Exhibit 10(ai)



                    NINTH AMENDED AND RESTATED LOAN AGREEMENT

     THIS NINTH AMENDED AND RESTATED  LOAN  AGREEMENT is entered into as of this
28th day of October,  2005, among Bank of America,  N.A. (successor by merger to
Fleet National Bank) ("BofA"),  Citicorp USA, Inc.  ("Citicorp"),  Merrill Lynch
Community  Development Company,  LLC ("Merrill Lynch"),  HSBC Bank USA, National
Association ("HSBC"), Comerica Bank ("Comerica"),  BofA as agent for the "Banks"
(defined below) (in such capacity, the "Agent"),  Banc of America Securities LLC
as sole lead arranger, RCC Credit Facility, L.L.C., a Delaware limited liability
company ("Borrower"),  Related Capital Company LLC, a Delaware limited liability
company,  ("RCC"),   CharterMac,  a  Delaware  statutory  trust  ("CharterMac"),
CharterMac   Capital  Company,   LLC,  a  Delaware  limited   liability  company
("CharterMac Capital") and Charter Mac Corporation,  a Delaware corporation ("CM
Corp.",  and,  collectively  with RCC,  CharterMac and CharterMac  Capital,  the
"Guarantors"), to amend and restate for the ninth time the terms of that certain
Loan Agreement  dated as of August 23, 1996 among BofA's  predecessor by merger,
BankBoston,  N.A., Wells Fargo Bank, National Association, the Borrower, RCC and
RCC's former affiliate, The Related Companies L.P. (as amended and restated from
time to time prior to the date hereof, the "Original Agreement").

                                    RECITALS

     Reference is made to the following  facts that constitute the background of
this Agreement:

     A.   BofA has provided the Borrower with a revolving  line of credit on the
terms and conditions set forth in the Original Agreement,  which is hereby being
amended and restated.

     B.   The Guarantors and the Borrower have requested, among other things, to
renew the credit  accommodations and the revolving line of credit made available
to the Borrower pursuant to the terms of the Original Agreement.

     C.   In response to such requests, the Banks are willing to again amend and
restate the Original Agreement and to renew such credit  accommodations upon the
terms and  conditions  set forth  herein,  it being the intention of the parties
that such  amendment  and  restatement  shall not  constitute  a novation of the
obligations under the Original Agreement.

     D.   The  Borrower  shall  have  no  assets  other  than  those  explicitly
permitted by this  Agreement and shall engage in no business other than to serve
as a conduit for funds  advanced  under and in repayment of the "Line of Credit"
and the "RCC Funds" (defined below),  and to make certain capital  contributions
or loans of the funds advanced under the Line of Credit and the RCC Funds, which
funds  shall be used by the  Borrower  only in the manner  provided  for in this
Agreement.  Furthermore,  each of the Borrower and the  Guarantors  acknowledges
that, in entering into the transactions  contemplated  hereby, each of the Banks
continues to rely on each Guarantor's separate and distinct corporate existences
and separate and distinct  operations in different lines of business and markets
and, accordingly, the separate credit of each Guarantor.

     E.   The  Borrower  holds or intends to hold  initially  all of the limited
partnership interests or membership interests,  as the case may be, constituting
a  ninety-nine  percent  (99%)  partnership  or  membership  interest or, at the
Borrower's  election,  such greater interest as permitted in applicable Internal
Revenue  Service  regulations  (generically  referred to as the  "Investment  LP
Interests"),  in  various  investment  funds set up as limited  partnerships  or
limited  liability  companies   (generically  referred  to  as  the  "Investment
Partnerships").  The sole general partnership interest or sole managing member's
interest, as the case may be, in each Investment Partnership, constituting a one
percent  (1%)  partnership  interest or  membership  interest or, at the General
Partner's  election,  such lesser  interest as permitted in applicable  Internal
Revenue Service regulations, is to be held by a corporation, limited partnership
or limited  liability  company  wholly-owned by GP Holdings  (defined below) and
managed  by RCC  Manager  LLC (each a "General  Partner"  and  collectively  the
"General  Partners").  Each  Investment  Partnership  shall be a  single-purpose
entity  which  shall have no assets and engage in no  business  other than those
necessary to the Investment  Partnership's business as set forth in its Approved
Prospectus  (defined  below).  Each General  Partner  shall be a  single-purpose


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entity and shall have no assets and engage in no  business  other than to act as
General Partner of a single Investment Partnership.

     F.   The  Borrower   intends,   from  time  to  time,  to  provide  capital
contributions ("Capital  Contributions") to Investment Partnerships.  Investment
Partnerships  which receive  Capital  Contributions  shall utilize such funds to
acquire limited partnership interests or membership  interests,  as the case may
be,  constituting a minimum of a ninety percent (90%)  partnership or membership
interest,  or such lesser interest as the Banks may agree in their  unrestricted
discretion  in response to a specific  request  from time to time,  (generically
referred to as the "Property LP Interests"),  in various  limited  partnerships,
limited  liability   partnerships  or  limited  liability   companies  taxed  as
partnerships  (generically  referred to as the  "Property  Partnerships").  Each
Property Partnership is to develop and own developments (each, a "Project") that
are intended to qualify for Tax Credits  and, in some cases,  state tax credits,
including tax credits under Sections 12206,  17058 and 23610.5 of the California
Revenue and  Taxation  Code or Combined  Tax  Credits.  In  addition,  a special
limited  partnership  interest in each of the  Property  Partnerships  receiving
Equity  Payments (as defined below) with the proceeds of Capital  Contributions,
constituting a one-hundredth of one percent (0.01%) interest,  is to be held and
controlled by a  wholly-owned  Subsidiary of the Investment  Partnership  making
such Equity Payments (such  Subsidiary,  in such capacity,  the "Special Limited
Partner").  Each  Investment  Partnership  shall be associated  with one Special
Limited Partner which shall serve as the Special Limited Partner for each of the
Property Partnerships in which such Investment Partnership invests. Each Special
Limited Partner shall have no assets and engage in no business other than to act
as Special Limited Partner for all of the Property Partnerships  associated with
a particular Investment Partnership.

     G.   The Investment Partnerships which receive Capital Contributions are to
acquire the  Property LP  Interests  pursuant  to  arrangements  that permit the
Investment  Partnerships  to make their  equity  contributions  to the  Property
Partnerships  in several  installment  payments.  The  proceeds  of the  Capital
Contributions  to each  Investment  Partnership  are solely  intended to provide
funds  for  such  Investment  Partnership  to make a  portion  of such  required
installment  payments  to acquire  the  Property LP  Interests  in a  particular
Property Partnership.  Each payment made to acquire Property LP Interests funded
in part with Capital  Contributions  or with Direct  Investments  (as  described
below in RECITAL H) is  referred to herein as an "Equity  Payment"  and all such
payments  are  collectively  referred  to herein as the "Equity  Payments".  The
portion of the Equity Payments for any particular Property  Partnership which is
paid for with  Loan  proceeds  shall  not  exceed  ninety  percent  (90%) of the
applicable  Investment  Partnership's  total  required  Equity  Payments to such
Property  Partnership.   Upon  such  an  acquisition,  the  relevant  Investment
Partnership  will hold the  Property LP  Interests so acquired as assets of such
Investment Partnership. The Investment LP Interests will subsequently be sold to
third-party  investors  at a price  that will  provide  such  investors  with an
internal  rate of return which equals or is greater than the  prevailing  market
rate of return for similar investments.

     H.   The  Borrower  also holds or intends to hold  Property LP Interests in
Property  Partnerships  directly and,  correspondingly  to make Equity  Payments
directly to such Property  Partnerships (such direct Equity Payments hereinafter
referred to as "Direct Investments"), which Property Partnerships shall meet all
of the criteria for and characteristics of Property  Partnerships  otherwise set
forth in this Agreement, including without limitation, as set forth in RECITAL F
above,  and shall meet the  investment  criteria for Property  Partnerships  set
forth in the Approved  Prospectus (defined below) for Related Corporate Partners
XXX, L.P.  Property LP Interests which are owned by the Borrower  directly shall
be held by the Borrower  until such  interests are  transferred to an Investment
Partnership  which meets all of the criteria for an Investment  Partnership that
invests in Property Partnerships under this Agreement. The portion of the Direct
Investments made by the Borrower in a particular  Property  Partnership which is
paid for with  Loan  proceeds  shall  not  exceed  ninety  percent  (90%) of the
Borrower's  total required  Equity  Payments to such Property  Partnership.  The
Borrower  intends that such Property LP Interests shall  subsequently be sold to
an  Investment  Partnership,  whose  Investment  LP  Interests  shall be sold to
third-party  investors  at a price  that will  provide  such  investors  with an
internal  rate of return which equals or is greater than the  prevailing  market
rate of return for  similar  investments.  The  Special  Limited  Partner of all
Property  Partnerships  receiving Direct Investments shall be Related Direct SLP
LLC, which entity is a wholly-owned Subsidiary of the Borrower.

     I.   The Borrower also has made or intends to make loans  ("Pre-Development
Loans") to various Projects  ("Pre-Development  Projects") in which the Borrower
or an Investment  Partnership intends to make an Equity Payment pursuant to this
Agreement but (i) the Project  sponsor has requested an early limited advance of
funds and (ii) all  conditions  that the Borrower or an  Investment  Partnership
would require to make such Equity Payment have not been met but are  anticipated


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by the  Borrower or such  Investment  Partnership  to be met in due course.  The
Borrower intends to sell the Property LP Interests in the Property  Partnerships
formed by virtue of Pre-Development Projects to an Investment Partnership, whose
Investment LP Interests  shall be sold to third-party  investors at a price that
will provide such  investors  with an internal rate of return which equals or is
greater than the prevailing market rate of return for similar investments.

     J.   The Borrower and the Guarantors have  represented to the Agent and the
Banks that (i) RCC has agreed to provide to the  Borrower  (a) two and  one-half
percent  (2.5%) of the sums  required by the  Borrower  to fund  Pre-Development
Loans  and (b) two and  one-half  percent  (2.5%)  of the sums  required  by the
Borrower  to fund  Capital  Contributions  and Direct  Investments  ((a) and (b)
together,  the "RCC  Funds"),  and (ii) the Borrower  shall  obtain  independent
funding for such RCC Funds, no portion of which shall be funded with proceeds of
the Loan. By means of the Line of Credit to be established  under and subject to
this  Agreement,  the  Borrower  desires  to secure  from the  Banks,  acting as
co-lenders,  a loan  facility  (as  further  defined  in RECITAL K, the "Line of
Credit")  for the  purpose of  obtaining  the  remaining  (y)  ninety  seven and
one-half  percent  (97.5%) of the sums  required by the Borrower to fund Capital
Contributions and Direct Investments,  and (z) ninety seven and one-half percent
(97.5%) of the sums  required  by the  Borrower to fund  Pre-Development  Loans.
Except as otherwise specifically  permitted by the terms of this Agreement,  the
Line of Credit  constitutes  the sole and  exclusive  Tax Credit  warehouse-type
credit  facility  utilized  by  any  of  the  Borrower,  any  Guarantor,  or any
Affiliates  under  their  Control  in  connection  with  any of  their  business
activities relating to investment in and syndication of Projects.

     K.   On the terms and  conditions of this Agreement and with the benefit of
the security being provided to the Agent (for the ratable  benefit of the Banks)
in connection  with this  Agreement,  each of the Banks has agreed  severally to
make available up to their respective Commitments to the Borrower under a NINETY
MILLION AND NO/100 DOLLARS  ($90,000,000.00)  aggregate revolving line of credit
for use by the Borrower  (the "Line of  Credit"),  in  combination  with the RCC
Funds,   in  making  the   Capital   Contributions,   Direct   Investments   and
Pre-Development Loans outlined in this Agreement.

     L.   The security to be provided to the Agent,  as agent for the Banks,  in
connection  with any  advance  under the Line of Credit  shall  depend  upon the
purpose for which the  Borrower  shall use such  advance.  Whenever the Borrower
requests an advance:

     (1)  to make a  Capital  Contribution  to an  Investment  Partnership,  the
          security shall include  assignments of and a first priority  perfected
          security interest in:

          (a)  all  of  Borrower's   equity  in  such  Investment   Partnership,
               including,  without  limitation,  the  Investment LP Interests in
               such Investment  Partnership,  as granted by and  contemplated in
               the Credit Facility Global Pledge Agreement;

          (b)  all  of GP  Holdings'  equity  in the  General  Partner  of  such
               Investment Partnership,  as granted by and contemplated in the GP
               Holdings Global Pledge Agreement; and

          (c)  all of such Investment  Partnership's  equity in (i) the Property
               Partnership  whose  Property LP Interests are being acquired with
               the Equity  Payment  enabled by such  Capital  Contribution  (the
               priority of such security  interest to be subject to the terms of
               SECTION 6.1.6),  and (ii) the Special Limited Partner  associated
               with such  Investment  Partnership  (as  described  in  RECITAL F
               hereof),  in  each  case as  granted  by and  contemplated  in an
               Investment Partnership Pledge Agreement.

     (2)  to make a Direct  Investment in a Property  Partnership,  the security
          shall  include  the  assignment  of  and a  first  priority  perfected
          security interest in:

          (a)  all  of the  Borrower's  equity  in  such  Property  Partnership,
               including,  without limitation, the Property LP Interests in such
               Property  Partnership,  as  granted  by and  contemplated  in the
               Credit  Facility  Global Pledge  Agreement  (the priority of such
               security interest to be subject to the terms of SECTION 6.1.6);


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          (b)  all of the Borrower's  equity in the Special  Limited  Partner of
               such Property Partnership,  as granted by and contemplated in the
               Credit Facility Global Pledge Agreement; and

          (c)  in the event the Banks, in their unrestricted discretion,  permit
               such  Direct  Investment  to be made in the form of a loan to the
               Property  Partnership,  any other collateral or security interest
               which the Borrower  receives  from the Project  Owner (as defined
               below),  the partners  (both general and limited) or members,  as
               applicable,  of the Property  Partnership  or any other Person as
               security for the repayment by the Property  Partnership of such a
               loan.

     (3)  to make an advance under the Line of Credit to fund a  Pre-Development
          Loan, the security  shall include  assignments of and a first priority
          perfected security interest in:

          (a)  the   Borrower's   rights   under   the   loan   agreement   (the
               "Pre-Development  Agreement")  it enters  into with the entity to
               whom the Pre-Development Loan is made (generically referred to as
               the "Project Owner"),  which  Pre-Development  Agreement shall be
               substantially in the form of EXHIBIT B attached hereto;

          (b)  the promissory note (the "Pre-Development  Note"), which shall be
               substantially  in  the  form  attached  to  the   Pre-Development
               Agreement,  made by the Project Owner payable to the order of the
               Borrower to evidence the Pre-Development Loan;

          (c)  the  unconditional   guaranty  by  the  Pre-Development   Project
               developer  of the  Project  Owner's  repayment  obligations  with
               respect to the Pre-Development Loan to the Borrower,  which shall
               be  substantially  in the form  attached  to the  Pre-Development
               Agreement;

          (d)  the  security  interests  granted  by the  Project  Owner  to the
               Borrower  pursuant to, and the Borrower's rights under, a project
               document security agreement substantially in the form attached to
               the  Pre-Development  Agreement,  including,  without limitation,
               security interests in the "Project Documents" and "Allocation" as
               defined in such security agreement;

          (e)  except where the equity owner of the Project Owner is a nonprofit
               entity  prohibited from granting a security interest in equity it
               holds  in the  Project  Owner,  a  pledge  of  all of the  Equity
               Interests in the Project Owner (which Equity Interests shall have
               been pledged by the equity  owners of such  Project  Owner to the
               Borrower to secure the Pre-Development  Loan pursuant to a pledge
               agreement   substantially   in   the   form   attached   to   the
               Pre-Development Agreement);

          (f)  where a  nonprofit  entity  owning  equity in a Project  Owner is
               prohibited from granting a security interest in such equity,  and
               in any other  transaction  where the  following  is  obtained  by
               Borrower:  the  mortgage  which  the  Borrower  receives  on  the
               Pre-Development  Project's real property; or the assignment which
               the Borrower  receives of the Project  Owner's rights to purchase
               such real property; or the assignment which the Borrower receives
               of the Project Owner's leasehold interest in the  Pre-Development
               Project's real property; and

          (g)  in addition to  collateral or security  received  pursuant to the
               Pre-Development Agreement, any other collateral or security which
               the Borrower  receives from the Project Owner or any other Person
               as  security  for  the  repayment  by the  Project  Owner  of the
               Pre-Development Loan.

(all of the foregoing  described in this RECITAL L, together with the Co-Funding
Collateral (as defined in SECTION 3.10 hereof), collectively, the "Collateral").
The Collateral secures payment and performance of all of the Obligations.


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     M.  Repayment  of  advances  made  under the Line of  Credit  and all other
Obligations  hereunder  are  unconditionally  guaranteed  to  the  Banks  by the
Guarantors, jointly and severally, pursuant to the terms of the Guaranty, except
as and to the extent specifically otherwise provided in SECTION 2.8.4 hereof.

     NOW THEREFORE, in consideration of the Recitals and of the premises, mutual
covenants and conditions  contained  therein and set forth below,  and for other
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the parties, the parties agree as follows:

                                    SECTION 1
                        DEFINITIONS AND ACCOUNTING TERMS

     1.1 DEFINITIONS. The following terms, as used in this Agreement, shall have
the following meanings, unless the context clearly indicates otherwise:

     "Accountants"  means independent  Certified Public  Accountants  reasonably
     acceptable to the Agent. The Agent hereby acknowledges that the Accountants
     for the Borrower may include  Deloitte & Touche LLP, which  accountants are
     acceptable to the Agent, or any other national accounting firm.

     "Adjusted  EBITDA"  means,  measured  as of the last  day of each  calendar
     quarter,  without  duplication,  and in  accordance  with GAAP,  the amount
     derived from (A) for such quarter then ended, CharterMac's consolidated net
     income (before  deduction of Preferred  Dividends and minority  interest in
     income of subsidiaries (as so  characterized on CharterMac's  balance sheet
     from time to time)),  PLUS (B) Interest Expense  (including under the Loan)
     for such  period,  PLUS (C) the amount of income tax  expense  deducted  in
     calculating  net  income  for that  period,  MINUS (D) the amount of income
     taxes actually paid during that period, PLUS (E) depreciation, amortization
     and other  non-cash  items  deducted  in  calculating  net  income for that
     period,  MINUS (F) non-cash  revenue included in calculating net income for
     that period,  MINUS (G) to the extent  included in determining  net income,
     any  unrealized  gain in respect of revenue bonds or hedging  transactions,
     all of the foregoing as determined in accordance with GAAP for such period,
     PLUS (H) all program  fees  associated  with the TOPS Program in respect of
     such period,  MINUS (I) any and all special  distributions to its Affiliate
     management company in respect of such period, PLUS (J) extraordinary losses
     for  such  period  as  determined  in  accordance  with  GAAP,   MINUS  (K)
     extraordinary  gains for such period as determined in accordance with GAAP,
     PLUS  (L) to the  extent  not  otherwise  included  in  "Adjusted  EBITDA,"
     CharterMac's  proportionate  share  of  Adjusted  EBITDA  of  its  Minority
     Holdings  for such  period  (determined  in a manner  consistent  with this
     definition of "Adjusted  EBITDA," but without regard to item (L)), PLUS (M)
     non-recurring  litigation  expenses  and expenses  related to  transactions
     outside of CharterMac's  normal business  activities  which were terminated
     prior to consummation, MINUS (N) non-recurring income.

     "Adjusted  Tangible Net Worth" means, at the time of  determination,  Total
     Assets, MINUS (a) Intangible Assets, MINUS (b) Total Liabilities, MINUS (c)
     net interest  receivables  in respect of defaulted  bonds or other impaired
     assets,  MINUS (d) to the  extent  not  included  in  "Total  Liabilities,"
     minority interests in Subsidiaries subject to mandatory  redemption;  PLUS,
     solely  for  purposes  of  determining  Adjusted  Tangible  Net  Worth  for
     CharterMac  on a  consolidated  basis,  to the  extent  included  in "Total
     Liabilities," Preferred Dividends.

     "Advance Extension Fee" means that term as defined in SECTION 2.1.3 hereof.

     "Affiliated  Property  Partnerships" means those Property  Partnerships for
     which  CharterMac  or any of its  Subsidiaries  is liable for such Property
     Partnership's debts, liabilities and obligations for any reason, including,
     without  limitation,  because  either (i)  CharterMac,  either  directly or
     derivatively through any number of Affiliates, is exposed to liability as a
     general  partner,  or (ii) CharterMac  guarantees any of the obligations of
     such Property  Partnerships.  Without  limiting the foregoing,  "Affiliated
     Property  Partnerships"  does  not mean  those  Property  Partnerships  not
     otherwise  satisfying the  requirements  of this definition (y) that borrow
     from CharterMac or any of its  Subsidiaries or (z) where  CharterMac or any
     of its Subsidiaries  purchase bonds issued for the account of such Property
     Partnerships.


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     "Affiliates"  means, with reference to any Person (including an individual,
     a corporation,  a partnership,  a limited liability  company, a trust and a
     governmental  agency  or  instrumentality)  (i) any  director,  officer  or
     employee of that Person, (ii) any other Person  controlling,  controlled by
     or under direct or indirect common control of that Person,  (iii) any other
     Person  directly or  indirectly  holding  five  percent (5%) or more of any
     class of the capital stock or other equity interests (including partnership
     interests, member interest,  options, warrants,  convertible securities and
     similar  rights) of that Person and (iv) any other Person five percent (5%)
     or more of any  class of whose  capital  stock  or other  equity  interests
     (including  partnership  interests,  member  interest,  options,  warrants,
     convertible  securities and similar  rights) is held directly or indirectly
     by that Person.  Notwithstanding the foregoing, the term "Affiliates" shall
     not include any of the four individuals included in the Management Group if
     and to the extent any of them would be considered an Affiliate by virtue of
     serving as a director, officer or employee of a Person.

     "Agent" means initially that term as defined in the first paragraph of this
     Agreement and  thereafter  any Bank which succeeds to the position of Agent
     pursuant to the terms of this Agreement, including without limitation under
     SECTION 9.2.

     "Agreement" means this Ninth Amended and Restated Loan Agreement.

     "Approved Prospectus" means, for a particular Investment  Partnership,  the
     prospectus or offering memorandum which shall have been previously provided
     to and approved by the Banks,  and the Borrower shall have been notified by
     the Agent of such approval,  provided, however, that such approval shall be
     deemed  to  have  been  given  if the  prospectus  or  offering  memorandum
     delivered to the Banks for a particular Investment Partnership is certified
     by the Borrower to not be materially different in substance or form from an
     Approved  Prospectus for which notice of such approval has been  previously
     received from the Agent for another Investment Partnership.

     "Approval Requirement" has the meaning set forth in SECTION 5.23.1.

     "Assigned Commitment" means that term as defined in SECTION 10.8.

     "Assigned Interests" means that term as defined in SECTION 5.22.8(A).

     "Banks" means, collectively, BofA, Citicorp, Merrill Lynch, HSBC, Comerica,
     their  successors  and  assigns  and any party to which one of the Notes is
     assigned or otherwise transferred in whole or in part.

     "Bank Affiliate" means, with reference to any Bank, (i) any Person directly
     or  indirectly  holding  100% of the voting  capital  stock or other voting
     equity  interests  of such  Bank,  or (ii) any  Person  100% of the  voting
     capital  stock or other  voting  equity  interests  of which  are held by a
     Person described in clause (i) of this definition.

     "BofA" means that term as defined in the first paragraph of this Agreement.

     "BofA  Financing"  means any loan,  provision of credit or other  financial
     accommodation  of  any  kind  to  any of  the  Guarantors  or any of  their
     Affiliates  (other than members of the  Management  Group) to which BofA or
     any of BofA's Affiliates is a party, as any such loan,  provision of credit
     or other  financial  accommodation  may be amended or restated from time to
     time.

     "Borrower"  means  that  term as  defined  in the first  paragraph  of this
     Agreement.

     "Business  Day"  means  any  day  on  which  commercial  banks  in  Boston,
     Massachusetts or New York, New York settle payments.

     "Capital Contributions" means that term as defined in RECITAL F above.


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<PAGE>



     "Capital  Expenditures"  means any expenditure  for fixed assets,  computer
     software,  leasehold  improvements,  capital leases under GAAP, installment
     purchases of machinery and equipment, acquisitions of real estate and other
     similar  expenditures  including  without  limitation  (i) in the case of a
     purchase,  the entire purchase price, whether or not paid during the fiscal
     period in question,  (ii) in the case of a capital lease, the entire rental
     amount for the lease term, and (iii)  expenditures  in any  construction in
     progress account of any of such entities for which Capital  Expenditures is
     being determined.

     "Cash  and Cash  Equivalents"  means  cash,  and (i)  securities  issued or
     directly and fully guaranteed or insured by the United States of America or
     any agency or  instrumentality  thereof  (provided  that the full faith and
     credit of the United  States of  America  is  pledged  in support  thereof)
     having  maturities  of not  more  than  twelve  months  from  the  date  of
     acquisition  ("Government  Obligations"),  (ii) U.S. dollar denominated (or
     foreign  currency  fully hedged) time  deposits,  certificates  of deposit,
     Eurodollar time deposits and Eurodollar certificates of deposit of any bank
     whose  short-term  commercial  paper rating from S&P is at least A-1 or the
     equivalent  thereof  or from  Moody's  is at  least  P-1 or the  equivalent
     thereof,  in each case with  maturities  of not more than 364 days from the
     date of  acquisition,  (iii)  commercial  paper and  variable or fixed rate
     notes rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the
     equivalent  thereof) or better by Moody's and maturing within twelve months
     of the date of acquisition, (iv) repurchase agreements with a bank or trust
     company (including a Bank) or a recognized securities dealer having capital
     and surplus in excess of $500,000,000 for direct  obligations  issued by or
     fully  guaranteed by the United States of America,  (v)  obligations of any
     state of the United  States or any  political  subdivision  thereof for the
     payment of the  principal  and  redemption  price of and  interest on which
     there shall have been irrevocably deposited Government Obligations maturing
     as to principal and interest at times and in amounts  sufficient to provide
     such payment,  (vi) auction preferred stock rated in the highest short-term
     credit rating category by S&P or Moody's and (vii) U.S. dollar  denominated
     time and  demand  deposit  accounts  or money  market  accounts  with those
     domestic banks meeting the  requirements of clause (ii) above and any other
     domestic commercial banks insured by the FDIC with an aggregate balance not
     to exceed $100,000 in the aggregate at any time at any such bank.

     "Cash and High Quality Marketable Securities" means cash and investments in
     so-called  "weekly low floater"  marketable  securities which are rated AAA
     (if rated by S&P) or Aaa (if rated by Moody's).

     "Cash Purchase Method" means,  with respect to particular Units, the method
     for determining the price therefor  referred to as the Cash Purchase Method
     in the Approved Prospectus for such Units.

     "Change in  Control"  means the  occurrence  of any of the  following  with
     respect to an Investment Entity:

     (A)  as to  CharterMac  Capital,  CM Corp.  or RCC, the  occurrence  of any
     events or  circumstances  such that CharterMac shall no longer Control such
     entity,   either  directly  or  indirectly   through  Affiliates  that  are
     wholly-owned by CharterMac.

     (B)  as to CharterMac:  (i) any merger or  consolidation of CharterMac with
     or into any  Person  or any sale,  transfer  or other  conveyance,  whether
     direct  or  indirect,  of  all  or  substantially  all  of  the  assets  of
     CharterMac,  on a  consolidated  basis,  in one  transaction or a series of
     related   transactions,   if,  immediately  after  giving  effect  to  such
     transaction,  any Person or group of Persons (within the meaning of Section
     13 or 14 of the Securities Exchange Act) is or becomes the beneficial owner
     (within  the  meaning  of Rule  13d-3  promulgated  by the  Securities  and
     Exchange Commission under the Securities Exchange Act) of the common shares
     representing  a  majority  of the  total  voting  power  of  the  aggregate
     outstanding  securities  of the  transferee  or surviving  entity  normally
     entitled to vote in the election of directors,  managers,  or trustees,  as
     applicable, of the transferee or surviving entity, (ii) any Person or group
     of Persons  (within  the  meaning  of  Section  13 or 14 of the  Securities
     Exchange  Act) is or becomes the  beneficial  owner  (within the meaning of
     Rule 13d-3 promulgated by the Securities and Exchange  Commission under the
     Securities  Exchange Act) of the common shares  representing  a majority of
     total voting power of the aggregate outstanding common shares of CharterMac
     normally entitled to vote in the election of directors of CharterMac, (iii)
     during any period of 12 consecutive  calendar months,  individuals who were
     directors  or  trustees  of  CharterMac  on the  first  day of such  period
     (together with any new directors or trustees whose election by the board of
     directors  or board of  trustees  of  CharterMac  or whose  nomination  for
     election by the stockholders of


                                       7
<PAGE>



     CharterMac  was  approved  by a vote  of a  majority  of the  directors  or
     trustees then still in office who were either directors at the beginning of
     such period or whose  election or nomination for election was previously so
     approved)  cease for any reason to  constitute  a majority  of the board of
     directors of CharterMac, or (iv) the sale or disposition,  whether directly
     or indirectly, by CharterMac and/or its Subsidiaries (whether pursuant to a
     single  transaction or series of related  transactions)  of tangible assets
     representing more than 25% of CharterMac's  Tangible Assets, as of the date
     of such sale or disposition (other than sales of assets into securitization
     programs in the ordinary  course of CharterMac's  business  consistent with
     past  practices;  provided,  however,  that  such  assets  continue  to  be
     consolidated  on  CharterMac's  balance sheet in accordance  with GAAP, and
     that  CharterMac  retains the residual  interest in the cash flow from such
     assets).

     (C)  as  to  the  General  Partner  of  any  Investment  Partnership,   the
     occurrence of any events or  circumstances  such that GP Holdings  shall no
     longer own 100% of the equity (including,  without  limitation,  the voting
     equity)  thereof  and a  wholly-owned  Subsidiary  of RCC  shall not be the
     manager thereof.

     (D)  as to the Special  Limited Partner of an Investment  Partnership,  the
     occurrence  of any  events  or  circumstances  such  that  such  Investment
     Partnership  shall no longer  own 100% of the  equity  (including,  without
     limitation, the voting equity) thereof.

     (E)  as to the Borrower, the occurrence of any events or circumstances such
     that GP Holdings shall no longer own 51% of the equity  thereof,  RCC shall
     no longer own 49% of the equity thereof,  and a wholly-owned  subsidiary of
     RCC shall not be the manager thereof.

     (F)  as to each Property  Partnership  receiving a Direct  Investment,  the
     occurrence of any events or circumstances  such that Related Direct SLP LLC
     shall no  longer  own the  entire  special  limited  partnership  interests
     thereof.

     (G)  as to  Related  Direct  SLP  LLC,  the  occurrence  of any  events  of
     circumstances such that the Borrower shall no longer own 100% of the equity
     (including,   without  limitation,   the  voting  equity  thereof),  and  a
     wholly-owned Subsidiary of RCC shall not be the manager thereof.

     "CharterMac"  means  that term as defined  in the first  paragraph  of this
     Agreement.

     "CharterMac  Capital" means that term as defined in the first  paragraph of
     this Agreement.

     "Citicorp"  means  that  term as  defined  in the first  paragraph  of this
     Agreement.

     "CM  Corp."  means  that term as  defined  in the first  paragraph  of this
     Agreement.

     "CM Guarantor LLC" means that term as defined in SECTION 6.3.2(F).

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Co-Funding  Collateral" means that term as defined in SECTION 3.10 of this
     Agreement.

     "Collateral" has the meaning set forth in RECITAL L above.

     "Combined Tax Credits" means Tax Credits together with historic tax credits
     pursuant to Section 47 of the Code.

     "Comerica"  means  that  term as  defined  in the first  paragraph  of this
     Agreement.

     "Commitment"  means,  with respect to a particular  Bank, that amount which
     equals such Bank's  Commitment  Percentage  multiplied  by the Loan Amount.


                                       8
<PAGE>



     "Commitment  Percentage"  shall mean in  relation  to each of the Banks the
     percentage set forth opposite its name below:

<TABLE>
<CAPTION>

                      <S>                                     <C>
                      BANK                                    PERCENTAGE
                      ----                                    ----------
                      BofA                                      27.777777777778%
                      Citicorp                                  25.000000000000%
                      Merrill Lynch                             25.000000000000%
                      HSBC                                      11.111111111111%
                      COMERICA                                  11.111111111111%
                      --------                                  ---------------
                      TOTAL                                   100%

</TABLE>

     "Contingent  Liabilities" means any guaranties or other indirect contingent
     Indebtedness  with  respect to which a category is set forth in Exhibit 7.2
     from time to time,  and with the aggregate  amount  thereof with respect to
     Contingent   Liabilities   of   CharterMac   to  be  based  upon  the  risk
     classifications set forth in Exhibit 7.2.

     "Contractual  Obligation"  means,  for any  Person,  any  provision  of any
     security issued by that person or of any material indenture, mortgage, deed
     of trust, contract,  undertaking,  agreement,  or other instrument to which
     such Person is a party or by which it or any of its  properties is bound or
     to which it or any of its properties is subject.

     "Control"  means  having an economic  interest  in greater  than 60% of the
     equity of an  entity  and the power  and  authority  to elect or  otherwise
     determine a majority of the board of directors or similar governing body of
     such entity.

     "Credit  Facility  Global  Pledge  Agreement"  means  that  certain  pledge
     agreement dated as of November 17, 2003 between the Borrower and the Agent,
     pursuant  to which the  Borrower  has pledged to the Agent (for the ratable
     benefit of the Banks) all equity interests now owned or hereafter  acquired
     by the Borrower,  including, without limitation, all Property LP Interests,
     Investment LP Interests, 100% of the equity interests in Related Direct SLP
     LLC, and equity interests in Pre-Development Projects.

     "Default" means an event or condition  which,  with the giving of notice or
     the passage of time, or both, would constitute an Event of Default.

     "Debt Service" means,  for any period,  determined on a consolidated  basis
     (A) CharterMac's  Interest Expense for such period,  plus (B) the aggregate
     amount  of  regularly   scheduled  or  mandatory   principal   payments  of
     Indebtedness (excluding optional prepayments and balloon principal payments
     due on maturity in respect of any Indebtedness)  required to be made during
     such period by CharterMac or any Person in CharterMac's  consolidated group
     (and, if such period is less than a full twelve month period, annualized by
     taking  the sum of all of the  payments  required  to be made  during  such
     period and during any immediately  subsequent  periods required to create a
     full twelve month test period).

     "Delinquent Bank" means that term as defined in SECTION 9.4.2 hereof.

     "Direct  Investment"  means  that term as  defined  in  RECITAL H set forth
     above.

     "Disclosure  Schedule"  means that  certain  Disclosure  Schedule  attached
     hereto and hereby incorporated herein.

     "Draw  Certificate" means any draw request submitted by the Borrower in the
     form of EXHIBITS  3.8.2,  3.8.3,  or 3.8.4 and  includes  any Initial  Draw
     Certificate.

     "Due  Inquiry" for purposes of SECTION 4.15 shall mean  obtaining a Phase I
     Environmental  Report  and,  if  indicated  or  warranted  by such  Phase I
     Environmental  Report,  a Phase  II  Environmental  Report,  and any  other


                                       9
<PAGE>



     inquiry, investigation,  remediation,  clean-up or other action required or
     warranted by such Phase I or Phase II report.

     "Equity Interests" means, as to any Person, any and all shares,  interests,
     rights to purchase,  warrants, options,  participation or other equivalents
     of or interest in (however  designated)  equity of such Person,  including,
     without  limitation,  any  preferred  interests,  any  limited  or  general
     partnership  interests,   and  any  limited  liability  company  membership
     interests,  but excluding  investment  interests  issued by special purpose
     trusts as part of a securitization of Qualified Bonds.

     "Equity Payments" means that term as defined in RECITAL G set forth above.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended, and the rules and regulations thereunder.

     "Event of Default"  means any act or  occurrence  specified  as an Event of
     Default in SECTION 8.

     "Extension  Fees" means the Advance  Extension  Fee and the Line  Extension
     Fee.

     "Facility Fee" means that term as defined in SECTION 2.5.4.

     "Fannie Mae" means the Federal National Mortgage Association.

     "FHA" means the Federal Housing Administration.

     "Fixed  Charges"  means,  measured  as of the  last  day of  each  calendar
     quarter,  without duplication,  an amount for the then ending quarter equal
     to the sum for such period of CharterMac's  consolidated  (A) Debt Service,
     plus (B) Preferred  Dividends,  plus (C) Shortfalls,  plus (D) program fees
     associated with the TOPS Program.

     "Freddie Mac" means the Federal Home Loan Mortgage Association.

     "Future Commitment" means that term as defined in SECTION 9.4.2(C) hereof.

     "GAAP" means  generally  accepted  accounting  principles  and practices as
     applicable  under  SECTION 1.2 below and as set forth in the  opinions  and
     pronouncements of the Accounting Principles Board of the American Institute
     of Certified Public  Accountants and statements and  pronouncements  of the
     Financial  Accounting  Standards Board or in such other  statements by such
     other entity as may be approved by a significant  segment of the accounting
     profession.  GAAP shall be consistently  applied from one accounting period
     to another.

     "General Partner" means that term as defined in RECITAL E set forth above.

     "GNMA" means the Government National Mortgage Association.

     "Government  Obligations"  means that term as defined in the  definition of
     Cash and Cash Equivalents.

     "GP  Holdings"  means RCC GP  Holdings  LLC, a Delaware  limited  liability
     company.

     "GP Holdings Global Pledge  Agreement"  means that certain pledge agreement
     dated as of November 17, 2003  between GP Holdings and the Agent,  pursuant
     to which GP Holdings  has pledged to the Agent (for the ratable  benefit of
     the Banks) all  equity  interests  now owned or  hereafter  acquired  by GP
     Holdings, including, without limitation, 51% of the membership interests in
     the  Borrower,  and  all the  equity  in  General  Partners  of  Investment
     Partnerships.

     "Guarantors" means RCC, CharterMac, CharterMac Capital and CM Corp.


                                       10
<PAGE>



     "Guaranty" means, that certain unlimited  guaranty dated as of November 17,
     2003, from each of the  Guarantors,  on a joint and several basis, in favor
     of the Banks and the Agent,  which is  confirmed  and  acknowledged  by the
     Guarantors pursuant to SECTION 10.20 hereof.

     "Hedging Agreements" means any agreement to which an Investment Entity is a
     party which protects such Investment  Entity from  fluctuations in interest
     rates or asset values.

     "Housing Agency" means HUD or any state housing finance agency.

     "HSBC" means that term as defined in the first paragraph of this Agreement.

     "HUD" means the United States Department of Housing and Urban Development.

     "Indebtedness"  with  respect to any  Person  means and  includes,  without
     duplication  (i) all  items  which,  in  accordance  with  GAAP,  would  be
     liabilities on the balance sheet of such Person,  but excluding anything in
     the nature of capital stock,  surplus capital and retained  earnings,  (ii)
     the face amount of all banker's  acceptances  and of all drafts drawn under
     all banker's  acceptances  and the undrawn  amount of all letters of credit
     issued by any bank for the account of such Person and, without duplication,
     all drafts drawn  thereunder,  (iii) the total  amount of all  indebtedness
     secured by any encumbrance to which any property or asset of such Person is
     subject,  whether or not the  indebtedness  secured thereby shall have been
     assumed,  and (iv) the total amount of all  indebtedness and obligations of
     others which such Person has directly or  indirectly  guaranteed,  endorsed
     (otherwise  than for  collection  or  deposit  in the  ordinary  course  of
     business),  discounted with recourse or agreed  (contingently or otherwise)
     to  purchase  or  repurchase  or  otherwise  acquire,  including,   without
     limitation,  any  agreement  (a) to advance  or supply  funds to such other
     Person to maintain working capital,  equity capital, net worth or solvency,
     or (b) otherwise to assure or hold harmless such other Person  against loss
     in respect of its obligations.

     "Initial Draw Certificate"  means,  with regard to a particular  Investment
     Partnership, Property Partnership in which the Borrower invests directly or
     Pre-Development  Project,  the first Draw Certificate which is executed and
     delivered by the  Borrower,  approved by the Banks and pursuant to which an
     advance under the Line of Credit is made to the Borrower.

     "Intangible  Assets" means, at the time of  determination,  those assets of
     the Person for whom Intangible Assets is being determined on a consolidated
     basis  that,  in  accordance  with  GAAP,  are  properly   classifiable  as
     intangible  assets,  including,  but not limited to, goodwill,  franchises,
     licenses, patents, trademarks, trade names and copyrights.

     "Interest  Expense"  means,  for  any  period,  the sum  (calculated  on an
     annualized basis), on a consolidated basis of (A) all consolidated interest
     expense  of  CharterMac  determined  in  accordance  with  GAAP,  plus  (B)
     capitalized  interest  not  covered  by an  interest  reserve  from  a loan
     facility,  plus (C)  interest  that accrues on the  "Preferred  Return" (as
     defined in and as such accrual is described in the Organizational Documents
     of CharterMac Capital), plus (D) the allocable portion (based on liability)
     of any accrued or paid interest  incurred on any  obligation  for which any
     entity in  CharterMac's  consolidated  group is wholly or partially  liable
     under  repayment,  interest  carry,  or  performance  guarantees,  or other
     relevant  liabilities  (including,  without  limitation,  accrued  or  paid
     interest  characterized on CharterMac's  balance sheet from time to time as
     "minority  interest  in income of  subsidiary"),  provided  that no expense
     shall be  included  more  than  once in such  calculation  even if it falls
     within more than one of the foregoing categories.

     "Interest  Period"  means,  as to any LIBOR Rate  Amount,  the period,  the
     commencement  and duration of which shall be determined in accordance  with
     SECTION 2.5,  provided that if any such Interest Period would otherwise end
     on a day which is not a Business Day, such Interest Period shall end on the
     Business Day next  preceding or next  succeeding  such day as determined by
     the Agent in accordance with its usual practices,  of which the Agent shall
     notify the Borrower at the beginning of such Interest Period.


                                       11
<PAGE>



     "Investment  Entities"  shall  refer  to,  collectively,  (i)  each  of the
     Borrower  and the  Guarantors,  (ii) each  Investment  Partnership  and its
     associated  General  Partner and Special Limited Partner until such time as
     the  Borrower  has met  the  Release  Conditions  or the  Modified  Release
     Conditions  with  respect  to such  Investment  Partnership  and (iii) each
     Property Partnership in which the Borrower invests directly until such time
     as the  Borrower  has met  the  Release  Conditions  with  respect  to such
     Property Partnership.  For purposes of SECTIONS 4, 5, 6 and 8, except where
     expressly excluded,  the term "Investment  Entities" shall also include the
     Property  Partnerships  in which an Investment  Partnership  invests to the
     extent  that the breach of any  representation  and  warranty in SECTION 4,
     breach  of any  covenant  in  SECTIONS  5 or 6, or an Event of  Default  in
     SECTION 8 due to any Property  Partnership would have a materially  adverse
     effect on any of the  Borrower's  or any  Guarantor's  ability  to meet its
     obligations under any of the Loan Documents.

     "Investment LP Interests" means that term as defined in RECITAL E set forth
     above.

     "Investment   Partnership  Pledge  Agreement"  means  a  pledge  agreement,
     substantially  in the form  attached  hereto as EXHIBIT  2.7.1,  between an
     Investment  Partnership  and the Agent,  pursuant  to which the  Investment
     Partnership pledges to the Agent (for the ratable benefit of the Banks) all
     equity  interests  now  owned  or  hereafter  acquired  by such  Investment
     Partnership,  including, without limitation, (a) all Property LP Interests,
     and (b) all equity interests in the Special Limited Partner associated with
     such Investment  Partnership.  Each Investment Partnership Pledge Agreement
     shall  be  executed  and  delivered  prior  to or  simultaneously  with the
     Borrower's initial Capital Contribution to an Investment Partnership.

     "Investment  Partnerships"  means,  that term as  defined  in RECITAL E set
     forth above.

     "Letter of Credit" means letters of credit in the form  customarily  issued
     by the Agent as standby  or  documentary  letters  of credit  issued by the
     Agent at the request of the Borrower.

     "Letter of Credit Fee" means that term as defined in SECTION 2.5.6.

     "Letter of Credit Loan Amount" means that term as defined in SECTION 2.1.4.

     "LIBOR Business Day" means any Business Day on which  commercial  banks are
     open for international  business (including dealings in dollar deposits) in
     London or such other eurodollar  interbank market as may be selected by the
     Agent in its sole discretion acting in good faith.

     "LIBOR  Rate" means for any  Interest  Period with  respect to a LIBOR Rate
     Amount,  the rate of interest equal to the rate per annum (rounded  upwards
     to the nearest  100,000 of one percent) as  determined  on the basis of the
     offered rates for deposits in U.S. dollars, for a period of time comparable
     to the Interest  Period selected by the Borrower with respect to such LIBOR
     Rate Amount which appears on the Telerate page 3750 as of 11:00 a.m. London
     time on the day that is two LIBOR  Business Days preceding the first day of
     the applicable Interest Period. If the rate described above does not appear
     on the Telerate System on any applicable  interest  determination date, the
     LIBOR  Rate  shall be the rate  (rounded  upwards as  described  above,  if
     necessary)  determined  on the basis of the offered  rates for  deposits in
     U.S.  dollars for a period of time  comparable to the  applicable  Interest
     Period and in an amount comparable to the principal amount of the requested
     LIBOR Rate  Amount  which are  offered  by four  major  banks in the London
     interbank market at approximately 11:00 a.m. London time on the day that is
     two (2) LIBOR  Business  Days  preceding  the  first day of the  applicable
     Interest  Period.  The  principal  London  office of each of the four major
     London banks will be  requested  to provide a quotation of its U.S.  dollar
     deposit  offered rate. If at least two such  quotations  are provided,  the
     rate for that date will be the arithmetic mean of the quotations.  If fewer
     than two quotations are provided as requested,  the rate for that date will
     be determined on the basis of the rates quoted for loans in U.S. dollars to
     leading  European  banks for a period of time  comparable to the applicable
     Interest  Period  for such LIBOR  Rate  Amount and in an amount  comparable
     thereto offered by major banks in New York City at approximately 11:00 a.m.
     New York City time, on the day that is two LIBOR  Business  Days  preceding
     the  first day of such  Interest  Period.  In the  event  that the Agent is
     unable to obtain any such  quotation as provided  above,  it will be deemed
     that the LIBOR Rate cannot be determined  and the interest rate  applicable
     to such LIBOR Rate Amount shall be determined  in  accordance  with SECTION
     2.5.2(D).  In the event that the Board of Governors of the Federal  Reserve


                                       12
<PAGE>



     System shall impose a LIBOR Reserve Rate,  then for any period during which
     such LIBOR  Reserve Rate shall apply,  the LIBOR Rate shall be equal to the
     amount  determined  above  divided by an amount  equal to 1 minus the LIBOR
     Reserve Rate.

     "LIBOR Rate Amount" means, in relation to any Interest Period, any portions
     of the principal amount of any Revolving Loans on which the Borrower elects
     pursuant to SECTION 2.5 to pay interest at a rate  determined  by reference
     to the LIBOR Rate or Modified LIBOR Rate.

     "LIBOR Reserve  Charge" means,  for each day on which any LIBOR Rate Amount
     is outstanding, a reserve charge in an amount equal to the product of:

          (i)  the outstanding principal amount of the LIBOR Rate Amount,

                                  multiplied by

          (ii) (a) the LIBOR Rate (expressed as a decimal)  divided by one minus
               the LIBOR Reserve Rate,  minus (b) the LIBOR Rate (expressed as a
               decimal),

                                  multiplied by

          (iii) 1/360.

     "LIBOR  Reserve  Rate"  means,  for any day with  respect  to a LIBOR  Rate
     Amount,  the  maximum  rate  (expressed  as a decimal)  at which any lender
     subject  thereto  would be  required to maintain  reserves  (including  all
     basic, supplemental, marginal and other reserves) under Regulation D of the
     Board of  Governors  of the Federal  Reserve  System (or any  successor  or
     similar  regulations  relating  to  such  reserve   requirements)   against
     "Eurocurrency  Liabilities" (as that term is used in Regulation D), if such
     liabilities  were  outstanding.  The LIBOR  Reserve  Rate shall be adjusted
     automatically  on and as of the  effective  date of any change in the LIBOR
     Reserve Rate.

     "Line Extension Fee" means that term as defined in SECTION 2.4.2 hereof.

     "Line of Credit" means that term as defined in RECITAL K set forth above.

     "Loan" means,  collectively,  all Revolving  Loans made,  Letters of Credit
     issued or other credit accommodations provided in accordance with the terms
     and conditions of this Agreement, not to exceed, in the aggregate, the Loan
     Amount.

     "Loan Amount" means (a) the principal  amount of NINETY  MILLION AND NO/100
     DOLLARS ($90,000,000.00), or such lesser amount as may from time to time be
     in  effect  following  exercise  of the  reduction  procedure  set forth in
     SECTION 2.3, less (b) the aggregate of all Letter of Credit Loan Amounts.

     "Loan  Documents"  means this  Agreement,  the Guaranty  and the  documents
     specified  in  SECTION  3.1,  together  with  the  documents  required  and
     contemplated  by  SECTION  3.8  and any  other  documents,  instruments  or
     agreements required or contemplated hereby and thereby.

     "Loan Fees" means, collectively, the Renewal Fee, Facility Fee, Review Fee,
     Extension  Fees,  Letter of Credit  Fee,  fees set forth in any fee  letter
     among the Agent, Borrower and/or the Guarantors,  and the yield maintenance
     fee  described in SECTION  2.5.2(F).  The Loan Fees shall be in addition to
     all expenses of the Agent and/or the Banks described in SECTION 10.7.

     "Majority  Banks"  means any Banks  whose  Commitment  Percentages,  in the
     aggregate,  total at least sixty percent (60%); provided,  however, that if
     at any time there are (i) only three Banks, Majority Banks means two of the
     three  Banks  as long as  such  two  Banks  have  an  aggregate  Commitment
     Percentage of at least 50%, and (ii) no more than two Banks, Majority Banks
     means all of the Banks.


                                       13
<PAGE>



     "Management  Group"  means that term as  defined  in  SECTION  5.11 of this
     Agreement.

     "Maturity  Date" means such date as determined in accordance with the terms
     of SECTION 2.4, upon which date any remaining unpaid  principal,  interest,
     Loan Fees,  out-of-pocket expenses including attorneys' fees and costs, and
     documentation  charges and other charges  relating to the Loan shall be due
     and payable in full.

     "Merrill  Lynch" means that term as defined in the first  paragraph of this
     Agreement.

     "Minority  Holdings"  means any  Person in which  CharterMac  or any of its
     Subsidiaries,  directly or indirectly, has an ownership interest, but which
     is not required under GAAP to be consolidated with CharterMac for financial
     reporting purposes.

     "Modified  LIBOR Rate"  means,  for the portion of the Loan for which there
     has been a Satisfaction of Modified  Release  Conditions  attributable to a
     specific MRC Investor,  an annual rate of interest  equal to the LIBOR Rate
     plus the following spread:

<TABLE>
<CAPTION>

                                                   Number of Basis Points
            For an MRC Investor                          Spread Over
             WITH A RATING OF:                           LIBOR RATE
       ------------------------------              ----------------------
       <S>                                                   <C>
                at least AA+                                 100

       at least AA- but less than AA+                        100

       at least A- but less than AA-                         105

       at least BBB- but less than A-                        140

         less than BBB- or Unrated                           170

</TABLE>

     "Modified Release Conditions" means that term as defined in SECTION 2.8.2.

     "MRC Investment Partnerships" means that term as defined in SECTION 2.8.1.

     MRC Investors" means that term as defined in SECTION 2.8.1.

     "Notes"  means  those  certain  Revolving  Credit  Notes  in the  aggregate
     principal amount of the Loan Amount, substantially in the form of EXHIBIT A
     attached hereto, each executed and delivered by the Borrower payable to the
     order of one of the Banks in the  principal  face  amount of the  recipient
     Bank's respective Commitment, and more particularly described as follows.

          (i) that certain Revolving Credit Note, dated July 1, 2005, payable to
          the order of Comerica, in the principal face amount of $10,000,000;

          (ii) that  certain  Revolving  Credit  Note,  dated  October 29, 2004,
          payable to the order of Fleet National Bank  (predecessor by merger to
          BofA), in the principal face amount of $25,000,000;

          (iii) that  certain  Revolving  Credit Note,  dated  October 29, 2004,
          payable to the order of  Citicorp,  in the  principal  face  amount of
          $22,500,000;

          (iv) that  certain  Revolving  Credit  Note,  dated  October 29, 2004,
          payable to the order of Merrill Lynch, in the principal face amount of
          $22,500,000; and


                                       14
<PAGE>



          (v) that  certain  Revolving  Credit  Note,  dated  October 29,  2004,
          payable  to the  order  of  HSBC,  in the  principal  face  amount  of
          $10,000,000.

     "NY UCC" means the  Uniform  Commercial  Code of the State of New York,  as
     adopted  and as may be amended  from time to time,  and  references  to any
     section of the NY UCC shall also mean and  constitute  a reference  to each
     applicable successor section of the NY UCC.

     "Obligations"  means any and all  obligations of the Borrower or any of the
     Guarantors to the Agent or the Banks of every kind and description,  direct
     or indirect, absolute or contingent, primary or secondary, due or to become
     due,  now  existing in  connection  with or  hereafter  arising out of this
     Agreement  and the other Loan  Documents  or the  provision  of  commercial
     banking services (including without limitation cash management services) by
     the  Agent  or  any of  the  Banks,  and  specifically  including,  without
     limitation, all expenses described in SECTION 10.7 and all Loan Fees.

     "Opinions" means that term as defined in SECTION 3.8.2(D)(III).

     "Original  Agreement"  means that term as defined in the first paragraph of
     this Agreement.

     "Organizational  Documents"  means,  with regard to (i) a corporation,  its
     charter and bylaws, (ii) a limited partnership,  its certificate of limited
     partnership and agreement of limited partnership, (iii) a limited liability
     company,  its certificate of organization  and operating  agreement or such
     similar  certificate  or agreement as is customary in the  jurisdiction  of
     formation  for such  limited  liability  company and (iv) any other type of
     entity,  documents,  agreements and certificates serving  substantially the
     same purposes as the foregoing.

     "Original Maturity Date" means that term as defined in SECTION 2.4.1.

     "Pennrose Option" means that term as defined in SECTION 5.22.8(C).

     "Pennrose  Partnership"  means a  Property  Partnership  in which  Pennrose
     Properties, Inc. (or an Affiliate of Pennrose Properties, Inc. in which the
     capital stock,  partnership  interests or membership  interests entitled to
     voting  control of and a majority of the economic  interest in are owned by
     Pennrose  Properties,  Inc.) is the  managing  general  partner or managing
     member.

     "Person"  means and  includes  any  natural  person,  partnership,  limited
     liability company, trust, estate, association, corporation or other entity.

     "Plans" means that term as defined in SECTION 4.14.

     "Pre-Development Agreement" means such term as defined in RECITAL L.

     "Pre-Development  Loans"  means that term as defined in RECITAL I set forth
     above.

     "Pre-Development  Note"  means  that term as defined in RECITAL L set forth
     above.

     "Pre-Development  Projects"  means  that term as  defined  in RECITAL I set
     forth above.

     "Preferred  Dividends"  means, for any period and with respect to rights or
     entitlements  existing  presently  or created  or  arising  in the  future,
     without  duplication  of such amounts as constitute  intercompany  debts or
     distributions, the sum of (A) dividends or distributions due and payable or
     accrued  during such period on preferred  stock  (whether or not subject to
     any  redemption  rights)  issued by CharterMac or any  Subsidiary,  and (B)
     distributions  which are the functional  equivalent of preferred  dividends
     (i.e.,  which the  issuer is  required  to make prior to  distributions  on
     another class or other classes of equity  interests)  and which are due and
     payable  or  accrued  during  such  period on  preferred  equity  interests
     (whether or not subject to any  redemption  rights) issued by a Subsidiary.
     Notwithstanding  the foregoing,  dividends or distributions due and payable


                                       15
<PAGE>



     or accrued with respect to CharterMac's so-called CRA preferred stock shall
     not constitute Preferred Dividends.

     "Prime Rate" means the  variable  per annum rate of interest so  designated
     from  time to time by the  Agent as its prime  rate.  The  Prime  Rate is a
     reference rate and does not  necessarily  represent the lowest or best rate
     being charged to any customer.  Changes in the rate of interest  applicable
     to any Loan  resulting  from  changes  in the Prime  Rate  shall take place
     immediately without notice or demand of any kind.

     "Project" means that term as defined in RECITAL F set forth above.

     "Project Owner" means that term as defined in RECITAL L set forth above.

     "Property LP  Interests"  means that term as defined in RECITAL F set forth
     above.

     "Property  Partnership  Pledge"  means each  pledge  agreement  between the
     Borrower or an Investment  Partnership and a Property  Partnership in which
     the  Borrower or such  Investment  Partnership  pledges its interest in the
     Property  LP  Interests  of such  Property  Partnership  to  such  Property
     Partnership as collateral  security for the  Borrower's or such  Investment
     Partnership's  obligation  to make  contributions  to the  capital  of such
     Property Partnership.  In order to constitute a Property Partnership Pledge
     under this  Agreement,  such document  shall require  written notice to the
     Agent from such Property Partnership or, if applicable,  from such Property
     Partnership's  construction  lender,  prior to an exercise of any rights or
     remedies thereunder by the Property Partnership or such construction lender
     and afford the Agent at least 60 days to cure any default thereunder by the
     Borrower or such Investment Partnership.

     "Property Partnerships" means entities receiving Capital Contributions from
     Investment  Partnerships or Direct  Investments  from the Borrower,  and as
     further defined in RECITAL F set forth above.

     "PWF"  means  PW  Funding  Inc.,  a  Delaware  corporation  (now  known  as
     CharterMac Mortgage Capital Corporation).

     "Qualified Bond" means a revenue bond that is a "qualified bond" within the
     meaning of Section  141(e) of the Code,  the interest or  distributions  in
     respect of which are  excluded  from gross  income for  federal  income tax
     purposes, and which is secured by, among other collateral,  a mortgage on a
     multifamily housing property  constituting a "qualified  residential rental
     property"  under Section  142(d) of the Code (or a  predecessor  provision)
     which secures a Qualified Bond.

     "Rating" means for each MRC Investor for whom a Rating is to be determined,
     S&P's actual or implied senior unsecured debt rating.

     "RCC" means that term as defined in the first paragraph of this Agreement.

     "RCC Equity Pledge  Agreement" means that certain pledge agreement dated as
     of November 17, 2003  between RCC and the Agent,  pursuant to which RCC has
     pledged  to the Agent  (for the  ratable  benefit  of the Banks) 49% of the
     membership interests in the Borrower.

     "RCC Funds" means that term as defined in RECITAL J set forth above.

     "RCC's  Value"  means,  as of the  date  for  which  RCC's  value  is being
     calculated, RCC's Adjusted EBITDA for the four-quarter period most recently
     ended prior to the date as of which such calculation is being made times 7.
     As used in this definition,  "RCC's Adjusted EBITDA" means,  measured as of
     the  last  day of such  four-quarter-period,  without  duplication,  and in
     accordance  with GAAP, (A) RCC's net income for such  four-quarter  period,
     PLUS (B) cash revenue not reported in GAAP financial  statements,  PLUS (C)
     Interest Expense for such period, PLUS (D) the amount of income tax expense
     deducted in calculating net income for that period, MINUS (E) the amount of
     income  taxes  actually  paid during that  period,  PLUS (F)  depreciation,
     amortization  and other non-cash  items deducted in calculating  net income
     for that period,  MINUS (G) non-cash  revenue  included in calculating  net


                                       16
<PAGE>



     income for that period, MINUS (H) to the extent included in determining net
     income,  any  unrealized  gain in  respect  of  revenue  bonds  or  hedging
     transactions,  all of the foregoing as  determined in accordance  with GAAP
     for such period.

     "Recurring  Revenue"  means all annually  recurring  revenue earned by RCC,
     pursuant to asset management,  advisory, mortgage,  servicing,  syndication
     and  investor   services   provided  by  RCC  under  contracts  with  RCC's
     Affiliates.

     "Reimbursement Amount" means that term as defined in SECTION 9.4.1.

     "Release  Conditions"  means,  with respect to an  Investment  Partnership,
     Property   Partnership  in  which  the  Borrower   invests  directly  or  a
     Pre-Development  Project,  (i)  the  Borrower's  repayment  in  full of all
     Obligations  outstanding  with  respect to such entity and (ii) the Agent's
     receipt of written  acknowledgment from the Borrower that there shall be no
     further advances or credit accommodations made by the Banks to the Borrower
     related or with respect to such entity.

     "Renewal Fee" means that term as defined in SECTION 2.5.3.

     "Repayment Account" means that term as defined in SECTION 5.18.1.

     "Revolving Loan" means advances made under the Line of Credit in accordance
     with the terms and conditions set forth herein.

     "Revolving Loan Period" means that term as defined in SECTION 2.1.

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

     "Satisfaction of Modified Release  Conditions",  or  "Satisfaction,"  means
     such terms as defined in SECTION 2.8.1.

     "Section  3.9.2(A)  Property  Partnerships"  means  that term as defined in
     SECTION 3.9.2(A).

     "Senior Lien" means that term as defined in SECTION 5.24.

     "Shortfalls"  means  payment of a "Quarterly  Distribution  Shortfall,"  as
     defined in Section 4.2(d) of CharterMac Capital's Organizational Documents.

     "Special Limited Partner" means that term as defined in RECITAL F set forth
     above.

     "Subscription Documents" means that term as defined in Section 2.8.2(A).

     "Subscription Payments" means that term as defined in SECTION 2.8.1.

     "Subsidiaries"   means,   with  reference  to  any  Person   (including  an
     individual,  a corporation,  a partnership,  a limited liability company, a
     trust  or a  governmental  agency  or  instrumentality),  any  corporation,
     partnership,  association,  joint stock  company,  business  trust or other
     similar  organization  of whose total capital stock,  voting stock or other
     equity such Person  directly or  indirectly  owns or controls more than 50%
     thereof or any partnership,  limited  liability  company or other entity in
     which such Person  directly or  indirectly  has more than a 50% interest or
     which is controlled directly or indirectly by such Person.

     "Tangible  Assets" means, at the time of  determination  for the Person for
     whom Tangible  Assets is being  calculated,  Total Assets minus  Intangible
     Assets.

     "Tax  Credits"  means  federal low income  housing tax credits  pursuant to
     Section 42 of the Code.


                                       17
<PAGE>



     "TOPS   Program"   means   CharterMac's   Private   Label   Tender   Option
     Securitization Program with MBIA Insurance Corporation.

     "Total Assets" means, at the time of determination all assets of the Person
     for whom Total Assets is being calculated on a consolidated  basis for such
     Person and all of its  Subsidiaries  determined  in  accordance  with GAAP;
     PLUS,  solely for purposes of determining  Total Assets for CharterMac on a
     consolidated basis, and to the extent not otherwise included in determining
     "Total Assets," CharterMac's  proportionate share of the tangible assets of
     its or its  consolidated  Subsidiaries'  Minority  Holdings  determined  in
     accordance  with GAAP;  PLUS RCC's Value;  MINUS any assets included in the
     Total Assets of CharterMac on a  consolidated  basis solely  because of the
     application of FASB Interpretation 46.

     "Total Liabilities" means, at the time of determination (a) all liabilities
     of  the  Person  for  whom  Total  Liabilities  is  being  calculated  on a
     consolidated  basis for such  Person with all such  Person's  Subsidiaries,
     without   duplication,   determined  in   accordance   with  GAAP  and  all
     indebtedness  and  contingent  obligations of such Person on a consolidated
     basis,  whether or not so  classified,  including  all  obligations  to pay
     Preferred  Dividends,  all  Contingent  Liabilities  (reflected  on a  risk
     adjusted  basis in accordance  with the terms of Exhibit  7.2),  redemption
     obligations,  hedging and swap liabilities, and off-balance sheet financial
     transactions  as to which there is recourse to such Person or a Subsidiary;
     PROVIDED,  HOWEVER, (i) for purposes of valuing liabilities incurred in the
     ordinary course of business  pursuant to any Hedging  Agreement and not for
     speculation which are included under GAAP, such liabilities shall be valued
     on the  basis of the net  hedging  liability  thereunder,  and  (ii)  Total
     Liabilities shall not include any liability included through  consolidation
     solely  because of the  application of FASB  Interpretation  46. Solely for
     purposes  of   determining   "Total   Liabilities"   for  CharterMac  on  a
     consolidated  basis,  CharterMac's  Total Liabilities shall be increased to
     include,  to the extent not otherwise included in "Total  Liabilities," (y)
     CharterMac's  proportionate  share of the total liabilities of its Minority
     Holdings as determined in accordance with GAAP, plus (z) availability under
     any BofA Financing  utilized  pursuant to SECTION 7.3(II) of this Agreement
     to satisfy the liquidity  covenant set forth in SECTION 7.3 hereof.  Solely
     for the purposes of SECTION 7.5 of this Agreement,  Total Liabilities shall
     not include any redemption obligations with respect to preferred stock that
     is not redeemable prior to January 1, 2009.

     "Unaffiliated  Property  Partnerships"  means those  Property  Partnerships
     which are not Affiliated Property Partnerships.

     "Unit or Units" means those terms as defined in the Approved  Prospectus of
     an Investment Partnership.

     "Unrated" means an MRC Investor for whom S&P does not determine a Rating.

     "Warehouse  Cash  Collateral"  means  all RCC  Funds  associated  with  the
     issuance  of  Letters  of Credit  and,  in the event RCC  elects to provide
     Co-Funding  Collateral  pursuant  to clause (A) of  SECTION  3.10.1 of this
     Agreement, such Cash and High Quality Marketable Securities comprising such
     Co-Funding Collateral.

     "Warehouse Cash  Collateral  Account" means the blocked deposit account no.
     9433-152596  maintained  by RCC with the Agent for the  purpose  of holding
     Warehouse Cash Collateral and funds required to cash collateralize  Letters
     of Credit as described in SECTION 2.1.4(D).

     "Warehouse Cash Collateral Agreement" means that certain Second Amended and
     Restated Warehouse Cash Collateral Agreement dated as of November 17, 2003,
     executed and delivered by RCC in favor of the Agent.

For purposes of this Agreement, except as otherwise expressly provided herein or
unless the context otherwise requires:

          (i) references to any Person defined in this SECTION 1.1 refer to such
     Person and its  successor  in title and assigns or (as the case may be) his
     successors,  assigns,  heirs,  executors,  administrators  and other  legal
     representatives;


                                       18
<PAGE>



          (ii) references to this Agreement refer to such document as originally
     executed, or if subsequently varied,  supplemented or restated from time to
     time, as so varied, supplemented or restated and in effect at that relevant
     time of reference thereto;

          (iii) words  importing  the singular only shall include the plural and
     vice versa,  and words  importing  the  masculine  gender shall include the
     feminine  gender and vice versa,  and all references to dollars shall be to
     United States Dollars; and

          (iv)  grammatical  variations of terms defined in this Agreement shall
     be defined with reference to and in the context of such defined terms (e.g.
     "Controlling,"  "Controlled,"  etc.  shall be defined in the context of the
     definition  of the word  "Control" to refer to situations in which a Person
     holds  greater than sixty  percent (60%) of the equity of an entity and the
     power and authority to elect or otherwise determine a majority of the Board
     of Directors or similar governing body of such entity).

     1.2 ACCOUNTING TERMS AND  DETERMINATIONS.  All accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance  with GAAP as in effect from time to time,  except for changes  after
the date  hereof in such  principles  as they  relate to  inflation  accounting,
applied on a basis  consistent  (except for changes  approved by the  Borrower's
Accountants) with the most recent audited  financial  statements of the Borrower
delivered to the Banks.

                                    SECTION 2
                            THE CREDIT ACCOMMODATIONS

     2.1 THE CREDIT ACCOMMODATIONS.

          2.1.1 For a period commencing on the date hereof and ending at 2:00 PM
U.S.  Eastern Time on October 27, 2006 (the "Revolving Loan Period"),  the Banks
agree,  severally but not jointly,  to grant, and the Borrower agrees to borrow,
from time to time,  portions of the Loan in a total principal  amount no greater
than the Loan Amount and on such terms  agreed to by the  Borrower and the Agent
and the  Banks,  including  the  terms set forth  herein  and in the other  Loan
Documents,  and the Banks  agree  that the Agent,  on behalf of the Banks,  will
issue Letters of Credit to the Borrower at the Borrower's  request in accordance
with SECTION 2.1.4.  From and after the expiration of the Revolving Loan Period,
the Banks shall be under no obligation to grant or issue, and shall not grant or
issue, and the Borrower shall not be permitted to borrow or request the issuance
of, and shall not borrow or request  the  issuance  of, any  Revolving  Loans or
Letters of Credit pursuant to the terms of this Agreement.

          2.1.2  Notwithstanding  the foregoing paragraph or any other provision
of this Agreement,  the Revolving Loan Period shall end immediately in the event
that:

          (A)  any Revolving Loan advanced, or Letter of Credit issued to permit
               the  Borrower  to make  Capital  Contributions  to an  Investment
               Partnership  have not been  paid in full or  expired  (including,
               without  limitation,  all Obligations  relating to such advances,
               credit  accommodations  or Letters of Credit)  within two hundred
               ten (210)  days from the date on which the Agent  first  advanced
               the  Revolving  Loan  funds or issued the Letter of Credit to the
               Borrower with respect to such Investment Partnership;

          (B)  any Revolving Loan advanced, or Letter of Credit issued to permit
               the  Borrower  to make  Capital  Contributions  to an  Investment
               Partnership which then has greater than 10% of its investments in
               Projects  that  then  currently  have  Tax  Credits   flowing  to
               investors,  have not  been  paid in full or  expired  (including,
               without  limitation,  all Obligations  relating to such advances,
               credit  accommodations  or Letters of Credit)  within one hundred
               twenty (120) days from the date on which the Agent first advanced
               the  Revolving  Loan  funds or issued the Letter of Credit to the
               Borrower with respect to such Investment Partnership;


                                       19
<PAGE>



          (C)  any Revolving Loan advanced, or Letter of Credit issued to permit
               the Borrower to make Pre-Development  Loans have not been paid in
               full or expired (including,  without limitation,  all Obligations
               relating to such advances,  credit  accommodations  or Letters of
               Credit) within one hundred  eighty-two  (182) days of the date on
               which the Agent first advanced any Revolving Loan funds or issued
               any Letter of Credit with respect to such Pre-Development Project
               (such  182-day  period to  commence as of such time as an initial
               Pre-Development  Loan to a Project  Owner has been made,  even if
               such  Pre-Development  Loan is repaid  and a new  Pre-Development
               Loan to such Project Owner is subsequently  made);  provided that
               the Borrower need not repay advances nor shall any such Letter of
               Credit be required to expire  within such  182-day  period (a) so
               long as (i) the  Revolving  Loan  funds or Letter  of Credit  are
               subsequently  utilized by the Borrower within such 182-day period
               to make a Capital  Contribution  to an Investment  Partnership in
               order to acquire the Property LP Interests in or to make a Direct
               Investment  in the  Property  Partnership  related to the Project
               Owner receiving such Pre-Development Loan, in which case the time
               for repayment of such  Revolving  Loan funds or the expiration of
               such  Letter of  Credit  shall be 210 days from the date that the
               Borrower  uses the funds or tenders  the Letter of Credit to make
               such  Capital  Contribution  or  Direct  Investment  and (ii) all
               conditions for such Capital  Contribution or Direct Investment as
               set  forth  in this  Agreement  are met or (b)  with  respect  to
               amounts up to an  aggregate  of SIX  MILLION  TWO  HUNDRED  FIFTY
               THOUSAND DOLLARS ($6,250,000), the Borrower has elected to extend
               such 182-day period with respect to a particular  Pre-Development
               Loan by an additional  ninety (90) days by giving  written notice
               to the Agent  not less  than  three  Business  Days  prior to the
               expiration of such 182-day period;

          (D)  the Borrower,  any Guarantor or any of their Subsidiaries  (other
               than  Unaffiliated  Property  Partnerships)  fails to  perform or
               observe any covenant,  term, provision,  condition,  agreement or
               obligation  under any of the Loan  Documents  or any other  note,
               guaranty, agreement or instrument in favor of any of the Banks;

          (E)  all  Obligations   outstanding  with  respect  to  the  aggregate
               principal  amount of portions of the Loan  outstanding  for which
               there has been a Satisfaction of Modified Release Conditions have
               not been paid within one hundred  twenty (120) days from the date
               such Satisfaction occurred; or

          (F)  any Revolving Loan advanced, or Letter of Credit issued to permit
               the Borrower to make Direct Investments in a Property Partnership
               have not been  repaid in full or expired  within two  hundred ten
               (210) days from the date of the first such advance; provided that
               with  respect to amounts up to an  aggregate  of FIFTEEN  MILLION
               DOLLARS ($15,000,000), as to which the Borrower elects in writing
               (a)  concurrently  with the  submission  of the  applicable  Draw
               Certificate,  or (b),  if later,  subject to the  approval of the
               Agent,  to extend the maturity date of amounts so advanced or the
               expiration  date of such Letter of Credit by sixty (60) days such
               that all Obligations  relating to such amounts shall be repaid in
               full or such  Letter of Credit  shall  have  expired  within  two
               hundred  seventy  (270)  days  from the date of such  advance  or
               issuance,  any such advances have not been repaid in full or such
               Letter of Credit  shall have expired  within two hundred  seventy
               (270) days from the date of such advance or issuance.

          2.1.3 The  Borrower  may  request  that the  Revolving  Loan Period be
extended for purposes of permitting the Borrower to borrow  Revolving  Loans, or
for a Letter  of Credit to be  issued,  to be  utilized  by the  Borrower  or an
Investment Partnership to make an Equity Payment or Equity Payments, as the case
may be,  in  accordance  with  the  terms  of  this  Agreement  to any  Property
Partnership  which,  prior to the expiration of the applicable  364,  182/271 or
210/270 day repayment period set forth above, has previously  received an Equity
Payment or Equity Payments,  as the case may be, in accordance with the terms of
this Agreement,  and the Banks may, in their sole and  unrestricted  discretion,
grant or deny such request by unanimous  consent.  The Borrower shall pay to the
Banks, pro rata in accordance with their respective Commitment  Percentages,  an


                                       20
<PAGE>



extension fee of one quarter of one percent  (.25%) of each such advance or face
amount of each such  Letter of Credit (an  "Advance  Extension  Fee")  which the
Agent agrees to make in accordance with this paragraph.

          2.1.4 The Borrower may request (by submission to the Agent and each of
the Banks of an appropriate  Draw  Certificate  together with a letter of credit
application  and  agreement  and form of letter of credit)  that the Agent issue
Letters of Credit as a responsibility  of the Banks, pro rata in accordance with
their respective Commitment  Percentages.  Upon satisfaction of all requirements
of this Agreement  pertaining to Capital  Contributions,  Direct  Investments or
Pre-Development  Loans  (including,  without  limitation,  the  requirements  of
SECTIONS 2.1.2, 2.7, 3.8 and 3.9 hereof), and upon approval by each of the Banks
of the terms and  conditions of such Letters of Credit  (which  approval must be
given or denied  (with a  description  of the basis for such  denial) by written
notice to the Agent within two  Business  Days after  receipt of an  appropriate
Draw  Certificate  and may be given or denied  via  electronic  mail;  provided,
however,  that any Bank which fails to give such approval or express such denial
within the stated time period shall be deemed to have given such  approval  and,
if and to the extent the Agent has issued the applicable Letter of Credit, shall
then have an unconditional  obligation to fund its Commitment  Percentage of any
advances  made  pursuant  to SECTION  2.1.4(C)  hereof;  and  provided  further,
however,  that the Banks  agree  that if such Draw  Certificate,  the  letter of
credit  application and agreement and form of letter of credit  submitted by the
Borrower meet all of the  requirements of this Agreement and there does not then
exist a Default or Event of Default,  such  approval  shall not be denied),  the
Banks agree that the Agent,  on behalf of the Banks,  will issue such Letters of
Credit upon receipt by the Agent of (1) the applicable Draw  Certificate,  (2) a
deposit  into the  Warehouse  Cash  Collateral  Account  of funds from RCC in an
amount  equal to, (a) in the case of  Pre-Development  Loans,  two and  one-half
percent  (2.5%),  and  (b) in the  case  of  Capital  Contributions  and  Direct
Investments, two and one-half percent (2.5%), of the face amount of such Letters
of Credit in satisfaction of its obligation to provide RCC Funds under RECITAL J
hereof,  (3) such fees and charges as are  customarily  charged by the Agent for
like credit  accommodations,  and (4) such agreements and other instruments from
the  Borrower  and the  Guarantors  as the Agent  customarily  requires  in like
transactions,  including, but not limited to, a letter of credit application and
agreement. In addition:

          (A)  For such time as a Letter of Credit remains  outstanding,  ninety
               seven and  one-half  percent  (97.5%)  (with  respect  to Capital
               Contributions  and  Direct  Investments)  and  ninety  seven  and
               one-half percent (97.5%) (with respect to Pre-Development  Loans)
               of the undrawn face amount of such Letter of Credit (hereinafter,
               the "Letter of Credit Loan Amount" and collectively, with respect
               to all outstanding  Letters of Credit, the "Letter of Credit Loan
               Amounts")  shall  constitute  a credit  accommodation  under this
               Agreement  so as to reduce by that amount the portion of the Loan
               Amount remaining available to be drawn in accordance with SECTION
               2.1.1;

          (B)  The Letter of Credit Loan Amount pertaining to a Letter of Credit
               upon  which   funds  are  drawn  shall   constitute   an  advance
               outstanding   under  this  Agreement,   which  advance  shall  be
               considered  to  have  been   outstanding   for  all  purposes  as
               contemplated by SECTION 2.1.2 hereof, but not for purposes of the
               determination  of interest due and payable with respect  thereto,
               continuously  from  the date  that  such  Letter  of  Credit  was
               originally issued;

          (C)  For purposes of  determining  interest due and payable on account
               of the  advance  of funds by the Agent  upon  presentment  to the
               Agent of a Letter of  Credit,  the Letter of Credit  Loan  Amount
               shall  constitute a Revolving Loan at such time as such funds are
               actually  advanced by the Agent and interest shall accrue thereon
               in accordance with the terms of this Agreement.  Immediately upon
               the Agent  advancing  such funds  under a Letter of Credit,  such
               advance  shall   constitute   the  making  of  a  Revolving  Loan
               hereunder,  and all of the Banks shall advance funds to the Agent
               as required  in  connection  with the making of an advance  under
               this Agreement;

          (D)  In  the  event  a  Letter  of  Credit  issued  hereunder  has  an
               expiration  date later than (i) the Maturity Date or (ii) the end
               of  the   repayment   period   for  the   Capital   Contribution,
               Pre-Development  Loan or Direct  Investment with respect to which
               the Borrower has requested the issuance of such Letter of Credit,
               the Borrower and each Guarantor jointly and severally, shall have
               deposited funds into the Warehouse Cash Collateral  Account in an


                                       21
<PAGE>



               amount  equal  to  100%  of the  Letter  of  Credit  Loan  Amount
               applicable  to such  Letter of Credit  prior to the  earliest  to
               occur of (A) 30 days before the  Maturity  Date or (B) the end of
               the applicable repayment period set forth above in SECTION 2.1.2.

          2.1.5 All  Obligations  incurred  with respect to any  Revolving  Loan
made, or Letter of Credit issued hereunder,  shall be paid within the applicable
repayment  periods set forth in this SECTION 2.1. All payments  shall be applied
first to the  payment of all Loan Fees,  expenses  and other  amounts due to the
Banks  (excluding  principal and interest),  then to accrued  interest,  and the
balance on account of outstanding principal on the Loan; provided, however, that
after a Default or an Event of Default has occurred and is continuing,  payments
will be  applied  to the  Obligations  as the  Banks  determine  in  their  sole
discretion.  If the entire  amount of any  required  principal  and/or  interest
payment is not paid in full within  fifteen (15) days after the same is due, the
Borrower  shall pay to the Agent,  ratably for the benefit of the Banks,  a late
fee equal to five  percent  (5%) of the required  payment.  Notwithstanding  any
other provision of this Agreement:

          (A)  Obligations  incurred  by  the  Borrower  with  respect  to  each
               Property  Partnership  or Project  Owner  receiving  Combined Tax
               Credits shall be repaid no later than the earlier of (a) the last
               day of the repayment period applicable to such  Obligations,  and
               (b)  ninety  (90) days  before  the  projected  date on which the
               certificate  of occupancy  for the Project  associated  with such
               Property  Partnership  or  Project  Owner  is  anticipated  to be
               issued, as stated in the applicable Draw Certificate; and

          (B)  The Borrower shall  immediately  repay all  obligations  incurred
               with  respect to any Property  Partnership  (including a Property
               Partnership   whose  equity   interests  have  been  acquired  by
               Investment Partnerships) if and when such Property Partnership no
               longer meets the  investment  criteria set forth in EXHIBIT 3.8.5
               with respect to the  eligibility  of such Property  Partnership's
               Tax Credits.  If any party discovers that a Property  Partnership
               no longer  meets  such  investment  criteria,  such  party  shall
               immediately notify the Agent, each of the Banks, the Borrower and
               the Guarantors of that fact.

     2.2 TERM OF  AGREEMENT.  This  Agreement  shall  continue in full force and
effect so long as any  Obligation  remains  outstanding.

     2.3 PREPAYMENT OF THE OBLIGATIONS;  REDUCTION OF LOAN AMOUNT.  The Borrower
may prepay any  Obligation,  except as set forth in SECTION 2.5 for  Obligations
with respect to which the Borrower has elected the LIBOR Rate,  in whole or part
at any time or from  time to time,  with  accrued  interest  to the date of such
prepayment  on the amount  prepaid,  but without  premium or  penalty.  Any such
partial   prepayment   shall  be  applied   against   the   advances  or  credit
accommodations  under the Line of Credit as the Borrower shall direct so long as
there is not then  outstanding  any Default or Event of Default  and,  after the
occurrence  of such  Default or Event of Default,  as the  Majority  Banks shall
determine in their unrestricted  discretion.  The Borrower may from time to time
by written notice  delivered to the Agent at least three (3) Business Days prior
to the date of the  requested  reduction,  reduce  the Loan  Amount by  integral
multiples of $100,000 as to any unborrowed portion of the Loan Amount, but in no
event  shall the Loan Amount be reduced  below Ten  Million  and No/100  Dollars
($10,000,000.00).  Any  such  reduction  shall  be made  PRO  RATA  based on the
Commitment  Percentage  of each of the Banks.  No  reduction  of the Loan Amount
shall be subject to reinstatement.

     2.4  EVIDENCE OF INDEBTEDNESS, MATURITY.

          2.4.1  The  Loan  shall be  evidenced  by the  Notes in the  aggregate
principal amount of the Loan Amount.  The outstanding  principal  balance of the
Loan,  together with accrued interest thereon,  and all other amounts payable by
the Borrower under the terms of the Loan Documents,  shall be due and payable on
October 27, 2006 (the "Original Maturity Date").


                                       22
<PAGE>



          2.4.2  If  there  is not then in  existence  any  Default  or Event of
Default,  the Borrower may elect to extend the  Original  Maturity  Date for one
hundred  eighty-two  (182) days by giving  notice of the exercise of such option
not less than sixty (60) days nor greater than  seventy-five  (75) days prior to
the Original Maturity Date and upon (i) the giving of such notice,  and (ii) the
Borrower  paying  to the  Banks,  pro rata in  proportion  to  their  respective
Commitment Percentages, an extension fee of one-quarter of one percent (.25%) of
the principal  balance of the Loan then  outstanding (the "Line Extension Fee"),
the Original  Maturity  Date shall be extended  for such one hundred  eighty-two
(182) day period.  The date upon which the  outstanding  principal  amount,  all
accrued  interest  and all other  amounts  payable  by  Borrower  under the Loan
Documents,  whether due on the Original  Maturity  Date or on the extended  date
permitted  by this  SECTION  2.4.2,  or by virtue of  acceleration  pursuant  to
SECTION 8 hereof,  shall be  referred  to herein  as the  "Maturity  Date."  The
extension of the Original  Maturity Date in accordance  with the foregoing shall
not in any way extend  the period of time  during  which the  Borrower  can seek
advances or credit  accommodations  under the Line of Credit by extension of the
Revolving Loan Period or otherwise.

     2.5  INTEREST, LOAN FEES AND PAYMENT OF EXPENSES.

          2.5.1 INTEREST RATE.  Revolving  Loans  outstanding  from time to time
shall bear  interest  at a rate per annum equal to the Prime Rate in effect from
time to  time  plus  one  hundred  twenty-five  one-thousandths  of one  percent
(0.125%) per annum;  provided that Revolving Loans outstanding as to which there
has been a Satisfaction of Modified  Release  Conditions  attributable to an MRC
Investor which has received a Rating not less than BBB- shall bear interest at a
rate per annum equal to the Prime Rate in effect from time to time.  Interest on
Revolving  Loans  shall be  payable  to the Agent for the  benefit  of the Banks
monthly  in  arrears  on the first  Business  Day of each  calendar  month.  All
computations  of interest  accruing on the unpaid  balance of Loans from time to
time shall be calculated on the basis of a 360-day year for the actual number of
days  elapsed.  From and after the  occurrence  of an Event of  Default  and the
expiration  of the 15-day  cure  period for such Event of Default as provided in
SECTION 8.1, and during the  continuation  of such Event of Default,  the unpaid
balance of the Revolving Loans shall bear interest,  to the extent  permitted by
law,  at the  annual  rate of  interest  equal to four  percent  (4%)  above the
interest rate applicable to such Revolving Loans in effect on the first Business
Day prior to the  occurrence of such Event of Default,  which  interest shall be
compounded monthly and payable on demand.

          2.5.2 LIBOR INTEREST RATE OPTION.

          (A)  At the option of the Borrower,  so long as no Default or Event of
               Default has  occurred  and is then  continuing,  the Borrower may
               elect from time to time prior to the Maturity Date to have all or
               a portion of the  unpaid  principal  amount of (a) any  Revolving
               Loan bear interest  during any  particular  Interest  Period with
               reference  to the  LIBOR  Rate or (b) any  Revolving  Loans as to
               which  there  has  been and  continues  to be a  Satisfaction  of
               Modified  Release  Conditions  attributable  to  a  specific  MRC
               Investor bear interest at the Modified LIBOR Rate; provided, that
               any such  portion of any Loan shall be in an amount not less than
               $500,000 or some  greater  integral  multiple  of  $100,000  with
               respect to any  single  Interest  Period.  Each  Interest  Period
               selected  hereunder shall commence on the first day of a calendar
               month.  Any election by the Borrower to have interest  calculated
               at the LIBOR Rate or Modified  LIBOR Rate shall be made by notice
               (which  shall be  irrevocable)  to the  Agent at least  three (3)
               Business  Days  prior to the first day of the  proposed  Interest
               Period for each Revolving Loan,  specifying the LIBOR Rate Amount
               and the  duration  of the  proposed  Interest  Period  applicable
               thereto  (which  must  be for  one,  two,  three,  six or  twelve
               months). Any such election of a LIBOR Rate or Modified LIBOR Rate
               shall lapse at the end of the  expiring  Interest  Period  unless
               extended by a further election notice provided in accordance with
               this paragraph.  Except as otherwise provided herein,  each LIBOR
               Rate  Amount  shall bear  interest  during each  Interest  Period
               relating  thereto at the LIBOR Rate plus 170 basis points (1.70%)
               or, in the case of the Modified LIBOR Rate, at the annual rate as
               set forth in the  definition  of such term in SECTION 1.1 hereof.
               Interest on each LIBOR Rate Amount  shall be payable to the Agent
               for the  benefit  of the Banks  monthly  in  arrears on the first
               Business day of each  calendar  month and on the last day of each
               Interest Period relating thereto.


                                       23
<PAGE>



          (B)  The  Borrower  shall pay to the  Agent,  on behalf of the  Banks,
               pro-rata   in   proportion   to   their   respective   Commitment
               Percentages,  the LIBOR Reserve  Charge,  if any, with respect to
               LIBOR Rate Amounts of the Loan  outstanding  from time to time on
               the dates interest is payable on such LIBOR Rate Amounts.

          (C)  The Agent shall forthwith upon determining any LIBOR Rate provide
               notice  thereof to the Borrower and each of the Banks.  Each such
               notice shall be conclusive and binding upon the Borrower,  absent
               manifest error.

          (D)  If, with respect to any Interest  Period,  the Agent is unable to
               determine the LIBOR Rate relating thereto,  or adverse or unusual
               conditions  in or  changes  in  applicable  law  relating  to the
               applicable Eurodollar interbank market make it illegal or, in the
               reasonable judgment of the Agent, impracticable,  to fund therein
               the  LIBOR  Rate  Amount  or  make  the   projected   LIBOR  Rate
               unreflective  of the actual costs of funds therefor to the Agent,
               or if it shall become  unlawful for the Agent to charge  interest
               on the Loans on a LIBOR Rate basis,  then in any of the foregoing
               events  the Agent  shall so notify the  Borrower  and each of the
               Banks and interest will be  calculated  and payable in respect of
               such projected Interest Period (and thereafter for so long as the
               conditions  referred  to in  this  sentence  shall  continue)  by
               reference  to the Prime Rate in  accordance  with  SECTION  2.5.1
               hereof.

          (E)  If any Interest  Period would otherwise end on a day which is not
               a Business  Day for LIBOR Rate  purposes,  that  Interest  Period
               shall end on the Business Day next  preceding or next  succeeding
               such day as determined by the Agent in accordance  with its usual
               practice,  of which the Agent shall  notify the Borrower and each
               of the Banks at the beginning of such Interest Period.

          (F)  The  Borrower  may prepay a LIBOR Rate  Amount only upon at least
               three (3)  Business  Days prior  written  notice to the Agent and
               each of the Banks (which  notice shall be  irrevocable),  and any
               such prepayment  shall occur only on the last day of the Interest
               Period for such LIBOR Rate Amount.  The Borrower shall pay to the
               Agent,  on behalf of the  Banks pro rata in  proportion  to their
               respective Commitment  Percentages,  upon request of the Agent or
               any Bank,  such amount or amounts as shall be sufficient  (in the
               reasonable  opinion of the Agent or any Bank) to  compensate  the
               Banks for any loss, cost, or expense incurred as a result of: (i)
               any  payment of a LIBOR Rate Amount on a date other than the last
               day of the Interest Period for such Loan; (ii) any failure by the
               Borrower to borrow a LIBOR Rate Amount on the date  specified  by
               the Borrower's written notice;  (iii) any failure by the Borrower
               to pay a LIBOR Rate Amount on the date for payment  specified  in
               the Borrower's  written notice.  Without  limiting the foregoing,
               the  Borrower  shall  pay to the  Agent on behalf of the Banks in
               proportion to their Commitment  Percentages a "yield  maintenance
               fee" in an amount  computed  as  follows:  The  current  rate for
               United States Treasury  securities  (bills on a discounted  basis
               shall be converted  to a bond  equivalent)  with a maturity  date
               closest to the term chosen  pursuant to the  Interest  Period for
               the LIBOR Rate Amount as to which the  prepayment is made,  shall
               be  subtracted  from  the  LIBOR  Rate in  effect  at the time of
               prepayment.  If the  result is zero or a negative  number,  there
               shall be no yield  maintenance  fee.  If the result is a positive
               number, then the resulting  percentage shall be multiplied by the
               amount of the  outstanding  principal  balance  of the LIBOR Rate
               Amount being  prepaid.  The resulting  amount shall be divided by
               360  and  multiplied  by the  number  of days  remaining  in such
               Interest  Period.  Said amount shall be reduced to present  value
               calculated by using the above  referenced  United States Treasury
               securities rate and the number of days remaining in such Interest
               Period.  The resulting amount shall be the yield  maintenance fee
               due to the Agent upon the payment of a LIBOR Rate  Amount.  If by
               reason  of a  Default  or an Event of  Default,  the Agent or the
               Majority Banks,  as applicable,  elect to declare the Obligations
               to be immediately due and payable, then any yield maintenance fee
               with  respect to a LIBOR Rate Amount shall become due and payable
               in the same  manner as though the  Borrower  had  exercised  such
               right of prepayment.


                                       24
<PAGE>



          2.5.3  RENEWAL  FEE.  The  Borrower  acknowledges  and agrees that the
"Renewal  Fee" (defined as a THREE  HUNDRED  THIRTY SEVEN  THOUSAND FIVE HUNDRED
DOLLARS  ($337,500.00) renewal fee) has been fully earned upon execution of this
Agreement and shall be due and payable on the date hereof.  The Borrower and the
Banks  acknowledge  and agree that the Renewal Fee will be paid to the Agent for
the  benefit  of each of the Banks pro rata in  proportion  to their  respective
Commitment Percentages.

          2.5.4  FACILITY  FEE. The Borrower  agrees to pay the  "Facility  Fee"
(defined as ten one  hundredths  of one  percent  (0.10%) per annum of the daily
average  portion of the Loan  Amount  that is not drawn under the Line of Credit
during a calendar  quarter) in arrears on the last day of each calendar  quarter
following  the date  hereof,  with the first  such  payment  due and  payable on
December  31, 2005 and the last such  payment  due and  payable on the  Maturity
Date.  The  Borrower and the Banks  acknowledge  and agree that the Facility Fee
will be paid to the  Agent  for the  benefit  of each of the  Banks  pro rata in
proportion to their respective Commitment Percentages.

          2.5.5  EXTENSION FEES. See SECTIONS 2.1.3 and 2.4.2

          2.5.6 LETTER OF CREDIT FEE. The  Borrower  agrees to pay  quarterly in
arrears to the Agent,  for the  benefit  of the Banks in  accordance  with their
respective Commitment  Percentages,  for issuance of a Letter of Credit pursuant
to SECTION  2.1.4,  a fee equal to one and seven tenths percent (1.7%) per annum
of the face amount of each such Letter of Credit  outstanding  from time to time
("Letter of Credit Fee").

          2.5.7 PAYMENT OF FEES. The Borrower and the Banks hereby authorize the
Agent to disburse  proceeds of the Loan to pay the Loan Fees and the  reasonable
fees and  expenses  of the  Agent's and each  Bank's  respective  legal  counsel
(including  in-house  counsel)  notwithstanding  that the  Borrower may not have
requested a disbursement of such amount.  Such disbursements  shall constitute a
portion of the outstanding principal balance of the Notes and shall be deemed to
be the first  principal  amounts  repaid  by the  Borrower  in making  principal
payments,  whether or not  designated as such by the Borrower.  Invoices for all
expenses  charged  to the  Borrower  pursuant  hereto  will be  provided  to the
Borrower by the Agent prior to any such disbursement.

          2.5.8 If the Agent shall have determined that the adoption,  after the
date hereof, of any applicable law, rule,  regulation,  guideline,  directive or
request (whether or not having the force of law) regarding capital  requirements
for banks or bank holding companies, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority,  central
bank or comparable  agency  charged with the  interpretation  or  administration
thereof,  or  compliance  by any  Bank  with  any of the  foregoing  imposes  or
increases a requirement by any Bank to allocate capital resources to such Bank's
commitment  to make  Loans  hereunder  which  has or would  have the  effect  of
reducing the return on such Bank's capital to a level below that which such Bank
could have  achieved  (taking  into  consideration  such  Bank's  then  existing
policies with respect to capital  adequacy and assuming full utilization of such
Bank's capital) but for such adoption, change or compliance by any amount deemed
by the Agent to be  material,  then:  (1) the  Agent  shall  promptly  after its
determination of such occurrence give notice thereof to the Borrower; and (2) to
the  extent  that  the  costs of such  increased  capital  requirements  are not
reflected in the Prime Rate or the LIBOR Rate,  the Borrower and the Agent shall
thereafter attempt to negotiate in good faith, within thirty (30) days following
the date the Borrower receives such notice, an adjustment payable hereunder that
will adequately compensate such Bank in light of the circumstances. If the Agent
and the Borrower are unable to agree to such adjustment  within thirty (30) days
following the date upon which the Borrower receives such notice, then commencing
on the date of such notice (but no earlier than the  effective  date of any such
increased capital requirement),  the fees payable hereunder shall increase by an
amount that will,  in the Agent's  reasonable  determination,  provide  adequate
compensation.  The  provisions  of this  SECTION  2.5.8  shall be applied to the
Borrower  so as  not  to  discriminate  against  the  Borrower  vis-a-vis  other
customers of the Banks.

          2.5.9 Anything  hereinbefore to the contrary  notwithstanding,  if any
future  applicable law (which  expression,  as used in this Agreement,  includes
statutes and rules and regulations thereunder and interpretations thereof by any
competent  court or by any  governmental  or other  regulatory  body or official
charged with the  administration  or the  interpretation  thereof and  requests,
directives, instructions and notices at any time or from time to time heretofore
or hereafter  made upon or  otherwise  issued to any of the Banks by any central
bank or other  fiscal,  monetary or other  authority,  whether or not having the
force of law) shall (1) subject any of the Banks to any tax, levy, impost, duty,
charge,  fee,  deduction  or  withholding  of any  nature  with  respect to this


                                       25
<PAGE>



Agreement,  the Loans or the  payment to any of the Banks of any  amounts due to
them  hereunder,  or (2) materially  change the basis of taxation of payments to
any of the  Banks of the  principal  or the  interest  on or any  other  amounts
payable to such Bank hereunder,  or (3) impose or increase or render  applicable
any special or supplemental  special deposit or reserve or similar  requirements
or assessment  against  assets held by, or deposits in or for the account of, or
any  liabilities of, or loans by an office of any of the Banks in respect of the
transactions  contemplated  herein,  or (4) impose on any of the Banks any other
conditions or requirements  with respect to this  Agreement,  the Loan Amount or
any Loan,  and the result of any of the foregoing is (a) to increase the cost to
making,  funding or maintaining  all or any part of the Loans,  or (b) to reduce
the amount of  principal,  interest or other amount  payable to any of the Banks
hereunder,  or (c) to require  any of the Banks to make any payment or to forego
any  interest or other sum  payable  hereunder,  the amount of which  payment or
foregoing  interest or other sum is  calculated by reference to the gross amount
of any sum  receivable  or  deemed  received  by the  Banks  from the  Borrowers
hereunder, then, and in each such case not otherwise provided for hereunder, the
Borrowers  will,  upon  demand  made by the Agent  accompanied  by  calculations
thereof in reasonable  detail,  pay to such Bank such additional amounts as will
be sufficient  to  compensate  such Bank for such  additional  cost,  reduction,
payment  or  foregoing  interest  or other  sum,  provided  that  the  foregoing
provisions of this sentence shall not apply in the case of any additional  cost,
reduction,  payment or foregoing  interest or other sum resulting from any taxes
charged upon or by reference to the overall net income, profits or gains of such
Bank.

     2.6 RENEWAL OF CREDIT ACCOMMODATIONS.  Upon request of the Borrower made in
writing at least  ninety (90) days but not greater  than one hundred  five (105)
days prior to the Maturity  Date,  if there shall not then be in  existence  any
Default or Event of Default,  the  Borrower  may request  that the Agent and the
Banks  renew the credit  accommodations  and the Line of Credit  made  available
pursuant  to the terms of this  Agreement.  The  Banks  may,  in their  sole and
unrestricted  discretion,  approve the Borrower's  request for a renewal and, if
approved,  such request shall become  effective on such terms and  conditions as
are agreed upon by the Agent,  the Banks and the  Borrower,  provided that there
shall not at the Maturity  Date be in existence any Default or Event of Default.
The foregoing  provisions of this SECTION 2.6 do not  constitute a commitment to
lend by the Agent or any of the Banks.

     2.7 SECURITY FOR THE LOAN, RELEASE OF COLLATERAL. The Loan shall be secured
by the  Collateral,  which  security  shall be evidenced in the manner set forth
below.  Any and all Collateral held by the Agent on behalf of the Banks pursuant
to the  Original  Agreement  shall  continue  to be  held  as  security  for the
Obligations and shall be subject to the terms and conditions set forth herein.

          2.7.1 The  Collateral  with respect to each advance which is requested
by the Borrower to make a Capital Contribution to an Investment  Partnership and
the release of such Collateral shall be governed by this SECTION 2.7.1.

          (A)  Concurrently  with the  Borrower's  execution and delivery of the
               Initial Draw  Certificate  for each Investment  Partnership,  the
               Borrower  and the  Guarantors  shall cause to be delivered to the
               Agent, the following:

               (i)  the  certificates,  if any,  representing  the Investment LP
                    Interests in such Investment  Partnership  (which Investment
                    LP Interests  have been pledged to the Agent pursuant to the
                    Credit  Facility  Global  Pledge  Agreement),  together with
                    undated assignments thereof executed in blank;

               (ii) GP  Holdings  shall  deliver  the   certificates,   if  any,
                    representing  the equity interests in the General Partner of
                    such  Investment  Partner (which equity  interests have been
                    pledged  to the  Agent in  accordance  with the GP  Holdings
                    Global Pledge Agreement),  together with undated assignments
                    thereof executed in blank by GP Holdings;

               (iii) an Investment Partnership Pledge Agreement, executed by the
                    applicable Investment Partnership, substantially in the form
                    of EXHIBIT 2.7.1 attached hereto,  pledging (x) all Property
                    LP  Interests  in all  Property  Partnerships  at  any  time
                    acquired by such Investment Partnership,  and (y) all equity
                    interests in the Special  Limited  Partner  associated  with
                    such Investment Partnership,  in each case together with the


                                       26
<PAGE>



                    certificates,   if  any,   representing   such  Property  LP
                    Interests  and  equity  interests  and  undated  assignments
                    thereof  executed in blank by such  Investment  Partnership,
                    and UCC-1 financing  statements  related to such Property LP
                    Interests and equity interests; and

               (iv) executed copies of the Organizational  Documents,  complying
                    with Sections 5.6 and 5.22, of the  Investment  Partnership,
                    its General  Partner and Special  Limited  Partner,  and the
                    Property  Partnership  whose Property LP Interests are being
                    acquired with the proceeds of such Capital  Contribution and
                    executed copies of the following documents:

                    (a)  the contribution  agreement  describing such Investment
                         Partnership's  obligation to make capital contributions
                         to the Property Partnership,

                    (b)  the  promissory   note   evidencing   such   Investment
                         Partnership's   obligation   to   make   such   capital
                         contributions; and

                    (c)  the   Property   Partnership   Pledge   securing   such
                         Investment   Partnership's   obligation  to  make  such
                         capital contributions.

          (B)  Concurrently  with the  Borrower's  execution and delivery of any
               Draw Certificate  subsequent to the execution and delivery of the
               Initial Draw Certificate for a specific  Investment  Partnership,
               the  Borrower and the  Guarantors  shall cause to be delivered to
               the Agent:

               (i)  executed copies of the Organizational  Documents,  complying
                    with  Section  5.22,  of  each  Property  Partnership  whose
                    Property LP Interests are being acquired by such  Investment
                    Partnership with the proceeds of each advance requested in a
                    subsequent  Draw  Certificate  and  executed  copies  of the
                    following documents:

                    (a)  the contribution  agreement  describing such Investment
                         Partnership's  obligation to make capital contributions
                         to the Property Partnership,

                    (b)  the  promissory   note   evidencing   such   Investment
                         Partnership's   obligation   to   make   such   capital
                         contributions; and

                    (c)  the   Property   Partnership   Pledge   securing   such
                         Investment   Partnership's   obligation  to  make  such
                         capital contributions; and

               (ii) the  certificates,  if any,  representing  such  Property LP
                    Interests  (which have been pledged to the Agent pursuant to
                    the  Investment   Partnership  Pledge  Agreement  previously
                    executed  and  delivered  by such  Investment  Partnership),
                    together with undated  assignments thereof executed in blank
                    by such Investment Partnership.

          (C)  Solely upon the fulfillment of the Release  Conditions related to
               an  Investment  Partnership  (provided  that there is not then in
               existence a Default or an Event of Default that will not be fully
               cured  upon such  fulfillment),  the  Agent  and the Banks  shall
               promptly release all of their security  interests,  including the
               delivery to the Borrower of UCC termination statements or partial
               releases for the appropriate jurisdiction,  in (a) the Investment
               LP  Interests  in such  Investment  Partnership,  (b) the  equity
               interests in such  Investment  Partnership's  General Partner and
               Special  Limited  Partner,  and (c)  all  Property  LP  Interests
               acquired by such Investment Partnership.


                                       27
<PAGE>



          2.7.2 The  Collateral  with respect to each  Property  Partnership  in
which the Borrower makes Direct  Investments  and the release of such Collateral
shall be governed by this SECTION 2.7.2.

          (A)  Concurrently  with the  Borrower's  execution and delivery of the
               Initial Draw  Certificate  for a Direct  Investment to a Property
               Partnership,  the Borrower and the  Guarantors  shall cause to be
               delivered to the Agent:

               (i)  executed copies of Organizational Documents,  complying with
                    SECTION 5.22, of each Property Partnership whose Property LP
                    Interests  are  being  acquired  by the  Borrower  with  the
                    proceeds of such Direct  Investment  and executed  copies of
                    the following documents:

                    (a)  the  contribution  agreement  describing the Borrower's
                         obligation  to  make  capital   contributions   to  the
                         Property Partnership,

                    (b)  the   promissory   note   evidencing   the   Borrower's
                         obligation to make such capital contributions, and

                    (c)  the Property Partnership Pledge securing the Borrower's
                         obligation to make such contributions;

               (ii) all  such  other  assignments,   pledges,  notes  and  other
                    instruments as may be required by the Agent to assign to the
                    Agent all of the  security  which the  Borrower  receives in
                    connection with the type of loan described in paragraph 2(c)
                    of RECITAL L above; and

               (iii) the  certificates,  if any,  representing  such Property LP
                    Interests  (which Property LP Interests have been pledged to
                    the Agent  pursuant  to the Credit  Facility  Global  Pledge
                    Agreement),   together  with  undated   assignments  thereof
                    executed in blank by the Borrower.

          (B)  The Agent shall promptly release all of its security  interest in
               the  Property LP Interests  for such  Property  Partnership,  and
               deliver to the Borrower  UCC  termination  statements  or partial
               releases for the appropriate jurisdictions:

               (i)  upon the  fulfillment of the Release  Conditions  related to
                    such Property  Partnership  (provided that there is not then
                    in  existence a Default or an Event of Default that will not
                    be fully cured upon such fulfillment); or

               (ii) upon the  Borrower's  transfer of such Property LP Interests
                    to an Investment Partnership which meets all of the criteria
                    and characteristics of an Investment  Partnership under this
                    Agreement,  provided  that the Agent shall have received all
                    of  the  Collateral  and  documents  set  forth  in  SECTION
                    2.7.1(A) with respect to such  Investment  Partnership.  The
                    release of such Collateral and documents required by SECTION
                    2.7.1(A) shall be governed by SECTION 2.7.1(C).

          2.7.3 The Collateral with respect to each Pre-Development Loan made by
the  Borrower to a  Pre-Development  Project  shall be governed by this  SECTION
2.7.3.

          (A)  Concurrently  with the  Borrower's  execution and delivery of the
               Initial  Draw  Certificate  for  a  Pre-Development   Loan  to  a
               Pre-Development  Project the  Borrower and the  Guarantors  shall
               cause to be delivered to the Agent:


                                       28
<PAGE>



               (i)  executed copies of the Organizational  Documents,  complying
                    (if  applicable)  with SECTION  5.22,  of the Project  Owner
                    receiving such Pre-Development  Loan, and executed copies of
                    the following documents:

                    (a)  the  Pre-Development  Loan Agreement which the Borrower
                         receives from the Project Owner,

                    (b)  the applicable Pre-Development Note, and

                    (c)  such other instruments, documents and agreements as may
                         be executed and delivered  between the Borrower and the
                         Project  Owner  or the  equityholders  of  the  Project
                         Owner;

               (ii) an allonge  executed by the  Borrower in the form of EXHIBIT
                    2.7.3(A)(II)   hereto,   which  allonge  shall  endorse  the
                    Pre-Development  Note  in  blank  and  be  attached  to  the
                    Pre-Development  Note executed by the Project Owner in favor
                    of the Borrower evidencing such Pre-Development Loan; and

               (iii) a  Collateral  Assignment,  Pledge and  Security  Agreement
                    executed   by  the   Borrower   in  the   form  of   EXHIBIT
                    2.7.3(A)(III) hereto, which shall assign to the Agent all of
                    the security which the Borrower  receives in connection with
                    its  Pre-Development  Loan,  which  security  shall  include
                    without  limitation  all  of the  Collateral  set  forth  in
                    paragraph 3 of RECITAL L above; and

               (iv) the certificates, if any, representing all of the Borrower's
                    Equity Interests in the Project Owner (if any) (which Equity
                    Interests  have been  pledged to the Agent  pursuant  to the
                    Credit  Facility  Global  Pledge  Agreement),  together with
                    undated assignments thereof executed in blank by Borrower.

          (B)  The Agent shall promptly release all of its security interest for
               such  Pre-Development  Project  and deliver to the  Borrower  UCC
               termination  statements or partial  releases for the  appropriate
               jurisdictions:

               (i)  Upon the  fulfillment of the Release  Conditions  related to
                    such  Pre-Development  Project  (provided  that there is not
                    then in existence a Default or an Event of Default that will
                    not be fully cured upon such fulfillment); or

               (ii) Upon the Borrower's  rollover of the Loan proceeds  utilized
                    for such  Pre-Development Loan into a Direct Investment or a
                    Capital Contribution, provided:

                    (a)  such Direct Investment or Capital Contribution complies
                         with  all of the  terms  and  conditions  as  otherwise
                         outlined in this Agreement; and

                    (b)  the Agent shall have received all of the Collateral and
                         documents  set forth in  SECTIONS  2.7.1(A)  AND (B) or
                         2.7.2(A),  as the case  may be,  with  respect  to such
                         Property  Partnership  or Investment  Partnership.  The
                         release of such  Collateral  and documents  required by
                         SECTIONS 2.7.1(A) AND (B) or 2.7.2(A) shall be governed
                         by SECTION 2.7.1(C) or 2.7.2(B), respectively.

          2.7.4 In addition to the Collateral  described or referenced elsewhere
in the Loan  Documents,  the  Collateral  with respect to all advances or credit
accommodations  requested  by the  Borrower  pursuant  to this  Agreement  shall
include the grant to the Agent,  on behalf of the Banks, by (i) GP Holdings of a
first perfected security interest in 51% of the Equity Interests in the Borrower
pursuant  to the GP  Holdings  Global  Pledge  Agreement,  (ii)  RCC of a  first
perfected  security  interest  in 49% of the Equity  Interests  in the  Borrower


                                       29
<PAGE>



pursuant to the RCC Equity Pledge  Agreement,  and (iii) the Borrower of a first
perfected security interest in all of the Equity Interests in Related Direct SLP
LLC pursuant to the Credit Facility Global Pledge Agreement.

          2.7.5 In order to facilitate the  consummation  of  transactions  with
third parties that may be required  from time to time in the ordinary  course of
the Borrower's  business in order to fulfill Release  Conditions,  if and to the
extent the Agent is required by the terms of SECTION 2.7 to release its security
interest in certain  Collateral,  upon the Borrower's  request,  the Agent shall
provide to the Borrower its written  commitment to release its security interest
in such Collateral upon such satisfaction of the Release Conditions.

     2.8  SATISFACTION OF MODIFIED RELEASE CONDITIONS.

          2.8.1 The Borrower and each Guarantor may satisfy  Release  Conditions
with respect to a particular  Investment  Partnership  (each, an "MRC Investment
Partnership")  from time to time by providing to the Agent, on behalf of and for
the benefit of the Banks, the right to receive the irrevocable and unconditional
subscription  payments  (the  "Subscription  Payments")  from certain  specified
investors  identified  in writing by the  Borrower  to the Agent that shall have
subscribed  to  invest  in  such  MRC  Investment  Partnership  (each,  an  "MRC
Investor"),  in  lieu of the  Borrower's  repayment  in full of all  Obligations
outstanding  with  respect to such MRC  Investment  Partnership  as  required by
clause (i) of the definition of Release  Conditions (a "Satisfaction of Modified
Release Conditions" or a "Satisfaction").

          2.8.2 At the request of the Borrower from time to time, a Satisfaction
of  Modified  Release  Conditions  shall  be  considered  accomplished  when the
Borrower  satisfies in full the following  conditions  upon terms and conditions
acceptable to the Agent and its counsel ("Modified Release Conditions"):

          (A)  the  offering  materials  for  such  MRC  Investment  Partnership
               provided  to each MRC  Investor  and the  subscription  documents
               executed and  delivered by each MRC Investor  (the  "Subscription
               Documents") shall be provided to the Agent and shall evidence the
               irrevocable and unconditional  obligation of such MRC Investor to
               make Subscription  Payments of sums certain within the earlier to
               occur of 120 days from the date of the proposed  Satisfaction  of
               Modified Release Conditions or the Maturity Date.

          (B)  the Borrower  shall have provided to the Agent,  on behalf of and
               for the  benefit of the  Banks,  (a) a first  perfected  security
               interest  in,  pledge  of and  lien on each  MRC  Investor's  (i)
               irrevocable  and  unconditional  obligation to make  Subscription
               Payments,  and (ii) Investment LP Interests in the MRC Investment
               Partnership,  and (b) the promissory  notes,  if any,  evidencing
               such irrevocable and unconditional obligations, together with any
               certificate  or  other  writing  evidencing  such  Investment  LP
               Interest and an allonge for each such note in the form of EXHIBIT
               2.7.3(A)(II)  hereto,  which allonge shall endorse its respective
               note in blank and be attached to such note; and there shall be no
               prior,   pari  passu  or  junior   security   interest,   pledge,
               encumbrance or lien of any kind on the  Subscription  Payments or
               Investment LP Interests of each such MRC Investor.

          (C)  The  portion  of  the  Loan   outstanding  with  respect  to  MRC
               Investment  Partnerships  for which there are then being made, or
               continue to be outstanding,  a Satisfaction  of Modified  Release
               Conditions,  at the time of each such  Satisfaction  shall be not
               less than TWO MILLION  DOLLARS  ($2,000,000);  and the  aggregate
               outstanding  portion  of the Loan with  respect  to each such MRC
               Investment  Partnership  shall equal no more than the then unpaid
               portion of the face  amount of the  unconditional  obligation  of
               each of the MRC Investors to make  Subscription  Payments to such
               MRC Investment  Partnership that have been assigned or pledged to
               the Agent as  contemplated  by the terms of this  SECTION  2.8.2.


          2.8.3 In order to elect to make a  Satisfaction  of  Modified  Release
Conditions with respect to a proposed MRC Investment  Partnership,  the Borrower
shall provide to the Agent and each of the Banks, at least 5 Business Days prior
to the date on  which  the  Borrower  intends  to make  such  Satisfaction,  the
following:


                                       30
<PAGE>



               (A)  all  documentation  required to accomplish such Satisfaction
                    of Modified Release  Conditions in accordance with the terms
                    of this Agreement; and

               (B)  a  certificate  from the Borrower (i) informing the Agent of
                    the Borrower's  intention to make a Satisfaction of Modified
                    Release  Conditions  with  respect  to such  MRC  Investment
                    Partnership, (ii) identifying the MRC Investors for such MRC
                    Investment  Partnership whose  subscription  obligations and
                    equity are being  pledged  as  security,  and (iii)  further
                    certifying,  representing  and  warranting  that  all of the
                    terms and  conditions of this  Agreement have been, and will
                    be, satisfied in full.

          2.8.4  The  Agent and the Banks  hereby  acknowledge  and agree  that,
notwithstanding  the terms and provisions of the Guaranty,  the Guarantors shall
not guaranty or be liable for the principal portions of the Loan for which there
has been a Satisfaction of Modified  Release  Conditions,  provided that (1) the
Guarantors continue to guaranty in full all Obligations with respect to portions
of the  Loan for  which  there  has  been a  Satisfaction  of  Modified  Release
Conditions other than the principal  amount  outstanding of such portions of the
Loan  from  time to time  and (2) the  Guarantors  shall  guaranty  in full  the
principal  portions  of the Loan for  which  there  has been a  Satisfaction  of
Modified Release Conditions attributable to any MRC Investor who does not have a
Rating,  whose  Rating is less than BBB- or whose  Rating falls below BBB- after
the  Satisfaction  of  Modified  Release  Conditions  attributable  to such  MRC
Investor.

                                    SECTION 3
                              CONDITIONS TO CREDIT

     The  Banks'  obligations  to make  any  advances  or to  grant  any  credit
accommodations  hereunder were and are subject to the fulfillment of each of the
following  conditions  to  the  Banks'  satisfaction  immediately  prior  to  or
contemporaneously with the making of any such advance or credit accommodation:

     3.1 DOCUMENTS.  Prior to or concurrently with the execution and delivery of
this  Agreement,  the  Agent  and each of the Banks  shall  receive  each of the
following  documents  in form and  substance  satisfactory  to the Agent and the
receiving Bank:

          3.1.1 All of the documents  listed on the Closing  Checklist  attached
hereto as EXHIBIT 3.1 (provided, however, the parties acknowledge and agree that
the  amendment to the  Organizational  Documents of CM Guarantor LLC required in
order to satisfy SECTION 6.3.2(F)(IV) hereof shall be delivered on or before the
close of business on November 4, 2005); and

          3.1.2 Such other  instruments or documents as the Agent,  the Banks or
their respective counsel may reasonably request.

     3.2 ORGANIZATIONAL DOCUMENTS. Upon execution and delivery of this Agreement
(and if not  previously  received,  upon each  request  by the  Borrower  for an
advance  of funds  under  the Line of  Credit  or the  issuance  of a Letter  of
Credit),  the Banks shall have  received  and approved  certified  copies of the
Organizational  Documents, with all amendments thereto, of each of the Borrower,
each  Guarantor and (i) each  Investment  Partnership,  the General  Partner and
Special  Limited  Partner  of such  Investment  Partnership  and  each  Property
Partnership in which such  Investment  Partnership  has invested or will invest,
(ii) any Property  Partnership  and the Special Limited Partner of such Property
Partnership in which the Borrower will be directly investing such requested loan
funds or with respect to such  investment has requested the issuance of a Letter
of Credit  or (iii) any  Project  Owner to which the  Borrower  will be making a
Pre-Development Loan.

     3.3  REPRESENTATIONS  AND WARRANTIES.  The  representations  and warranties
contained  in SECTION 4 of this  Agreement  are  accurate and complete as of the
date of this  Agreement  and at the date of the  extension  of each  advance  or
credit accommodation under the Line of Credit.


                                       31
<PAGE>



     3.4 EVENTS OF DEFAULT.  Upon  execution and delivery of this  Agreement and
each  request by the  Borrower for an advance of funds under the Line of Credit,
no Default or Event of Default hereunder shall have occurred and be continuing.

     3.5 APPROVAL OF AGENT'S AND BANKS' COUNSEL.  Upon execution and delivery of
this  Agreement  and each  request by the Borrower for an advance of funds under
the Line of Credit,  all legal  matters  incident to or in  connection  with the
transactions  hereby contemplated shall be satisfactory to counsel for the Agent
and the Banks, respectively.

     3.6 FINANCIAL STATEMENTS. Upon execution and delivery of this Agreement and
each  request by the  Borrower for an advance of funds under the Line of Credit,
the Agent and the Banks shall have  received  and the Banks shall have  approved
all current  financial  statements  of the  Guarantors as may be required by the
Agent as of the Closing Date and from time to time.

     3.7  PAYMENT OF FEES.  As of the date  hereof  and prior to any  advance or
credit accommodation hereunder, the Agent and the Banks shall have received from
the Borrower and the Guarantors an  unconditional  payment of the Loan Fees then
due and  payable,  together  with payment of all costs and  expenses,  including
without limitation reasonable attorneys' fees and costs incurred by the Agent in
connection  with the  preparation  and execution of this  Agreement and the Loan
Documents plus such fees and costs reflected in outstanding invoices relating to
legal services  rendered in connection  with the Revolving  Loans,  or, with the
Agent's consent,  the Borrower shall have authorized the advance of such amounts
to the Agent from proceeds of the Loan.

     3.8 PROJECT  CONDITIONS;  DRAW CERTIFICATES.  The Banks' obligation to make
each and every advance or to grant any credit  accommodations  hereunder is also
subject to the following conditions:

          3.8.1 With  respect to each advance or credit  accommodation,  each of
the Banks shall have received a  certification  from the Borrower at least three
Business Days prior to the date for which the advance or credit accommodation is
requested,  in the form of EXHIBIT 3.8.2,  3.8.3,  or 3.8.4  attached  hereto (a
"DRAW CERTIFICATE")  accompanied by executed originals of all other documents or
other  items  contemplated  by  SECTION  3.8.2,  3.8.3,  3.8.4 or  3.8.5,  to be
delivered with the Draw Certificate for such advance or credit accommodation. In
addition,  each of the Banks shall be  provided  such other  information  as the
Agent or any Bank may reasonably request.

          3.8.2 With respect to each advance or credit accommodation which is to
be  utilized  by  the  Borrower  for a  Capital  Contribution  to an  Investment
Partnership:

          (A)  Each of the Banks shall have  received  from the  Borrower a Draw
               Certificate in the form of EXHIBIT 3.8.2 attached hereto.

          (B)  The Borrower  shall have certified in the Draw  Certificate  that
               the only  condition  required  for the  closing  of a  particular
               Investment Partnership's acquisition of the Property LP Interests
               in a particular  Property  Partnership is the Banks' disbursement
               of a portion of the Loan Amount.

          (C)  The Agent shall have received the Organizational Documents of the
               Property Partnership whose Property LP Interests will be acquired
               if such Capital Contribution is approved.

          (D)  In  addition,  whenever  the  Borrower  submits  to the  Banks an
               Initial Draw Certificate for a particular Investment Partnership:

               (i)  Prior to execution and delivery of the Draw Certificate, the
                    Agent shall have received the Approved  Prospectus  for such
                    Investment Partnership;


                                       32
<PAGE>



               (ii) Concurrently  with the  execution  and  delivery of the Draw
                    Certificate,  the Agent and the Banks shall be provided with
                    executed  counterparts of all documents set forth in SECTION
                    2.7.1(A) hereof; and

               (iii) Concurrently  with the  execution  and delivery of the Draw
                    Certificate,  the  Agent  and  each of the  Banks  shall  be
                    delivered  executed  counterparts  of opinions of  Proskauer
                    Rose  LLP or  Paul,  Hastings,  Janofsky  and  Walker,  LLP,
                    counsel to the Borrower,  the  Guarantors,  such  Investment
                    Partnership,   its  General  Partner,  the  Special  Limited
                    Partner and any entity which is an Affiliate of the Borrower
                    or  any  Guarantor  executing  and  delivering  any  of  the
                    documents  set forth in SECTION 2.7 as may be  applicable to
                    such  Draw   Certificate,   addressing  due   authorization,
                    execution,  delivery,  and  enforceability  of  each  of the
                    documents  set forth in  SECTION  2.7  hereof  and the legal
                    existence and good standing of such Investment  Entities and
                    otherwise in form and  substance  substantially  the same as
                    the  opinions  executed  and  delivered  by such  counsel in
                    connection   with  the   execution   and  delivery  of  this
                    Agreement,  and  addressing  other  matters  the  Banks  may
                    reasonably  require  due to any  change  in  law,  facts  or
                    circumstances following the date hereof (the "Opinions").

          3.8.3 With respect to each advance or credit accommodation which is to
be utilized by the Borrower for a Direct Investment in a Property Partnership:

          (A)  Each of the Banks shall have  received from the Borrowers and the
               Guarantors  a Draw  Certificate  in the  form  of  EXHIBIT  3.8.3
               attached hereto.

          (B)  The Borrower  shall have certified in the Draw  Certificate  that
               the only  condition  required  for the closing of the  Borrower's
               acquisition  of  the  Property  LP  Interests  in  such  Property
               Partnership is the Banks'  disbursement  of a portion of the Loan
               Amount.

          (C)  In  addition,  whenever  the  Borrower  submits  to the Banks the
               Initial Draw Certificate for such Property Partnership, the Agent
               and each of the Banks shall be delivered executed counterparts of
               all documents set forth in SECTION 2.7.2(A) hereof.

          3.8.4 With respect to each advance or credit accommodation which is to
be utilized by the Borrower for a Pre-Development Loan:

          (A)  Each of the Banks shall have  received  from the Borrower and the
               Guarantors  a Draw  Certificate  in the  form  of  EXHIBIT  3.8.4
               attached hereto;

          (B)  The Borrower  shall have certified in the Draw  Certificate  that
               the   only   condition   required   for  the   closing   of  such
               Pre-Development  Loan is the Banks'  disbursement of a portion of
               the Loan Amount;

          (C)  The Agent and the Banks shall have  received  all  documents  set
               forth in SECTION 2.7.3(A) hereof and, if required by the terms of
               paragraph  (E) of  this  Section,  the  Opinions  for  all  other
               advances that have been made for Pre-Development Loans; and

          (D)  Whenever  the  Borrower  submits  to the Banks the  Initial  Draw
               Certificate for such Pre-Development  Project, the Agent and each
               of the Banks  shall be  delivered  executed  counterparts  of all
               documents set forth in SECTION 2.7.3(A).

          (E)  The Borrower shall deliver the Opinions:

               (i)  at the same time as the Initial  Draw  Certificate  whenever
                    the Borrower  anticipates  that the aggregate amount of Loan
                    proceeds  which  will  be  requested  with  respect  to  the


                                       33
<PAGE>



                    particular Pre-Development Project equals or is greater than
                    Seven   Hundred   Fifty    Thousand   and   No/100   Dollars
                    ($750,000.00); or

               (ii) thereafter  upon  submission  of any other Draw  Certificate
                    with respect to such particular  Pre-Development  Project if
                    (a) the conditions stated in clause (i) did not apply to the
                    Initial Draw Certificate and (b) the advance requested under
                    such Draw  Certificate  will place the  aggregate  amount of
                    Loans  advanced  or to be  requested  with  respect  to such
                    Pre-Development  Project above Seven Hundred Fifty  Thousand
                    and No/100 Dollars ($750,000.00).

          3.8.5 Each and every Draw  Certificate  shall be  accompanied by final
executed  counterparts of all other documents or other items  contemplated to be
delivered with such Draw Certificate,  shall be provided to each of the Banks at
least three Business Days prior to the requested advance or credit accommodation
pursuant to such Draw Certificate, and shall certify, among other things, that:

          (A)  the conditions of SECTION 3.8.2,  3.8.3,  or 3.8.4 as applicable,
               have been satisfied;

          (B)  the  intended  use for such funds is in  conformity  with SECTION
               5.3;

          (C)  RCC will be providing  simultaneously with such advance RCC Funds
               in an  amount  equal to at  least  (a) two and  one-half  percent
               (2.5%) of the Borrower's or the Investment  Partnership's  Equity
               Payment  to the  Property  Partnership,  or (b) two and  one-half
               percent (2.5%) of the Borrower's  Pre-Development Loan, for which
               such advance will be used; and

          (D)  the relevant Project satisfies the investment  criteria set forth
               in Exhibit  3.8.5,  and  either (i) if such  advance is made with
               respect  to  a  Project  that  has  received  a  reservation   or
               allocation  of Tax  Credits in the year in which such  advance is
               made, the Project has received a reservation or allocation of Tax
               Credits; (ii) if such advance made with respect to a Project that
               has received a  reservation  or  allocation of Tax Credits in any
               year prior to the year in which such advance is made, the Project
               has received a so-called "carry-over  allocation" of Tax Credits;
               or (iii) such  Project is  anticipated  to be eligible to receive
               Tax  Credits  by  reason of the  Project  being  financed  by the
               issuance of tax-exempt  bonds subject to the bond volume cap, and
               such  financing has been closed or the relevant  local  authority
               has preliminarily issued a commitment to finance the Project with
               such tax-exempt  bonds indicating that the Project has received a
               reservation of bond volume cap authority.

          3.8.6  Under no  circumstances  shall the Agent or the Banks  have any
obligation  to make any  advance  or grant any credit  accommodations  hereunder
until each Bank has approved of the applicable Draw  Certificate.  Such approval
or the denial thereof (with a description of the basis for such denial) shall be
indicated  by  notice to the Agent  (which  may be given by means of  electronic
mail) no later than two  Business  Days after  receipt  of the  applicable  Draw
Certificate.  Any Bank which fails to give such  approval or express such denial
within the stated time period shall be deemed to have given such  approval  and,
if and  to the  extent  the  Agent  funds  such  advance,  shall  then  have  an
irrevocable and  unconditional  obligation to fund its Commitment  Percentage of
the advance requested in such applicable Draw Certificate.  The Banks agree that
an  approval  of a Draw  Certificate  shall  not be  denied  if  (A)  such  Draw
Certificate  meets all of the  requirements of this Agreement and (B) there does
not then exist a Default or Event of Default.

     3.9  APPROVAL OF DISBURSEMENTS; SUBLIMITS ON ADVANCES.

          3.9.1 Once advances or credit  accommodations under the Line of Credit
have been approved by the Agent and all Loan Documents required for such advance
or credit accommodation have been received by the Agent and/or the Banks, as the
case may be, portions of the Loan shall be disbursed to the Borrower to fund the
Capital  Contribution,  Direct Investment or Pre-Development Loan, provided that
the Equity  Payments  funded in part by the Loan proceeds in the aggregate shall


                                       34
<PAGE>



not exceed ninety percent (90%) of the applicable  Investment  Partnership's  or
the  Borrower's  total  Equity  Payments to be made to the  applicable  Property
Partnership  and all  other  capital  contributions  to be made to a  particular
Property  Partnership shall not be funded by an Equity Payment,  shall be funded
solely with funds  provided by RCC and shall be made solely after  completion of
construction of any Project associated with such Property Partnership.

          3.9.2  Notwithstanding  any other provision of this  Agreement,  in no
event shall:

          (A)  Any  portion of the Loan be  advanced  or  provided by any credit
               accommodation,  or be committed to be advanced or so provided, so
               as to cause the average  funding per  Property  Partnership  from
               Equity  Payments  to be greater  than  $4,000,000  (such  average
               funding to be  determined  by dividing  (a) the  aggregate of all
               fundings  then  outstanding  from  Equity  Payments  to  Property
               Partnerships  that have received Equity  Payments  (collectively,
               the "Section  3.9.2(A) Property  Partnerships";  which term shall
               not  include  Property  Partnerships  for which  there has been a
               Satisfaction  of  Modified  Release  Conditions  where  each  MRC
               Investor  has a Rating  of at least  BBB-) by (b) the  number  of
               Section 3.9.2(A) Property Partnerships;

          (B)  Portions of the Loan in the aggregate made available hereunder to
               fund  the  Borrower's  direct  or  indirect  Equity  Payments  in
               Affiliated Property Partnerships be made, or committed to be made
               where  the  eventual   aggregate  advances  for  such  Affiliated
               Property  Partnerships  will exceed  TWELVE  MILLION FIVE HUNDRED
               THOUSAND AND NO/100  DOLLARS  ($12,500,000.00)  in the  aggregate
               outstanding from time to time.

          (C)  The Agent or any Bank be  required  to approve  more than  twelve
               (12)  Draw  Certificates  in a given  calendar  month;  provided,
               however,  such number may be increased in the Agent's  reasonable
               discretion;

          (D)  The amount of Obligations  outstanding  which are attributable to
               the Borrower's  Capital  Contributions  or Direct  Investments in
               Projects  which will  receive  Combined  Tax  Credits  exceed TEN
               MILLION AND NO/100 DOLLARS ($10,000,000.00) in the aggregate;

          (E)  Any portion of the Loan be  advanced or provided by the  Borrower
               for a Capital  Contribution to any Investment  Partnership if and
               to the extent that the total  advances and credit  accommodations
               under  the Line of  Credit  for the  funding  of such  Investment
               Partnership  exceeds  80.75%  of the  price of the  Units in such
               Investment  Partnership then held by the Agent to secure the Loan
               determined  in  accordance  with the  Cash  Purchase  Method,  as
               determined on a pro forma basis.

          (F)  The aggregate  outstanding amount of the Loan used, or portion of
               the Loan  committed to be made, to fund the  Borrower's  loans to
               Pre-Development  Projects exceed  SEVENTEEN  MILLION FIVE HUNDRED
               DOLLARS  ($17,500,000.00),  and in no event  shall the  aggregate
               outstanding  amount  of the Loan  used,  or  portion  of the Loan
               committed  to be  made,  to fund  such  Pre-Development  Loans to
               Project Owners where the related  Property  Partnerships  will be
               Affiliated Property  Partnerships exceed TWO MILLION FIVE HUNDRED
               THOUSAND DOLLARS ($2,500,000.00);

          (G)  The  aggregate  amount of the Loan  used,  or portion of the Loan
               committed  to  be  made,  to  make  Pre-Development  Loans  to  a
               particular   Pre-Development  Project  exceed  TWO  MILLION  FIVE
               HUNDRED THOUSAND DOLLARS ($2,500,000.00);

          (H)  Any  portion of the Loan be  advanced  or  provided by any credit
               accommodation  for  the  funding  of or  loan  to any  Investment
               Partnership, Property Partnership or Pre-Development Project with
               respect to which a notice  has been  received  from the  Borrower


                                       35
<PAGE>



               stating  that  there  shall  be no  further  advances  or  credit
               accommodations with respect to such entity as contemplated in the
               definition of Release Conditions;

          (I)  There be Loan proceeds  outstanding  which have been utilized for
               Capital  Contributions  to  other  than  the  following  types of
               Investment  Partnerships:  (a) up to two Investment  Partnerships
               which invest in properties  geographically  dispersed  throughout
               the United States,  similar to Related  Corporate  Partners XXIV,
               L.P., (b) up to two Investment  Partnerships  which invest solely
               in  California   properties  and  (c)  up  to  three   Investment
               Partnerships which each own a single Property Partnership;

          (J)  The aggregate  outstanding amount of the Loan for which there has
               been a Satisfaction of Modified Release  Conditions exceed TWENTY
               MILLION DOLLARS ($20,000,000.00);

          (K)  The aggregate  face amount of all  outstanding  Letters of Credit
               exceed TWENTY MILLION DOLLARS ($20,000,000.00);

          (L)  The  aggregate  amount of the Loan  used,  or portion of the Loan
               committed to be made in  connection  with  Property  Partnerships
               controlled by a single developer or its Affiliates, exceed TWENTY
               MILLION  DOLLARS  ($20,000,000.00)  without the  Majority  Banks'
               prior written consent; and

          (M)  The  aggregate  amount of the Loan made plus  portion of the Loan
               committed to be made in  connection  with  Property  Partnerships
               with  respect  to which  any  Approval  Requirement  applies,  as
               contemplated  by SECTION  5.23,  exceed  TWENTY  MILLION  DOLLARS
               ($20,000,000.00).

     3.10 CASH COLLATERAL OR LETTER OF CREDIT IN LIEU OF CO-FUNDINGS.

          3.10.1  The  Borrower  and the  Guarantors  may  elect to cause RCC to
provide to the Agent,  for the  benefit  of the Banks,  simultaneously  with the
execution and delivery of this Agreement,  and in lieu of providing RCC Funds in
connection with each advance under the Line of Credit,  either (A) Cash and High
Quality Marketable Securities in the amount of $2,307,692.00, or (B) a letter of
credit in the  principal  face  amount  of  $2,307,692.00,  upon such  terms and
conditions as the Agent and all of the Banks shall approve in their unrestricted
discretion (the "Co-Funding Collateral").

          3.10.2 From and after such time as the Agent shall have  received  the
Co-Funding Collateral, each advance under the Line of Credit will consist of one
hundred  percent (100%) of the amount of such Equity Payment or  Pre-Development
Loan  contemplated  by the Draw  Certificate  provided in  connection  with such
advance. Upon each such advance, an amount of the Co-Funding Collateral equal to
two and five thousand six hundred forty one ten-thousandths percent (2.5641%) of
such advance shall constitute  Collateral for the Obligations until such time as
there  has been a  satisfaction  of  Release  Conditions  or a  Satisfaction  of
Modified Release Conditions with respect to the Investment Partnership, Property
Partnership or Pre-Development Project receiving the proceeds of such advance.

          3.10.3 Upon the  occurrence of an Event of Default,  the Agent (at the
direction  of the  Majority  Banks)  shall apply all  Collateral  consisting  of
Co-Funding Collateral to the Obligations.


                                       36
<PAGE>



                                    SECTION 4
                         REPRESENTATIONS AND WARRANTIES

     The Borrower  and the  Guarantors,  jointly and  severally,  represent  and
warrant  that,  as of the date hereof and as of any date any advances  under the
Line of Credit are to be made:

     4.1 EXISTENCE;  PLACE OF BUSINESS.  Each of the Investment Entities is duly
organized,  validly existing and in good standing under the laws of the state of
its formation.  Each of the Investment Entities is duly licensed or qualified in
all  jurisdictions  wherein the character of the property owned or the nature of
the business  transacted  by it makes  licensing or  qualification  necessary or
advisable.  Each of the Investment  Entities is also duly authorized,  qualified
and licensed under all  applicable  laws,  regulations,  ordinances or orders of
public  authorities  to carry on its  business  in the  places and in the manner
presently  conducted.  Each of the  Investment  Entities has the  organizational
power to enter into any  transaction  and to make and perform any  agreement  or
instrument  which this Agreement or the Loan Documents  require or  contemplate.
The Borrower's and each Guarantor's jurisdiction of organization is Delaware.

     4.2  AUTHORITY  OF  INVESTMENT  ENTITIES.   The  execution,   delivery  and
performance by each of the Investment Entities of the Loan Documents to which it
is a party and the consummation and performance of transactions  contemplated by
this  Agreement:  (a) have been duly  authorized  and do not  require  any other
filing with, consent from, or approval by any Person or governmental  authority,
(b) do not violate any Investment Entity's Organizational  Documents or any law,
rule,  regulation,  order,  writ,  judgment or decree, and will not result in or
constitute  a  default  under  any  indenture,  credit  agreement,  or any other
agreement  or  instrument,  to which  any of them is a party or to which  any of
their respective property is subject.

     4.3 FINANCIAL  STATEMENTS.  The audited  balance  sheets and  statements of
income and retained earnings of CharterMac, on a consolidated basis, and of RCC,
as  of  December  31,  2004,  and  the  interim  management  prepared  financial
statements of CharterMac,  on a consolidated  basis,  and of RCC, as of June 30,
2005, each duly certified by the principal  financial  officer of such entity or
the general partner of such entity,  as have been furnished to the Agent and the
Banks,  are complete and correct and fairly  present the  financial  position of
such entity and the results of operations for the period indicated. Each balance
sheet,  statement of income and  statement of retained  earnings was prepared in
accordance with GAAP.

     4.4 FINANCIAL CONDITION. Since the date of the latest statement referred to
in SECTION 4.3, (a) there has been no materially adverse change in the condition
of any of the Investment Entities (other than a Property  Partnership) or, where
applicable,  its general partner or managing member, financial or otherwise; and
(b) neither any Investment Entity (other than a Property Partnership) nor, where
applicable, its general partner or managing member has entered into, incurred or
assumed  any  material  long-term  debts,  mortgages,  leases or oral or written
commitments,  nor commenced any  significant  project,  nor made any significant
purchase or acquisition of any property except with the prior written consent of
the Majority  Banks in accordance  with the terms hereof.  No Investment  Entity
(other than a Property  Partnership) nor, where applicable,  its general partner
or managing  member,  has any Contingent  Liabilities of any substantial  amount
which are not reflected in the financial statements described above.

     4.5 ASSETS.  Each of the Investment  Entities,  and, where applicable,  its
general partner or managing member,  has good and marketable title to all of its
respective  properties and assets,  including without limitation as reflected in
the balance sheet referred to in SECTION 4.3, except property and assets sold or
otherwise  disposed  of at  market  rates in the  ordinary  course  of  business
subsequent to the date of such balance sheet.  None of the  Investment  Entities
or, where  applicable,  a general  partner or managing  member of an  Investment
Entity,  has any  outstanding  liens or encumbrances on any of its properties or
assets,  other  than  liens or  encumbrances  on the  property  of any  Property
Partnership or any  partnership or member  interest in any Property  Partnership
permitted  by the express  terms of this  Agreement  and granted in the ordinary
course of business  such as in  connection  with  acquisition,  construction  or
permanent  financing or equipment leases provided to such Property  Partnership.
None of the Investment  Entities (other than a Property  Partnership)  or, where
applicable,  a general partner or managing member of an Investment  Entity other
than a  Property  Partnership  is a party to any  security  agreements  or title
retention  agreements,  whether  in the  form of  leases  or  otherwise,  of any
personal property except as reflected in said financial  statements  referred to
in SECTION 4.3 and security agreements in favor of the Agent as required by this
Agreement.


                                       37
<PAGE>



     4.6 LITIGATION.  There are no actions, suits, proceedings or investigations
pending or, to the  knowledge of the Borrower or any Guarantor  upon  reasonable
inquiry,  threatened against or affecting any of the Investment Entities at law,
in  equity,  or before or by any  governmental  department,  commission,  board,
bureau,  agency,  or  instrumentality,  domestic or foreign,  which if adversely
determined  would have a materially  adverse effect on the business or condition
of any of the Investment Entities other than those actions,  suits,  proceedings
or investigations set forth in Section 4.6 of the Disclosure  Schedule.  None of
the  Investment  Entities is in default or  violation,  in either  case,  beyond
expiration  of  applicable  grace,  cure or notice  periods of any order,  writ,
injunction or decree.

     4.7 BURDENSOME PROVISIONS.  Other than as reflected in the latest financial
statements  referred to in SECTION  4.3,  none of the  Investment  Entities is a
party to any  indenture,  agreement,  instrument  or lease,  or  subject  to any
charter,  bylaw,  operating  agreement or other  restriction,  or any law, rule,
regulation,  order, writ,  judgment or injunction,  which will, under current or
reasonably   anticipated   conditions,   materially  and  adversely  affect  its
respective business, operations, properties or assets.

     4.8 OTHER AGREEMENTS.  None of the Investment Entities is in default beyond
applicable  grace,  cure  or  notice  periods  to  any  material  extent  in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions contained in any debenture, note or other evidence of indebtedness of
such entity or any  indenture  or  agreement to which it is a party or is bound,
which would have a material  adverse  effect on the financial  condition of such
Investment Entity.

     4.9  TAXES.  Each  Investment  Entity,  respectively,  has filed all United
States  federal  and state tax  returns  which  are  required  to be filed by it
(taking into account  extensions  permitted by  applicable  law) and has paid or
made  adequate  provision  for the payment of all taxes which have or may become
due  pursuant to those  returns,  to any matters  raised by audits,  assessments
received by it, and for any other causes known to it, including foreign taxes.

     4.10  THE  LOAN.  This  Agreement,  any  Note  and any  other  of the  Loan
Documents,  or any other documents  delivered by an Investment  Entity to or for
the  benefit  of the  Agent  or the  Banks at any  time in  connection  with the
execution  and delivery of any of the Loan  Documents,  will,  when executed and
delivered,  constitute valid and binding obligations of such entity, enforceable
against such entity in accordance with their respective terms, except as limited
by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or  other
similar laws affecting the rights of creditors generally. The Borrower will duly
and  punctually  pay any  principal  and  interest  when  due on any  Obligation
requiring the payment of money.

     4.11  CAPITALIZATION.  The  outstanding  equity  of each of the  Investment
Entities is comprised of capital stock, general and limited partner interests or
member  interests,  all of which have been duly issued and are  outstanding  and
fully paid and nonassessable.  All of the issued and outstanding  capital stock,
partnership  interests and membership  interests of the  Investment  Entities in
existence  on the date hereof are owned and held as set forth in Section 4.11 of
the Disclosure Schedule.  Except as set forth in Section 4.11 of such Disclosure
Schedule, (i) there are no outstanding securities or agreements exchangeable for
or  convertible  into or carrying any rights to acquire any equity  interests in
any of the Investment Entities,  and (ii) there are no outstanding  commitments,
options,  warrants,  calls or other agreements (whether written or oral) binding
on any of the Investment  Entities which require or could require such entity to
sell,  grant,  transfer,  assign,  mortgage,  pledge or otherwise dispose of any
equity  interests  of such  entity.  Except as set  forth in any  Organizational
Document  provided to the Agent for any of the  Investment  Entities,  no equity
interests of any such entity are subject to any  restrictions on transfer or any
stockholder   agreements,   partner   agreements,   member  agreements,   voting
agreements,  trust agreements,  trust deeds,  irrevocable  proxies, or any other
similar agreements or interests (whether written or oral).

     4.12 SOLVENCY. Each of the Investment Entities has and, after giving effect
to each  advance  and credit  accommodation  under the Line of Credit will have,
tangible  assets having a fair salable value in excess of the amount required to
pay the  probable  liability  on its then  existing  debts  (whether  matured or
unmatured,  liquidated  or  unliquidated,  fixed  or  contingent);  each  of the
Investment Entities has and will have access to adequate capital for the conduct
of its business and the discharge of its debts incurred in connection  therewith
as such debts mature.


                                       38
<PAGE>



     4.13 EVENTS OF DEFAULT.  No Event of Default or, to the best  knowledge  of
the Borrower or any Guarantor, Default exists.

     4.14 ERISA.  Each of the Investment  Entities,  and each "Employee  Pension
Benefit  Plan" and each  "Employee  Welfare  Benefit Plan" (as defined in ERISA)
maintained by any of the Investment Entities  (collectively,  the "Plans") is in
compliance in all material  respects  with ERISA and the  provisions of the Code
applicable to such entity or Plan; none of the Investment  Entities nor any Plan
has  engaged in a  "prohibited  transaction"  (as defined in ERISA and the Code)
which  would  subject  such  entity or such Plan to a  material  tax or  penalty
imposed on a "prohibited  transaction";  none of the Investment Entities nor any
Plan has incurred any material  "accumulated  funding deficiency" (as defined in
ERISA);  the  aggregate  current  value of all assets of the funded Plans of any
Investment  Entity  which  are  single-employer  plans is at least  equal to the
aggregate  current value of all accrued  benefits under such Plans calculated in
accordance  with  actuarial   assumptions   current  as  of  the  date  of  this
representation  and warranty on an on-going Plan basis;  none of the  Investment
Entities has incurred any  material  liability to the Pension  Benefit  Guaranty
Corporation over and above premiums  required by law; and none of the Investment
Entities  has  terminated  any  Plan  in a  manner  which  could  result  in the
imposition of a lien on the property of such entity.

     4.15 ENVIRONMENTAL AND REGULATORY COMPLIANCE.

          4.15.1 As to each of the real properties owned or leased by any of the
Investment  Entities,  each such  property is  presently  in  compliance  in all
material  respects with and has in full force and effect all material permits or
approvals required by all applicable building, zoning, anti-pollution, hazardous
substance, hazardous material, oil, environmental, health, safety or other laws,
ordinances  or  regulations,  and none of the  Investment  Entities has received
notification that any of the foregoing  properties is in violation of any of the
foregoing  provisions,  except for any non-compliance with respect to or lack of
possession  of the  foregoing  which  does not have or will not have a direct or
indirect  material  adverse effect on the business or properties of the Borrower
or any Guarantor or their respective  abilities to meet their  Obligations under
any of the Loan Documents. The representation set forth in the previous sentence
shall,  with  respect  to  Projects  owned by  Property  Partnerships  which are
Unaffiliated  Property  Partnerships  only,  be  limited  to  the  best  of  the
Borrower's or Guarantor's  knowledge,  after Due Inquiry. No inquiry,  notice or
threat to give  notice by any  governmental  authority  or third  party has been
received by any  Investment  Entity with respect to the  generation,  storage or
disposal or release or threat of release of any hazardous  substance,  hazardous
material or oil, or with respect to any violation of any federal, state or local
environmental, health or safety statute or regulation.

          4.15.2 In addition to the  representations  set forth in the preceding
paragraph,  each Project receiving an Equity Payment or a  Pre-Development  Loan
has had a Phase I Environmental Assessment Report which shows no material issues
which cannot be resolved or cured by use of the proceeds,  if any, allocated for
such issue's remediation by the Project Owner.

     4.16 CONTRACTS WITH AFFILIATES, ETC. Except as disclosed in Section 4.16 of
the Disclosure  Schedule or in the financial  statements  referred to in SECTION
4.3 and except for  agreements  or  transactions  (in each case) in the ordinary
course of business and on an arm's-length basis upon terms at least as favorable
as would be available to such  Investment  Entity as is a party  thereto with an
unaffiliated  third party, no Investment Entity is a party to or otherwise bound
by any  agreement,  instrument  or contract  (whether  written or oral) with any
Affiliate,  except for any such  agreement,  instrument or contract as would not
materially  and  adversely  affect  the  condition   (financial  or  otherwise),
properties,  business  or  results  of  operations  of the  Borrower  or  either
Guarantor or their respective  abilities to meet their  Obligations under any of
the Loan Documents.

     4.17  SOLE  TAX  CREDIT  WAREHOUSE  CREDIT  FACILITY.  The  Line of  Credit
constitutes  the sole and exclusive Tax Credit  warehouse-type  credit  facility
utilized  by any of the  Borrower,  any  Guarantor  or any of  their  Controlled
Affiliates  in  connection  with any of their  business  activities  relating to
investment in and syndication of Projects.

     4.18 SCHEDULE OF EQUITY  PAYMENTS.  Each of the Equity  Payments to be made
indirectly  by the  Borrower  through  Investment  Partnerships,  or to be  made
directly by the Borrower to Property Partnerships, shall be due and payable, and
shall be paid,  upon a schedule  for each such Equity  Payment as is  consistent


                                       39
<PAGE>



(with respect to timing and amounts of such Equity  Payments)  with norms in the
United States Tax Credit investment and syndication industry.

                                    SECTION 5
                              AFFIRMATIVE COVENANTS

     Unless the Agent  waives  compliance  in  writing,  the  Borrower  and each
Guarantor,  jointly and severally, agree to do the following until the Banks are
no longer  obligated to make any further advances or credit  accommodations,  or
issue any  Letters  of  Credit,  under  the Line of Credit  and the Loan and all
Obligations  hereunder  have been repaid and  performed in full  (including  all
principal, interest, costs, fees and expenses, including without limitation Loan
Fees and reasonable attorneys' fees and costs):

     5.1  FINANCIAL STATEMENTS.

     5.1.1 (A) Within ninety (90) days after the end of each of the  Borrower's,
RCC's, CharterMac's, CharterMac Capital's and CM Corp.'s fiscal year, deliver to
the Agent and each Bank a complete copy of CharterMac's and CharterMac Capital's
audited financial statements, and the Borrower's, RCC's and CM Corp.'s unaudited
financial  statements certified as being true and correct by the chief financial
officer of the Borrower.  The above  financial  statements are to be prepared in
accordance  with GAAP and shall include at least,  on a  consolidated  basis,  a
balance sheet as of the close of each such fiscal year and a statement of income
and retained earnings (or comparable statement) for each such fiscal year, as at
the end of the fiscal year, together with the report by the Accountants for each
such entity,  which  financial  statements  shall fairly  reflect the  financial
condition and operations of such  entities,  together with a certificate of said
Accountants,  or in the case of the Borrower,  RCC, and CM Corp.,  of said chief
financial  officer in the form  attached  hereto as EXHIBIT  5.1,  to the effect
that,  in making the  examination  necessary  for their report of the  financial
affairs of such entity for such fiscal year,  they have obtained no knowledge of
the occurrence of any condition,  event or act which,  with or without notice or
lapse of time,  or both,  would  constitute  an Event of  Default  specified  in
SECTION 8, or, if such  Accountants  or said officer,  as the case may be, shall
have  obtained  knowledge  of any such  violation,  condition,  event or act,  a
statement  as to the nature  and status  thereof.  The annual  statements  shall
include (i) a consolidated  balance sheet; and (ii) the related consolidated and
consolidating (a) statement of income and retained earnings and (b) statement of
cash flows,  setting forth in each case in comparative  form the figures for the
previous year, without a "going concern" or like qualification or exception,  or
qualification arising out of the scope of the audit, and shall be audited by the
Accountants.

          (B) Deliver to the Agent and each Bank as soon as such  statements are
available, but not later than forty-five (45) days after the end of each quarter
(including for the fourth fiscal quarter,  which shall be subject to normal year
end  audit  adjustments),  a  copy  of  the  Borrower's,   RCC's,  CharterMac's,
CharterMac  Capital's  and  CM  Corp.'s  unaudited  financial  statements  on  a
consolidated basis,  certified by the principal financial officer of each entity
as having been prepared in accordance with GAAP,  together with a certificate of
each said officer, in the form of the Covenant Compliance  Certificate  attached
hereto as EXHIBIT 5.1, stating he has no knowledge that a Default or an Event of
Default,  has occurred and is continuing or, if a Default or an Event of Default
or such event has occurred and is  continuing,  a statement as to its nature and
the action which such entity or any other  entity  proposes to take with respect
to  such  event.  The  quarterly  financial   statements  shall  include  (i)  a
consolidated  balance sheet; and (ii) the related consolidated and consolidating
(a)  statement of income and retained  earnings and (b) statement of cash flows,
for such period and for the portion of the  applicable  fiscal year  through the
end of such period.

     5.1.2 In addition, the Borrower and the Guarantors will:

          (A) promptly  notify the Agent of any  condition or event of which any
of them has knowledge  which  constitutes (or which upon the giving of notice or
lapse of time or both  would  constitute)  (i) a Default  or an Event of Default
under this Agreement,  including any event or circumstance  which results in the
information  which has been  provided by it to Agent or the Banks  including  an
untrue  statement of material fact or omitting to state any material fact or any
fact necessary to make the statements therein, in the light of the circumstances
under  which  they  were  made,  not  materially  misleading  and in such  event
CharterMac  shall promptly furnish or cause to be furnished to the Agent updated


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<PAGE>



or revised  information which will correct such untrue statement or include such
omitted fact; or (ii) an event of default by CharterMac or any Affiliates  under
any  indebtedness  or other  Contractual  Obligation of such Person,  where such
event of default would  reasonably be expected to have a material adverse effect
on the business,  operation, or properties of such Person, or as to the Borrower
or a Guarantor,  its ability to perform its  obligations  to the Agent or any of
the Banks under any Loan Document.

          (B)  deliver  to the Agent,  together  with the  quarterly  and annual
financial statements,  a Compliance  Certificate signed by its treasurer,  chief
financial  officer or chief  accounting  officer  showing the  calculations  and
computations  necessary to determine  compliance by such Investment  Entity with
its  covenants  hereunder  and stating that,  to such  officer's  knowledge,  no
Default or Event of Default exists hereunder or under the Loan Documents, or if,
to such  officer's  knowledge,  any such  Default  or Event of  Default  exists,
stating  the nature  and status  thereof.  With each such  quarterly  Compliance
Certificate,  such  Investment  Entity  shall  include (A) summary  information,
calculations,  information,  and a description  of  occurrences  relevant to the
applicable financial covenants herein concerning Contingent Liabilities, and (B)
worksheets   showing  the  calculation  of  the  estimated  fair  value  of  its
investments in revenue bonds,  using the methodology  described in Section 5.1.2
of the Disclosure Schedule.

          (C) promptly furnish to the Agent and each of the Bank's copies of all
(i) filings by CharterMac or any of its  Subsidiaries  with the  Securities  and
Exchange  Commission or any national securities  exchange,  including reports on
forms 10K and 10Q, and (ii) financial  statements,  reports and proxy statements
furnished  by  CharterMac  or  any  of  its  Subsidiaries  to  their  respective
shareholders.

          (D) promptly (and in any event within ten (10)  Business  Days) notify
the Agent of all new Contingent  Liabilities,  and provide the Agent with copies
of all relevant documents related thereto.

          (E) for the purpose of financial  statement  presentation,  CharterMac
will  estimate  the  fair  value  of  its  and  its  consolidated  Subsidiaries'
investments in revenue bonds using the methodology described in Section 5.1.2 of
the Disclosure Schedule or as may be required to be modified by changes in GAAP,
and will not materially  deviate from such methodology.  CharterMac shall notify
the Agent and each of the Banks of any  changes  in GAAP which  would  require a
change in the methodology described in Section 5.1.2 of the Disclosure Schedule.

          (F)  promptly  supply  the Agent and the Banks  with such  information
concerning  CharterMac's  or any  of its  Subsidiaries'  affairs,  business  and
properties  (including,  without  limitation,  and to the  extent  permitted  by
federal and state  securities  laws,  projections)  as the Agent or any Bank may
hereafter reasonably request from time to time.

     5.2  ADDITIONAL  BORROWER AND  GUARANTOR  INFORMATION.  With respect to the
Borrower and each of the Guarantors:

     5.2.1 Deliver,  promptly upon receipt, to the Agent and each Bank copies of
all material notices received from any governmental authority.

     5.2.2 Deliver to each other Bank,  simultaneously with delivery of the same
to the  Agent  and/or  any  Bank,  copies  of any  notices  or  other  documents
(including, without limitation, interest invoices and tracking reports) given to
the Agent and/or such Bank,  as  applicable,  to the extent that such notices or
other  documents  were not sent  directly  to any other Bank by the  Borrower in
connection with such Bank's capacity as the Agent or a Bank hereunder.

     5.2.3  Deliver such  additional  information  as the Agent or any Bank from
time to time may  reasonably  request with  respect to the business  affairs and
financial condition of each Investment Entity.

     5.3 USE OF LOAN PROCEEDS.  Use the proceeds of Revolving  Loans or issuance
of  Letters of Credit in  amounts,  not to exceed in the  aggregate  the Line of
Credit, to fund the Borrower's Capital  Contributions,  Direct  Investments,  or
Pre-Development Loans in accordance with the terms of this Agreement,  including


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<PAGE>



without limitation  SECTIONS 2 and 3, and as described in the Recitals set forth
above,  including  without  limitation the requirement  that the proceeds of the
Loan be used to fund not more than (A) ninety seven and one-half (97.5%) of each
such Capital  Contribution  or Direct  Investment  with RCC Funds  providing the
remaining  two and  one-half  percent  (2.5%) and (B) ninety  seven and one-half
percent (97.5%) of each such  Pre-Development  Loan with RCC Funds providing the
remaining two and one-half percent (2.5%).

     5.4 MAINTENANCE OF EXISTENCE.  Remain in and continue to operate, and cause
all  of  the  Investment   Entities  to  remain  in  and  continue  to  operate,
substantially the same line of business  presently engaged in or contemplated to
be engaged in by the terms of this Agreement,  such line of business with regard
to RCC  primarily  consisting  of  the  development,  acquisition  and  sale  of
multi-family rental residential property and syndications of equity in Projects,
(except  that the  Borrower and each  Guarantor  may,  upon notice to the Banks,
withdraw  from any business  activity  which its general  partner(s)  or manager
reasonably deems  unprofitable or unsound in the due exercise of its authority);
and maintain and preserve,  and cause each of the other  Investment  Entities to
maintain and preserve,  its existence and all rights,  privileges and franchises
necessary or desirable  in the conduct of its business as  contemplated  by this
Agreement;  and conduct its business (and no other business),  and cause each of
the  Investment  Entities to conduct its business  (and no other  business),  as
contemplated  by the  terms  of this  Agreement  in an  orderly,  efficient  and
customary  manner.  In  furtherance  of the foregoing  and without  limiting the
generality thereof,  the Borrower shall have no assets or liabilities and engage
in no business other than as to serve as a conduit for and make loans with funds
advanced under and in repayment of the Loan as permitted by this Agreement,  and
to make the loans and payments and hold the equity  interests as contemplated by
and set forth in this Agreement.  The Borrower's  Organizational Documents shall
not be amended or modified in any respect. None of the Borrower or any Guarantor
will change its jurisdiction of organization  without first giving 60 days prior
written notice of a proposed change to the Agent.

     5.5  MAINTENANCE  OF PROPERTIES.  Cause each of the Investment  Entities to
develop,  construct or rehabilitate all of its respective properties, if any, in
accordance with sound commercial  practices and maintain,  preserve and keep all
of its respective  properties  and assets  necessary or useful in its respective
business in good working order and condition.

     5.6 GENERAL  PARTNERS AND SPECIAL LIMITED  PARTNERS.  Cause each Investment
Partnership  to have as its General  Partner a  single-purpose  entity that is a
wholly-owned  Subsidiary  of GP  Holdings  and  which  shall  have no  assets or
liabilities  and  engage in no  business  other  than that  related to acting as
General  Partner of such  Investment  Partnership;  cause each  Special  Limited
Partner   associated   with  an   Investment   Partnership   receiving   Capital
Contributions to be a single-purpose entity that is a wholly-owned Subsidiary of
the Investment  Partnership  with which it is associated and which shall have no
assets or  liabilities  and engage in no  business  other  than that  related to
acting as Special Limited Partner of all of the Property Partnerships in which a
particular Investment Partnership invests; cause to be contained in each General
Partner's  Organizational  Documents separateness covenants substantially in the
form of those contained in EXHIBIT 5.6 attached hereto; and cause Related Direct
SLP LLC to be the sole Special Limited Partner of each Property Partnership with
respect to which the Borrower will make Direct Investments.

     5.7  PROPERTY  PARTNERSHIPS.  Cause  each  Property  Partnership  to  be  a
single-purpose  entity which shall have no assets or liabilities  and conduct no
business other than that related to such Projects.

     5.8 COMPLIANCE WITH LAWS. Comply with and duly observe, and cause all other
Investment  Entities to comply with and duly observe,  the  requirements  of all
applicable laws, rules,  regulations and orders of all federal,  state and local
governmental  authorities,  including without limitation  obligations imposed by
ERISA and hazardous substance and environmental laws,  non-compliance with which
could materially adversely affect such entity's respective business or credit.

     5.9 TAXES AND CLAIMS.  Pay and  discharge,  and cause all other  Investment
Entities to pay and  discharge,  promptly all taxes,  assessments,  governmental
charges and levies imposed, respectively,  upon it or upon its income or profits
or upon any  properties  belonging to it,  prior to the date on which  penalties
would be imposed,  and pay, and cause all other Investment  Entities to pay, all
lawful claims for labor,  materials and supplies that, if unpaid, might become a
lien or charge upon its respective property,  provided that no Investment Entity
shall be required to pay any such tax, assessment,  charge, levy or claim if the
amount,  applicability  or validity thereof is currently being contested in good


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<PAGE>



faith and by proper proceedings and if such entity, respectively,  has set aside
on its books and shall maintain adequate reserves for the payment of the same in
conformity with GAAP.

     5.10 NOTICE OF DEFAULTS.  Give prompt  written notice to the Agent and each
of the Banks of any Default or Event of Default or of any default  arising under
any other agreement or indenture entered into by any of the Investment  Entities
or of any other  matter which has resulted in or is  reasonably  anticipated  to
result in a  materially  adverse  change in any  Investment  Entity's  financial
condition, operations or prospects.

     5.11 CHANGES IN  MANAGEMENT.  Give prompt  written  notice to the Agent and
each Bank of any changes in the senior  management  positions of any  Investment
Entity.  Management  and  operational  control  of  RCC  shall  continue  to  be
maintained by at least two out of the  following  three  individuals:  Stuart J.
Boesky,  Alan P. Hirmes and Marc D.  Schnitzer  (collectively,  the  "Management
Group").  The Borrower and the Guarantors  shall provide the Agent and the Banks
with  copies of all  amendments  to their  respective  Organizational  Documents
adopted after the date of this Agreement and copies of any employment agreements
RCC shall enter into with any member of the Management Group.

     5.12 NOTICE OF  LITIGATION.  Give prompt  written  notice of any pending or
threatened  claim,  action  or  proceeding  which  would,  in  the  event  of an
unfavorable  outcome,   have  a  materially  adverse  effect  on  the  financial
condition, operations or prospects of any of the Investment Entities.

     5.13 RECORDS. Keep and maintain,  and cause each other Investment Entity to
keep and  maintain,  full and accurate  accounts  and records of its  operations
according  to GAAP and  permit  the  Agent  and  each of the  Banks  (and  their
designated  officers,  employees,  agents and representatives) to have access to
such accounts,  records and operations and to make  examinations  thereof at all
reasonable times.

     5.14  EXECUTION  OF  OTHER  INSTRUMENTS-FURTHER  ASSURANCES.  Do,  execute,
acknowledge  and  deliver,  or  cause  to be done,  executed,  acknowledged  and
delivered  by the other  Investment  Entities or by others,  all  further  acts,
covenants,  assurances or further instruments and documents,  promptly after the
Agent reasonably requests,  in order to carry out the intent and purpose of this
Agreement and each other  agreement of the Borrower with the Agent or any of the
Banks.  The  Borrower  and the  Guarantors  shall  pay  all  fees  and  expenses
(including without limitation  reasonable  attorneys' fees and costs incurred by
the Agent and each of the Banks) in connection with the foregoing.

     5.15 REPAYMENT OF OBLIGATIONS. Apply the proceeds from the repayment of any
Pre-Development  Loan to the repayment of all  Obligations  attributable to such
loan,  except that any such  proceeds need not be utilized for repayment of such
Obligations if such proceeds are attributable to a Pre-Development  Loan and are
reinvested in a manner permitted by SECTION 2.7.3(B).

     5.16 INFORMATION  REGARDING PROJECTS.  Underwrite and perform due diligence
for any  Projects  or any  Pre-Development  Project  to  which a loan is made in
accordance with their customary business practices.  Upon the Agent's reasonable
request,  the  Borrower  will  provide  the Agent and the Banks  with any or all
information  developed in connection  with such  underwriting,  and the Borrower
will explain its underwriting  and approval  policies to the Agent. The Borrower
and the  Guarantors  will permit,  and will cause each other  Investment  Entity
(other than any Property  Partnerships) to permit, the Agent to inspect any such
Investment  Entity's files relating to a particular  Project or  Pre-Development
Project at any reasonable time,  without notice.  In accordance with, and not in
limitation  of,  the  terms  of  SECTIONS  2  or  3,  Project   acquisition  and
Pre-Development  Loan documents will be on the Borrower's standard forms, copies
of which  have been  supplied  to the  Agent and the  Banks.  In  addition,  the
Borrower and the  Guarantors  shall deliver such  additional  information as the
Agent may from time to time  reasonably  request  with  respect to the  business
affairs  and  financial  condition  of each  Property  Partnership,  Project and
Pre-Development Project.

     5.17 CESSATION OF REVOLVING LOAN PERIOD PURSUANT TO SECTION 2.1.2(B). Cause
the value,  as  determined  by the Agent,  of the net tax benefits to be derived
from  Projects  invested  in by any  Investment  Partnership  which  causes  the
cessation of the Revolving  Loan Period  pursuant to SECTION  2.1.2(B) to exceed
the then outstanding Obligations on account of such Projects.


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<PAGE>



     5.18 BLOCKED ACCOUNTS.

     5.18.1 The Borrower shall maintain account  #9411985941 with the Agent as a
blocked  and  restricted  account  (the  "Repayment  Account")  upon  terms  and
conditions  acceptable  to the  Agent  and  remit  all  payments,  and cause the
remittance by others of funds  constituting  payments,  of the Obligations  into
such account.  No funds  deposited in the  Repayment  Account shall be withdrawn
other than such funds withdrawn by or with the prior consent of the Agent.

     5.18.2 RCC shall  maintain the Warehouse Cash  Collateral  Account with the
Agent  pursuant to the terms of the  Warehouse  Cash  Collateral  Agreement  and
deposit,  and cause  the  deposit  of,  (i) all RCC  Funds  associated  with the
issuance  of Letters of Credit,  and (ii) all Cash and High  Quality  Marketable
Securities delivered as Co-Funding  Collateral pursuant to clause (A) of SECTION
3.10.1 of this Agreement, into the Warehouse Cash Collateral Account.

     5.19 PENNROSE  PROPERTIES,  INC. Cause each Pennrose Partnership to have as
its managing general partner or managing member either (i) Pennrose  Properties,
Inc.  or (ii) an  Affiliate  of  Pennrose  Properties,  Inc.  in which  Pennrose
Properties,  Inc.  holds  capital  stock,  partnership  interests or  membership
interests  entitling  it to voting  control  of and a majority  of the  economic
interest in such Affiliate.

     5.20 UNDERWRITING INFORMATION.  Deliver to the Agent and each of the Banks,
no later  than five  calendar  days  after  request  therefor  from any Bank,  a
compilation  of the  information  prepared or  reviewed  by the  Borrower in the
course of  underwriting  its investment in an Investment  Partnership,  Property
Partnership or Pre-Development Project.

     5.21 SEPARATE CREDIT  RELIANCE ON EACH GUARANTOR.  The Borrower and each of
the  Guarantors  acknowledge  that  each  of the  Banks  has  entered  into  the
transactions  contemplated  by this  Agreement,  and accepted the  Guaranty,  in
reliance upon each Guarantor's  separate and distinct  corporate  existences and
each Guarantor's separate and distinct operations in different lines of business
and markets,  and, accordingly,  the separate credit of each Guarantor.  Each of
the  Guarantors  agrees  to  comply  with  each  of the  separateness  covenants
contained  in clause  (ii) of  EXHIBIT  5.6  attached  hereto,  and to cause the
Borrower  to comply with all of the  separateness  covenants  contained  on said
Exhibit.

     5.22 ORGANIZATIONAL  DOCUMENTS.  Cause the Organizational Documents of each
Investment  Partnership and each Property Partnership,  or each Project Owner in
which the Borrower is then being admitted as a limited partner,  with respect to
which the Borrower or an Investment Partnership proposes to make Equity Payments
or Pre-Development  Loans, to provide,  upon terms and conditions  acceptable to
the Agent:

     5.22.1 for the  acknowledgement  of and  consent  by each of such  entity's
equityholders  to  the  pledges  of  equity  interests  by the  Borrower  or the
Investment  Partnership,  as applicable,  to the Agent,  on behalf of the Banks,
required under this Agreement or the Loan Documents;

     5.22.2 that the Agent shall have all of the rights of a secured party under
the NY UCC to sell or retain the equity interests so pledged;

     5.22.3 for the  immediate,  automatic  and  unconditional  admission of the
Agent (or its nominee, successor,  transferee or assignee) as an equityholder of
such  entity  in the event of a  foreclosure  upon or other  acquisition  of the
equity interests so pledged;

     5.22.4 that BofA, as Agent,  is an intended third party  beneficiary of the
foregoing  provisions and any other provisions of the  Organizational  Documents
which affect the Agent's interest;

     5.22.5 that any amendment of any provision in the Organizational  Documents
of which BofA, as Agent,  is an intended  third party  beneficiary  or any other
amendment to any other  provision in the  Organizational  Documents  which would
materially  affect  BofA's  rights  and  priorities  as Agent  under the  Pledge
Agreements shall require the prior written consent of the Agent.


                                       44
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     5.22.6 in the case of Investment  Partnerships,  that each equity  interest
therein shall be a "security"  within the meaning of Article VIII of the NY UCC,
and that each such interest shall be certificated;

     5.22.7 in the case of each Property Partnership or Project Owner, that with
respect to the equity  interests in such Property  Partnership or Project Owner,
for so long as any pledge of such  interests by the  Borrower or the  Investment
Partnership,  as applicable, to the Agent, for and on behalf of the Banks, shall
not have been released in accordance with its terms,  (i) such equity  interests
will not be, and will not  become,  "investment  property"  and will be and will
remain "general  intangibles" within the meaning of Article 9 of the NY UCC, and
(ii) any action by any partner or member of such Property Partnership or Project
Owner to cause any of such equity  interests to be deemed to be or to be treated
as a "security" or as "investment property" within the meanings of Article 8 and
Article 9,  respectively,  of the NY UCC,  shall be void and of no effect unless
(a) the Agent (if it is the pledgee of such equity interests at the time of such
action) has consented to such action, (b) such equity interests are certificated
and (c) the  certificates  evidencing such equity interests are delivered to the
Agent (for and on behalf of the Banks),  together with  assignments  executed in
blank by the Borrower;

     5.22.8 in the case of each  Pennrose  Partnership,  that (i) such  Pennrose
Partnership  has as its  managing  general  partner or  managing  member  either
Pennrose Properties,  Inc. or an Affiliate of Pennrose Properties, Inc. in which
Pennrose  Properties,   Inc.  holds  capital  stock,  partnership  interests  or
membership  interests  entitling it to voting control of and a majority interest
in such  Affiliate  and  (ii)  the  Organizational  Documents  of such  Pennrose
Partnership contain provisions substantially similar to the following:

     (A)  no notice to or  consent  from any  partner  (or any  member)  of such
          Pennrose  Partnership  or from  such  Pennrose  Partnership  shall  be
          required to the collateral assignment of the Borrower's interests (the
          "Assigned Interests") in such Pennrose Partnership to the Agent;

     (B)  the collateral  assignment of the Assigned  Interests to the Agent and
          by the Agent to its  successors,  assignees  or  transferees  shall be
          acknowledged  as immediately  effective by all of the partners (or all
          of the members) and the Pennrose  Partnership  for all purposes  under
          such Organizational  Documents, and all of the partners (or all of the
          members) and the Pennrose Partnership shall acknowledge that the Agent
          (and its successors,  assignees and transferees) shall have all of the
          rights of a secured party to sell or retain the Assigned Interests;

     (C)  upon the occurrence of an Event of Default,  such Pennrose Partnership
          shall have an option (the "Pennrose  Option") to purchase the Assigned
          Interests at a purchase price equal to the aggregate amount of capital
          contributions made by the Borrower to such Pennrose Partnership,  plus
          the  aggregate  amount of all  interest  accrued on, and all costs and
          expenses incurred by the Agent with respect to, the Obligations of the
          Borrower to the Agent arising out of Loans made to enable the Borrower
          to make Direct Investments in such Pennrose Partnership;

     (D)  the Pennrose  Option must be exercised by all and not less than all of
          the Pennrose Partnerships and must be exercised no later than ten (10)
          Business Days after Pennrose Properties,  Inc. receives written notice
          of the occurrence of an Event of Default from the Agent (the "Exercise
          Period");  provided,  however,  that the Pennrose  Option shall become
          null and void if each  Pennrose  Partnership  does  not  exercise  its
          corresponding option within the Exercise Period; and

     (E)  if any Pennrose  Partnership  shall fail to exercise its corresponding
          option  within the  Exercise  Period,  the Agent shall then be able to
          exercise all of its rights  (under either the Credit  Facility  Global
          Pledge  Agreement  or  an  Investment  Partnership  Pledge  Agreement,
          whichever is applicable) with respect to the Assigned Interests in any
          or all Pennrose Partnerships, including, without limitation, the right
          to foreclose on the Assigned Interests,  in which event the Agent (and
          its  successors,  assignees or  transferees),  or any purchaser of the
          Assigned Interests at foreclosure,  shall be automatically admitted as
          a substitute  limited  partner or member of each Pennrose  Partnership
          with respect to which the Agent has exercised such rights.

     5.22.9 That such Organizational  Documents shall not either (i) contain any
provisions  conflicting  with,  or (ii) be amended or modified so as to alter in
any respect the provisions set forth in this SECTION 5.22.


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<PAGE>



     5.23 CERTAIN HUD/STATE AGENCY FUNDED PROJECTS.

     5.23.1 The parties to this  Agreement  acknowledge  that,  in certain cases
where  a  Housing  Agency   provides   financing   arrangements  to  a  Property
Partnership,  the  Housing  Agency  may  require  provisions  to be added to the
Property Partnership's  Organizational  Documents that would cause the admission
of  the  Agent  (or  its  nominee,  successor,  transferee  or  assignee)  as an
equityholder  of such Property  Partnership to be subject to the approval of the
Housing  Agency (an "Approval  Requirement").  If, in the  determination  of the
Agent, a Property  Partnership's  Organizational  Documents  contain an Approval
Requirement,  then,  notwithstanding the terms of SECTION 5.22.3, but subject to
all  other  requirements  set  forth  in  this  Agreement,   including,  without
limitation,  the sublimit set forth in Section 3.9.2(M),  the Agent will approve
the  making  of  Revolving   Loans  to  fund  Direct   Investments   or  Capital
Contributions to such Property Partnerships.

     5.23.2  The  Borrower  covenants  and  agrees  that  the  initial  draft of
Organizational  Documents  for each Property  Partnership  shall not contain any
Approval  Requirement.  In each instance where a Housing Agency requires that an
Approval  Requirement  be  added  to  a  Property  Partnership's  Organizational
Documents,  the  Borrower  agrees to attempt in good faith to eliminate or limit
such Approval Requirement as the Agent may reasonably request.

     5.24 LIENS ON PROPERTY LP  INTERESTS.  The Borrower  hereby  covenants  and
agrees that the  initial  draft of any  Property  Partnership  Pledge  shall not
include  provisions  giving rise to a lien  contemplated  by Section  6.1.6 that
purports  to be senior in  priority  to the  Agent's  security  interest  in the
Property  LP  Interests  which are the  subject of such lien (a  "Senior  Lien")
(except for Senior Liens  granted to Persons or  Affiliates  of Persons who have
previously  negotiated  for and  received  a  Senior  Lien  pursuant  to a prior
Property  Partnership  Pledge).  While the Borrower  shall in good faith refrain
from  offering to grant to a Property  Partnership  a Senior Lien, a Senior Lien
may be granted at the express request of such Property Partnership.

                                    SECTION 6
                               NEGATIVE COVENANTS

     The Borrower and each Guarantor, jointly and severally,  covenant and agree
that until the Banks are no longer  obligated  to make any  further  advances or
credit  accommodations on account of the Line of Credit and the Obligations have
been repaid and performed in full, the Borrower and each Guarantor will not, and
will cause each of the other Investment Entities to not:

     6.1 ENCUMBRANCES AND LIENS. Create,  execute,  assume,  suffer or allow any
mortgage, deed of trust, security agreement, pledge or encumbrance, or any other
lien of any  kind,  or  execute  or allow to be filed  any  financing  statement
affecting,  any or all of its  property,  real,  personal or mixed,  whether now
owned or hereafter acquired, except:

          6.1.1  Liens  or  charges  for  current  taxes,  assessments  or other
governmental  charges which are not delinquent or which remain  payable  without
penalty,  or the  validity of which is  contested  in good faith by  appropriate
proceedings  upon stay of execution of the  enforcement  thereof,  provided such
entity shall have set aside on its books and shall  maintain  adequate  reserves
for their payment in conformity with GAAP;

          6.1.2 Liens in favor of BofA, as agent on behalf of the Banks pursuant
to and as contemplated by the terms of the Loan Documents;

          6.1.3  Liens  in favor of BofA,  as  agent on  behalf  of the  lenders
pursuant to any BofA Financing  existing on the date hereof (provided,  however,
that no lien in  connection  with any such BofA  Financing  (other than the BofA
Financing  arising  pursuant  to the terms of this  Agreement)  consists  of any
interest in any of the Collateral);

          6.1.4 Liens or encumbrances  granted by a Property  Partnership (i) to
such  Property  Partnership's  construction  lender  in the  ordinary  course of
business  or  pledges  to such  construction  lender in the  ordinary  course of
business  of its  security  interest  in  Property  LP  Interests  pursuant to a
Property Partnership


                                       46
<PAGE>



Pledge or the interests in such Property Partnership held by its Special Limited
Partner,  or (ii)  consisting of mortgages to other lenders  providing any other
financing required for site acquisition for or construction of the Project;

          6.1.5  Liens or  encumbrances  granted  by a Project  Owner (i) to the
Borrower,  in  connection  with a  Pre-Development  Project in order to secure a
Pre-Development  Loan,  provided  that any  such  lien or  encumbrance  shall be
assigned by the Borrower to the Agent for the benefit of the Banks in accordance
with  the  terms of this  Agreement  or (ii) of the type  described  in  SECTION
6.1.5(I) or (II) above;

          6.1.6  Liens or  encumbrances  in  Property  LP  Interests  granted by
Investment  Partnerships or the Borrower to the respective Property  Partnership
pursuant to a Property Partnership Pledge (which liens may be senior in priority
to the Agent's security interest therein, subject to the terms of SECTION 5.24);
and

          6.1.7 Liens granted by MRC  Investment  Partnerships  (with respect to
which  there  has  been  a  Satisfaction  of  Modified  Release  Conditions)  in
Subscription  Payments due from, and Investment LP Interests held by,  investors
who are not MRC Investors with respect to such MRC Investment Partnerships.

     6.2  DOUBLE NEGATIVE PLEDGES.

     6.2.1 RCC specifically agrees that it will not (i) create,  execute, assume
or allow any mortgage, deed of trust, security agreement, pledge or encumbrance,
or any other  lien of any kind;  or (ii) file or allow or suffer to be filed any
financing  statement   affecting,   any  Recurring  Revenue,  any  contracts  or
agreements  pursuant  to which  Recurring  Revenue is  generated,  the  accounts
receivable  evidencing  RCC's  entitlement  to Recurring  Revenue or any deposit
accounts of RCC into which any Recurring Revenue is at any time deposited.

     6.2.2  Other  than in favor  of BofA,  as  Agent  on  behalf  of the  Banks
hereunder,  or as agent on behalf of the lenders  pursuant to any BofA Financing
in existence on the date hereof,  in no event will any of the Guarantors  pledge
or grant any security  interest in any of their respective equity held from time
to time in CM Corp.,  CharterMac Capital or RCC in favor of any Person, or grant
a negative pledge therein in favor of any Person.

     6.3  INDEBTEDNESS.  Create,  incur,  assume or suffer to exist,  nor in any
manner  become  or  be  liable  directly  or  indirectly  with  respect  to  any
Indebtedness (on a consolidated basis) except:

     6.3.1 With respect to the Borrower and each of the Guarantors:

     (A) the Obligations,  RCC Funds and Co-Funding Collateral; (B) Indebtedness
for other  borrowed  money  existing on the date of this  Agreement,  listed and
described, but only to the extent so listed and described, in Section 6.3 of the
Disclosure  Schedule;  (C) secured  Indebtedness  incurred by CharterMac  and CM
Corp. for the purchase price of capital assets  incurred in the ordinary  course
of business (other than real estate),  subject, however, to the limitations that
such  Indebtedness does not exceed the lesser of the cost of such capital assets
or its fair market value at the time of acquisition  and that such  Indebtedness
shall not exceed in the aggregate $500,000.00;  (D) Indebtedness permitted under
SECTION 6.5 hereof;  (E)  Indebtedness  for taxes,  assessments or  governmental
charges to the extent that payment therefor shall at the time not be required to
be made in accordance with SECTION 5.9 hereof;  (F) Indebtedness  incurred by CM
Corp. as the borrower,  under a BofA  Financing in existence on the date hereof;
(G)  Indebtedness  on open  account  incurred  by any of the  Guarantors  or any
Property Partnership for the purchase price of services,  materials and supplies
in the ordinary  course of business (not as a result of  borrowing),  so long as
all of such open account Indebtedness shall be promptly paid and discharged when
due or in conformity  with customary  trade terms and practices,  except for any
such open  account  Indebtedness  which is being  contested  in good  faith by a
Guarantor  or such  Property  Partnership,  respectively,  as to which  adequate
reserves  required by GAAP have been established and are being maintained and as
to which no lien or  encumbrance  has been placed on any property of a Guarantor
or such Property  Partnership,  respectively;  and (H) as to  CharterMac  and CM
Corp.  Indebtedness consisting of Contingent Liabilities to the extent permitted
pursuant to SECTION 7.2 hereof.  In  addition to the  foregoing,  an  Investment
Entity may create,  assume or suffer to exist or become liable for  Indebtedness
(Y) which does not exceed ONE MILLION DOLLARS ($1,000,000), provided the Agent's
prior  consent to such  Indebtedness  is  obtained,  and (Z) which  exceeds  ONE
MILLION DOLLARS ($1,000,000), provided the Majority Banks' prior consent to such
Indebtedness is obtained..


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<PAGE>



     6.3.2 With respect to CharterMac, without duplication:

     (A) Under its  guaranty of  obligations  of its  Subsidiaries  to BofA,  as
agent, and the lenders under any BofA Financing in existence on the date hereof,
or replacement of any such BofA Financing,  to the extent the  establishment  of
such replacement  facility would not result in the acceleration of the loans, or
constitute an event of default,  under any other BofA  Financing in existence on
the date hereof;

     (B) Current  liabilities of CharterMac  incurred in the ordinary  course of
business  (including  all  liabilities  under the TOPS Program and  CharterMac's
existing  fixed rate bond  securitization  program with Merrill  Lynch  commonly
referred to as the P-FLOATS/RITES  Program or similar secured financing program)
but not incurred  through (Y) the  borrowing of money,  or (Z) the  obtaining of
credit  except for credit on an open account basis  customarily  extended and in
fact extended in connection with normal purchases of goods and services;

     (C)  Indebtedness  to Fannie Mae,  Freddie Mac,  GNMA, FHA or other parties
with whom CharterMac or its Subsidiaries originate,  sell, repurchase or service
mortgage  loans,  to the extent  directly  relating  to or  arising  out of such
origination, sale, repurchase, or servicing in the ordinary course of business;

     (D)  Indebtedness  secured by real property  acquired upon  foreclosure  of
mortgages,  to the extent directly related to such real property,  not in excess
of the fair market value thereof,  and  reasonably  expected by CharterMac to be
recovered from the sale or the disposition of the subject real property;

     (E)  Liabilities  incurred  pursuant to Hedging  Agreements in the ordinary
course of business and not for speculation;

     (F)  Indebtedness  to  CharterMac's   wholly-owned   subsidiary  CharterMac
Guarantor,  LLC ("CM Guarantor  LLC"), as evidenced by a promissory note made by
CharterMac in favor of CM Guarantor LLC in principal amount not to exceed twenty
five million dollars ($25,000,000), for the purpose of capitalizing CM Guarantor
LLC. The Borrower and  Guarantors  covenant and agree that (i) CM Guarantor  LLC
will act primarily as a guarantor for certain project-related liabilities,  (ii)
CM Guarantor LLC will only call upon the promissory  note,  and such  promissory
note  shall by its terms  only  become  due and  payable,  in the event  that CM
Guarantor  LLC is required to satisfy an  obligation  arising as a result of any
such  guaranty,  (iii) they shall provide  prompt written notice to the Agent of
any  payment  made  in  satisfaction  of  CharterMac's  obligations  under  such
promissory  note and (iv) they shall cause to be contained in CM Guarantor LLC's
Organizational  Documents  separateness  covenants  substantially in the form of
those contained in EXHIBIT 5.6 attached hereto.

     6.3.3 With respect to RCC,  without  duplication:  additional  Indebtedness
consisting  solely of  Indebtedness  for  borrowed  money not to exceed (i) five
million dollars ($5,000,000) in the aggregate,  and (ii) Contingent  Liabilities
consisting of the Guaranty.

     6.3.4 With respect to CharterMac Capital,  without duplication:  Contingent
Liabilities consisting of the Guaranty.

     6.3.5 With respect to CM Corp., without  duplication,  liabilities incurred
pursuant to Hedging  Agreements  in the ordinary  course of business and not for
speculation;


     6.4  CONSOLIDATION  AND  MERGER.  Liquidate  or  dissolve or enter into any
consolidation,   merger,   partnership,   joint  venture,   syndicate  or  other
combination, except:

          6.4.1  CharterMac may be consolidated  with or merged with any entity,
provided that:

          (A) in any  such  merger  or  consolidation,  CharterMac  shall be the
surviving or resulting entity;


                                       48
<PAGE>



          (B) any such  transaction  shall be consistent with the Borrower's and
each Investment Entity's status as a single purpose entity, if applicable; and

          (C)   immediately   after  the   effectiveness   of  such   merger  or
consolidation  there shall not have  occurred and be  continuing a Default or an
Event of Default, including, without limitation, (i) pursuant to SECTION 8.1.11,
(ii) arising out of any failure to address the separateness  covenants contained
in EXHIBIT 5.6 hereto, or (iii) breaches of the prohibitions  against changes in
management pursuant to SECTION 5.11.

          6.4.2  (i) the  Borrower  may  enter  into  Property  Partnerships  or
Investment  Partnerships,  (ii) Related Direct SLP LLC and each Special  Limited
Partner  may  enter  into  Property  Partnerships,  and  (iii)  each  Investment
Partnership may enter into Property  Partnerships,  in each case as specifically
and expressly contemplated by the terms of this Agreement.

     6.5 LOANS, GUARANTEES,  INVESTMENTS.  Except as expressly permitted by this
Agreement,  make any  advance,  loan or  extension  of  credit  to nor  become a
guarantor  or surety for any Person,  firm or  corporation,  except that (A) the
Borrower  may  make  Pre-Development  Loans  in the  manner  permitted  in  this
Agreement,   (B)  the  Guarantors  and  the  Investment  Partnerships  may  make
investments  in direct  obligations  of the  United  States of America or of any
state,  U.S.  federal  agency  obligations  and commercial  paper  designated as
"prime" by the National  Credit Office of Dun & Bradstreet,  and (C)  CharterMac
and CM Corp.  may  incur  Contingent  Liabilities  consistent  with the terms of
SECTION 7.2 hereof.

     6.6  ACQUISITIONS.  Except  for direct and  indirect  investments  in other
Investment  Entities  as  contemplated  in the  Recitals  set forth  above or as
permitted  pursuant to the terms of this Agreement,  purchase,  acquire or incur
any  liability  for the purchase or  acquisition  of any or all of the assets or
business (including stock or partnership or membership interests) of any Person.

     6.7 DISPOSAL OF ASSETS. Sell, lease, assign,  transfer or otherwise dispose
of more than five percent (5%) of its property or assets, now owned or hereafter
acquired,  except for (a) obsolete or worn-out property and real estate not used
or useful in its  business  and  inventory  sold at market rates in the ordinary
course of business, or (b) a transfer permitted pursuant to SECTION 6.4.

     6.8  PAYMENT  OF  DISTRIBUTIONS.  Declare  or pay  directly  or  indirectly
(through any Affiliate or otherwise), any distributions in respect to its equity
interests  or make  any  distribution  of  assets  with  respect  to its  equity
interests or in payment of fees or other  compensation or  reimbursement  of any
expenses  to a party  related  to any  other  Investment  Entity or any of their
Affiliates,   whether  in  cash,  property  or  securities,   including  without
limitation any payment of fees or reimbursement of any expenses to, or repayment
of loans from, RCC (including,  without  limitation,  the RCC Funds);  provided,
however,  that so long as  there  does  not  then  exist a  Default  or Event of
Default:

          6.8.1 The foregoing  provisions of this SECTION 6.8 shall not apply to
CharterMac or any of its Subsidiaries (other than the Borrower); and

          6.8.2 Upon  fulfillment of the Release  Conditions  with respect to an
Investment  Partnership,  RCC may receive fees and reimbursement for expenses as
and to the extent  described  in the  Approved  Prospectus  for such  Investment
Partnership,  and upon fulfillment of the Release  Conditions with respect to an
Investment Partnership, Property Partnership or Pre-Development Project, RCC may
receive repayment of the RCC Funds associated with such Investment  Partnership,
Property Partnership or Pre-Development Project.

     6.9 LIMITATIONS ON LEASING. Lease or become liable as lessee upon any lease
of real or personal property, other than (A) leases entered into by the Property
Partnerships in the ordinary course of business, as landlord, at market rates or
other  applicable  rates required  and/or  approved by the applicable low income
housing  subsidy  source  and (B) leases to which RCC or  CharterMac  is a party
which are entered into in the normal course of RCC's or CharterMac's business.


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<PAGE>



     6.10 DEFAULT UNDER OTHER AGREEMENTS OR INDENTURES. Commit or do, or fail to
commit or do, any act or thing which action or failure to act would constitute a
material  event of  default  under any of the terms or  provisions  of any other
agreement,  indenture,  contract,  document  or  instrument  executed  or  to be
executed  by such  Investment  Entity  where such event of default  would have a
material adverse effect on the business or condition of any Investment Entity.

     6.11 PURCHASE OF MARGIN STOCK. Except with the prior written consent of the
Agent and each of the Banks,  utilize  any part of the  proceeds  of the Loan to
purchase or carry any margin  stock  (within the meaning of  Regulation U of the
Board of Governors of the Federal  Reserve System) or to extend credit to others
for the purpose of purchasing or carrying any margin stock.

     6.12 AMENDMENT TO CERTAIN DOCUMENTS.  Except with the prior written consent
of the Agent and each of the  Banks,  amend or agree  with any party to vary the
terms  of any  Organizational  Documents  of any  Investment  Entity;  provided,
however, that any Investment Entity may enter into such amendments or agreements
in the  ordinary  course  of  business  if such  change  or  amendment  does not
materially  adversely  affect (i) the liability,  risk or rights of the Agent or
the  Banks  under  any  of  the  Loan  Documents  or  any  of  the  transactions
contemplated  thereby or (ii) the status of such  Investment  Entity as a single
purpose bankruptcy remote entity (if such status is required by the terms hereof
or is  otherwise  reasonably  required by the Agent).  It is  understood  by the
parties  hereto that any  agreement  to  contribute  to the capital of a limited
partnership  owning a Project  prior to the  closing of a  construction  loan to
build such Project and the  allocation of tax credits to such  partnership  with
respect to such Project by the local allocating agency will materially adversely
affect such liability or risk.

     6.13 TRANSACTIONS WITH AFFILIATES. Except with the prior written consent of
the Agent and each of the Banks, directly or indirectly enter into any purchase,
sale,  lease or other  transaction  with any  Affiliate  except in the  ordinary
course  of  business  on terms  that are no less  favorable  to the  transacting
Investment Entity than those which might be obtained at the time in a comparable
arm's-length transaction with any Person (including an individual,  corporation,
partnership,  trust,  limited  liability  company  and  governmental  agency  or
instrumentality) who is not an Affiliate.

     6.14 ERISA  COMPLIANCE.  Permit,  suffer or cause any Plan or any fiduciary
thereof to (A) engage in any "prohibited  transaction"  (as defined in ERISA and
the Code), (B) incur any material  "accumulated  funding deficiency" (as defined
in Section  412(a) of the Code and Section 302 of ERISA)  whether or not waived,
(C) fail to satisfy any additional funding requirements set forth in Section 412
of the Code and  Section  302 of ERISA,  or (D)  terminate  any Plan in a manner
which could result in the  imposition of a lien on any property of an Investment
Entity.  Each  Plan  shall  comply  in all  material  respects  with  ERISA.  In
furtherance of the foregoing,  with respect to any Plan, each Investment  Entity
shall,  or shall  cause its  Affiliates  to,  furnish to the Agent and the Banks
promptly (V) written notice of the occurrence of a Reportable  Event (as defined
in ERISA and the Code),  (W) a copy of any  request  for a waiver of the funding
standards or an extension of the amortization periods required under Section 412
of the Code and  Section  302 of  ERISA,  (X) a copy of any  notice of intent to
terminate any funded Plan that is a defined  benefit  plan,  (Y) notice that the
Investment  Entity or any  Affiliate  will or may incur any  liability  to or on
account of a Plan under Section 4062,  4064, 4201 or 4204 of ERISA, and (Z) upon
the  Agent's  request,  a copy of the  annual  report of each Plan (Form 5500 or
comparable  form)  required  to be filed with the IRS and/or the  Department  of
Labor. Any notice to be provided to the Agent under this Section shall include a
certificate  of the chief  financial  officer of the  Investment  Entity setting
forth details as to such occurrence and the action, if any, which the Investment
Entity and/or the  Affiliate is required or proposes to take,  together with any
notices required or proposed to be filed with or by the Investment Entity and/or
any Affiliate,  the Pension Benefit Guaranty  Corporation,  the Internal Revenue
Service,  the trustee or the Plan administrator  with respect thereto.  Promptly
after the adoption of any Plan subject to ERISA, the Investment  Entity adopting
such Plan shall notify the Banks of such adoption and of the vesting and funding
schedules and other principal provisions thereof.

     6.15 COLLATERAL COVERAGE.  Permit the portion of the Loan with respect to a
particular  Investment  Partnership  outstanding  at any time to exceed a dollar
amount  equal to 80.75% of the price,  determined  in  accordance  with the Cash
Purchase Method, of Units of such Investment Partnership then held by the Agent,
on behalf of the Banks, as collateral for the Obligations.


                                       50
<PAGE>



     6.16 MATERIAL  ADVERSE  CHANGE.  Suffer or experience any material  adverse
change in CharterMac's financial condition, business or assets.

                                    SECTION 7
                               FINANCIAL COVENANTS

     7.1 MINIMUM  ADJUSTED  TANGIBLE  NET WORTH.  CharterMac  shall at all times
maintain on a consolidated basis (to be tested as of the last day of each fiscal
quarter) a minimum  Adjusted  Tangible Net Worth of not less than the sum of (i)
$665,000,000.00,  plus (ii) seventy-five  percent (75%) of the offering proceeds
of any issuances of Equity  Interests from and after September 27, 2003, (net of
the costs and expenses  actually  incurred by CharterMac in connection with such
equity issuances).

     7.2  CONTINGENT LIABILITIES.

          7.2.1 Neither CharterMac nor CM Corp. will at any time create,  incur,
assume or suffer to exist,  or in any manner become or be liable with respect to
any Contingent Liabilities in excess of $350,000,000.00,  in the aggregate.  The
determination  of the amount of  CharterMac's  Contingent  Liabilities  shall be
calculated as described in Exhibit 7.2 in a manner  consistent  with the methods
used in preparing the  projections  included as a part of Exhibit 7.2,  provided
that any potential  liabilities arising from matters not clearly attributable to
any of the risk  categories  described  in Exhibit  7.2 shall be assigned a risk
rating by the Agent in its sole discretion.

          7.2.2 RCC will not at any time incur,  assume,  or suffer to exist, or
in any manner  become or be liable with respect to any  Contingent  Liabilities,
other than pursuant to the terms of the Guaranty.

     7.3 LIQUIDITY.  CharterMac, on a consolidated basis, shall (a) at all times
maintain unrestricted  liquidity (consisting solely of Cash and Cash Equivalents
(excluding  any  Cash and  Cash  Equivalents  deposited  in the  Warehouse  Cash
Collateral Account)) of not less than $2,000,000,  and (b) as of the end of each
calendar quarter maintain  unrestricted  liquidity (consisting of the sum of (i)
Cash and Cash Equivalents  (excluding any Cash and Cash Equivalents deposited in
the  Warehouse  Cash  Collateral  Account),  plus (ii) an  amount  not to exceed
$5,000,000   consisting  of  the  amount   available  on  an  unrestricted   and
unconditional basis to CharterMac pursuant to a BofA Financing) of not less than
$10,000,000.

     7.4  FIXED  CHARGES.   CharterMac   shall  not  permit  the  ratio  of  its
consolidated (i) Adjusted EBITDA, divided by (ii) Fixed Charges, to be less than
1.75 to 1.0, for any fiscal quarter, commencing with CharterMac's fiscal quarter
ending September 30, 2004.

     7.5  TOTAL  LIABILITIES.  CharterMac  shall  not  permit  at any  time  its
consolidated  Total Liabilities to exceed  sixty-five  percent (65%) of the fair
market value of its  consolidated  Total  Assets as  reflected  on  CharterMac's
balance sheet from time to time.

                                    SECTION 8
                                EVENTS OF DEFAULT

     8.1 EVENTS OF DEFAULT.  If one or more of the following described Events of
Default occurs:

          8.1.1 The Borrower  defaults in the punctual  payment of any principal
or interest on any Obligation  when due and such default  continues for a period
of five (5) days after the due date of such principal or interest payment; or

          8.1.2 Any of the representations or warranties made by the Borrower or
any Guarantor in this Agreement,  any Note, any other Loan Document,  agreement,
guaranty,  certificate  or  financial  or other  statements  delivered  or later
furnished  by or on behalf of the Borrower or any  Guarantor  or any  Investment
Entity  in  connection  with this Loan is false or  misleading  in any  material
respect at the time made; or


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<PAGE>



          8.1.3 The Borrower,  any Guarantor or any of their Affiliates fails to
perform or observe any other covenant, term, provision,  condition, agreement or
obligation  of this  Agreement,  or any other Loan  Document  or the  Guarantors
default under the Guaranties; or

          8.1.4 Any  Investment  Entity  fails to perform or observe  any of the
covenants,  terms, provisions,  conditions,  agreements or obligations under any
other agreement, indenture, document, note or other instrument executed or to be
executed by such  Investment  Entity in connection with or relating to the Loan,
including  without  limitation  a  Pre-Development   Loan,  pursuant  to  or  as
contemplated by any of the Loan Documents,  provided that any such failures with
respect  to  Pre-Development  Loans  shall not  constitute  an Event of  Default
hereunder so long as the aggregate amount of commitments  which the Borrower has
made to fund such  Projects  that are in default does not exceed Two Million and
No/100 Dollars ($2,000,000); or

          8.1.5 Any Investment  Entity becomes  insolvent,  or admits in writing
its  inability  to pay its debts as they mature,  or fails  generally to pay its
debts as they become due, or makes an assignment for the benefit of creditors or
commences  a case  for  its  dissolution;  or  applies  for or  consents  to the
appointment  of  or  taking  possession  by  a  trustee,  liquidator,  assignee,
custodian,  sequestrator  or  receiver  (or  similar  official)  for it or for a
substantial part of its property or business; or takes any action in furtherance
of any of the foregoing; or

          8.1.6 A trustee,  liquidator,  assignee,  custodian,  sequestrator  or
receiver (or similar  official) is appointed for an  Investment  Entity or for a
substantial  part of any of its property or business  without its consent and is
not discharged within thirty (30) days after such appointment; or

          8.1.7 Any governmental  agency or any court of competent  jurisdiction
at the insistence of any  governmental  agency assumes custody or control of the
whole or any  substantial  portion of the  properties or assets of an Investment
Entity and such is not dismissed within thirty (30) days thereafter; or

          8.1.8 Any money  judgment,  writ or warrant of attachment,  or similar
process is entered or filed against an Investment  Entity, any of its properties
or other assets and is not vacated,  bonded, or stayed within the earlier of (a)
a period  of  thirty  (30)  days or (b)  five (5) days  prior to the date of any
proposed sale thereunder, unless currently contested by such party in good faith
and by proper  proceedings  and if such party  shall have set aside on its books
and shall maintain  adequate  reserves for the payment of the same in conformity
with GAAP; or

          8.1.9 A bankruptcy, reorganization, insolvency, or liquidation case or
other  case for  relief  under any  bankruptcy  law or any law for the relief of
debtors is  commenced  by or against an  Investment  Entity and,  if  instituted
against an Investment  Entity,  is not  dismissed  within thirty (30) days after
such institution or such Investment  Entity by any action or answer approves of,
consents to, or acquiesces  in any such case or admits the material  allegations
of, or defaults in answering a petition filed in any such case; or

          8.1.10 This  Agreement or any Note or any guaranty or other  agreement
entered into in connection herewith or therewith, or any other Loan Document, at
any time while any  Obligations  remain unpaid or  unperformed,  ceases to be in
full  force  and  effect  or is  declared  null and  void,  or the  validity  or
enforceability  thereof is contested or any party thereto denies that it has any
or further  liability or obligation under this Agreement,  such Note, such other
agreement, such guarantee or any other Loan Document; or

          8.1.11 There is a Change in Control; or

          8.1.12 If no later than thirty (30) days prior to the  Maturity  Date,
the  Borrower has failed to provide  cash  collateral  to the Agent in an amount
equal to the Letter of Credit  Loan  Amount  applicable  to any Letter of Credit
whose expiration date occurs beyond the Maturity Date; or

          8.1.13 A default or an event of default  shall  have  occurred  and be
continuing under (and as defined in) any BofA Financing; or


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          8.1.14 A default or a breach  shall have  occurred  and be  continuing
beyond any applicable cure period in the payment or performance of any direct or
contingent  liability of any Guarantor in excess of  $25,000,000  (not on a risk
adjusted basis); or

          8.1.15 A default  or breach  shall  have  occurred  and be  continuing
beyond any applicable cure period in any direct obligation of RCC; or

          8.1.16 Any letter of credit  provided  pursuant to SECTION 3.10 hereof
shall be dishonored or terminated by the issuer  thereof,  shall  terminate,  or
shall not be renewed or replaced (upon terms and conditions  satisfactory to the
Agent and the Banks) at least thirty (30) days prior to the Maturity Date;

and such Event of Default (except for an Event of Default  described in SECTIONS
8.1.1,  8.1.5 through  8.1.7,  8.1.9 and 8.1.11  through  8.1.16 for which there
shall be no grace period except as specifically  provided therein, if any) shall
continue  for more than  fifteen  (15) days  after the Agent  shall  have  first
notified the Borrower of such Event of Default (or for more than sixty (60) days
after the Agent shall have first notified the Borrower of such Event of Default,
if such Event of Default is a non-monetary  failure or breach and is not capable
of being cured within such fifteen (15) day period but is, nevertheless, capable
of cure and the Borrower shall have commenced and is diligently pursuing (in the
sole  determination  of the Agent) a cure of such failure or breach) THEN, or at
any time  thereafter,  (unless  such Event of Default  shall have been waived in
writing by the Agent,  on behalf of the Banks, or by the Majority Banks or Banks
in  accordance  with the terms of  SECTION  10.3  hereof)  at the  option of the
Majority Banks and at the Majority Banks' unrestricted  discretion the Agent may
terminate the Loan and each commitment to make any advances or extend any credit
accommodations to the Borrower and each Obligation  outstanding  shall,  without
presentment,  demand,  protest,  or notice of any kind,  all of which are hereby
expressly  waived,  be forthwith due and payable,  if not otherwise then due and
payable,  anything  herein  contained  or in any Note or other  document  to the
contrary  notwithstanding,  and the  Agent  may  immediately,  and  without  any
expiration of any period of grace,  enforce any and all of Agent's or the Banks'
rights or remedies  provided by this  Agreement,  any Note, any Loan Document or
any other rights or remedies afforded by law; PROVIDED HOWEVER, that in the case
of any Event of Default  other than those  specified in SECTIONS  8.1.5,  8.1.6,
8.1.7 and 8.1.9,  the Agent shall  provide a written  notice to the Borrower and
the  Guarantors  of such  Event of Default  specifying  whether or not the Agent
intends to require  payment of all  Obligations in accordance  with the terms of
this SECTION 8.


                                    SECTION 9
                                     AGENCY

     9.1 APPOINTMENT AND AUTHORIZATION.  Each of the Banks hereby appoints BofA,
acting through its head office, to serve as Agent under this Agreement, the Loan
Documents  and any other  documents,  instruments  and  agreements  executed and
delivered in connection with the transactions contemplated by this Agreement and
irrevocably  authorizes  the  Agent to take  such  action  as agent on each such
Bank's behalf under this Agreement, the Loan Documents and such other documents,
instruments  and  agreements  and to exercise  such  powers and to perform  such
duties under this Agreement and such other documents, instruments and agreements
as are delegated to the Agent by the terms hereof or thereof,  together with all
such powers as are reasonably incidental thereto.  Notwithstanding the foregoing
or any other provision  contained in this Agreement or the Loan Documents to the
contrary,  the Agent will take or refrain  from  taking any action  (other  than
routine  administrative  actions  authorized  pursuant  to this  SECTION  9) and
exercise or refrain from  exercising any rights as Agent under this Agreement or
the other Loan Documents as the Majority Banks may direct in writing.

     9.2  RESIGNATION OF AGENT; REMOVAL OF AGENT; SUCCESSOR AGENT.

          9.2.1 The Agent may resign from the  performance  of all its functions
and duties  hereunder at any time by giving at least thirty (30) Business  Days'
prior written notice to the Banks and Borrower, and shall automatically cease to
be the Agent hereunder in the event (1) a petition in bankruptcy  shall be filed
by or against the Agent or (2) the Federal Deposit Insurance  Corporation or any
other  governmental  authority  shall assume control of the Agent or the Agent's
interests  under the Line of Credit.  The Agent may be  removed  by Banks  whose
aggregate  Commitments  constitute  at least  sixty  percent  (60%) of the total
Commitments  of all Banks,  excluding the Agent and each Affiliate of the Agent,
for negligence or willful  misconduct at any time by giving at least thirty (30)


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Business Days' prior written notice to the Agent,  Borrower and all other Banks.
If the Agent enters into one or more  participations  pursuant to SECTION 10.13,
having the effect of  reducing  its  Commitment  or  economic  interest  in this
Agreement, to less than TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00),
then any Bank whose  Commitment or economic  interest in this Agreement  exceeds
that of the Agent may remove the Agent by notice given  within  thirty (30) days
after such Bank  receives  notice of the  assignments  or  participations  which
reduce the Agent's  Commitment or economic interest in this Agreement below such
level.  Such  resignation  or removal shall take effect upon the acceptance by a
successor Agent of appointment pursuant to this SECTION 9.2.

          9.2.2 Upon any such notice of  resignation by or removal of the Agent,
the Bank with the largest Commitment shall become the successor Agent unless (1)
such Bank refuses to become Agent, or (2) the Majority Banks vote that such Bank
not become the successor Agent. If the Bank with the largest Commitment does not
become successor Agent pursuant to the preceding sentence then the Bank with the
next  largest  Commitment  may  become  successor  Agent  subject  to  the  same
conditions.  If two or more Banks would each qualify as successor Agent pursuant
to the foregoing and two or more of such Banks are willing to become Agent,  the
successor  Agent shall be chosen by the Majority Banks. If no successor Agent is
selected pursuant to the preceding  provisions of this SECTION 9.2, the Majority
Banks shall appoint a successor  Agent with the consent of the  Borrower,  which
consent shall not be  unreasonably  withheld,  conditioned  or delayed and which
consent  shall not be required if there shall then exist any Default or Event of
Default.  Any  successor  Agent  must be a bank (i) the  senior  unsecured  debt
obligations of which (or such bank's parent's senior unsecured debt obligations)
have a Rating of not less than BBB and (ii) which has total  assets in excess of
TEN BILLION AND NO/100 DOLLARS ($10,000,000,000.00).

          9.2.3 If a  successor  Agent shall not have been so  appointed  within
said thirty (30)  Business Day period,  the retiring or removed Agent shall then
appoint a  successor  Agent who shall meet the  requirements  described  in this
Section  and who shall  serve as Agent  until such time,  if any, as a successor
Agent shall have been appointed as provided above.

     9.3 AGENT AND AFFILIATES.  BofA shall have the same rights and powers under
this Agreement and documents,  instruments and agreements executed and delivered
in connection with the transactions contemplated by this Agreement as each other
Bank and may exercise or refrain from  exercising the same as though it were not
the Agent,  and BofA and its Affiliates may accept deposits from, lend money to,
and generally  engage in any kind of business with the Borrower or any Affiliate
of the  Borrower  as if it were not the Agent  hereunder  and under  such  other
documents,  instruments or agreements. Except as otherwise provided by the terms
of this  Agreement,  including  without  limitation  on account of  prohibitions
binding upon the Borrower,  nothing  herein shall prohibit any of the Banks from
accepting  deposits from,  lending money to or generally engaging in any kind of
business with the Borrower or any Affiliate of the Borrower.

     9.4  FUTURE ADVANCES.

          9.4.1 In order to more  conveniently  administer the Loans,  each Bank
hereby  authorizes  the Agent to make all Loans and issue all  Letters of Credit
under this  Agreement in accordance  with the terms and  conditions of each Draw
Certificate  approved by the Banks  pursuant to SECTION  2.1.4 and SECTION 3.8.6
hereof.  Whether or not this Agreement has been terminated,  an Event of Default
then exists, the Obligations have been accelerated or the Agent is proceeding to
liquidate  the  Collateral,  each Bank hereby  irrevocably  and  unconditionally
agrees to transfer to the Agent, at an account  designated for such transfers by
the Agent,  by no later than 1:00 p.m.  (Boston  time) on the  Business Day next
following  the date on which the Agent has funded a Loan pursuant to an approved
Draw  Certificate,   an  amount  (the  "Reimbursement  Amount")  in  immediately
available  federal  funds  sufficient  to  reimburse  the Agent for such  Bank's
Commitment  Percentage  of the  Loan  requested  in such  Draw  Certificate.  In
addition:

          (A)  In the event  that a Bank  does not  provide  the Agent  with any
               Reimbursement  Amount in accordance with this SECTION 9.4.1,  and
               the Agent has advanced a corresponding  amount to the Borrower on
               such  Bank's  behalf,  such Bank shall pay the Agent  interest on
               such Reimbursement Amount at the rate charged to the Borrower for
               such corresponding  amount under this Agreement for each Business
               Day on which the Bank fails to provide said Reimbursement Amount,
               commencing on the Business Day on which said Reimbursement Amount
               was due to be provided to the Agent;


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<PAGE>



          (B)  Funds advanced by the Agent upon  presentation of a sight or time
               draft under a Letter of Credit  shall be  considered a "Loan" for
               purposes of this  SECTION  9.4.1  initially  made by the Agent at
               such time as such funds are actually advanced by the Agent; and

          (C)  For purposes of calculating  interest income and other applicable
               charges,  each Loan made by the Agent on behalf of any Bank shall
               be  considered a Loan from the Agent to the  Borrower  until such
               time as the Agent receives the Reimbursement  Amount allocable to
               such Loan from such Bank,  and  thereafter  shall be considered a
               Loan from such Bank to the Borrower.

          9.4.2 If for any  reason any Bank shall fail or refuse to abide by its
obligations under this Agreement, including without limitation its obligation to
make available to the Agent its Commitment  Percentage of any advance  requested
in a Draw Certificate  approved in accordance with this Agreement (a "Delinquent
Bank"),  and such  failure is not cured within ten (10) days of receipt from the
Agent of written  notice  thereof,  then, in addition to the rights and remedies
that may be available to the Agent, other Banks, the Borrower or any other party
at law or in equity, and not as a limitation thereof:

          (A)  Such Delinquent Bank's right to participate in the administration
               of,  or  decision-making  rights  related  to,  the  Loans,  this
               Agreement or the other Loan Documents  shall be suspended  during
               the pendency of such failure or refusal  (and in  furtherance  of
               the foregoing,  (a) such Delinquent Bank's Commitment  Percentage
               shall  not  be  considered  in  any  determination  of  the  term
               "Majority  Banks"  and (b)  such  Delinquent  Bank  shall  not be
               included in any consents,  waivers,  approvals or  determinations
               requiring  the  consent  of the  Majority  Banks or of all of the
               Banks);

          (B)  Such Delinquent Bank shall be deemed to have assigned any and all
               payments due to it from the  Borrower,  whether on account of the
               outstanding  Loans,   interests,   fees  or  otherwise,   to  the
               non-delinquent Banks, for application to, and reduction of, their
               proportionate  shares of the outstanding Loans until, as a result
               of application of such assigned  payments,  the Delinquent Bank's
               percentage  of all of  the  outstanding  Loans  shall  equal  its
               Commitment Percentage.  The Delinquent Bank's decision-making and
               participation  rights to  payments  as set forth in this  Section
               shall  be  restored  only  at  such  time  as (a)  the  remaining
               outstanding  Loans  advanced  by the  Delinquent  Bank equals its
               Commitment  Percentage of all then outstanding  Loans and (b) the
               Delinquent  Bank  shall  have paid to the Agent (for the pro rata
               benefit of all of the  non-delinquent  Banks) an amount  equal to
               the Delinquent  Bank's portion of the Renewal Fee multiplied by a
               fraction,  the  numerator of which is equal to the number of days
               such  Delinquent Bank was delinquent and the denominator of which
               is equal to 364; and

          (C)  The  non-delinquent  Banks shall also have the right, but not the
               obligation,  in their respective,  sole and absolute  discretion,
               exercisable  by  irrevocable  written  notice to the  Agent,  the
               Delinquent  Bank and all of the other  Banks,  to acquire  for no
               cash  consideration a portion of the Delinquent Bank's Commitment
               to fund  future  Loans  (the  "Future  Commitment")  equal to the
               lesser of (a) the portion of the Future  Commitment such electing
               Bank  indicates in its notice of exercise  and (b) such  electing
               Bank's  share of the  Future  Commitment  determined  pro rata in
               accordance  with the  Commitment  Percentages of all Banks making
               such an election from time to time. Upon any such purchase of the
               Commitment  of  any  Delinquent  Bank's  Future  Commitment,  the
               Delinquent  Bank's  share in future Loan  Advances and its rights
               under the Loan Documents with respect  thereto shall terminate on
               the date of  purchase,  and the  Delinquent  Bank shall  promptly
               execute all documents  reasonably  requested to further  evidence
               surrender and transfer of such  interest.  Each  Delinquent  Bank
               shall indemnify the Agent and each  non-delinquent  Bank from and
               against any and all loss,  damage or expenses,  including but not
               limited to reasonable  attorneys'  fees and funds advanced by the
               Agent  or  by  any  non-delinquent   Bank,  on  account  of  such
               Delinquent   Bank's   failure  to  timely  fund  its   Commitment


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<PAGE>



               Percentage  of  a  Loan  advance  or  to  otherwise  perform  its
               obligations under this Agreement or any other Loan Document.

          9.4.3  Notwithstanding  the provisions hereof, the obligations to make
advances of the Loan under the terms of this Agreement  shall be the several and
not joint  obligation of each Bank,  and neither the Agent nor any Bank shall be
required to fund the ratable portion of any advance of any Delinquent  Bank. Any
advances  made  by  the  Agent  on  behalf  of  a  Bank  are  strictly  for  the
administrative  convenience  of the  parties and shall in no way  diminish  such
Bank's liability to the Agent to repay the Agent for such advances.

     9.5  PAYMENTS.  All  payments of  principal of and interest on the Loans or
other payments made with respect to the Obligations shall be made by transfer of
immediately  available federal funds to the Repayment Account. All such payments
received by the Agent after 2:00 p.m. (Boston time) shall be deemed to have been
received  on the  Business  Day next  following  actual  receipt.  All  payments
received by the Agent shall be paid  promptly  (using its best efforts to pay on
the same Business Day as such payments are received but in any event within five
(5) Business  Days of such  receipt) to each of the Banks pro rata in accordance
with their respective Commitment  Percentages,  provided that each Bank has made
the advances  required  under  SECTION 9.4 hereof.  All such  payments  from the
Borrower  or as proceeds  of  Collateral  received by the Agent shall be held in
trust for the  benefit of the Banks.  As each such  payment is  received  by the
Agent, the Agent shall promptly charge or credit each of the Banks to the extent
necessary to ensure that as between them, each of the Banks holds its respective
Commitment  Percentage  of the  outstanding  Loans,  based  on the  then  unpaid
aggregate  principal amounts of the Loans  outstanding.  If, after the Agent has
paid each Bank's proportionate share of any payment received or applied by Agent
in respect of the Loan,  that payment is rescinded or must otherwise be returned
or paid over by the Agent, whether pursuant to any bankruptcy or insolvency law,
sharing of payments clause of any loan agreement or otherwise,  such Bank shall,
at the Agent's request,  promptly return its proportionate share of such payment
or application to the Agent, together with the Bank's proportionate share of any
interest or other  amount  required to be paid by the Agent with respect to such
payment or application.

     9.6 INTEREST, FEES AND OTHER PAYMENTS. All payments of interest received by
the Agent in respect of the Loan,  except as otherwise  provided by the terms of
this Agreement,  and all other fees and premiums received by the Agent hereunder
or in respect of the Loan, except fees pursuant to SECTIONS 2.1.4(3), and 10.8.4
herein,  shall  be  shared  by the  Banks  pro  rata in  accordance  with  their
respective Commitment Percentages, provided that each Bank has made the advances
required under SECTION 9.4 hereof.  All payments  received by the Agent pursuant
to SECTION  10.5 of this  Agreement  shall be applied by the Agent to  reimburse
each Bank, on account of the tax,  charge,  liability,  loss, cost or expense in
respect of which such  payment is made.  Each of the Banks and the Agent  hereby
agrees that if it should receive any amount  (whether by voluntary  payment,  by
realization  upon  security,  by the  exercise of the right of setoff or bankers
lien, by counterclaim or cross-action, by the enforcement of any right under the
Loan Documents,  or otherwise) in respect of principal, or interest on the Loans
or any fees which are to be shared pro rata among the Banks,  which as  compared
to the amounts  theretofore  received  by the other  Banks with  respect to such
principal,  interest or fees, is in excess of such Bank's Commitment  Percentage
of such principal, interest or fees, such Bank shall share such excess, less the
costs and  expenses  (including  reasonable  attorneys  fees and  disbursements)
incurred by such Bank in connection with such  realization,  exercise,  claim or
action,  pro  rata  with  all  other  Banks in  proportion  to their  respective
Commitment  Percentages,  provided,  however,  that if all or any portion of any
such excess amount is thereafter recovered from such Bank, such pro rata sharing
shall be  rescinded  and the  amounts so shared  restored  to the extent of such
recovery, but without interest.

     9.7  ACTION BY AGENT.

          9.7.1 The  obligations of the Agent hereunder are only those expressly
set forth herein.  The Agent shall have no duty to exercise any right,  power or
remedy hereunder or under any other document,  instrument or agreement  executed
and delivered in connection with or as contemplated by this Agreement or to take
any affirmative action hereunder or thereunder, except as expressly set forth in
this  Agreement.  The  Agent  shall not have,  by  reason of this  Agreement  or
otherwise, a fiduciary relationship with respect to any Bank.


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<PAGE>



          9.7.2 The Agent shall keep all records of the Loan, other advances and
payments hereunder,  and shall give and receive notices and other communications
to be given or received by the Agent hereunder on behalf of the Banks. The Agent
shall  promptly,  and in any event within ten (10)  Business  Days after receipt
thereof,  send to each Bank copies of any notices or other documents (including,
without  limitation,  interest  invoices  and  tracking  reports)  given  to the
Borrower  or  received  by the Agent from the  Borrower  to the extent that such
notices or other documents were not sent directly to such Bank by the Borrower.

          9.7.3 Upon the occurrence and during the  continuation  of an Event of
Default,  the Majority  Banks may  exercise  their option on behalf of the Banks
pursuant to SECTION 8.1 hereof to declare all  Obligations  immediately  due and
payable,  and upon such  exercise  the Agent may take such  action as may appear
necessary  or desirable  to collect the  Obligations  and enforce the rights and
remedies of the Agent or the Banks with respect to the Collateral.

          9.7.4  Whether or not an Event of Default  shall  have  occurred,  the
Agent may from time to time exercise the rights of the Agent and Banks hereunder
or under the other documents, instruments or agreements executed or delivered in
connection with or as contemplated by this Agreement as it may deem necessary or
desirable to protect the Collateral and the interests of the Agent and the Banks
therein.

          9.7.5 The Agent shall give, or shall cause to be given, notice to each
of the Banks (which notice can be given by electronic  mail) that the Collateral
for a particular  advance has been  obtained.  Such notice must be received by a
Bank before its obligations under SECTION 9.4.1 shall arise with respect to such
advance.  The Agent shall  deliver to each of the Banks copies of all  documents
evidencing the Collateral.

     9.8  CONSULTATION  WITH EXPERTS.  The Agent shall be entitled to retain and
consult with legal counsel,  independent  public  accountants  and other experts
selected  by it and shall not be  liable  to the  Banks  for any  action  taken,
omitted  to be taken or  suffered  in good  faith by it in  accordance  with the
advice of such counsel,  accountants or experts. The Agent may employ agents and
attorneys-in-fact  and shall not be  liable  to the  Banks  for the  default  or
misconduct of any such agents or attorneys.

     9.9 LIABILITY OF AGENT.  The Agent shall  exercise the same care to protect
the interests of each Bank as it does to protect its own  interests,  so that so
long as the Agent exercises such care it shall not be under any liability to any
Bank,  except for the  Agent's  gross  negligence  or willful  misconduct,  with
respect to anything it may do or refrain from doing.  Subject to the immediately
preceding sentence, neither the Agent nor any of its directors, officers, agents
or  employees  shall  be  liable  for any  action  taken  or not  taken by it in
connection herewith in its capacity as Agent. Without limiting the generality of
the  foregoing,  neither the Agent nor any of its directors,  officers,  agents,
representatives  or  employees  shall  be  responsible  for or have  any duty to
ascertain, inquire into or verify: (A) any statement, warranty or representation
made in  connection  with this  Agreement or any other  document,  instrument or
agreement   executed  and   delivered  in  connection   with  the   transactions
contemplated by this Agreement;  (B) the performance or observance of any of the
covenants or agreements of the Borrower, or any Guarantor;  (C) the satisfaction
of any condition specified in SECTION 3 hereof, (D) the validity, effectiveness,
enforceability  or  genuineness  of  this  Agreement,  the  Notes  or any  other
document,  instrument or agreement  executed and delivered in connection with or
as contemplated by this Agreement; (E) the existence,  value,  collectibility or
adequacy of the  Collateral or any part thereof or the validity,  effectiveness,
perfection or relative priority of the liens and security interests of the Banks
(through the Agent) therein; or (F) the filing, recording,  refiling, continuing
or  re-recording  of any  financing  statement or other  document or  instrument
evidencing  or  relating to the  security  interests  or liens of the Agent,  on
behalf of the Banks, in the Collateral.  The Agent shall not incur any liability
by acting in reliance upon any notice, consent, certificate,  statement or other
writing  (which  may be,  without  limitation,  a bank  wire,  telex or  similar
writing)  believed  by it to be genuine  or to be signed by the proper  party or
parties.

     9.10  INDEMNIFICATION.  Each  Bank  agrees to  indemnify  the Agent (to the
extent the Agent is not reimbursed by the Borrower),  ratably in accordance with
its  Commitment  Percentage,  from and  against  any  cost,  expense  (including
attorneys' fees and  disbursements),  claim,  demand,  action, loss or liability
which the Agent may suffer or incur in  connection  with this  Agreement  or any
document,  instrument or agreement  executed and delivered in connection with or
as contemplated  by this Agreement,  or any action taken or omitted by the Agent
hereunder  or  thereunder,   or  the  Agent's  relationship  with  the  Borrower
hereunder,  including,  without limitation,  the costs and expenses of defending


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itself  against  any claim or  liability  in  connection  with the  exercise  or
performance  of any  of its  powers  and  duties  hereunder  and  of  taking  or
refraining from taking any action hereunder,  except for any such cost, expense,
claim,  demand,  action,  loss or  liability  arising out of the  Agent's  gross
negligence  or willful  misconduct.  No  payment by any Bank under this  Section
shall in any way relieve the Borrower of its  obligations  under this  Agreement
with  respect  to the  amounts  so paid by any  Bank,  and the  Banks  shall  be
subrogated to the rights of the Agent, if any, in respect thereto.

     9.11 INDEPENDENT CREDIT DECISION. Each of the Banks represents and warrants
to the Agent that it has,  independently  and without reliance upon the Agent or
any other Bank and based on the financial statements referred to in SECTIONS 3.6
and 4.3 and such other documents and  information as it has deemed  appropriate,
made its own  independent  credit  analysis  and  decision  to enter  into  this
Agreement.  Each of the  Banks  acknowledges  that it has not  relied  upon  any
representation  by the Agent and that the Agent shall not be responsible for any
statements in or omissions  from any  documents or  information  concerning  the
Borrower,  this  Agreement,  the Credit  Note,  the Loan  Documents or any other
document  or  instrument  executed  and  delivered  in  connection  with  or  as
contemplated by this  Agreement.  Each of the Banks  acknowledges  that it will,
independently and without reliance upon the Agent or any other Bank and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit  decision in taking or not taking  action  under
this Agreement. The Agent shall have no duty or responsibility, either initially
or on a  continuing  basis,  to  provide  any  Bank  with  any  credit  or other
information with respect to the Borrower or any Guarantor.

                                   SECTION 10
                            MISCELLANEOUS PROVISIONS

     10.1  INCORPORATION  OF  PREAMBLE,  RECITAL  AND  EXHIBITS.  The  preamble,
Recital,  and exhibits hereto are incorporated  into this Agreement by reference
and made a part hereof.

     10.2  NOTICES.  All notices,  requests and demands given under the terms of
this  Agreement  shall be in writing and may be  effected by personal  delivery,
including by any commercial courier or overnight delivery service,  or by United
States certified mail, return receipt requested, with all postage and fees fully
prepaid.  Notices  shall be  effective  upon  receipt by the party  being  given
notice, as indicated by the return receipt if mailed; EXCEPT that if a party has
relocated  without providing the other party with its new address for service of
notices,  or if a party refuses delivery of a notice upon its tender, the notice
shall be  effective  upon the  attempt to serve the  notice at the last  address
given for  service of notices  upon that party.  In  addition to the  foregoing,
notice may be served by facsimile  transmission,  in which case service shall be
deemed effective only upon receipt by the party serving the notice of telephonic
or return facsimile transmission  confirmation that the party to whom the notice
is directed  has  received a complete  and legible  copy of the notice.  Notices
shall be addressed as follows:

   The Borrower or c/o RCC Credit Facility, L.L.C.

   any Guarantor:             625 Madison Avenue
                              New York, NY 10022
                              Attn: Marc D. Schnitzer
                              Telephone: (212) 588-2100
                              Facsimile:  (212) 751-3550
                              Electronic Mail: mschnitzer@relatedcapital.com

   With copies to:            Proskauer Rose LLP
                              1585 Broadway
                              New York, NY 10036-8299
                              Attn:  Alan S. Cohen, Esq.
                              Telephone: (212) 969-3365
                              Facsimile:  (212) 969-2900
                              Electronic Mail:  ascohen@proskauer.com


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                              CharterMac
                              625 Madison Avenue
                              New York, NY 10022
                              Attn:  Alan P. Hirmes
                              Telephone: (212) 317-5700
                              Facsimile:  (212) 751-3550
                              Electronic Mail:  ahirmes@chartermac.com

   Agent or BofA:             Bank of America, N.A.
                              Mail Code: MA5-503-04-16
                              One Federal Street - 4th Floor
                              Boston, MA  02110
                              Attn:  John F. Simon, Senior Vice President
                              Telephone: (617) 346-4272
                              Facsimile:  (617) 346-4670
                              Electronic Mail:  john.f.simon@bankofamerica.com

   With a copy to:            Nutter, McClennen & Fish, LLP
                              World Trade Center West
                              155 Seaport Boulevard
                              Boston, MA 02210-2604
                              Attn:  Philip R. Rosenblatt, Esq.
                              Telephone: (617) 439-2806
                              Facsimile:  (617) 310-9806
                              Electronic Mail:  prosenblatt@nutter.com

   Citicorp:                  Citibank, N.A.
                              Center for Community Development Enterprise
                              One Court Square
                              45th Floor, Zone 11
                              Long Island City, NY  11120
                              Attn:  Maria McKeon
                              Telephone: (718) 248-5977
                              Facsimile:  (718) 248-4722
                              Electronic Mail:  maria.mckeon@citigroup.com

   With copies to:            Citibank, N.A.
                              One Court Square
                              45th Floor, Zone 11
                              Long Island City, NY  11120
                              Attn:  Merna Bailey
                              Telephone: (718) 248-4739
                              Facsimile:  (718) 248-4722
                              Electronic Mail:  merna.bailey@citigroup.com

                              Sidley Austin Brown & Wood LLP
                              Bank One Plaza
                              10 South Dearborn Street
                              Chicago, IL 60603
                              Attn: Todd R. Plotner, Esq.
                              Telephone: (312) 853-7544
                              Facsimile:  (312) 853-7036
                              Electronic Mail:tplotner@sidley.com


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   Merrill Lynch:             Merrill Lynch Community Development Company, LLC
                              4 World Financial Center, 23rd Floor
                              New York, NY 10080
                              Attn:  Michael Solomon
                              Telephone: (212) 449-1173
                              Facsimile: (212) 738-2102
                              Electronic Mail:  m_solomon@ml.com

   with copies to:            Merrill Lynch Community Development Company, LLC
                              800 Scudders Mill Road, 1H
                              Plainsboro, NJ 08536
                              Attn: Kathleen Quaranta
                              Telephone: (609) 282-8531
                              Facsimile: (609) 282-2240
                              Electronic Mail: kathleen_quaranta@ml.com

                              Sidley Austin Brown & Wood LLP
                              Bank One Plaza
                              10 South Dearborn Street
                              Chicago, IL 60603
                              Attn: Todd R. Plotner, Esq.
                              Telephone: (312) 853-7544
                              Facsimile:  (312) 853-7036
                              Electronic Mail: tplotner@sidley.com

   HSBC:                      HSBC Bank USA, National Association
                              Commercial Real Estate/Upstate
                              One HSBC Center
                              Buffalo, NY 14203-2842
                              Attention: Christopher J. Montante, Vice President
                              Telephone: (716) 841-4430
                              Facsimile: (716) 841-4199
                              Electronic Mail: chris.montante@us.hsbc.com

   with a copy to:            Phillips Lytle, LLP
                              3400 HSBC Center
                              Buffalo, NY 14203-2887
                              Attention: Douglas Dimitroff, Esq.
                              Telephone: (716) 847-5408
                              Facsimile: (716) 852-6100
                              Electronic Mail: ddimitroff@phillipslytle.com

   Comerica:                  Comerica Bank
                              Mail Code 3268
                              500 Woodward Avenue
                              Detroit, MI 48226
                              Attn: Lisa M. Kotula, Vice President
                              Telephone 313-222-3287
                              Facsimile: 313-222-3561
                              Electronic Mail: lmkotula@Comerica.com


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   with a copy to:            Bodman LLP
                              100 Renaissance Center, 34th Floor
                              Detroit, MI 48243
                              Attn:  Scott P. Gyorke, Esq.
                              Telephone 313-393-7509
                              Facsimile: 313-393-7579
                              Electronic Mail: sgyorke@bodmanllp.com

     The  addresses  for  service  of notice on any party may be changed by that
party by serving a notice upon the other of the new address or addresses, EXCEPT
that any change of address to a post office box shall not be effective  unless a
street address is also specified for use in effectuating personal service.

     10.3 AMENDMENTS, WAIVERS, ETC.

          10.3.1 Under any circumstances  where the consent,  waiver,  approval,
determination or similar decision of the Agent or the Banks is required to amend
or waive any provision of or give any consent  required  under this Agreement or
any other of the Loan Documents,  or any of the other documents,  instruments or
agreements  executed and delivered in connection with or as contemplated by this
Agreement,  the consent, waiver, approval or determination of the Majority Banks
shall be required,  except (1) to the extent otherwise specifically set forth in
this Agreement or in such other  documents,  instruments or agreements,  and (2)
the prior written consent of all of the Banks shall be required for:

          (A)  any  change  in  the  amount  or  the  due  date  of  any  of the
               Obligations;

          (B)  any change in the interest  rates or Loan Fees  prescribed in any
               of the Loan Documents;

          (C)  any change in the Loan Amount or in the Commitment  Percentage of
               any of the  Banks  (other  than in  accordance  with the terms of
               SECTIONS 2.3 or 10.13 hereof);

          (D)  any  release  or  releases   of  any   Collateral,   except  upon
               satisfaction of applicable Release Conditions;

          (E)  any change in this SECTION 10.3;

          (F)  any change to the terms of a Guaranty;

          (G)  (a) any change to the definitions of any term defined herein that
               is used in SECTION 7 hereof to the extent that such change  would
               alter the manner in which compliance with the covenants set forth
               in said Section is measured as of the date hereof, (b) any change
               to SECTION 5.11 hereof,  or (c) any lowering of the amount of RCC
               Funds  required   hereunder  or  of  Borrower's  2.5%  co-funding
               requirement  in  connection  with  Pre-Development  Loans  or  of
               Borrower's 2.5% co-funding  requirement in connection with Direct
               Investments or Capital Contributions.

The Agent shall,  solely for the benefit of the Banks,  provide promptly to each
of the Banks not participating in any such written consent or approval a copy of
each such written  consent or approval  arising in accordance  with the terms of
this SECTION 10.3.  Notwithstanding the foregoing, the terms of SECTION 9 hereof
may be modified,  amended or supplemented without the consent or approval of any
of the Borrower or any Guarantor  upon the prior written  consent or approval of
the Majority Banks.

          10.3.2 Except to the extent specifically  provided herein or in any of
the other  Loan  Documents,  to the  extent  the prior  written  consent  of the
Majority  Banks or all of the  Banks  is  required  to take  any of the  actions
contemplated by SECTION 10.3.1 and the Agent has given such consent, none of the
Banks shall unreasonably withhold, condition or delay its decision regarding the
giving of any such consent.


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          10.3.3 The Agent and the Banks may exercise  their rights and remedies
under this  Agreement,  the Notes and the Loan  Documents  without  resorting or
regard to other interests or sources of  reimbursement.  The Agent and the Banks
shall not be deemed to have waived any of such  rights or  remedies  unless such
waiver be in writing and signed by the Agent and each of the Banks.  No delay or
omission on the part of the Agent or any of the Banks in exercising  any of such
rights or remedies shall operate as a waiver of such right or any other right. A
waiver on any one  occasion  shall not be construed as a bar to or waiver of any
right on any future  occasion.  All such rights and remedies shall be cumulative
and may be exercised separately or concurrently.

     10.4 BANKER'S LIEN OR SETOFF.

          10.4.1  Nothing  in this  Agreement  shall be deemed to be a waiver or
prohibition  of any Bank or  participant's  right of  banker's  lien or  setoff,
provided  that the Borrower,  shall have  received  notice that any such Bank or
participant  exercising  such  rights  is  included  among  the  Banks  or  is a
participant of a Bank's interest under this  Agreement.  The Banks agree to send
the Borrower  notice of any lenders which hereafter  become  participants of any
Bank's interest under this Agreement.

          10.4.2 The  proceeds of any  exercise  of a right to banker's  lien or
setoff realized by any of the Banks or any participant shall be held in trust by
the  realizing  party for the benefit of the Banks and shall be  distributed  in
accordance with SECTION 9.6 hereof.

     10.5 INDEMNIFICATION.  To the fullest extent permitted by law, the Borrower
and each Guarantor,  jointly and severally, agree to protect,  indemnify, defend
and hold harmless the Agent and the Banks, their directors, officers, agents and
employees from and against any and all liability, expense, loss or damage of any
kind or  nature  and  from any  suits,  claims  or  demands,  including  without
limitation  reasonable  attorneys'  fees and costs,  on account of any matter or
thing or action or failure to act by the Agent or the Banks,  whether in suit or
not,  arising  out of this  Agreement  or in  connection  herewith  or with  the
transactions  contemplated  hereby,  unless such suit, claim or demand is caused
principally by any grossly negligent act or omission or willful  malfeasance of,
respectively,  the Agent or the Banks,  their  directors,  officers,  agents and
employees.  Upon receiving  knowledge of any suit, claim or demand asserted by a
third  party that the Agent or the Banks  believe is covered by this  indemnity,
such  indemnified  party  shall  give the  Borrower  notice of the matter and an
opportunity to defend it, at the Borrower's and each  Guarantor's  sole cost and
expense,  with legal counsel  satisfactory  to such  indemnified  party. If such
indemnified  party  is not  satisfied  with the  defense  being  provided,  such
indemnified party may employ an attorney or attorneys  selected by it to protect
its rights  hereunder,  and the  Borrower and each  Guarantor  shall pay to such
indemnified  party the  reasonable  attorneys'  fees and costs  incurred by such
indemnified  party.  This  obligation  on the  part  of the  Borrower  and  each
Guarantor  shall  survive  the  closing of the Loan and the  repayment  thereof.
Notwithstanding the foregoing,  in no event shall the Agent or the Banks (or any
of their  successors or assigns) be indemnified  pursuant to this Section by the
Borrower or any Guarantor for any liability, expense, loss or damage suffered on
account of the Agent's, the Banks' or their successors' or assigns' status as an
equity holder of any entity  following the Agent,  the Banks or their successors
or assigns acquiring ownership of such equity interests pursuant to the exercise
of their rights  under any pledge of such equity  interests  included  among the
Loan  Documents,  unless such  liability,  expense,  loss or damage is due to an
Event of Default.

     10.6  INCONSISTENCIES  WITH OTHER LOAN  DOCUMENTS.  In the event that it is
impossible  to  simultaneously  comply with the terms of this  Agreement and any
term of any of the  other  Loan  Documents,  the terms of this  Agreement  shall
govern and prevail over the conflicting portion of the other Loan Document(s).

     10.7  EXPENSES.  The Borrower  shall pay on demand all costs and  expenses,
including,  without limitation,  reasonable  attorneys' fees and costs, incurred
(A) by the Agent and each of the Banks in  connection  with the  preparation  of
this Agreement,  (B) by the Agent in connection with the  administration of this
Agreement (including, without limitation, costs and expenses associated with the
examinations  described in SECTION 5.13 hereof),  and (C) by the Agent or any of
the Banks in connection with the enforcement and protection of the rights of the
Agent and the Banks under this Agreement, including the protection of the rights
of the Agent and the Banks in any  bankruptcy,  reorganization,  liquidation  or
insolvency proceeding, whether or not litigation is commenced.

     10.8 ASSIGNABILITY.


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          10.8.1 This  Agreement  shall bind and its benefits shall inure to the
Borrower,  each  Guarantor,  the  Agent  and the  Banks,  and  their  respective
successors and permitted assigns, as the case may be.

          10.8.2 Neither the Borrower nor any Guarantor may assign  (voluntarily
or by force of law) all or any portion of their respective interests, rights and
obligations under this Agreement, the Notes or any of the Loan Documents without
the prior written unanimous consent of the Banks,  which consent may be withheld
in each Bank's sole and unrestricted discretion.

          10.8.3   Except  as  provided  in  SECTION   10.13  with   respect  to
participations,  a Bank may assign all or any portion of its  interests,  rights
and  obligations  under this  Agreement,  its Note and the Loan  Documents  (for
purposes of this SECTION 10.8 only,  collectively,  the  "Assigned  Commitment")
upon giving  notice of the proposed  assignment  (which notice shall include the
name and address of the proposed  assignee and the terms and  conditions  of the
proposed assignment) to the Agent and all of the non-assigning Banks;  provided,
however, that the prior written consent of the Agent and, if there does not then
exist a Default or Event of Default,  the prior written consent of the Borrower,
shall be  required  prior to any such  proposed  assignment;  provided  further,
however, that such consent(s) shall not be unreasonably withheld in any case and
shall not be required at all if:

          (A)  The  proposed  assignee  is a financial  institution  (which term
               shall  specifically  include  Fannie Mae and Freddie Mac) (a) the
               senior unsecured debt obligations of which (or such institution's
               parent's senior unsecured debt  obligations) have a Rating of not
               less  than  BBB,  (b)  which  has  total  assets in excess of TEN
               BILLION AND NO/100 DOLLARS  ($10,000,000,000.00)  and (c) that is
               currently or formerly active in the financing of or investment in
               the affordable  housing  industry;  or the proposed assignee is a
               Bank Affiliate; and

          (B)  Such  Bank and the  proposed  assignee  execute  and  deliver  an
               assignment  and  assumption   agreement  in  form  and  substance
               reasonably  satisfactory to the Agent and the non-assigning Banks
               (together with any Notes subject to such assignment)  containing,
               among other customary and usual provisions, (a) that the proposed
               assignee  shall be a party hereto and, to the extent  provided in
               such  agreement,  have  the  rights  and  obligations  of a  Bank
               hereunder and (b) that such Bank, to the extent  provided in such
               agreement,  shall be  released  from its  obligations  under this
               Agreement.

          10.8.4 An assigning  Bank shall pay to the Agent an assignment  fee in
the amount of Five Thousand  Dollars  ($5,000.00) for each assignment made under
this SECTION 10.8.

          10.8.5  Each  Assigned  Commitment  shall  be a  constant,  and  not a
varying,  percentage  and shall be in an amount  that is at least  Five  Million
Dollars  ($5,000,000.00)  and  is  a  whole  multiple  of  One  Million  Dollars
($1,000,000.00);  provided,  however,  that no  Bank  may  make  more  than  two
assignments  of any portion of its Assigned  Commitment  during the term of this
Agreement, and a second assignment,  if any, by a Bank, must be for all, and not
for less than all, of such Bank's remaining Assigned Commitment.

     10.9 TIME OF ESSENCE. Time is of the essence of this Agreement.

     10.10 ENTIRE  AGREEMENT.  This  Agreement and the Loan  Documents and other
materials  furnished to the Agent and the Banks by and on behalf of the Borrower
constitute the entire  agreement and  understanding of the Agent, the Banks, the
Borrower  and each  Guarantor  with  respect to the matters set forth herein and
therein.  No  representation,  warranty,  covenant,  promise,  understanding  or
condition shall be enforceable  against any party unless it is contained in this
Agreement or the Loan Documents.

     10.11  SEVERABILITY.  The invalidity or unenforceability of any one or more
provisions of this Agreement or any Loan Document under particular circumstances
or in its  entirety  shall not affect the  validity  or  enforceability  of such
provisions under different  circumstances or the validity or  enforceability  of
any other provision.


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     10.12  GOVERNING  LAW.  THIS  AGREEMENT,  ANY NOTE AND ALL OTHER  DOCUMENTS
EXECUTED  PURSUANT TO THIS  AGREEMENT OR ANY NOTE SHALL BE DEEMED  ENTERED INTO,
AND SHALL BE GOVERNED  AND  CONSTRUED  ACCORDING TO THE LAWS OF THE STATE OF NEW
YORK, NOTWITHSTANDING CHOICE OF LAW RULES TO THE CONTRARY.

     10.13 LOAN  PARTICIPATIONS.  Each Bank shall have the unrestricted right at
any time to grant  participations  in the Loan or its respective  Note or in any
part  therein,  all  without  notice  to or the  consent  of the  Borrower,  the
Guarantors, any other Investment Entity or other Property Partnership, the Agent
or any  other  Bank.  The  Banks  may  disclose  to  prospective  purchasers  of
participation  interests,  their agents and  attorneys,  any  financial or other
information in such Bank's  possession  regarding the Borrower,  the Guarantors,
the other  Investment  Entities,  any other Property  Partnership  and the Loan.
Without  limiting  the  foregoing,  the  Banks  agree  to send  to the  Borrower
notification  of  the  granting  of any  participations  in the  Loan  or  their
respective  Notes,  provided,  however,  that  the  failure  to  give  any  such
notification shall not constitute a breach of any obligations hereunder or limit
or restrict the Banks' rights hereunder in any way (except that the Borrower and
the  Guarantors  shall not be  subject  to any  banker's  lien or setoff for the
Obligations  at any  Bank  or  other  lender  for  which  the  Borrower  and the
Guarantors have not received the notice to be provided under this Section).  Any
Bank  granting  a  participation   interest  shall  not  be  released  from  its
obligations  hereunder  by virtue of such  grant,  and such  Bank  shall  remain
responsible for such obligations. The Borrower and the Guarantors shall continue
to deal solely and directly with the Agent and the Banks in connection  with any
portion of the Loan with respect to which a participation interest may have been
granted.

     10.14 NO PARTNERSHIP OR JOINT VENTURE.  The Agent, the Banks, the Borrower,
and the  Guarantors  agree that  neither the Agent nor the Banks is a partner or
joint venturer with the Borrower or any Guarantor, or with any entity comprising
the Borrower or any other Investment  Entity or any other Property  Partnership,
in any manner whatsoever.

     10.15  REPLACEMENT  DOCUMENTS.  Upon  receipt of an  affidavit  from a Bank
(containing such Bank's standard indemnification  provisions or representations)
as to the loss,  theft,  destruction or mutilation of any Loan Document or Note,
the Borrower (or the  Guarantors  with respect to the  Guaranty)  shall issue or
execute  and  deliver to such Bank in lieu  thereof,  an  identical  replacement
therefor.

     10.16  PLEDGE BY THE  BANKS.  The Banks may at any time  pledge  all or any
portion of their rights under the Loan  Documents,  including any portion of the
Notes, to any of the twelve (12) Federal Reserve Banks organized under Section 4
of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement
thereof  shall  release the Banks from their  obligations  under any of the Loan
Documents or Notes.

     10.17  HEADINGS.  The headings of this Agreement are solely for the purpose
of  identification  and shall not be construed as a part of the paragraphs  they
head.

     10.18 REFERENCE TO PRIOR LOAN AGREEMENTS.  The parties agree that, upon the
execution  and  delivery of this  Agreement by each of the parties  hereto,  the
terms and provisions of the Original  Agreement shall be and hereby are amended,
superseded  and restated in their  entirety by the terms and  provisions of this
Agreement. This Agreement is not intended to and does not constitute a novation.
All obligations of the Borrower and the Guarantors under the Original  Agreement
which are  outstanding on the date hereof shall  continue as  Obligations  under
(and shall be governed by the terms of) this Agreement.  Upon and after the date
hereof,  all interest,  fees,  charges and other amounts accruing and payable by
the  Borrower  to the  Banks  and the  Agent  under  the  terms of the  Original
Agreement  shall be payable by the Borrower in accordance with the terms of this
Agreement.

     10.19 USURY  LIMITATION.  If, at any time,  the rate of interest,  together
with all amounts which  constitute  interest and which are reserved,  charged or
taken by the Banks as compensation for fees,  services or expenses incidental to
the  making,  negotiating  or  collection  of the  Loan,  shall be deemed by any
competent  court of law,  governmental  agency or tribunal to exceed the maximum
rate of  interest  permitted  to be charged by the Banks to the  Borrower  under
applicable law, then,  during such time as such rate of interest would be deemed
excessive,  that portion of each sum paid  attributable  to that portion of such
interest  rate that exceeds the maximum  rate of interest so permitted  shall be
deemed a voluntary  prepayment of principal of the Obligations.  As used herein,


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the term  "applicable  law" shall mean the law in effect as of the date  hereof;
provided,  however, that in the event there is a change in the law which results
in a higher permissible rate of interest,  then this Agreement shall be governed
by such new law as of its effective date.

     10.20  ACKNOWLEDGMENT  BY  GUARANTORS.  By executing  this Agreement in the
spaces provided below, the Guarantors hereby absolutely and unconditionally on a
joint and several basis,  confirm and acknowledge  their respective  Guaranties,
and consent to (i) the execution and delivery by the Borrower of this  Agreement
and the other  Loan  Documents,  (ii) the  implementation  and  consummation  of
arrangements and transactions  contemplated by this Agreement and the other Loan
Documents,  and (iii) the  performance  and observance by the Borrower of all of
its agreements,  covenants,  duties and obligations under this Agreement and the
other Loan Documents, as amended or restated from time to time.

     10.21 TREATMENT OF CERTAIN  INFORMATION;  CONFIDENTIALITY.  Notwithstanding
any other provision  herein,  each of the parties hereto (and each of their, and
their  Affiliates',   respective  employees,   officers,  directors,   advisors,
representatives  and  agents)  may  disclose  to any  and all  Persons,  without
limitation  of any kind,  the U.S. tax  treatment  and U.S. tax structure of the
transaction  contemplated  in this  Agreement  and the Loan  Documents,  and all
materials  of any kind  (including  opinions  or other  tax  analyses)  that are
provided to the Borrowers, any of the Guarantors,  the Agent or any Bank related
to such U.S. tax treatment and U.S. tax structure other than any information for
which  nondisclosure is reasonably  necessary in order to comply with applicable
securities laws.

     10.22 WAIVER OF JURY TRIAL.  NONE OF THE BORROWER,  ANY  GUARANTOR,  OR ANY
OTHER  INVESTMENT  ENTITY  WHICH IS A PARTY HERETO OR ANY  SUCCESSOR,  ASSIGN OR
PERSONAL  REPRESENTATIVE  OF ANY OF THEM SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING,  COUNTERCLAIM OR ANY OTHER LITIGATION  PROCEDURE INVOLVING THE AGENT
OR THE BANKS (OR ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT THEREOF) BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANY COLLATERAL
FOR THE PAYMENT HEREOF OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH
PERSONS OR ENTITIES, OR ANY OF THEM. NONE OF THE BORROWER, ANY GUARANTOR, OR ANY
OTHER SUCH PERSON OR ENTITY WILL SEEK TO CONSOLIDATE  ANY SUCH ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR
HAS NOT BEEN WAIVED.  ANY COURT  PROCEEDINGS  RELATING TO THIS  AGREEMENT OR ANY
OTHER OF THE LOAN  DOCUMENTS  SHALL BE BROUGHT  EXCLUSIVELY IN THE COURTS OF THE
COMMONWEALTH  OF  MASSACHUSETTS  OR THE STATE OF NEW YORK (OR THE FEDERAL COURTS
LOCATED THEREIN).  NOTWITHSTANDING THE FOREGOING FORUM DESIGNATION,  EACH OF THE
BORROWER AND EACH  GUARANTOR  AGREES THAT THE AGENT AND THE BANKS SHALL HAVE THE
RIGHT TO PROCEED AGAINST EACH OF THEM OR THEIR RESPECTIVE PROPERTY IN A COURT IN
ANY  LOCATION  TO  ENABLE  THE  AGENT  AND  THE  BANKS  TO (1)  OBTAIN  PERSONAL
JURISDICTION  OVER ANY OF THEM,  (2) REALIZE ON ANY OF THE  COLLATERAL OR (3) IN
ORDER TO ENFORCE A JUDGMENT OR OTHER  COURT ORDER  ENTERED IN FAVOR OF THE AGENT
OR THE BANKS.  THE BORROWER AND EACH  GUARANTOR  FURTHER AGREES THAT IT WILL NOT
ASSERT ANY PERMISSIVE  COUNTERCLAIMS  IN ANY PROCEEDING  BROUGHT BY THE AGENT OR
THE BANKS TO REALIZE ON ANY COLLATERAL OR OTHER SECURITY FOR THE  OBLIGATIONS OR
TO ENFORCE A JUDGMENT  OR OTHER  COURT ORDER IN FAVOR OF THE AGENT OR THE BANKS.
THE BORROWER AND EACH  GUARANTOR  WAIVES ANY  OBJECTION  THAT IT MAY HAVE TO THE
LOCATION  OF THE  COURT  IN WHICH  THE  AGENT  OR ANY  BANK  HAS  COMMENCED  ANY
PROCEEDING.  THE  PROVISIONS OF THIS SECTION 10.22 HAVE BEEN FULLY  DISCUSSED BY
THE BORROWER, THE GUARANTORS, THE AGENT AND THE BANKS, AND THE PROVISIONS HEREOF
SHALL BE  SUBJECT  TO NO  EXCEPTIONS.  NO PARTY  HAS IN ANY WAY  AGREED  WITH OR
REPRESENTED  TO ANY OTHER PARTY THAT THE  PROVISIONS  OF THIS SECTION 10.22 WILL
NOT BE FULLY ENFORCED IN ALL INSTANCES.

                        (SIGNATURES APPEAR ON NEXT PAGE)


                                       65
<PAGE>



     WITNESS the execution  hereof under seal as of the day and year first above
written.


                        BORROWER:

                                RCC CREDIT FACILITY, L.L.C.

                                By: RCC Manager LLC, its manager

                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, Chief Executive Officer
                                    -----------------------------------------
                                            (Printed Name and Title)

                        GUARANTORS:

                                RELATED CAPITAL COMPANY LLC


                                By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                CHARTERMAC


                                 By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                       [Signatures Continue on Next Page]


                                       S-1
<PAGE>



                               CHARTERMAC CAPITAL COMPANY, LLC


                               By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                       AGENT AND BANKS:


                               BANK OF AMERICA, as Agent and as one of the Banks


                               By: /s/John F. Simon
                                   ----------------
                                   John F. Simon
                                   Senior Vice President


                               CITICORP USA, INC., as one of the Banks


                               By: /s/Maria McKeon
                                   ---------------
                                   Maria McKeon
                                   Vice President


                               MERRILL LYNCH COMMUNITY DEVELOPMENT COMPANY,
                               LLC, as one of the Banks


                               By: /s/Michael A. Solomon
                                   ---------------------
                                   Michael A. Solomon, Director


                       [Signatures Continue on Next Page]


                                       S-2
<PAGE>




                        HSBC BANK USA, NATIONAL ASSOCIATION, as one of the Banks


                        By: /s/Christopher J. Montante
                            --------------------------
                            Christopher J. Montante, Vice President



                        COMERICA BANK, as one of the Banks


                        By: /s/Lisa M. Kotula
                            -----------------
                            Lisa M. Kotula, Vice President


                                       S-3
<PAGE>



                    NINTH AMENDED AND RESTATED LOAN AGREEMENT


                 $90,000,000 TAX CREDIT WAREHOUSE LINE OF CREDIT

                                       TO

                           RCC CREDIT FACILITY, L.L.C.

                                      FROM

                              BANK OF AMERICA, N.A.

                               CITICORP USA, INC.,

                MERRILL LYNCH COMMUNITY DEVELOPMENT COMPANY, LLC

                      HSBC BANK USA, NATIONAL ASSOCIATION,

                                       AND

                                  COMERICA BANK

                                      WITH

                            BANK OF AMERICA, AS AGENT

                                       AND

              BANC OF AMERICA SECURITIES LLC, AS SOLE LEAD ARRANGER


                             AS OF OCTOBER 28, 2005


                                     NUTTER



                          NUTTER, MCCLENNEN & FISH, LLP
                              155 SEAPORT BOULEVARD
                              BOSTON, MA 02210-2604


<PAGE>



               INDEX TO NINTH AMENDED AND RESTATED LOAN AGREEMENT

<TABLE>
<CAPTION>

                                                                           PAGE
                                                                           ----

<S>      <C>      <C>                                                       <C>
SECTION 1         DEFINITIONS AND ACCOUNTING TERMS...........................6
         1.1 DEFINITIONS.....................................................6
         1.2 ACCOUNTING TERMS AND DETERMINATIONS............................25
SECTION 2         THE CREDIT ACCOMMODATIONS.................................26
         2.1 THE CREDIT ACCOMMODATIONS......................................26
         2.2 TERM OF AGREEMENT..............................................30
         2.3 PREPAYMENT OF THE OBLIGATIONS; REDUCTION OF LOAN AMOUNT........30
         2.4 EVIDENCE OF INDEBTEDNESS, MATURITY.............................30
         2.5 INTEREST, LOAN FEES AND PAYMENT OF EXPENSES....................31
         2.6 RENEWAL OF CREDIT ACCOMMODATIONS...............................36
         2.7 SECURITY FOR THE LOAN, RELEASE OF COLLATERAL...................36
         2.8 SATISFACTION OF MODIFIED RELEASE CONDITIONS....................41
SECTION 3         CONDITIONS TO CREDIT......................................43
         3.1 DOCUMENTS......................................................43
         3.2 ORGANIZATIONAL DOCUMENTS.......................................43
         3.3 REPRESENTATIONS AND WARRANTIES.................................43
         3.4 EVENTS OF DEFAULT..............................................43
         3.5 APPROVAL OF AGENT'S AND BANKS' COUNSEL.........................44
         3.6 FINANCIAL STATEMENTS...........................................44
         3.7 PAYMENT OF FEES................................................44
         3.8 PROJECT CONDITIONS; DRAW CERTIFICATES..........................44
         3.9 APPROVAL OF DISBURSEMENTS; SUBLIMITS ON ADVANCES...............47
         3.10 CASH COLLATERAL OR LETTER OF CREDIT IN LIEU OF CO-FUNDINGS....50
SECTION 4         REPRESENTATIONS AND WARRANTIES............................50
         4.1 EXISTENCE; PLACE OF BUSINESS...................................50
         4.2 AUTHORITY OF INVESTMENT ENTITIES...............................51
         4.3 FINANCIAL STATEMENTS...........................................51
         4.4 FINANCIAL CONDITION............................................51
         4.5 ASSETS.........................................................51
         4.6 LITIGATION.....................................................52
         4.7 BURDENSOME PROVISIONS..........................................52
         4.8 OTHER AGREEMENTS...............................................52
         4.9 TAXES..........................................................52
         4.10 THE LOAN......................................................52
         4.11 CAPITALIZATION................................................53
         4.12 SOLVENCY......................................................53
         4.13 EVENTS OF DEFAULT.............................................53
         4.14 ERISA.........................................................53
         4.15 ENVIRONMENTAL AND REGULATORY COMPLIANCE.......................53
         4.16 CONTRACTS WITH AFFILIATES, ETC................................54
         4.17 SOLE TAX CREDIT WAREHOUSE CREDIT FACILITY.....................54
         4.18 SCHEDULE OF EQUITY PAYMENTS...................................54
SECTION 5         AFFIRMATIVE COVENANTS.....................................55
         5.1 FINANCIAL STATEMENTS...........................................55
         5.2 ADDITIONAL BORROWER AND GUARANTOR INFORMATION..................57
         5.3 USE OF LOAN PROCEEDS...........................................57
         5.4 MAINTENANCE OF EXISTENCE.......................................57
         5.5 MAINTENANCE OF PROPERTIES......................................58
         5.6 GENERAL PARTNERS AND SPECIAL LIMITED PARTNERS..................58
         5.7 PROPERTY PARTNERSHIPS..........................................58
         5.8 COMPLIANCE WITH LAWS...........................................58
         5.9 TAXES AND CLAIMS...............................................59

</TABLE>


                                        i
<PAGE>


<TABLE>
<CAPTION>

<S>      <C>                                                                <C>
         5.10 NOTICE OF DEFAULTS............................................59
         5.11 CHANGES IN MANAGEMENT.........................................59
         5.12 NOTICE OF LITIGATION..........................................59
         5.13 RECORDS.......................................................59
         5.14 EXECUTION OF OTHER INSTRUMENTS-FURTHER ASSURANCES.............59
         5.15 REPAYMENT OF OBLIGATIONS......................................60
         5.16 INFORMATION REGARDING PROJECTS................................60
         5.17 CESSATION OF REVOLVING LOAN PERIOD............................60
         5.18 BLOCKED ACCOUNT...............................................60
         5.19 PENNROSE PROPERTIES, INC......................................60
         5.20 UNDERWRITING INFORMATION......................................61
         5.21 SEPARATE CREDIT RELIANCE ON EACH GUARANTOR....................61
         5.22 ORGANIZATIONAL DOCUMENTS......................................61
SECTION 6         NEGATIVE COVENANTS........................................64
         6.1 ENCUMBRANCES AND LIENS.........................................64
         6.2 DOUBLE NEGATIVE PLEDGES........................................65
         6.3 INDEBTEDNESS...................................................65
         6.4 CONSOLIDATION AND MERGER.......................................67
         6.5 LOANS, GUARANTEES, INVESTMENTS.................................67
         6.6 ACQUISITIONS...................................................68
         6.7 DISPOSAL OF ASSETS.............................................68
         6.8 PAYMENT OF DISTRIBUTIONS.......................................68
         6.9 LIMITATIONS ON LEASING.........................................68
         6.10 DEFAULT UNDER OTHER AGREEMENTS OR INDENTURES..................68
         6.11 PURCHASE OF MARGIN STOCK......................................69
         6.12 AMENDMENT TO CERTAIN DOCUMENTS................................69
         6.13 TRANSACTIONS WITH AFFILIATES..................................69
         6.14 ERISA COMPLIANCE..............................................69
         6.15 COLLATERAL COVERAGE...........................................70
         6.16 MATERIAL ADVERSE CHANGE.......................................70
SECTION 7         FINANCIAL COVENANTS.......................................70
         7.1 MINIMUM ADJUSTED TANGIBLE NET WORTH............................70
         7.2 CONTINGENT LIABILITIES.........................................70
         7.3 LIQUIDITY......................................................70
         7.4 FIXED CHARGES..................................................71
         7.5 TOTAL LIABILITIES..............................................71
SECTION 8         EVENTS OF DEFAULT.........................................71
         8.1 EVENTS OF DEFAULT..............................................71
SECTION 9         AGENCY....................................................73
         9.1 APPOINTMENT AND AUTHORIZATION..................................73
         9.2 RESIGNATION OF AGENT; REMOVAL OF AGENT; SUCCESSOR AGENT........74
         9.3 AGENT AND AFFILIATES...........................................75
         9.4 FUTURE ADVANCES................................................75
         9.5 PAYMENTS.......................................................77
         9.6 INTEREST, FEES AND OTHER PAYMENTS..............................78
         9.7 ACTION BY AGENT................................................78
         9.8 CONSULTATION WITH EXPERTS......................................79
         9.9 LIABILITY OF AGENT.............................................79
         9.10 INDEMNIFICATION...............................................80
         9.11 INDEPENDENT CREDIT DECISION...................................80
SECTION 10        MISCELLANEOUS PROVISIONS..................................80
         10.1 INCORPORATION OF PREAMBLE, RECITAL AND EXHIBITS...............80
         10.2 NOTICES.......................................................80
         10.3 AMENDMENTS, WAIVERS, ETC......................................84
         10.4 BANKER'S LIEN OR SETOFF.......................................85
         10.5 INDEMNIFICATION...............................................85

</TABLE>

                                       ii
<PAGE>



<TABLE>
<CAPTION>

<S>      <C>                                                               <C>
         10.6 INCONSISTENCIES WITH OTHER LOAN DOCUMENTS.....................86
         10.7 EXPENSES......................................................86
         10.8 ASSIGNABILITY.................................................86
         10.9 TIME OF ESSENCE...............................................87
         10.10 ENTIRE AGREEMENT.............................................87
         10.11 SEVERABILITY.................................................88
         10.12 GOVERNING LAW................................................88
         10.13 LOAN PARTICIPATIONS..........................................88
         10.14 NO PARTNERSHIP OR JOINT VENTURE..............................88
         10.15 REPLACEMENT DOCUMENTS........................................88
         10.16 PLEDGE BY THE BANKS..........................................88
         10.17 HEADINGS.....................................................89
         10.18 REFERENCE TO PRIOR LOAN AGREEMENTS...........................89
         10.19 USURY LIMITATION.............................................89
         10.20 ACKNOWLEDGMENT BY GUARANTORS.................................89
         10.21 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY............89
         10.22 WAIVER OF JURY TRIAL.........................................90

</TABLE>


                                       iii
<PAGE>



                           EXHIBITS TO LOAN AGREEMENT
                           --------------------------


Exhibit A                  Form of Revolving Credit Note
Exhibit B                  Pre-Development Agreement
Exhibit 2.7.1              Investment Partnership Pledge Agreement
Exhibit 2.7.3(A)(ii)       Allonge
Exhibit 2.7.3(A)(iii)      Collateral Assignment, Pledge and Security Agreement
                           (Pre-Development Loan)
Exhibit 3.1                Closing Checklist
Exhibit 3.8.2              Draw Certificate for Capital Contributions
Exhibit 3.8.3              Draw Certificate for Direct Investments
Exhibit 3.8.4              Draw Certificate for Pre-Development Loans
Exhibit 3.8.5              Criteria for Projects
Exhibit 5.1                Covenant Compliance Certificate
Exhibit 5.6                Separateness Covenants
Exhibit 7.2                CharterMac Contingent Liability Calculations and Risk
                           Classifications

DISCLOSURE SCHEDULE:

Section 4.6:               Litigation
Section 4.11:              Capitalization
Section 4.16:              Contracts with Affiliates
Section 5.1.2:             Revenue Bond Valuation Methodology
Section 6.3:               Permitted Borrowed Money Indebtedness


                                       iv
<PAGE>



                        AMENDMENT NO. 1 TO NINTH AMENDED
                           AND RESTATED LOAN AGREEMENT


     This Amendment No. 1 (this  "AMENDMENT") is entered into as of November 23,
2005, to be effective as of November 18, 2005, among RCC Credit Facility, L.L.C.
(the "BORROWER");  Related Capital Company ("RCC"),  CharterMac  ("CHARTERMAC"),
CharterMac Capital Company, LLC ("CMC"), CharterMac Corporation ("CM CORP.," and
together with RCC, CharterMac, and CMC, collectively, the "Guarantors"); some or
all of the following  (constituting the Majority Banks):  Bank of America,  N.A.
("BANK OF AMERICA"),  Citicorp USA, Inc.  ("CITICORP"),  Merrill Lynch Community
Development Company, LLC ("MERRILL LYNCH"),  HSBC Bank USA, National Association
("HSBC"),  and Comerica  Bank  ("COMERICA,"  and together  with Bank of America,
Citicorp,  Merrill  Lynch  and HSBC,  collectively,  the  "Banks");  and Bank of
America as agent for the Banks (in such capacity, the "AGENT").

                                R E C I T A L S:

Reference is made to the following facts:

     A.   The parties  hereto have  executed and  delivered  that certain  Ninth
          Amended and Restated Loan  Agreement  dated as of October 28, 2005 (as
          amended and/or  restated and as in effect from time to time, the "LOAN
          AGREEMENT").  Capitalized  terms used herein and not otherwise defined
          herein shall have the same meanings  herein as ascribed to them in the
          Loan Agreement;

     B.   The Borrower and the Guarantors  have requested that the Agent and the
          Banks amend the definition of the term "Housing Agency";

     C.   The Borrower  intends to use the proceeds of Revolving Loans to make a
          Pre-Development  Loan in the aggregate principal amount of $745,000 to
          the Project Owner known as Northern  Heights Limited  Partnership (the
          "Project")  that  will not be  secured  by an  assignment  of  project
          documents by the Project  Owner as required by Recital  L(3)(d) of the
          Loan Agreement (the "Project Document Requirement");

     D.   The Borrower and the Guarantors  have requested that the Agent and the
          Banks waive the provisions of the Loan Agreement which would otherwise
          require satisfaction of the Project Document Requirement; and

     E.   The Banks and the Agent are  willing to amend such  provisions  of the
          Loan  Agreement  and  provide  such  waiver  solely upon the terms and
          conditions set forth in this Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing and of the terms and
conditions hereof, and for other valuable consideration the receipt and adequacy
of which is hereby acknowledged, the parties agree as follows:

     SECTION 1.  AMENDMENT.  Section 1.1 of the Loan Agreement is hereby amended
by replacing the  definition  of the term "Housing  Agency" in its entirety with
the following:

     "Housing  Agency"  means (i) HUD,  (ii) the  United  States  Department  of
     Agriculture,  (iii) any state housing  finance  agency,  and (iv) any other
     federal,  state or local  agency that  provides or will  provide  necessary
     financing or credit support to a Property  Partnership  and whose oversight
     and  control  over  the  terms of  beneficial  ownership  of such  Property
     Partnership are acceptable to the Agent within its reasonable discretion.

     SECTION  2.  WAIVER.  The  Banks  and the Agent  hereby  waive the  Project
Document Requirement solely with respect to the Project;  provided that: (a) the
Pre-Development  Loan  amount  does not exceed  $745,000;  and (b) the  Borrower
satisfies all other conditions with respect to  Pre-Development  Loans set forth
in the Loan Agreement, including without limitation, Section 3.8.4 thereof.


<PAGE>



     SECTION 3. CONDITIONS PRECEDENT. The agreements set forth in this Amendment
are  conditional  and this Amendment shall not be effective until (a) receipt by
the Agent of (i) an  original  counterpart  of this  Amendment  executed  by the
Borrower,  Guarantor,  Agent and the Majority  Banks,  and (ii) except as waived
herein,  the  collateral  documents  required  under  Section  3.8.4 of the Loan
Agreement,  in each case in form and substance  reasonably  satisfactory  to the
Agent;  and (b)  satisfaction of all other conditions of the Loan Agreement with
respect to Pre-Development Loans to be made to the Project Owner.

     SECTION 4.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower and Guarantors,
jointly and  severally,  represent  and warrant to the Banks as of the effective
date of this Amendment that: (a) except as amended or waived hereby,  no Default
or Event of Default has occurred and is continuing or results from the execution
and  delivery  of  this  Amendment  or  the  consummation  of  any  transactions
contemplated  hereby;  (b) each of the  representations  and  warranties  of the
Borrower and the  Guarantors in the Loan  Agreement and the other Loan Documents
is  true  and  correct  on the  effective  date of this  Amendment  (except  for
representations  and warranties limited as to time or with respect to a specific
event, which representations and warranties shall continue to be limited to such
time or event); and (c) this Amendment and the Loan Agreement (as amended by the
Amendment)  are legal,  valid and binding  agreements  of the  Borrower  and the
Guarantors and are enforceable against them in accordance with their terms.

     SECTION 5.  ACKNOWLEDGEMENT BY THE GUARANTORS.  By executing this Amendment
in the spaces provided below,  each of the Guarantors  hereby (a) absolutely and
unconditionally reaffirms its obligations under the Guaranty, and (b) absolutely
and unconditionally, on a joint and several basis, consents to (i) the execution
and  delivery  by  the   Borrower  of  this   Amendment,   (ii)  the   continued
implementation and consummation of arrangements and transactions contemplated by
the Loan Agreement  (including,  without limitation,  as amended hereby) and the
Loan Documents,  and (iii) the performance and observance by the Borrower of all
of its agreements,  covenants,  duties and obligations  under the Loan Agreement
(including, without limitation, as amended hereby) and the Loan Documents.

     SECTION 6.  RATIFICATION.  Except as hereby  amended  or  waived,  the Loan
Agreement,  all other  Loan  Documents  and each  provision  thereof  are hereby
ratified  and  confirmed in every  respect and shall  continue in full force and
effect, and this Amendment shall not be, and shall not be deemed to be, a waiver
of any Default or Event of Default or of any covenant,  term or provision of the
Loan Agreement or the other Loan Documents.

     SECTION 7.  COUNTERPARTS.  This  Amendment may be executed and delivered in
any number of counterparts  with the same effect as if the signatures hereto and
thereto were upon the same instrument.

     SECTION  8.  AMENDMENT  AS LOAN  DOCUMENT.  Each  party  hereto  agrees and
acknowledges  that this  Amendment  constitutes a "Loan  Document"  under and as
defined in the Loan Agreement.

     SECTION 9. GOVERNING  LAW. THIS  AMENDMENT  SHALL BE DEEMED TO CONSTITUTE A
CONTRACT  MADE UNDER THE LAWS OF THE STATE OF NEW YORK,  INCLUDING  ARTICLE 5 OF
THE UCC, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE INTERNAL
LAWS OF THE  STATE OF NEW YORK  (INCLUDING  SECTIONS  5-1401  AND  5-1402 OF THE
GENERAL  OBLIGATIONS  LAW, BUT OTHERWISE  WITHOUT REGARD TO ITS CONFLICTS OF LAW
RULES).

     SECTION 10.  SUCCESSORS AND ASSIGNS.  This Amendment  shall be binding upon
each of the Borrower, the Guarantors,  the Banks, the Agent and their respective
successors and assigns,  and shall inure to the benefit of each of the Borrower,
the Guarantors, the Banks and the Agent.

     SECTION 11.  HEADINGS.  Section  headings in this  Amendment  are  included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

     SECTION 12.  EXPENSES.  Each Borrower and  Guarantor  jointly and severally
agrees  to  promptly  reimburse  the  Agent  and the  Banks  for  all  expenses,
including,  without  limitation,  reasonable  fees and expenses of outside legal
counsel,  it has heretofore or hereafter  incurred or incurs in connection  with
the  preparation,  negotiation  and  execution of this  Amendment  and all other
instruments,  documents and agreements executed and delivered in connection with
this Amendment.


                                        2
<PAGE>



     SECTION 13. INTEGRATION.  This Amendment contains the entire  understanding
of the parties hereto with regard to the subject matter contained  herein.  This
Amendment  supersedes  all  prior  or  contemporaneous  negotiations,  promises,
covenants,  agreements  and  representations  of every  nature  whatsoever  with
respect to the matters  referred to in this Amendment,  all of which have become
merged and finally  integrated into this  Amendment.  Each of the parties hereto
understands  that in the  event of any  subsequent  litigation,  controversy  or
dispute concerning any of the terms, conditions or provisions of this Amendment,
no party shall be entitled to offer or introduce into evidence any oral promises
or oral  agreements  between the parties  relating to the subject matter of this
Amendment  not  included or referred  to herein and not  reflected  by a writing
included or referred to herein.

     SECTION 14. NO COURSE OF DEALING. The Agent and the Banks have entered into
this Amendment on the express understanding with the Borrower and the Guarantors
that  in  entering  into  this  Amendment,  the  Agent  and  the  Banks  are not
establishing  any course of dealing  with the  Borrower or the  Guarantors.  The
Agent's  and the Banks'  rights to require  strict  performance  with all of the
terms and conditions of the Loan  Agreement and the other Loan  Documents  shall
not in any way be impaired by the execution of this Amendment. None of the Agent
and the Banks shall be obligated in any manner to execute any further amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Banks may require the payment of fees in connection  therewith.  Each of
the  Borrower  and the  Guarantors  agrees  that none of the  ratifications  and
reaffirmations set forth herein, nor the Agent's nor any Bank's  solicitation of
such  ratifications and  reaffirmations,  constitutes a course of dealing giving
rise  to  any  obligation  or  condition   requiring  a  similar  or  any  other
ratification or  reaffirmation  from the Borrower or the Guarantors with respect
to any  subsequent  modification,  consent  or waiver  with  respect to the Loan
Agreement or any other Loan Document.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]


                                       3
<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly
executed by their duly  authorized  officers or  representatives,  all as of the
date first above written.


                        BORROWER:

                                RCC CREDIT FACILITY, L.L.C.

                                By: RCC Manager LLC, its manager


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, Chief Executive Officer
                                    -----------------------------------------
                                            (Printed Name and Title)

                        GUARANTORS:

                                RELATED CAPITAL COMPANY LLC


                                By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                CHARTERMAC


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                CHARTERMAC CAPITAL COMPANY, LLC


                                By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                       i
<PAGE>



                         CHARTER MAC CORPORATION


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                 AGENT AND BANKS:


                         BANK OF AMERICA, N.A., as Agent and as one of the Banks


                         By: /s/John F. Simon
                             ----------------
                             John F. Simon, Senior Vice President


                         CITICORP USA, INC., as one of the Banks


                         By: /s/Maria McKeon
                             ---------------
                             Maria McKeon, Vice President


                         MERRILL LYNCH COMMUNITY DEVELOPMENT COMPANY,
                         LLC, as one of the Banks


                         By: /s/Michael A. Solomon
                             ---------------------
                             Michael A. Solomon, Director


                         HSBC BANK USA, NATIONAL ASSOCIATION, as one of the
                         Banks


                         By: /s/Christopher J. Montante
                             --------------------------
                             Christopher J. Montante, Vice President


                         COMERICA BANK, as one of the Banks


                         By: /s/Lisa M. Kotula
                             -----------------
                             Lisa M. Kotula, Vice President


                                       ii
<PAGE>



                        AMENDMENT NO. 2 TO NINTH AMENDED
                           AND RESTATED LOAN AGREEMENT


     This Amendment No. 2 (this  "AMENDMENT") is entered into as of November __,
2005 among RCC Credit Facility, L.L.C. (the "BORROWER"); Related Capital Company
("RCC"),  CharterMac  ("CHARTERMAC"),  CharterMac Capital Company,  LLC ("CMC"),
CharterMac Corporation ("CM CORP.," and together with RCC, CharterMac,  and CMC,
collectively, the "GUARANTORS");  some or all of the following (constituting the
Majority Banks): Bank of America,  N.A. ("BANK OF AMERICA"),  Citicorp USA, Inc.
("CITICORP"),   Merrill  Lynch  Community  Development  Company,  LLC  ("MERRILL
LYNCH"),  HSBC  Bank USA,  National  Association  ("HSBC"),  and  Comerica  Bank
("COMERICA,"  and together  with Bank of America,  Citicorp,  Merrill  Lynch and
HSBC, collectively, the "BANKS"); and Bank of America as agent for the Banks (in
such capacity, the "AGENT").

                                R E C I T A L S:

Reference is made to the following facts:

     A.   The parties  hereto have  executed and  delivered  that certain  Ninth
          Amended and Restated Loan  Agreement  dated as of October 28, 2005 (as
          amended and/or  restated and as in effect from time to time, the "LOAN
          AGREEMENT").  Capitalized  terms used herein and not otherwise defined
          herein shall have the same meanings  herein as ascribed to them in the
          Loan Agreement;

     B.   The Borrower and the Guarantors  have requested that the Agent and the
          Banks amend the definition of the term "Approved  Prospectus" in order
          to accommodate  Capital  Contributions to  single-investor  Investment
          Partnerships;

     C.   The Borrower and the Guarantors  have requested that the Agent and the
          Banks  amend  Recital  E of the Loan  Agreement  to  provide  that the
          manager of the general partner of an Investment  Partnership may be an
          entity other than RCC Manager LLC; and

     D.   The Banks and the Agent are  willing to amend such  provisions  of the
          Loan Agreement  solely upon the terms and conditions set forth in this
          Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing and of the terms and
conditions hereof, and for other valuable consideration the receipt and adequacy
of which is hereby acknowledged, the parties agree as follows:

     SECTION 1.       AMENDMENTS.
     ---------        ----------

     (a)  Recital E of the Loan Agreement is hereby  amended by inserting  after
the words "RCC Manager LLC" the following: "or any other entity, approved by the
Agent in its sole discretion,  that is a single member,  member-managed  limited
liability company of which Related Capital Company LLC is the sole member."

     (b)  Section 1.1 of the Loan  Agreement  is hereby  amended by inserting at
the end of the definition of the term "Approved Prospectus" the following:

          "If  an  Investment   Partnership  is  a  single-investor   Investment
          Partnership  in which the investor will perform its own  investigation
          and diligence  with respect to the Investment  Partnership,  "Approved
          Prospectus" means the offering materials actually provided, if any, to
          the  investor,  provided that in lieu of an Approved  Prospectus,  the
          Organizational  Documents of such Investment  Partnership must provide
          that the  business  of the  Investment  Partnership  is limited to the
          acquisition, development and syndication of Property LP Interests."

     SECTION 2.       CONDITIONS  PRECEDENT.  The  agreements  set forth in this
Amendment  are  conditional  and this  Amendment  shall not be  effective  until
receipt by the Agent of an original  counterpart of this  Amendment  executed by
the Borrower, Guarantor, Agent and the Majority Banks.


<PAGE>



     SECTION  3.      REPRESENTATIONS   AND   WARRANTIES.   The   Borrower   and
Guarantors,  jointly and severally, represent and warrant to the Banks as of the
effective date of this Amendment that: (a) except as amended hereby,  no Default
or Event of Default has occurred and is continuing or results from the execution
and  delivery  of  this  Amendment  or  the  consummation  of  any  transactions
contemplated  hereby;  (b) each of the  representations  and  warranties  of the
Borrower and the  Guarantors in the Loan  Agreement and the other Loan Documents
is  true  and  correct  on the  effective  date of this  Amendment  (except  for
representations  and warranties limited as to time or with respect to a specific
event, which representations and warranties shall continue to be limited to such
time or event); and (c) this Amendment and the Loan Agreement (as amended by the
Amendment)  are legal,  valid and binding  agreements  of the  Borrower  and the
Guarantors and are enforceable against them in accordance with their terms.

     SECTION 4.       ACKNOWLEDGEMENT  BY  THE  GUARANTORS.  By  executing  this
Amendment  in the  spaces  provided  below,  each of the  Guarantors  hereby (a)
absolutely and unconditionally reaffirms its obligations under the Guaranty, and
(b) absolutely and  unconditionally,  on a joint and several basis,  consents to
(i) the  execution  and  delivery by the  Borrower of this  Amendment,  (ii) the
continued  implementation  and  consummation  of arrangements  and  transactions
contemplated by the Loan Agreement  (including,  without limitation,  as amended
hereby) and the Loan Documents,  and (iii) the performance and observance by the
Borrower of all of its agreements,  covenants,  duties and obligations under the
Loan Agreement (including,  without limitation,  as amended hereby) and the Loan
Documents.

     SECTION 5.       RATIFICATION.   Except  as   hereby  amended,   the   Loan
Agreement,  all other  Loan  Documents  and each  provision  thereof  are hereby
ratified  and  confirmed in every  respect and shall  continue in full force and
effect, and this Amendment shall not be, and shall not be deemed to be, a waiver
of any Default or Event of Default or of any covenant,  term or provision of the
Loan Agreement or the other Loan Documents.

     SECTION 6.       COUNTERPARTS. This Amendment may be executed and delivered
in any number of counterparts  with the same effect as if the signatures  hereto
and thereto were upon the same instrument.

     SECTION 7.       AMENDMENT AS LOAN  DOCUMENT.  Each party hereto agrees and
acknowledges  that this  Amendment  constitutes a "Loan  Document"  under and as
defined in the Loan Agreement.

     SECTION 8.       GOVERNING LAW.   THIS  AMENDMENT  SHALL   BE   DEEMED   TO
CONSTITUTE  A CONTRACT  MADE UNDER THE LAWS OF THE STATE OF NEW YORK,  INCLUDING
ARTICLE 5 OF THE UCC, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402
OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO ITS CONFLICTS OF
LAW RULES).

     SECTION 9.       SUCCESSORS AND ASSIGNS.  This  Amendment  shall be binding
upon  each of the  Borrower,  the  Guarantors,  the  Banks,  the Agent and their
respective successors and assigns, and shall inure to the benefit of each of the
Borrower, the Guarantors, the Banks and the Agent.

     SECTION 10.      HEADINGS.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

     SECTION 11.      EXPENSES.   Each   Borrower   and  Guarantor  jointly  and
severally agrees to promptly reimburse the Agent and the Banks for all expenses,
including,  without  limitation,  reasonable  fees and expenses of outside legal
counsel,  it has heretofore or hereafter  incurred or incurs in connection  with
the  preparation,  negotiation  and  execution of this  Amendment  and all other
instruments,  documents and agreements executed and delivered in connection with
this Amendment.

     SECTION  12.     INTEGRATION.    This   Amendment   contains   the   entire
understanding  of the parties hereto with regard to the subject matter contained
herein.  This Amendment  supersedes all prior or  contemporaneous  negotiations,
promises,  covenants,  agreements and representations of every nature whatsoever
with  respect to the matters  referred to in this  Amendment,  all of which have
become merged and finally  integrated into this  Amendment.  Each of the parties
hereto understands that in the event of any subsequent  litigation,  controversy
or  dispute  concerning  any of the  terms,  conditions  or  provisions  of this
Amendment,  no party shall be entitled to offer or introduce  into  evidence any
oral  promises or oral  agreements  between the parties  relating to the subject
matter of this Amendment not included or referred to herein and not reflected by
a writing included or referred to herein.


                                       2
<PAGE>


     SECTION 13.      NO COURSE OF DEALING. The Agent and the Banks have entered
into this  Amendment  on the express  understanding  with the  Borrower  and the
Guarantors that in entering into this Amendment, the Agent and the Banks are not
establishing  any course of dealing  with the  Borrower or the  Guarantors.  The
Agent's  and the Banks'  rights to require  strict  performance  with all of the
terms and conditions of the Loan  Agreement and the other Loan  Documents  shall
not in any way be impaired by the execution of this Amendment. None of the Agent
and the Banks shall be obligated in any manner to execute any further amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Banks may require the payment of fees in connection  therewith.  Each of
the  Borrower  and the  Guarantors  agrees  that none of the  ratifications  and
reaffirmations set forth herein, nor the Agent's nor any Bank's  solicitation of
such  ratifications and  reaffirmations,  constitutes a course of dealing giving
rise  to  any  obligation  or  condition   requiring  a  similar  or  any  other
ratification or  reaffirmation  from the Borrower or the Guarantors with respect
to any  subsequent  modification,  consent  or waiver  with  respect to the Loan
Agreement or any other Loan Document.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]


                                       3
<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly
executed by their duly  authorized  officers or  representatives,  all as of the
date first above written.


                        BORROWER:

                                RCC CREDIT FACILITY, L.L.C.

                                By: RCC Manager LLC, its manager


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, Chief Executive Officer
                                    -----------------------------------------
                                            (Printed Name and Title)


                        GUARANTORS:

                                RELATED CAPITAL COMPANY LLC


                                By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                CHARTERMAC


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)



                                CHARTERMAC CAPITAL COMPANY, LLC


                                By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)



                                       S-1
<PAGE>



                         CHARTER MAC CORPORATION


                         By: /s/Marc D Schnitzer
                             -------------------
                                 (Signature)

                             Marc D Schnitzer, President
                             ---------------------------
                               (Printed Name and Title)



                 AGENT AND BANKS:


                         BANK OF AMERICA, N.A., as Agent and as one of the Banks


                         By: /s/John F. Simon
                             ----------------
                             John F. Simon, Senior Vice President


                         CITICORP USA, INC., as one of the Banks


                         By: /s/Maria McKeon
                             ---------------
                             Maria McKeon, Vice President


                         MERRILL LYNCH COMMUNITY DEVELOPMENT COMPANY,
                         LLC, as one of the Banks


                         By: /s/Michael A. Solomon
                             ---------------------
                             Michael A. Solomon, Director


                         HSBC BANK USA, NATIONAL ASSOCIATION, as one of the
                         Banks


                         By: /s/Christopher J. Montante
                             --------------------------
                             Christopher J. Montante, Vice President


                         COMERICA BANK, as one of the Banks


                         By: /s/Lisa M. Kotula
                             -----------------
                             Lisa M. Kotula, Vice President


                                     S-2
<PAGE>



                        AMENDMENT NO. 3 TO NINTH AMENDED
                           AND RESTATED LOAN AGREEMENT


     This Amendment No. 3 (this  "AMENDMENT")  is entered into as of December 9,
2005 among RCC Credit Facility, L.L.C. (the "BORROWER"); Related Capital Company
LLC ("RCC"), CharterMac ("CHARTERMAC"), CharterMac Capital Company, LLC ("CMC"),
CharterMac Corporation ("CM CORP.," and together with RCC, CharterMac,  and CMC,
collectively, the "GUARANTORS");  some or all of the following (constituting the
Majority Banks): Bank of America,  N.A. ("BANK OF AMERICA"),  Citicorp USA, Inc.
("CITICORP"),   Merrill  Lynch  Community  Development  Company,  LLC  ("MERRILL
LYNCH"),  HSBC  Bank USA,  National  Association  ("HSBC"),  and  Comerica  Bank
("COMERICA,"  and together  with Bank of America,  Citicorp,  Merrill  Lynch and
HSBC, collectively, the "BANKS"); and Bank of America as agent for the Banks (in
such capacity, the "AGENT").

                                R E C I T A L S:

Reference is made to the following facts:

     A.   The parties  hereto have  executed and  delivered  that certain  Ninth
          Amended and Restated Loan  Agreement  dated as of October 28, 2005 (as
          amended and/or  restated and as in effect from time to time, the "LOAN
          AGREEMENT").  Capitalized  terms used herein and not otherwise defined
          herein shall have the same meanings  herein as ascribed to them in the
          Loan Agreement;

     B.   The Borrower and the Guarantors  have requested that the Agent and the
          Banks waive the  requirement in Section 2.8 of the Loan Agreement that
          the  Borrower  pledge to the Agent  (for the  ratable  benefit  of the
          Banks) the  Investment  LP  Interests  of the MRC  Investor in the MRC
          Partnership (the "Pledge  Requirement") with respect to the Borrower's
          election to satisfy Modified Release  Conditions for Related Corporate
          Partners  XXXI,  L.P.-Series A and Related  Corporate  Partners  XXXI,
          L.P.-Series   B   (collectively,   the  "RCP  31  Funds")   using  the
          subscription obligations of Freddie Mac as the MRC Investor;

     C.   The Banks and the Agent are  willing to waive the  Pledge  Requirement
          solely upon the terms and conditions set forth in this Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing and of the terms and
conditions hereof, and for other valuable consideration the receipt and adequacy
of which is hereby acknowledged, the parties agree as follows:

     SECTION 1. WAIVER. The Agent and Banks hereby waive, for so long as Freddie
Mac  maintains  a Rating of at least AA,  the  Pledge  Requirement  solely  with
respect to the RCP 31 Funds,  provided that the Borrower  pledges  Freddie Mac's
irrevocable and unconditional  obligation to make Subscription Payments (and the
promissory  notes  evidencing  such  obligations)  and  otherwise  complies with
Section 2.8 of the Loan Agreement.

     SECTION 2.       CONDITIONS  PRECEDENT.  The  agreements  set forth in this
Amendment  are  conditional  and this  Amendment  shall not be  effective  until
receipt by the Agent of an original  counterpart of this  Amendment  executed by
the Borrower, Guarantor, Agent and the Majority Banks.

     SECTION  3.      REPRESENTATIONS   AND   WARRANTIES.   The   Borrower   and
Guarantors,  jointly and severally, represent and warrant to the Banks as of the
effective  date of this  Amendment  that: (a) no Default or Event of Default has
occurred and is  continuing  or results from the  execution and delivery of this
Amendment or the consummation of any transactions  contemplated hereby; (b) each
of the  representations and warranties of the Borrower and the Guarantors in the
Loan Agreement and the other Loan Documents is true and correct on the effective
date of this Amendment (except for  representations and warranties limited as to
time or with respect to a specific event, which  representations  and warranties
shall continue to be limited to such time or event);  and (c) this Amendment and
the Loan Agreement (as waived herein) are legal, valid and binding agreements of
the Borrower and the Guarantors and are  enforceable  against them in accordance
with their terms.


<PAGE>



     SECTION 4.       ACKNOWLEDGEMENT  BY  THE  GUARANTORS.  By  executing  this
Amendment  in the  spaces  provided  below,  each of the  Guarantors  hereby (a)
absolutely and unconditionally reaffirms its obligations under the Guaranty, and
(b) absolutely and  unconditionally,  on a joint and several basis,  consents to
(i) the  execution  and  delivery by the  Borrower of this  Amendment,  (ii) the
continued  implementation  and  consummation  of arrangements  and  transactions
contemplated by the Loan Agreement  (including,  without  limitation,  as waived
herein) and the Loan Documents,  and (iii) the performance and observance by the
Borrower of all of its agreements,  covenants,  duties and obligations under the
Loan Agreement  (including,  without limitation,  as waived herein) and the Loan
Documents.

     SECTION 5.       RATIFICATION. Except as hereby waived, the Loan Agreement,
all other Loan  Documents  and each  provision  thereof are hereby  ratified and
confirmed in every respect and shall continue in full force and effect, and this
Amendment  shall not be, and shall not be deemed to be, a waiver of any  Default
or Event of Default or of any covenant,  term or provision of the Loan Agreement
or the other Loan Documents.

     SECTION 6.       COUNTERPARTS. This Amendment may be executed and delivered
in any number of counterparts  with the same effect as if the signatures  hereto
and thereto were upon the same instrument.

     SECTION 7.       AMENDMENT AS LOAN  DOCUMENT.  Each party hereto agrees and
acknowledges  that this  Amendment  constitutes a "Loan  Document"  under and as
defined in the Loan Agreement.

     SECTION 8.       GOVERNING  LAW.   THIS  AMENDMENT  SHALL   BE   DEEMED  TO
CONSTITUTE  A CONTRACT  MADE UNDER THE LAWS OF THE STATE OF NEW YORK,  INCLUDING
ARTICLE 5 OF THE UCC, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402
OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO ITS CONFLICTS OF
LAW RULES).

     SECTION 9.       SUCCESSORS AND ASSIGNS.  This  Amendment  shall be binding
upon  each of the  Borrower,  the  Guarantors,  the  Banks,  the Agent and their
respective successors and assigns, and shall inure to the benefit of each of the
Borrower, the Guarantors, the Banks and the Agent.

     SECTION 10.      HEADINGS.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

     SECTION  11.     EXPENSES.   Each   Borrower   and  Guarantor  jointly  and
severally agrees to promptly reimburse the Agent and the Banks for all expenses,
including,  without  limitation,  reasonable  fees and expenses of outside legal
counsel,  it has heretofore or hereafter  incurred or incurs in connection  with
the  preparation,  negotiation  and  execution of this  Amendment  and all other
instruments,  documents and agreements executed and delivered in connection with
this Amendment.

     SECTION  12.     INTEGRATION.    This    Amendment   contains   the  entire
understanding  of the parties hereto with regard to the subject matter contained
herein.  This Amendment  supersedes all prior or  contemporaneous  negotiations,
promises,  covenants,  agreements and representations of every nature whatsoever
with  respect to the matters  referred to in this  Amendment,  all of which have
become merged and finally  integrated into this  Amendment.  Each of the parties
hereto understands that in the event of any subsequent  litigation,  controversy
or  dispute  concerning  any of the  terms,  conditions  or  provisions  of this
Amendment,  no party shall be entitled to offer or introduce  into  evidence any
oral  promises or oral  agreements  between the parties  relating to the subject
matter of this Amendment not included or referred to herein and not reflected by
a writing included or referred to herein.

     SECTION 13.      NO COURSE OF DEALING. The Agent and the Banks have entered
into this  Amendment  on the express  understanding  with the  Borrower  and the
Guarantors that in entering into this Amendment, the Agent and the Banks are not
establishing  any course of dealing  with the  Borrower or the  Guarantors.  The
Agent's  and the Banks'  rights to require  strict  performance  with all of the
terms and conditions of the Loan  Agreement and the other Loan  Documents  shall
not in any way be impaired by the execution of this Amendment. None of the Agent
and the Banks shall be obligated in any manner to execute any further amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Banks may require the payment of fees in connection  therewith.  Each of
the  Borrower  and the  Guarantors  agrees  that none of the  ratifications  and
reaffirmations set forth herein, nor the Agent's nor any Bank's  solicitation of
such  ratifications and  reaffirmations,  constitutes a course of dealing giving


                                       2
<PAGE>



rise  to  any  obligation  or  condition   requiring  a  similar  or  any  other
ratification or  reaffirmation  from the Borrower or the Guarantors with respect
to any  subsequent  modification,  consent  or waiver  with  respect to the Loan
Agreement or any other Loan Document.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]


                                       3
<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be duly
executed by their duly  authorized  officers or  representatives,  all as of the
date first above written.


                        BORROWER:

                                RCC CREDIT FACILITY, L.L.C.

                                By: RCC Manager LLC, its manager


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, Chief Executive Officer
                                    -----------------------------------------
                                            (Printed Name and Title)

                        GUARANTORS:

                                RELATED CAPITAL COMPANY LLC


                                By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                CHARTERMAC


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)


                                CHARTERMAC CAPITAL COMPANY, LLC


                                By: Charter Mac Corporation, its managing member


                                By: /s/Marc D Schnitzer
                                    -------------------
                                        (Signature)

                                    Marc D Schnitzer, President
                                    ---------------------------
                                      (Printed Name and Title)



                                       S-1
<PAGE>



                         CHARTER MAC CORPORATION


                         By: /s/Marc D Schnitzer
                             -------------------
                                 (Signature)

                             Marc D Schnitzer, President
                             ---------------------------
                               (Printed Name and Title)

                 AGENT AND BANKS:


                         BANK OF AMERICA, N.A., as Agent and as one of the Banks


                         By: /s/John F. Simon
                             ----------------
                             John F. Simon, Senior Vice President


                         CITICORP USA, INC., as one of the Banks


                         By: /s/Maria McKeon
                             ---------------
                             Maria McKeon, Vice President


                         MERRILL LYNCH COMMUNITY DEVELOPMENT COMPANY, LLC,
                         as one of the Banks


                         By: /s/Michael A. Solomon
                             ---------------------
                             Michael A. Solomon, Director


                         HSBC BANK USA, NATIONAL ASSOCIATION, as one of the
                         Banks


                         By: /s/Christopher J. Montante
                             --------------------------
                             Christopher J. Montante, Vice President


                         COMERICA BANK, as one of the Banks


                         By: /s/Lisa M. Kotula
                             -----------------
                             Lisa M. Kotula, Vice President


                                       S-2