(MULTICURRENCY -- CROSS BORDER)

                                      ISDA
                  International Swap Dealers Association, Inc.


                                MASTER AGREEMENT

                               dated June 28, 2006

CHARTER MAC ORIGINATION TRUST I        AND             CENTERBROOK FINANCIAL LLC
         ("PARTY A")                                           ("PARTY B")


have entered and/or anticipate  entering into one or more  transactions  (each a
"Transaction")  that are or will be  governed by this  Master  Agreement,  which
includes the schedule (the  "Schedule"),  and the documents and other confirming
evidence (each a "Confirmation")  exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1.   INTERPRETATION


(a)  DEFINITIONS.  The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  INCONSISTENCY.  In the event of any inconsistency between the provisions of
the Schedule and the other  provisions  of this Master  Agreement,  the Schedule
will prevail.  In the event of any  inconsistency  between the provisions of any
Confirmation   and  this  Master  Agreement   (including  the  Schedule),   such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the  parties  (collectively  referred to as this  "Agreement"),  and the parties
would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a)  GENERAL CONDITIONS.

     (i)  Each  party  will make each  payment  or  delivery  specified  in each
     Confirmation  to be made by it,  subject  to the other  provisions  of this
     Agreement.

     (ii) Payments  under this  Agreement will be made on the due date for value
     on  that  date  in the  place  of the  account  specified  in the  relevant
     Confirmation   or  otherwise   pursuant  to  this   Agreement,   in  freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such  delivery  will be made  for  receipt  on the due  date in the  manner
     customary for the relevant  obligation  unless  otherwise  specified in the
     relevant Confirmation or elsewhere in this Agreement

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
     the  condition  precedent  that no Event of Default or  Potential  Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition  precedent that no Early  Termination  Date in respect of the
     relevant  Transaction has occurred or been  effectively  designated and (3)
     each other applicable condition precedent specified in this Agreement.


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(b)  CHANGE OF ACCOUNT.  Either  party may change its  account  for  receiving a
payment  or  delivery  by giving  notice to the other  party at least five Local
Business Days prior to the  scheduled  date for the payment or delivery to which
such change  applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  NETTING. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other,  then, on such date, each party's obligation to make
payment of any such amount will be  automatically  satisfied and discharged and,
if the  aggregate  amount that would  otherwise  have been  payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party,  replaced by an  obligation  upon the party by whom the larger  aggregate
amount  would  have been  payable  to pay to the other  party the  excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more  Transactions  that a net amount
will be  determined  in respect of all  amounts  payable on the same date in the
same  currency  in  respect of such  Transactions,  regardless  of whether  such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation  by specifying  that  subparagraph  (ii) above
will not apply to the Transactions  identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such  Transactions from such date). This election may
be  made  separately  for  different  groups  of  Transactions  and  will  apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)  DEDUCTION OR WITHHOLDING FOR TAX.

     (i)  GROSS-UP.  All payments  under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or  withholding  is  required  by any  applicable  law,  as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:--


          (1)  promptly notify the other party ("Y") of such requirement;

          (2)  pay to the relevant  authorities  the full amount  required to be
          deducted  or  withheld  (including  the  full  amount  required  to be
          deducted or withheld from any  additional  amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining  that such
          deduction or  withholding  is required or  receiving  notice that such
          amount has been assessed against Y;

          (3)  promptly  forward to Y an official receipt (or a certified copy),
          or other  documentation  reasonably  acceptable to Y,  evidencing such
          payment to such authorities; and

          (4)  if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
          payment to which Y is otherwise  entitled under this  Agreement,  such
          additional  amount  as is  necessary  to  ensure  that the net  amount
          actually received by Y (free and clear of Indemnifiable Taxes, whether
          assessed  against  X or Y) will  equal  the full  amount Y would  have
          received had no such deduction or withholding been required.  However,
          X will not be required to pay any additional amount to Y to the extent
          that it would not be required to be paid but for:--

               (A)  the  failure by Y to comply  with or perform  any  agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B)  the  failure  of a  representation  made  by Y  pursuant  to
               Section 3(f) to be accurate  and true unless such  failure  would
               not  have  occurred  but for (I) any  action  taken  by a  taxing
               authority, or brought in a court of competent jurisdiction, on or
               after the date on which a Transaction is entered into (regardless
               of  whether  such  action is taken or brought  with  respect to a
               party to this Agreement) or (II) a Change in Tax Law.


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<PAGE>



     (ii) Liability. If: --

          (1)  X is required by any applicable  law, as modified by the practice
          of any relevant governmental revenue authority,  to make any deduction
          or  withholding  in respect of which X would not be required to pay an
          additional amount to Y under Section 2(d)(i)(4);

          (2)  X does not so deduct or withhold; and

          (3)  a liability  resulting from such Tax is assessed directly against
          X,

     then,  except to the extent Y has satisfied or then satisfies the liability
     resulting  from  such  Tax,  Y will  promptly  pay to X the  amount of such
     liability (including any related liability for interest,  but including any
     related  liability  for  penalties  only if Y has failed to comply  with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  DEFAULT  INTEREST;  OTHER  AMOUNTS.  Prior to the  occurrence  or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment  obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after  judgment) on the overdue  amount to the other party on
demand in the same  currency as such  overdue  amount,  for the period from (and
including)  the  original  due date for payment to (but  excluding)  the date of
actual  payment,  at the Default  Rate.  Such interest will be calculated on the
basis of daily  compounding and the actual number of days elapsed.  If, prior to
the occurrence or effective  designation of an Early Termination Date in respect
of  the  relevant  Transaction,  a  party  defaults  in the  performance  of any
obligation  required to be settled by  delivery,  it will  compensate  the other
party on demand if and to the extent  provided for in the relevant  Confirmation
or elsewhere in this Agreement.

3.   REPRESENTATIONS

Each party represents to the other party (which  representations  will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the  representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)  BASIC REPRESENTATIONS.

     (i)  STATUS.  It is duly  organized and validly  existing under the laws of
     the  jurisdiction  of its  organisation or  incorporation  and, if relevant
     under such laws, in good standing;

     (ii) POWERS.  It has the  power to  execute  this  Agreement  and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation  relating to this Agreement that
     it is required by this Agreement to deliver and to perform its  obligations
     under this  Agreement and any  obligations  it has under any Credit Support
     Document  to which it is a party  and has  taken  all  necessary  action to
     authorize such execution, delivery and performance;

     (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional  documents,  any  order or  judgment  of any  court or other
     agency  of  government  applicable  to it or  any  of  its  assets  or  any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) CONSENTS.  All  governmental  and other  consents that are required to
     have been  obtained  by it with  respect  to this  Agreement  or any Credit
     Support  Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v)  OBLIGATIONS  BINDING.  Its  obligations  under this  Agreement and any
     Credit Support Document to which it is a party constitute its legal,  valid
     and binding  obligations,  enforceable in accordance with their  respective
     terms  (subject  to  applicable  bankruptcy,  reorganization,   insolvency,
     moratorium  or similar  laws  affecting  creditors'  rights  generally  and
     subject,  as  to  enforceability,   to  equitable   principles  of  general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).

(b)  ABSENCE  OF CERTAIN  EVENTS.  No Event of  Default  or  Potential  Event of
Default or, to its knowledge,  Termination Event with respect to it has occurred
and is continuing and no such event or  circumstance  would occur as a result of
its entering  into or performing  its  obligations  under this  Agreement or any
Credit Support Document to which it is a party.


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<PAGE>



(c)  ABSENCE  OF  LITIGATION.  There  is  not  pending  or,  to  its  knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court,  tribunal,  governmental  body,  agency or
official or any  arbitrator  that is likely to affect the legality,  validity or
enforceability  against it of this Agreement or any Credit  Support  Document to
which it is a party  or its  ability  to  perform  its  obligations  under  this
Agreement or such Credit Support Document.

(d)  ACCURACY OF  SPECIFIED  INFORMATION.  All  applicable  information  that is
furnished in writing by or on behalf of it to the other party and is  identified
for the purpose of this  Section  3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  PAYER TAX REPRESENTATION.  Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.   AGREEMENTS

Each party  agrees with the other that,  so long as either party has or may have
any  obligation  under this  Agreement or under any Credit  Support  Document to
which it is a party:--

(a)  FURNISH  SPECIFIED  INFORMATION.  It will deliver to the other party or, in
certain  cases under  subparagraph  (iii) below,  to such  government  or taxing
authority as the other party reasonably directs:--

     (i)  any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or  reasonably  requested in writing in order to allow such
     other party or its Credit  Support  Provider  to make a payment  under this
     Agreement or any applicable  Credit Support  Document without any deduction
     or  withholding  for or on  account  of any Tax or with such  deduction  or
     withholding  at a reduced  rate (so long as the  completion,  execution  or
     submission  of such form or document  would not  materially  prejudice  the
     legal or commercial position of the party in receipt of such demand),  with
     any  such  form or  document  to be  accurate  and  completed  in a  manner
     reasonably  satisfactory  to such other party and to be executed  and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such  Confirmation  or, if
none is specified, as soon as reasonably practicable.

(b)  MAINTAIN AUTHORIZATIONS.  It will use all reasonable efforts to maintain in
full force and effect all consents of any  governmental  or other authority that
are required to be obtained by it with  respect to this  Agreement or any Credit
Support  Document to which it is a party and will use all reasonable  efforts to
obtain any that may become necessary in the future.

(c)  COMPLY  WITH  LAWS.  It will  comply  in all  material  respects  with  all
applicable  laws and  orders to which it may be  subject if failure so to comply
would  materially  impair  its  ability to perform  its  obligations  under this
Agreement or any Credit Support Document to which it is a party.

(d)  TAX AGREEMENT.  It will give notice of any failure of a representation made
by it under  Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  PAYMENT  OF STAMP TAX.  Subject  to  Section  11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or  performance of this
Agreement by a jurisdiction in which it is incorporated,  organized, managed and
controlled,  or  considered  to have its  seat,  or in which a branch  or office
through which it is acting for the purpose of this Agreement is located  ("Stamp
Tax  Jurisdiction")  and will  indemnify  the other party  against any Stamp Tax
levied  or  imposed  upon the other  party or in  respect  of the other  party's
execution or performance  of this  Agreement by any such Stamp Tax  Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)  EVENTS OF DEFAULT.  The  occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--


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<PAGE>



(i)  FAILURE  TO PAY OR  DELIVER.  Failure by the party to make,  when due,  any
payment under this Agreement or delivery under Section  2(a)(i) or 2(e) required
to be made by it if such  failure is not  remedied  on or before the third Local
Business Day after notice of such failure is given to the party;

(ii) BREACH OF  AGREEMENT.  Failure by the party to comply  with or perform  any
agreement or obligation (other than an obligation to make any payment under this
Agreement  or  delivery  under  Section  2(a)(i) or 2(e) or to give  notice of a
Termination  Event  or  any  agreement  or  obligation  under  Section  4(a)(i),
4(a)(iii) or 4(d)) to be complied  with or performed by the party in  accordance
with this  Agreement if such failure is not remedied on or before the  thirtieth
day after notice of such failure is given to the party;

(iii) Credit Support Default.

     (1)  Failure by the party or any Credit  Support  Provider of such party to
     comply with or perform any  agreement or  obligation to be complied with or
     performed  by it in  accordance  with any Credit  Support  Document if such
     failure is continuing after any applicable grace period has elapsed;

     (2)  the expiration or  termination of such Credit Support  Document or the
     failing or ceasing of such Credit Support  Document to be in full force and
     effect for the  purpose  of this  Agreement  (in either  case other than in
     accordance with its terms) prior to the  satisfaction of all obligations of
     such party under each  Transaction  to which such Credit  Support  Document
     relates without the written consent of the other party; or

     (3)  the  party or such  Credit  Support  Provider  disaffirms,  disclaims,
     repudiates or rejects,  in whole or in part, or challenges the validity of,
     such Credit Support Document;

(iv) MISREPRESENTATION.  A  representation  (other than a  representation  under
Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by
the party or any Credit Support  Provider of such party in this Agreement or any
Credit  Support  Document  proves to have been  incorrect or  misleading  in any
material respect when made or repeated or deemed to have been made or repeated;

(v)  DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support Provider
of such party or any  applicable  Specified  Entity of such  party (1)  defaults
under a Specified  Transaction and, after giving effect to any applicable notice
requirement or grace period,  there occurs a liquidation  of, an acceleration of
obligations under, or an early termination of, that Specified  Transaction,  (2)
defaults,  after giving effect to any  applicable  notice  requirement  or grace
period,  in making any payment or delivery due on the last payment,  delivery or
exchange  date  of,  or  any  payment  on  early  termination  of,  a  Specified
Transaction (or such default continues for at least three Local Business Days if
there is no applicable  notice  requirement or grace period) or (3)  disaffirms,
disclaims,  repudiates or rejects, in whole or in part, a Specified  Transaction
(or such  action is taken by any  person or entity  appointed  or  empowered  to
operate it or act on its behalf);

(vi) CROSS DEFAULT.  If "Cross Default" is specified in the Schedule as applying
to the party, the occurrence or existence of (1) a default,  event of default or
other similar  condition or event (however  described) in respect of such party,
any Credit Support Provider of such party or any applicable  Specified Entity of
such party under one or more  agreements  or  instruments  relating to Specified
Indebtedness  of any of them  (individually  or  collectively)  in an  aggregate
amount of not less than the  applicable  Threshold  Amount (as  specified in the
Schedule)  which  has  resulted  in such  Specified  Indebtedness  becoming,  or
becoming  capable at such time of being  declared,  due and  payable  under such
agreements or  instruments,  before it would otherwise have been due and payable
or (2) a default by such party,  such Credit Support  Provider or such Specified
Entity  (individually or collectively) in making one or more payments on the due
date thereof in an aggregate  amount of not less than the  applicable  Threshold
Amount  under  such  agreements  or  instruments  (after  giving  effect  to any
applicable notice requirement or grace period);

(vii) BANKRUPTCY.  The party,  any Credit Support  Provider of such party or any
applicable Specified Entity of such party: --

     (1)  is dissolved (other than pursuant to a consolidation,  amalgamation or
     merger);  (2) becomes  insolvent  or is unable to pay its debts or fails or
     admits in writing its  inability  generally to pay its debts as they become
     due; (3) makes a general assignment, arrangement or composition with or for
     the benefit of its creditors; (4) institutes or has instituted against it a
     proceeding  seeking a judgment of  insolvency  or  bankruptcy  or any other
     relief  under  any  bankruptcy  or  insolvency  law or  other  similar  law
     affecting  creditors' rights, or a petition is presented for its winding-up
     or  liquidation,  and,  in the  case of any  such  proceeding  or  petition
     instituted or presented against it, such proceeding or petition (A) results
     in a judgment  of  insolvency  or  bankruptcy  or the entry of an order for
     relief or the making of an order for its  winding-up or  liquidation or (B)


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     is not dismissed,  discharged,  stayed or restrained in each case within 30
     days of the  institution  or  presentation  thereof;  (5) has a  resolution
     passed for its winding-up,  official  management or liquidation (other than
     pursuant to a consolidation,  amalgamation or merger); (6) seeks or becomes
     subject to the  appointment of an  administrator,  provisional  liquidator,
     conservator,  receiver, trustee, custodian or other similar official for it
     or for all or  substantially  all its assets;  (7) has a secured party take
     possession  of all or  substantially  all  its  assets  or has a  distress,
     execution,  attachment,   sequestration  or  other  legal  process  levied,
     enforced or sued on or against all or substantially all its assets and such
     secured party maintains  possession,  or any such process is not dismissed,
     discharged,  stayed or restrained,  in each case within 30 days thereafter;
     (8) causes or is subject to any event with  respect to it which,  under the
     applicable laws of any jurisdiction,  has an analogous effect to any of the
     events specified in clauses (1) to (7) (inclusive); or (9) takes any action
     in  furtherance   of,  or  indicating  its  consent  to,  approval  of,  or
     acquiescence in, any of the foregoing acts; or

(viii) MERGER WITHOUT  ASSUMPTION.  The party or any Credit Support  Provider of
such  party  consolidates  or  amalgamates  with,  or  merges  with or into,  or
transfers all or  substantially  all its assets to,  another  entity and, at the
time of such consolidation, amalgamation, merger or transfer: --

     (1)  the resulting,  surviving or transferee entity fails to assume all the
     obligations  of such  party or such  Credit  Support  Provider  under  this
     Agreement or any Credit Support Document to which it or its predecessor was
     a  party  by  operation  of  law or  pursuant  to an  agreement  reasonably
     satisfactory to the other party to this Agreement; or

     (2)  the benefits of any Credit  Support  Document fail to extend  (without
     the  consent  of the other  party) to the  performance  by such  resulting,
     surviving or transferee entity of its obligations under this Agreement.

(b)  TERMINATION  EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event  specified  below  constitutes  an  Illegality if the
event is specified  in (i) below,  a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below,  and,
if specified to be applicable, a Credit Event

Upon Merger if the event is  specified  pursuant to (iv) below or an  Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i)  ILLEGALITY.  Due to the adoption of, or any change in, any  applicable
     law after the date on which a  Transaction  is entered  into, or due to the
     promulgation  of,  or any  change  in,  the  interpretation  by any  court,
     tribunal  or  regulatory  authority  with  competent  jurisdiction  of  any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party): --

          (1)  to  perform  any  absolute  or  contingent  obligation  to make a
          payment or  delivery or to receive a payment or delivery in respect of
          such  Transaction  or to comply with any other  material  provision of
          this Agreement relating to such Transaction; or

          (2)  to perform,  or for any Credit Support  Provider of such party to
          perform,  any contingent or other  obligation which the party (or such
          Credit  Support  Provider)  has  under  any  Credit  Support  Document
          relating to such Transaction;

     (ii) TAX  EVENT.  Due to (x) any  action  taken by a taxing  authority,  or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction  is entered into  (regardless of whether such action is taken
     or brought  with respect to a party to this  Agreement)  or (y) a Change in
     Tax Law, the party (which will be the Affected  Party) will,  or there is a
     substantial  likelihood  that it  will,  on the next  succeeding  Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an  Indemnifiable  Tax under  Section  2(d)(i)(4)  (except in
     respect of interest under Section 2(e),  6(d)(ii) or 6(e)) or (2) receive a
     payment  from which an amount is required to be deducted or withheld for or
     on account of a Tax  (except in respect of  interest  under  Section  2(e),
     6(d)(ii)  or 6(e))  and no  additional  amount  is  required  to be paid in
     respect  of such Tax  under  Section  2(d)(i)(4)  (other  than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) TAX EVENT UPON MERGER.  The party (the "Burdened  Party") on the next
     succeeding  Scheduled  Payment  Date will  either (1) be required to pay an
     additional  amount  in  respect  of  an  Indemnifiable  Tax  under  Section
     2(d)(i)(4)  (except in respect of interest under Section 2(e),  6(d)(ii) or
     6(e)) or (2)  receive a payment  from which an amount has been  deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not  required  to pay an  additional  amount  (other than by
     reason of Section  2(d)(i)(4)(A)  or (B)),  in either case as a result of a
     party  consolidating  or  amalgamating  with,  or merging with or into,  or


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     transferring all or substantially  all its assets to, another entity (which
     will be the Affected  Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) CREDIT EVENT UPON MERGER.  If "Credit  Event Upon Merger" is specified
     in the  Schedule  as applying to the party,  such party  ("X"),  any Credit
     Support Provider of X or any applicable  Specified Entity of X consolidates
     or  amalgamates  with,  or  merges  with  or  into,  or  transfers  all  or
     substantially  all its assets to,  another  entity and such action does not
     constitute   an   event   described   in   Section   5(a)(viii)   but   the
     creditworthiness  of the  resulting,  surviving  or  transferee  entity  is
     materially  weaker  than that of X, such  Credit  Support  Provider or such
     Specified  Entity,  as the case may be,  immediately  prior to such  action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v)  ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is
     specified in the Schedule or any  Confirmation as applying,  the occurrence
     of such event (and, in such event,  the Affected Party or Affected  Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c)  EVENT OF DEFAULT AND ILLEGALITY.  If an event or  circumstance  which would
otherwise  constitute  or give rise to an Event of Default also  constitutes  an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default..

6.   EARLY TERMINATION

(a)  RIGHT TO TERMINATE  FOLLOWING EVENT OF DEFAULT.  If at any time an Event of
Default  with  respect to a party (the  "Defaulting  Party") has occurred and is
then continuing,  the other party (the "Non-defaulting  Party") may, by not more
than 20 days notice to the  Defaulting  Party  specifying  the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions.  If, however,
"Automatic  Early  Termination"  is  specified  in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur  immediately  upon the  occurrence  with  respect to such party of an
Event of Default  specified in Section  5(a)(vii)(1),  (3),  (5), (6) or, to the
extent  analogous  thereto,  (8), and as of the time  immediately  preceding the
institution  of the  relevant  proceeding  or the  presentation  of the relevant
petition upon the  occurrence  with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i)  NOTICE.  If a  Termination  Event  occurs,  an  Affected  Party  will,
     promptly upon becoming aware of it, notify the other party,  specifying the
     nature of that  Termination  Event and each Affected  Transaction  and will
     also give such other  information about that Termination Event as the other
     party may reasonably require.

     (ii) TRANSFER TO AVOID  TERMINATION  EVENT.  If either an Illegality  under
     Section  5(b)(i)(1)  or a Tax Event  occurs and there is only one  Affected
     Party,  or if a Tax Event Upon Merger occurs and the Burdened  Party is the
     Affected  Party,  the Affected  Party will,  as a condition to its right to
     designate  an  Early  Termination  Date  under  Section  6(b)(iv),  use all
     reasonable  efforts  (which  will not  require  such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations  under
     this  Agreement in respect of the Affected  Transactions  to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the  Affected  Party is not able to make  such a  transfer  it will give
     notice  to the  other  party  to that  effect  within  such 20 day  period,
     whereupon  the other party may effect such a transfer  within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional  upon the prior written  consent of the other party,  which
     consent  will not be withheld if such other  party's  policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) TWO AFFECTED PARTIES.  If an Illegality under Section 5(b)(i)(1) or a
     Tax Event  occurs and there are two Affected  Parties,  each party will use
     all  reasonable  efforts to reach  agreement  within 30 days  after  notice
     thereof is given under Section 6(b)(i) on action to avoid that  Termination
     Event.

     (iv) Right to Terminate. If: --

          (1)  a transfer under Section  6(b)(ii) or an agreement  under Section
          6(b)(iii),  as the case may be, has not been  effected with respect to
          all Affected Transactions within 30 days after an Affected Party gives
          notice under Section 6(b)(i); or


                                       7
<PAGE>



          (2)  an  Illegality  under  Section  5(b)(i)(2),  a Credit  Event Upon
          Merger or an Additional  Termination Event occurs, or a Tax Event Upon
          Merger occurs and the Burdened Party is not the Affected Party,

          either party in the case of an  Illegality,  the Burdened Party in the
          case of a Tax Event Upon Merger,  any Affected  Party in the case of a
          Tax Event or an Additional Termination Event if there is more than one
          Affected  Party,  or the party which is not the Affected  Party in the
          case of a Credit Event Upon Merger or an Additional  Termination Event
          if there is only one  Affected  Party  may,  by not more  than 20 days
          notice to the other party and provided  that the relevant  Termination
          Event is then  continuing,  designate a day not  earlier  than the day
          such notice is  effective as an Early  Termination  Date in respect of
          all Affected Transactions.

(c)  EFFECT OF DESIGNATION.

     (i)  If notice designating an Early Termination Date is given under Section
     6(a)  or  (b),  the  Early  Termination  Date  will  occur  on the  date so
     designated,  whether or not the  relevant  Event of Default or  Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective  designation of an Early  Termination
     Date, no further  payments or deliveries  under Section  2(a)(i) or 2(e) in
     respect of the  Terminated  Transactions  will be required to be made,  but
     without prejudice to the other provisions of this Agreement. The amount, if
     any,  payable in respect of an Early  Termination  Date shall be determined
     pursuant to Section 6(e).

(d)  CALCULATIONS.

     (i)  STATEMENT.  On or as  soon as  reasonably  practicable  following  the
     occurrence  of  an  Early  Termination  Date,  each  party  will  make  the
     calculations  on its part,  if any,  contemplated  by Section 6(e) and will
     provide to the other party a statement (1) showing,  in reasonable  detail,
     such  calculations  (including  all relevant  quotations and specifying any
     amount  payable under Section 6(e)) and (2) giving  details of the relevant
     account to which any amount  payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation,  the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) PAYMENT  DATE.  An amount  calculated  as being due in  respect of any
     Early  Termination  Date under Section 6(e) will be payable on the day that
     notice  of the  amount  payable  is  effective  (in the  case  of an  Early
     Termination  Date which is  designated or occurs as a result of an Event of
     Default) and on the day which is two Local  Business  Days after the day on
     which notice of the amount  payable is  effective  (in the case of an Early
     Termination  Date which is designated as a result of a Termination  Event).
     Such  amount  will be paid  together  with (to the extent  permitted  under
     applicable law) interest  thereon (before as well as after judgment) in the
     Termination  Currency,  from (and including) the relevant Early Termination
     Date to (but  excluding)  the date such amount is paid,  at the  Applicable
     Rate.  Such interest  will be calculated on the basis of daily  compounding
     and the actual number of days elapsed.

(e)  PAYMENTS ON EARLY  TERMINATION.  If an Early  Termination Date occurs,  the
following  provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the  "First  Method"  or the  "Second  Method".  If the  parties  fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The  amount,  if any,  payable  in  respect  of an  Early  Termination  Date and
determined pursuant to this Section will be subject to any Set-off.

     (i)  EVENTS OF DEFAULT. If the Early Termination Date results from an Event
     of Default: --

          (1)  FIRST METHOD AND MARKET QUOTATIOn. If the First Method and Market
          Quotation apply,  the Defaulting Party will pay to the  Non-defaulting
          Party  the  excess,  if a  positive  number,  of  (A)  the  sum of the
          Settlement Amount (determined by the Non-defaulting  Party) in respect
          of the Terminated Transactions and the Termination Currency Equivalent
          of the Unpaid Amounts owing to the  Non-defaulting  Party over (B) the
          Termination  Currency  Equivalent  of the Unpaid  Amounts owing to the
          Defaulting Party.

          (2)  FIRST METHOD AND LOSS.  If the First  Method and Loss apply,  the
          Defaulting Party will pay to the  Non-defaulting  Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this Agreement.


                                       8
<PAGE>



          (3)  SECOND  METHOD AND  MARKET  QUOTATIOn.  If the Second  Method and
          Market Quotation apply, an amount will be payable equal to (A) the sum
          of the Settlement Amount (determined by the  Non-defaulting  Party) in
          respect of the Terminated  Transactions  and the Termination  Currency
          Equivalent  of the Unpaid  Amounts owing to the  Non-defaulting  Party
          less (B) the  Termination  Currency  Equivalent of the Unpaid  Amounts
          owing to the Defaulting  Party.  If that amount is a positive  number,
          the Defaulting Party will pay it to the Non-defaulting Party; if it is
          a negative  number,  the  Non-defaulting  Party will pay the  absolute
          value of that amount to the Defaulting Party.

          (4)  SECOND METHOD AND LOSS.  If the Second Method and Loss apply,  an
          amount will be payable  equal to the  Non-defaulting  Party's  Loss in
          respect of this Agreement.  If that amount is a positive  number,  the
          Defaulting Party will pay it to the  Non-defaulting  Party; if it is a
          negative number, the Non-defaulting  Party will pay the absolute value
          of that amount to the Defaulting Party.

     (ii) TERMINATION  EVENTS.  If the Early  Termination  Date  results  from a
     Termination Event: --

          (1)  ONE AFFECTED PARTY.  If there is one Affected  Party,  the amount
          payable will be determined in accordance with Section  6(e)(i)(3),  if
          Market  Quotation  applies,  or Section  6(e)(i)(4),  if Loss applies,
          except that, in either case, references to the Defaulting Party and to
          the  Non-defaulting  Party  will be  deemed  to be  references  to the
          Affected  Party  and  the  party  which  is not  the  Affected  Party,
          respectively, and, if Loss applies and fewer than all the Transactions
          are being  terminated,  Loss  shall be  calculated  in  respect of all
          Terminated Transactions.

          (2)  TWO AFFECTED PARTIES. If there are two Affected Parties: --

               (A)  if Market  Quotation  applies,  each party will  determine a
               Settlement Amount in respect of the Terminated Transactions,  and
               an amount will be payable equal to (I) the sum of (a) one-half of
               the difference  between the  Settlement  Amount of the party with
               the higher  Settlement  Amount ("X") and the Settlement Amount of
               the party  with the  lower  Settlement  Amount  ("Y") and (b) the
               Termination  Currency Equivalent of the Unpaid Amounts owing to X
               less  (II) the  Termination  Currency  Equivalent  of the  Unpaid
               Amounts owing to Y; and

               (B)  if Loss  applies,  each  party  will  determine  its Loss in
               respect of this Agreement (or, if fewer than all the Transactions
               are being terminated,  in respect of all Terminated Transactions)
               and an amount will be payable equal to one-half of the difference
               between  the Loss of the party with the higher Loss ("X") and the
               Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive  number, Y will pay it to X; if it
          is a negative  number, X will pay the absolute value of that amount to
          Y.

     (iii) ADJUSTMENT  FOR   BANKRUPTCY.   In   circumstances   where  an  Early
     Termination Date occurs because  "Automatic Early  Termination"  applies in
     respect of a party,  the amount  determined under this Section 6(e) will be
     subject to such  adjustments  as are  appropriate  and  permitted by law to
     reflect  any  payments or  deliveries  made by one party to the other under
     this  Agreement  (and  retained by such other party) during the period from
     the  relevant  Early  Termination  Date to the date for payment  determined
     under Section 6(d)(ii).

     (iv) PRE-ESTIMATE.  The parties agree that if Market  Quotation  applies an
     amount recoverable under this Section 6(e) is a reasonable  pre-estimate of
     loss and not a penalty.  Such amount is payable for the loss of bargain and
     the loss of  protection  against  future  risks  and  except  as  otherwise
     provided in this  Agreement  neither  party will be entitled to recover any
     additional damages as a consequence of such losses.

7.   TRANSFER

Subject  to  Section  6(b)(ii),  neither  this  Agreement  nor any  interest  or
obligation  in or under this  Agreement  may be  transferred  (whether by way of
security or otherwise) by either party without the prior written  consent of the
other party, except that: --

(a)  a  party  may  make  such  a  transfer  of  this  Agreement  pursuant  to a
consolidation  or amalgamation  with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and


                                       9
<PAGE>



(b)  a party may make such a transfer of all or any part of its  interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   CONTRACTUAL CURRENCY

(a)  PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
be made in the relevant  currency  specified in this  Agreement for that payment
(the  "Contractual  Currency").  To the extent  permitted by applicable law, any
obligation to make payments  under this  Agreement in the  Contractual  Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual  Currency,  except to the extent such  tender  results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in  converting  the  currency  so  tendered  into the  Contractual
Currency,  of the full amount in the Contractual Currency of all amounts payable
in respect of this  Agreement.  If for any reason the amount in the  Contractual
Currency  so  received  falls  short of the amount in the  Contractual  Currency
payable in respect of this  Agreement,  the party  required  to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the  Contractual  Currency as may be necessary to  compensate  for the
shortfall.  If for any reason the amount in the Contractual Currency so received
exceeds  the  amount in the  Contractual  Currency  payable  in  respect of this
Agreement,  the party  receiving the payment will refund  promptly the amount of
such excess.

(b)  JUDGMENTS.  To the extent  permitted by applicable  law, if any judgment or
order  expressed in a currency other than the  Contractual  Currency is rendered
(i) for the payment of any amount owing in respect of this  Agreement,  (ii) for
the payment of any amount  relating to any early  termination in respect of this
Agreement  or (iii) in respect of a judgment  or order of another  court for the
payment  of any  amount  described  in (i) or  (ii)  above,  the  party  seeking
recovery,  after recovery in full of the aggregate amount to which such party is
entitled  pursuant  to the  judgment  or  order,  will be  entitled  to  receive
immediately  from the other party the amount of any shortfall of the Contractual
Currency  received  by such  party as a  consequence  of sums paid in such other
currency  and  will  refund  promptly  to the  other  party  any  excess  of the
Contractual  Currency  received by such party as a  consequence  of sums paid in
such other  currency if such shortfall or such excess arises or results from any
variation  between  the rate of exchange  at which the  Contractual  Currency is
converted  into the  currency of the  judgment or order for the purposes of such
judgment or order and the rate of  exchange at which such party is able,  acting
in a reasonable  manner and in good faith in  converting  the currency  received
into the Contractual  Currency,  to purchase the  Contractual  Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange  payable in connection  with the purchase of or conversion  into the
Contractual Currency.

(c)  SEPARATE  INDEMNITIES.  To the extent  permitted by applicable  law,  these
indemnities  constitute  separate  and  independent  obligations  from the other
obligations in this  Agreement,  will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof  being  made for any other  sums  payable  in  respect of this
Agreement.

(d)  EVIDENCE OF LOSS.  For the purpose of this Section 8, it will be sufficient
for a party to  demonstrate  that it would  have  suffered  a loss had an actual
exchange or purchase been made.

9.   MISCELLANEOUS

(a)  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement and
understanding  of the parties with respect to its subject  matter and supersedes
all oral communication and prior writings with respect thereto.

(b)  AMENDMENTS.  No  amendment,  modification  or  waiver  in  respect  of this
Agreement will be effective unless in writing  (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)  SURVIVAL  OF  OBLIGATIONS.  Without  prejudice  to Sections  2(a)(iii)  and
6(c)(ii),  the  obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)  REMEDIES  CUMULATIVE.  Except as  provided in this  Agreement,  the rights,
powers,  remedies and  privileges  provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)  COUNTERPARTS AND CONFIRMATIONS.

     (i)  This Agreement (and each amendment, modification and waiver in respect
     of it)  may  be  executed  and  delivered  in  counterparts  (including  by
     facsimile transmission), each of which will be deemed an original.


                                       10
<PAGE>



     (ii) The parties  intend  that they are legally  bound by the terms of each
     Transaction  from the moment they agree to those terms  (whether  orally or
     otherwise). A Confirmation shall he entered into as soon as practicable and
     may he executed  and  delivered  in  counterparts  (including  by facsimile
     transmission)  or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic  messaging system,  which in each case
     will be  sufficient  for all purposes to evidence a binding  supplement  to
     this  Agreement.  The  parties  will  specify  therein or  through  another
     effective  means that any such  counterpart,  telex or  electronic  message
     constitutes a Confirmation.

(f)  NO WAIVER OF RIGHTS.  A failure or delay in exercising any right,  power or
privilege  in respect of this  Agreement  will not be  presumed  to operate as a
waiver,  and a single or partial exercise of any right,  power or privilege will
not be presumed to preclude any subsequent or further  exercise,  of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)  HEADINGS.  The  headings  used in this  Agreement  are for  convenience  of
reference  only and are not to affect  the  construction  of or to be taken into
consideration in interpreting this Agreement.

10.  OFFICES; MULTIBRANCH PARTIES

(a)  If Section 10(a) is specified in the Schedule as applying,  each party that
enters into a  Transaction  through an Office other than its head or home office
represents to the other party that,  notwithstanding the place of booking office
or jurisdiction of  incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office.  This  representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b)  Neither  party may change the Office  through  which it makes and  receives
payments  or  deliveries  for the  purpose of a  Transaction  without  the prior
written consent of the other party.

(c)  If a party  is  specified  as a  Multibranch  Party in the  Schedule,  such
Multibranch Party may make

and receive  payments or  deliveries  under any  Transaction  through any Office
listed in the  Schedule,  and the  Office  through  which it makes and  receives
payments or deliveries  with respect to a  Transaction  will be specified in the
relevant Confirmation.

11.  EXPENSES

A Defaulting Party will, on demand,  indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses,  including legal fees and
Stamp  Tax,  incurred  by such  other  party by  reason of the  enforcement  and
protection of its rights under this Agreement or any Credit Support  Document to
which the Defaulting  Party is a party or by reason of the early  termination of
any Transaction, including, but not limited to, costs of collection.

12.  NOTICES

(a)  EFFECTIVENESS.  Any  notice  or  other  communication  in  respect  of this
Agreement  may be given in any manner set forth below  (except  that a notice or
other  communication  under  Section  5 or 6  may  not  be  given  by  facsimile
transmission  or  electronic  messaging  system) to the  address or number or in
accordance  with the  electronic  messaging  system  details  provided  (see the
Schedule) and will be deemed effective as indicated:--

     (i)  if in writing and delivered in person or by courier, on the date it is
     delivered;

     (ii) if sent by telex, on the date the recipient's answerback is received;

     (iii) if sent by facsimile  transmission,  on the date that transmission is
     received by a  responsible  employee of the  recipient  in legible form (it
     being  agreed that the burden of proving  receipt will be on the sender and
     will  not  be met  by a  transmission  report  generated  by  the  sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail,  if overseas) or the
     equivalent (return receipt  requested),  on the date that mail is delivered
     or its delivery is attempted; or

     (v)  if sent by electronic  messaging  system,  on the date that electronic
     message is received,

unless the date of that  delivery (or attempted  delivery) or that  receipt,  as
applicable,  is not a Local Business Day or that  communication is delivered (or
attempted) or received,  as  applicable,  after the close of business on a Local
Business  Day,  in which  case  that  communication  shall be  deemed  given and
effective on the first following day that is a Local Business Day.


                                       11
<PAGE>



(b)  CHANGE OF  ADDRESSES.  Either  party may by notice to the other  change the
address,  telex or facsimile  number or electronic  messaging  system details at
which notices or other communications are to be given to it.

13.  GOVERNING LAW AND JURISDICTION

(a)  GOVERNING  LAW.  This  Agreement  will  be  governed  by and  construed  in
accordance with the law specified in the Schedule.

(b)  JURISDICTION.  With respect to any suit, action or proceedings  relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i)  submits to the  jurisdiction of the English courts,  if this Agreement
     is  expressed  to be  governed  by  English  law,  or to the  non-exclusive
     jurisdiction  of the courts of the State of New York and the United  States
     District  Court  located in the Borough of Manhattan  in New York City,  if
     this  Agreement is expressed to be governed by the laws of the State of New
     York; and

     (ii) waives  any  objection  which it may have at any time to the laying of
     venue of any Proceedings  brought in any such court,  waives any claim that
     such  Proceedings  have been brought in an  inconvenient  forum and further
     waives the right to object,  with  respect to such  Proceedings,  that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement  precludes  either party from bringing  Proceedings in
any other jurisdiction  (outside,  if this Agreement is expressed to be governed
by English law, the Contracting  States, as defined in Section 1(3) of the Civil
Jurisdiction  and  Judgments  Act  1982  or  any   modification,   extension  or
re-enactment  thereof  for the time  being in force)  nor will the  bringing  of
Proceedings  in  any  one  or  more  jurisdictions   preclude  the  bringing  of
Proceedings in any other jurisdiction.

(c)  SERVICE OF PROCESS.  Each party irrevocably  appoints the Process Agent (if
any) specified  opposite its name in the Schedule to receive,  for it and on its
behalf,  service of process in any  Proceedings.  If for any reason any  party's
Process  Agent is unable to act as such,  such  party will  promptly  notify the
other party and within 30 days appoint a substitute  process agent acceptable to
the other party. The parties  irrevocably consent to service of process given in
the manner  provided for notices in Section 12.  Nothing in this  Agreement will
affect the right of either party to serve process in any other manner  permitted
by law.

(d)  WAIVER OF IMMUNITIES.  Each party irrevocably waives, to the fullest extent
permitted by applicable  law, with respect to itself and its revenues and assets
(irrespective  of their use or  intended  use),  all  immunity on the grounds of
sovereignty or other similar  grounds from (i) suit,  (ii)  jurisdiction  of any
court, (iii) relief by way of injunction,  order for specific performance or for
recovery of property,  (iv)  attachment of its assets  (whether  before or after
judgment)  and (v) execution or  enforcement  of any judgment to which it or its
revenues or assets might  otherwise be entitled in any Proceedings in the courts
of  any  jurisdiction  and  irrevocably  agrees,  to  the  extent  permitted  by
applicable law, that it will not claim any such immunity in any Proceedings.

14.  DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED  TRANSACTIONS"  means  (a)  with  respect  to  any  Termination  Event
consisting  of  an  Illegality,   Tax  Event  or  Tax  Event  Upon  Merger,  all
Transactions  affected by the occurrence of such Termination  Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE"  means,  subject to the  Schedule,  in relation  to any person,  any
entity  controlled,  directly  or  indirectly,  by the  person,  any entity that
controls,  directly  or  indirectly,  the  person  or  any  entity  directly  or
indirectly under common control with the person. For this purpose,  "control" of
any entity or person  means  ownership  of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--


                                       12
<PAGE>



(a)  IN RESPECT OF OBLIGATIONS  PAYABLE OR DELIVERABLE (OR WHICH WOULD HAVE BEEN
BUT FOR SECTION 2(A)(III)) BY A DEFAULTING PARTY, THE DEFAULT RATE;

(b)  IN RESPECT OF AN  OBLIGATION  TO PAY AN AMOUNT UNDER SECTION 6(E) OF EITHER
PARTY FROM AND AFTER THE DATE  (DETERMINED IN ACCORDANCE WITH SECTION  6(D)(II))
ON WHICH THAT AMOUNT IS PAYABLE, THE DEFAULT RATE;

(c)  IN RESPECT OF ALL OTHER OBLIGATIONS  PAYABLE OR DELIVERABLE (OR WHICH WOULD
HAVE BEEN BUT FOR SECTION 2(A)(III)) BY A NON-DEFAULTING  PARTY, THE NON-DEFAULT
RATE; AND

(d)  IN ALL OTHER CASES, THE TERMINATION RATE.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation  of any  law)  that  occurs  on or after  the  date on which  the
relevant Transaction is entered into.

"CONSENT"  includes  a  consent,  approval,  action,  authorization,  exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT  RATE"  means a rate per  annum  equal to the  cost  (without  proof or
evidence of any actual  cost) to the relevant  payee (as  certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY  TERMINATION  DATE" means the date  determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE  TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation  authority  imposing such
Tax and the  recipient  of such  payment or a person  related to such  recipient
(including,  without  limitation,  a connection  arising from such  recipient or
related person being or having been a citizen or resident of such  jurisdiction,
or being or having been organized,  present or engaged in a trade or business in
such  jurisdiction,  or having or having had a permanent  establishment or fixed
place of business in such  jurisdiction,  but  excluding  a  connection  arising
solely  from such  recipient  or  related  person  having  executed,  delivered,
performed  its  obligations  or  received a payment  under,  or  enforced,  this
Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified,  in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means,  subject to the Schedule,  a day on which commercial
banks are open for business  (including dealings in foreign exchange and foreign
currency  deposits) (a) in relation to any obligation under Section 2(a)(i),  in
the place(s) specified in the relevant Confirmation or, if not so specified,  as
otherwise agreed by the parties in writing or determined  pursuant to provisions
contained, or incorporated by reference,  in this Agreement,  (b) in relation to
any other  payment,  in the place where the relevant  account is located and, if
different,  in the principal  financial  centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication,  including notice
contemplated  under Section  5(a)(i),  in the city  specified in the address for
notice  provided by the recipient and, in the case of a notice  contemplated  by
Section  2(b),  in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS"  means,  with  respect  to  this  Agreement  or  one or  more  Terminated
Transactions,  as the  case  may  be,  and a  party,  the  Termination  Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case  expressed as a negative  number)
in connection  with this  Agreement or that  Terminated  Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the  election of such party but without  duplication,  loss or
cost  incurred  as a  result  of  its  terminating,  liquidating,  obtaining  or


                                       13
<PAGE>



reestablishing any hedge or related trading position (or any gain resulting from
any of them).  Loss  includes  losses  and costs (or  gains) in  respect  of any
payment or delivery  required to have been made (assuming  satisfaction  of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid  duplication,  if Section 6(e)(i)(1) or (3)
or  6(e)(ii)(2)(A)  applies.  Loss does not  include a  party's  legal  fees and
out-of-pocket  expenses referred to under Section 11. A party will determine its
Loss as of the relevant  Early  Termination  Date, or, if that is not reasonably
practicable,  as of the earliest date thereafter as is reasonably practicable. A
party  may (but need not)  determine  its Loss by  reference  to  quotations  of
relevant  rates or  prices  from one or more  leading  dealers  in the  relevant
markets.

"MARKET  QUOTATION" means,  with respect to one or more Terminated  Transactions
and a party  making  the  determination,  an amount  determined  on the basis of
quotations from Reference  Market-makers.  Each quotation will be for an amount,
if any, that would be paid to such party  (expressed as a negative number) or by
such party  (expressed as a positive  number) in  consideration  of an agreement
between such party  (taking into account any existing  Credit  Support  Document
with  respect  to the  obligations  of such  party)  and the  quoting  Reference
Market-maker to enter into a transaction (the  "Replacement  Transaction")  that
would have the effect of  preserving  for such party the economic  equivalent of
any payment or delivery  (whether  the  underlying  obligation  was  absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such  Terminated  Transaction
or group of Terminated  Transactions  that would,  but for the occurrence of the
relevant Early  Termination  Date,  have been required after that date. For this
purpose,  Unpaid  Amounts in respect of the  Terminated  Transaction or group of
Terminated Transactions are to be excluded but, without limitation,  any payment
or delivery that would, but for the relevant Early  Termination  Date, have been
required (assuming  satisfaction of each applicable  condition  precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such  documentation  as such party and the Reference  Market-maker
may, in good faith,  agree.  The party making the  determination  (or its agent)
will request each Reference  Market-maker to provide its quotation to the extent
reasonably  practicable as of the same day and time (without regard to different
time zones) on or as soon as  reasonably  practicable  after the relevant  Early
Termination  Date.  The day and  time as of  which  those  quotations  are to be
obtained  will  be  selected  in  good  faith  by the  party  obliged  to make a
determination  under  Section  6(e),  and,  if each party is so  obliged,  after
consultation  with the other.  If more than three  quotations are provided,  the
Market  Quotation will be the arithmetic mean of the quotations,  without regard
to the quotations  having the highest and lowest  values.  If exactly three such
quotations are provided,  the Market  Quotation will be the quotation  remaining
after disregarding the highest and lowest quotations.  For this purpose, if more
than one quotation has the same highest value or lowest value,  then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be  deemed  that  the  Market  Quotation  in  respect  of  such  Terminated
Transaction or group of Terminated Transactions cannot be determined.

"NON-DEFAULT  RATE" means a rate per annum equal to the cost  (without  proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party,  which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE  MARKET-MAKERS"  means four leading  dealers in the  relevant  market
selected  by the party  determining  a Market  Quotation  in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an  extension  of credit  and (b) to the  extent  practicable,  from  among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organized, managed and controlled or considered
to have its  seat,  (b) where an Office  through  which the party is acting  for
purposes of this  Agreement  is located,  (c) in which the party  executes  this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED  PAYMENT  DATE"  means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset,  combination of accounts, right of retention or
withholding  or  similar  right or  requirement  to which the payer of an amount
under Section 6 is entitled or subject  (whether  arising under this  Agreement,
another contract,  applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT  AMOUNT"  means,  with respect to a party and any Early  Termination
Date, the sum of: --

(e)  THE  TERMINATION  CURRENCY  EQUIVALENT  OF THE MARKET  QUOTATIONS  (WHETHER
POSITIVE OR NEGATIVE)  FOR EACH  TERMINATED  TRANSACTION  OR GROUP OF TERMINATED
TRANSACTIONS FOR WHICH A MARKET QUOTATION IS DETERMINED; AND


                                       14
<PAGE>



(f)  SUCH PARTY'S LOSS  (WHETHER  POSITIVE OR NEGATIVE AND WITHOUT  REFERENCE TO
ANY UNPAID  AMOUNTS)  FOR EACH  TERMINATED  TRANSACTION  OR GROUP OF  TERMINATED
TRANSACTIONS  FOR WHICH A MARKET QUOTATION CANNOT BE DETERMINED OR WOULD NOT (IN
THE  REASONABLE  BELIEF  OF  THE  PARTY  MAKING  THE  DETERMINATION)  PRODUCE  A
COMMERCIALLY REASONABLE RESULT.

"SPECIFIED ENTITY" has the meanings specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED  TRANSACTION"  means,  subject to the Schedule,  (a) any  transaction
(including an agreement with respect thereto) now existing or hereafter  entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable  Specified  Entity of such party) and the other party to
this  Agreement  (or any Credit  Support  Provider  of such  other  party or any
applicable  Specified  Entity  of  such  other  party)  which  is  a  rate  swap
transaction,  basis swap,  forward rate transaction,  commodity swap,  commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option,  foreign  exchange  transaction,  cap  transaction,  floor
transaction, collar transaction, currency swap transaction,  cross-currency rate
swap transaction,  currency option or any other similar  transaction  (including
any option with respect to any of these  transactions),  (b) any  combination of
these  transactions  and (c) any other  transaction  identified  as a  Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest,  penalties and additions thereto) that is
imposed by any  government  or other taxing  authority in respect of any payment
under this Agreement other than a stamp, registration,  documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED  TRANSACTIONS"  means with respect to any Early Termination Date (a)
if resulting  from a Termination  Event,  all Affected  Transactions  and (b) if
resulting from an Event of Default,  all Transactions (in either case) in effect
immediately  before  the  effectiveness  of the  notice  designating  that Early
Termination  Date (or, if "Automatic  Early  Termination"  applies,  immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination  Currency,  such Termination  Currency amount and, in respect of
any amount  denominated in a currency other than the  Termination  Currency (the
"Other  Currency"),  the amount in the  Termination  Currency  determined by the
party  making the  relevant  determination  as being  required to purchase  such
amount of such Other Currency as at the relevant Early  Termination Date, or, if
the relevant Market  Quotation or Loss (as the case may be), is determined as of
a later date, that later date,  with the Termination  Currency at the rate equal
to the spot exchange rate of the foreign  exchange  agent  (selected as provided
below) for the purchase of such Other Currency with the Termination  Currency at
or about  11:00  a.m.  (in the  city in which  such  foreign  exchange  agent is
located) on such date as would be customary for the determination of such a rate
for the  purchase  of such  Other  Currency  for  value  on the  relevant  Early
Termination  Date or that later date.  The foreign  exchange agent will, if only
one party is obliged to make a determination  under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality,  a Tax Event or a Tax Event Upon Merger
or, if specified to be  applicable,  a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION  RATE" means a rate per annum equal to the  arithmetic  mean of the
cost (without  proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means,  with respect to an Early Termination
Date,  the  aggregate  of (a) in respect  of all  Terminated  Transactions,  the
amounts that became  payable (or that would have become  payable but for Section
2(a)(iii))  to such  party  under  Section  2(a)(i)  on or prior  to such  Early
Termination  Date and which remain unpaid as at such Early  Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii))  required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market  value of that which was (or would have been)  required to be
delivered  as of the  originally  scheduled  date  for  delivery,  in each  case
together with (to the extent  permitted under  applicable law) interest,  in the
currency  of such  amounts,  from  (and  including)  the date  such  amounts  or
obligations  were or would have been  required to have been paid or performed to
(but  excluding)  such Early  Termination  Date, at the  Applicable  Rate.  Such
amounts of interest will be calculated on the basis of daily compounding and the


                                       15
<PAGE>



actual number of days elapsed.  The fair market value of any obligation referred
to in clause (b) above shall be  reasonably  determined  by the party obliged to
make the  determination  under Section 6(e) or, if each party is so obliged,  it
shall be the average of the Termination  Currency Equivalents of the fair market
values reasonably determined by both parties.


                                       16
<PAGE>



          IN WITNESS  WHEREOF the parties  have  executed  this  document on the
respective  dates  specified  below with effect from the date  specified  on the
first page of this document.

CENTERBROOK FINANCIAL LLC,                      CHARTER MAC ORIGINATION TRUST I,
a Delaware limited liability company            a Delaware statutory trust

By: CENTERBROOK HOLDINGS LLC,                   By: CHARTERMAC CAPITAL LLC,
    its managing member                             its Manager


         By: /S/ JAMES SPOUND                       By: /S/ ROBERT LEVY
             ----------------                           ---------------
       Name:  James D. Spound                     Name:  Robert L. Levy
      Title:   President                         Title:    Senior Vice President


<PAGE>



(MULTICURRENCY-CROSS BORDER)



                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT
                            DATED AS OF JUNE 28, 2006
                                     BETWEEN
                         CHARTER MAC ORIGINATION TRUST I
                                   ("PARTY A")
                                       AND
                            CENTERBROOK FINANCIAL LLC
                                   ("PARTY B")


PART 1:   TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS

(a)       "SPECIFIED ENTITY" means, in relation to Party A, for the purpose of:

          SECTION 5(A)(V), none;

          SECTION 5(A)(VI), none;

          SECTION 5(A)(VII), none; and

          SECTION 5(B)(IV), none;

and, in relation to Party B, for the purpose of:

          SECTION 5(A)(V), none;

          SECTION 5(A)(VI), none;

          SECTION 5(A)(VII), none; and

          SECTION 5(B)(IV), none.

(b)       "SPECIFIED TRANSACTION," not applicable.

(c)       "SPECIFIED INDEBTEDNESS," not applicable.

(d)       The  "BREACH  OF  AGREEMENT,"   "MISREPRESENTATION,"   "DEFAULT  UNDER
SPECIFIED TRANSACTION" and "Cross-Default" provisions of Section 5(a)(ii), (iv),
(v) and (vi) will not apply to Party A or Party B.

(e)       The "TAX EVENT," "TAX EVENT UPON  MERGER,"  "CREDIT EVENT UPON MERGER"
and "ADDITIONAL  TERMINATION EVENT" provisions of Section 5(b)(ii),  (iii), (iv)
and (v) will not apply to Party A or Party B.

(f)       The "AUTOMATIC EARLY TERMINATION"  provisions of Section 6(a) will not
apply to Party A or Party B.

(g)       PAYMENTS   ON  EARLY   TERMINATION.   Except   as  set  forth  in  any
Confirmation,  upon the occurrence of an Early  Termination Date, Loss and First
Method shall apply.

(h)       "TERMINATION CURRENCY" means United States Dollars.

(i)       "ADDITIONAL TERMINATION EVENT," as set forth in any Confirmation.


                                       2
<PAGE>



PART 2:   TAX REPRESENTATIONS

(a)       PAYER TAX  REPRESENTATIONS.  For the  purposes of Section  3(e),  each
party, when acting as payer, hereby makes the following representation:

          It is not required by any applicable  law, as modified by the practice
          of any  relevant  governmental  revenue  authority,  or  any  Relevant
          Jurisdiction to make any deduction or withholding for or on account of
          any Tax from any  payment  to be made by it to the other  party  under
          this  Agreement.  In making  this  representation,  it may rely on the
          satisfaction  of the agreement of the other party contained in Section
          4(a)(i) and the accuracy and effectiveness of any document provided by
          the other party pursuant to Section 4(a)(i).

(b)       PAYEE TAX  REPRESENTATIONS.  For the purposes of Section 3(f), neither
party, when acting as payee, makes any representations.

PART 3:   AGREEMENT TO DELIVER DOCUMENTS

For the  purpose of  Sections  4(a)(i)  and (ii) of this  Agreement,  each party
agrees to deliver the following documents:

(a)       Party A and Party B will deliver the forms and/or documents  described
          in Section 4(a)(iii) upon reasonable demand by the other party.

(b)       Other documents to be delivered are:

<TABLE>
<CAPTION>

   PARTY REQUIRED                                                                                       COVERED BY
     TO DELIVER                      FORM/DOCUMENT/                        DATE BY WHICH               SECTION 3(D)
      DOCUMENT                        CERTIFICATE                         TO BE DELIVERED             REPRESENTATION
   --------------                    -------------                        ---------------             --------------
<S>                       <C>                                       <C>                                    <C>
Party B                   Custody Agreement, dated as of June       Prior to or concurrently               No
                          16, 2006 (the "Custody Agreement"),       with execution and delivery
                          between Charter Mac Equity Issuer         of this Agreement
                          Trust, as Depositor, and Deutsche
                          Bank National Trust Company, as
                          Custodian (the "Custodian")

Party B                   ISDA Master Agreement, Schedule           Prior to or concurrently               No
                          thereto and Confirmation thereunder,      with execution and delivery
                          entered into by and between Party B       of this Agreement
                          and the Custodian

Party B                   Opinion of counsel satisfactory to        Upon execution and delivery            No
                          Party A                                   of this Agreement

Party A                   Opinion of counsel satisfactory to        Upon execution and delivery            No
                          Party B                                   of this Agreement

Party A                   Any form or document required or          As soon as practicable                 No
                          reasonably requested in order to          after demand
                          allow a party to make payments under
                          each Transaction without deduction or
                          withholding for or on account of any
                          Tax or with such deduction or
                          withholding at a reduced rate.

</TABLE>


                                       3
<PAGE>



PART 4:   MISCELLANEOUS

(a)       ADDRESS FOR NOTICES. For the purpose of Section 12(a):

Address for notice or communications to Party A:

          Charter Mac Origination Trust I
          625 Madison Avenue, Fifth Floor
          New York, NY 10022
          Attention:  Robert L. Levy
          Phone:   (212) 317-5712
          Fax:     (212) 751-3550

Address for notice or communications to Party B:

          Centerbrook Financial LLC
          625 Madison Avenue
          4th Floor
          New York, NY  10022
          Attention:  James D. Spound
          Phone:   (212) 521-6371
          Fax:     (212) 751-3550

Any notice relating to a particular Transaction will be delivered to the address
or facsimile number specified in the Confirmation of such Transaction.

(b)       PROCESS AGENT. For the purpose of Section 13(c):

          Party A appoints as its Process Agent: Not applicable.
          Party B appoints as its Process Agent: Not applicable.

(c)       OFFICES. The provisions of Section 10(a) will apply to this Agreement.

(d)       MULTIBRANCH PARTY. For the purpose of Section 10(c):

          Party A is not a Multibranch Party.
          Party B is not a Multibranch Party.

(e)       CALCULATION  AGENT. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.

(f)       CREDIT  SUPPORT  DOCUMENT.  With  respect to Party A, the ISDA  Credit
Support Annex (including Paragraph 13 - Elections and Variables) entered into by
and between Party A and Party B; and with respect to Party B: not applicable.

(g)       CREDIT  SUPPORT  PROVIDER.  With  respect  to Party A and Party B: not
applicable.

(h)       GOVERNING  LAW.  This  Agreement  will be governed by and construed in
accordance  with the laws of the State of New York (without  reference to choice
of law doctrine).

(i)       NETTING  OF  PAYMENTS.  Payments  under any  Transactions  will not be
netted  and  the  provisions  of  Section  2(c)  will  be  inapplicable  to this
Agreement.

(j)       "AFFILIATE" will have the meaning specified in Section 14.

(k)       NO GROSS-UP  FOR PARTY B.  Section  2(d) of this  Agreement  shall not
apply to Party B and Party B shall not be  obligated to gross up any payments to
Party A pursuant thereto.


                                       4
<PAGE>



PART 5:   OTHER PROVISIONS

(a)  SOURCE OF PAYMENT.  Notwithstanding any other provisions of this Agreement,
payments due from Party A to Party B are limited to amounts  available  therefor
under the Credit Support Annex,  dated as of June 28, 2006, by and between Party
A and Party B and which may be used for such  purpose  pursuant  to the terms of
such Credit Support Annex.

(b)  CONFIRMATIONS.  For each  Transaction  entered into hereunder,  Party A and
Party B will execute and deliver a Confirmation.  Each Confirmation supplements,
forms part of and will be read and  construed as one with this  Agreement.  Each
Confirmation will relate to one Transaction and will be independent of all other
Confirmations.

(C)  WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HEREBY  IRREVOCABLY WAIVES ANY
AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(d)  TELEPHONIC  RECORDING.  Each party (i)  consents  to the  recording  of the
telephone  conversations of trading,  marketing and operations  personnel of the
parties and their  Affiliates in connection with this Agreement or any potential
Transaction, and (ii) agrees to obtain any necessary consent of, and give notice
of such recording to, such personnel of it and its Affiliates.

(e)  ELIGIBLE  CONTRACT  PARTICIPANT.  Each party  represents to the other party
(which  representation  will be  deemed to be  repeated  on each date on which a
Transaction  is entered  into)  that it is an  "eligible  contract  participant"
within the meaning of Section 1a(12) of the Commodity Exchange Act.

(f)  RELATIONSHIP  BETWEEN  PARTIES.  The  following   representation  shall  be
inserted as a new Section 3(g) of this Agreement:

     (g)  RELATIONSHIP  BETWEEN PARTIES.  Absent a written agreement between the
     parties that expressly imposes affirmative  obligations to the contrary for
     that Transaction, each party represents to the other party that:

               (i)  NON-RELIANCE.  It has made its own independent  decisions to
               enter into that Transaction and as to whether that Transaction is
               appropriate or proper for it based upon its own judgment and upon
               advice from such advisers as it has deemed  necessary.  It is not
               relying on any communication (written or oral) of the other party
               as investment  advice or as a  recommendation  to enter into that
               Transaction;   it   being   understood   that   information   and
               explanations related to the terms and conditions of a Transaction
               shall not be considered  investment advice or a recommendation to
               enter into that Transaction.  No communication  (written or oral)
               received  from the other party shall be deemed to be an assurance
               or guarantee as to the expected results of that Transaction.

               (ii) ASSESSMENT AND UNDERSTANDING.  In the case of Party A, it is
               capable of assessing the merits of and  understanding (on its own
               behalf  or  through   independent   professional   advice),   and
               understands and accepts, the terms,  conditions and risks of that
               Transaction.  It is also  capable of assuming,  and assumes,  the
               risks of that Transaction.

               (iii) STATUS OF PARTIES.  In the case of Party A, the other party
               is not acting as a  fiduciary  for or an adviser to it in respect
               of that Transaction.

(g)  ABSENCE  OF  LITIGATION.  Section  3(c) of this  Agreement  is  amended  by
deleting the words "or, to its knowledge, threatened" in the first line thereof.

(h)  NO RIGHT OF  SET-OFF.  There  will be no right of  set-off  exercisable  by
either party under this Agreement.

(i)  NATURE OF  OBLIGATIONS.  Party A's  obligations  under this  Agreement  are
binding  upon  and  against  it,  irrespective  of any  insolvency,  bankruptcy,
assignment  for the benefit of  creditors  or  readjustment  of the debts of, or
other similar events or proceedings affecting, any other Person (including,  but
not  limited  to,  any  Refinance  Entity set forth in any  Confirmation  or any
Affiliate of such Reference Entity), or any action by any trustee or receiver in
any  court  in any such  proceeding  or any  allegation  of  invalidity  of this
Agreement in any such proceeding.


                                       5
<PAGE>



Accepted and agreed:


CENTERBROOK FINANCIAL LLC,                   CHARTER MAC ORIGINATION TRUST I,
a Delaware limited liability company         a Delaware statutory trust

By: CENTERBROOK HOLDINGS LLC,                By: CHARTERMAC CAPITAL LLC,
    its managing member                          its Manager

         By: /S/ JAMES SPOUND                          By: /S/ ROBERT LEVY
             ----------------                              ---------------
       Name: James D. Spound                         Name: Robert L. Levy
      Title: President                              Title: Senior Vice President


<PAGE>



                    CONFIRMATION FOR COLLATERAL SUPPORT SWAP



Date:    June 28, 2006
To:      CENTERBROOK FINANCIAL LLC
From:    CHARTER MAC ORIGINATION TRUST I
RE:      Credit Derivative Transaction with Pay-As-You-Go or Physical Settlement
--------------------------------------------------------------------------------



          The  purpose of this  letter  (the  "Confirmation")  is to confirm the
terms and conditions of the Credit Derivative  Transaction relating to a certain
tax exempt multifamily  housing revenue bond reference  obligations entered into
between  Charter Mac Origination  Trust I ("Party A") and Centerbrook  Financial
LLC  ("Party B") on the Trade Date  specified  below (the  "Transaction").  This
Confirmation  constitutes  a  "Confirmation"  as  referred to in the ISDA Master
Agreement specified below.

          The  definitions  and  provisions  contained  in the 2003 ISDA  Credit
Derivatives Definitions (the "Credit Derivatives Definitions"),  as published by
the International Swaps and Derivatives Association, Inc., are incorporated into
this  Confirmation.  In  the  event  of any  inconsistency  between  the  Credit
Derivatives Definitions and this Confirmation, this Confirmation shall govern.

          This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement,  Schedule and Credit Support Annex, each dated as of June
28,  2006,  as amended  and  supplemented  from time to time (the  "Agreement"),
between  you and us. All  provisions  contained  in the  Agreement  govern  this
Confirmation except as expressly modified below.

          References in this Confirmation to the "Reference Obligation" shall be
to the terms of the  Reference  Obligation  (as  defined  below)  set out in the
Underlying  Instruments  (as defined  below) as amended from time to time unless
otherwise specified below.

The terms of the Transaction to which this Confirmation relates are as follows:

1.   GENERAL TERMS:

     Trade Date:                          June 28, 2006

     Effective Date:                      June 28, 2006

     Scheduled Termination Date:          Sixty  days  after the last  Reference
                                          Obligation   Put   Date,  subject   to
                                          adjustment  in  accordance   with  the
                                          Following Business Day Convention.


                                       7
<PAGE>



Termination Date:        The last to occur of:

                         (a) the last  Floating Rate Payer Payment Date;

                         (b) the last Delivery Date;

                         (c)  the last Additional Fixed Amount Payment Date; and

                         (d)  the  Scheduled Termination Date.

Floating Rate Payer:     Party A (the "Seller").

Fixed Rate Payer:        Party B (the "Buyer").

Calculation Agent:       Party A

Calculation Agent City:  New York, New York

Business Day:            Notwithstanding any provision of the Credit Derivatives
                         Definitions  to the  contrary,  for  purposes  of  this
                         Transaction, "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.

Business Day Convention: Following  (which,  with the exception of the Effective
                         Date,  and the period end date of each Fixed Rate Payer
                         Calculation Period, shall apply to any date referred to
                         in this  Confirmation that falls on a day that is not a
                         Business Day).

Reference Entities:      The Obligor on and Issuer of each Reference Obligation.

Reference Obligations:   Each bond or other reference  obligation subject to any
                         "Confirmation"  referred  to and  pursuant  to the ISDA
                         Master  Agreement  between  Party B and  Deutsche  Bank
                         National Trust Company dated as of June 16, 2006, 2006,
                         as amended,  supplemented  or otherwise  modified  from
                         time to time.

                         Section 2.30 of the Credit Derivatives Definitions will
                         not  apply  to  this  Transaction.  If,  prior  to  the
                         occurrence  of a Credit Event,  a Reference  Obligation
                         ceases to exist  such that no further  payments  are or
                         can become due and payable by the  Reference  Entity in
                         respect of the Reference  Obligation,  this Transaction
                         will terminate as to such Reference Obligation.

Successor:               Section 2.1 of the Credit  Derivatives  Definitions  is
                         hereby  modified by deleting the words "or a New Credit
                         Derivative  Transaction as determined  pursuant to such
                         Section  2.2" at the end  thereof.  Section  2.2 of the
                         Credit Derivatives Definitions is hereby deleted in its
                         entirety and the following inserted in place thereof:

                         "SECTION 2.2 SUCCESSOR.  "Successor"  means in relation
                         to the Reference Entity a direct or indirect  successor
                         to the Reference Entity that, without  contravening the
                         provisions   of  the  Reference   Obligation,   assumes
                         liability in respect of the Reference Obligation by way
                         of merger,  consolidation,  amalgamation,  transfer  or
                         otherwise,  whether by  operation of law or pursuant to
                         any agreement,  as determined by the Calculation  Agent
                         (after consultation with Buyer and Seller)."


                                       8
<PAGE>



Reference Price:         100%

Reference Obligation
Payment Date:            The date on which scheduled payments of interest on and
                         principal  of  a  Reference   Obligation  are  due  and
                         payable,  including the Reference  Obligation Put Date.

Reference Obligation
Notional Amount:         On the Effective Date, the Outstanding Principal Amount
                         of each Reference Obligation.

                         Following the Effective Date, the Reference  Obligation
                         Notional Amount will be:

                         (i) decreased on each day on which a Principal  Payment
                             is made by the relevant Principal Payment Amount;

                         (ii) decreased on the day, if any, on which a Principal
                              Shortfall   occurs   by   the   relevant Principal
                              Shortfall Amount; and

                         (iii)  decreased  on each  Delivery  Date by an  amount
                                equal to the relevant Exercise Amount;

                         provided  that  if the  Reference  Obligation  Notional
                         Amount  would be less than zero,  it shall be deemed to
                         be zero.

Initial Payment:         Not  applicable

2.   FIXED PAYMENTS:

Fixed Rate Payer:        Buyer

Fixed Rate Payer
Period  End Dates:       From and after the  Effective  Date,  each  December 1,
                         without Business Day Convention modification.

Fixed Rate Payer
Payment Dates:           From and after the Effective Date, each December 1.

Fixed Amount:            With respect to any Fixed Rate Payer  Payment  Date, an
                         amount equal to $10,000.

Additional Fixed Amount
Payment Dates:           The third day after  the  occurrence  of an  Additional
                         Fixed Payment Event.

Additional Fixed
Payments:                Following the occurrence of an Additional Fixed Payment
                         Event in respect  of the  Reference  Obligation,  Buyer
                         shall  pay the  relevant  Additional  Fixed  Amount  to
                         Seller on the related  Additional  Fixed Amount Payment
                         Date.

Additional Fixed Payment
Event:                   The occurrence on or after the Effective Date and on or
                         before  the day that is one  calendar  year  after  the
                         later of the  Termination or the Scheduled  Termination
                         Date  of a  Principal  Shortfall  Reimbursement  or  an
                         Interest Shortfall Reimbursement.

Additional Fixed Amount: With respect to each  Additional  Fixed Amount  Payment
                         Date, an amount equal to the sum of:

                         (a)  the  Principal  Shortfall   Reimbursement  Payment
                              Amount (if any); and


                                       9
<PAGE>



                         (b) the Interest Shortfall Reimbursement Payment Amount
                             (if any).

3.   FLOATING PAYMENTS:

Floating Rate Payer:     Seller

Floating Rate Payer
Payment Dates:           In  relation  to a  Floating  Amount  Event,  the third
                         Business  Day  after   delivery  of  a  notice  by  the
                         Calculation  Agent to the  parties or a notice by Buyer
                         to Seller that the  Floating  Amount Event has occurred
                         and the related  Floating  Amount is due and showing in
                         reasonable   detail  how  such   Floating   Amount  was
                         determined.

Floating Payments:       If a Floating Amount Event occurs, then on the relevant
                         Floating Rate Payer  Payment Date,  Seller will pay the
                         relevant Floating Amount to Buyer. For the avoidance of
                         doubt, the Conditions to Settlement are not required to
                         be satisfied in respect of a Floating Payment.

Floating Amount Event:   A Principal Shortfall or an Interest Shortfall.

Floating Amount:         With respect to each  Floating Rate Payer Payment Date,
                         an amount equal to the sum of:

                         (a) the relevant Principal Shortfall Payment Amount (if
                             any); and

                         (b) the relevant Interest  Shortfall Payment Amount (if
                             any).

Conditions to
Settlement:              Credit Event Notice

                             Notifying Party:    Buyer

                         Notice of Physical Settlement

                             Notifying Party:    Buyer or Seller

                         provided that if the  Calculation  Agent has previously
                         delivered   a  notice  to  the  parties  or  Buyer  has
                         previously delivered a notice to Seller pursuant to the
                         definition of "Floating Rate Payer Payment Dates" above
                         in  respect  of  a  Floating  Amount  Event,  the  only
                         Condition  to  Settlement  with  respect  to any Credit
                         Event shall be a Notice of Physical Settlement.

                         The parties agree that with respect to the  Transaction
                         and  notwithstanding  anything  to the  contrary in the
                         Credit Derivatives Definitions:

                         (a) the  Conditions to  Settlement  may be satisfied on
                             more than one occasion;

                         (b) multiple Physical Settlement Amounts may be payable
                             by Seller;

                         (c)  Buyer  or  Seller,  when  providing  a  Notice  of
                              Physical  Settlement,  must  specify  an  Exercise
                              Amount;

                         (d) if Buyer  or  Seller  has  delivered  a  Notice  of
                             Physical  Settlement  that  specifies  an  Exercise
                             Amount that is less  than the Reference  Obligation


                                       10
<PAGE>



                             Notional  Amount  as  of  the  date  on which  such
                             Notice   of   Physical   Settlement  is   delivered
                             (calculated   as   though  Physical  Settlement  in
                             respect of all  previously  delivered  Notices   of
                             Physical  Settlement  has  occurred  in  full), the
                             rights  and  obligations of  the parties  under the
                             Transaction  shall  continue  and  Buyer or  Seller
                             may  deliver   additional   Notices   of   Physical
                             Settlement   with   respect   to   such   Reference
                             Obligation and with respect  to the initial  Credit
                             Event  or  with  respect  to  any additional Credit
                             Event at any time thereafter;

                         (e)  any  Notice  of  Physical   Settlement   shall  be
                              delivered no later than 30  calendar   days  after
                              the Termination Date  nor no  later  than  30 days
                              before the Scheduled Termination Date; and

                         (f)  So  long  as  Seller  is  timely  making  Floating
                              Payments  with  respect to a Reference Obligation,
                              any Notice of Physical Delivery delivered by Buyer
                              shall  be  effective only  with  the prior written
                              consent of Seller.

                         (g) It shall be an additional  Condition to Settlement,
                             for any Settlement initiated by Seller, that Seller
                             shall   have  posted   either  cash  or  collateral
                             acceptable   to   Buyer  equal   to   the  Physical
                             Settlement Amount.

                         Section 3.2(d) of the Credit Derivatives Definitions is
                         amended to delete the words "that is effective no later
                         than thirty calendar days after the Event Determination
                         Date".

Credit  Events:          The  following   Credit  Events  shall  apply  to  this
                         Transaction  (and the first  sentence of Section 4.1 of
                         the  Credit  Derivatives  Definitions  shall be amended
                         accordingly):

                         Failure to Pay:
                               Payment Requirement: U.S. $1.00 (one U.S. dollar)

                         Obligation Acceleration:
                               Default Requirement: U.S. $1.00 (one U.S. dollar)

                         Bankruptcy

Obligation:              Reference Obligation Only

4.   INTEREST SHORTFALL

Interest Shortfall
Payment Amount:          In  respect  of an  Interest  Shortfall,  the  relevant
                         Interest  Shortfall Amount;  provided that, if Interest
                         Shortfall Cap is applicable and the Interest  Shortfall
                         Amount exceeds the Interest  Shortfall Cap Amount,  the
                         Interest  Shortfall  Payment  Amount in respect of such
                         Interest  Shortfall shall be the Interest Shortfall Cap
                         Amount.

Interest Shortfall Cap:  Not Applicable

Actual Interest Amount:  With respect to any Reference  Obligation Payment Date,
                         payment  by or on  behalf of a  Reference  Entity of an
                         amount in respect of interest  due under the  Reference
                         Obligation (including, without limitation, any deferred
                         interest or defaulted  interest but excluding  payments
                         in respect of prepayment  penalties,  yield maintenance
                         provisions  or   principal,   except  that  the  Actual


                                       11
<PAGE>



                         Interest  Amount shall include any payment of principal
                         representing  capitalized interest) to the holder(s) of
                         the  Reference  Obligation  in respect of the Reference
                         Obligation.

Expected Interest
Amount:                  With respect to any Reference  Obligation Payment Date,
                         the amount of current interest  (including  capitalized
                         interest)   that  would   accrue   during  the  related
                         Reference  Obligation   Calculation  Period  calculated
                         using   the   Reference   Obligation   Coupon   on  the
                         Outstanding   Principal   Amount   of   the   Reference
                         Obligation  and that  will be  payable  on the  related
                         Reference  Obligation  Payment  Date  assuming for this
                         purpose that sufficient funds are available therefor in
                         accordance   with  the  Underlying   Instruments.   The
                         Expected  Interest  Amount shall be determined  without
                         regard to (i)  unpaid  amounts  in  respect  of accrued
                         interest on prior Reference  Obligation  Payment Dates,
                         or (ii) any prepayment  penalties or yield  maintenance
                         provisions.

Interest Shortfall:      With respect to any Reference  Obligation Payment Date,
                         either  (a) the  non-payment  of an  Expected  Interest
                         Amount or (b) the payment of an Actual  Interest Amount
                         that is less than the Expected Interest Amount.

Interest Shortfall
Amount:                  With respect to any Reference  Obligation Payment Date,
                         an amount equal to the greater of:

                         (a) zero; and

                         (b) the amount equal to:

                             (i) the Expected Interest Amount;

                                 minus

                            (ii) the Actual Interest Amount; and

Interest  Shortfall
Reimbursement:           With respect to any Reference  Obligation Payment Date,
                         the payment by or on behalf of a Reference Entity of an
                         Actual  Interest  Amount in  respect  of the  Reference
                         Obligation  that is greater than the Expected  Interest
                         Amount which represents  payment of a past due Expected
                         Interest Amount.


Interest Shortfall
Reimbursement Amount:    With respect to any Reference  Obligation  Payment Date
                         the amount of any Interest  Shortfall  Reimbursement on
                         such day.

Interest Shortfall
Reimbursement Payment
Amount:                  If  Interest  Shortfall  Cap  is  not  applicable,  the
                         relevant Interest  Shortfall  Reimbursement  Amount. If
                         Interest  Shortfall  Cap  is  applicable,   the  amount
                         determined  pursuant  to  the  Interest  Shortfall  Cap
                         Annex.


                                       12
<PAGE>



5.   PRINCIPAL SHORTFALL

Principal Shortfall
Payment Amount:          In  respect  of a  Principal  Shortfall,  the  relevant
                         Principal Shortfall Amount.

Actual Principal Amount: With respect to any Reference  Obligation Payment Date,
                         payment  by or on  behalf of a  Reference  Entity of an
                         amount in respect of principal  due under the Reference
                         Obligation (including, without limitation, any deferred
                         principal  or  defaulted  principal  and the  principal
                         component  of  the   purchase   price  of  a  Reference
                         Obligation  on a  Reference  Obligation  Put Date,  but
                         excluding payments in respect of prepayment  penalties,
                         yield maintenance  provisions or interest,  except that
                         the Actual  Principal  Amount shall exclude any payment
                         of principal representing  capitalized interest) to the
                         holder(s) of the Reference Obligation in respect of the
                         Reference Obligation.

Expected Principal
Amount:                  With respect to any Reference  Obligation Payment Date,
                         the  amount of current  principal  that this is due and
                         payable on the  related  Reference  Obligation  Payment
                         Date  assuming for this purpose that  sufficient  funds
                         are   available   therefor  in   accordance   with  the
                         Underlying  Instruments.  For  avoidance of doubt,  the
                         payment  of the  principal  component  of the  purchase
                         price  of  a  Reference  Obligation  on  the  Reference
                         Obligation  Put Date is an Expected  Principal  Amount.
                         The  Expected  Principal  Amount  shall  be  determined
                         without  regard to (i)  unpaid  amounts  in  respect of
                         principal  due on prior  Reference  Obligation  Payment
                         Dates,   or  (ii)  any  prepayment   penalties,   yield
                         maintenance  provisions  or  unpaid  interest,  whether
                         capitalized or not.

Principal   Shortfall:   With respect to any Reference  Obligation Payment Date,
                         either (a) the  non-payment  of an  Expected  Principal
                         Amount or (b) the payment of an Actual Principal Amount
                         that is less than the Expected Principal Amount.

Principal Shortfall
Amount:                  With respect to any Reference  Obligation Payment Date,
                         an amount equal to the greater of:

                         (a) zero; and

                         (b) the amount equal to:

                             (i) the Expected Principal Amount;

                                 minus

                            (ii) the Actual Principal  Amount;  and

Principal  Shortfall
Reimbursement:           With respect to any Reference  Obligation Payment Date,
                         the payment by or on behalf of a Reference Entity of an
                         Actual  Principal  Amount in respect  of the  Reference
                         Obligation that is greater than the Expected  Principal
                         Amount which represents  payment of a past due Expected
                         Principal Amount.


Principal Shortfall
Reimbursement Amount:    With respect to any Reference  Obligation  Payment Date
                         the amount of any Principal Shortfall  Reimbursement on
                         such day.

Principal Shortfall
Reimbursement Payment
Amount:                  The relevant Principal Shortfall Reimbursement Amount.


                                       13
<PAGE>



6.   SETTLEMENT TERMS

Settlement Method:       Physical Settlement

Terms Relating to
Physical Settlement:

Physical Settlement
Period:                  Ten Business Days

Deliverable Obligations: Include Accrued Interest

Deliverable Obligations: Deliverable  Obligation Category:  Reference Obligation
                         Only
Physical Settlement
Amount:                  An  amount  equal to the product of the Exercise Amount
                         and the Reference Price.

Escrow:                  Applicable

Non-delivery by Buyer:   If Buyer has delivered a Notice of Physical  Settlement
                         and  Buyer  does not  Deliver  in full the  Deliverable
                         Obligations   specified  in  that  Notice  of  Physical
                         Settlement on or prior to the Physical  Settlement Date
                         then such Notice of Physical Settlement shall be deemed
                         not to have been  delivered  and any  reference in this
                         Confirmation  to  a  previously   delivered  Notice  of
                         Physical   Settlement   shall  exclude  any  Notice  of
                         Physical  Settlement  that is  deemed  not to have been
                         delivered.  Sections  9.2(c)(ii)  (except for the first
                         sentence  thereof),  9.4, 9.5, 9.6, 9.9 and 9.10 of the
                         Credit Derivatives Definitions shall not apply.

7.   ADDITIONAL PROVISIONS

     The Calculation  Agent shall be responsible for determining and calculating
     (i) the Fixed Amount  payable on each Fixed Rate Payer Payment  Date;  (ii)
     the occurrence of a Floating  Amount Event and the related  Floating Amount
     and (iii) the  occurrence  of an  Additional  Fixed  Payment  Event and the
     related Additional Fixed Amount;  provided that  notwithstanding the above,
     each of Buyer and Seller shall be entitled to determine  and  calculate the
     above amounts to the extent that Buyer or Seller,  as  applicable,  has the
     right to  deliver a notice to the other  party  demanding  payment  of such
     amount. The Calculation Agent or Buyer or Seller, as applicable, shall make
     such  determinations  and  calculations  reasonably and in good faith.  The
     Calculation  Agent or Buyer or Seller,  as  applicable,  shall,  as soon as
     practicable  after  making  any  of  the   determinations  or  calculations
     specified above,  notify the parties or the other party, as applicable,  of
     such determinations and calculations.

8.   OFFICES:

The Office of Seller for this Transaction is:    Charter Mac Origination Trust I
                                                 625 Madison Avenue, Fifth Floor
                                                 New York, NY 10022



The Office of Buyer for this Transaction is:     Centerbrook Financial LLC
                                                 625 Madison Avenue
                                                 4th Floor
                                                 New York, NY 10022


                                       14
<PAGE>



9.   NOTICE AND ACCOUNT DETAILS:

     Telephone, Telex and/or
     Facsimile Numbers and
     Contact Details for Notices:
                                       Buyer:            Robert L. Levy
                                                         Phone:   (212) 317-5712
                                                         Fax:     (212) 751-3550

                                       Seller:           James D. Spound
                                                         Phone:   (212) 521-6371
                                                         Fax:     (212) 751-3550
     Account Details:
     Account Details of Buyer:               Deutsche Bank
                                             ABA #021-001-033
                                             A/C #01-419-647
                                             Attention:  Dennis Gillespie
                                             Re: (Charter Mac Origination Trust)

     Account Details of Seller:              Deutsche Bank
                                             ABA #021-001-033
                                             A/C #01-419-647
                                             Attention:  Dennis Gillespie
                                             Re: (Centerbrook Financial)


10.  ADDITIONAL DEFINITIONS AND AMENDMENTS TO THE CREDIT DERIVATIVES DEFINITIONS

(a)  References in Sections  4.1, 8.2, 9.1 and 9.2(a) of the Credit  Derivatives
     Definitions as well as Section  3(a)(iv) of the form of Novation  Agreement
     set  forth  in  Exhibit  E to the  Credit  Derivatives  Definitions  to the
     Reference  Entity shall be deemed to be  references  to both the  Reference
     Entity and the Insurer in respect of the Reference Policy, if applicable.

(b)  (i)  The  definition   of  "Physical  Settlement"  in  Section  8.1  of the
          Credit  Derivatives  Definitions  shall be amended by (i) deleting the
          words  "Physical  Settlement  Amount" from the last line of the second
          paragraph  thereof  and  (ii)  inserting  in lieu  thereof  the  words
          "Exercise Amount".

     (ii) The  definition  of "Physical  Settlement  Date" in Section 8.4 of the
          Credit  Derivatives  Definitions shall be amended by deleting the last
          sentence thereof.

(c)  For the purposes of this  Transaction  only,  the following  terms have the
     meanings given below:

     "Exercise  Amount"  means,  for purposes of the  Transaction,  an amount to
     which a Notice of Physical  Settlement  relates equal to the product of (i)
     the  Outstanding  Principal  Amount  of  the  Reference  Obligation  to  be
     Delivered by Buyer to Seller on the applicable  Physical  Settlement  Date;
     and (ii) the Reference  Price,  plus any unpaid interest accrued to but not
     including the Physical Settlement Date.

     "Issuer"  means the  government or  governmental  agency or authority  that
     issued a Reference Obligation.

     "Obligor"  means the entity or person  actually  obligated  pursuant to the
     Underlying  Instruments  to  make  the  payments  of  the  interest  on and
     principal of a Reference Obligation.

     "Outstanding  Principal Amount" means, as of any date of determination with
     respect to the Reference  Obligation,  the outstanding principal balance of
     the Reference Obligation as of such date, which shall take into account:

     (i)  all payments of principal;


                                       15
<PAGE>



     (ii) all writedowns or applied losses (however  described in the Underlying
          Instruments)  resulting  in a reduction in the  outstanding  principal
          balance  of the  Reference  Obligation  (other  than as a result  of a
          scheduled or unscheduled payment of principal);

     (iii) forgiveness of any amount by the holders of the Reference  Obligation
          pursuant to an amendment to the Underlying  Instruments resulting in a
          reduction  in the  outstanding  principal  balance  of  the  Reference
          Obligation;

     (iv) any payments  reducing the amount of any reductions  described in (ii)
          and (iii) of this definition; and

     (v)  any increase in the  outstanding  principal  balance of the  Reference
          Obligation that reflects a reversal of any prior reductions  described
          in (ii) and (iii) of this definition.

     "Reference  Obligation  Calculation  Period"  means,  with  respect to each
     Reference  Obligation Payment Date, a period  corresponding to the interest
     accrual period relating to such Reference  Obligation Payment Date pursuant
     to the Underlying Instruments.

     "Reference  Obligation  Coupon" means the periodic interest rate applied in
     relation to each  Reference  Obligation  Calculation  Period on the related
     Reference  Obligation  Payment Date,  as determined in accordance  with the
     terms of the  Underlying  Instruments  as at the  Effective  Date,  without
     regard to any subsequent amendment.

     "Reference  Obligation  Put Date"  means the date on which the  holder of a
     Reference  Obligation has the right pursuant to the Underlying  Instruments
     to elect to call such Reference  Obligation  for mandatory  redemption at a
     price equal to par (i.e. 100%) plus accrued interest.

     "Underlying  Instruments"  means  the  indenture,   trust  agreement,  loan
     agreement or other  relevant  agreement(s)  setting  forth the terms of the
     Reference Obligation.

Please  confirm  your  agreement  to be bound by the terms of the  foregoing  by
executing a copy of this Confirmation and returning it to us by facsimile.


                                       16
<PAGE>



(BILATERAL FORM)
                                                Yours sincerely,

                                                CHARTER MAC ORIGINATION TRUST I

                                                By: CHARTERMAC CAPITAL LLC



                                                    By: /S/ ROBERT LEVY
                                                        ---------------
                                                    Name: Robert L. Levy
                                                    Title: Senior Vice President



Confirmed as of the date first above written:

CENTERBROOK FINANCIAL LLC

By:      CENTERBROOK HOLDINGS LLC,
         its managing member



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


<PAGE>



                                     ISDA(R)

              INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.

                              CREDIT SUPPORT ANNEX

                             TO THE SCHEDULE TO THE

                              ISDA MASTER AGREEMENT

                            DATED AS OF JUNE 28, 2006

                                     BETWEEN

CHARTER MAC ORIGINATION TRUST I        AND             CENTERBROOK FINANCIAL LLC
         ("PARTY A")                                          ("PARTY B")

This Annex supplements,  forms part of, and is subject to, the  above-referenced
Agreement,  is part of its Schedule and is a Credit Support  Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows: -

PARAGRAPH 1. INTERPRETATION

(a)  DEFINITIONS  AND  INCONSISTENCY.  Capitalized  terms not otherwise  defined
herein or elsewhere in this  Agreement have the meanings  specified  pursuant to
Paragraph 12, and all  references in this Annex to Paragraphs  are to Paragraphs
of this  Annex.  In the event of any  inconsistency  between  this Annex and the
other provisions of this Schedule,  this Annex will prevail, and in the event of
any  inconsistency  between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.

(b)  SECURED  PARTY AND PLEDGOR.  All  references  in this Annex to the "Secured
Party"  will  be  to  either  party  when  acting  in  that   capacity  and  all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity;  PROVIDED,  HOWEVER, that if Other Posted Support is held by a
party to this Annex,  all  references  herein to that party as the Secured Party
with  respect  to  that  Other  Posted  Support  will be to  that  party  as the
beneficiary  thereof  and will not  subject  that  support  or that party as the
beneficiary  thereof  to  provisions  of  law  generally  relating  to  security
interests and secured parties.

PARAGRAPH 2. SECURITY INTEREST

Each party,  as the Pledgor,  hereby pledges to the other party,  as the Secured
Party, as security for its Obligations,  and grants to the Secured Party a first
priority  continuing  security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,  the
security  interest and lien granted  hereunder on that Posted Collateral will be
released immediately and, to the extent possible,  without any further action by
either party.


<PAGE>



PARAGRAPH 3. CREDIT SUPPORT OBLIGATIONS

(a)  DELIVERY  AMOUNT.  Subject to  Paragraphs  4 and 5, upon demand made by the
Secured Party on or promptly  following a Valuation Date, if the Delivery Amount
for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount,
then the Pledgor will  Transfer to the Secured  Party  Eligible  Credit  Support
having a Value  as of the date of  Transfer  at  least  equal to the  applicable
Delivery Amount (rounded  pursuant to Paragraph 13). Unless otherwise  specified
in  Paragraph  13, the  "DELIVERY  AMOUNT"  applicable  to the  Pledgor  for any
Valuation Date will equal the amount by which:

     (i)  the Credit Support Amount

     exceeds

     (ii) the Value as of that  Valuation Date of all Posted Credit Support held
     by the Secured Party.

(b)  RETURN  AMOUNT.  Subject to  Paragraphs  4 and 5, upon a demand made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for that
Valuation Date equals or exceeds Secured Party's Minimum Transfer  Amount,  then
the Secured Party will Transfer to the Pledgor Posted Credit  Support  specified
by the Pledgor in that demand having a Value as of the date of Transfer as close
as practicable to the applicable  Return Amount  (rounded  pursuant to Paragraph
13). Unless otherwise  specified in Paragraph 13, the "RETURN AMOUNT" applicable
to the Secured Party for any Valuation Date will equal the amount by which:

     (i)  the Value as of that  Valuation Date of all Posted Credit Support held
     by the Secured Party

     exceeds

     (ii) the Credit Support Amount.

"CREDIT SUPPORT AMOUNT" means,  unless otherwise  specified in Paragraph 13, for
any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all  Independent  Amounts  applicable to the Secured Party,  if any,
minus (iv) the Pledgor's Threshold;  PROVIDED,  HOWEVER, that the Credit Support
Amount will be deemed to be zero  whenever  the  calculation  of Credit  Support
Amount yields a number less than zero.

PARAGRAPH  4.  CONDITIONS   PRECEDENT,   TRANSFER   TIMING,   CALCULATIONS   AND
               SUBSTITUTIONS

(a)  CONDITIONS  PRECEDENT.  Each  Transfer  obligation  of  the  Pledgor  under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii),  5 and
6(d) is subject to the conditions precedent that:

     (i)  no Event of Default, Potential Event of Default or Specified Condition
     has occurred and is continuing with respect to the other party; and

     (ii) no  Early   Termination   Date  for  which  any  unsatisfied   payment
     obligations exist has occurred or been designated as the result of an Event
     of Default or Specified Condition with respect to the other party.

(b)  TRANSFER  TIMING.  Subject to  Paragraphs  4(a) and 5 and unless  otherwise
specified,  if a demand for the  Transfer of Eligible  Credit  Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the next Local  Business Day; if
a demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of  business  on the  second  Local  Business  Day
thereafter.

(c)  CALCULATIONS.  All  calculations  of Value and  Exposure  for  purposes  of
Paragraphs 3 and 6(d) will be made by the  Valuation  Agent as of the  Valuation
Time.  The  Valuation  Agent will notify each party (or the other party,  if the
Valuation Agent is a party) of its  calculations not later than the Notification
Time on the Local  Business Day following the  applicable  Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).


                                       2
<PAGE>



(d)  SUBSTITUTIONS.

     (i)  Unless otherwise specified in Paragraph 13, upon notice to the Secured
     Party  specifying the items of Posted Credit  Support to be exchanged,  the
     Pledgor  may, on any Local  Business  Day,  Transfer  to the Secured  Party
     substitute Eligible Credit Support (the "Substitute Credit Support"); and

     (ii) subject to  Paragraph  4(a),  the Secured  Party will  Transfer to the
     Pledgor the items of Posted Credit Support  specified by the Pledgor in its
     notice not later than the Local  Business Day  following  the date on which
     the Secured Party receives the Substitute Credit Support,  unless otherwise
     specified in  Paragraph 13 (the  "Substitution  Date");  PROVIDED  that the
     Secured Party will only be obligated to Transfer Posted Credit Support with
     a Value as of the date of Transfer of that Posted  Credit  Support equal to
     the Value as of that date of the Substitute Credit Support.

PARAGRAPH 5. DISPUTE RESOLUTION

If a party (a "Disputing Party") disputes (I) the Valuation Agent's  calculation
of a Delivery  Amount or a Return  Amount or (II) the Value of any  Transfer  of
Eligible Credit Support or Posted Credit  Support,  then (1) the Disputing Party
will notify the other party and the Valuation  Agent (if the Valuation  Agent is
not the other party) not later than the close of business on the Local  Business
Day following (X) the date that the demand is made under  Paragraph 3 in case of
(I) above or (Y) the date of Transfer in the case of (II) above,  (2) subject to
Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the
other  party not later  than the close of  business  on the Local  Business  Day
following (X) the date that the demand is made under  Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties
will  consult  with each other in an attempt to resolve  the  dispute and (4) if
they fail to resolve the dispute by the Resolution Time, then:

     (i)  In the case of a dispute involving a Delivery Amount or Return Amount,
     unless  otherwise  specified  in  Paragraph  13, the  Valuation  Agent will
     recalculate the Exposure and the Value as of the Recalculation Date by:

          (A)  utilizing any  calculations of Exposure for the  Transactions (or
          Swap Transactions) that the parties have agreed are not in dispute;

          (B)  calculating   the   Exposure  for  the   Transactions   (or  Swap
          Transactions)  in  dispute  by  seeking  four  actual   quotations  at
          mid-market  from Reference  Market-makers  for purposes of calculating
          Market Quotation, and taking the arithmetic average of those obtained;
          PROVIDED  that if four  quotations  are not available for a particular
          Transaction (or Swap Transaction), then fewer than four quotations may
          be  used  for  that  Transaction  (or  Swap  Transaction);  and  if no
          quotations  are  available  for  a  particular  Transaction  (or  Swap
          Transaction), then the Valuation Agent's original calculations will be
          used for that Transaction (or Swap Transaction); and

          (C)  utilizing   the   procedures   specified   in  Paragraph  13  for
          calculating the Value, if disputed, of Posted Credit Support.

     (ii) In the  case of a  dispute  involving  the  Value of any  Transfer  of
     Eligible  Credit Support or Posted Credit Support the Valuation  Agent will
     recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation  pursuant to this Paragraph,  the Valuation Agent will
notify each party (or the other party,  if the  Valuation  Agent is a party) not
later  than the  Notification  Time on the  Local  Business  Day  following  the
Resolution  Time. The appropriate  party will, upon demand following that notice
by the  Valuation  Agent or a  resolution  pursuant  to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

PARAGRAPH 6. HOLDING AND USING POSTED COLLATERAL

(a) CARE OF POSTED COLLATERAL. Without limiting the Secured Party's rights under
Paragraph  6(c), the Secured Party will exercise  reasonable  care to assure the
safe custody of all Posted  Collateral to the extent required by applicable law,
and in any event the Secured Party will be deemed to have  exercised  reasonable
care if it exercises at least the same degree of care as it would  exercise with
respect to its own property.  Except as specified in the preceding sentence, the
Secured  Party will have no duty with respect to Posted  Collateral,  including,
without  limitation,  any duty to  collect  any  Distributions,  or  enforce  or
preserve any rights pertaining thereto.


                                       3
<PAGE>



(b)  ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

     (i)  GENERAL.  Subject to the  satisfaction of any conditions  specified in
     Paragraph  13 for holding  Posted  Collateral,  the  Secured  Party will be
     entitled to hold Posted  Collateral or to appoint an agent (a  "Custodian")
     to hold Posted Collateral for the Secured Party. Upon notice by the Secured
     Party to the  Pledgor of the  appointment  of a  Custodian,  the  Pledgor's
     obligations  to make any Transfer will be discharged by making the Transfer
     to that Custodian.  The holding of Posted Collateral by a Custodian will be
     deemed to be the holding of that Posted Collateral by the Secured Party for
     which the Custodian is acting.

     (ii) FAILURE TO SATISFY  CONDITIONS.  If the Secured Party or its Custodian
     fails to satisfy  conditions  for holding  Posted  Collateral,  then upon a
     demand made by the  Pledgor,  the Secured  Party will,  not later than five
     Local  Business  Days after the demand,  Transfer or cause its Custodian to
     Transfer all Posted  Collateral  held by it to a Custodian  that  satisfies
     those conditions or to the Secured Party if it satisfies those conditions.

     (iii) LIABILITY. The Secured Party will be liable for the acts or omissions
     of its  Custodian to the same extent that the Secured Party would be liable
     hereunder for its own acts or omissions.

(c)  USE OF POSTED  COLLATERAL.  Unless otherwise  specified in Paragraph 13 and
without  limiting the rights and obligations of the parties under  Paragraphs 3,
4(d)(ii),  5, 6(d) and 8, if the Secured  Party is not a Defaulting  Party or an
Affected  Party with respect to a Specified  Condition and no Early  Termination
Date has  occurred  or been  designated  as the result of an Event of Default or
Specified  Condition with respect to the Secured  Party,  then the Secured Party
will,  notwithstanding  Section 9-207 of the New York Uniform  Commercial  Code,
have the right to:

     (i)  sell,  pledge,  rehypothecate,   assign,  invest,  use,  commingle  or
     otherwise  dispose  of,  or  otherwise  use  in  its  business  any  Posted
     Collateral it holds,  free from any claim or right of any nature whatsoever
     of the Pledgor, including any equity or right of redemption by the Pledgor;
     and

     (ii) register any Posted  Collateral in the name of the Secured Party,  its
     Custodian or a nominee for either.

For purposes of the  obligation to Transfer  Eligible  Credit  Support or Posted
Credit  Support  pursuant  to  Paragraphs  3 and 5 and any  rights  or  remedies
authorized under this Agreement, the Secured Party will be deemed to continue to
hold all Posted Collateral and to receive Distributions made thereon, regardless
of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

(d)  DISTRIBUTIONS AND INTEREST AMOUNT.

     (i)  DISTRIBUTIONS.  Subject  to  Paragraph  4(a),  if  the  Secured  Party
     receives or is deemed to receive  Distributions on a Local Business Day, it
     will  Transfer to the Pledgor not later than the following  Local  Business
     Day any  Distributions  it  receives  or is deemed to receive to the extent
     that a Delivery  Amount would not be created or increased by that Transfer,
     as calculated by the Valuation  Agent (and the date of calculation  will be
     deemed to be a Valuation Date for this purpose).

     (ii) INTEREST  AMOUNT.  Unless  otherwise  specified  in  Paragraph  13 and
     subject to  Paragraph  4(a),  in lieu of any  interest,  dividends or other
     amounts paid or deemed to have been paid with respect to Posted  Collateral
     in the form of Cash (all of which may be retained  by the  Secured  Party),
     the Secured  Party will  Transfer to the Pledgor at the times  specified in
     Paragraph 13 the Interest Amount to the extent that a Delivery Amount would
     not be  created  or  increased  by  that  Transfer,  as  calculated  by the
     Valuation  Agent  (and  the  date of  calculation  will be  deemed  to be a
     Valuation Date for this purpose).  The Interest  Amount or portion  thereof
     not  Transferred   pursuant  to  this  Paragraph  will  constitute   Posted
     Collateral in the form of Cash and will be subject to the security interest
     granted under Paragraph 2.

PARAGRAPH 7. EVENTS OF DEFAULT

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:

     (i)  that party fails (or fails to cause its Custodian) to make,  when due,
     any  Transfer of Eligible  Collateral,  Posted  Collateral  or the Interest
     Amount, as applicable, required to be made by it and that failure continues
     for two Local  Business  Days after notice of that failure is given to that
     party;


                                       4
<PAGE>



     (ii) that  party  fails to  comply  with  any  restriction  or  prohibition
     specified  in this Annex with  respect  to any of the rights  specified  in
     Paragraph  6(c) and that failure  continues  for five Local  Business  Days
     after notice of that failure is given to that party; or

     (iii) that  party  fails  to  comply  with  or  perform  any  agreement  or
     obligation other than those specified in Paragraphs 7(i) and 7(ii) and that
     failure continues for 30 days after notice of that failure is given to that
     party.

PARAGRAPH 8. CERTAIN RIGHTS AND REMEDIES

(a)  SECURED PARTY'S RIGHTS AND REMEDIES. If at any time (1) an Event of Default
or  Specified  Condition  with  respect  to  the  Pledgor  has  occurred  and is
continuing or (2) an Early  Termination  Date has occurred or been designated as
the result of an Event of Default or  Specified  Condition  with  respect to the
Pledgor,  then,  unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights
and remedies:

     (i)  all rights and remedies  available to a secured party under applicable
     law with respect to Posted Collateral held by the Secured Party;

     (ii) any other rights and remedies available to the Secured Party under the
     terms of Other Posted Support, if any;

     (iii) the right to Set-off any amounts  payable by the Pledgor with respect
     to any Obligations  against any Posted Collateral or the Cash equivalent of
     any Posted  Collateral  held by the Secured Party (or any obligation of the
     Secured Party to Transfer that Posted Collateral); and

     (iv) the right to liquidate any Posted Collateral held by the Secured Party
     through one or more public or private sales or other dispositions with such
     notice,  if any, as may be required  under  applicable  law,  free from any
     claim or right of any  nature  whatsoever  of the  Pledgor,  including  any
     equity or right of redemption by the Pledgor (with the Secured Party having
     the right to purchase any or all of the Posted  Collateral  to be sold) and
     to apply the proceeds (or the Cash equivalent thereof) from the liquidation
     of the Posted Collateral to any amounts payable by the Pledgor with respect
     to any Obligations in that order as the Secured Party may elect.

Each  party  acknowledges  and  agrees  that  Posted  Collateral  in the form of
securities may decline  speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted  Collateral by the Secured  Party,  except any notice
that is required under applicable law and cannot be waived.

(b)  PLEDGOR'S RIGHTS AND REMEDIES. If at any time an Early Termination Date has
occurred or been  designated  as the result of an Event of Default or  Specified
Condition  with  respect to the Secured  Party,  then  (except in the case of an
Early  Termination  Date  relating  to  less  than  all  Transactions  (or  Swap
Transactions)  where the Secured  Party has paid in full all of its  obligations
that are then due under Section 6(e) of this Agreement):

     (i)  the  Pledgor  may  exercise  all rights and  remedies  available  to a
     Pledgor under applicable law with respect to Posted  Collateral held by the
     Secured Party;

     (ii) the Pledgor may exercise  any other  rights and remedies  available to
     the Pledgor under the terms of Other Posted Support, if any;

     (iii) the Secured  Party will be  obligated  immediately  to  Transfer  all
     Posted Collateral and the Interest Amount to the Pledgor; and

     (iv) to the extent that Posted  Collateral or the Interest Amount is not so
     Transferred pursuant to (iii) above, the Pledgor may:

          (A)  Set-off any amounts  payable by the Pledgor  with  respect to any
          Obligations  against any Posted  Collateral or the Cash  equivalent of
          any Posted  Collateral held by the Secured Party (or any obligation of
          the Secured Party to Transfer that Posted Collateral); and

          (B)  to the extent that the Pledgor  does not  Set-off  under  (iv)(A)
          above,  withhold  payment  of any  remaining  amounts  payable  by the
          Pledgor  with  respect  to any  Obligations,  up to the  Value  of any
          remaining  Posted  Collateral  held by the Secured  Party,  until that
          Posted Collateral is Transferred to the Pledgor.


                                       5
<PAGE>



(c)  DEFICIENCIES  AND EXCESS  PROCEEDS.  The Secured Party will Transfer to the
Pledgor any proceeds and Posted  Credit  Support  remaining  after  liquidation,
Set-off and/or  application under Paragraphs 8(a) and 8(b) after satisfaction in
full of all amounts payable by the Pledgor with respect to any Obligations;  the
Pledgor in all events will remain liable for any amounts  remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)  FINAL RETURNS.  When no amounts are or thereafter may become payable by the
Pledgor  with respect to any  Obligations  (except for any  potential  liability
under  Section 2(d) of this  Agreement),  the Secured Party will Transfer to the
Pledgor all Posted Credit Support and the Interest Amount, if any.

PARAGRAPH 9. REPRESENTATIONS

Each party represents to the other party (which representation will be deemed to
be  repeated  as of each date on which it, as the  Pledgor,  Transfers  Eligible
Collateral) that:

     (i)  it has the  power  to  grant a  security  interest  in and lien on any
     Eligible Collateral it Transfers as the Pledgor and has taken all necessary
     actions to authorize the granting of that security interest and lien;

     (ii) it is the sole owner of or  otherwise  has the right to  Transfer  all
     Eligible  Collateral it Transfers to the Secured Party hereunder,  free and
     clear of any security  interest,  lien,  encumbrance or other  restrictions
     other than the security interest and lien granted under Paragraph 2;

     (iii) upon the Transfer of any  Eligible  Collateral  to the Secured  Party
     under the terms of this  Annex,  the  Secured  Party  will have a valid and
     perfected  first  priority  security  interest  therein  (assuming that any
     central clearing corporation or any third-party  financial  intermediary or
     other entity not within the control of the Pledgor involved in the Transfer
     of that Eligible Collateral gives the notices and takes the action required
     of it under applicable law for perfection of that interest); and

     (iv) the  performance  by it of its  obligations  under this Annex will not
     result in the creation of any security interest,  lien or other encumbrance
     on any Posted  Collateral other than the security interest and lien granted
     under Paragraph 2.

PARAGRAPH 10. EXPENSES

(a)  GENERAL.  Except as otherwise  provided in Paragraphs 10(b) and 10(c), each
party will pay its own costs and  expenses in  connection  with  performing  its
obligations  under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

(b)  POSTED  CREDIT  SUPPORT.  The Pledgor will promptly pay when due all taxes,
assessments  or charges of any nature  that are imposed  with  respect to Posted
Credit  support  held by the  Secured  Party  upon  becoming  aware of the same,
regardless of whether any portion of that Posted Credit Support is  subsequently
disposed  of under  Paragraph  6(c),  except for those  taxes,  assessments  and
charges  that result  from the  exercise of the  Secured  Party's  rights  under
Paragraph 6(c).

(c)  LIQUIDATION/APPLICATION  OF POSTED CREDIT SUPPORT. All reasonable costs and
expenses  incurred  by or on  behalf  of the  Secured  Party or the  Pledgor  in
connection with the liquidation  and/or application of any Posted Credit Support
under  Paragraph  8 will be  payable,  on demand and  pursuant  to the  Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

PARAGRAPH 11. MISCELLANEOUS

(a)  DEFAULT  INTEREST.  A Secured  Party  that  fails to make,  when  due,  any
Transfer of Posted  Collateral or the Interest Amount will be obliged to pay the
Pledgor  (to the  extent  permitted  under  applicable  law) an amount  equal to
interest at the Default  Rate  multiplied  by the Value of the items of property
that were required to be  Transferred,  from (and  including)  the date that the
Posted  Collateral  or Interest  Amount was required to be  Transferred  to (but
excluding)  the date of Transfer of that Posted  Collateral or Interest  Amount.
This  interest  will be  calculated  on the basis of daily  compounding  and the
actual number of days elapsed.

(b)  FURTHER ASSURANCES.  Promptly following a demand made by a party, the other
party will execute,  deliver, file and record any financing statement,  specific
assignment or other  document and take any other action that may be necessary or
desirable and reasonably requested by that party to create, preserve, perfect or
validate any security interest or lien granted under Paragraph 2, to enable that


                                       6
<PAGE>



party to exercise or enforce its rights  under this Annex with respect to Posted
Credit  Support or an  Interest  Amount or to effect or  document a release of a
security interest on Posted Collateral or an Interest Amount.

(c)  FURTHER  PROTECTION.  The Pledgor will  promptly give notice to the Secured
Party of, and defend against, any suit, action, proceeding or lien that involves
Posted Credit Support  Transferred by the Pledgor or that could adversely affect
the  security  interest  and lien  granted by it under  Paragraph 2, unless that
suit,  action,  proceeding  or lien  results  from the  exercise  of the Secured
Party's rights under Paragraph 6(c).

(d)  GOOD  FAITH  AND  COMMERCIALLY   REASONABLE  MANNER.   Performance  of  all
obligations under this Annex,  including,  but not limited to, all calculations,
valuations and  determinations  made by either party, will be made in good faith
and in a commercially reasonable manner.

(e)  DEMANDS AND  NOTICES.  All demands and notices  given by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f)  SPECIFICATIONS  OF CERTAIN MATTERS.  Anything  referred to in this Annex as
being  specified  in  Paragraph  13  also  may  be  specified  in  one  or  more
Confirmations or other documents and this Annex will be construed accordingly.

PARAGRAPH 12. DEFINITIONS

As used in this Annex:--

"CASH" means the lawful currency of the United States of America.

"CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.

"CUSTODIAN" has the meaning specified in Paragraphs 6(b)(i) and 13.

"DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).

"DISPUTING PARTY" has the meaning specified in Paragraph 5.

"DISTRIBUTIONS"  means,  with respect to Posted  Collateral other than Cash, all
principal,  interest  and  other  payments  and  distributions  of cash or other
property  with  respect  thereto,  regardless  of whether the Secured  Party has
disposed of that Posted Collateral under Paragraph 6(c).  Distributions will not
include any item of property  acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the  form of  Cash,  any  distributions  on that  collateral,  unless  otherwise
specified herein.

"ELIGIBLE  COLLATERAL"  means,  with  respect  to a party,  the  items,  if any,
specified as such for that party in Paragraph 13.

"ELIGIBLE CREDIT SUPPORT" means Eligible Collateral and Other Eligible Support.

"EXPOSURE"  means for any  Valuation  Date or other date for which  Exposure  is
calculated and subject to Paragraph 5 in the case of a dispute,  the amount,  if
any,  that would be payable  to a party that is the  Secured  Party by the other
party  (expressed as a positive  number) or by a party that is the Secured Party
to the  other  party  (expressed  as a  negative  number)  pursuant  to  Section
6(e)(ii)(2)(A)  of this Agreement as if all Transactions (or Swap  Transactions)
were being  terminated as of the relevant  Valuation Time;  PROVIDED that Market
Quotation  will be  determined  by the  Valuation  Agent using its  estimates at
mid-market of the amounts that would be paid for  Replacement  Transactions  (as
that term is defined in the definition of "Market Quotation").

"INDEPENDENT  AMOUNT" means, with respect to party, the amount specified as such
for that party in Paragraph 13; if no amount is specified, zero.

"INTEREST AMOUNT" means,  with respect to an Interest Period,  the aggregate sum
of the amounts of interest  calculated  for each day in that Interest  Period on
the  principal  amount  of  Posted  Collateral  in the form of Cash  held by the
Secured Party on that day,  determined by the Secured Party for each such day as
follows:

     (x)  the amount of Cash on that day; multiplied by


                                       7
<PAGE>



     (y)  the Interest Rate in effect for that day; divided by

     (z)  360.

"INTEREST  PERIOD" means the period from (and including) the last Local Business
Day on which an Interest Amount was  Transferred  (or, if no Interest Amount has
yet been  Transferred,  the Local Business Day on which Posted Collateral in the
form of Cash was  Transferred  to or  received  by the  Secured  Party)  to (but
excluding) the Local Business Day on which the current  Interest Amount is to be
Transferred.

"INTEREST RATE" means the rate specified in Paragraph 13.

"LOCAL  BUSINESS  DAY," unless  otherwise  specified  in  Paragraph  13, has the
meaning  specified in the  Definitions  Section of this  Agreement,  except that
references  to a  payment  in clause  (b)  thereof  will be deemed to  include a
Transfer under this Annex.

"MINIMUM  TRANSFER AMOUNT" means,  with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"NOTIFICATION TIME" has the meaning specified in Paragraph 13.

"OBLIGATIONS" means, with respect to a party, all present and future obligations
of that party under this Agreement and any additional  obligations specified for
that party in Paragraph 13.

"OTHER  ELIGIBLE  SUPPORT"  means,  with respect to a party,  the items, if any,
specified as such for that party in Paragraph 13.

"OTHER POSTED  SUPPORT"  means all Other  Eligible  Support  Transferred  to the
Secured Party that remains in effect for the benefit of that Secured Party.

"PLEDGOR"  means either  party,  when that party (i) receives a demand for or is
required to Transfer  Eligible  Credit Support under  Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

"POSTED   COLLATERAL"   means   all   Eligible   Collateral,   other   property,
Distributions,  and all  proceeds  thereof  that  have  been  Transferred  to or
received  by the  Secured  Party  under  this Annex and not  Transferred  to the
Pledgor  pursuant  to  Paragraph  3(b),  4(d)(ii)  or 6(d)(i) or released by the
Secured  Party under  Paragraph  8. Any Interest  Amount or portion  thereof not
Transferred  pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"POSTED CREDIT SUPPORT" means Posted Collateral and Other Posted Support.

"RECALCULATION  DATE"  means the  Valuation  Date that gives rise to the dispute
under Paragraph 5; PROVIDED, however, that if a subsequent Valuation Date occurs
under   Paragraph  3  prior  to  the   resolution  of  the  dispute,   then  the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"RESOLUTION TIME" has the meaning specified in Paragraph 13.

"RETURN AMOUNT" has the meaning specified in Paragraph 3(b).

"SECURED PARTY" means either party, when that party (i) makes a demand for or is
entitled to receive  Eligible  Credit Support under Paragraph 3(a) or (ii) holds
or is deemed to hold Posted Credit Support.

"SPECIFIED  CONDITION"  means,  with respect to a party,  any event specified as
such for that party in Paragraph 13.

"SUBSTITUTE CREDIT SUPPORT" has the meaning specified in Paragraph 4(d)(i).

"SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).

"THRESHOLD"  means,  with respect to a party,  the amount  specified as such for
that party in Paragraph 13; if no amount is specified, zero.


                                       8
<PAGE>



"TRANSFER"  means,  with respect to any Eligible Credit  Support,  Posted Credit
Support or Interest  Amount,  and in  accordance  with the  instructions  of the
Secured Party, Pledgor or Custodian, as applicable:

     (i)  in the case of Cash,  payment or delivery by wire transfer into one or
     more bank accounts specified by the recipient;

     (ii) in the  case  of  certificated  securities  that  cannot  be  paid  or
     delivered by book-entry,  payment or delivery in appropriate  physical form
     to  the  recipient  or  its  account   accompanied  by  any  duly  executed
     instruments of transfer,  assignments in blank, transfer tax stamps and any
     other  documents  necessary to constitute a legally  valid  transfer to the
     recipient;

     (iii) in  the  case  of  securities  that  can  be  paid  or  delivered  in
     book-entry,  the giving of written  instruments to the relevant  depository
     institution  or other entity  specified by the  recipient,  together with a
     written  copy  thereof to the  recipient,  sufficient  if complied  with to
     result in a legally  effective  transfer  of the  relevant  interest to the
     recipient; and

     (iv) in the case of Other  Eligible  Support or Other  Posted  Support,  as
     specified in Paragraph 13.

"VALUATION AGENT" has the meaning specified in Paragraph 13.

"VALUATION DATE" means each date specified in or otherwise  determined  pursuant
to Paragraph 13.

"VALUATION  PERCENTAGE"  means,  for  any  item  of  Eligible  Collateral,   the
percentage specified in Paragraph 13.

"VALUATION TIME" has the meaning specified in Paragraph 13.

"VALUE"  means  for  any  Valuation  Date or  other  date  for  which  Value  is
calculated,  and subject to  Paragraph 5 in the case of a dispute,  with respect
to:

     (i)  Eligible Collateral or Posted Collateral that is:

          (A)  Cash, the amount thereof; and

          (B)  a  security,  the  bid  price  obtained  by the  Valuation  Agent
          multiplied by the applicable Valuation Percentage, if any;

     (ii) Posted  Collateral  that  consists of items that are not  specified as
          Eligible Collateral, zero; and

     (iii) Other  Eligible  Support and Other  Posted  Support,  as specified in
           Paragraph 13.


                                       9
<PAGE>



CENTERBROOK FINANCIAL LLC,                   CHARTER MAC ORIGINATION TRUST I,
a Delaware limited liability company         a Delaware statutory trust

By: CENTERBROOK HOLDINGS LLC,                By: CHARTERMAC CAPITAL LLC,
    its managing member                          its Manager

    By: /S/ JAMES SPOUND                         By:  /S/ ROBERT LEVY
        ----------------                              ---------------
    Name:  James D. Spound                       Name:  Robert L. Levy
    Title:   President                           Title:    Senior Vice President


<PAGE>


                  PARAGRAPH 13 OF THE ISDA CREDIT SUPPORT ANNEX

PARAGRAPH 13. ELECTIONS AND VARIABLES

          (a) SECURITY  INTEREST FOR  "OBLIGATIONS."  The term  "OBLIGATIONS" as
     used in this Annex  includes  the  following  additional  obligations:  Not
     Applicable.

          (b) Credit Support Obligations.

               (i) Delivery Amount, Return Amount and Credit Support Amount.

                    (A) "DELIVERY AMOUNT": Not applicable.

                    (B) "RETURN AMOUNT": Not applicable.

                    (C)  "CREDIT  SUPPORT  AMOUNT":  means the  bonds  listed on
               Schedule I hereto and any bonds substituted  therefor pursuant to
               Paragraph 13(e).

                    (D) "EXPOSURE": Not applicable

               (ii) ELIGIBLE  Collateral:  The bonds listed on Schedule I hereto
          and any  Multi-Family  Revenue  Bonds  (as  defined  in the  Operating
          Agreement of Party B) that satisfy at the time of substitution thereof
          the  applicable  Eligibility  Criteria  (as defined in said  Operating
          Agreement)  (collectively,  "Bonds")  substituted therefor pursuant to
          Paragraph 13(e) and cash.

               (iii) OTHER ELIGIBLE SUPPORT.  "OTHER ELIGIBLE SUPPORT" shall not
          apply to Party B and Party A.

               (iv) Thresholds: Not applicable.

          (c) Valuation and Timing: Not applicable.

          (d) Conditions Precedent and Secured Party's Rights and Remedies.  The
     following  Termination Event(s) will be a "Specified Condition" for Party A
     and Party B:

              Illegality                          [X]

          (e) Substitution.  Notwithstanding  any other provision of this Credit
     Support Annex,  Party A may substitute  Bonds at any time provided that the
     requirements of Paragraph 13(m)(iv) shall have been met.

          (f) Dispute Resolution: Not applicable.

          (g) Holding and Using Posted Collateral.

               (i) ELIGIBILITY TO HOLD POSTED  COLLATERAL;  CUSTODIANS.  Party B
          and its Custodian will be entitled to hold Posted Collateral  pursuant
          to Paragraph 6(b).

Custodian:  The Custodian is Party B, Deutsche Bank National  Trust Company or a
bank or trust company located in the State of New York having total assets of at
least $10,000,000,000.

               (ii) USE OF POSTED  COLLATERAL.  The provisions of Paragraph 6(c)
          will not apply to Party B with respect to Posted Collateral.

          (h) Interest Amount: Not Applicable

               (i) Alternative to Interest Amount. Not Applicable.


                                       2
<PAGE>



          (i) Additional Representation(s). Not Applicable.

          (j)  Distributions:  Section  6(d)(i) is amended  and  restated in its
     entirety as follows: "Subject to Paragraph 4(a), all Distributions shall be
     deposited  into a  separate  account  at  the  Custodian  (the  "Collateral
     Distribution Account") in the name of Party A that will be pledged to Party
     B. Party B will direct the Transfer of  Distributions  to Party A not later
     than the Local  Business Day  following the Floating Rate Payer Amount Date
     (as defined in Confirmation No. 001) that  immediately  follows the date on
     which such  Distributions  are deposited into the Collateral  Distributions
     Account;  provided that,  prior to the Transfer of any  Distributions,  the
     Minimum Capital Requirement (as defined in the Operating Agreement of Party
     B) is met, after giving effect to any such  Transfer,  as determined by the
     Capital Model (as defined in the Operating Agreement of Party B).

          (k) DEMANDS AND NOTICES. All demands, specifications and notices under
     this Annex will be made pursuant to the Notices  Section of this Agreement,
     unless otherwise specified here:

     Party B:                              Same as Notices Section

     Party A:                              Same as Notices Section

          (l) Addresses for Transfers. To be advised.

          (m) Other Provisions.

               (i) AGREEMENT AS TO SINGLE SECURED PARTY AND PLEDGOR. Party B and
          Party A agree that,  notwithstanding  anything to the  contrary in the
          recital  to  this  Annex,  Paragraph  (1)(b)  or  Paragraph  2 or  the
          definitions  in Paragraph 12, (A) the term "Secured  Party" as used in
          this Annex means only Party B, (B) the term  "Pledgor" as used in this
          Annex  means  only  Party A, and (C) only Party A makes the pledge and
          grant in  Paragraph  2, the  acknowledgment  in the final  sentence of
          Paragraph  8(a) and the  representations  in  Paragraph 9. Party B and
          Party A further agree that,  notwithstanding  anything to the contrary
          in the  recital  to this  Annex or  Paragraph  7, this  Annex  will be
          considered a Credit Support Document only with respect to Party A.

               (ii) The  definition of "POSTED  COLLATERAL"  in this Annex shall
          also include any and all accounts in which Cash Collateral is held.

               (iii) "INDEPENDENT AMOUNT": Not applicable.

               (iv)  Release  of Posted  Collateral.  Notwithstanding  any other
          provision  of this Credit  Support  Annex,  Bonds and any other Posted
          Collateral  shall only be released  to Party A if the Minimum  Capital
          Requirement (as defined in the Operating  Agreement of Party B) is met
          after given  effect to any such release as  determined  by the Capital
          Model (as defined in said Operating Agreement).  The timing and manner
          of any such release (including without limitation any notices relating
          thereto) shall be mutually agreed between Party A and Party B.

               (v) The definition of  "Distributions" is amended by deleting the
          phrase  "other than Cash" in line 1 thereof and by deleting the second
          sentence thereof in its entirety.

     SECTION 2. COUNTERPARTS.

     This Amendment may be signed in any number of counterpart  copies,  but all
such copies shall constitute one and the same instrument.

     SECTION 3. REPRESENTATIONS.

     Each party  hereto  hereby  represents  and warrants to the other that this
Amendment has been duly authorized and validly  executed by it and that the Swap
Agreement  as hereby  amended  constitutes  a valid  obligation  enforceable  in
accordance with its terms.


                                        3
<PAGE>



        [Signature page to Paragraph 13 of the ISDA Credit Support Annex]



         Please confirm your agreement to be bound by the terms of the foregoing
by executing the copy of this Credit Support Annex enclosed for that purpose and
returning it to us.

                                     Very truly yours,

                                     CHARTER MAC ORIGINATION TRUST I

                                     By:      CHARTERMAC CAPITAL LLC,
                                              its Manager


                                              By: /S/ ROBERT LEVY
                                                  ---------------
                                              Name:  Robert L. Levy
                                              Title: Senior Vice President


                                     CENTERBROOK FINANCIAL LLC, as Secured Party

                                     By:      CENTERBROOK HOLDINGS LLC,
                                              its managing member


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


<PAGE>


              ISDA Master Swap Agreement/Centerbrook Financial LLC
                                   SCHEDULE I
                TO PARAGRAPH 13 OF THE ISDA CREDIT SUPPORT ANNEX

     McKinney Housing Finance Corporation Multifamily Housing Revenue Bonds
              (Cedar Creek Village Apartments Project) Series 1986

                Pulaski County, Arkansas Public Facilities Board
                       Multifamily Housing Revenue Bonds
                (Chapel Ridge of Little Rock Project) Series 1999

    Arkansas Development Finance Authority Multifamily Housing Revenue Bonds
                (Chapel Ridge of Texarkana Project) Series 1999G

    Housing Authority of the County of Wake Multifamily Housing Revenue Bonds
                  (Forest Hills Apartments Project) Series 1998

      Mercer County Improvement Authority Multifamily Housing Revenue Bonds
                (Hamilton Garden Apartments Project) Series 1999

             Allen County, Indiana Multifamily Housing Revenue Bonds
               (Inverness Centre Apartments Project) Series 2002A

                Housing Authority of the City of Athens, Georgia
                        Multifamily Housing Revenue Bonds
                    (Oak Hill Apartments Project) Series 2002

      Austin Housing Finance Corporation Multifamily Housing Revenue Bonds
                    (Arbors at Creekside Project) Series 2001

  District of Columbia Housing Finance Agency Multifamily Housing Revenue Bonds
                 (Barnaby Manor Apartments Project) Series 1999

                 The Southeast Texas Housing Finance Corporation
                       Multifamily Housing Revenue Bonds
                       (Bay Colony Apartments) Series 2000

  The Industrial Development Board of the Metropolitan Government of Nashville
        and Davidson County Multifamily Housing Revenue Refunding Bonds
                       (Cedar Pointe Project) Series 1987

             California Statewide Communities Development Authority
                       Multifamily Housing Revenue Bonds
                   (Riviera Apartments Project) Series 1999RR

   Capital Area Housing Finance Corporation Multifamily Housing Revenue Bonds
                   (San Marcos Apartments Project) Series 2000

      Austin Housing Finance Corporation Multifamily Housing Revenue Bonds
                (Southwest Trails Apartments Project) Series 2000

              Housing Finance Authority of Broward County, Florida
                       Multifamily Housing Revenue Bonds
                   (Summerlake Apartments Project) Series 2000

  The Health, Educational and Housing Facilities Board of the County of Sumner,
                  Tennessee Multifamily Housing Revenue Bonds
                     (Chapel Ridge of Gallatin) Series 2004A

    Arkansas Development Finance Authority Multifamily Housing Revenue Bonds
                 (Chapel Ridge of Sherwood Project) Series 2004A

       Delaware State Housing Authority Multifamily Housing Revenue Bonds
                (Little Creek Apartments Development) Series 2005


<PAGE>

    Missouri Housing Development Commission Multifamily Housing Revenue Bonds
                   (Chapel Ridge of St. Joseph) 2005 Series II

    Missouri Housing Development Commission Multifamily Housing Revenue Bonds
                     (Chapel Ridge of Union) 2005 Series III

      Housing Authority of Clayton County Multifamily Housing Revenue Bonds
                   (Brookside Apartments Project) Series 2005

                Housing Authority of the City of Augusta, Georgia
                       Multifamily Housing Revenue Bonds
                 (Maxwell House Apartments Project) Series 2005

        City of Poplar Hills, Kentucky Multifamily Housing Revenue Bonds
             (Millwood and Woodsmill Apartments Project) Series 2004

               ABAG Finance Authority for Non Profit Corporations
                       Multifamily Housing Revenue Bonds
                          (Yuba Gardens) 2005 Series A

               ABAG Finance Authority for Non Profit Corporations
                       Multifamily Housing Revenue Bonds
                          (Yuba Gardens) 2005 Series B

    Missouri Housing Development Commission Multifamily Housing Revenue Bonds
            (Chapel Ridge of Blue Springs Apartments) 2005 Series IV