to which the Rating  Condition  shall have been  satisfied  (and,  upon any such
satisfaction,  Exhibit A shall be deemed amended to include such other form), in
each case directly or indirectly relating to an Underlying Portfolio Asset.

          "CDS  PROGRAM"  has the meaning  ascribed  thereto in the  preliminary
statements hereof.

          "CDS PROGRAM TRANSACTION" means any of the following transactions: (i)
entering  into by the Company of a CDS,  (ii) entering into by the Company of an
Off-Setting  Swap and (iii) the  addition  or  substitution  of any  Multifamily
Revenue Bonds constituting collateral in respect of the Collateral Support Swap.

          "CERTIFICATE OF FORMATION" has the meaning ascribed thereto in Section
2.1.

          "CHARTERMAC" means CharterMac, a Delaware statutory trust.

          "COLLATERAL   SUPPORT   SWAP"  means  the  credit   default   swap  in
substantially the form of Exhibit C.

          "COLLECTION ACCOUNT" has the meaning ascribed thereto in Section 3.1.

          "COLLECTION PERIOD" has the meaning ascribed thereto in Section 13.3.

          "COMPANY"  has  the  meaning  ascribed  thereto  in  the  introductory
paragraph hereof.

          "COMPANY  AUDITOR"  means,  initially,  Deloitte  &  Touche  LLP  and,
thereafter,  such other independent  certified public  accountants of recognized
national standing as may be appointed by the Managing Member from time to time.

          "CONTINGENT  MANAGEMENT  FEES"  means  the fees  payable  to a special
manager  selected by the Collateral Agent (as defined in the  Subordination  and
Security  Agreement)  pursuant  to  Section  4.05(a)  of the  Subordination  and
Security  Agreement  at any time  after an Event of Default  (as  defined in the
Subordination  and Security  Agreement)  shall have occurred and be  continuing.
Accrued but unpaid  Contingent  Management Fees shall be payable on each Payment
Date in accordance with Section 13.3.

          "CUSTODIAN"  means Deutsche Bank National Trust Company,  as custodian
under the Custody Agreement.

          "CUSTODIAN RATINGS CRITERIA" means criteria satisfied on any date with
respect  to the  Custodian  if (a) either (i) the  unsecured,  unguaranteed  and
otherwise unsupported  short-term debt obligations of the Custodian are rated at
least "A-1+" by S&P,  unless the Custodian  shall have  certified to the Company
and the Rating  Agencies that it holds the assets of the Company in a segregated
trust  account at an  institution  that is a member bank of the Federal  Reserve
System,  in which case the  unsecured,  unguaranteed  and otherwise  unsupported
short-term  debt  obligations of the Custodian  shall be rated at least "A-1" by
S&P, and (b) either (i)(x) the unsecured, unguaranteed and otherwise unsupported
short-term debt obligations of the Custodian are rated "P-1" by Moody's and such
rating is not on watch for possible  downgrade by Moody's and (y) the unsecured,
unguaranteed and otherwise  unsupported long-term senior debt obligations of the
Custodian are rated higher than "A1" by Moody's or are rated "A1" by Moody's and
such rating is not on watch for  possible  downgrade by Moody's or (ii) if there
is  no  such  Moody's   short-term  debt  obligations   rating,  the  unsecured,
unguaranteed and otherwise  unsupported long-term senior debt obligations of the
Custodian  are rated  higher than "Aa3" by Moody's or are rated "Aa3" by Moody's
and such rating is not on watch for possible downgrade by Moody's.

          "CUSTODY  AGREEMENT" means the Custody  Agreement  between Charter Mac
Equity Issuer Trust, as depositor,  and the Custodian, in substantially the form
of Exhibit B.

          "DEBT  FACILITIES"  means,  collectively,  the  Senior  Facility,  the
Mezzanine Facility and the Subordinated Debt Facility.

          "DEFAULTING  LENDER"  means any Lender  that failed to comply with its
obligation to fund its loan under the Senior Facility or the Mezzanine Facility,
as the case may be, and such  failure  was not  remedied  on or before the third
Business Day after the occurrence of such failure.

          "DELAWARE LLC ACT" means the Delaware Limited Liability Company Act, 6
DEL. C. Section 18-101, ET SEQ.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       3
<PAGE>



          "DISTRIBUTION  SCHEDULE" has the meaning  ascribed  thereto in Section
13.2.

          "ELIGIBILITY  CRITERIA" means, with respect to CDS, Off-Setting Swaps,
the entering into of the Collateral  Support Swap and additions or substitutions
of any  Multifamily  Revenue  Bonds  constituting  collateral  in respect of the
Collateral  Support Swap, the criteria  applicable to such activity set forth in
Schedule IV.

          "EXPENSE ACCOUNT" has the meaning ascribed thereto in Section 3.1.

          "EXPENSE  AMOUNT"  means the  aggregate  amount of fees,  expenses and
other items specified in the Expense Statement as payable by the Company.

          "EXPENSE  STATEMENT" means a statement of the Company delivered to the
Managing Member on or prior to the date hereof  specifying (a) each of the fees,
expenses  and other  items  payable by the Company on the date  hereof,  (b) the
respective  amounts of such fees,  expenses and other items,  (c) the respective
payees of such  amounts and (d) the party  responsible  for payment of each such
amount.

          "FISCAL QUARTER" means a calendar quarter of each Fiscal Year.

          "FISCAL YEAR" means a calendar year.

          "GAAP" means United States generally accepted accounting principles.

          "HEDGING  AGREEMENT"  means any interest  rate  protection  agreement,
foreign currency  exchange  agreement,  commodity price protection  agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "HOLDINGS"  has  the  meaning  ascribed  thereto  in the  introductory
paragraph hereof.

          "HOLDINGS  OPERATING  AGREEMENT" means the limited  liability  company
operating  agreement  of  Holdings  dated  the date  hereof  among  Charter  Mac
Corporation, IXIS Financial Products Inc. and the other members parties thereto.

          "INDEMNIFIED  PERSONS"  has the  meaning  ascribed  thereto in Section
7.8(a).

          "INDEPENDENT MANAGER" means a Person meeting the criteria set forth in
Section 7.2 and shall initially be the Person described as such in Schedule II.

          "INDEPENDENT  MANAGER  LETTER  AGREEMENT"  has  the  meaning  ascribed
thereto in Section 7.7.

          "INITIAL  CAPITAL  CONTRIBUTION"  has the meaning  ascribed thereto in
Section 4.1.

          "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940.

          "LENDER"  means  any  Person  party  to  a  Debt  Facility  having  an
obligation to make loans to the Company.

          "LIEN"  means,  with  respect to any  property,  any  mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind in respect of such
property.

          "LOCAL PARTNERSHIP" has the meaning ascribed thereto in the definition
of "Tax Credit Investments".

          "MANAGING MEMBER" means,  initially on the date hereof,  Holdings,  so
long as it is a Member, and, thereafter, such Person as shall be selected by the
Required  Members.  Such  Person  shall be deemed to be a  "manager"  within the
meaning of Section 18-101(10) of the Delaware LLC Act.

          "MANAGING MEMBER ADMINISTRATIVE EXPENSES" means amounts payable by the
Company to the Managing Member for fees,  expenses and  indemnities  incurred by
the Managing Member in connection with managing and administering the Company as
Managing  Member under this  Agreement  (including  amounts paid by the Managing
Member to third  parties  or  Affiliates  of the  Managing  Member  pursuant  to
administrative   services  agreements  between  the  Managing  Member  and  such
Persons).



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       4
<PAGE>



          "MATERIAL  ADVERSE  EFFECT"  means,  with  respect  to any  Person,  a
material adverse effect on the business,  operations,  property,  liabilities or
condition  (financial  or  otherwise)  of such  Person or on the ability of such
Person to perform its  obligations  under any Program  Document to which it is a
party.

          "MEMBER"   means,   initially  on  the  date  hereof,   Holdings  and,
thereafter,  any  additional or successor  members of the Company as provided in
Article  X, but  excluding  any  Person  who has  ceased  to be a member  in the
Company.  Each  Member  shall be deemed to be a "member"  within the  meaning of
Section 18-101(11) of the Delaware LLC Act.

          "MEMBER   INTERESTS"  means  all  of  the  limited  liability  company
interests  in the Company (as defined in Section  18-101(8)  of the Delaware LLC
Act).

          "MEZZANINE  FACILITY"  means the Mezzanine Loan Agreement  dated as of
June 28, 2006 among the Company and the Lenders and agent parties thereto.

          "MEZZANINE  STEP  UP  AMOUNTS"  means  interest  and  commitment  fees
accruing  under the Mezzanine  Facility in respect of the Mezzanine Step Up Rate
(as defined therein).

          "MINIMUM CAPITAL  REQUIREMENT"  means, at any time and with respect to
any proposed  transaction and use of funds by the Company,  the "Minimum Capital
Requirement"  at such time as  determined  by the Capital  Model  (after  giving
effect to any such proposed  transaction and use of funds) that is necessary (i)
in the case of Moody's,  such that the expected losses calculated by the Capital
Model for the  Senior  Facility  and the  Mezzanine  Facility  are less than the
target expected losses  determined by reference to Moody's  expected loss tables
and (ii) in the case of S&P, such that the default probability losses calculated
by the Capital Model for the Senior Facility and the Mezzanine Facility are less
than the target default  probability  by reference to S&P's default  probability
losses tables.

          "MINIMUM  CAPITAL  REQUIREMENT  EVENT"  means,  at any  time  that the
Capital Model is run, the aggregate amount of Permitted  Investments held in the
Reserve  Account  at such time is less than the  aggregate  amount of  Permitted
Investments  required to be held in the  Reserve  Account as  determined  by the
Capital Model.

          "MONTHLY  PERIOD" means a period  consisting of each calendar month of
each Fiscal Year.

          "MOODY'S" means Moody's Investors Service, Inc.

          "MULTIFAMILY  REVENUE  BONDS" means revenue  bonds issued  pursuant to
Section  142(d) of the Tax Code or  Section  103(b)(4)(A)  of the U.S.  Internal
Revenue Code of 1954 (or taxable revenue obligations related thereto) to finance
or refinance multifamily housing facilities.

          "NET LOSS TRIGGER  EVENT" means at any time that the aggregate  amount
of Permitted  Investments held in the Reserve Account at such time (including at
the face  amount  thereof  uninvested  cash  contemporaneously  contributed  and
received but excluding amounts required to be  contemporaneously  paid from such
account in respect of CDS or otherwise) is ***.

          "OFFER" means,  with respect to any  obligation,  (i) any offer by the
obligor of such  obligation or by any other Person made to all of the holders of
such  obligation to purchase or otherwise  acquire such obligation or to convert
or exchange such  obligation for any other  obligation or other property  (other
than pursuant to any redemption in accordance with the terms of such obligation)
or (ii) any  solicitation  by the obligor of such obligation or any other Person
to amend, modify or waive any provision of such obligation.

          "OFF-SETTING  SWAP"  means,  with  respect to any CDS, an  off-setting
credit default swap,  insurance or other form of credit  intermediation  for the
Company's  obligations  in respect of such CDS either (i) in  substantially  the
form of such CDS or (ii) in substantially such other form as to which the Rating
Condition shall have been satisfied.

          "OTHER EQUITY" has the meaning ascribed thereto in Section 5.1.

          "PASS  THROUGH  ENTITY"  means any entity  which is a pass  through or
disregarded entity for federal income tax purposes.

          "PAYMENT DATE" means each Quarterly  Payment Date and the  Termination
Date.

          "PERMANENT  MINIMUM CAPITAL  REQUIREMENT EVENT" means six months shall
have passed since the occurrence of any Minimum Capital Requirement Event and at
no time during such six-month period did, at any time that the Capital Model was



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       5
<PAGE>



run, the aggregate  amount of Permitted  Investments held in the Reserve Account
at such time exceed the aggregate amount of Permitted Investments required to be
held in the Reserve Account as determined by the Capital Model.

          "PERMITTED  INVESTMENTS" means any dollar denominated investment that,
at the  time  of  purchase  by the  Company,  is one or  more  of the  following
obligations or securities:

          (a) cash;

          (b) direct Registered debt obligations of, and Registered  obligations
     the  timely  payment of  principal  of and  interest  on which is fully and
     expressly  guaranteed  by, the U.S. or any full faith and credit  agency or
     instrumentality thereof;

          (c)  demand  deposits  in  any  U.S.   federal  or  state   depository
     institution or trust company,  the commercial paper and/or debt obligations
     of which (or,  in the case of the  principal  depository  institution  in a
     holding company system,  the commercial  paper or debt  obligations of such
     holding  company) at the time of such investment or contractual  commitment
     providing for such  investment  have a long-term  credit rating of "Aaa" by
     Moody's and "AAA" by S&P, in the case of  long-term  debt  obligations,  or
     "Prime-1" by Moody's (and is not on credit watch for possible  downgrade by
     Moody's) and "A-1+" by S&P, in the case of commercial  paper and short-term
     obligations;

          (d) Any security  issued or  guaranteed as to principal or interest by
     the U.S.,  or by a person  controlled  or  supervised  by and  acting as an
     instrumentality  of the U.S.  pursuant to authority granted by the Congress
     of the  U.S.,  or any  certificate  of  deposit  for any of the  foregoing,
     including securities issued by any of the following instrumentalities:

               (i)  Federal Farm Credit Bank
               (ii) Federal Home Loan Bank
               (iii) Federal National Mortgage Association
               (iv) Federal Home Loan Mortgage Corporation
               (v)  Government National Mortgage Association, and
               (vi) Tennessee Valley Authority,

     so  long  as at the  time  of such  investment  or  contractual  commitment
     providing  for such  investment  the related  security (i) has a short-term
     credit rating of "A-1+" by S&P or, if no short-term  credit rating from S&P
     is then available, a long-term credit rating of "AAA" by S&P and (ii) has a
     short-term  credit  rating of  "Prime-1"  by Moody's  or, if no  short-term
     credit rating from Moody's is then available,  a long-term credit rating of
     "Aaa" by Moody's; and

          (e)  the  shares  of  an  investment   company  registered  under  the
     Investment  Company Act, whose shares are  registered  under the Securities
     Act,  PROVIDED  that (x) any such fund holds  itself out as a money  market
     fund and seeks to maintain a stable net asset value of $1.00 and is subject
     to Rule 2a-7 under the  Investment  Company Act and (y) the  obligations of
     any such fund are rated  "Prime-1"  by Moody's  (and is not on credit watch
     for possible downgrade by Moody's) and "AAAm" by S&P;

and, in each case,  (x) with  respect to  Permitted  Investments  purchased  for
deposit to the Expense Account or the Collection Account, with a stated maturity
(giving effect to any  applicable  grace period) not later than the Business Day
immediately  preceding  the next  Payment Date and (y) with respect to Permitted
Investments purchased for deposit to the Reserve Account, with a stated maturity
(giving effect to any  applicable  grace period) not later than the Business Day
immediately preceding the next Payment Date or such longer stated maturity as to
which the Rating  Condition shall have been  satisfied;  PROVIDED that Permitted
Investments  shall not  include (i) any  interest-only  security,  any  security
purchased at a price in excess of 100% of the par value  thereof or any security
whose repayment is subject to substantial  non-credit related risk as determined
in the sole  judgment of the Managing  Member,  (ii) any  security  whose rating
assigned by S&P includes the subscript  "p", "t",  "pi",  "q" or "r",  (iii) any
other security that is an asset the payments on which are subject to withholding
tax if owned by the  Company  unless  the  relevant  issuer or  obligor or other
Person (and  guarantor,  if any) is required to make  "gross-up"  payments  that
cover the full amount of any such withholding  taxes,  (iv) any security subject
to an Offer or (v) any security that is a mortgage-backed security.

          "PERMITTED LIENS" means:

               (a) Liens imposed by any governmental authority for taxes not yet
          due or that are  being  contested  in good  faith  and by  appropriate
          proceedings if adequate  reserves with respect  thereto are maintained
          on the books of the Company in accordance with GAAP;

               (b)   carriers',   warehousemen's,   mechanics',   materialmen's,
          repairmen's  or other like Liens  arising  in the  ordinary  course of
          business  that are not  overdue  for a period  of more than 30 days or



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       6
<PAGE>



          that are being contested in good faith and by appropriate  proceedings
          and Liens securing  judgments  that are being  contested in good faith
          and by  appropriate  appellate  proceedings,  are fully  bonded in the
          amount of such judgment and are stayed pending appeal;

               (c) pledges and deposits made in the ordinary  course of business
          in compliance with workers'  compensation,  unemployment insurance and
          other social security laws or regulations;

               (d) Cash  deposits  to  secure  the  performance  of bids,  trade
          contracts,  leases,  statutory  obligations,  surety and appeal bonds,
          performance  bonds and other  obligations of a like nature incurred in
          the ordinary course of business; and

               (e) easements,  zoning  restrictions,  rights-of-way  and similar
          Liens on real  property  imposed  by law or  arising  in the  ordinary
          course of business that do not secure any monetary  obligations and do
          not  materially  detract  from the value of the  affected  property or
          interfere with the ordinary conduct of business of the Company;

PROVIDED  that the term  "Permitted  Liens" shall not include any Lien  securing
indebtedness.

          "PERSON"  means  any  individual,   corporation,   company,  voluntary
association,  partnership,  limited  liability  company,  joint venture,  trust,
unincorporated  organization  or government (or any agency,  instrumentality  or
political subdivision thereof).

          "PLAN ASSET REGULATION"  means the regulation  promulgated by the U.S.
Department of Labor at 29 C.F.R. Section 2510.3-101.

          "PORTFOLIO PERIOD" has the meaning ascribed thereto in Section 2.5.

          "PROGRAM  DOCUMENTS" means this Agreement,  the Debt  Facilities,  the
Subordination and Security Agreement,  the Right of First Refusal Letter and the
Independent Manager Letter Agreement.

          "PROGRAM  VIOLATION"  means a violation  of an express  limitation  or
criterion  of  the  Eligibility  Criteria,  determined  solely  at the  time  of
incurrence of the CDS Program  Transaction causing the violation (and not as the
result  of  a  market  movement  or  subsequent   change  in  any  condition  or
circumstance).

          "PROJECT  INVESTMENTS" means (i) loans or equity  contributions  made,
directly or indirectly,  to limited  partnerships or limited liability companies
(or the  general  partner or  managing  member of such  limited  partnership  or
limited  liability  company)  that own  directly or  indirectly  the  underlying
projects  that  directly  or  indirectly  are the subject of any CDS in order to
cover the development or operating expenses (including debt service obligations)
of such limited  partnership  or limited  liability  company and so long as such
loans or  equity  contributions  are  senior  in right to  distributions  to the
partners or members of such limited partnerships or limited liability companies,
(ii)  payments  of  other  sums  or  expenditures   that  may  be  necessary  or
appropriate,  in the  reasonable  opinion  of the  Managing  Member,  to address
conditions or events with respect to Underlying  Portfolio  Assets or underlying
projects that are the subject of any CDS, or (iii)  acquisitions of interests in
limited  partnerships or limited liability  companies (or the general partner or
managing member of such limited  partnership or limited liability  company) that
own directly or indirectly the  underlying  projects that directly or indirectly
are the subject of any CDS and made in  connection  with  entering into such CDS
and so long as the  aggregate  amount of each such  acquisition  does not exceed
$10,000.

          "QUARTERLY  CAP" means,  with  respect to any  Collection  Period,  an
amount  equal to (i)  0.0125%  MULTIPLIED  BY (ii)  the  average  daily  closing
aggregate  principal amount of the Multifamily  Revenue Bonds that are reference
obligations under the CDS or pledged as collateral under the Collateral  Support
Swap.

          "QUARTERLY  PAYMENT  DATE"  means the tenth  Business  Day of January,
April, July and October of each calendar year, commencing with such Business Day
occurring in October 2006.

          "RATABLE  PERCENTAGE"  means,  at any time with respect to any Member,
the  ratio  (expressed  as a  percentage)  of (i) the  aggregate  amount of Cash
contributions  in respect of all of the Member  Interests  owned by such  Member
(without  regard to any  distributions  made  hereunder)  TO (ii) the  aggregate
amount of Cash  contributions in respect of all of the Member Interests (without
regard to any distributions made hereunder).

          "RATING AGENCY" means each of Moody's and S&P.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       7
<PAGE>



          "RATING  CONDITION"  means, with respect to each Rating Agency and any
action taken or to be taken under this Agreement,  a condition that is satisfied
when each  Rating  Agency  has  confirmed  to the  Company  in  writing  that no
withdrawal,  reduction,  suspension or other adverse  action with respect to any
then current rating by such Rating Agency (including any private or confidential
rating) of any Debt Facility will occur as a result of such action.

          "RECORD DATE" has the meaning ascribed thereto in Section 8.2.

          "REGISTER" has the meaning ascribed thereto in Section 2.12.

          "REGISTERED"  means,  with respect to any Permitted  Investment,  that
such  Permitted  Investment  is issued after July 18, 1984 and is in  registered
form for purposes of the Tax Code.

          "REGULATIONS"  means the income tax regulations,  including  temporary
regulations, promulgated under the Tax Code.

          "RELATED PARTIES" means,  with respect to any specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

          "REQUIRED QUARTERLY EXPENSES AMOUNT" means $150,000.

          "REQUIRED   MEMBERS"  means,  at  any  time,  Members  holding  Member
Interests   representing   more  than  50%  of  the  aggregate  amount  of  Cash
contributions in respect of all of the Member  Interests  (without regard to any
distributions made hereunder).

          "RESERVE ACCOUNT" has the meaning ascribed thereto in Section 3.1.

          "RIGHT OF FIRST REFUSAL LETTER" means the Letter Agreement dated as of
June 28, 2006 between the Company and CharterMac.

          "S&P"  means  Standard & Poor's  Ratings  Services,  a division of The
McGraw-Hill Companies, Inc.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933.

          "SENIOR FACILITY" means the Senior Loan Agreement dated as of June 28,
2006 among the Company and the Lenders and agent parties thereto.

          "SENIOR STEP UP AMOUNTS" means  interest and commitment  fees accruing
under the Senior  Facility  in respect  of the Senior  Step Up Rate (as  defined
therein).

          "SERVICE" means the Internal Revenue Service.

          "SUBORDINATED  DEBT FACILITY"  means the  Subordinated  Loan Agreement
among the Company and the Lenders and agent  parties  thereto and in the form of
Exhibit E with such changes as shall be permitted  under the Senior Facility and
the Mezzanine Facility.

          "SUBORDINATION  AND SECURITY  AGREEMENT" means the  Subordination  and
Security  Agreement  dated as of June 28,  2006 among the Company and the agents
parties thereto.

          "TAX CODE" means the U.S. Internal Revenue Code of 1986.

          "TAX CREDIT  INVESTMENTS" means ownership  interests in a Pass Through
Entity that invests  directly or indirectly in a Pass Through Entity (the "LOCAL
PARTNERSHIP")  in respect of which  certain new market tax  credits,  low-income
housing  tax  credits,   state   low-income   housing  tax   credits,   historic
rehabilitation  tax credits,  state historic  rehabilitation  tax credits,  home
ownership  tax credits (if such credits are enacted as part of the Tax Code) and
other similar tax credits established by state programs, as well as depreciation
and losses derived from the multifamily affordable housing transactions owned by
such Local Partnership, are anticipated to be available and are allocated to the
limited  partners or members in respect  thereof in accordance with the Internal
Revenue Code and any applicable state legislation (the credits, depreciation and
losses so allocated,  the "SPECIFIED  RISKS"),  each either (i) in substantially



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       8
<PAGE>



the form of any of the forms  contained in Exhibit D with such changes as may be
negotiated  so long as (x) the changes so negotiated do not result in a material
increase in the risks of ownership  thereof (other than an increase  relating to
the Specified  Risks) or subject the Company to additional  risks not theretofor
undertaken  by the  Company  thereunder  and (y)  notice of any such  changes is
delivered by the Company to the Rating Agencies  promptly after the execution of
the related definitive documentation or (ii) in substantially such other form as
to which the Rating  Condition  shall have been  satisfied  (and,  upon any such
satisfaction, Exhibit D shall be deemed amended to include such other form), and
with respect to which the Company has entered into a CDS.

          "TAX  MATTERS  MEMBER"  has the  meaning  ascribed  thereto in Section
8.6(d).

          "TAX PROFITS AND LOSSES"  mean,  for each Fiscal Year, an amount equal
to the  Company's  taxable  income or loss for such  Fiscal Year  determined  in
accordance  with Section 703(a) of the Tax Code (for this purpose,  all items of
income,  gain, loss or deduction  required to be stated  separately  pursuant to
Section  703(a)(1) of the Tax Code shall be included in taxable income or loss),
with the following adjustments (without duplication):

               (a) any income of the Company that is exempt from federal  income
          tax and not  otherwise  taken  into  account in  computing  profits or
          losses  pursuant to this  definition of "Tax Profits and Losses" shall
          be added to such taxable income or loss;

               (b)  any  expenditures  of  the  Company   described  in  Section
          705(a)(2)(B)   of  the  Tax  Code  or  treated  as  Tax  Code  Section
          705(a)(2)(B)    expenditures    pursuant   to   Regulations    Section
          1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing
          profits or losses  pursuant  to this  definition  of "Tax  Profits and
          Losses" shall be subtracted from such taxable income or loss;

               (c) any  further  adjustments  as the Tax  Matters  Member  deems
          necessary or  appropriate to satisfy the  requirements  of Regulations
          Section 1.704-1(b); and

               (d) notwithstanding  any other provision of this definition,  any
          items that are specially  allocated  pursuant to Section 8.6 shall not
          be taken into account in computing  profits or losses pursuant to this
          definition of "Tax Profits and Losses".

          The amounts of the items of Company  income,  gain,  loss or deduction
available to be specially  allocated pursuant to Section 8.6 shall be determined
by applying  rules  analogous to those set forth in  paragraphs  (a) through (d)
above.

          "TERMINATION DATE" has the meaning ascribed thereto in Section 2.5.

          "TOP-UP EVENT" has the meaning ascribed thereto in Section 2.6(b).

          "TRANSFER"  means  any  sale,   assignment,   transfer,   disposition,
mortgage,  pledge,  charge or encumbrance or contract to do or permit any of the
foregoing,  whether voluntary or by operation of law (and, in each case, whether
absolutely, beneficially, nominally, as collateral security or otherwise).

          "TRANSFEREE"  means any Person who has acquired a beneficial  interest
in a Member Interest in accordance with the terms of this Agreement.

          "TRANSFEROR"  means any  Person who has sold,  assigned,  transferred,
disposed of,  mortgaged,  pledged,  charged or  encumbered a Member  Interest or
contracted  to do or permit  any of the  foregoing,  whether  voluntarily  or by
operation of law.

          "UCC" has the meaning ascribed thereto in Section 2.8(b).

          "UNDERLYING  PORTFOLIO  ASSETS"  means,  collectively,  (i) Tax Credit
Investments  as to which the Rating  Condition for S&P shall have been satisfied
and notice shall have been given to Moody's and (ii) Multifamily Revenue Bonds.

          "U.S." means the United States of America.

          "WIND-DOWN DATE" means the date on which a Wind-Down Event occurs.

          "WIND-DOWN EVENT" has the meaning ascribed thereto in Section 12.1.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       9
<PAGE>



          Section 1.2. 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".  The
term "date hereof"  refers to the date of this  Agreement  first above  written.
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,
restated,  supplemented or otherwise  modified  (subject to any  restrictions on
such amendments, restatements, supplements or modifications set forth therein or
herein,  including  Section  14.5),  (b)  references  to any law,  constitution,
statute, treaty, regulation,  rule or ordinance,  including any section or other
part thereof (each,  for purposes of this Section 1.2, a "law"),  shall refer to
that law as amended from time to time and shall include any  successor  law, (c)
any  reference  herein to any Person shall be construed to include such Person's
successors and permitted assigns,  (d) the words "herein",  "hereof",  "hereto",
"hereunder" and "herewith",  and words of similar import,  shall be construed to
refer to this  Agreement  in its entirety  and not to any  particular  provision
hereof,  (e) all references herein to Sections,  Exhibits and Schedules shall be
construed  to  refer to  Sections  of,  and  Exhibits  and  Schedules  to,  this
Agreement,  unless otherwise  specified,  (f) accounting terms have the meanings
given to them by GAAP applied on a consistent basis by the accounting  entity to
which they  refer,  (g)  references  to  "dollars"  or "$" shall mean the lawful
currency of the U.S. and (h) 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.

                                   ARTICLE II
                 FORMATION, NAME, OFFICES AND PURPOSES; MEMBERS

          Section 2.1. FORMATION.  The Company was formed as a limited liability
company on June 15, 2006 by the filing of a  Certificate  of Formation  with the
Secretary of State of the State of Delaware (the  "CERTIFICATE  OF  FORMATION").
Except as otherwise provided in this Agreement, the rights, duties,  liabilities
and  obligations  of the Members,  present and future,  and the  administration,
dissolution,  winding up and termination of the Company shall be governed by the
Delaware LLC Act. This Agreement is the "limited liability company agreement" of
the Company as defined in Section  18-101(7) of the  Delaware LLC Act.  Holdings
shall be admitted as a Member upon its execution of a counterpart of a signature
page to this Agreement.  The existence of the Company as a separate legal entity
shall continue until cancellation of the Certificate of Formation as provided in
the Delaware LLC Act.

          Section  2.2.  NAME.  The name of the  Company  shall be  "Centerbrook
Financial LLC", and all business of the Company shall be conducted in such name.
The filing of the  Certificate  of Formation  with the Secretary of State of the
State of Delaware by Holdings,  as an authorized  person, is hereby ratified and
approved in all respects.  Upon the filing of the  Certificate of Formation with
the  Secretary of State of the State of  Delaware,  the powers of Holdings as an
"authorized  person"  ceased.  The Managing  Member is hereby  designated  as an
"authorized  person"  within the  meaning of the  Delaware  LLC Act.  Any Person
designated  as an  "authorized  person" by the Company is authorized to execute,
deliver  and file on behalf  of the  Company  any  certificate  or  certificates
required  by law to be  filed  in  connection  with  changes  in the name of the
Company or the  conduct of the  business  of the  Company  and shall  cause such
certificate  or  certificates  to be  filed  with the  appropriate  governmental
officials as an "authorized  person" within the meaning of the Delaware LLC Act,
if applicable.

          Section 2.3.  OFFICES.  The  principal  office of the Company shall be
located  at 625  Madison  Avenue,  New  York,  New  York  10022.  The  Company's
registered  office and the name of its  registered  agent at such address in the
State of Delaware  shall be as set forth in the  Certificate  of Formation.  The
Company may have such substituted and additional offices at such other locations
as the Managing  Member shall  designate.  The Company's  registered  office and
registered  agent in the State of Delaware  may be changed  from time to time by
filing  the  address  of the new  registered  office  and/or the name of the new
registered  agent with the Secretary of State of the State of Delaware  pursuant
to the Delaware LLC Act.

          Section 2.4. PURPOSES; POWER. The purpose of the Company shall be, and
the Company shall have the power and authority, to:

          (a) issue the Member Interests;

          (b) enter into,  and incur  liabilities  and  perform its  obligations
     under, any Program Document to which it is a party;

          (c) acquire,  hold and dispose of Permitted  Investments to the extent
     permitted hereunder;

          (d) make payments and distributions in accordance with Article XIII;



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       10
<PAGE>



          (f) enter into CDS and the Collateral Support Swap;

          (g) make Project Investments; (h) enter into Off-Setting Swaps;

          (i) take  such  actions  that are  necessary  or  appropriate,  in the
     Managing Member's reasonable discretion, to settle or resolve any claims or
     disputes or exercise or enforce its rights and remedies  relating to any of
     the foregoing, any Underlying Portfolio Assets or the Custody Agreement;

          (j) engage in such other activities  relating to the CDS Program as to
     which the Rating Condition shall have been satisfied; and

          (k) enter into, make and perform all contracts and other  undertakings
     and engage in all activities and transactions incidental to the foregoing;

PROVIDED that the Company shall in no event have the power or authority to:

               (i) engage in any activity  other than as required or  authorized
          by this Section 2.4 or any other provision of this Agreement; and

               (ii) enter into, make or perform any written contract,  agreement
          or other  undertaking  (other  than CDS)  that does not  contain a "No
          Petition;  Limited Recourse"  provision  substantially  similar to the
          provisions in Section 14.7 or amend any such  provision  without first
          satisfying the Rating Condition.

          Section 2.5. PROGRAM PERIOD. The term of the CDS Program shall consist
of two periods, the earlier period (the "PORTFOLIO  PERIOD"),  commencing on and
including the date hereof and ending on but excluding  the Wind-Down  Date,  and
the later period,  commencing on and including the Wind-Down  Date and ending on
and  including  the date (the  "TERMINATION  DATE") of the final  winding up and
liquidation of the CDS Program,  the final  distributions in respect thereof and
the payment in full of all obligations of the Company under the Debt Facilities.
The  Company  shall,  during  the  Portfolio  Period,  create and manage the CDS
Program in accordance with the Eligibility Criteria and the terms and conditions
of this Agreement.

          Section 2.6.  CAPITAL  MODEL(a) The Capital  Model shall be run by the
Managing  Member prior to  undertaking  any of the following  actions  (each,  a
"CAPITAL MODEL EVENT") to determine whether the Minimum Capital Requirement will
be met (after  giving  effect to any  proposed  transaction  and use of funds as
determined  by the Capital  Model),  and the Company  shall only be permitted to
undertake such Capital Model Event if such Minimum Capital  Requirement  will be
met  (after  giving  effect  to such  proposed  transaction  and use of funds as
determined by the Capital Model):

                    (i) ***;

                    (ii) ***;

                    (iii) ***;

                    (iv) ***;

                    (v) ***; and

                    (vi) ***.

          (b) The  Capital  Model shall be run by the  Managing  Member upon the
occurrence of any of the following  circumstances  (each,  a "TOP-UP  EVENT") to
determine whether the Minimum Capital Requirement is met (after giving effect to
any proposed transaction and use of funds as determined by the Capital Model):

                    (i) ***;

                    (ii) ***; and

                    (iii) ***.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       11
<PAGE>



Any  payments  required to be made by the Company in respect of any Top-Up Event
shall  be  made  by the  Company  regardless  of  whether  the  Minimum  Capital
Requirement  is met.  ***,  the Company  shall use its best efforts to do one or
more of the following to ensure that the Minimum Capital Requirement is met: (x)
request  Cash  capital  contributions  from  Holdings  and deposit the  proceeds
thereof in the Reserve Account and/or (y) increase the available  commitments in
respect of the  Senior  Facility  or the  Mezzanine  Facility  and/or (z) borrow
additional amounts under the Subordinated Debt Facility.

          (c) On the first Business Day of each Monthly Period,  commencing with
the first Monthly Period  beginning  after the date hereof,  the Managing Member
shall run the Capital Model to determine whether the Minimum Capital Requirement
is met. In addition,  the Managing  Member shall run the Capital  Model at least
once  during  each  calendar  week,  commencing  with the  first  calendar  week
beginning  after the date  hereof,  to  determine  whether the  Minimum  Capital
Requirement is met.

          (d) The Managing Member shall cause the Capital Model to be run at the
times  required  in this  Agreement  (including  pursuant  to  Section  13.3) in
accordance  with  the  procedures  set  forth in  Schedule  V and  otherwise  in
accordance with the terms of this Agreement.

          Section 2.7.  SCOPE OF MEMBERS'  AUTHORITY.  No Member (other than the
Managing Member to the extent that it is also a Member) shall have any authority
to bind or act for, or assume any obligations or  responsibilities on behalf of,
the Company.  Neither the Company nor any Member shall be  responsible or liable
for any  indebtedness  or  obligation  of any other  Member  incurred or arising
either before or after the execution of this Agreement.  The debts,  obligations
and liabilities of the Company,  whether arising in contract, tort or otherwise,
shall be the debts,  obligations  and  liabilities  solely of the  Company,  and
neither any Member nor the Independent Manager shall be obligated personally for
any such debt,  obligation or liability of the Company solely by reason of being
a Member or Independent Manager of the Company.

          Section 2.8. MEMBER  INTERESTS(a) The Member Interests to be issued to
Holdings  on the date hereof are duly  authorized  and  validly  issued  limited
liability company interests in the Company.

          (b) The Member  Interests  shall  constitute  "securities"  within the
meaning of (i) Article 8 of the Uniform  Commercial Code (the "UCC")  (including
Section  8-102(a)(15)  thereof)  as in effect  from time to time in the State of
Delaware  and in the State of New York and (ii) the law of any other  applicable
jurisdiction  that  presently  or  hereafter  substantially  includes  the  1994
revisions to Article 8 of the UCC as adopted by the American Law  Institute  and
the National  Conference of  Commissioners on Uniform State Laws and approved by
the American Bar Association on February 14, 1995.

          (c) The Members shall be entitled to receive  distributions in respect
of their Member  Interests  from the Company on each  Quarterly  Payment Date in
accordance with Section 13.3 to the extent of funds available therefor.

          (d) Members  shall be entitled to vote only in  connection  with those
matters  specified  in this  Agreement  as  requiring  the vote of the  Required
Members or in connection  with any amendment of this  Agreement or other Program
Document to which the Company is a party, as provided in Section 14.5.

          (d) The Member Interests shall not be redeemable.

          Section  2.9.  OTHER  JURISDICTIONS.  In the event  that the  Managing
Member determines that it is necessary for the Company to qualify to do business
under  the  laws  of one or more  jurisdictions  in  addition  to the  State  of
Delaware,  the Company  shall take such  actions as may be necessary to exist or
qualify to do  business  in each such  jurisdiction;  PROVIDED  that in any such
event the Company shall at all times continue to be a limited  liability company
formed under and governed by the provisions of the Delaware LLC Act.

          Section 2.10. CERTAIN COVENANTS RELATING TO SEPARATENESS; TRANSACTIONS
WITH  AFFILIATES.  Notwithstanding  anything to the  contrary  contained in this
Agreement,  the Company shall maintain its separate existence,  agrees that this
Section  2.10 is set forth  herein to qualify the  Company as a "single  purpose
entity",  and,  specifically,  shall conduct its affairs in accordance with, and
each Member  agrees that it will not take any actions in its  dealings  with the
Company or with other Persons  (including their creditors) that are inconsistent
with, the following:

          (a) The Company  shall:  (i) maintain and prepare  separate  financial
     reports (if any) and financial statements (if any) in accordance with GAAP,
     showing  its assets and  liabilities  separate  and apart from those of any
     other  Person,  and  will  not  have its  assets  listed  on the  financial
     statement of any other Person,  PROVIDED  that the Company's  assets may be
     included in a consolidated  financial statement of a Member if inclusion on
     such  consolidated  financial  statement  is  required  to comply  with the
     requirements of GAAP, but only if (x) such consolidated financial statement
     shall be  appropriately  footnoted  to the  effect  that the  Company  is a



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       12
<PAGE>



     separate  entity  and the  Company's  assets  are  separately  owned by the
     Company  and that they are being  included  on the  consolidated  financial
     statement of such Member  solely to comply with the  requirements  of GAAP,
     and (y) such assets shall be listed on the Company's  own separate  balance
     sheet; (ii) maintain accurate and appropriately  detailed books,  financial
     records  and  accounts,  including  checking  and other bank  accounts  and
     custodian and other securities safekeeping accounts,  that are separate and
     distinct  from those of any of its  Affiliates  and any other  Person;  and
     (iii) not permit any  Affiliate or any other Person  independent  access to
     its  bank  accounts,   except  as  specifically  provided  in  the  Program
     Documents.

          (b) The Company  shall not commingle or pool any of its funds or other
     assets with those of any Affiliate or any other  Person,  and it shall hold
     all of its assets in its own name.

          (c) The Company  shall  conduct  its own  business in its own name and
     shall not  operate,  or purport  to  operate,  collectively  as a single or
     consolidated business entity with respect to any Person.

          (d) The Company shall,  insofar as is consistent  with  commercial and
     business  circumstances  affecting  its business and  financial  condition,
     remain solvent and pay its own debts,  liabilities and expenses  (including
     overhead  expenses,  if any) only out of its own  assets as the same  shall
     become due;  PROVIDED  that this  Section  2.10(d)  shall not  constitute a
     guaranty or "keep well" obligation by any Member,  any  administrator of or
     with  respect to the Company or any other  Person in respect of the Company
     or its debts,  liabilities  or expenses or any  financial or balance  sheet
     condition or ratio of or relating to the Company.

          (e) The Company shall do, or cause to be done, all things necessary to
     observe  all  Delaware  limited  liability  company  formalities  and other
     organizational formalities,  and preserve its existence (subject to Article
     XI and the other express provisions hereof), and it shall not, nor shall it
     permit any  Affiliate  or any other Person to,  amend,  modify or otherwise
     change  this  Agreement  in a  manner  which  would  adversely  affect  the
     existence of the Company as a special purpose entity.

          (f) The Company shall not (i) guarantee, become obligated for, or hold
     itself or its credit out to be responsible for or available to satisfy, the
     debts or  obligations  of any other Person or (ii) control the decisions or
     actions  respecting  the daily  business  or affairs  of any other  Person,
     except in each case as permitted by or pursuant to the Program Documents.

          (g) The Company shall, to the extent it utilizes stationery,  invoices
     and checks,  maintain and utilize separate stationery,  invoices and checks
     bearing its own name.

          (h) The Company shall, at all times,  hold itself out to the public as
     a legal  entity  separate  and  distinct  from any other  Person  and shall
     correct any known misunderstanding regarding its separate identity.

          (i) The Company  shall not identify  itself as a division of any other
     Person.

          (j) The  Company  shall  maintain  its assets in such a manner that it
     will not be costly or  difficult  to  segregate,  ascertain or identify its
     individual assets from those of any Affiliate or any other Person.

          (k) The  Company  shall  not  use  its  separate  existence  to  abuse
     creditors  or to  perpetrate  a fraud,  injury or injustice on creditors in
     violation of applicable law.

          (l) The  Company  shall  not act with an intent  to  hinder,  delay or
     defraud any of its creditors in violation of applicable law.

          (m) The Company shall not make loans or advances to any Person, except
     as permitted by the Program Documents.

          (n) The  Company  shall not grant a Lien on any of its  assets for the
     benefit of any Person,  except for  Permitted  Liens and as permitted by or
     pursuant to the Program Documents.

          (o) The issuances of the Member  Interests to the Members are intended
     to be, and shall be  accounted  for on the  books,  records  and  financial
     statements  of the  Company  and the  Members  as, the  issuance  of equity
     capital and not as a loan by the Members to the Company.

          (p) The  Company  shall  make no  transfer  of its  assets,  except as
     permitted by or pursuant to the Program Documents.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       13
<PAGE>



          (q) The Company shall cause all material  transactions  and agreements
     between it and any one or more of its  Affiliates  (including  transactions
     and agreements pursuant to which assets or property of one is used or to be
     used by the other) to be entered  into in the names of the Persons that are
     parties to the  transaction  or agreement and to be formally  documented in
     writing.

          (r) To the extent that the Company and its Affiliates jointly contract
     or do  business  with  vendors  or  service  providers  or  share  overhead
     expenses,   the  Company   shall   allocate   fairly,   appropriately   and
     nonarbitrarily the costs and expenses incurred in so doing between or among
     such Persons, with the result that each such Person bears its fair share of
     all such costs and expenses.

          (s) To the extent that the Company  contracts  or does  business  with
     vendors  or service  providers  where the goods or  services  are wholly or
     partially  for the benefit of its  Affiliates,  it shall  allocate  fairly,
     appropriately  and  nonarbitrarily  the costs  incurred  in so doing to the
     Persons  for whose  benefit the goods or services  are  provided,  with the
     result  that each such  Person  bears its fair  share of all such costs and
     expenses.

          (t) The  Company  shall  ensure  that  decisions  with  respect to its
     business and daily operations  shall be made  independently by the officers
     of the Managing  Member and/or  agents or officers of the Company,  in each
     case acting in their capacity as such  (although the individual  making any
     particular decision may also be an employee, officer or director of any one
     or more of its Affiliates).

          (u) To the extent it occupies  any  premises  in the same  location or
     shares the use of equipment with its Affiliates, the Company shall allocate
     fairly,  appropriately  and  nonarbitrarily  any rent and overhead expenses
     among and between  such  Persons,  with the result that each bears its fair
     share of all such rent and expenses.

          (v) The Company shall maintain an arm's-length  relationship  with its
     Affiliates  and  enter  into   transactions   with  Affiliates  only  on  a
     commercially  reasonable  basis and on terms not less  favorable than those
     that  could be  obtained  from an  independent  third  party that is not an
     Affiliate of the Company.

          (w) The  Company  shall have no  employees,  but may have  officers as
     permitted under this Agreement.

          (x) The  Company  shall not enter  into any  transaction  of merger or
     consolidation or amalgamation,  or, to the fullest extent permitted by law,
     liquidate,  wind up or  dissolve  itself  (or  suffer  any  liquidation  or
     dissolution), except as provided in this Agreement.


          Section 2.11. GENERAL COVENANTS

The Company shall:

          (a) preserve and  maintain  all of its  material  rights,  privileges,
     licenses and franchises;

          (b) obtain and maintain,  or cause to be obtained and  maintained,  in
     full force and effect all  necessary  governmental  approvals  and  permits
     required to be obtained  in its name from time to time,  unless  failure to
     obtain or  maintain  the same would not  reasonably  be  expected to have a
     Material Adverse Effect with respect to the Company;

          (c)  comply  with the  requirements  of all  applicable  laws,  rules,
     regulations and orders of the SEC and all other governmental and regulatory
     authorities  if  failure to comply  with such  requirements  could  (either
     individually  or in the  aggregate)  have a Material  Adverse  Effect  with
     respect to the Company;

          (d) not change the last day of its Fiscal Year from December 31;

          (e) maintain insurance with financially sound and reputable  insurance
     companies,  and with respect to property  and risks of a character  usually
     maintained by companies  engaged in the same or similar business  similarly
     situated,  against  loss,  damage  and  liability  of the  kinds and in the
     amounts  customarily  maintained by such companies and, in any event, shall
     maintain business interruption  insurance for actual losses sustained for a
     twelve-month period;

          (f) cooperate with all reasonable  requests of the Company  Auditor in
     connection with the  performance of its agreed upon  procedures  reviews of
     the Company and, upon the completion of any such review,  the Company shall
     promptly deliver the results of such review to each Rating Agency;

          (g) enter into CDS only if (i) the  Eligibility  Criteria with respect
     to any such CDS shall have been satisfied, (ii) permitted by this Agreement
     and (iii) the Minimum Capital Requirement shall have been met (after giving
     effect to the proposed  transaction  and use of funds as  determined by the
     Capital Model);



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       14
<PAGE>



          (h) make Project  Investments  only if (i) permitted by this Agreement
     and (ii) the Minimum Capital  Requirement shall have been met (after giving
     effect to the proposed  transaction  and use of funds as  determined by the
     Capital Model);

          (i) enter into Off-Setting Swaps only if (i) the Eligibility  Criteria
     with respect to any such Off-Setting Swaps shall have been satisfied,  (ii)
     permitted by this Agreement,  (iii) the Minimum Capital  Requirement  shall
     have been met (after giving effect to the proposed  transaction  and use of
     funds as  determined  by the Capital  Model) and (iv) the Rating  Condition
     shall have been satisfied with respect thereto;

          (j) enter  into the  Collateral  Support  Swap or  release  any of the
     collateral subject to the Collateral Support Swap or permit any addition or
     substitution  of collateral in respect  thereof only if (i) the Eligibility
     Criteria  with respect to any such action shall have been  satisfied,  (ii)
     permitted by this Agreement and (iii) the Minimum Capital Requirement shall
     have been met (after giving effect to the proposed  transaction  and use of
     funds as determined by the Capital Model);

          (k) enter into any Hedging  Agreement  only in the ordinary  course of
     business and not for speculative  purposes, so long as the Rating Condition
     shall have been satisfied with respect thereto;

          (l) within 45 days after the end of each Fiscal Year,  commencing with
     the current  Fiscal Year,  or upon the request by the  Managing  Member for
     purposes of running the Capital  Model,  cause to be obtained an  Appraisal
     (i) for each CDS as to which the Company has made a settlement  payment but
     has not  received a  recovery  and (ii) with  respect  to each  outstanding
     Project  Investment  of the type  described  in clauses (i) and (ii) of the
     definition thereof;

          (m) not form or acquire any  subsidiaries,  except as permitted by the
     Program Documents;

          (n) not take any action that would require registration of the Company
     as an "investment company" under the Investment Company Act; and

          (o) to the extent that the Company  receives  any upfront  unamortized
     premiums in respect of CDS, the Company  shall  deposit such  premiums into
     the Reserve  Account for  application in accordance  with Section  13.3(b),
     PROVIDED that the restrictions set forth in this clause (o) shall not apply
     if and to the extent that the Rating Condition shall have been satisfied.

          Section 2.12.  REGISTER OF MEMBERS.  The Managing Member shall prepare
and maintain a register of the Members of the Company (the "REGISTER") and shall
enter into the  Register any Person who has become a Member in  accordance  with
Article X. The Managing Member shall record in the Register the name and mailing
address of each Member,  the date such Person became a Member and the percentage
of the Member  Interests held by such Member.  The initial  Register shall be in
the form  attached  hereto as Schedule I. The Managing  Member shall  furnish to
each Member,  within 15 days after  receipt by the Company of a written  request
therefor  from such Member,  a list,  in such form as such party may  reasonably
require,  of the  names  and  addresses  of the  Members  as of the most  recent
practicable  date.  Every Member,  by receiving  and holding a Member  Interest,
agrees that neither the Company nor any agent thereof shall be held  accountable
or liable for any losses that may occur by reason of the  disclosure of any such
information  as to the names and addresses of the Members under this  Agreement,
regardless of the source from which such  information  was derived.  The Company
and any  agent of the  Company  may treat the  Person in whose  name any  Member
Interest is registered  as the owner of such Member  Interest for the purpose of
receiving  distributions  pursuant  to Section  13.3 and for all other  purposes
whatsoever,  and  neither  the  Company  nor any agent of the  Company  shall be
affected by any notice to the contrary.

                                   ARTICLE III
                                    ACCOUNTS

          Section 3.1.  ESTABLISHMENT OF ACCOUNTS; USE OF AMOUNTS ON DEPOSIT. On
or prior to the date hereof,  the Company shall have established  account number
52800 (the "COLLECTION  ACCOUNT"),  account number 52801 (the "EXPENSE ACCOUNT")
and  account  number  52802  (the  "RESERVE  ACCOUNT"  and,  together  with  the
Collection  Account and the Expense Account,  the "ACCOUNTS"),  each at Deutsche
Bank Trust  Company  Americas,  into which the  Company  shall  deposit  amounts
required to be so deposited by the terms of this Agreement. The Company shall be
permitted  to invest and  reinvest  any Cash held in or credited to the Accounts
from time to time in Permitted  Investments.  The funds credited to the Accounts
shall only be used to make distributions and payments pursuant from time to time
to Sections 13.1 and 13.3.

          Section 3.2. COLLECTION ACCOUNT. The Company shall cause the following
amounts to be paid to it in the Collection Account:



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       15
<PAGE>



          (a) all earned  investment  income received by the Company,  including
     investment income earned on amounts in the Accounts;

          (b) all fees received by the Company in respect of CDS (other than any
     upfront unamortized premiums); and

          (c) all  settlement  payments  received  by the  Company in respect of
     Hedging Agreements.

          Section 3.3.  EXPENSE  ACCOUNT.  The Company shall cause the following
amounts to be paid to it in the Expense Account:

          (a) on the date hereof, a portion of the Initial Capital  Contribution
     in the amount equal to the Required Quarterly Expenses Amount; and

          (b) all  amounts  required  to be  deposited  in the  Expense  Account
     pursuant to Section 13.3(a).

          Section 3.4.  RESERVE  ACCOUNT.  The Company shall cause the following
amounts to be paid to it in the Reserve Account:

          (a) Cash proceeds of any borrowings under the Senior Facility;

          (b) Cash proceeds of any borrowings under the Mezzanine Facility;

          (c) Cash  proceeds  of any  borrowings  under  the  Subordinated  Debt
     Facility;

          (d) Cash  capital  contributions  made to the Company  (other than the
     portion of the  Initial  Capital  Contribution  in the amount  equal to the
     Required Quarterly Expenses Amount);

          (e) all recoveries and settlement  payments received by the Company in
     respect of CDS and the Collateral Support Swap;

          (f) all  settlement  payments  received  by the  Company in respect of
     Off-Setting Swaps;

          (g) all amounts received in respect of Project Investments;

          (h) all  amounts  required  to be  deposited  in the  Reserve  Account
     pursuant to Sections 2.11(o), 13.3(a) and 13.3(b); and

          (i) any other Cash  received  by the  Company  and not  required to be
     deposited in the Collection Account or the Expense Account.

                                   ARTICLE IV
                              CAPITAL CONTRIBUTIONS

          Section  4.1.  INITIAL  CAPITAL   CONTRIBUTION;   NO  FURTHER  CAPITAL
CONTRIBUTIONS REQUIRED. On the date hereof, the initial Member shall make a Cash
capital  contribution to the Company in the amount of $29,150,000  (the "INITIAL
CAPITAL  Contribution").  Thereafter,  no Member  shall be  required to make any
additional capital contribution to the Company.

          Section 4.2. NO NON-CASH CAPITAL CONTRIBUTIONS. After the date hereof,
capital  contributions  shall not be made or deemed to be made to the Company in
any form other than Cash.

          Section 4.3.  RIGHTS AND  OBLIGATIONS OF MEMBERS.  Except as otherwise
provided in this Agreement,  any other Program Document or the Delaware LLC Act:
(a) no Member (in its  capacity  as a Member)  shall have any  liability  to the
Company in excess of such Member's unpaid capital contributions that such Member
is  contractually  obligated to make;  (b) no Member shall have any liability to
any other  Member for the return or repayment  of the capital  contributions  of
such other Member;  (c) no Member shall be required to pay to the Company or any
other Member any deficit in its own or such other Member's Capital Account (upon
dissolution or otherwise);  and (d) no Member shall be personally liable for any
debts, obligations or losses of the Company.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       16
<PAGE>



                                    ARTICLE V
                           ADDITIONAL EQUITY INTERESTS

          Section 5.1.  ISSUANCE OF ADDITIONAL  EQUITY  INTERESTS.  The Managing
Member,  with the consent of each of the  Members,  is  authorized  to cause the
Company to issue additional  classes of equity (the "OTHER EQUITY") and to admit
Persons as Members in connection therewith, in one or more series or classes, or
in one or more  series of any such class  which may be senior or junior to other
Member  Interests,  which may  include  preferred  equity  entitling  the holder
thereof  to  receive   statutory   credits  in  connection  with  the  Community
Reinvestment  Act generated by the Company,  on such terms and conditions as the
Managing Member,  with the consent of each of the Members,  shall establish,  in
each case,  subject to Delaware law,  including (i) the  allocations of items of
Company income,  gain, loss,  deduction and credit with respect to the holder of
the Other Equity,  (ii) the rights of the holder of the Other Equity to share in
Company  distributions,  and (iii) the rights of the holder of the Other  Equity
upon dissolution and winding up of the Company, PROVIDED that in connection with
any such issuance the Rating Condition shall have been satisfied.

          Section 5.2.  AMENDMENTS TO REFLECT OTHER EQUITY. The Managing Member,
with the consent of each of the Members,  shall have the authority to amend this
Agreement  to the extent  necessary  to reflect the rights of the holders of the
Other Equity or additional  Member  Interests  issued in accordance with Section
5.1.

                                   ARTICLE VI
                        PARTICIPATION IN COMPANY PROPERTY

          Section 6.1. OWNERSHIP BY MEMBER OF COMPANY.  No Member shall have any
right of partition with respect to any property or assets of the Company. To the
fullest  extent  permitted by law, for so long as any  obligation of the Company
under any Program Document, CDS or Off-Setting Swap is outstanding,  each Member
hereby  irrevocably  waives  any right or power  that it might have to cause the
appointment  of a receiver  for all or any portion of the assets of the Company,
to compel any sale of all or any portion of the assets of the  Company  pursuant
to any  applicable  law or to file a complaint or to institute any proceeding at
law  or  in  equity  to  cause  the  dissolution,  liquidation,  winding  up  or
termination  of the  Company.  The  Member  shall not have any  interest  in any
specific  assets of the  Company,  and the Member shall not have the status of a
creditor with respect to any distribution  herein. The interest of the Member in
the Company is personal property.

          Section 6.2. RETURN OF CAPITAL.  Except as otherwise  provided herein,
no Member shall have any right to demand or receive a distribution in respect of
its Member Interest prior to the dissolution of the Company, and no Member shall
have the right to demand  that any such  distribution  to such  Member be in the
form  of  property  or  assets  other  than  Cash  in  return  for  its  capital
contribution to the Company.

                                   ARTICLE VII
                                   MANAGEMENT

          Section 7.1. MANAGEMENT BY THE MANAGING MEMBER.

          (a)  Except  with  respect  to  matters  as to which the  Members  are
required  to vote by  non-waivable  provisions  of the  Delaware  LLC Act or are
otherwise  entitled to vote  pursuant to this  Agreement  and subject to Section
11.4, (i) the powers of the Company shall be exercised by or under the authority
of, and the  business  and  affairs of the  Company  shall be managed  under the
direction of, the Managing Member and (ii) the Managing Member may make or cause
to be made all  decisions  and take or cause  to be taken  all  actions  for the
Company.

          (b) The Managing Member shall perform its  obligations  hereunder with
reasonable  care, using a degree of skill and attention not less than that which
the Managing Member or its Affiliates  would exercise (and in any event not less
than the  degree  of care and  skill  exercised  by other  similar  managers  of
recognized  standing)  with respect to comparable  assets managed for itself and
others having  similar  investment  objectives  and  restrictions.  The Managing
Member  agrees  that  its  obligations  hereunder  shall be  enforceable  by the
Company, the Lenders and any trustee or agent on behalf of the Lenders.

          Section 7.2. INDEPENDENT MANAGER. The Managing Member shall select and
appoint and be entitled to remove and  replace the  Independent  Manager  upon a
vacancy in such position.  The Independent  Manager shall at all times hold such
position until a successor shall have been appointed by the Managing Member. The
Independent  Manager  as of the date  hereof  is set  forth on  Schedule  II. In
addition  to being  appointed  by the  Managing  Member in  accordance  with the
preceding  sentence,  the Independent  Manager shall be a Person who is not, and
for at least two years prior to such  appointment  has not been, (i) a director,
officer,  employee,   partner,  member  or  stockholder  of  any  Person  owning
beneficially, directly or indirectly, any of the outstanding equity interests in
the Company,  its Members or Affiliates or (ii) a director,  officer,  employee,



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


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partner,  member or a stockholder  owning more than 1% of the outstanding equity
interests in any such beneficial owner's parent,  subsidiaries or Affiliates (in
each  case  other  than such  Person's  capacity  as  "Independent  Manager"  or
independent  manager of the Company,  any of its Affiliates or another direct or
indirect  special purpose  subsidiary of the Member).  The  Independent  Manager
shall act in its  capacity as a manager of the Company with only such duties and
rights as are expressly set forth in this Agreement.  The Independent Manager is
hereby  designated  as a "manager" of the Company  within the meaning of Section
18-101(10)  of the  Delaware  LLC Act with only such  duties  and  rights as are
expressly set forth in this Agreement.  To the fullest extent  permitted by law,
the  Independent  Manager shall consider the interests of the rated  debtholders
and other  creditors  of the  Company  (other than the Lenders in respect of the
Subordinated Debt Facility) in making determinations  hereunder. The Independent
Manager shall not be entitled to a vote on any matter other than a determination
by the  Managing  Member  to  commence  insolvency  proceedings,  including  the
commencement of a voluntary case under the Bankruptcy  Code, with respect to the
Company as required under Section 11.4.

          Section 7.3. ACTIONS BY MANAGING MEMBER.  Each Member, by execution of
this Agreement or its acceptance of a Member  Interest,  agrees to,  consents to
and  acknowledges  the delegation of powers and authority to the Managing Member
granted hereunder (subject to Section 11.4) and the actions and decisions of the
Managing Member that are within the scope of its power and authority as provided
herein  (including  the use by the  Managing  Member  of  property  owned  by or
licensed to the Company  (including the Capital  Model)).  The Company,  and the
Managing Member on behalf of the Company,  may enter into the Program  Documents
without any further  act,  vote or approval of any Member,  notwithstanding  any
other provision of this Agreement.  The Managing Member may authorize any Person
to enter into any other  document  permitted  hereunder on behalf of the Company
and to perform the duties  thereunder,  PROVIDED that the Managing  Member shall
not be relieved of any of its  obligations  hereunder or the standard of care in
respect thereof  regardless of the performance of any services by third parties.
The Managing  Member shall take all actions  necessary to administer the Program
Documents  in   accordance   with  their  terms  and  to  effect   payments  and
distributions  of expenses and in respect of Member Interests in accordance with
this  Agreement  and the other  Program  Documents  and take all other action on
behalf of the  Company in order to cause the Company to comply with the terms of
the Program Documents;  PROVIDED that the determination of the Company to engage
in any Bankruptcy Action with respect to itself, including the commencement of a
voluntary case under the Bankruptcy Code, shall require the affirmative vote (or
consent) of the  Independent  Manager as provided in Section 11.4.  The Managing
Member shall not take any action that would (i) materially violate any law, rule
or regulation of any governmental  body or agency having  jurisdiction  over the
Issuer  including  any Delaware law,  United States  Federal or state law or any
other law known to the Managing  Member to be  applicable  to the Company,  (ii)
require  registration  of the  Company  as an  "investment  company"  under  the
Investment  Company Act, or (iii) cause the Company to materially violate any of
the terms of the Program Documents or any other agreement  contemplated thereby.
The Managing  Member  agrees that it shall comply with all laws and  regulations
applicable to it in  connection  with the  performance  of its duties under this
Agreement  and the other  Program  Documents the violation of which has or could
reasonably  be expected to have a material  adverse  effect on the Company,  any
assets of the Company or the interests of the Lenders.

          Section  7.4.  OFFICERS.  Subject to the rights and  authority  of the
Managing Member,  the Company may have officers  consisting of a chief executive
officer,  president,  a chief financial  officer and a secretary to execute such
documents and  certificates as may be appropriate from time to time on behalf of
the Company. Such officers shall have such additional power and authority as the
Managing Member shall specify.

          Section 7.5. CONFLICTS OF INTEREST. Subject to the other provisions of
this  Agreement and the other Program  Documents  (including  the agreements and
obligations  of the  Managing  Member  herein):  (a) the  Managing  Member,  the
Independent  Manager  and each Member and officer of the Company at any time and
from time to time may engage in and possess interests in other business ventures
of any and every type and  description,  independently  or with others,  with no
obligation to offer to the Company, the Managing Member, the Independent Manager
or any Member or officer of the Company the right to  participate  therein;  (b)
the Company may transact  business  with the Managing  Member,  the  Independent
Manager or any Member or officer of the Company or any  Affiliate  of any of the
foregoing; PROVIDED that the terms of any such transaction are no less favorable
than those the Company could obtain from unrelated  third parties;  and (c) none
of the Managing Member, the Independent  Manager, any Member or any Affiliate of
any of the foregoing  shall be prohibited by this Agreement from engaging in any
other business or activity, whether or not in competition with the Company.

          Section  7.6.  BANK  ACCOUNTS.  Only the  Managing  Member,  the chief
executive  officer,  president,  the chief financial officer or the designees of
the  Managing  Member,  the  chief  executive  officer,  president  or the chief
financial  officer  in  accordance  with  authorization  cards on file  with the
Company's banks may sign checks on behalf of the Company, PROVIDED that only the
Managing Member may withdraw (or cause to be withdrawn) funds from the Accounts.

          Section  7.7.  COMPENSATION.  Except  as  otherwise  provided  in this
Agreement,  the other  Program  Documents  and the  Independent  Manager  Letter
Agreement dated as of June 28, 2006 (the "INDEPENDENT MANAGER LETTER AGREEMENT")
between the Company and the  Independent  Manager,  none of the  officers of the
Company,  the Managing Member, the Independent  Manager or any Affiliate thereof
shall be entitled under this Agreement to any  compensation  from the Company or
to  reimbursement  for  expenses  incurred in  connection  with the  business or
affairs of the Company.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


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          Section 7.8. INDEMNIFICATION OF MANAGING MEMBER,  INDEPENDENT MANAGER,
OFFICERS AND OTHER AGENTS(a) The Company shall indemnify,  to the fullest extent
now or  hereafter  permitted  by  law,  each  of the  Managing  Member  and  the
Independent  Manager  and any  Person  formerly  fulfilling  any  such  function
hereunder and the directors,  representatives,  officers,  employees, agents and
advisors of the  foregoing  (collectively,  the  "INDEMNIFIED  PERSONS")  to the
extent  any  such  Person  was  or is  made a  party  to or a  witness  in or is
threatened  to be made a party to or a witness  in any  threatened,  pending  or
completed  action or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason of the fact that such  Person is or was an  authorized
representative  of the  Company,  both as to  action in such  Person's  official
capacity and as to action in another  capacity at the  Company's  request  while
holding such office or  position,  against all  expenses  (including  reasonable
attorneys' fees and disbursements), judgments, fines (including excise taxes and
penalties) and amounts paid in settlement  actually and  reasonably  incurred by
such Person in connection with such action or proceeding.

          (b)  The  Company  shall  pay  all  expenses   (including   reasonable
attorneys'  fees  and  disbursements)  incurred  by  an  Indemnified  Person  in
defending  or appearing  as a witness in any action or  proceeding  described in
Section 7.8(a) in advance of the final  disposition of such action or proceeding
upon  receipt  of an  undertaking  by or on behalf  of such  Person to repay all
amounts advanced if it is ultimately determined that such Person is not entitled
to be indemnified by the Company as provided in Section 7.8(d).

          (c) The Company may, as determined by the Managing Member from time to
time,  indemnify,  to the fullest extent now or hereafter  permitted by law, any
Person who was or is made a party to or a witness in or is threatened to be made
a party to or a witness in, or was or is otherwise  involved in, any threatened,
pending  or  completed   action  or   proceeding,   whether   civil,   criminal,
administrative  or  investigative,  by reason of the fact that such Person is or
was an  authorized  representative  of the  Company,  both as to  action in such
Person's official capacity and as to action in another capacity at the Company's
request while holding such office or position,  against all expenses  (including
reasonable  attorneys'  fees and  disbursements),  judgments,  fines  (including
excise  taxes  and  penalties)  and  amounts  paid in  settlement  actually  and
reasonably incurred by such Person in connection with such action or proceeding.
The Company may, as  determined  by the Managing  Member from time to time,  pay
expenses (including  reasonable  attorneys' fees and disbursements)  incurred by
any such  Person by  reason  of such  Person's  participation  in any  action or
proceeding  described in this Section 7.8(c) in advance of the final disposition
of such action or proceeding  upon receipt of an  undertaking by or on behalf of
such Person to repay all amounts  advanced if it is ultimately  determined  that
such  Person is not  entitled  to be  indemnified  by the Company as provided in
Section 7.8(d).

          (d)  Indemnification  under this  Section 7.8 shall not be provided by
the Company in any case where a court determines that the alleged act or failure
to act giving rise to the claim for indemnification (i) is expressly  prohibited
by the  Delaware  LLC Act or any  successor  statute as in effect at the time of
such alleged action or failure to act or (ii)  constitutes  willful  misconduct,
bad faith,  fraud, gross negligence or reckless disregard of, or was outside the
scope of, a Person's duties.

          (e) The Company may purchase  and maintain  insurance on behalf of any
Person  who  is or  was  an  Indemnified  Person,  or is or  was  an  authorized
representative  of the  Company,  against  any  liability  asserted  against  or
incurred  by such Person in any such  capacity,  or arising out of the status of
such  Person  as such,  whether  or not the  Company  would  have  the  power or
obligation to indemnify such Person against such liability  under the provisions
of this Section 7.8.

          (f) Each Indemnified Person shall be deemed to act in such capacity in
reliance upon the rights of  indemnification  and advancement of expenses as are
provided in this Section 7.8. The rights of  indemnification  and advancement of
expenses provided by this Section 7.8 shall not be deemed exclusive of any other
rights to which any Person  seeking  indemnification  or advancement of expenses
may be entitled under any agreement,  statute or otherwise, both as to action in
such  Person's  official  capacity  and as to action in another  capacity at the
Company's  request while holding such office or position,  and shall continue as
to any Person who has ceased to be an authorized  representative  of the Company
and shall inure to the benefit of the heirs and personal representatives of such
Person. Indemnification and advancement of expenses under this Section 7.8 shall
be provided  whether or not the indemnified  liability  arises or arose from any
threatened,  pending or completed action by or in the right of the Company.  Any
repeal or modification of this Section 7.8 shall not adversely  affect any right
or protection  existing at the time of such repeal or  modification to which any
Person may be entitled under this Section 7.8.

          (g) No Member shall have any  obligation to indemnify any other Member
or any Indemnified Person, officer, agent or other authorized  representative of
the Company under any circumstances in connection with this Agreement.

          (h) No Member or officer of the  Company  or its agents  and/or  legal
representatives  shall be liable to any Member,  the Company or any other Person
for action or inaction which such Member, officer, agent or legal representative
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  unless such action or inaction  constitutes  willful  misconduct,  bad
faith, fraud, gross negligence or reckless disregard of, or is outside the scope
of, his or its  duties.  Each  Member may (on its own behalf or on behalf of any
representative   of  such  Member  or  the   respective   agents   and/or  legal
representatives  of any of them)  consult with  counsel,  accountants  and other
experts in respect of the  Company's  affairs,  and such  Person  shall be fully



***  Indicates material omitted pursuant to a confidential treatment request and
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<PAGE>



protected and  justified in any action or inaction  which is taken in accordance
with the  advice or  opinion  of such  counsel,  accountants  or other  experts.
Notwithstanding  any of the  foregoing to the contrary,  the  provisions of this
Section  7.8(h)  shall not be construed so as to relieve (or attempt to relieve)
(i) any Person of any  liability,  to the extent (but only to the  extent)  that
such liability may not be waived,  modified or limited under  applicable law but
shall be construed so as to effectuate  the provisions of this Section 7.8(h) to
the fullest extent  permitted by law or (ii) any Member of any liability for the
breach of any contract  related to the business of the Company,  including  this
Agreement.  In addition,  notwithstanding any duty (fiduciary or otherwise) that
might  otherwise  have  existed  at law or in  equity,  to  the  fullest  extent
permitted by law, no Member shall be deemed to owe any duty (including fiduciary
duties) to any Member,  the Company or any other Person in  connection  with (i)
the  business  of the  Company,  (ii) any action by any Member  pursuant to this
Agreement,  (iii) any approval or  withholding of consent  contemplated  by this
Agreement,  (iv) ownership of any Member Interest or (v) their separate business
activities or otherwise.  Notwithstanding any duty (fiduciary or otherwise) that
might  otherwise  have  existed  at law or in  equity,  to  the  fullest  extent
permitted  by law,  whenever in this  Agreement  the Members  are  permitted  or
required  to make a decision or to give or  withhold  approval  or consent,  the
Members  shall  be  entitled  to  act  in  their  sole   discretion.   Moreover,
notwithstanding  any duty  (fiduciary or otherwise)  that might  otherwise  have
existed at law or in equity,  to the fullest extent  permitted by law, no Member
shall have any obligation  whatsoever to otherwise consider the interests of the
other Members in exercising any rights pursuant to this Agreement.

          (i) No Indemnified  Person shall be liable to any Member, the Company,
any other  Indemnified  Person or any other Person for action or inaction  which
such Indemnified Person reasonably  believed to be in or not opposed to the best
interests of the  Company,  unless such action or inaction  constitutes  willful
misconduct,  bad faith,  fraud, gross negligence or reckless disregard of, or is
outside the scope of, his or its duties to the Company.  Each Indemnified Person
may (on its own  behalf or on behalf of the  Company  or the  respective  agents
and/or legal  representatives of any of them) consult with counsel,  accountants
and other experts in respect of the Company's affairs,  and such Person shall be
fully  protected  and  justified  in any  action or  inaction  which is taken in
accordance  with the  advice or opinion of such  counsel,  accountants  or other
experts. Notwithstanding any of the foregoing to the contrary, the provisions of
this  Section  7.8(i)  shall not be  construed  so as to relieve  (or attempt to
relieve) (i) any Person of any liability, to the extent (but only to the extent)
that such liability may not be waived,  modified or limited under applicable law
but shall be construed so as to effectuate the provisions of this Section 7.8(i)
to the fullest extent permitted by law or equity or (ii) any Indemnified  Person
of any  liability  for the breach of any  contract  related to its duties to the
Company,  including this Agreement.  In addition, to the extent permitted by law
or equity,  no  Indemnified  Person shall be deemed to owe any fiduciary duty to
any  Member  or any other  Person in  connection  with (i) the  business  of the
Company,  (ii) any action by any  Indemnified  Person or Member pursuant to this
Agreement,  (iii) any approval or  withholding of consent  contemplated  by this
Agreement or (iv) their separate  business  activities or otherwise.  Subject to
the agreements and obligations of the Managing  Member herein,  whenever in this
Agreement the Indemnified Person are permitted or required to make a decision or
to give or  withhold  approval  or  consent,  the  Indemnified  Person  shall be
entitled to act in their sole discretion and,  moreover,  no Indemnified  Person
shall have any  obligation  to otherwise  consider  the  interests of any of the
Members in exercising any rights pursuant to this Agreement.

          (j) The Managing  Member shall indemnify and hold harmless the Company
and its  directors,  representatives,  officers,  agents and  advisors  from and
against any and all losses, claims, damages,  judgments,  assessments,  costs or
other  liabilities  (and  will  reimburse  each  such  Person  for all  expenses
(including  reasonable  attorneys' fees and  disbursements))  in  investigating,
preparing,  pursuing or defending any claim, action, proceeding or investigation
with respect to any pending or threatened  litigation  caused by, or arising out
of or in connection  with,  the willful  misconduct,  bad faith,  fraud or gross
negligence  of the  Managing  Member or the  reckless  disregard by the Managing
Member of its duties hereunder.

          (k)  For  purposes  of  this   Section   7.8,  the  term   "authorized
representative" shall mean (i) the Managing Member or an officer or agent of the
Company or an administrator  or  committeeman,  or (ii) a Person serving another
limited liability company,  corporation,  partnership,  joint venture,  trust or
other  enterprise  in any of the  foregoing  capacities,  in the case of each of
clauses (i) and (ii), at the request of the Company.

                                  ARTICLE VIII
              DISTRIBUTIONS; ALLOCATIONS OF NET INCOME AND NET LOSS

          Section  8.1.  DISTRIBUTIONS.  Except as  otherwise  provided  in this
Agreement, on each Payment Date, the Managing Member shall make distributions to
the Members in the amounts,  at the times and in the order of priority set forth
in Section  13.3.  Notwithstanding  anything to the  contrary  contained in this
Agreement,  the Company shall not make any distribution to any Member on account
of its Member Interest if such distribution  would violate Section 18-607 of the
Delaware LLC Act or other applicable law.

          Section 8.2.  RECORD  DATES.  The record date for  distributions  with
respect to the Member  Interests  will be the last  Business Day of the calendar
month  preceding the month in which the  distribution  will be made (the "RECORD
DATE").



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          Section 8.3. RECEIPT OF  DISTRIBUTIONS.  The Members shall be entitled
to receive distributions  hereunder by wire transfer to the account specified in
writing by the applicable Member to the Company.  In each case, the account must
be  specified  in  writing  not later than the  Record  Date for the  applicable
Payment Date on which wire transfers will commence.

          Section 8.4. EXCESS PAYMENTS. Each Member shall be deemed to agree, by
its  acceptance  of a  Member  Interest,  that it  shall  promptly  remit to the
Managing Member (on behalf of the Company) any excess payment it has received.

          Section 8.5.  ALLOCATIONS.  To the extent  necessary if the Company is
treated as a partnership for U.S.  federal,  state and local income tax purposes
rather  than  as a  disregarded  entity,  after  giving  effect  to the  special
allocations  set forth in Section  8.6, Tax Profits and Losses and every item of
income,  gain,  deduction and loss entering into the computation thereof for any
Fiscal Year shall be allocated  to the Members  ratably  based on each  Member's
Ratable Percentage,  PROVIDED that in the Fiscal Year in which the Company sells
all or  substantially  all of its assets or in which it liquidates,  Tax Profits
and Tax Losses (and items  thereof)  shall be  allocated  so that each  Member's
positive  Capital  Account balance equals,  to the extent  possible,  the amount
distributable to such Person pursuant to Section 11.3.

          Section 8.6.  SPECIAL  ALLOCATIONS(a)  To the extent  necessary if the
Company is treated as a partnership for U.S. federal, state and local income tax
purposes  rather than as a disregarded  entity,  the Tax Matters Member may make
such  special  allocations  as are  required  for the  Company  to  satisfy  the
requirements  of  Regulations  Section  1.704-1(b)  and 1.704-2,  including such
allocations  as are  required  pursuant to the rules  governing  allocations  of
partner non-recourse  deductions,  minimum gain chargebacks and qualified income
offsets,  and may make  correlative  allocations  to  offset  such  allocations;
PROVIDED that no such allocation  shall affect the amount  distributable  to the
Members.

          (b) To the extent necessary if the Company is treated as a partnership
for  U.S.  federal,  state  and  local  income  tax  purposes  rather  than as a
disregarded  entity,  subject to the  requirement  of Section  704(c) of the Tax
Code, each item of income,  gain,  loss,  deduction or credit for federal income
tax purposes  shall be  allocated  among the Members in the same manner in which
corresponding items of Tax Profits and Losses were allocated pursuant to Section
8.5.

          (c) Upon the request of a  Transferee  or a  distributee  of a Company
distribution,  the Company may, in the sole  discretion of the Managing  Member,
make the election provided for in Section 754 of the Tax Code.

          (d) As used herein,  "TAX MATTERS  MEMBER" shall have the same meaning
as "tax  matters  partner"  as used in the Tax Code.  For so long as the initial
Member remains a Member,  it shall be the Tax Matters Member,  and otherwise the
Tax Matters  Member shall be the Member having the largest  Ratable  Percentage.
For all purposes of Sections 6221 through 6232 of the Tax Code,  the Tax Matters
Member  shall  make all tax  elections  available  in such  manner  as he or she
determines is in the best interest of a Required Members and consistent with the
Tax Code and the  Regulations.  In the event a tax controversy  shall arise, the
Tax Matters Member, with the consent of the Required Members,  shall employ such
attorneys and  accountants and other experts to represent the Company as the Tax
Matters Member  determines to be appropriate.  The Tax Matters Member shall have
exclusive  authority to settle any income tax controversy or initiate any income
tax  proceeding  required to be conducted,  maintained or settled in the name of
the Company,  PROVIDED that such action imposes no financial or other  liability
on any Member not affected by such claim, controversy, proceeding or settlement.

          Section 8.7. AMOUNTS WITHHELD.  All amounts withheld or required to be
withheld  pursuant  to the Tax  Code or any  provision  of any  state,  local or
foreign Tax law,  with respect to any  distribution  or  allocation to or by the
Company or to or by the  Members  and  treated by the Tax Code  (whether  or not
withheld  pursuant to the Tax Code) or any other  applicable  Tax law as amounts
payable by or in respect of the Members, any Person owning an interest, directly
or indirectly, in such Member, shall be treated as a distribution to the Members
with respect to which such amount was withheld pursuant to this Article VIII for
all  purposes  under this  Agreement  (including  an  appropriate  debit to such
Member's Capital Account).

                                   ARTICLE IX
                                   ACCOUNTING

          Section 9.1. BOOKS AND RECORDS.

          (a) The  Managing  Member  shall  cause to be kept books of account in
which shall be entered fully and  accurately  every  transaction of the Company.
The books of account shall be kept on the accrual  method of  accounting  and in
accordance with GAAP.

          (b) Such books of account,  together with all related  correspondence,
papers and other documents,  shall be kept at such offices of the Company as the
Managing  Member  shall  designate  and  shall,  upon  reasonable  notice to the



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


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Managing Member, be open to the examination of each Rating Agency, any Member or
its authorized  representatives  (who will be permitted to make copies of all or
any part thereof at such  Member's  cost) or any  governmental  agency which has
authority  over or any rights of  inspection  of the  Company or a Member.  Each
Member  agrees,  by execution of this  Agreement or its  acceptance  of a Member
Interest,  to keep the contents of all such books of account,  together with all
related correspondence,  papers and other documents, in confidence and shall not
disclose the same.

          Section 9.2. REPORTS AND NOTICES.

          (a) Any forms as may be required by the Service  shall be  distributed
to the Members within 120 days after the close of each Fiscal Year. The Managing
Member shall deliver,  or cause to be delivered,  at the Company's  expense,  to
each of the Members and (except for any reports or statements pursuant to clause
(v) below) each Rating Agency:

          (i) as soon as available and in any event within 45 days after the end
     of each of the  first  three  Fiscal  Quarters,  commencing  with the first
     Fiscal  Quarter after the date hereof,  (a) the statements of income of the
     Company for (i) such Fiscal  Quarter and (ii) if such Fiscal Quarter is the
     second or third  Fiscal  Quarter  of a Fiscal  Year,  the  period  from the
     beginning  of such Fiscal Year to the end of such Fiscal  Quarter,  (b) the
     related balance sheets (including any related notes thereto) of the Company
     as at the end of such Fiscal  Quarter and  statements of cash flows for the
     period  from the  beginning  of such  Fiscal Year to the end of such Fiscal
     Quarter  and  (c) a  certificate  of the  chief  financial  officer  of the
     Managing  Member,   which  certificate  shall  state  that  said  financial
     statements fairly present the financial condition and results of operations
     of the Company in accordance with GAAP, consistently applied, as at the end
     of, and for, such period, subject to normal year-end audit adjustments;

          (ii) as soon as  available  and in any event  within 90 days after the
     end of each Fiscal Year,  commencing  with the current Fiscal Year, (a) the
     statements  of income of the Company for such Fiscal Year,  (b) the related
     balance  sheets  (including any related notes thereto) of the Company as at
     the end of such Fiscal Year, (c) the related  statements of equity and cash
     flows  for  such  Fiscal  Year,  (d) the  related  notes  to the  financial
     statements and (e) an opinion of the Company  Auditor,  which opinion shall
     state that the final statements of income, retained earnings and cash flows
     and balance sheet  (including  the related notes thereto)  delivered  under
     this clause (a)(ii)  fairly present the financial  condition and results of
     operations  of the  Company as at the end of, and for,  such Fiscal Year in
     accordance with GAAP;

          (iii)  concurrently  with any delivery of financial  statements  under
     clause (i) or (ii) of this Section  9.2(a),  a certificate of an officer of
     the Company to the effect that no Wind-Down Event or Program  Violation has
     occurred and is continuing (or, if any Wind-Down Event or Program Violation
     has occurred and is continuing, describing the same in reasonable detail);

          (iv)  within 120 days after the end of each  Fiscal  Year,  commencing
     with the current Fiscal Year, copies of any reports or statements necessary
     for the Members to comply with any applicable  income tax  requirements  of
     the Tax Code with respect to such Person's investment in the Company;

          (v) as soon as available and in any event within 30 days after the end
     of each Fiscal  Quarter,  commencing  with the first Fiscal  Quarter ending
     after the date hereof, a statement of the federal net taxable income of the
     Company,  determined in accordance  with the Tax Code,  for (a) such Fiscal
     Quarter and (b) if such Fiscal Quarter is not the first Fiscal Quarter of a
     Fiscal Year,  the period from the  beginning of such Fiscal Year to the end
     of such Fiscal Quarter;

          (vi) as soon as  available  and in any event  within 15 Business  Days
     after the end of each  Fiscal  Quarter,  commencing  with the first  Fiscal
     Quarter ending after the date hereof, a statement detailing (a) all amounts
     deposited into the Collection  Account during such Fiscal Quarter,  (b) all
     amounts withdrawn from the Collection  Account (other than for distribution
     pursuant  to  Section  13.3(a))  during  such  Fiscal  Quarter  and the use
     thereof,  (c) all amounts  deposited  into the Expense  Account during such
     Fiscal Quarter,  (d) all amounts  withdrawn from the Expense Account during
     such Fiscal Quarter and the use thereof,  (e) all amount deposited into the
     Reserve  Account during such Fiscal  Quarter and (f) all amounts  withdrawn
     from the Reserve Account (other than for  distribution  pursuant to Section
     13.3(b)) during such Fiscal Quarter and the use thereof;

          (vii)  promptly  after the  occurrence  of any  Program  Violation,  a
     certificate of the chief financial  officer of the Company  describing such
     Program Violation in reasonable detail;

          (viii) as soon as available and in any event within five Business Days
     after the end of each calendar  week,  commencing  with the first  calendar
     week  beginning  after the date hereof,  a weekly report (a) describing the



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       22
<PAGE>



     outstanding  CDS,   Off-Setting  Swaps  and  Project  Investments  and  the
     Collateral  Support  Swap as of the last  day of such  calendar  week  and,
     except for Project  Investments,  containing a  certification  of the chief
     financial  officer,  president  or senior vice  president  of the  Managing
     Member stating whether the related Eligibility Criteria are satisfied as of
     the last day of such calendar  week  (together  with a reasonably  detailed
     summary of the related Eligibility Criteria), and (b) containing the inputs
     and the results with respect to each time the Capital  Model was run during
     such calendar week;

          (ix) on the first Business Day of each Collection  Period,  commencing
     with the first Collection Period beginning after the date hereof, an agreed
     upon procedures  review conducted by the Company Auditor in conformity with
     the procedures prescribed by the Rating Agencies;

          (x) promptly  upon the receipt of the same by the  Company,  copies of
     all reports  (including site inspection  reports and financial  statements)
     relating to each underlying property in the CDS Program; and

          (xi) from time to time such other information  regarding the financial
     condition,  operations  or business of the Company,  or  compliance  by the
     Company with the terms of this  Agreement and the other Program  Documents,
     as any Member may reasonably request.

          (b) The Managing Member, at the Company's  expense,  shall cause to be
prepared  and timely filed with  appropriate  federal and state  regulatory  and
administrative  bodies all reports required to be filed by the Company with such
entities under then-current applicable laws, rules and regulations. Such reports
shall  be  prepared  on the  accounting  or  reporting  basis  required  by such
regulatory  bodies.  Any Member shall be provided with a copy of any such report
upon  request  and  without  expense to such  Member.  Each  Member  agrees,  by
execution of this Agreement or its acceptance of a Member Interest,  to keep the
contents of all such reports in confidence  and shall not disclose the same. The
Managing Member hereby designates the Company Auditor as the independent  public
accountants for the Company,  and such independent public accountants may not be
discharged or otherwise replaced without the approval of the Managing Member.

          (c) In addition to the  reporting  requirements  above,  any report or
notice delivered under this Agreement or under any Debt Facility (including with
respect to any waiver, amendment or other modification) to any Person shall also
be delivered to each of the Rating  Agencies  and the  administrative  agents in
respect of the Debt Facilities.

                                    ARTICLE X
                             TRANSFERS AND ADMISSION

          Section 10.1.  TRANSFERS.  A Member may Transfer all or any portion of
its  Member  Interest  in the  Company  to any  Person,  PROVIDED  that  (i) the
affirmative  consent of each of the other  Members  shall have been obtained for
any  such  Transfer,   (ii)  such  Transfer  is  exempt  from  the  registration
requirements  of the Securities  Act, would not require the  registration of the
Company under the Investment  Company Act and is exempt under  applicable  state
and foreign  securities  laws (and the Company  may  require the  Transferee  to
provide a legal opinion in form and substance satisfactory to the Company to the
foregoing effect), (iii) such Transfer shall not be effective if (x) immediately
after giving effect to such Transfer,  Member Interests  corresponding to 25% or
more (as determined  under the Plan Asset  Regulation) of the aggregate value of
the outstanding  Member  Interests or of any other class of equity  interests in
the Company would be held by Benefit Plan  Investors (for purposes of making the
foregoing  determination,  Member  Interests  held by or for the  benefit of any
Person (other than a Benefit Plan Investor) that has discretionary  authority or
control over the assets of the Company or that provides  investment advice for a
fee (direct or indirect) with respect to such assets,  or is an "affiliate"  (as
defined in the Plan Asset Regulation) of any such Person,  shall be disregarded)
or (y) such  Transfer  would (1) cause the  Company  to be treated as a publicly
traded  partnership  or (2) result in  ownership  of the Member  Interests  by a
Member  that is not  treated as a United  States  person  within the  meaning of
section  7701(a)(30)  of the Tax  Code  and  (iv)  such  Transfer  shall  not be
effective  unless the Rating  Condition  shall have been  satisfied with respect
thereto.  The  Transferor  shall promptly give notice to the Company of any such
Transfer.

          Section 10.2. EFFECT OF PERMITTED TRANSFERS. Without execution of this
Agreement,  upon the Transfer of a Member  Interest to a Transferee as permitted
by this  Agreement,  which  Transfer  shall be deemed to constitute a request by
such  Person that the books and records of the  Company  reflect  such  Person's
admission  as a Member,  the Managing  Member shall record such  Transfer in the
Register as  contemplated  by Section  2.12 and such Person shall be admitted to
the  Company  as a Member and shall  become  bound by this  Agreement  upon such
recording.  No Member  shall be  permitted  to resign  as a Member  unless  such
resignation is in connection with a Transfer permitted under this Article X.

          Section 10.3. EFFECT OF VOID TRANSFERS.  In the event of any purported
Transfer  of any Member  Interest  (or  portion  thereof)  in  violation  of the
provisions of this  Agreement,  such purported  Transfer shall be void and of no
effect, and the Transferor shall remain as a Member.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       23
<PAGE>



          Section 10.4. RULE 144A INFORMATION. Upon the request of a Member, the
Company shall promptly  furnish or cause to be furnished such  information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision  thereto) to such  Member or to a  prospective  purchaser  of a Member
Interest designated by such Member, in order to permit compliance by such Member
with Rule 144A under the  Securities  Act in connection  with the resale of such
Member Interest.

                                   ARTICLE XI
                              TERM AND DISSOLUTION

          Section 11.1.  DISSOLUTION;  LIQUIDATING  EVENTS. The Company shall be
dissolved and its affairs wound up in accordance with the Delaware LLC Act, this
Agreement  (including  Article XII) and the other  Program  Documents (i) at any
time there are no Members,  unless the Company is continued in  accordance  with
the  Delaware LLC Act or this  Agreement,  or (ii) upon the entry of a decree of
judicial dissolution under Section 18-802 of the Delaware LLC Act.

          Section  11.2.  EFFECT OF WIND-DOWN  EVENT.  Upon the  occurrence of a
Wind-Down Event, the Company shall not thereupon be dissolved but shall continue
until the  winding up of the  affairs of the  Company  in  accordance  with this
Agreement  (including  Article  XII) and the other  Program  Documents  has been
completed and a certificate of cancellation has been filed with the Secretary of
State of the State of Delaware.

          Section  11.3.  DISSOLUTION.   Upon  dissolution,  the  Company  shall
continue solely for the purpose of winding up its affairs as provided in Section
11.2 and shall  liquidate its assets and satisfy the claims of its creditors and
Members.  Neither any Member nor the Managing  Member shall take any action that
would  prejudice  the winding up of the  Company's  business and affairs in such
manner. Subject to the Delaware LLC Act, the proceeds from such winding up shall
be applied and distributed in accordance with the priority of payments set forth
in  Section  13.3.  Upon the  completion  of the  winding up of the  Company,  a
certificate  of  cancellation,  setting  forth the  information  required by the
Delaware  LLC Act,  shall be filed with the  Secretary  of State of the State of
Delaware.

          Section 11.4. BANKRUPTCY AND INSOLVENCY  PROCEEDINGS.  Notwithstanding
any other  provision of this Agreement and any provision of law that so empowers
the Company,  none of the Company, the Members, the Managing Member or any other
Person on behalf of the Company  shall have  authority  to cause the Company to,
and the Company shall not, without the unanimous  consent of the Managing Member
and the Independent  Manager,  (i) institute  proceedings to have the Company be
adjudicated bankrupt or insolvent or consent to the institution of bankruptcy or
insolvency proceedings against the Company, including under the Bankruptcy Code;
(ii) file a petition  seeking,  or consent to, for or on behalf of the  Company,
reorganization  or relief under any applicable  federal or state law relating to
bankruptcy;  (iii)  consent  to  the  appointment  of  a  receiver,  liquidator,
assignee,  trustee or sequestrator (or other similar official) of the Company or
a substantial part of its property;  or (iv) make any assignment for the benefit
of creditors (collectively,  "BANKRUPTCY ACTIONS").  Each of the Managing Member
and the  Independent  Manager  shall,  to the fullest  extent  permitted  by law
(including  the  Delaware  LLC Act),  consider  the  interests  of the  Company,
including  specific  consideration of the interests of its rated debtholders and
other  creditors,  in acting or otherwise  voting on the matters  referred to in
this  Section  11.4.  The  provisions  of this  Section  11.4 shall  survive the
termination of this Agreement.

          Section 11.5. BANKRUPTCY CONSIDERATIONS (a) Upon the occurrence of any
event that causes the last remaining  Member to cease to be a Member (other than
upon (i) a Transfer by a Member of all of its Member Interests and the admission
of a  Transferee  pursuant  to  Article X and (ii)  resignation  of a Member and
admission of an additional  Member pursuant to Article X), to the fullest extent
permitted  by  law,  the  personal  representative  of  such  Member  is  hereby
authorized to, and shall,  within 90 days after the occurrence of the event that
terminated  the  continued  membership  of such Member in the Company,  agree in
writing (i) to continue  the Company and (ii) to the  admission  of the personal
representative  or its  nominee  or  designee,  as the case may be, as a Member,
effective  as of the  occurrence  of the event  that  terminated  the  continued
membership of the last remaining Member in the Company.

          (b)  Notwithstanding  any other  provision  of this  Agreement  to the
contrary,  the  Bankruptcy (as defined below) of any Member shall not cause such
Member to cease to be a Member and upon the  occurrence  of such an event or the
dissolution,  incapacity,  death,  insolvency or disability of any Member or the
Managing  Member,  to the fullest  extent  permitted by law,  the Company  shall
continue without dissolution.

          (c)  Notwithstanding  any other  provision  of this  Agreement  to the
contrary,  each Member and the Managing Member waives any right it might have to
agree in writing to dissolve the Company upon the  Bankruptcy  of such Member or
the Managing  Member,  or the  occurrence of an event that causes such Member to
cease to be a member of the Company.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       24
<PAGE>



          (d) As used in this Section 11.5, the term  "Bankruptcy"  means,  with
respect to any Person, if such Person (i) makes an assignment for the benefit of
creditors,  (ii) files a voluntary  petition in bankruptcy,  (iii) is adjudged a
bankrupt or  insolvent,  or has entered  against it an order for relief,  in any
bankruptcy or insolvency  proceedings,  (iv) files a petition or answer  seeking
for  itself  any   reorganization,   arrangement,   composition,   readjustment,
liquidation or similar relief under any statute, law or regulation, (v) files an
answer  or  other  pleading   admitting  or  failing  to  contest  the  material
allegations  of a petition  filed  against it in any  proceeding of this nature,
(vi) seeks, consents to or acquiesces in the appointment of a trustee,  receiver
or liquidator of the Person or of all or any substantial part of its properties,
or (vii) if 120 days after the commencement of any proceeding against the Person
seeking reorganization,  arrangement, composition,  readjustment, liquidation or
similar relief under any statute,  law or regulation,  if the proceeding has not
been dismissed, or if within 90 days after the appointment without such Person's
consent or acquiescence  of a trustee,  receiver or liquidator of such Person or
of all or any substantial part of its properties, the appointment is not vacated
or  stayed,  or  within 90 days  after  the  expiration  of any such  stay,  the
appointment is not vacated. The foregoing definition of "Bankruptcy" is intended
to replace and shall  supersede and replace the definition of  "Bankruptcy"  set
forth in Sections 18-101(1) and 18-304 of the Act.

                                   ARTICLE XII
                                WIND-DOWN PERIOD

          Section 12.1. WIND-DOWN EVENTS. The CDS Program shall commence winding
down in  accordance  with Section 12.2 upon the  occurrence of any of the events
(each, a "WIND-DOWN EVENT") expressly described below:

          (a) ***;

          (b) ***;

          (c) ***;

          (d) ***;

          (e) ***;

          (f) ***;

          (g) ***;

          (h) ***;

          (i) ***;

          (j) ***;

          (k) ***; and

          (l) ***.

          Section 12.2. WIND-DOWN PROCEDURES. Upon the occurrence and during the
continuance of a Wind-Down Event,  upon the occurrence of any Permanent  Minimum
Capital  Requirement  Event or during any period in which there is a  Defaulting
Lender party to the Senior Facility or the Mezzanine Facility:

          (a) ***;

          (b) ***;

          (c) ***;

          (d) ***; and

          (e) ***.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       25
<PAGE>



                                  ARTICLE XIII
                           PAYMENTS AND DISTRIBUTIONS

          Section 13.1. PAYMENTS FROM ACCOUNTS.

          (a) EXPENSE  ACCOUNT AND  COLLECTION  ACCOUNT.***

          (b) RESERVE  ACCOUNT.  Amounts in the Reserve Account shall be used by
     the Company for the following:

               (i) ***; and

               (ii) ***.

          Section 13.2.  PREPARATION  OF QUARTERLY  DISTRIBUTION  SCHEDULE.  The
Company  shall,  with  respect to each Fiscal  Quarter  prior to each  Quarterly
Payment  Date,  prepare a schedule (the  "DISTRIBUTION  SCHEDULE") in reasonable
detail of the amounts payable or otherwise  distributable in connection with the
CDS Program by the Company  pursuant to Section 13.3 for such Fiscal  Quarter on
such  Quarterly  Payment  Date.  The Company  shall  prepare  such  Distribution
Schedule based on the statement of deposits to and withdrawals from the Accounts
most  recently  delivered  pursuant to Section  9.2(a)(vi).  The  Company  shall
deliver to the Members a copy of the Distribution  Schedule with respect to each
Quarterly  Payment Date not later than 11:00 a.m. (New York City time) the fifth
Business Day immediately preceding such Quarterly Payment Date.

          Section 13.3.  DISTRIBUTIONS  ON PAYMENT  DATES.  The Company shall on
each Payment Date cause funds to be withdrawn  from the  Collection  Account and
the Reserve  Account (to the extent such funds were held therein on the last day
of the  preceding  Fiscal  Quarter or, if such Payment  Date is the  Termination
Date,  on the Business Day  immediately  preceding  the  Termination  Date (such
Fiscal Quarter or period,  the "COLLECTION  PERIOD")) and cause such funds to be
distributed or applied,  in respect of the amounts specified in the Distribution
Schedule to be paid on such Payment Date for the related  Collection  Period, as
follows:

          (a) COLLECTION ACCOUNT. Funds in the Collection Account (to the extent
     held  therein on the last day of the related  Collection  Period)  shall be
     distributed  or  applied on such  Payment  Date in the  following  order of
     priority for the  following  payments  (after giving effect to any payments
     made pursuant to Section 13.1(a)):

               (i) ***;

               (ii) ***;

               (iii) ***;

               (iv) ***;

               (v) ***;

               (vi) ***;

               (vii) ***;

               (viii) ***;

               (ix) ***;

               (x) ***;

               (xi) ***;

               (xii) ***;

               (xiii) ***;

               (xiv) ***; and

               (xv) ***.

          (b) RESERVE ACCOUNT.  Funds in the Reserve Account (to the extent held
     therein on the last day of the related Collection Period),  and not applied
     or set aside as a reserve (in the  reasonable  discretion  of the  Managing
     Member,  which discretion is hereby  authorized) for the purposes set forth
     in Section 13.1(a), shall be distributed or applied on such Payment Date in

***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       26
<PAGE>



     the following  order of priority for the following  payments  (after giving
     effect to any  payments  made  pursuant to Section 13.1 and the priority of
     payments set forth in Section 13.3(a)):

               (i) ***;

               (ii) ***;

               (iii) ***;

               (iv) ***;

               (v) ***; and

               (vi) ***.

          (c) RATABLE PAYMENTS.  Except as otherwise  expressly provided in this
     Section 13.3, if on any Payment Date the amount available in the Collection
     Account  and the  Reserve  Account  from  amounts  received  in the related
     Collection  Period  are  insufficient  to  make  the  full  amount  of  the
     disbursements  required by any  paragraph in this Section 13.3 to different
     Persons,  the  Company  shall  make the  disbursements  called  for by such
     paragraph  ratably  in  accordance  with  the  respective  amounts  of such
     disbursements  then due and  payable  to the  extent  funds  are  available
     therefor.

                                   ARTICLE XIV
                               GENERAL PROVISIONS

          Section 14.1.  BINDING  EFFECT AND BENEFIT.  This  Agreement  shall be
binding  upon,  and shall inure to the benefit of, the parties  hereto and their
successors and permitted assigns.  The Managing Member shall not Transfer any of
its obligations  under this Agreement without the consent of each of the Members
and the Rating  Agencies (and as to which the Rating  Condition  shall have been
satisfied).  In addition,  the parties hereto hereby  acknowledge and agree that
each of the  Members  and the  Independent  Manager  are  intended  third  party
beneficiaries of the provisions  relating to certain rights thereof as set forth
in this  Agreement  and  hereby  agree that they will not  amend,  supersede  or
otherwise change the effectiveness of the provisions contained in this Agreement
other than as provided in Section 14.5.

          Section 14.2.  CERTIFICATES,  ETC. The Company shall promptly cause to
be prepared  and  executed  all legally  required  applications,  registrations,
publications,   certificates   and   affidavits   for  filing  with  the  proper
governmental  authorities  and arrange for the  advertisement,  publication  and
filing thereof where required by law in any applicable jurisdiction.

          Section  14.3.  MEMBERS'  RELATIONSHIPS  INTER SE. Except as otherwise
provided in this  Agreement,  nothing  contained  herein  shall be  construed to
constitute  any  Member the agent of any other  Member or the  Company or in any
manner to limit the Members in the conduct of their own respective businesses or
activities.

          Section 14.4. NOTICES,  STATEMENTS, ETC. Unless otherwise specifically
provided in any Program Document, all notices, consents, directions,  approvals,
instructions,  requests  and other  communications  (each,  for purposes of this
Section 15.02, a "notice")  given to any party under any Program  Document shall
be in writing to such party at the address set forth in Schedule  III or at such
other  address  as such  party  shall  designate  by notice to each of the other
parties to such Program Document.  Each notice to the Company shall be delivered
to the Managing  Member.  Each notice to any party may be  delivered  personally
(including  delivery by private courier services) or by facsimile,  and shall be
deemed to be duly given or made when received  unless such day is not a Business
Day,  in which  case  such  delivery  shall be  deemed to be made as of the next
succeeding Business Day.

          Section 14.5. AMENDMENTS; ETC. No amendment,  restatement,  supplement
or other  modification,  or waiver  (each,  for purposes of this Section 14.5, a
"MODIFICATION"),  of any provision of this  Agreement  shall be  effective,  nor
shall the Company  consent to any  modification  of any other Program  Document,
without the written consent of the Required  Members and then such consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which given,  PROVIDED that, to effect any amendment to Sections 2.4 or 7.2, the
proviso in the last sentence of Section 7.3, or Sections  7.5,  7.7, 7.8,  11.4,
14.1 or this Section 14.5, the approval of the  Independent  Manager,  not to be
unreasonably  delayed or  withheld,  to such  amendment  must be  obtained.  The
Company  shall  notify  the Rating  Agencies  of any such  amendment,  waiver or
consent.

          Notwithstanding  the  foregoing,  the  Company  shall not  execute any
amendment to any Program  Document,  or provide any written  waiver,  consent or
similar  instrument  with  respect  thereto,  (i)  for  so  long  as  any of the



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       27
<PAGE>



obligations  of the Company  under any Debt  Facility are rated by either Rating
Agency,  unless the Rating  Condition  with  respect  to each  Rating  Agency is
satisfied  with  respect  to any such  amendment,  waiver,  consent  or  similar
instrument and (ii) that would directly reduce any amounts  distributable to any
Member  hereunder or materially  delay the timing of the receipt of such amounts
by any Member, in each case without the prior written consent of such Member.

          Section  14.6.  GOVERNING  LAW.  THE  LAWS OF THE  STATE  OF  DELAWARE
(WITHOUT  REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD CAUSE THE APPLICATION
OF THE  LAW OF ANY  OTHER  JURISDICTION)  SHALL  GOVERN  THE  VALIDITY  OF  THIS
AGREEMENT,  THE CONSTRUCTION OF ITS TERMS AND THE  INTERPRETATION  OF THE RIGHTS
AND DUTIES OF THE MEMBERS.

          Section 14.7. NO PETITION;  LIMITED  RECOURSE.  Each Member agrees, in
its capacity as a creditor of the Company,  (which agreement shall,  pursuant to
the terms of this  Agreement,  be  binding  upon its  successors,  assigns,  and
participants) that it shall not institute  against,  or join any other Person in
instituting  against, the Company any bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding,  or other proceeding under any federal or
state bankruptcy or similar law, for one year and a day (or, if longer, the then
applicable preference period) after the payment in full of all amounts due under
the Senior Facility,  the Mezzanine Facility and the Subordinated Debt Facility.
Notwithstanding  anything herein or any other Program  Document to the contrary,
the  obligations  of the Company owing to the Members,  the Managing  Member and
other Persons hereunder and thereunder are limited recourse and are payable only
from the  property  and  assets of the  Company,  only to the  extent  funds are
available for payment of such  obligations in accordance with the priorities set
forth in Article  XIII.  No  recourse  shall be had and no claim  shall be made,
whether by levy or execution or otherwise,  for the payment or  satisfaction  of
any  obligations  of the Company  hereunder or under any other Program  Document
against any Member or any of its assets,  other than the  property and assets of
the Company,  and no Member shall be liable for any  deficiency  judgment  based
thereon, it being expressly understood and agreed that the sole remedies of each
of the  Members  and any other  Person  with  respect to such  amounts  shall be
against the property and assets of the Company in accordance with this Agreement
(including Article XIII) and the other Program Documents.

          Section  14.8.  SEVERABILITY.  If any  term,  provision,  covenant  or
condition  of this  Agreement,  or the  application  thereof to any party or any
circumstance,  is held to be  unenforceable,  invalid or illegal (in whole or in
part) for any  reason  (in any  relevant  jurisdiction),  the  remaining  terms,
provisions, covenants and conditions of this Agreement, modified by the deletion
of the unenforceable, invalid or illegal portion (in any relevant jurisdiction),
will continue in full force and effect, and such unenforceablity,  invalidity or
illegality will not otherwise affect the enforceability, validity or legality of
the remaining  terms,  provisions,  covenants or conditions of this Agreement so
long as this  Agreement as so modified  continues to express,  without  material
change,  the original  intentions of the parties as to the subject matter hereof
and the deletion of such portion of this Agreement will not substantially impair
the  respective  expectations  or reciprocal  obligations  of the parties or the
practical realization of the benefits that would otherwise be conferred upon the
parties. If any provision hereof is held to be unenforceable, invalid or illegal
as stated above, the parties will endeavor in good faith negotiations to replace
such provision  with a valid  provision,  the economic  effect of which comes as
close as possible to that of the prohibited or unenforceable provision.

          Section  14.9.  COUNTERPARTS.   This  Agreement  may  be  executed  in
counterparts, each of which when executed shall be deemed to be an original, but
all of  which  taken  together  shall  constitute  one and the  same  agreement.
Delivery of an executed  counterpart  of a signature  page to this  Agreement by
telecopy  shall be effective as delivery of a manually  executed  counterpart of
this Agreement.

          Section  14.10.  WAIVER OF JURY  TRIAL.  EACH PARTY TO THIS  AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING,
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

          Section 14.11. NO WAIVER;  CUMULATIVE REMEDIES. No failure on the part
of any Person to  exercise,  and no delay in  exercising,  any right  under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise  thereof or the exercise of any other right.  The remedies  provided in
this  Agreement are  cumulative  and not  exclusive of any remedies  provided by
applicable law.

          Section 14.12.  CONSENT TO  JURISDICTION.  Each Member (i) irrevocably
submits to the jurisdiction of any Delaware State court or Federal court sitting
in Wilmington, Delaware and of any New York State court or Federal court sitting
in the Borough of Manhattan in any action  arising out of this  Agreement,  (ii)
agrees  that all  claims in such  action may be  decided  in such  court,  (iii)
waives,  to the  fullest  extent it may  effectively  do so,  the  defense of an
inconvenient  forum and (iv) consents,  to the fullest extent it may effectively
do so, to the  service of process by mail.  A final  judgment in any such action
shall be conclusive and may be enforced in other  jurisdictions.  Nothing herein
shall  affect  the  right of any  party to serve  legal  process  in any  manner
permitted by law or affect its right to bring any action in any other court.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       28
<PAGE>



          Section  14.13.  CERTAIN TAX MATTERS.  It is the intent of the parties
hereto that, for so long as there is a single owner of the Member Interests, the
Company shall be treated as a disregarded entity of such single owner within the
meaning of Regulations Section 301.7701-3,  and, if there is more than one owner
of the Member Interests,  the Company shall be treated as a partnership for U.S.
federal, state and local income tax purposes. The parties hereto and each Member
shall take no action (including  filing any tax return,  election or information
return) inconsistent with the foregoing.

          Section  14.14.  STANDARDS OF  DISCRETION.  Notwithstanding  any other
provision of this Agreement or otherwise  applicable provision of law or equity,
whenever in this  Agreement a Person is permitted or required to make a decision
(i) in its  "sole  discretion"  or  "discretion"  or  under a grant  of  similar
authority  or  latitude,  such Person  shall be  entitled to consider  only such
interests and factors as it desires,  including its own interests, and shall, to
the fullest  extent  permitted by applicable  law, have no duty or obligation to
give any  consideration to any interest of or factors affecting any other Person
or (ii) in its "good faith" or under another express standard, such Person shall
act  under  such  express  standard  and shall  not be  subject  to any other or
different standards.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


                                       29
<PAGE>



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

                             CENTERBROOK HOLDINGS LLC, as the sole Member and as
                             the Managing Member



                             By: /S/ JAMES SPOUND
                                 ----------------
                           Name: James Spound
                          Title: President



                             JOSEPH K. WINRICH, as the Independent Manager


                             By: /S/ JOSEPH K. WINRICH
                                 ---------------------
                           Name: Joseph K. Winrich
                          Title: Independent Manager



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                      Schedule I
                                     MEMBERS

MEMBER NAME
-----------
Centerbrook Holdings LLC
625 Madison Avenue
New York, New York 10022
Attention: James Spound



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                     Schedule II

                 LIST OF MANAGING MEMBER AND INDEPENDENT MANAGER



MANAGING MEMBER                                         Centerbrook Holdings LLC



INDEPENDENT MANAGER                                     Joseph K. Winrich



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                    Schedule III

                              ADDRESSES FOR NOTICES

Centerbrook Holdings LLC
625 Madison Avenue
New York, New York 10022
Attention: James Spound
Facsimile No.: 212-317-5762



Independent Manager
Joseph K. Winrich
100 Canal Pointe Boulevard, Suite 108
Princeton, NJ 08540
Facsimile No.: 802-365-7959



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                     Schedule IV

                              ELIGIBILITY CRITERIA

Capitalized  terms  used  solely  in this  Schedule  IV are  defined  in Annex A
attached hereto.

I. CDS.
   ---

At the time the Company  enters into any CDS or the  Collateral  Support Swap (a
"NEW  SWAP"),  or at the  time of any  addition  or  substitution  of any of the
collateral  subject  to the  Collateral  Support  Swap,  or such  other  time as
specified  below,  such New Swap, such addition or substitution  and the overall
CDS Program must meet the following criteria (which criteria,  for the avoidance
of doubt,  includes such New Swap), or, in the case of any of the  concentration
limits set forth below that are not in compliance at the time the Company enters
into any New Swap or at the time of any such addition or substitution,  such New
Swap or such  addition  or  substitution  does not cause any such  concentration
limit to be out of  compliance in a manner worse than  immediately  prior to the
Company's entering into such New Swap or such addition or substitution.  For all
purposes of this Schedule IV, (i) references to the Underlying  Portfolio  Asset
or Multifamily  Revenue Bond in respect of the Collateral  Support Swap shall be
deemed to be references to the bonds constituting  collateral for the Collateral
Support Swap and (ii) references to the "CDS Program" shall be deemed to include
the Collateral Support Swap.

          ***.

II. OFF-SETTING SWAPS.
    -----------------

At the time the Company enters into any Off-Setting  Swap, such Off-Setting Swap
must meet the following  criteria (which  criteria,  for the avoidance of doubt,
includes such Off-Setting Swap):

          ***.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>


***       Indicates  material  omitted  pursuant  to  a  confidential  treatment
          request  and  filed   separately  with  the  Securities  and  Exchange
          Commission.


<PAGE>



                                                                         ANNEX A

          ***.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                      Schedule V

                            CAPITAL MODEL PROCEDURES

          The  following  describes  the process to be followed  for running the
Capital  Model,  including  an outline of the  information  required  to run the
Capital  Model and a  description  of the  parameters  and  inputs  that must be
updated before  running the model.  Terms used but not defined herein shall have
the meanings assigned thereto in the Operating  Agreement to which this Schedule
V is attached.

          ***.



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                       Exhibit A

                                  FORMS OF CDS

                                [TO BE ATTACHED]

                                [EXHIBIT OMITTED]



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                       Exhibit B

                           FORMS OF CUSTODY AGREEMENT

                                [TO BE ATTACHED]

                                [EXHIBIT OMITTED]



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                       Exhibit C

                        FORMS OF COLLATERAL SUPPORT SWAP

                                [TO BE ATTACHED]

                                [EXHIBIT OMITTED]



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                       Exhibit D

                         FORMS OF TAX CREDIT INVESTMENTS

                                [TO BE ATTACHED]

                                [EXHIBIT OMITTED]



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.


<PAGE>



                                                                       Exhibit E

                       FORM OF SUBORDINATED DEBT FACILITY

                                [TO BE ATTACHED]

                                [EXHIBIT OMITTED]



***  Indicates material omitted pursuant to a confidential treatment request and
     filed separately with the Securities and Exchange Commission.