EXHIBIT 10.5

                                                                  EXECUTION COPY






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                            MEZZANINE LOAN AGREEMENT


                                   dated as of


                                  June 28, 2006


                                      among


                            CENTERBROOK FINANCIAL LLC


                            The Lenders Party Hereto


                                       and


                                 CITIBANK, N.A.,
                               as Mezzanine Agent

                           ---------------------------


                          IXIS FINANCIAL PRODUCTS INC.,
                              as Sole Lead Arranger

                                 CITIBANK, N.A.,
                               as Sole Bookrunner





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<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----
<S>      <C>                  <C>                                                                               <C>
ARTICLE I DEFINITIONS............................................................................................1

         SECTION 1.01.        DEFINED TERMS......................................................................1
         SECTION 1.02.        CLASSIFICATION OF LOANS AND BORROWINGS.............................................8
         SECTION 1.03.        TERMS GENERALLY....................................................................8
         SECTION 1.04.        ACCOUNTING TERMS; GAAP.............................................................8

ARTICLE II THE CREDITS...........................................................................................8

         SECTION 2.01.        COMMITMENTS........................................................................8
         SECTION 2.02.        LOANS AND BORROWINGS...............................................................8
         SECTION 2.03.        REQUESTS FOR BORROWINGS............................................................9
         SECTION 2.04.        FUNDING OF BORROWINGS..............................................................9
         SECTION 2.05.        INTEREST RATE ELECTIONS...........................................................10
         SECTION 2.06.        TERMINATION AND REDUCTION OF COMMITMENTS..........................................10
         SECTION 2.07.        REPAYMENT OF LOANS; EVIDENCE OF DEBT..............................................11
         SECTION 2.08.        PREPAYMENT OF LOANS...............................................................11
         SECTION 2.09.        FEES..............................................................................11
         SECTION 2.10.        INTEREST..........................................................................12
         SECTION 2.11.        ALTERNATE RATE OF INTEREST........................................................12
         SECTION 2.12.        INCREASED COSTS...................................................................12
         SECTION 2.13.        BREAK FUNDING PAYMENTS............................................................13
         SECTION 2.14.        TAXES.............................................................................13
         SECTION 2.15.        PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.......................14
         SECTION 2.16.        MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS....................................15
         SECTION 2.17.        LENDER RATING CRITERIA............................................................16

ARTICLE III REPRESENTATIONS AND WARRANTIES......................................................................16

         SECTION 3.01.        ORGANIZATION; POWERS..............................................................16
         SECTION 3.02.        AUTHORIZATION; ENFORCEABILITY.....................................................17
         SECTION 3.03.        GOVERNMENTAL APPROVALS; NO CONFLICTS..............................................17
         SECTION 3.04.        PROPERTIES........................................................................17
         SECTION 3.05.        LITIGATION........................................................................17
         SECTION 3.06.        COMPLIANCE WITH LAWS AND AGREEMENTS...............................................17
         SECTION 3.07.        INVESTMENT COMPANY STATUS.........................................................17
         SECTION 3.08.        TAXES.............................................................................17
         SECTION 3.09.        ERISA.............................................................................17
         SECTION 3.10.        DISCLOSURE........................................................................17
         SECTION 3.11.        SOLVENCY..........................................................................18
         SECTION 3.12.        SECURITY DOCUMENTS................................................................18
         SECTION 3.13.        CAPITALIZATION....................................................................18

ARTICLE IV CONDITIONS...........................................................................................18

         SECTION 4.01.        EFFECTIVE DATE....................................................................18
         SECTION 4.02.        EACH CREDIT EVENT.................................................................19

ARTICLE V AFFIRMATIVE COVENANTS.................................................................................19

         SECTION 5.01.        FINANCIAL STATEMENTS; RATINGS CHANGE AND OTHER INFORMATION........................20
         SECTION 5.02.        NOTICES OF MATERIAL EVENTS........................................................20
         SECTION 5.03.        EXISTENCE; CONDUCT OF BUSINESS....................................................21
         SECTION 5.04.        PAYMENT OF OBLIGATIONS............................................................21
         SECTION 5.05.        MAINTENANCE OF PROPERTIES; INSURANCE..............................................21
         SECTION 5.06.        BOOKS AND RECORDS; INSPECTION RIGHTS..............................................21
         SECTION 5.07.        COMPLIANCE WITH LAWS; CONTRACTUAL OBLIGATIONS.....................................21
         SECTION 5.08.        CERTAIN ADDITIONAL ACTIVITIES.....................................................21
         SECTION 5.09.        FURTHER ASSURANCES................................................................21
         SECTION 5.10.        USE OF PROCEEDS...................................................................22

</TABLE>


                                       (i)
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<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----
<S>      <C>                  <C>                                                                               <C>
ARTICLE VI NEGATIVE COVENANTS...................................................................................22

         SECTION 6.01.        INDEBTEDNESS......................................................................22
         SECTION 6.02.        LIENS.............................................................................22
         SECTION 6.03.        FUNDAMENTAL CHANGES...............................................................22
         SECTION 6.04.        INVESTMENTS.......................................................................23
         SECTION 6.05.        CAPITAL EXPENDITURE...............................................................23
         SECTION 6.06.        RESTRICTED PAYMENTS...............................................................23
         SECTION 6.07.        TRANSACTIONS WITH AFFILIATES......................................................23
         SECTION 6.08.        CERTAIN INDEBTEDNESS..............................................................23
         SECTION 6.09.        CAPITAL MODEL.....................................................................23
         SECTION 6.10.        FORMS.............................................................................23
         SECTION 6.11.        BUSINESS ACTIVITIES...............................................................23
         SECTION 6.12.        BANKRUPTCY........................................................................23

ARTICLE VII EVENTS OF DEFAULT...................................................................................24


ARTICLE VIII THE MEZZANINE AGENT................................................................................26


ARTICLE IX MISCELLANEOUS........................................................................................27

         SECTION 9.01.        NOTICES...........................................................................27
         SECTION 9.02.        WAIVERS; AMENDMENTS...............................................................27
         SECTION 9.03.        EXPENSES; INDEMNITY; DAMAGE WAIVER................................................28
         SECTION 9.04.        SUCCESSORS AND ASSIGNS............................................................29
         SECTION 9.05.        SURVIVAL..........................................................................30
         SECTION 9.06.        COUNTERPARTS; INTEGRATION; EFFECTIVENESS..........................................31
         SECTION 9.07.        SEVERABILITY......................................................................31
         SECTION 9.08.        GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS........................31
         SECTION 9.09.        WAIVER OF JURY TRIAL..............................................................31
         SECTION 9.10.        HEADINGS..........................................................................31
         SECTION 9.11.        CONFIDENTIALITY...................................................................31
         SECTION 9.12.        USA PATRIOT ACT...................................................................32


SCHEDULES:
---------

Schedule 2.01    --    Commitments

EXHIBITS:
--------

Exhibit A    --    Form of Assignment and Assumption
Exhibit B    --    Form of Opinion of Borrower's Counsel
Exhibit C    --    Form of CDS Security Agreement

</TABLE>


                                      (ii)
<PAGE>



               MEZZANINE  LOAN  AGREEMENT  dated  as  of  June  28,  2006  among
Centerbrook  Financial  LLC, the LENDERS  party hereto,  and Citibank,  N.A., as
Mezzanine Agent.

               The parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.01. DEFINED TERMS. As used in this Agreement,  the following
terms have the meanings specified below:

               "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing,  are bearing interest
at a rate determined by reference to the Base Rate.

               "ADMINISTRATIVE    QUESTIONNAIRE"    means   an    Administrative
Questionnaire in a form supplied by the Mezzanine Agent.

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

               "APPLICABLE  PERCENTAGE"  means, with respect to any Lender,  the
percentage of the total Commitments represented by such Lender's Commitment.  If
the Commitments have terminated or expired, the Applicable  Percentages shall be
determined based upon the Commitments most recently in effect,  giving effect to
any assignments.

               "APPROVED  FUND" means any Person  (other than a natural  person)
that is engaged in making,  purchasing,  holding or  investing in bank loans and
similar  extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender,  (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

               "ASSIGNMENT  AND  ASSUMPTION"  means an assignment and assumption
entered  into by a Lender and an  assignee  (with the consent of any party whose
consent is required by Section 9.04),  and accepted by the Mezzanine  Agent,  in
the form of Exhibit A or any other form approved by the Mezzanine Agent.

               "AVAILABILITY  PERIOD"  means the period from and  including  the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

               "AVAILABLE  MEZZANINE  LOAN  AMOUNT"  means,  with respect to any
Lender,  initially the  "Available  Mezzanine Loan Amount" of such Lender as set
forth on Schedule 2.01 or in the  Assignment  and  Assumption  pursuant to which
such Lender shall have assumed its Commitment, as applicable,  and thereafter an
adjusted  amount as  determined  by the Capital Model after the Capital Model is
run as prescribed by the Operating Agreement (including on any date on which the
Borrower  enters into a CDS),  as such  Available  Mezzanine  Loan Amount may be
reduced or increased  from time to time  pursuant to  assignments  by or to such
Lender  pursuant to Section 9.04 or reduced  pursuant to Article  VII,  PROVIDED
that (a) at no time shall such Lender's  Available  Mezzanine Loan Amount exceed
such Lender's  Commitment  and (b) at all times the  proportion of such Lender's
Available Mezzanine Loan Amount to all Lenders' Available Mezzanine Loan Amounts
shall be equal to the  proportion  of such  Lender's  Commitment to all Lenders'
Commitments.

               "BANKRUPTCY  EVENT" has the meaning  assigned to such term in the
Operating Agreement.

               "BASE  RATE"  means,  for any day, a rate per annum  equal to the
higher of (a) the Prime  Rate in  effect on such day and (b) the  Federal  Funds
Effective Rate in effect on such day PLUS 1/2 of 1%. Any change in the Base Rate
due to a change in the Prime Rate or the Federal Funds  Effective  Rate shall be
effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.

               "BOARD"  means  the Board of  Governors  of the  Federal  Reserve
System of the United States of America.

               "BORROWER"  means  Centerbrook  Financial LLC, a Delaware limited
liability company.


<PAGE>



               "BORROWING"  means  Loans of the same Type,  made,  converted  or
continued on the same date and, in the case of Eurodollar  Loans,  as to which a
single Interest Period is in effect.

               "BORROWING  REQUEST"  means  a  request  by  the  Borrower  for a
Borrowing in accordance with Section 2.03.

               "BUSINESS  DAY" means any day that is not a  Saturday,  Sunday or
other day on which  commercial banks in New York City are authorized or required
by law  to  remain  closed;  PROVIDED  that,  when  used  in  connection  with a
Eurodollar  Loan,  the term  "BUSINESS  DAY" shall also exclude any day on which
banks are not open for  dealings  in dollar  deposits  in the  London  interbank
market.

               "CAPITAL LEASE  OBLIGATIONS"  of any Person means the obligations
of such  Person  to pay rent or  other  amounts  under  any  lease of (or  other
arrangement  conveying  the  right  to use)  real  or  personal  property,  or a
combination  thereof,  which  obligations  are  required  to be  classified  and
accounted  for as capital  leases on a balance  sheet of such Person under GAAP,
and the  amount of such  obligations  shall be the  capitalized  amount  thereof
determined in accordance with GAAP.

               "CAPITAL  MODEL"  has the  meaning  assigned  to such term in the
Operating Agreement.

               "CDS" has the  meaning  assigned  to such  term in the  Operating
Agreement.

               "CDS  HOLDERS"  has the meaning  assigned to such term in Section
6.02(c).

               "CDS SECURITY AGREEMENT" means the Security Agreement dated as of
the date hereof between the Borrower and the collateral  agent party thereto and
in substantially the form of Exhibit C.

               "CHANGE  IN  CONTROL"  means at any time  (i)  Holdings  does not
directly  own 100% of the  Voting  Interests  of the  Borrower,  (ii) prior to a
Qualified IPO, CharterMac and its Controlled affiliates do not collectively own,
directly  or  indirectly,  at least  51% of each  class of Voting  Interests  of
Holdings,  or  (iii)  after a  Qualified  IPO,  CharterMac  and  its  Controlled
affiliates does not collectively  own,  directly or indirectly,  at least 25% of
each class of Voting Interests of Holdings.

               "CHANGE  IN LAW"  means  (a) the  adoption  of any  law,  rule or
regulation after the date of this Agreement,  (b) any change in any law, rule or
regulation or in the  interpretation or application  thereof by any Governmental
Authority  after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.12(b), by any lending office of such Lender or by such
Lender's  holding  company,  if any) with any  request,  guideline  or directive
(whether or not having the force of law) of any  Governmental  Authority made or
issued after the date of this Agreement.

               "CHARTERMAC" means CharterMac, a Delaware statutory trust.

               "CODE" means the Internal Revenue Code of 1986.

               "COLLATERAL"  has  the  meaning  assigned  to  such  term  in the
Subordination and Security Agreement.

               "COLLATERAL  AGENT" means Deutsche Bank Trust Company Americas or
any successor or substitute  Collateral Agent appointed pursuant to the terms of
the Subordination and Security Agreement.

               "COLLATERAL  SUPPORT SWAP" has the meaning  assigned to such term
in the Operating Agreement.

               "COLLECTION  PERIOD" has the meaning assigned to such term in the
Operating Agreement.

               "COMMITMENT"  means, with respect to each Lender,  the commitment
of such Lender to make Loans  hereunder,  as such  commitment may be (a) reduced
from time to time pursuant to Section 2.06,  (b) reduced or increased  from time
to time pursuant to assignments by or to such Lender pursuant to Section 9.04 or
(c)  reduced  pursuant  to Article  VII.  The  initial  amount of each  Lender's
Commitment is set forth on Schedule  2.01 or in the  Assignment  and  Assumption
pursuant to which such Lender shall have assumed its Commitment,  as applicable.
The initial aggregate amount of the Lenders' Commitments is $125,000,000.

               "CONTROL"  means the possession,  directly or indirectly,  of the
power to  direct or cause the  direction  of the  management  or  policies  of a
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

               "CREDIT  DOCUMENTS" means,  collectively,  this Agreement and the
Security Documents.

               "CUSTODY  AGREEMENT" has the meaning assigned to such term in the
Operating Agreement.


                                       2
<PAGE>



               "DEFAULT" means any event or condition which constitutes an Event
of Default or which upon  notice,  lapse of time or both would,  unless cured or
waived, become an Event of Default.

               "DISTRIBUTION  SCHEDULE" has the meaning assigned to such term in
the Operating Agreement.

               "DOLLARS" or "$" refers to lawful  money of the United  States of
America.

               "DOWNGRADED  BANK  ACCOUNT"  has the meaning set forth in Section
2.17(a).

               "DOWNGRADED  BANK ACCOUNT RELEASE DATE" has the meaning set forth
in Section 2.17(c).

               "EFFECTIVE DATE" means the date on which the conditions specified
in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

               "ENVIRONMENTAL LAWS" means all laws, rules,  regulations,  codes,
ordinances,  orders,  decrees,  judgments,   injunctions,   notices  or  binding
agreements  issued,  promulgated or entered into by any Governmental  Authority,
relating in any way to the  environment,  preservation or reclamation of natural
resources,  the  management,  release or  threatened  release  of any  Hazardous
Material or to health and safety matters.

               "ENVIRONMENTAL  LIABILITY"  means any  liability,  contingent  or
otherwise   (including  any  liability  for  damages,   costs  of  environmental
remediation,  fines,  penalties or  indemnities),  of the  Borrower  directly or
indirectly  resulting from or based upon (a) violation of any Environmental Law,
(b)  the  generation,  use,  handling,  transportation,  storage,  treatment  or
disposal of any Hazardous  Materials,  (c) exposure to any Hazardous  Materials,
(d) the  release or  threatened  release  of any  Hazardous  Materials  into the
environment  or (e) any  contract,  agreement  or other  consensual  arrangement
pursuant to which  liability  is assumed or imposed  with  respect to any of the
foregoing.

               "EQUITY  INTERESTS"  means shares of capital  stock,  partnership
interests,  membership  interests  in a limited  liability  company,  beneficial
interests in a trust or other equity  ownership  interests in a Person,  and any
warrants,  options or other rights  entitling the holder  thereof to purchase or
acquire any such equity interest.

               "ERISA"  means the  Employee  Retirement  Income  Security Act of
1974.

               "ERISA  AFFILIATE"  means any trade or  business  (whether or not
incorporated) that, together with the Borrower,  is treated as a single employer
under  Section  414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and  Section  412 of the Code,  is treated as a single  employer  under
Section 414 of the Code.

               "ERISA  EVENT" means (a) any  "reportable  event",  as defined in
Section 4043 of ERISA or the  regulations  issued  thereunder  with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an  "accumulated  funding  deficiency" (as
defined in  Section  412 of the Code or  Section  302 of ERISA),  whether or not
waived;  (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an  application  for a waiver of the minimum  funding  standard with
respect to any Plan;  (d) the  incurrence  by the  Borrower  or any of its ERISA
Affiliates  of any  liability  under  Title  IV of  ERISA  with  respect  to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA  Affiliate
from the PBGC or a plan  administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer  any Plan; (f)
the  incurrence by the Borrower or any of its ERISA  Affiliates of any liability
with  respect  to  the  withdrawal  or  partial  withdrawal  from  any  Plan  or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice,  or the receipt by any  Multiemployer  Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

               "EURODOLLAR",  when used in reference  to any Loan or  Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the LIBOR Rate.

               "EVENT  OF  DEFAULT"  has the  meaning  assigned  to such term in
Article VII.

               "EXCLUDED TAXES" means,  with respect to the Mezzanine Agent, any
Lender or any other  recipient of any payment to be made by or on account of any
obligation of the Borrower  hereunder,  (a) income or franchise taxes imposed on
(or  measured  by) its net income by the  United  States of  America,  or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal  office  is  located  or,  in the case of any  Lender,  in  which  its
applicable  lending  office is located,  (b) any branch profits taxes imposed by
the  United  States  of  America  or  any  similar  tax  imposed  by  any  other
jurisdiction  in which the  Borrower is located and (c) in the case of a Foreign
Lender  (other than an  assignee  pursuant  to a request by the  Borrower  under
Section 2.16(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section  2.14(e),  except to the extent that such Foreign
Lender (or its assignor,  if any) was entitled,  at the time of designation of a


                                       3
<PAGE>



new lending  office (or  assignment),  to receive  additional  amounts  from the
Borrower with respect to such withholding tax pursuant to Section 2.14(a).

               "FEDERAL FUNDS EFFECTIVE  RATE" means,  for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or,  if  such  rate is not so
published for any day that is a Business Day, the average (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) of the  quotations  for such day for such
transactions received by the Mezzanine Agent from three Federal funds brokers of
recognized standing selected by it.

               "FINANCIAL OFFICER" means the chief financial officer,  principal
accounting officer, treasurer or controller of the Borrower.

               "FOREIGN  LENDER"  means any Lender that is  organized  under the
laws of a  jurisdiction  other than that in which the  Borrower is located.  For
purposes of this  definition,  the United States of America,  each State thereof
and  the  District  of  Columbia   shall  be  deemed  to   constitute  a  single
jurisdiction.

               "GAAP" means  generally  accepted  accounting  principles  in the
United States of America.

               "GOVERNMENTAL  AUTHORITY"  means  the  government  of the  United
States of  America,  any  other  nation or any  political  subdivision  thereof,
whether state or local, and any agency, authority,  instrumentality,  regulatory
body,  court,  central bank or other entity exercising  executive,  legislative,
judicial,  taxing,  regulatory  or  administrative  powers  or  functions  of or
pertaining to government.

               "GUARANTEE"  of or by any  Person  (the  "GUARANTOR")  means  any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of  guaranteeing  any  Indebtedness  or other  obligation of any
other  Person  (the  "PRIMARY  OBLIGOR")  in any  manner,  whether  directly  or
indirectly,  and including any obligation of the guarantor,  direct or indirect,
(a) to purchase or pay (or advance or supply  funds for the  purchase or payment
of) such  Indebtedness  or other  obligation  or to  purchase  (or to advance or
supply funds for the purchase of) any security for the payment  thereof,  (b) to
purchase or lease  property,  securities or services for the purpose of assuring
the owner of such  Indebtedness or other obligation of the payment thereof,  (c)
to maintain  working  capital,  equity capital or any other financial  statement
condition  or  liquidity  of the  primary  obligor so as to enable  the  primary
obligor to pay such  Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty  issued to support such
Indebtedness  or obligation;  PROVIDED that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

               "HAZARDOUS   MATERIALS"   means  all  explosive  or   radioactive
substances  or wastes and all  hazardous  or toxic  substances,  wastes or other
pollutants,  including petroleum or petroleum distillates,  asbestos or asbestos
containing  materials,  polychlorinated  biphenyls,  radon  gas,  infectious  or
medical  wastes  and all other  substances  or wastes  of any  nature  regulated
pursuant to any Environmental Law.

               "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" means Centerbrook Holdings LLC.

               "INDEBTEDNESS" of any Person means, without duplication,  (a) all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such Person
upon which interest  charges are  customarily  paid, (d) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property acquired by such Person,  (e) all obligations of such Person in respect
of the  deferred  purchase  price of  property or  services  (excluding  current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether or not the  Indebtedness
secured  thereby  has  been  assumed,  (g)  all  Guarantees  by such  Person  of
Indebtedness of others,  (h) all Capital Lease  Obligations of such Person,  (i)
all obligations,  contingent or otherwise, of such Person as an account party in
respect of letters of credit and  letters of guaranty  and (j) all  obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances.  The
Indebtedness  of any Person shall include the  Indebtedness  of any other entity
(including  any  partnership  in which such Person is a general  partner) to the
extent such Person is liable  therefor  as a result of such  Person's  ownership
interest in or other  relationship  with such  entity,  except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

               "INDEPENDENT  MANAGER"  has the meaning  assigned to such term in
the Operating Agreement.

               "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.


                                       4
<PAGE>



               "INITIAL CAPITAL  CONTRIBUTION"  has the meaning assigned to such
term in the Operating Agreement.

               "INFORMATION   MEMORANDUM"  means  the  Confidential  Information
Memorandum  distributed  on behalf of the Borrower in January,  2006 relating to
the Borrower and the Transactions.

               "INTEREST  ELECTION  REQUEST"  means a request by the Borrower to
convert a Borrowing in accordance with Section 2.05.

               "INTEREST   PERIOD"   means,   with  respect  to  any  Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
next Quarterly  Payment Date and thereafter,  the period  commencing on the last
day of the preceding  Interest  Period and ending on the next Quarterly  Payment
Date. For purposes hereof,  the date of a Borrowing  initially shall be the date
on which such  Borrowing is made and  thereafter  shall be the effective date of
the most recent conversion or continuation of such Borrowing.

               "INVESTMENT"  means, for any Person (a) the acquisition  (whether
for cash,  property,  services or securities  or  otherwise)  of capital  stock,
bonds,  notes,  debentures,  partnership or other  ownership  interests or other
securities  of any other Person or any  agreement  to make any such  acquisition
(including  any "short sale" or any sale of any  securities  at a time when such
securities are not owned by the Person entering into such sale),  (b) the making
of any deposit with, or advance, loan or other extension of credit to, any other
Person  (including  the purchase of property from another  Person  subject to an
understanding or agreement,  contingent or otherwise, to resell such property to
such Person),  (c) the entering  into of any  Guarantee of, or other  contingent
obligation with respect to,  Indebtedness or other liability of any other Person
and (without duplication) any amount committed to be advanced,  lent or extended
to such Person, or (d) the entering into of any Hedging Agreement.

               "LENDER RATING  CRITERIA"  means  criteria  satisfied on any date
with  respect to any Lender if (a) either (i) the  unsecured,  unguaranteed  and
otherwise  unsupported  short-term debt  obligations of such Lender are rated at
least "A-1+" by S&P or (ii) if there is no such S&P short-term debt  obligations
rating, the unsecured,  unguaranteed and otherwise  unsupported long-term senior
debt  obligations of such Lender are rated at least "AA-" by S&P, and (b) either
(i)(x) the unsecured,  unguaranteed  and otherwise  unsupported  short-term debt
obligations  of such Lender 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 such Lender 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 such Lender 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.

               "LENDERS" means the Persons listed on Schedule 2.01 and any other
Person  that shall have become a party  hereto  pursuant  to an  Assignment  and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

               "LIBOR RATE" means, with respect to any Eurodollar  Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or
on any  successor or  substitute  page of such  Service,  or any successor to or
substitute  for such  Service,  providing  rate  quotations  comparable to those
currently provided on such page of such Service,  as determined by the Mezzanine
Agent from time to time for purposes of providing  quotations of interest  rates
applicable to dollar deposits in the London  interbank  market) at approximately
11:00 a.m.,  London time,  two Business Days prior to the  commencement  of such
Interest Period,  as the rate for dollar deposits with a maturity  comparable to
such Interest Period.  In the event that such rate is not available at such time
for any reason,  then the "LIBO RATE" with respect to such Eurodollar  Borrowing
for  such  Interest  Period  shall  be the  rate at  which  dollar  deposits  of
$5,000,000 and for a maturity  comparable to such Interest Period are offered by
the  principal  London office of the Mezzanine  Agent in  immediately  available
funds in the London interbank market at approximately  11:00 a.m.,  London time,
two Business Days prior to the commencement of such Interest Period.

               "LIEN" has the  meaning  assigned  to such term in the  Operating
Agreement.

               "LOANS"  means the loans  made,  continued  or  converted  by the
Lenders to the Borrower pursuant to this Agreement.

               "MANAGING  MEMBER" has the  meaning  assigned to such term in the
Operating Agreement.

               "MATERIAL  ADVERSE EFFECT" means a material adverse effect on (a)
the  business,  operations,  property,  condition  (financial  or  otherwise) or
prospects  of the  Borrower  or the  Managing  Member,  (b) the  ability  of the
Borrower to perform its  obligations  under this  Agreement or any other Program
Document,  (c) the validity or enforceability of any of the Program Documents or
(d) the rights or remedies  of the  Mezzanine  Agent or the  Lenders  under this
Agreement or any other Program Document.

               "MATERIAL  INDEBTEDNESS" means Indebtedness (other than the Loans
and in  respect  of  CDS)  of the  Borrower  in an  aggregate  principal  amount
exceeding $1,000,000.


                                       5
<PAGE>



               "MATURITY  DATE" means June 28,  2036,  unless such date is not a
Business  Day,  in  which  case the  "Maturity  Date"  shall be the  immediately
preceding Business Day.

               "MEZZANINE  AGENT"  means  Citibank,  N.A.,  in its  capacity  as
administrative agent for the Lenders hereunder.

               "MEZZANINE  STEP UP DATE" means the date  occurring  on the sixth
anniversary of the date of this Agreement.

               "MEZZANINE  STEP UP RATE"  means,  for  purposes  of  determining
commitment fees pursuant to Section  2.09(a)(i) and interest pursuant to Section
2.10(a) and Section 2.10(b) from and after the Mezzanine Step Up Date, 0.75%.

               "MINIMUM  CAPITAL  REQUIREMENT"  has the meaning assigned to such
term in the Operating Agreement.

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

               "MULTIEMPLOYER  PLAN"  means a  multiemployer  plan as defined in
Section 4001(a)(3) of ERISA.

               "MULTIFAMILY REVENUE BONDS" has the meaning assigned to such term
in the Operating Agreement.

               "OFF-SETTING  SWAP" has the meaning  assigned to such term in the
Operating Agreement.

               "OPERATING   AGREEMENT"  means  the  Limited   Liability  Company
Agreement of the Borrower dated as of June 28, 2006.

               "OTHER  TAXES"  means  any and all  present  or  future  stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies arising from any payment made  hereunder or from the execution,  delivery
or enforcement of, or otherwise with respect to, this Agreement.

               "PARTICIPANT" has the meaning set forth in Section 9.04.

               "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

               "PERMITTED  INVESTMENTS" has the meaning assigned to such term in
the Operating Agreement.

               "PERMITTED  LIENS" has the  meaning  assigned to such term in the
Operating Agreement.

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

               "PLAN"  means any  employee  pension  benefit  plan (other than a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA  Affiliate is (or, if such plan were  terminated,  would under Section
4069 of ERISA be deemed to be) an  "employer"  as  defined  in  Section  3(5) of
ERISA.

               "PRIME  RATE"  means  the rate of  interest  per  annum  publicly
announced from time to time by Citibank,  N.A. as its prime rate (which need not
be its best  rate) in effect at its  principal  office  in New York  City;  each
change in the Prime Rate shall be  effective  from and  including  the date such
change is publicly announced as being effective.

               "PROGRAM  DOCUMENT" has the meaning  assigned to such term in the
Operating Agreement.

               "PROJECT  INVESTMENTS"  has the meaning  assigned to such term in
the Operating Agreement.

               "QUALIFIED IPO" means a bona fide underwritten sale to the public
of common stock of Holdings pursuant to a registration  statement (other than on
Form S-8 or any other form  relating to  securities  issuable  under any benefit
plan  of  Holdings)  that  is  declared  effective  by the  Securities  Exchange
Commission and which results in minimum  aggregate gross cash proceeds in excess
of $500,000,000.

               "QUARTERLY PAYMENT DATE" has the meaning assigned to such term in
the Operating Agreement.

               "RATING AGENCIES" means, collectively, Moody's and S&P.

               "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


                                       6
<PAGE>



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) with respect to this Agreement will occur as a result of such action.

               "REGISTER" has the meaning set forth in Section 9.04.

               "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  LENDERS" means, at any time,  Lenders having more than
50% of the sum of (a) the aggregate outstanding principal amount of the Loans at
such time PLUS (b) the aggregate unused amount of the Commitments at such time.

               "RESERVE  ACCOUNT"  has the meaning  assigned to such term in the
Operating Agreement.

               "RESTRICTED  PAYMENT"  means any  dividend or other  distribution
(whether  in cash,  securities  or other  property)  with  respect to any Equity
Interests in the Borrower,  or any payment (whether in cash, securities or other
property),  including  any sinking  fund or similar  deposit,  on account of the
purchase, redemption,  retirement,  acquisition,  cancellation or termination of
any such Equity Interests in the Borrower or any option,  warrant or other right
to acquire any such Equity Interests in the Borrower.

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

               "SECURITY DOCUMENTS" means,  collectively,  the Subordination and
Security Agreement, all Uniform Commercial Code financing statements required by
the  Subordination  and  Security  Agreement  to be filed  with  respect  to the
security  interests in personal  property and fixtures  created  pursuant to the
Subordination  and Security  Agreement,  any "control"  agreements in connection
therewith  and any  mortgage,  deed of trust or deed to secure debt entered into
pursuant to Section 5.09(b).

               "SENIOR  FACILITY"  has the meaning  assigned to such term in the
Operating Agreement.

               "SOLVENT" means, with respect to any Person on a particular date,
that on such date (a) the fair value of the  property  of such Person is greater
than the total amount of liabilities,  including contingent liabilities, of such
Person,  (b) the present fair salable  value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become  absolute and  matured,  (c) such Person does
not intend to, and does not believe  that it will,  incur  debts or  liabilities
beyond such Person's  ability to pay such debts and  liabilities  as they mature
and (d) such  Person is not engaged in  business  or a  transaction,  and is not
about to engage in business or a transaction,  for which such Person's  property
would  constitute  an  unreasonably  small  capital.  The  amount of  contingent
liabilities  at any time shall be computed as the amount  that,  in the light of
all the facts and  circumstances  existing at such time,  represents  the amount
that can reasonably be expected to become an actual or matured liability.

               "SUBORDINATED  DEBT  FACILITY"  has the meaning  assigned to such
term in the Operating Agreement.

               "SUBORDINATION  AND SECURITY  AGREEMENT" means the  Subordination
and  Security  Agreement  dated as of June 28,  2006  among  the  Borrower,  the
Collateral  Agent,  the  Mezzanine  Agent and the and "Senior  Agent"  under the
Senior Facility.

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

               "TAXES"  means  any and all  present  or  future  taxes,  levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

               "TRANSACTIONS" means, collectively, the transactions contemplated
by this  Agreement  (including the  execution,  delivery and  performance by the
Borrower of this Agreement,  the borrowing of Loans, and the use of the proceeds
thereof) and the other Program Documents.

               "TYPE",  when used in reference to any Loan or Borrowing,  refers
to whether the rate of interest on such Loan,  or on the Loans  comprising  such
Borrowing, is determined by reference to the LIBO Rate or the Base Rate.


                                       7
<PAGE>



               "UCC" means the Uniform Commercial Code as in effect from time to
time in the State of New York.

               "VOTING  INTERESTS"  of any  Person  at any time  shall  mean the
Equity  Interests  of such Person that are at such time  entitled to vote in the
election of the Board of Managers or Managing Member of such Person.

               "WIND-DOWN  EVENT" has the  meaning  assigned to such term in the
Operating Agreement.

               "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as
a result of a complete or partial  withdrawal from such  Multiemployer  Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS.  For purposes of
this  Agreement,  Loans may be  classified  and  referred  to by Type  (e.g.,  a
"Eurodollar  Loan").  Borrowings  also may be classified and referred to by Type
(e.g., a "Eurodollar Borrowing").

          SECTION 1.03. TERMS  GENERALLY.  The definitions of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person shall be construed to include such Person's  successors and
assigns, (c) the words "herein", "hereof" and "hereunder",  and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any  particular  provision  hereof,  (d)  all  references  herein  to  Articles,
Sections,  Exhibits  and  Schedules  shall be construed to refer to Articles and
Sections  of, and  Exhibits  and  Schedules  to, this  Agreement,  (e) the words
"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including cash,  securities,  accounts and contract rights and (f) references to
any law, constitution, statute, treaty, regulation, rule or ordinance, including
any section or other part thereof  (each,  for purposes of this Section  1.03, a
"law"),  shall refer to that law as amended,  supplemented or otherwise modified
from time to time and shall include any successor law.

          SECTION 1.04.  ACCOUNTING TERMS;  GAAP. Except as otherwise  expressly
provided  herein,  all  terms of an  accounting  or  financial  nature  shall be
construed  in  accordance  with GAAP,  as in effect from time to time;  PROVIDED
that, if the Borrower notifies the Mezzanine Agent that the Borrower requests an
amendment  to any  provision  hereof  to  eliminate  the  effect  of any  change
occurring  after the date  hereof in GAAP or in the  application  thereof on the
operation of such  provision  (or if the Mezzanine  Agent  notifies the Borrower
that the Required  Lenders request an amendment to any provision hereof for such
purpose),  regardless  of whether any such notice is given  before or after such
change  in GAAP or in the  application  thereof,  then such  provision  shall be
interpreted  on the basis of GAAP as in effect and  applied  immediately  before
such  change  shall have  become  effective  until such  notice  shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II
                                   THE CREDITS

          SECTION 2.01.  COMMITMENTS.  Subject to the terms and  conditions  set
forth herein, each Lender agrees to make Loans to the Borrower from time to time
during the  Availability  Period in an aggregate  principal amount that will not
result in the aggregate  outstanding  principal  amount of such  Lender's  Loans
exceeding such Lender's  Available  Mezzanine Loan Amount.  Within the foregoing
limits and subject to the terms and  conditions  set forth herein,  the Borrower
may borrow,  prepay and reborrow Loans.  Each of the Lenders agrees that the CDS
Holders (and any collateral agent acting on their behalf) shall be express third
party  beneficiaries  of  the  Commitments,  as  provided  in the  CDS  Security
Agreement,  and that such  rights of the CDS  Holders  (and any such  collateral
agent) shall survive the occurrence of any Bankruptcy  Event with respect to the
Borrower,  provided that  notwithstanding the foregoing the parties hereto shall
be permitted to terminate,  amend, supplement or otherwise modify this Agreement
without  the  consent of any CDS Holder (or such  collateral  agent),  except as
otherwise provided in the CDS Security Agreement.

          SECTION 2.02. LOANS AND BORROWINGS.

               (a)  OBLIGATIONS  OF  LENDERS.  Each  Loan  shall  be made by the
Lenders ratably in accordance with their respective Commitments.  The failure of
any  Lender to make any Loan  required  to be made by it shall not  relieve  any
other Lender of its obligations hereunder;  PROVIDED that the Commitments of the
Lenders are several and no Lender shall be  responsible  for any other  Lender's
failure to make Loans as required.


                                       8
<PAGE>



               (b) TYPES OF LOANS. Subject to Section 2.11, each Borrowing shall
be  comprised  entirely of ABR Loans or  Eurodollar  Loans as the  Borrower  may
request  in  accordance  herewith.  Each  Lender  at its  option  may  make  any
Eurodollar  Loan by causing any domestic or foreign  branch or Affiliate of such
Lender to make such Loan;  PROVIDED  that any  exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance  with the
terms of this Agreement.

               (c) MINIMUM AMOUNTS;  LIMITATION ON NUMBER OF BORROWINGS.  At the
commencement  of  each  Interest  Period  for  any  Eurodollar  Borrowing,  such
Borrowing  shall be in an  aggregate  amount  that is an  integral  multiple  of
$10,000 and not less than  $1,000,000.  At the time that each ABR  Borrowing  is
made,  such  Borrowing  shall  be in an  aggregate  amount  that is an  integral
multiple of $10,000 and not less than $1,000,000; PROVIDED that an ABR Borrowing
may be in an aggregate  amount that is equal to the entire unused balance of the
total Available Mezzanine Loan Amounts.  Borrowings of more than one Type may be
outstanding at the same time;  PROVIDED that there shall not at any time be more
than a total of five Eurodollar Borrowings outstanding.

               (d)  LIMITATION ON INTEREST  PERIODS.  Notwithstanding  any other
provision of this Agreement,  the Borrower shall not be entitled to request,  or
to elect to convert, any Borrowing if the Interest Period requested with respect
thereto would end after the Maturity Date.

          SECTION 2.03.  REQUESTS FOR  BORROWINGS.  To request a Borrowing,  the
Borrower  shall notify the Mezzanine  Agent of such request (a) in the case of a
Eurodollar  Borrowing,  not later than  11:00  a.m.,  New York City time,  three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the
proposed  Borrowing.  Each such Borrowing Request shall be irrevocable and shall
be in a form  approved  by the  Mezzanine  Agent  and  signed  by the  Borrower,
PROVIDED  that,  without  prejudice  to  Section  2.13,  the  Borrower  shall be
permitted to revoke any  Borrowing  Request  related to a Eurodollar  Borrowing.
Each  such  Borrowing  Request  shall  specify  the  following   information  in
compliance with Section 2.02:

               (i) the aggregate amount of the requested Borrowing;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii)  whether  such  Borrowing  is to be an ABR  Borrowing  or a
          Eurodollar Borrowing;

               (iv) in the case of a Eurodollar Borrowing,  the initial Interest
          Period to be applicable thereto, which shall conform to the definition
          of the term "Interest Period"; and

               (v) the  location and number of the  Borrower's  account to which
          funds are to be disbursed, which shall comply with the requirements of
          Section 2.04.

If no election as to the Type of  Borrowing  is  specified,  then the  requested
Borrowing shall be an ABR Borrowing.  Promptly  following receipt of a Borrowing
Request in accordance  with this Section,  the Mezzanine Agent shall advise each
Lender of the details thereof and of the amount of such Lender's Loan to be made
as part of the requested Borrowing.

          SECTION 2.04. FUNDING OF BORROWINGS.

               (a)  FUNDING BY LENDERS.  Each Lender  shall make each Loan to be
made  by it  hereunder  on  the  proposed  date  thereof  by  wire  transfer  of
immediately available funds by 12:00 noon, New York City time, to the account of
the Mezzanine Agent most recently designated by it for such purpose by notice to
the Lenders.  The Mezzanine Agent will make such Loans available to the Borrower
by promptly  crediting the amounts so received,  in like funds, to an account of
the Borrower maintained with the Mezzanine Agent in New York City and designated
by the Borrower in the applicable Borrowing Request.

               (b)  PRESUMPTION BY MEZZANINE  AGENT.  Unless the Mezzanine Agent
shall have  received  notice  from a Lender  prior to the  proposed  date of any
Borrowing that such Lender will not make  available to the Mezzanine  Agent such
Lender's  share of such  Borrowing,  the  Mezzanine  Agent may assume  that such
Lender has made such share  available on such date in accordance  with paragraph
(a) of this Section and may, in reliance upon such assumption, make available to
the Borrower a corresponding  amount. In such event, if a Lender has not in fact
made its share of the  applicable  Borrowing  available to the Mezzanine  Agent,
then  the  applicable  Lender  and the  Borrower  severally  agree to pay to the
Mezzanine  Agent  forthwith on demand such  corresponding  amount with  interest
thereon,  for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Mezzanine  Agent, at
(i) in the case of such Lender,  the greater of the Federal Funds Effective Rate
and a rate determined by the Mezzanine Agent in accordance with banking industry
rules  on  interbank  compensation  or (ii) in the  case  of the  Borrower,  the
interest rate  applicable  to ABR Loans.  If such Lender pays such amount to the
Mezzanine  Agent,  then such amount shall constitute such Lender's Loan included
in such Borrowing.


                                       9
<PAGE>



          SECTION 2.05. INTEREST RATE ELECTIONS.

               (a)  ELECTIONS  BY  BORROWER  FOR   BORROWINGS.   Each  Borrowing
initially  shall be of the Type  specified in the applicable  Borrowing  Request
and,  in the case of a  Eurodollar  Borrowing,  shall have an  initial  Interest
Period conforming to the definition of the term "Interest  Period".  Thereafter,
the Borrower may elect to convert such Borrowing to a different Type as provided
in this  Section.  The  Borrower  may elect  different  options  with respect to
different  portions of the affected  Borrowing,  in which case each such portion
shall be allocated  ratably among the Lenders holding the Loans  comprising such
Borrowing,  and the Loans  comprising  each such portion  shall be  considered a
separate Borrowing.

               (b) NOTICE OF  ELECTIONS.  To make an  election  pursuant to this
Section,  the Borrower shall notify the Mezzanine  Agent of such election by the
time that a  Borrowing  Request  would be  required  under  Section  2.03 if the
Borrower were requesting a Borrowing of the Type resulting from such election to
be made on the effective  date of such  election.  Each such  Interest  Election
Request  shall be  irrevocable  and shall be in a form approved by the Mezzanine
Agent and signed by the Borrower.

               (c) CONTENT OF INTEREST ELECTION REQUESTS. Each Interest Election
Request shall specify the following information in compliance with Section 2.02:

               (i) the Borrowing to which such Interest Election Request applies
          and, if different  options are being elected with respect to different
          portions  thereof,  the  portions  thereof  to be  allocated  to  each
          resulting  Borrowing  (in which case the  information  to be specified
          pursuant to clauses  (iii) and (iv) below shall be specified  for each
          resulting Borrowing);

               (ii) the  effective  date of the election  made  pursuant to such
          Interest Election Request, which shall be a Business Day;

               (iii) whether the  resulting  Borrowing is to be an ABR Borrowing
          or a Eurodollar Borrowing; and

               (iv) if the resulting  Borrowing is a Eurodollar  Borrowing,  the
          Interest  Period to be applicable  thereto after giving effect to such
          election,  which shall conform to the definition of the term "Interest
          Period".

               (d)  NOTICE OF  INTEREST  ELECTION  REQUEST.  Promptly  following
receipt of an Interest Election  Request,  the Mezzanine Agent shall advise each
Lender of the details  thereof and of such  Lender's  portion of each  resulting
Borrowing.

               (e) AUTOMATIC  CONTINUATION  AND CONVERSION.  Unless a Eurodollar
Borrowing  is repaid  as  provided  herein,  at the end of the  Interest  Period
applicable  thereto  such  Borrowing  shall  be  automatically  continued  as  a
Eurodollar Borrowing,  unless any of the circumstances described in Section 2.11
exist,  in which case such  Eurodollar  Borrowing  shall be  converted to an ABR
Borrowing  at the end of such  Interest  Period.  Notwithstanding  any  contrary
provision  hereof, if an Event of Default has occurred and is continuing and the
Mezzanine  Agent,  at the  request of the  Required  Lenders,  so  notifies  the
Borrower,  then, so long as an Event of Default is continuing (i) no outstanding
Borrowing  may be converted to or continued as a Eurodollar  Borrowing  and (ii)
unless repaid, each Eurodollar  Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto.

          SECTION 2.06. TERMINATION AND REDUCTION OF COMMITMENTS.

          (a)  SCHEDULED   TERMINATION.   Unless  previously   terminated,   the
Commitments shall terminate on the Maturity Date.

          (b) VOLUNTARY  TERMINATION OR REDUCTION.  The Borrower may at any time
terminate, or from time to time reduce, the Commitments;  PROVIDED that (i) each
reduction of the Commitments  shall be in an amount that is an integral multiple
of $10,000 and not less than  $1,000,000,  (ii) the Borrower shall not terminate
or reduce the Commitments  if, after giving effect to any concurrent  prepayment
of the Loans in accordance with Section 2.08, the aggregate  principal amount of
outstanding Loans would exceed the total  Commitments,  (iii) the Borrower shall
not reduce the  Commitments  below the Available  Mezzanine Loan Amount and (iv)
the  Borrower  shall not reduce or  terminate  the  Commitments  if the  Minimum
Capital  Requirement  is not satisfied  after giving effect to such reduction or
termination as determined by the Capital Model.

          (c) NOTICE OF VOLUNTARY  TERMINATION OR REDUCTION.  The Borrower shall
notify  the  Mezzanine  Agent  of  any  election  to  terminate  or  reduce  the
Commitments  under  paragraph  (b) of this Section at least three  Business Days
prior to the effective date of such  termination or reduction,  specifying  such
election and the  effective  date  thereof.  Promptly  following  receipt of any
notice,  the Mezzanine  Agent shall advise the Lenders of the contents  thereof.
Each  notice  delivered  by the  Borrower  pursuant  to this  Section  shall  be
irrevocable;  PROVIDED that a notice of termination of the Commitments delivered
by the Borrower may state that such notice is conditioned upon the effectiveness
of other  credit  facilities,  in which  case such  notice may be revoked by the
Borrower  (by  notice  to the  Mezzanine  Agent  on or  prior  to the  specified
effective date) if such condition is not satisfied. Any termination or reduction


                                       10
<PAGE>



of the Commitments  shall be permanent.  Each reduction of the Commitments shall
be  made  ratably  among  the  Lenders  in  accordance  with  their   respective
Commitments.

          SECTION 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT.

               (a) REPAYMENT.  The Borrower hereby  unconditionally  promises to
pay to the  Mezzanine  Agent for the  account  of each  Lender  the then  unpaid
principal amount of each Loan on the Maturity Date.

               (b) MAINTENANCE OF RECORDS BY LENDERS. Each Lender shall maintain
in  accordance  with its usual  practice an account or accounts  evidencing  the
indebtedness  of the  Borrower to such Lender  resulting  from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

               (c)  MAINTENANCE  OF RECORDS BY MEZZANINE  AGENT.  The  Mezzanine
Agent shall  maintain  accounts in which it shall  record (i) the amount of each
Loan  made  hereunder,  the Type  thereof  and the  Interest  Period  applicable
thereto,  (ii) the amount of any  principal  or  interest  due and payable or to
become due and payable from the Borrower to each Lender  hereunder and (iii) the
amount of any sum received by the Mezzanine  Agent  hereunder for the account of
the Lenders and each Lender's share thereof.

               (d)  EFFECT  OF  ENTRIES.   The  entries  made  in  the  accounts
maintained pursuant to paragraph (b) or (c) of this Section shall be PRIMA FACIE
evidence of the  existence  and  amounts of the  obligations  recorded  therein;
PROVIDED that the failure of any Lender or the Mezzanine  Agent to maintain such
accounts or any error therein  shall not in any manner affect the  obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.

               (e) PROMISSORY  NOTES.  Any Lender may request that Loans made by
it be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute  and deliver to such Lender a  promissory  note  payable to the order of
such Lender (or, if requested by such Lender,  to such Lender and its registered
assigns) and in a form approved by the Mezzanine  Agent.  Thereafter,  the Loans
evidenced  by such  promissory  note and  interest  thereon  shall at all  times
(including after  assignment  pursuant to Section 9.04) be represented by one or
more  promissory  notes in such form  payable  to the  order of the payee  named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

          SECTION 2.08. PREPAYMENT OF LOANS.

               (a) OPTIONAL PREPAYMENTS. Subject to the priority of payments set
forth in Section 13.3 of the Operating  Agreement,  the Borrower  shall have the
right at any time and from time to time to prepay any  Borrowing  in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section.

               (b) NOTICES,  ETC. The Borrower shall notify the Mezzanine  Agent
of any  prepayment  hereunder  (i) in the  case of  prepayment  of a  Eurodollar
Borrowing,  not later than 11:00 a.m.,  New York City time,  three Business Days
before  the  date of  prepayment  or (ii) in the  case of  prepayment  of an ABR
Borrowing,  not  later  than  10:00  a.m.,  New York City  time,  on the date of
prepayment.  Each  such  notice  shall be  irrevocable  and  shall  specify  the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; PROVIDED that, if a notice of prepayment is given in connection with
a conditional  notice of  termination  of the  Commitments  as  contemplated  by
Section 2.06,  then such notice of  prepayment  may be revoked if such notice of
termination  is revoked in  accordance  with Section  2.06.  Promptly  following
receipt of any such notice  relating to a Borrowing,  the Mezzanine  Agent shall
advise the Lenders of the  contents  thereof.  Each  partial  prepayment  of any
Borrowing  shall  be in an  amount  that  would be  permitted  in the case of an
advance  of a  Borrowing  of the same Type as  provided  in Section  2.02.  Each
prepayment of a Borrowing  shall be applied ratably to the Loans included in the
prepaid  Borrowing.  Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.10.

          SECTION 2.09. FEES.

               (a) COMMITMENT  FEE. The Borrower  agrees to pay to the Mezzanine
Agent for the account of each Lender a commitment  fee,  which shall accrue at a
rate per annum,  during the period from and including the Effective  Date to but
excluding the date on which such Lender's Commitment terminates, equal to:

               (i) 1.25% PLUS the Mezzanine Step Up Rate (if  applicable) on the
          daily amount of the unused  portion of the  Available  Mezzanine  Loan
          Amount of such Lender during such period; and

               (ii) 0.25% on the daily amount of the  Commitment  of such Lender
          not  constituting  the Available  Mezzanine Loan Amount of such Lender
          during such period.

Accrued  commitment  fees shall be payable in arrears on each Quarterly  Payment
Date and on the date on which the Commitments terminate, commencing on the first
such date to occur after the date hereof.  All commitment fees shall be computed


                                       11
<PAGE>



on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

               (b)  MEZZANINE  AGENT'S FEES.  The Borrower  agrees to pay to the
Mezzanine  Agent,  for its own  account,  fees payable in the amounts and at the
times separately agreed upon between the Borrower and the Mezzanine Agent.

               (c) PAYMENT OF FEES. All fees payable  hereunder shall be paid on
the dates due,  in  immediately  available  funds,  to the  Mezzanine  Agent for
distribution,  in the case of  commitment  fees and  participation  fees, to the
Lenders. Fees paid shall not be refundable under any circumstances.

          SECTION 2.10. INTEREST.

               (a) ABR LOANS. The Loans comprising each ABR Borrowing shall bear
interest  at the  Base  Rate  PLUS  2.25%  PLUS the  Mezzanine  Step Up Rate (if
applicable).

               (b)  EURODOLLAR  LOANS.  The  Loans  comprising  each  Eurodollar
Borrowing shall bear interest at the LIBO Rate for the Interest Period in effect
for such Borrowing PLUS 1.25% PLUS the Mezzanine Step Up Rate (if applicable).

               (c)  DEFAULT  INTEREST.  Notwithstanding  the  foregoing,  if any
principal of or interest on any Loan or any fee or other  amount  payable by the
Borrower  hereunder  is not paid when due,  whether  at  stated  maturity,  upon
acceleration  or otherwise,  such overdue amount shall bear  interest,  after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan,  2% PLUS the rate  otherwise  applicable  to such Loan as
provided in the preceding  paragraphs of this Section or (ii) in the case of any
other amount,  2% PLUS the rate applicable to ABR Loans as provided in paragraph
(a) of this Section,  PROVIDED that, as provided in Section  2.15(g),  solely to
the extent that the Borrower  has  insufficient  funds to pay amounts  hereunder
(other  than with  respect to the  principal  of the Loans) in  accordance  with
Sections 13.1(a) and 13.3 of the Operating Agreement, (x) such unpaid amounts in
respect of interest and commitment fees on the Loans shall bear interest,  after
as well as before judgment,  at a rate per annum equal to the rate applicable to
ABR Loans as provided in  paragraph  (a) of this  Section and (y) all such other
unpaid amounts shall not accrue interest.

               (d) PAYMENT OF INTEREST.  Accrued  interest on each Loan shall be
payable in arrears on each  Quarterly  Payment Date and upon  termination of the
Commitments;  PROVIDED  that (i) interest  accrued  pursuant to paragraph (c) of
this Section  shall be payable on demand and (ii) in the event of any  repayment
or prepayment of any Loan,  accrued  interest on the principal  amount repaid or
prepaid  shall be payable on the date of such  repayment  or  prepayment  to the
extent  permitted  by the  priority of payments set forth in Section 13.3 of the
Operating Agreement.

               (e) COMPUTATION.  All interest hereunder shall be computed on the
basis of a year of 360 days,  except that interest  computed by reference to the
Base  Rate at times  when the Base  Rate is  based on the  Prime  Rate  shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed  (including the
first day but excluding  the last day).  The  applicable  Base Rate or LIBO Rate
shall be determined  by the Mezzanine  Agent,  and such  determination  shall be
conclusive absent manifest error.

          SECTION 2.11. ALTERNATE RATE OF INTEREST. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

               (a) the Mezzanine Agent determines (which  determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the LIBO Rate for such Interest Period; or

               (b) the Mezzanine  Agent is advised by the Required  Lenders that
     the LIBO Rate for such  Interest  Period  will not  adequately  and  fairly
     reflect the cost to such Lenders (or Lender) of making or maintaining their
     Loans (or its Loan) included in such Borrowing for such Interest Period;

then the  Mezzanine  Agent shall give  notice  thereof to the  Borrower  and the
Lenders as promptly as practicable  thereafter  and,  until the Mezzanine  Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer  exist,  (i) any Interest  Election  Request that  requests the
conversion of any Borrowing to a Eurodollar  Borrowing  shall be ineffective and
(ii) if any Borrowing  Request requests a Eurodollar  Borrowing,  such Borrowing
shall be made as an ABR Borrowing.

          SECTION 2.12. INCREASED COSTS.

               (a) INCREASED COSTS GENERALLY. If any Change in Law shall:

               (i)  impose,  modify  or deem  applicable  any  reserve,  special
     deposit or similar  requirement against assets of, deposits with or for the
     account of, or credit extended by, any Lender; or


                                       12
<PAGE>



               (ii)  impose on any  Lender or the  London  interbank  market any
     other condition  affecting this Agreement or Eurodollar  Loans made by such
     Lender or participation therein;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or  maintaining  any  Eurodollar  Loan (or of  maintaining  its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable  by  such  Lender  hereunder  (whether  of  principal,   interest  or
otherwise),  then the Borrower will pay to such Lender, as the case may be, such
additional amount or amounts as will compensate such Lender, as the case may be,
for such additional costs incurred or reduction suffered.

               (b)  CAPITAL  REQUIREMENTS.  If any  Lender  determines  that any
Change in Law  regarding  capital  requirements  has or would have the effect of
reducing the rate of return on such  Lender's  capital or on the capital of such
Lender's  holding  company,  if any, as a consequence  of this  Agreement or the
Loans made by such  Lender,  to a level  below  that  which such  Lender or such
Lender's  holding company could have achieved but for such Change in Law (taking
into  consideration  such  Lender's  policies and the policies of such  Lender's
holding  company with respect to capital  adequacy),  then from time to time the
Borrower will pay to such Lender,  as the case may be, such additional amount or
amounts as will compensate such Lender or such Lender's  holding company for any
such reduction suffered.

               (c) CERTIFICATES FROM LENDERS.  A certificate of a Lender setting
forth the amount or amounts  necessary to compensate  such Lender or its holding
company,  as the case  may be,  as  specified  in  paragraph  (a) or (b) of this
Section  shall be  delivered  to the  Borrower  and shall be  conclusive  absent
manifest  error.  The Borrower  shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

               (d) DELAY IN REQUESTS. Failure or delay on the part of any Lender
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's right to demand such compensation;  PROVIDED that (i) the Borrower
shall not be required to  compensate  a Lender  pursuant to this Section for any
increased costs or reductions incurred more than 180 days prior to the date that
such  Lender  notifies  the  Borrower  of the Change in Law giving  rise to such
increased  costs  or  reductions  and  of  such  Lender's   intention  to  claim
compensation  therefor  and  (ii)  if the  Change  in Law  giving  rise  to such
increased costs or reductions is  retroactive,  then the 180-day period referred
to in the  foregoing  clause  (ii) shall be  extended  to include  the period of
retroactive effect thereof.

          SECTION 2.13. BREAK FUNDING PAYMENTS.  In the event of (a) the payment
of any  principal  of any  Eurodollar  Loan  other  than on the  last day of the
Interest  Period  applicable  thereto  (including  as a  result  of an  Event of
Default),  (b) the conversion of any Eurodollar  Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert or
prepay  any  Eurodollar  Loan on the  date  specified  in any  notice  delivered
pursuant hereto (regardless of whether such notice may be revoked under Sections
2.03 or 2.08(b) and is revoked in accordance  therewith),  or (d) the assignment
of any  Eurodollar  Loan  other  than on the  last  day of the  Interest  Period
applicable  thereto as a result of a request by the Borrower pursuant to Section
2.16, then, in any such event, the Borrower shall compensate each Lender for the
loss,  cost and expense  attributable to such event. In the case of a Eurodollar
Loan,  such loss,  cost or  expense to any Lender  shall be deemed to include an
amount  determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal  amount of such Loan had such
event not  occurred,  at the LIBO Rate that would have been  applicable  to such
Loan,  for the  period  from the date of such  event to the last day of the then
current  Interest  Period  therefor  (or,  in the case of a failure to borrow or
convert, for the period that would have been the Interest Period for such Loan),
over (ii) the amount of interest which would accrue on such principal amount for
such period at the interest  rate which such Lender would bid were it to bid, at
the commencement of such period,  for dollar deposits of a comparable amount and
period from other banks in the  eurodollar  market.  A certificate of any Lender
setting  forth any amount or amounts  that such  Lender is  entitled  to receive
pursuant  to this  Section  shall be  delivered  to the  Borrower  and  shall be
conclusive  absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

          SECTION 2.14. TAXES.

               (a) PAYMENTS FREE OF TAXES. Any and all payments by or on account
of any obligation of the Borrower  hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; PROVIDED that if the
Borrower shall be required to deduct any  Indemnified  Taxes or Other Taxes from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional  sums payable under this  Section) the Mezzanine  Agent or Lender (as
the case may be) receives an amount equal to the sum it would have  received had
no such  deductions  been made, (ii) the Borrower shall make such deductions and
(iii)  the  Borrower  shall  pay  the  full  amount  deducted  to  the  relevant
Governmental Authority in accordance with applicable law.

               (b) PAYMENT OF OTHER TAXES BY BORROWER. In addition, the Borrower
shall pay any Other Taxes to the relevant  Governmental  Authority in accordance
with applicable law.

               (c) INDEMNIFICATION BY BORROWER. The Borrower shall indemnify the
Mezzanine Agent and each Lender,  within 10 days after written demand  therefor,
for the  full  amount  of any  Indemnified  Taxes  or  Other  Taxes  paid by the
Mezzanine  Agent or such  Lender,  as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder  (including


                                       13
<PAGE>



Indemnified  Taxes or Other  Taxes  imposed or asserted  on or  attributable  to
amounts  payable under this Section) and any penalties,  interest and reasonable
expenses  arising  therefrom  or  with  respect  thereto,  whether  or not  such
Indemnified  Taxes or Other Taxes were correctly or legally  imposed or asserted
by the relevant Governmental  Authority.  A certificate as to the amount of such
payment or liability  delivered to the Borrower by a Lender, or by the Mezzanine
Agent on its own  behalf or on behalf of a Lender,  shall be  conclusive  absent
manifest error.

               (d)  EVIDENCE  OF  PAYMENTS.  As soon as  practicable  after  any
payment of  Indemnified  Taxes or Other Taxes by the Borrower to a  Governmental
Authority,  the Borrower shall deliver to the Mezzanine  Agent the original or a
certified copy of a receipt  issued by such  Governmental  Authority  evidencing
such payment,  a copy of the return  reporting such payment or other evidence of
such payment reasonably satisfactory to the Mezzanine Agent.

               (e) FOREIGN  LENDERS.  Any Foreign  Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is located,  or any treaty to which such jurisdiction is a
party,  with  respect to  payments  under this  Agreement  shall  deliver to the
Borrower (with a copy to the Mezzanine  Agent),  at the time or times prescribed
by applicable law, such properly completed and executed documentation prescribed
by applicable  law or  reasonably  requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate.

               (f) REFUNDS.  If the Mezzanine Agent or a Lender  determines,  in
its sole  discretion,  that it has received a refund of any Taxes or Other Taxes
as to which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay over
such refund to the Borrower (but only to the extent of indemnity  payments made,
or additional  amounts paid, by the Borrower  under this Section with respect to
the Taxes or Other Taxes giving rise to such refund),  net of all  out-of-pocket
expenses of the Mezzanine Agent or such Lender and without  interest (other than
any interest paid by the relevant  Governmental  Authority  with respect to such
refund);  PROVIDED that the Borrower, upon the request of the Mezzanine Agent or
such  Lender,  agrees to repay the amount  paid over to the  Borrower  (plus any
penalties,  interest  or other  charges  imposed  by the  relevant  Governmental
Authority)  to the  Mezzanine  Agent or such  Lender in the event the  Mezzanine
Agent or such  Lender is  required  to repay  such  refund to such  Governmental
Authority. This Section shall not be construed to require the Mezzanine Agent or
any Lender to make available its tax returns (or any other information  relating
to its taxes which it deems confidential) to the Borrower or any other Person.

          SECTION  2.15.  PAYMENTS  GENERALLY;  PRO RATA  TREATMENT;  SHARING OF
SET-OFFS.

               (a)  PAYMENTS BY BORROWER.  The Borrower  shall make each payment
required to be made by it hereunder (whether of principal,  interest or fees, or
of amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to 2:00
p.m., New York City time, on the date when due, in immediately  available funds,
without  set-off or  counterclaim.  Any amounts  received after such time on any
date may,  in the  discretion  of the  Mezzanine  Agent,  be deemed to have been
received  on the  next  succeeding  Business  Day for  purposes  of  calculating
interest thereon.  All such payments shall be made to the Mezzanine Agent in the
manner as shall have been notified by the  Mezzanine  Agent to the other parties
hereto,  except that payments  pursuant to Sections  2.12,  2.13,  2.14 and 9.03
shall be made directly to the Persons  entitled  thereto.  The  Mezzanine  Agent
shall  distribute any such payments  received by it for the account of any other
Person to the appropriate  recipient promptly following receipt thereof.  If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding  Business Day, and, in the case
of any payment  accruing  interest,  interest  thereon  shall be payable for the
period of such extension. All payments hereunder shall be made in dollars.

               (b)  APPLICATION  OF  INSUFFICIENT   PAYMENTS.  If  at  any  time
insufficient  funds are received by and available to the Mezzanine  Agent to pay
fully all amounts of principal, interest and fees then due hereunder, such funds
shall be  applied  towards  payment  of  interest  and fees then due  hereunder,
ratably among the parties  entitled  thereto in  accordance  with the amounts of
interest and fees then due to such parties.

               (c) PRO RATA TREATMENT.  Except to the extent otherwise  provided
herein: (i) each Borrowing shall be made from the Lenders,  each payment of fees
for account of the Lenders  under  Section 2.09 shall be made for account of the
Lenders,  and each  termination  or reduction  of the amount of the  Commitments
under  Section  2.06  shall be  applied  to the  respective  Commitments  of the
Lenders, pro rata according to the amounts of their respective Commitments; (ii)
each  Borrowing  shall be allocated pro rata among the Lenders  according to the
amounts of their respective  Commitments (in the case of the making of Loans) or
their respective Loans that are to be included in such Borrowing (in the case of
conversions  and  continuations  of Loans);  (iii) each payment or prepayment of
principal of Loans by the Borrower  shall be made for account of the Lenders pro
rata in accordance  with the respective  unpaid  principal  amounts of the Loans
held by them;  and (iv) each payment of interest on Loans by the Borrower  shall
be made for account of the Lenders  pro rata in  accordance  with the amounts of
interest on such Loans then due and payable to the respective Lenders.

               (d)  SHARING OF  PAYMENTS BY  LENDERS.  If any Lender  shall,  by
exercising any right of set-off or counterclaim or otherwise,  obtain payment in
respect of any  principal  of or interest on any of its Loans  resulting in such
Lender receiving payment of a greater  proportion of the aggregate amount of its
Loans and accrued  interest  thereon than the  proportion  received by any other
Lender,  then the Lender  receiving such greater  proportion shall purchase (for
cash at face value)  participations  in the Loans of other Lenders to the extent
necessary  so that the  benefit  of all such  payments  shall be  shared  by the


                                       14
<PAGE>



Lenders  ratably in  accordance  with the  aggregate  amount of principal of and
accrued  interest  on  their  respective  Loans;  PROVIDED  that (i) if any such
participations  are purchased and all or any portion of the payment  giving rise
thereto is recovered,  such  participations  shall be rescinded and the purchase
price restored to the extent of such recovery,  without  interest,  and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower  pursuant to and in  accordance  with the express  terms of this
Agreement  or  any  payment  obtained  by a  Lender  as  consideration  for  the
assignment of or sale of a participation  in any of its Loans to any assignee or
participant,  other than to the Borrower or  Affiliate  thereof (as to which the
provisions  of  this  paragraph  shall  apply).  The  Borrower  consents  to the
foregoing and agrees,  to the extent it may  effectively do so under  applicable
law,  that any  Lender  acquiring  a  participation  pursuant  to the  foregoing
arrangements   may  exercise   against  the  Borrower   rights  of  set-off  and
counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation,  PROVIDED
that any amounts  collected by such Lender  pursuant to this  sentence  shall be
subject to and paid in  accordance  with Sections 13.1 and 13.3 of the Operating
Agreement.

               (e)  PRESUMPTIONS  OF PAYMENT.  Unless the Mezzanine  Agent shall
have received notice from the Borrower prior to the date on which any payment is
due to the  Mezzanine  Agent for the account of the Lenders  hereunder  that the
Borrower  will not make such payment,  the  Mezzanine  Agent may assume that the
Borrower has made such payment on such date in  accordance  herewith and may, in
reliance upon such  assumption,  distribute to the Lenders,  as the case may be,
the  amount  due.  In such  event,  if the  Borrower  has not in fact  made such
payment, then each of the Lenders, as the case may be, severally agrees to repay
to the Mezzanine  Agent  forthwith on demand the amount so  distributed  to such
Lender with  interest  thereon,  for each day from and  including  the date such
amount  is  distributed  to it to but  excluding  the  date  of  payment  to the
Mezzanine  Agent,  at the greater of the Federal Funds Effective Rate and a rate
determined by the Mezzanine Agent in accordance  with banking  industry rules on
interbank compensation.

               (f) CERTAIN  DEDUCTIONS BY MEZZANINE  AGENT.  If any Lender shall
fail to make any payment  required to be made by it pursuant to Section  2.04(b)
or 2.15(d), then the Mezzanine Agent may, in its discretion (notwithstanding any
contrary  provision  hereof),  apply  any  amounts  thereafter  received  by the
Mezzanine  Agent  for the  account  of such  Lender  to  satisfy  such  Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

               (g)  PAYMENTS  SUBJECT TO  OPERATING  AGREEMENT.  Notwithstanding
anything  herein to the  contrary,  (i) all payments by the Borrower  under this
Agreement shall be subject to and paid in accordance with Sections 13.1 and 13.3
of the  Operating  Agreement  and  (ii) to the  extent  that  the  Borrower  has
insufficient  funds to pay amounts  hereunder  (other than the  principal of the
Loans,  which  shall be and  remain due and  payable  hereunder,  with  interest
thereon,  until paid in  accordance  with this  Agreement)  in  accordance  with
Sections  13.1(a)  and 13.3 of the  Operating  Agreement,  the amounts for which
funds are so available  shall be due and payable  hereunder  and the amounts for
which funds are not so available  shall be deferred  (without  accrued  interest
thereon,  except for unpaid  interest and  commitment  fees on the Loans,  which
shall accrue interest as set forth in Section  2.10(c)) and shall not be due and
payable  hereunder  (and the  failure  to pay such  deferred  amounts  shall not
constitute a Default  hereunder  or a Wind-Down  Event under (and as defined in)
the  Operating  Agreement)  until the next  Quarterly  Payment Date on which the
Borrower has sufficient  funds to pay such deferred  amounts in accordance  with
Section 13.3 of the Operating Agreement.

          SECTION 2.16. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

               (a)  DESIGNATION  OF  DIFFERENT  LENDING  OFFICE.  If any  Lender
requests  compensation under Section 2.12, or if the Borrower is required to pay
any  additional  amount to any  Lender  or any  Governmental  Authority  for the
account of any Lender  pursuant  to Section  2.14,  then such  Lender  shall use
reasonable  efforts to  designate  a  different  lending  office for  funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its  offices,  branches or  affiliates,  if, in the  judgment of such
Lender,  such  designation or assignment  (i) would  eliminate or reduce amounts
payable  pursuant to Section 2.12 or 2.14, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be  disadvantageous  to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses  incurred by any Lender in connection with
any such designation or assignment.

               (b) REPLACEMENT OF LENDERS.  If any Lender requests  compensation
under Section 2.12, or if the Borrower is required to pay any additional  amount
to any  Lender or any  Governmental  Authority  for the  account  of any  Lender
pursuant to Section  2.14, or if any Lender  defaults in its  obligation to fund
Loans hereunder, or if in connection with any proposed amendment,  modification,
supplement  or waiver with  respect to any  provision  of this  Agreement or any
other Credit  Document as  contemplated  by Section  9.02(b) any Lender fails to
consent to any such  proposed  action within 10 days that such Lender shall have
been notified of such proposed  amendment,  modification,  supplement or waiver,
then the  Borrower  may, at its sole  expense  and  effort,  upon notice to such
Lender and the  Mezzanine  Agent,  require  such Lender to assign and  delegate,
without recourse (in accordance with and subject to the  restrictions  contained
in Section 9.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender,  if such other Lender  accepts such  assignment);  PROVIDED that (i) the
Borrower shall have received the prior written  consent of the Mezzanine  Agent,
which consent shall not  unreasonably  be withheld,  (ii) such Lender shall have
received  payment of an amount equal to the outstanding  principal of its Loans,
accrued  interest  thereon,  accrued  fees and all other  amounts  payable to it
hereunder,  from the assignee (to the extent of such  outstanding  principal and
accrued  interest and fees) or the  Borrower (in the case of all other  amounts)
and  (iii)  in the  case of any  such  assignment  resulting  from a  claim  for
compensation  under  Section  2.12 or payments  required to be made  pursuant to


                                       15
<PAGE>



Section 2.14, such assignment will result in a reduction in such compensation or
payments.  A Lender  shall  not be  required  to make any  such  assignment  and
delegation  if,  prior  thereto,  as a result  of a  waiver  by such  Lender  or
otherwise,  the circumstances  entitling the Borrower to require such assignment
and delegation cease to apply.

          SECTION 2.17. LENDER RATING CRITERIA.

               (a) If any Lender fails to satisfy the Lender Rating  Criteria at
any time during the Availability  Period, such Lender shall promptly give notice
to the  Borrower,  the Mezzanine  Agent and the Rating  Agencies of such failure
and, if such Lender does not within 10 calendar days of such failure (i) provide
cash collateral to a segregated  deposit account (the "DOWNGRADED BANK ACCOUNT")
designated  by the  Borrower  to secure  such  Lender's  obligation  to fund its
Available Mezzanine Loan Amount hereunder in an amount equal to the then undrawn
amount of such Lender's unused  Available  Mezzanine Loan Amount or (ii) cause a
guaranty to be executed  and  delivered  in favor of the  Mezzanine  Agent by an
Affiliate of such Lender that satisfies the Lender Rating Criteria,  in form and
substance  reasonably  satisfactory  to the Mezzanine  Agent,  guaranteeing  the
obligation of such Lender in respect of the Available  Mezzanine  Loan Amount of
such Lender,  the Borrower  shall be required to use its  reasonable  efforts to
replace such  Lender,  with the prior  written  consent of the  Mezzanine  Agent
(which  consent  shall not  unreasonably  be  withheld),  with an assignee  that
satisfies such Lender Rating Criteria.  In the event of any such requirement for
the Borrower to replace a Lender, such Lender shall (i) assign all of its rights
and obligations  hereunder to an assignee  selected by the Borrower upon payment
to such Lender of an amount equal to the outstanding principal of its Loans (or,
if such Loans are trading below par, at the then-market price therefor), accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and
(ii) execute and deliver an Assignment and  Assumption and such other  documents
evidencing such assignment as shall be necessary or reasonably  requested by the
Borrower or the Mezzanine  Agent,  PROVIDED that no such assignment  shall be to
the Borrower or any of its Affiliates without the prior consent of each Lender.

               (b) The  Mezzanine  Agent shall have full power and  authority to
withdraw funds from each applicable  Downgraded Bank Account at the time of, and
in connection with, the conversion of a funds contained therein to a Loan and to
deposit funds to each Downgraded Bank Account,  all in accordance with the terms
of and for the purposes set forth in this Agreement.

               (c) From and after the establishment of a Downgraded Bank Account
with  respect to any Lender,  and until the date (the  "DOWNGRADED  BANK ACCOUNT
RELEASE DATE" for such Lender) that is the earliest of:

               (i) the  assignment by such Lender of all of its rights  pursuant
          to Section 9.04,

               (ii) such Lender satisfying the Lender Rating Criteria, and

               (iii) the Maturity Date,

all  Loans  to be made by  such  Lender  shall  be made by the  Mezzanine  Agent
withdrawing  funds  from such  Downgraded  Bank  Account,  and all  payments  of
principal  with respect to Loans made by such Lender  (whether or not originally
funded  from such  Downgraded  Bank  Account)  shall be made by  depositing  the
related  funds into such  Downgraded  Bank  Account.  Upon the  Downgraded  Bank
Account  Release Date for a Lender,  all funds then held in such Downgraded Bank
Account  (after  giving  effect to any Loans to be made on such  date)  shall be
remitted by the Mezzanine  Agent to such Lender,  and thereafter all payments of
principal  with respect to Loans made by such Lender  shall be paid  directly to
such Lender in accordance with the terms of this Agreement.

               (d) The  Mezzanine  Agent  shall  from  time to time  invest  and
reinvest the funds on deposit in such  Downgraded Bank Account from time to time
in  Permitted  Investments  having a maturity  of not more than one day from the
date of acquisition.  On each Quarterly  Payment Date, the Mezzanine Agent shall
remit or cause to be remitted to the relevant Lender all earnings  received with
respect to the relevant  Downgraded  Bank Account during the related  Collection
Period.  Notwithstanding anything herein to the contrary,  neither the Mezzanine
Agent nor the Borrower  shall have any  liability  for any loss arising from any
investment or reinvestment  made by it in accordance  with, and pursuant to, the
provisions hereof.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

               The Borrower represents and warrants to the Lenders that:

          SECTION 3.01.  ORGANIZATION;  POWERS.  The Borrower is duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization,  has all requisite power and authority to carry on its business as
now conducted  and,  except where the failure to do so,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect,  is  qualified  to do business  in, and is in good  standing  in,  every
jurisdiction where such qualification is required.


                                       16
<PAGE>



          SECTION 3.02.  AUTHORIZATION;  ENFORCEABILITY.  The  Transactions  are
within  the  Borrower's  limited  liability  company  powers  and have been duly
authorized by all necessary limited  liability company and, if required,  member
action.  Each of the Program Documents to which the Borrower is a party has been
duly executed and delivered by the Borrower and  constitutes a legal,  valid and
binding  obligation of the Borrower,  enforceable in accordance  with its terms,
subject to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  laws  affecting  creditors'  rights  generally  and  subject  to  general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

          SECTION 3.03. GOVERNMENTAL  APPROVALS; NO CONFLICTS.  The Transactions
(a) do not require any consent or approval of,  registration  or filing with, or
any other  action  by,  any  Governmental  Authority,  except  such as have been
obtained  or made and are in full force and  effect,  (b) will not  violate  any
applicable law or regulation or the Operating Agreement or other  organizational
documents of the Borrower or any order of any Governmental  Authority,  (c) will
not  violate  or result in a default  under any  indenture,  agreement  or other
instrument  binding  upon the  Borrower or its  assets,  or give rise to a right
thereunder to require any payment to be made by the Borrower, and (d) other than
the Liens created by Section 6.02, will not result in the creation or imposition
of any Lien on any asset of the Borrower.

          SECTION 3.04. PROPERTIES.

               (a) PROPERTY GENERALLY.  The Borrower has good title to, or valid
leasehold  interests  in, all its real and  personal  property  material  to its
business,  except  for minor  defects in title  that do not  interfere  with its
ability to conduct  its  business  as  currently  conducted  or to utilize  such
properties for their intended purposes.

               (b) INTELLECTUAL  PROPERTY.  The Borrower owns, or is licensed to
use, all  trademarks,  tradenames,  copyrights,  patents and other  intellectual
property material to its business,  and the use thereof by the Borrower does not
infringe upon the rights of any other Person,  except for any such infringements
that,  individually  or in the  aggregate,  could not  reasonably be expected to
result in a Material Adverse Effect.

          SECTION 3.05.  LITIGATION.  There are no actions, suits or proceedings
by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Borrower,  threatened  against or affecting the Borrower (i) as
to which there is a reasonable possibility of an adverse determination and that,
if adversely  determined,  could reasonably be expected,  individually or in the
aggregate,  to result in a  Material  Adverse  Effect or (ii) that  involve  any
Program Document or the  Transactions.  Except with respect to any matters that,
individually or in the aggregate,  could not reasonably be expected to result in
a Material  Adverse  Effect,  the Borrower (i) has not failed to comply with any
Environmental Law or to obtain,  maintain or comply with any permit,  license or
other approval required under any Environmental Law, (ii) has not become subject
to any Environmental Liability,  (iii) has not received notice of any claim with
respect to any  Environmental  Liability  or (iv) does not know of any basis for
any Environmental Liability.

          SECTION 3.06. COMPLIANCE WITH LAWS AND AGREEMENTS.  The Borrower is in
compliance with all laws,  regulations and orders of any Governmental  Authority
applicable  to it or its  property  and all  indentures,  agreements  and  other
instruments binding upon it or its property,  except where the failure to do so,
individually or in the aggregate,  could not reasonably be expected to result in
a Material Adverse Effect. No Default has occurred and is continuing.

          SECTION  3.07.  INVESTMENT  COMPANY  STATUS.  The  Borrower  is not an
"investment  company"  as  defined  in, or  subject  to  regulation  under,  the
Investment Company Act of 1940.

          SECTION  3.08.  TAXES.  The  Borrower has timely filed or caused to be
filed all Tax returns  and  reports  required to have been filed and has paid or
caused to be paid all Taxes  required to have been paid by it,  except (a) Taxes
that are being contested in good faith by appropriate  proceedings and for which
the Borrower has set aside on its books  adequate  reserves or (b) to the extent
that the  failure  to do so could  not  reasonably  be  expected  to result in a
Material Adverse Effect.

          SECTION  3.09.  ERISA.  No ERISA Event has  occurred or is  reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

          SECTION 3.10.  DISCLOSURE.  Neither the Information Memorandum nor any
of the other reports,  financial  statements,  certificates or other information
furnished by or on behalf of the Borrower to the  Mezzanine  Agent or any Lender
in connection with the negotiation of this Agreement or delivered  hereunder (as
modified  or   supplemented  by  other   information  so  furnished   (including
modifications to the Operating Agreement)) contains any material misstatement of
fact or  omits to state  any  material  fact  necessary  to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading;  PROVIDED that, with respect to projected financial information, the
Borrower  represents only that such information was prepared in good faith based
upon  assumptions  believed  to be  reasonable  at the  time.  Since the date of
formation  of the  Borrower,  there has been no material  adverse  change in the
business, operations,  property, condition (financial or otherwise) or prospects
of the Borrower.


                                       17
<PAGE>



          SECTION 3.11. SOLVENCY. The Borrower is Solvent.

          SECTION 3.12. SECURITY DOCUMENTS.  The Security Documents to which the
Borrower is a party create valid and perfected first priority security interests
in the Collateral securing the payment of the obligations owing to the Mezzanine
Agent and the  Lenders  under this  Agreement  and the other  Credit  Documents,
subject to no equal or prior Lien,  except as expressly  permitted under Section
6.02.

          SECTION 3.13. CAPITALIZATION. The Borrower has heretofore delivered to
the Lenders true and complete copies of the Operating Agreement. The only member
of the Borrower on the date hereof is Holdings. As of the date hereof, (x) there
are no outstanding  Equity Interests with respect to the Borrower other than the
Equity Interests of Holdings and (y) there are no outstanding obligations of the
Borrower to repurchase, redeem, or otherwise acquire any membership interests of
the Borrower nor are there any  outstanding  obligations of the Borrower to make
payments to any  Person,  such as "phantom  equity"  payments,  where the amount
thereof is calculated with reference to the fair market value or equity value of
the Borrower.

          SECTION 3.14. SUBSIDIARIES.  The Borrower has no Subsidiaries,  except
for Subsidiaries permitted by Section 6.03(e).

                                   ARTICLE IV
                                   CONDITIONS

          SECTION 4.01.  EFFECTIVE  DATE. The obligations of the Lenders to make
Loans hereunder  shall not become  effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

               (a)  EXECUTED  COUNTERPARTS.   The  Mezzanine  Agent  shall  have
     received from each party hereto either (i) a counterpart  of this Agreement
     signed on behalf of such party or (ii) written evidence satisfactory to the
     Mezzanine  Agent  (which  may  include  telecopy  transmission  of a signed
     signature page of this  Agreement) that such party has signed a counterpart
     of this Agreement.

               (b) OPINIONS OF BORROWER COUNSEL.  The Mezzanine Agent shall have
     received (i) a favorable written opinion  (addressed to the Mezzanine Agent
     and the Lenders and dated the Effective  Date) of counsel for the Borrower,
     substantially  in the  form of  Exhibit  B, and  (ii) a  favorable  written
     opinion  (addressed  to the  Mezzanine  Agent and the Lenders and dated the
     Effective  Date) of Proskauer Rose LLP,  counsel for the Borrower,  stating
     that, subject to customary  assumptions,  the Borrower and its assets would
     not be substantively consolidated with the assets of Holdings or CharterMac
     in a bankruptcy of Holdings or CharterMac (and the Borrower hereby requests
     such counsel to deliver each such opinion).

               (c) LIMITED  LIABILITY  COMPANY  DOCUMENTS.  The Mezzanine  Agent
     shall have received such documents and  certificates as the Mezzanine Agent
     or its  counsel  may  reasonably  request  relating  to  the  organization,
     existence  and good  standing of the  Borrower,  the  authorization  of the
     Transactions  and any other legal matters  relating to the  Borrower,  this
     Agreement or the  Transactions,  all in form and substance  satisfactory to
     the Mezzanine Agent and its counsel.

               (d)  OFFICER'S  CERTIFICATE.   The  Mezzanine  Agent  shall  have
     received  a  certificate,  dated  the  Effective  Date  and  signed  by the
     President,  a Vice  President  or a  Financial  Officer  of  the  Borrower,
     confirming  compliance  with the conditions set forth in paragraphs (f) and
     (g) of this Section.

               (e) PAYMENT OF FEES, ETC. The Mezzanine Agent shall have received
     all fees and other  amounts  due and  payable on or prior to the  Effective
     Date,  including,  to the extent invoiced,  reimbursement or payment of all
     out-of-pocket  expenses  required to be  reimbursed or paid by the Borrower
     hereunder,  and including all fees set forth in the fee letter to which the
     Mezzanine  Agent and the Borrower are parties.  In addition,  the Mezzanine
     Agent shall have received upfront fees for the account of each Lender in an
     amount for each Lender equal to 0.0035  MULTIPLIED BY the aggregate  amount
     of the Commitment of such Lender on the Effective Date.

               (f)  REPRESENTATIONS  AND  WARRANTIES.  The  representations  and
     warranties  of the  Borrower  set  forth in this  Agreement  and the  other
     Program  Documents  shall be true and  correct  on and as of the  Effective
     Date.

               (g) NO DEFAULT,  ETC.  No Default or Event of Default  shall have
     occurred and be continuing as of the Effective Date.


                                       18
<PAGE>



               (h)   INSURANCE.   The   Mezzanine   Agent  shall  have  received
     satisfactory  evidence  that the Borrower has  obtained,  from  financially
     sound and  reputable  insurance  companies,  insurance  in such amounts and
     against such risks as are  customarily  maintained by companies  engaged in
     the same or similar businesses operating in the same or similar locations.

               (i)  SUBORDINATION  AND SECURITY  AGREEMENT.  The Mezzanine Agent
     shall have received the Subordination and Security Agreement, duly executed
     and delivered by the parties thereto. In addition,  the Borrower shall have
     taken such other actions as the  Collateral  Agent shall have  requested in
     order to  perfect a first  priority  security  interest  in the  Collateral
     created pursuant to the  Subordination  and Security  Agreement in favor of
     the Collateral Agent (including  actions necessary for the Collateral Agent
     to have control (within the meaning of Section 9-104 of the UCC) of each of
     the deposit accounts owned by the Borrower).

               (j) OTHER DOCUMENTS. The Mezzanine Agent shall have received each
     of the following  documents,  each of which shall be executed and delivered
     by the parties thereof and shall be on terms and conditions satisfactory to
     the Mezzanine Agent: (i) the Operating Agreement, (ii) the Senior Facility,
     (iii) the Custody Agreement,  (iv) the Collateral Support Swap and (v) such
     other  documents  as the  Mezzanine  Agent  or any  Lender  may  reasonably
     request.

               (k) EQUITY CONTRIBUTIONS;  CAPITAL STRUCTURE. The Mezzanine Agent
     shall  have  received  satisfactory  evidence  that  Holdings  has made the
     Initial Capital  Contribution  on terms and conditions  satisfactory to the
     Mezzanine  Agent.  The capital  structure  of the Borrower  (including  the
     Senior Facility) shall be reasonably satisfactory to the Mezzanine Agent.

               (l) GOVERNMENTAL APPROVALS;  THIRD PARTY APPROVALS.  The Borrower
     has  demonstrated  to the  satisfaction  of the  Mezzanine  Agent  that all
     necessary consent or approval of, registration or filing with, or any other
     action by, any Governmental Authority and all necessary consent of approval
     of any  material  third  party have been  obtained  or made and are in full
     forth and effect in connection with the Transactions.

               (m)  LITIGATION OR  ADMINISTRATIVE  PROCEEDINGS.  There exists no
     litigation  or  administrative  proceedings  or other  legal or  regulatory
     developments  that  could be  reasonably  likely to  prohibit  or to impose
     burdensome  conditions on the consummation of the Transactions or to result
     in a Material Adverse Effect.

               (n)  AVAILABLE  MEZZANINE  LOAN AMOUNT.  The Borrower  shall have
     delivered to the Mezzanine Agent a certificate setting forth the "Available
     Mezzanine Loan Amount", as determined by the Capital Model.

               (o) RATINGS. The obligations of the Borrower under this Agreement
     shall be rated "A1" by Moody's and "A+" by S&P, and the  obligations of the
     Borrower in respect of the Senior Facility shall be rated at least "Aaa" by
     Moody's and at least "AAA" by S&P.

               (p) LIEN  SEARCHES.  The  Borrower  shall have  delivered  to the
     Mezzanine  Agent  certified  copies  of UCC  search  reports,  dated a date
     reasonably  near to the Effective  Date,  listing all  effective  financing
     statements, which name the Borrower as debtor, together with copies of such
     financing statements (none of which shall cover any Collateral).

               (q) CDS  SECURITY  AGREEMENT.  The  Mezzanine  Agent  shall  have
     received the CDS Security  Agreement,  duly  executed and  delivered by the
     parties thereto.

The  Mezzanine  Agent shall notify the Borrower and the Lenders of the Effective
Date,  and such notice  shall be  conclusive  and binding.  Notwithstanding  the
foregoing,  the  obligations  of the Lenders to make Loans  hereunder  shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 3:00 p.m.,  New York City time, on June
30, 2006 (and, in the event such conditions are not so satisfied or waived,  the
Commitments shall terminate at such time).

          SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender to make
a Loan on the occasion of any Borrowing shall not be subject to any condition or
event  whatsoever  (including  whether  a Default  shall  have  occurred  and be
continuing or whether the Loans shall have been accelerated  pursuant to Article
VII),  except for the requirement that (i) the Borrower shall have complied with
Sections  2.03  and  (ii)  after  giving  effect  to such  Loan,  the  aggregate
outstanding  principal  amount of the Loans of such  Lender  do not  exceed  the
Available Mezzanine Loan Amount of such Lender.

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

               Until the  Commitments  have expired or been  terminated  and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:


                                       19
<PAGE>



          SECTION  5.01.   FINANCIAL   STATEMENTS;   RATINGS  CHANGE  AND  OTHER
INFORMATION. The Borrower will furnish to the Mezzanine Agent and each Lender:

               (a)  within  90 days  after  the end of each  fiscal  year of the
     Borrower,  its audited balance sheet and related  statements of operations,
     members' equity and cash flows as of the end of and for such year,  setting
     forth in each case (other than in the case of financial  statements for the
     fiscal year ending  December 31, 2006) in comparative  form the figures for
     the previous fiscal year, all reported on by Deloitte & Touche LLP or other
     independent public  accountants of recognized  national standing (without a
     "going  concern"  or  like  qualification  or  exception  and  without  any
     qualification  or  exception  as to the scope of such  audit) to the effect
     that such financial  statements present fairly in all material respects the
     financial condition and results of operations of the Borrower in accordance
     with GAAP consistently applied;

               (b)  within  45 days  after  the end of each of the  first  three
     fiscal quarters of each fiscal year of the Borrower,  its balance sheet and
     related statements of operations,  members' equity and cash flows as of the
     end of and for such  fiscal  quarter  and the then  elapsed  portion of the
     fiscal year, setting forth in each case in comparative form the figures for
     the  corresponding  period or  periods of (or,  in the case of the  balance
     sheet,  as of the end of) the previous fiscal year, all certified by one of
     its Financial  Officers as presenting  fairly in all material  respects the
     financial condition and results of operations of the Borrower in accordance
     with  GAAP   consistently   applied,   subject  to  normal  year-end  audit
     adjustments and the absence of footnotes;

               (c) concurrently with any delivery of financial  statements under
     clause  (a) or (b)  above,  a  certificate  of a  Financial  Officer of the
     Borrower  (i)  certifying  as to whether a Default has  occurred  and, if a
     Default has occurred,  specifying the details  thereof and any action taken
     or proposed to be taken with respect  thereto and (ii) stating  whether any
     change in GAAP or in the application thereof has occurred since the date of
     the audited financial  statements  previously  delivered under this Section
     and, if any such change has occurred,  specifying the effect of such change
     on the financial statements accompanying such certificate;

               (d) promptly  after receipt of any notice or  communication  from
     any Rating  Agency with respect to a change in the rating  established  for
     the Loans or any other  matter with  respect to this  Agreement,  a copy of
     each such notice or communication;

               (e) not later  than  11:00  a.m.  (New York City  time) the fifth
     Business Day immediately  preceding each Quarterly  Payment Date, a copy of
     the Distribution Schedule with respect to such Quarterly Payment Date;

               (f) concurrently  with any delivery of any other notice or report
     pursuant to any Program Document, a copy of each such notice or report; and

               (g)  promptly   following  any  request   therefor,   such  other
     information  regarding  the  operations,  business  affairs  and  financial
     condition of the Borrower,  or compliance with the terms of this Agreement,
     as the Mezzanine Agent or any Lender may reasonably request.

          SECTION 5.02. NOTICES OF MATERIAL EVENTS. The Borrower will furnish to
the Mezzanine Agent and each Lender prompt written notice of the following:

               (a) the occurrence of any Default or any development that results
     in, or could  reasonably  be  expected  to result  in, a  Material  Adverse
     Effect;

               (b) the filing or commencement of any action,  suit or proceeding
     by or before any arbitrator or Governmental  Authority against or affecting
     the Borrower or any Affiliate thereof that, if adversely determined,  could
     reasonably be expected to result in a Material Adverse Effect;

               (c) the  occurrence  of any ERISA Event  that,  alone or together
     with any  other  ERISA  Events  that have  occurred,  could  reasonably  be
     expected to result in a Material Adverse Effect;

               (d) the  occurrence  of either (i) a downgrade  by either  Rating
     Agency  of its  rating  of the  Borrower's  obligations  under  the  Senior
     Facility or this  Agreement or (ii) a withdrawal by either Rating Agency of
     such rating;

               (e) the  occurrence  of any Capital Model  Deficiency  Amount (as
     defined in the  Operating  Agreement)  after  running the Capital  Model as
     prescribed by the Operating Agreement;

               (f) the  occurrence of an  adjustment in the Available  Mezzanine
     Loan Amount, as determined by the Capital Model; and

               (g) the  occurrence  of any Program  Violation (as defined in the
     Operating Agreement).


                                       20
<PAGE>



Each notice  delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or  development  requiring such notice and any action taken
or proposed to be taken with respect thereto.

          SECTION 5.03. EXISTENCE;  CONDUCT OF BUSINESS. The Borrower will do or
cause to be done all things necessary to preserve,  renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business.

          SECTION  5.04.  PAYMENT  OF  OBLIGATIONS.  The  Borrower  will pay its
obligations,  including Tax  liabilities,  that, if not paid,  could result in a
Material  Adverse Effect before the same shall become  delinquent or in default,
except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) the Borrower has set aside on its books adequate
reserves  with respect  thereto in  accordance  with GAAP and (c) the failure to
make payment  pending such contest could not reasonably be expected to result in
a Material Adverse Effect.

          SECTION 5.05. MAINTENANCE OF PROPERTIES;  INSURANCE. The Borrower will
(a) keep and maintain all property owned by the Borrower material to the conduct
of its  business in good working  order and  condition,  ordinary  wear and tear
excepted,  and (b) maintain,  with  financially  sound and  reputable  insurance
companies,  insurance in such amounts and against such risks as are  customarily
maintained by companies engaged in the same or similar  businesses  operating in
the same or similar locations.

          SECTION 5.06. BOOKS AND RECORDS;  INSPECTION RIGHTS. The Borrower will
keep proper books of record and account in which full,  true and correct entries
are made of all  dealings  and  transactions  in  relation to its  business  and
activities.  The  Borrower  will permit any  representatives  designated  by the
Mezzanine  Agent or any  Lender,  upon  reasonable  prior  notice,  to visit and
inspect its properties, to examine and make extracts from its books and records,
and to discuss  its  affairs,  finances  and  condition  with its  officers  and
independent accountants, all at such reasonable times and as often as reasonably
requested,   PROVIDED  that,  unless  a  Default  shall  have  occurred  and  be
continuing,  the Mezzanine Agent and each Lender shall be permitted to visit and
inspect  the  properties,  and to examine and make  extracts  from the books and
records, of the Borrower on not more than one occasion during any calendar year.

          SECTION  5.07.  COMPLIANCE  WITH LAWS;  CONTRACTUAL  OBLIGATIONS.  The
Borrower  will  comply  with all  laws,  rules,  regulations  and  orders of any
Governmental  Authority  applicable to it or its  property,  and with all of its
contractual  obligations  (including in respect of CDS), hereunder or otherwise,
except  in  each  case  where  the  failure  to do  so,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect.

          SECTION 5.08. CERTAIN ADDITIONAL ACTIVITIES.

               (a) The Borrower  will take all steps  required by the  Operating
     Agreement,  this  Agreement and the other  Program  Documents or reasonably
     required by the Mezzanine  Agent to continue the  Borrower's  identity as a
     separate  legal  entity and to make it apparent to other  Persons  that the
     Borrower is an entity with assets and  liabilities  distinct  from those of
     any other Person.

               (b) The  Borrower  will (i) be a limited  purpose  company  whose
     activities are restricted to those activities permitted by Section 6.11 and
     (ii)  comply  with the terms  and  conditions  set  forth in the  Operating
     Agreement  (including (a) complying with the special-purpose  covenants set
     forth in Section 2.10 of the Operating Agreement, (b) operating the Capital
     Model at the times required therein,  (c) entering into CDS and Off-Setting
     Swaps, and making  Investments  contemplated by Section  6.04(vi),  only if
     permitted by the Capital Model, (d) entering into CDS and Off-Setting Swaps
     only if the eligibility  criteria relating thereto are satisfied and (e) if
     a Wind-Down  Event shall have occurred and be continuing,  (x) not entering
     into any new CDS or Off-Setting Swaps and not making any Project Investment
     contemplated  by clause (iii) of the definition  thereof and (y) making new
     Project  Investments  (other than any Project  Investment  contemplated  by
     clause (iii) of the definition thereof) only to limit its risk exposure).

          SECTION  5.09.  FURTHER  ASSURANCES.(a)  The  Borrower  will take such
     action from time to time (including filing  appropriate  Uniform Commercial
     Code financing  statements and executing and delivering  such  assignments,
     security  agreements  and  other  instruments)  as  shall be  necessary  or
     reasonably  requested  by the  Mezzanine  Agent to create,  in favor of the
     Collateral  Agent  for  the  benefit  of the  Lenders,  perfected  security
     interests and Liens in the Collateral to secure its obligations  hereunder;
     PROVIDED  that any such  security  interest or Lien shall be subject to the
     relevant requirements of the Security Documents.

               (b) If the Borrower or any of its Subsidiaries  shall acquire any
     real property  interest after the date hereof having a fair market value of
     $250,000  or  more,  then  it will  (or,  as  applicable,  will  cause  the
     respective  Subsidiary  holding such real  property  interest to) within 60
     days of such  acquisition  execute and  deliver in favor of the  Collateral
     Agent a mortgage,  deed of trust or deed to secure debt (as appropriate for
     the  jurisdiction  in which such  respective  real property is situated) in


                                       21
<PAGE>



     form and  substance  reasonably  satisfactory  to the  Mezzanine  Agent and
     pursuant to which the Borrower (or such Subsidiary) will create a Lien upon
     such  real  property  interest  in favor of the  Collateral  Agent  for the
     benefit of the Lenders as collateral  security for the  obligations  of the
     Borrower hereunder,  and the Borrower will deliver such opinions of counsel
     and title  insurance  policies  as the  Mezzanine  Agent  shall  reasonably
     request  in  connection   therewith  in  form  and   substance   reasonably
     satisfactory to the Mezzanine Agent.

          SECTION 5.10.  USE OF PROCEEDS.  The proceeds of any Loan will be used
only for (a) making  settlement  and  periodic  payments in respect of CDS,  (b)
making Project Investments,  (c) payment of Administrative  Expenses (as defined
in the Operating Agreement), (d) payment of amounts owing under Off-Setting Swap
contracts,  (e)  payments in respect of  principal,  interest and fees under the
Senior  Facility  and (f)  payments in respect of interest  and fees owing under
this  Agreement.  No part of the  proceeds  of any Loan  will be  used,  whether
directly or  indirectly,  for any purpose that entails a violation of any of the
regulations of the Board, including Regulations T, U and X.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

               Until  the  Commitments   have  expired  or  terminated  and  the
principal of and interest on each Loan and all fees payable  hereunder have been
paid in full, the Borrower covenants and agrees with the Lenders that:

          SECTION  6.01.  INDEBTEDNESS.  The  Borrower  will not create,  incur,
assume or permit to exist any Indebtedness, except:

               (a)  Indebtedness  created  hereunder and under the other Program
     Documents;

               (b) Indebtedness created under the Senior Facility;

               (c)  Indebtedness  in respect of CDS,  Off-Setting  Swaps and the
     Collateral Support Swap; and

               (d) Indebtedness up to an aggregate  outstanding principal amount
     of $200,000,000 created under the Subordinated Debt Facility in the form of
     Exhibit  E to the  Operating  Agreement  with  such  changes  as  shall  be
     permitted by the Required Lenders.

          SECTION 6.02.  LIENS. The Borrower will not create,  incur,  assume or
permit  to  exist  any Lien on any  property  or asset  now  owned or  hereafter
acquired  by it, or assign or sell any income or  revenues  (including  accounts
receivable) or rights in respect of any thereof, except:

               (a) Liens created pursuant to the Security Documents;

               (b) Permitted Liens; and

               (c) Liens created pursuant to the CDS Security  Agreement for the
     benefit of the holders from time to time of the obligations of the Borrower
     in  respect  of CDS (the "CDS  HOLDERS")  in the right of the  Borrower  to
     require the Lenders to  unconditionally  make Loans to the  Borrower  under
     this  Agreement as provided  herein,  as such agreement may be from time to
     time  amended,  supplemented  or otherwise  modified to the extent that the
     Rating  Condition shall have been satisfied after giving effect to any such
     amendment, supplement or other modification.

          SECTION 6.03. FUNDAMENTAL CHANGES.

               (a) The Borrower will not enter into any transaction of merger or
     consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
     suffer any liquidation or dissolution).

               (b) The Borrower will not acquire any business or property  from,
     or capital stock of, or be a party to any acquisition of, any Person except
     (i) for purchases of property  necessary to or consistent  with the conduct
     of the activities  permitted by Section 6.11,  (ii) as permitted by Section
     6.04 and (iii) for acquisitions of any underlying  properties in connection
     with  the  exercise  of  remedies  by  the  Borrower  with  respect  to any
     Multifamily  Revenue Bonds so long as (x) any such  underlying  property is
     owned by the  Borrower  through a special  purpose  corporation  or limited
     liability  company  established  by the  Borrower  for the sole  purpose of
     owning such  underlying  property  and (y) the Borrower  complies  with the
     applicable provisions of Section 5.09.

               (c) Except as expressly  permitted in Sections  6.04 and 6.06 and
     the  payments  contemplated  by  Sections  13.1 and  13.3 of the  Operating
     Agreement,  the  Borrower  will not  convey,  sell,  lease,  dispose  of or
     otherwise  transfer,  in one transaction or a series of  transactions,  any
     part of its business or property,  whether now owned or hereafter acquired,


                                       22
<PAGE>



     other than (i) Permitted Investments and (ii) real property and partnership
     and limited liability company ownership  interests acquired by the Borrower
     in respect  of Project  Investments  or CDS,  in each case for fair  market
     value and on an arm's length basis.

               (d) The  Borrower  will not cause or consent to any  amendment or
     modification of or waiver under, or permit any amendment or modification of
     or waiver under, the Operating Agreement,  any Credit Document, the Custody
     Agreement,   the  Collateral   Support  Swap,  the  Senior  Facility,   the
     Subordinated  Debt Facility or any other Program  Document or engage in any
     business other than a business expressly permitted by Section 6.11.

               (e) The Borrower will not create,  acquire or otherwise permit to
     exist any Subsidiary,  except for (i)  Subsidiaries  created or acquired in
     connection with the making of any Project  Investment and (ii) Subsidiaries
     created pursuant to Section 6.03(b)(iii).

          SECTION 6.04.  INVESTMENTS.  The Borrower will not make any Investment
other than (i) Project Investments, (ii) Permitted Investments,  (iii) CDS, (iv)
Off-Setting  Swaps so long as the Rating  Condition  shall  have been  satisfied
after giving  effect to such  Off-Setting  Swap,  (v) Hedging  Agreements in the
ordinary  course of  business  and not for  speculative  purposes so long as the
Rating  Condition  shall have been satisfied after giving effect to such Hedging
Agreement and the Members shall have been notified thereof and (vi) acquisitions
of  Multifamily  Revenue  Bonds (and/or any custodial  receipts  evidencing  any
Multifamily  Revenue  Bonds)  pursuant  to the terms of any CDS and the  Custody
Agreement.  The  Borrower  will not  enter  into any  arrangement,  directly  or
indirectly, with any Person whereby it shall sell or transfer any property, real
or  personal,  used or useful in its  business,  whether now owned or  hereafter
acquired,  and thereafter rent or lease such property or other property which it
intends to use for  substantially  the same  purpose or purposes as the property
being sold or transferred.

          SECTION  6.05.  CAPITAL  EXPENDITURE.  The Borrower  will not make any
capital expenditure other than Project Investments.

          SECTION 6.06.  RESTRICTED  PAYMENTS.  The Borrower will not declare or
make, or agree to pay or make,  directly or indirectly,  any Restricted  Payment
except as permitted by the priority of payments set forth in Section 13.3 of the
Operating Agreement.

          SECTION  6.07.  TRANSACTIONS  WITH  AFFILIATES.  The Borrower will not
sell, lease or otherwise transfer any property or assets to, or purchase,  lease
or otherwise  acquire any property or assets  from,  or otherwise  engage in any
other  transactions  with,  any of its  Affiliates,  except (a) in the  ordinary
course of business at prices and on terms and  conditions  not less favorable to
the  Borrower  than could be obtained on an  arm's-length  basis from  unrelated
third parties and (b) any Restricted Payment permitted by Section 6.06.

          SECTION  6.08.  CERTAIN  INDEBTEDNESS.  The Borrower  will not prepay,
redeem or repurchase any portion of any  Indebtedness in respect of, or make any
other payments under,  the  Subordinated  Debt Facility,  except in each case as
permitted by the priority of payments set forth in Section 13.3 of the Operating
Agreement.

          SECTION 6.09.  CAPITAL MODEL. The Borrower will not materially  amend,
modify, waive or otherwise make any material change to the Capital Model without
first satisfying the Rating Condition.

          SECTION 6.10. FORMS. The Borrower will not amend,  modify or otherwise
make any  material  change to any of the forms  relating  to CDS or  Off-Setting
Swaps, in each case as set forth in the exhibits to the Operating Agreement,  or
make  any  material  amendment,  modification,  waiver  or other  change  to the
definitive  agreements  of any CDS or  Off-Setting  Swaps,  without in each case
first satisfying the Rating Condition.

          SECTION 6.11. BUSINESS ACTIVITIES. The Borrower will not engage in any
business  activities  other than those set forth and permitted under Section 2.4
of the Operating Agreement.

          SECTION 6.12. BANKRUPTCY.  The Borrower will not, without the approval
of the Independent  Manager, (i) voluntarily commence any proceeding or file any
petition seeking  liquidation,  reorganization or other similar relief under any
Federal,  state or foreign bankruptcy,  insolvency,  receivership or similar law
now or  hereafter  in effect;  (ii)  consent to the  institution  of, or fail to
contest in a timely and appropriate  manner,  any proceeding or petition seeking
(a)  liquidation,  reorganization  or other  similar  relief in  respect  of the
Borrower  or its  debts,  or of a  substantial  part of its  assets,  under  any
Federal,  state or foreign bankruptcy,  insolvency,  receivership or similar law
now or  hereafter  in  effect or (b) the  appointment  of a  receiver,  trustee,
custodian, sequestrator, conservator or similar official for the Borrower or for
a substantial part of its assets;  (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or for a  substantial  part of its assets;  (iv) file an answer
admitting the material  allegations  of a petition  filed against it in any such
proceeding;  (v) make a general assignment for the benefit of creditors; or (vi)
take any action for the purpose of effecting any of the foregoing.


                                       23
<PAGE>



                                   ARTICLE VII
                                EVENTS OF DEFAULT

               If any of the following events ("EVENTS OF DEFAULT") shall occur:

               (a) the Borrower shall fail to pay any principal of any Loan when
     and as the same  shall  become  due and  payable,  whether  at the due date
     thereof or at a date fixed for prepayment thereof or otherwise;

               (b) the  Borrower  shall fail to pay any  interest on any Loan or
     any fee or any other amount (other than an amount referred to in clause (a)
     of this Article)  payable under this Agreement,  when and as the same shall
     become due and payable,  and such failure shall  continue  unremedied for a
     period of three Business Days;

               (c) any  representation  or warranty made or deemed made by or on
     behalf of the  Borrower  in or in  connection  with this  Agreement  or any
     amendment or  modification  hereof or waiver  hereunder,  or in any report,
     certificate, financial statement or other document furnished pursuant to or
     in connection with this Agreement or any amendment or  modification  hereof
     or waiver hereunder, shall prove to have been incorrect when made or deemed
     made in any material  respect and such breach shall not have been remedied,
     cured,  reversed or waived  within 30 days after receipt by the Borrower of
     written notice from the Mezzanine Agent or any Lender of the foregoing;

               (d) the Borrower  shall fail to observe or perform any  covenant,
     condition or agreement  contained  in Sections  5.08,  5.09(b) and 5.10 and
     Article VI;

               (e) the Borrower  shall fail to observe or perform any  covenant,
     condition  or  agreement  contained  in this  Agreement  (other  than those
     specified  in clause (a),  (b) or (d) of this  Article),  and such  failure
     shall continue unremedied for a period of 30 days after notice thereof from
     the  Mezzanine  Agent to the  Borrower  (which  notice will be given at the
     request of any Lender);

               (f) the  Borrower  shall  fail to make any  payment  (whether  of
     principal or interest and  regardless of amount) in respect of any Material
     Indebtedness, when and as the same shall become due and payable;

               (g) any event or  condition  occurs that  results in any Material
     Indebtedness  becoming due prior to its scheduled  maturity or that enables
     or permits (after the expiration of any applicable cure periods) the holder
     or holders of any Material  Indebtedness  or any trustee or agent on its or
     their  behalf to cause any  Material  Indebtedness  to  become  due,  or to
     require the prepayment, repurchase, redemption or defeasance thereof, prior
     to its scheduled maturity; PROVIDED that this clause (g) shall not apply to
     secured  Indebtedness that becomes due as a result of the voluntary sale or
     transfer of the property or assets securing such Indebtedness;

               (h)  an   involuntary   proceeding   shall  be  commenced  or  an
     involuntary  petition shall be filed seeking (i) liquidation,  dissolution,
     reorganization  or  other  relief  in  respect  of any of the  Borrower  or
     Holdings or its debts,  or of a substantial  part of its assets,  under any
     Federal, state or foreign bankruptcy,  insolvency,  receivership or similar
     law now or  hereafter  in effect  or (ii) the  appointment  of a  receiver,
     trustee, custodian,  sequestrator,  conservator or similar official for any
     of the Borrower or Holdings or for a substantial  part of its assets,  and,
     in any such case,  such  proceeding or petition shall continue  undismissed
     for 60  days  or an  order  or  decree  approving  or  ordering  any of the
     foregoing shall be entered;

               (i)  any  of the  Borrower  or  Holdings  shall  (i)  voluntarily
     commence  any  proceeding  or  file  any  petition   seeking   liquidation,
     dissolution,  reorganization  or other relief  under any Federal,  state or
     foreign  bankruptcy,  insolvency,   receivership  or  similar  law  now  or
     hereafter in effect, (ii) consent to the institution of, or fail to contest
     in a timely and appropriate manner, any proceeding or petition described in
     clause (h) of this Article,  (iii) apply for or consent to the  appointment
     of a receiver,  trustee,  custodian,  sequestrator,  conservator or similar
     official  for the  Borrower  or  Holdings,  as the  case  may be,  or for a
     substantial part of its assets,  (iv) file an answer admitting the material
     allegations of a petition filed against it in any such proceeding, (v) make
     a general  assignment  for the benefit of creditors or (vi) take any action
     for the purpose of effecting any of the foregoing;

               (j) any of the  Borrower or  Holdings  shall admit in writing its
     inability or fail generally to pay its debts as they become due;

               (k)  one or  more  judgments  for  the  payment  of  money  in an
     aggregate  amount in excess of  $1,000,000  shall be  rendered  against the
     Borrower  and  the  same  shall  remain  undischarged  for a  period  of 30
     consecutive days during which execution shall not be effectively stayed, or
     any action shall be legally taken by a judgment  creditor to attach or levy
     upon any assets of the Borrower to enforce any such judgment;


                                       24
<PAGE>



               (l) an ERISA Event shall have  occurred  that,  in the opinion of
     the Required Lenders,  when taken together with all other ERISA Events that
     have occurred, could reasonably be expected to result in a Material Adverse
     Effect;

               (m) a Change in Control shall occur;

               (n) a Wind-Down  Event (other than (i) a Wind-Down Event referred
     to in clause (d) of Section 12.1 of the  Operating  Agreement to the extent
     such event relates to this Agreement and (ii) a Wind-Down Event referred to
     in clause (l) of Section 12.1 of the Operating Agreement) shall occur;

               (o) (i) any  provision  of the  Operating  Agreement,  any Credit
     Document or the Senior Facility ceases for any reason to be legal, valid or
     binding on the Borrower,  or the Borrower (or any of its affiliates)  shall
     in writing state that any  provision of any such document  should cease for
     any  reason to be legal  valid and  binding  on the  Borrower,  or (ii) any
     provision of the Right of First Refusal  Letter ceases for any reason to be
     legal,  valid  or  binding  on  CharterMac,  or  CharterMac  (or any of its
     affiliates)  shall in writing state that any provision of any such document
     should cease for any reason to be legal valid and binding on CharterMac;

               (p) the Collateral  Agent shall at any time fail to have a valid,
     perfected,  first priority security interest in any material portion of the
     Collateral; or

               (q) (i) the  Managing  Member  willfully  violates,  or takes any
     action  that it knows  breaches,  any  material  provision  of any  Program
     Document,  and any such violation or action could reasonably be expected to
     result in a Material  Adverse Effect,  (ii) the Managing Member  materially
     breaches any provision of any Program Document or any  representation  made
     by the Managing  Member shall prove to have been incorrect when made in any
     material respect,  and within 30 days of its becoming aware of such breach,
     or such incorrect  representation,  the Managing  Member fails to cure such
     breach or (iii) the Managing Member commits fraud or criminal activity,  or
     exercises gross  negligence  that has an adverse effect on the Lenders,  in
     the performance of its obligations or the Managing Member is indicted for a
     criminal offense related to its primary businesses;

then, subject in each case to Section 2.15(g) and the Subordination and Security
Agreement,  (1) and in every such event (other than an event described in clause
(h) or (i) of this Article),  and at any time thereafter  during the continuance
of such event,  the  Mezzanine  Agent may,  and at the  request of the  Required
Lenders shall, by notice to the Borrower,  declare the Loans then outstanding to
be due and  payable  in whole (or in part,  in which case any  principal  not so
declared  to be due  and  payable  may  thereafter  be  declared  to be due  and
payable),  and  thereupon  the  principal of the Loans so declared to be due and
payable,  together  with  accrued  interest  thereon  and  all  fees  and  other
obligations  of the  Borrower  accrued  hereunder,  shall become due and payable
immediately,  without presentment,  demand, protest or other notice of any kind,
all of  which  are  hereby  waived  by the  Borrower;  (2) in case of any  event
described in clause (h) or (i) of this Article,  the principal of the Loans then
outstanding,  together  with  accrued  interest  thereon  and all fees and other
obligations  accrued  hereunder,  shall  automatically  become due and  payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby waived by the Borrower; and (3)

               (i) except as provided in clause (v) below, the Commitments shall
     not terminate  and the Lenders  shall remain  obligated to make Loans under
     Section 2.01,  including the  obligation to make Loans  thereunder  for the
     benefit of the CDS Holders,  as provided in the CDS Security  Agreement (it
     being  recognized  that  any such new  Loan  shall be due and  payable  if,
     pursuant to the  foregoing  clauses (1) or (2),  the other Loans shall have
     been declared due and payable), subject to the terms and conditions in this
     Agreement;

               (ii) the Borrower shall not be permitted to enter into new CDS or
     Off-Setting  Swaps or make any Project  Investment  contemplated  by clause
     (iii) of the definition thereof and the Borrower shall only be permitted to
     make  new  Project   Investments   (other   than  any  Project   Investment
     contemplated  by clause (iii) of the definition  thereof) to limit its risk
     exposure;

               (iii) the Required  Lenders shall have the option to instruct the
     Collateral  Agent to foreclose on the  Collateral and exercise the remedies
     available  under  the  Subordination   and  Security   Agreement  (and,  in
     connection  therewith,  instruct the Collateral  Agent to appoint a special
     manager to manage the Collateral (including Project Investments));

               (iv) the principal amount of the Loans shall be repaid from funds
     in the Reserve  Account in  accordance  with the  priority of payments  set
     forth in Section 13.3 of the Operating Agreement;

               (v) after the  outstanding  Loans shall have been repaid in full,
     the aggregate  amount  required to be held in the Reserve  Account shall be
     increased by an amount equal to the Available  Mezzanine  Loan Amount,  and
     the  Available  Mezzanine  Loan Amount and the  Commitment  for each Lender
     shall be permanently reduced to zero on a  dollar-for-dollar  basis as such


                                       25
<PAGE>



     additional  amounts are retained in the Reserve  Account,  as determined by
     the Capital Model and in accordance with the priority of payments set forth
     in Section 13.3 of the Operating Agreement; and

               (vi) the Borrower  shall not make,  directly or  indirectly,  any
     Restricted  Payment to Holdings  until the Available  Mezzanine Loan Amount
     shall have been permanently reduced to zero.

                                  ARTICLE VIII
                               THE MEZZANINE AGENT

               Each of the Lenders  hereby  irrevocably  appoints and authorizes
the  Mezzanine  Agent to act as its agent  hereunder  and under the other Credit
Documents with such powers as are delegated to the Mezzanine  Agent by the terms
of this Agreement and the other Credit Documents, together with such actions and
powers as are reasonably incidental thereto.  Without limiting the generality of
the  foregoing,  by its signature  hereto each Lender  authorizes  the Mezzanine
Agent to execute,  deliver and perform the Subordination and Security  Agreement
and agrees to be bound by the terms and  conditions  thereof  as if such  Lender
were a party  thereto.  Subject to the  provisions  of this  Article  VIII,  the
Mezzanine  Agent shall take such actions  under the  Subordination  and Security
Agreement as shall be directed by the Required Lenders.

               The bank serving as the Mezzanine  Agent hereunder shall have the
same rights and powers in its  capacity as a Lender as any other  Lender and may
exercise the same as though it were not the Mezzanine  Agent,  and such bank and
its Affiliates may accept deposits from,  lend money to and generally  engage in
any kind of business with the Borrower or other Affiliate  thereof as if it were
not the Mezzanine Agent hereunder.

               The  Mezzanine  Agent  shall not have any  duties or  obligations
except  those  expressly  set forth  herein and in the other  Credit  Documents.
Without limiting the generality of the foregoing,  (a) the Mezzanine Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing,  (b) the Mezzanine  Agent shall not have
any duty to take any discretionary action or exercise any discretionary  powers,
except discretionary rights and powers expressly  contemplated hereby and by the
other  Credit  Documents  that the  Mezzanine  Agent is  required to exercise in
writing as directed by the Required  Lenders (or such other number or percentage
of the  Lenders as shall be  necessary  under the  circumstances  as provided in
Section  9.02),  and (c) except as  expressly  set forth herein and in the other
Credit Documents,  the Mezzanine Agent shall not have any duty to disclose,  and
shall not be liable for the failure to disclose, any information relating to the
Borrower  that is  communicated  to or obtained by the bank serving as Mezzanine
Agent or any of its Affiliates in any capacity. The Mezzanine Agent shall not be
liable  for any  action  taken or not  taken by it with  the  consent  or at the
request of the  Required  Lenders  (or such other  number or  percentage  of the
Lenders as shall be  necessary  under the  circumstances  as provided in Section
9.02) or in the absence of its own gross  negligence or wilful  misconduct.  The
Mezzanine  Agent shall be deemed not to have knowledge of any Default unless and
until written notice thereof is given to the Mezzanine  Agent by the Borrower or
a Lender,  and the Mezzanine Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement,  warranty or representation made
in or in connection with this Agreement or the other Program Documents, (ii) the
contents of any  certificate,  report or other document  delivered  hereunder or
under the other Program Documents or in connection herewith or therewith,  (iii)
the performance or observance of any of the covenants, agreements or other terms
or  conditions  set forth  herein or in the other  Program  Documents,  (iv) the
validity,  enforceability,  effectiveness or genuineness of this Agreement,  the
other Program Documents or any other agreement,  instrument or document,  or (v)
the satisfaction of any condition set forth in Article IV or elsewhere herein or
in the other Program Documents, other than to confirm receipt of items expressly
required to be delivered to the Mezzanine Agent.

               The Mezzanine Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been signed or sent by the proper Person.  The Mezzanine  Agent also
may rely upon any statement made to it orally or by telephone and believed by it
to be made by the proper  Person,  and shall not incur any liability for relying
thereon.  The Mezzanine Agent may consult with legal counsel (who may be counsel
for the Borrower), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in  accordance  with
the advice of any such counsel, accountants or experts.

               The  Mezzanine  Agent  may  perform  any and all its  duties  and
exercise  its  rights  and  powers  by or  through  any one or  more  sub-agents
appointed by the Mezzanine Agent. The Mezzanine Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers  through their
respective  Related  Parties.  The  exculpatory   provisions  of  the  preceding
paragraphs  shall apply to any such sub-agent and to the Related  Parties of the
Mezzanine Agent and any such sub-agent.

               Subject  to  the   appointment  and  acceptance  of  a  successor
Mezzanine Agent as provided in this paragraph, the Mezzanine Agent may resign at
any time by notifying the Lenders and the Borrower.  Upon any such  resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to
appoint  a  successor.  If no  successor  shall  have been so  appointed  by the
Required Lenders and shall have accepted such  appointment  within 30 days after
the retiring Mezzanine Agent gives notice of its resignation,  then the retiring
Mezzanine  Agent may, on behalf of the  Lenders,  appoint a successor  Mezzanine


                                       26
<PAGE>



Agent  which  shall be a bank  with an  office  in New  York,  New  York,  or an
Affiliate of any such bank.  Upon the acceptance of its appointment as Mezzanine
Agent  hereunder  by a successor,  such  successor  shall  succeed to and become
vested  with all the  rights,  powers,  privileges  and  duties of the  retiring
Mezzanine Agent hereunder and under the other Credit Documents, and the retiring
Mezzanine Agent shall be discharged  from its duties and  obligations  hereunder
and under the other  Credit  Documents.  The fees  payable by the  Borrower to a
successor  Mezzanine Agent shall be the same as those payable to its predecessor
unless  otherwise  agreed  between the  Borrower and such  successor.  After the
Mezzanine  Agent's  resignation  hereunder,  the  provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring Mezzanine
Agent,  its sub-agents and their  respective  Related  Parties in respect of any
actions  taken or  omitted  to be taken by any of them  while it was  acting  as
Mezzanine Agent.

               Each Lender  acknowledges that it has,  independently and without
reliance  upon  the  Mezzanine  Agent  or any  other  Lender  and  based on such
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis  and  decision  to  enter  into  this   Agreement.   Each  Lender  also
acknowledges that it will, independently and without reliance upon the Mezzanine
Agent or any other  Lender and based on such  documents  and  information  as it
shall from time to time deem appropriate,  continue to make its own decisions in
taking or not taking  action  under or based upon this  Agreement,  any  related
agreement or any document furnished hereunder or thereunder.

               Notwithstanding   anything  herein  to  the  contrary,  the  Sole
Bookrunner  and Sole Lead  Arranger  named on the cover  page of this  Agreement
shall not have any duties or  liabilities  under this  Agreement,  except in its
capacity, if any, as a Lenders.


                                   ARTICLE IX
                                  MISCELLANEOUS

          SECTION 9.01. NOTICES.

               (a)  NOTICES  GENERALLY.  All  notices  and other  communications
provided  for  herein  shall be in  writing  and shall be  delivered  by hand or
overnight  courier  service,  mailed by certified or registered  mail or sent by
telecopy, as follows:

               (i) if to the Borrower,  to it at 625 Madison  Avenue,  New York,
     New York 10022, Attention of James Spound (Telecopy No. 212-317-5762);

               (ii) if to the Mezzanine  Agent,  to Citibank,  N.A. at One Court
     Square, 45th Floor Zone 11, Long Island City, NY 11120,  Attention of Maria
     McKeon (Telecopy No. 718-248-4722),  with a copy to Rhona L. Landau, Deputy
     General  Counsel,  Citigroup  Commercial  Business Group, One Court Square,
     14th Floor, Long Island City, NY 11120 (Telecopy No. 718-248-6009); and

               (iii) if to any other  Lender,  to it at its address (or telecopy
     number) set forth in its Administrative Questionnaire.

               (b) ELECTRONIC  COMMUNICATIONS.  Notices and other communications
to  the  Lenders   hereunder   may  be  delivered  or  furnished  by  electronic
communications  pursuant to procedures approved by the Mezzanine Agent; PROVIDED
that the  foregoing  shall not apply to  notices  pursuant  to Article II unless
otherwise agreed by the Mezzanine Agent and the applicable Lender. The Mezzanine
Agent or the Borrower may, in its discretion,  agree to accept notices and other
communications  to  it  hereunder  by  electronic   communications  pursuant  to
procedures  approved by it;  PROVIDED  that approval of such  procedures  may be
limited to particular notices or communications.

               (c)  CHANGE OF  ADDRESS,  ETC.  Any party  hereto  may change its
address or telecopy  number for notices and other  communications  hereunder  by
notice to the other parties hereto. All notices and other  communications  given
to any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.

          SECTION 9.02. WAIVERS; AMENDMENTS.

               (a) NO DEEMED WAIVERS;  REMEDIES CUMULATIVE.  No failure or delay
by the Mezzanine  Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such  right or  power,  or any  abandonment  or  discontinuance  of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the  exercise  of any other  right or power.  The  rights  and  remedies  of the
Mezzanine  Agent and the Lenders  hereunder are cumulative and are not exclusive
of any rights or  remedies  that they  would  otherwise  have.  No waiver of any
provision  of  this  Agreement  or  consent  to any  departure  by the  Borrower
therefrom shall in any event be effective  unless the same shall be permitted by
paragraph  (b) of this  Section,  and  then  such  waiver  or  consent  shall be
effective  only in the  specific  instance  and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not


                                       27
<PAGE>



be  construed as a waiver of any Default,  regardless  of whether the  Mezzanine
Agent or any  Lender  may have had notice or  knowledge  of such  Default at the
time.

               (b) AMENDMENTS. Neither this Agreement, any other Credit Document
nor any provision  hereof or thereof may be waived,  amended or modified  except
pursuant to an agreement or agreements  in writing  entered into by the Borrower
and the Required  Lenders or by the Borrower  and the  Mezzanine  Agent with the
consent of the Required Lenders; PROVIDED that no such agreement shall

               (i) increase  the  Commitment  of any Lender  without the written
     consent of such Lender,

               (ii) reduce the  principal  amount of any Loan or reduce the rate
     of interest  thereon,  or reduce any fees  payable  hereunder,  without the
     written consent of each Lender adversely affected thereby,

               (iii)  postpone the  scheduled  date of payment of the  principal
     amount of any Loan, or any interest thereon, or any fees payable hereunder,
     or reduce the amount of, waive or excuse any such payment,  or postpone the
     scheduled date of expiration of any Commitment, without the written consent
     of each Lender adversely affected thereby,

               (iv) change  Section  2.15(b) or (c) in a manner that would alter
     the pro rata  sharing of  payments  required  thereby,  without the written
     consent of each Lender adversely affected thereby,

               (v)  change  any  of  the  provisions  of  this  Section  or  the
     definition of "Required  Lenders" or any other provision hereof  specifying
     the number or percentage of Lenders required to waive,  amend or modify any
     rights hereunder or make any determination or grant any consent  hereunder,
     without the written consent of each Lender,

               (vi) release any material  portion of the Collateral  without the
     written consent of each Lender, and

               (vii) amend,  modify or otherwise  affect the rights or duties of
     the Mezzanine  Agent  hereunder  without the prior  written  consent of the
     Mezzanine Agent.

          SECTION 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.

               (a) COSTS AND EXPENSES. The Borrower shall pay (i) all reasonable
out-of-pocket  expenses  incurred  by the  Mezzanine  Agent and its  Affiliates,
including the  reasonable  fees,  charges and  disbursements  of counsel for the
Mezzanine  Agent, in connection with the preparation and  administration  of the
Credit  Documents or any amendments,  modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated),  and (ii) all  out-of-pocket  expenses  incurred by the  Mezzanine
Agent or any  Lender,  including  the fees,  charges  and  disbursements  of any
counsel  for  the  Mezzanine  Agent  or  any  Lender,  in  connection  with  the
enforcement or protection of its rights in connection with the Credit Documents,
including  its rights under this Section,  or in connection  with the Loans made
hereunder,  including  all  such  out-of-pocket  expenses  incurred  during  any
workout, restructuring or negotiations in respect of such Loans.

               (b) INDEMNIFICATION BY BORROWER. The Borrower shall indemnify the
Mezzanine Agent and each Lender,  and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee")  against,  and hold each
Indemnitee harmless from, any and all losses, claims,  damages,  liabilities and
related expenses,  including the fees,  charges and disbursements of any counsel
for any Indemnitee,  incurred by or asserted against any Indemnitee  arising out
of, in connection  with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or the use of the proceeds  therefrom,  (iii) any actual or alleged  presence or
release of Hazardous  Materials on or from any property owned or operated by the
Borrower, or any Environmental  Liability related in any way to the Borrower, or
(iv) any actual or prospective  claim,  litigation,  investigation or proceeding
relating to any of the foregoing,  whether based on contract,  tort or any other
theory and  regardless of whether any  Indemnitee is a party  thereto;  PROVIDED
that such indemnity shall not, as to any Indemnitee,  be available to the extent
that  such  losses,  claims,  damages,   liabilities  or  related  expenses  are
determined  by a court of  competent  jurisdiction  by final  and  nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.

               (c)  INDEMNIFICATION BY LENDERS.  To the extent that the Borrower
fails to pay any amount  required to be paid by it to the Mezzanine  Agent under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Mezzanine Agent such Lender's Applicable  Percentage  (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid  amount;  PROVIDED that the  unreimbursed  expense or  indemnified  loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Mezzanine Agent in its capacity as such.

               (d) WAIVER OF CONSEQUENTIAL DAMAGES, ETC. To the extent permitted
by applicable law, the Borrower shall not assert,  and hereby waives,  any claim
against any  Indemnitee,  on any theory of  liability,  for  special,  indirect,


                                       28
<PAGE>



consequential  or  punitive  damages  (as  opposed to direct or actual  damages)
arising out of, in  connection  with,  or as a result of, this  Agreement or any
agreement or instrument contemplated hereby, the Transactions or any Loan or the
use of the proceeds thereof.

          SECTION 9.04. SUCCESSORS AND ASSIGNS.

               (a) ASSIGNMENTS GENERALLY. The provisions of this Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective successors and assigns permitted hereby, except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations  hereunder
(except as provided in the CDS  Security  Agreement)  without the prior  written
consent of each Lender (and any attempted assignment or transfer by the Borrower
without  such  consent  shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with
this  Section.  Nothing  in this  Agreement,  expressed  or  implied,  shall  be
construed  to confer  upon any Person  (other  than the  parties  hereto,  their
respective successors and assigns permitted hereby,  Participants (to the extent
provided  in  paragraph  (c) of  this  Section)  and,  to the  extent  expressly
contemplated  hereby, the Related Parties of each of the Mezzanine Agent and the
Lenders)  any legal or  equitable  right,  remedy or claim under or by reason of
this Agreement.

               (b) ASSIGNMENTS BY LENDERS.

               (i) ASSIGNMENTS GENERALLY. Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion of its  Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of:

               (A) the Borrower,  PROVIDED that no consent of the Borrower shall
     be required for an  assignment  to a Lender,  an Affiliate of a Lender,  an
     Approved  Fund or, if an Event of Default has occurred  and is  continuing,
     any other assignee; and

               (B)  the  Mezzanine  Agent,  PROVIDED  that  no  consent  of  the
     Mezzanine  Agent shall be required for an  assignment of all or any portion
     of the Commitments or Loans to a Lender.

               (ii) CERTAIN  CONDITIONS  TO  ASSIGNMENTS.  Assignments  shall be
subject to the following additional conditions:

               (A)  except  in the  case  of an  assignment  to a  Lender  or an
     Affiliate of a Lender or an  assignment of the entire  remaining  amount of
     the assigning Lender's Commitment or Loans, the amount of the Commitment or
     Loans of the assigning  Lender subject to each such assignment  (determined
     as of  the  date  the  Assignment  and  Assumption  with  respect  to  such
     assignment  is  delivered  to the  Mezzanine  Agent) shall not be less than
     $5,000,000  unless each of the Borrower and the Mezzanine  Agent  otherwise
     consent, PROVIDED that no such consent of the Borrower shall be required if
     an Event of Default has occurred and is continuing;

               (B) each partial  assignment  shall be made as an assignment of a
     proportionate  part of all the assigning  Lender's  rights and  obligations
     under this Agreement;

               (C) the parties to each  assignment  shall execute and deliver to
     the  Mezzanine  Agent  an  Assignment  and  Assumption,   together  with  a
     processing and recordation fee of $3,500;

               (D) the assignee,  if it shall not be a Lender,  shall deliver to
     the Mezzanine Agent an Administrative Questionnaire; and

               (E) the assignee shall satisfy the Lender Rating  Criteria or the
     alternative requirements of Section 2.17 on the date of such assignment.

               (iii)  EFFECTIVENESS  OF  ASSIGNMENTS.  Subject to acceptance and
recording thereof pursuant to paragraph (b)(iv) of this Section,  from and after
the effective  date  specified in each  Assignment  and  Assumption the assignee
thereunder  shall be a party hereto and, to the extent of the interest  assigned
by such Assignment and  Assumption,  have the rights and obligations of a Lender
under this Agreement,  and the assigning Lender  thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Assumption  covering all of the assigning  Lender's rights and obligations under
this Agreement,  such Lender shall cease to be a party hereto but shall continue
to be entitled  to the  benefits of Sections  2.12,  2.13,  2.14 and 9.03).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this  Section  shall be treated  for  purposes of this
Agreement  as a sale by such  Lender  of a  participation  in  such  rights  and
obligations in accordance  with  paragraph (c) of this Section.  Notwithstanding
anything to the contrary  contained herein,  the Borrower shall not be obligated
to pay to any assignee of any Lender any amount under any of Sections 2.12, 2.13
or 2.14 greater than the amount the Borrower would have been obligated to pay to


                                       29
<PAGE>



such Lender if such Lender had not made any  assignment to such assignee of such
Lender's rights under this  Agreement,  unless such assignment is made at a time
when the circumstances giving rise to such greater payments did not exist.

               (iv)  MAINTENANCE OF REGISTER.  The Mezzanine  Agent,  acting for
this purpose as an agent of the Borrower, shall maintain at one of its offices a
copy of each  Assignment and  Assumption  delivered to it and a register for the
recordation  of the names and addresses of the Lenders,  and the  Commitment of,
and  principal  amount of the Loans owing to, each Lender  pursuant to the terms
hereof from time to time (the "REGISTER").  The entries in the Register shall be
conclusive, and the Borrower, the Mezzanine Agent and the Lenders may treat each
Person whose name is recorded in the Register  pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement,  notwithstanding  notice to
the contrary. The Register shall be available for inspection by the Borrower and
any Lender,  at any reasonable time and from time to time upon reasonable  prior
notice.

               (v)  ACCEPTANCE  OF  ASSIGNMENTS  BY  MEZZANINE  AGENT.  Upon its
receipt of a duly completed  Assignment and Assumption  executed by an assigning
Lender and an assignee,  the assignee's completed  Administrative  Questionnaire
(unless the assignee  shall already be a Lender  hereunder),  the processing and
recordation  fee  referred to in  paragraph  (b) of this Section and any written
consent to such  assignment  required  by  paragraph  (b) of this  Section,  the
Mezzanine  Agent shall  accept such  Assignment  and  Assumption  and record the
information  contained therein in the Register. No assignment shall be effective
for purposes of this  Agreement  unless it has been  recorded in the Register as
provided in this paragraph.

               (c) PARTICIPATIONS.

               (i) PARTICIPATIONS GENERALLY. Any Lender may, without the consent
of the Borrower or the Mezzanine Agent, sell participations to one or more banks
or other entities (a  "PARTICIPANT") in all or a portion of such Lender's rights
and  obligations  under  this  Agreement  (including  all  or a  portion  of its
Commitment  and the  Loans  owing  to  it);  PROVIDED  that  (A)  such  Lender's
obligations under this Agreement shall remain  unchanged,  (B) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations  and (C) the  Borrower,  the  Mezzanine  Agent,  and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender's rights and obligations  under this Agreement.  Any
agreement or  instrument  pursuant to which a Lender sells such a  participation
shall  provide  that such  Lender  shall  retain the sole right to enforce  this
Agreement and to approve any amendment,  modification or waiver of any provision
of this  Agreement;  PROVIDED that such agreement or instrument may provide that
such Lender  will not,  without  the  consent of the  Participant,  agree to any
amendment,  modification  or waiver  described  in the first  proviso to Section
9.02(b)  that  affects such  Participant.  Subject to paragraph  (c)(ii) of this
Section,  the  Borrower  agrees that each  Participant  shall be entitled to the
benefits  of  Sections  2.12,  2.13 and 2.14 to the same  extent as if it were a
Lender and had acquired its interest by assignment  pursuant to paragraph (b) of
this Section.

               (ii) LIMITATIONS ON RIGHTS OF PARTICIPANTS.  A Participant  shall
not be entitled to receive any greater  payment  under Section 2.12 or 2.14 than
the  applicable  Lender would have been  entitled to receive with respect to the
participation sold to such Participant,  unless the sale of the participation to
such  Participant  is  made  with  the  Borrower's  prior  written  consent.   A
Participant  that  would be a Foreign  Lender  if it were a Lender  shall not be
entitled to the  benefits of Section 2.14 unless the Borrower is notified of the
participation  sold to such  Participant and such  Participant  agrees,  for the
benefit of the  Borrower,  to comply  with  Section  2.14(e) as though it were a
Lender.

               (d) CERTAIN PLEDGES.  Any Lender may at any time pledge or assign
a security  interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender,  including any pledge or assignment to secure
obligations  to a Federal  Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security  interest;  PROVIDED that no such pledge
or  assignment  of a security  interest  shall  release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

               (e) NO TRANSFERS TO THE BORROWER OR AFFILIATES.  Anything in this
Section to the contrary notwithstanding, no Lender may sell, assign, participate
or in any way  transfer  any  interest in any Loan held by it to the Borrower or
any of its Affiliates without the prior consent of each Lender.

          SECTION 9.05. SURVIVAL. All covenants, agreements, representations and
warranties  made  by  the  Borrower  herein  and in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive  the  execution  and  delivery of this  Agreement  and the making of any
Loans,  regardless of any  investigation  made by any such other party or on its
behalf and  notwithstanding  that the Mezzanine Agent or any Lender may have had
notice or knowledge of any Default or  incorrect  representation  or warranty at
the time any credit is extended hereunder,  and shall continue in full force and
effect as long as the  principal  of or any accrued  interest on any Loan or any
fee or any other amount payable under this  Agreement is outstanding  and unpaid
and so long as the Commitments have not expired or terminated. The provisions of
Sections  2.12,  2.13,  2.14,  9.03 and 9.13 and Article VIII shall  survive and
remain  in  full  force  and  effect  regardless  of  the  consummation  of  the
transactions  contemplated hereby, the repayment of the Loans, the expiration or
termination  of the  Commitments  or the  termination  of this  Agreement or any
provision hereof.


                                       30
<PAGE>



          SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement
may be executed in  counterparts  (and by different  parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute a single  contract.  This  Agreement  and any
separate  letter  agreements with respect to fees payable to the Mezzanine Agent
constitute the entire contract among the parties  relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written,  relating to the subject matter  hereof.  Except as provided in Section
4.01, this Agreement shall become  effective when it shall have been executed by
the  Mezzanine   Agent  and  when  the  Mezzanine   Agent  shall  have  received
counterparts  hereof which, when taken together,  bear the signatures of each of
the other parties hereto,  and thereafter shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns.
Delivery of an executed  counterpart  of a signature  page of this  Agreement by
telecopy  shall be effective as delivery of a manually  executed  counterpart of
this Agreement.

          SECTION 9.07. SEVERABILITY. Any provision of this Agreement held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

          SECTION  9.08.  GOVERNING  LAW;  JURISDICTION;  CONSENT  TO SERVICE OF
PROCESS.

               (a)  GOVERNING  LAW.  This   Agreement   shall  be  construed  in
accordance with and governed by the law of the State of New York.

               (b) SUBMISSION TO JURISDICTION.  The Borrower hereby  irrevocably
and unconditionally  submits,  for itself and its property,  to the nonexclusive
jurisdiction  of the Supreme  Court of the State of New York sitting in New York
County and of the United States  District Court of the Southern  District of New
York,  and any  appellate  court from any thereof,  in any action or  proceeding
arising out of or relating to this Agreement,  or for recognition or enforcement
of any  judgment,  and  each  of  the  parties  hereto  hereby  irrevocably  and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided  by law.  Nothing  in this  Agreement  shall  affect any right that the
Mezzanine  Agent or any  Lender  may  otherwise  have to  bring  any  action  or
proceeding  relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

               (c)  WAIVER  OF  VENUE.  The  Borrower  hereby   irrevocably  and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any suit,  action or proceeding  arising out of or relating to this Agreement in
any court  referred to in  paragraph  (b) of this  Section.  Each of the parties
hereto hereby  irrevocably  waives,  to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

               (d) SERVICE OF PROCESS.  Each party to this Agreement irrevocably
consents  to service of process in the manner  provided  for  notices in Section
9.01.  Nothing  in this  Agreement  will  affect  the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 9.09.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR
RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.10. HEADINGS.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  shall  not  affect  the   construction  of,  or  be  taken  into
consideration in interpreting, this Agreement.

          SECTION 9.11.  CONFIDENTIALITY.  Each of the  Mezzanine  Agent and the
Lenders agrees to maintain the  confidentiality  of the  Information (as defined
below),  except that Information may be disclosed (a) to its and its Affiliates'
directors,  officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be  informed of the  confidential  nature of such  Information  and
instructed to keep such Information  confidential),  (b) to the extent requested
by any regulatory  authority,  (c) to the extent  required by applicable laws or
regulations or by any subpoena or similar legal  process,  (d to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding  relating to this Agreement or the enforcement


                                       31
<PAGE>



of  rights  hereunder,   (f)  subject  to  an  agreement  containing  provisions
substantially  the same as  those of this  Section,  to (i) any  assignee  of or
Participant  in, or any  prospective  assignee of or Participant  in, any of its
rights or  obligations  under this  Agreement or (ii) any actual or  prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such  Information  (i)  becomes  publicly  available  other than as a
result of a breach of this  Section or (ii) becomes  available to the  Mezzanine
Agent or any  Lender on a  nonconfidential  basis  from a source  other than the
Borrower. For the purposes of this Section,  "INFORMATION" means all information
received from the Borrower relating to the Borrower or its business,  other than
any such information that is available to the Mezzanine Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; PROVIDED that, in the
case of  information  received  from the Borrower  after the date  hereof,  such
information is clearly  identified at the time of delivery as confidential.  Any
Person  required to maintain the  confidentiality  of Information as provided in
this Section shall be  considered to have complied with its  obligation to do so
if  such  Person  has  exercised  the  same  degree  of  care  to  maintain  the
confidentiality  of such  Information  as such  Person  would  accord to its own
confidential information.

          SECTION  9.12.  USA PATRIOT  ACT.  Each  Lender  hereby  notifies  the
Borrower that pursuant to the  requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)),  such Lender may be required
to obtain,  verify and record  information  that identifies the Borrower,  which
information  includes the name and address of the Borrower and other information
that will allow such Lender to identify  the  Borrower in  accordance  with said
Act.

          SECTION 9.13. NO PETITION;  LIMITED RECOURSE.  Each of the Lenders and
the Mezzanine Agent  (collectively,  the  "CREDITORS")  agrees (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   Borrower   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  hereunder  and  the  Senior  Facility.
Notwithstanding  anything herein or any other Program  Document to the contrary,
the  obligations of the Borrower owing to the Creditors  hereunder or thereunder
are limited  recourse  and are payable  only from the property and assets of the
Borrower, only to the extent funds are available for payment of such obligations
in  accordance  with  Sections  13.1 and  13.3 of the  Operating  Agreement.  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 Borrower
hereunder or under any other Program Document against any member of the Borrower
or any of its assets, other than the property and assets of the Borrower, and no
member  of the  Borrower  shall be  liable  for any  deficiency  judgment  based
thereon, it being expressly understood and agreed that the sole remedies of each
of the Creditors  with respect to such amounts shall be against the property and
assets of the Borrower in accordance  with this  Agreement and the other Program
Documents.

          SECTION  9.14.  RIGHT OF  SET-OFF.  If an Event of Default  shall have
occurred and be  continuing,  each Lender and each of its  Affiliates  is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all  deposits  (general  or  special,  time or
demand, provisional or final) at any time held and other obligations at any time
owing by such  Lender or  Affiliate  to or for the credit or the  account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement  held by such Lender,  irrespective  of whether or
not such Lender  shall have made any demand  under this  Agreement  and although
such  obligations may be unmatured,  PROVIDED that any amounts  collected by any
Lender or its  Affiliates  pursuant to this Section shall be subject to and paid
in accordance with Sections 13.1 and 13.3 of the Operating Agreement. The rights
of each Lender  under this  Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.


                                       32
<PAGE>



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


                              CENTERBROOK FINANCIAL LLC
                              By: CENTERBROOK HOLDINGS LLC, its Managing Member

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



                              CITIBANK, N.A.,
                              as Mezzanine Agent


                              By: /S/ MARIA MCKEON
                                  ----------------
                            Name: Maria McKeon
                           Title: Vice President


                                       33
<PAGE>



                                                    LENDERS

                                                    CITIBANK, N.A.


                                                    By: /S/ MARIA MCKEON
                                                        ----------------
                                                  Name: Maria McKeon
                                                 Title: Vice President

                                                    BANK HAPOALIM B.M.


                                                    By: /S/ FREDERIC S. BECKER
                                                        ----------------------
                                                  Name: Frederic S. Becker
                                                 Title: Senior Vice President

                                                    IXIS FINANCIAL PRODUCTS INC.



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

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


                                       34
<PAGE>



                                                                   SCHEDULE 2.01

                COMMITMENTS AND AVAILABLE MEZZANINE LOAN AMOUNTS
                ------------------------------------------------

        [See definitions of "Commitments" and "Lenders" in Section 1.01]


       NAME OF LENDER            COMMITMENT      AVAILABLE MEZZANINE LOAN AMOUNT
       --------------           ------------     -------------------------------
Bank Hapoalim B.M.              $ 25,000,000                  $0
Citibank, N.A.                  $ 41,000,000                  $0
IXIS Financial Products Inc.    $ 59,000,000                  $0
--------------------------------------------------------------------------------
TOTAL                           $125,000,000                  $0


PAGE>



                                                                       EXHIBIT A

                                [Exhibit Omitted]


<PAGE>



                                                                       EXHIBIT B

                                [Exhibit Omitted]


<PAGE>



                                                                       EXHIBIT C

                                [Exhibit Omitted]