FIRST AMENDED AND RESTATED LOAN AGREEMENT

                                     BETWEEN

                           CENTERLINE HOLDING COMPANY

                                       AND

                      AMERICAN MORTGAGE ACCEPTANCE COMPANY

                            AS OF SEPTEMBER 17, 2007





<PAGE>


                                TABLE OF CONTENTS

                                                                          Page

SECTION 1.     DEFINITIONS AND ACCOUNTING TERMS..............................1

      1.1   DEFINITIONS......................................................1

      1.2   ACCOUNTING TERMS AND DETERMINATIONS..............................9

SECTION 2.     THE CREDIT ACCOMMODATIONS.....................................9

      2.1   THE CREDIT ACCOMMODATIONS........................................9

      2.2   TERM OF AGREEMENT...............................................10

      2.3   PREPAYMENT OF THE OBLIGATIONS; BORROWER'S
            REDUCTION OF LOAN AMOUNT........................................10

      2.4   EVIDENCE OF INDEBTEDNESS, MATURITY..............................10

      2.5   INTEREST, LOAN FEES AND PAYMENT OF EXPENSES.....................10

SECTION 3.     CONDITIONS TO CREDIT.........................................13

      3.1   DOCUMENTS.......................................................13

      3.2   REPRESENTATIONS AND WARRANTIES..................................13

      3.3   EVENTS OF DEFAULT...............................................13

      3.4   APPROVAL OF LENDER'S COUNSEL....................................13

      3.5   PAYMENT OF FEES.................................................13

SECTION 4.     REPRESENTATIONS AND WARRANTIES...............................14

      4.1   EXISTENCE; PLACE OF BUSINESS; IDENTIFICATION NUMBERS............14

      4.2   AUTHORITY.......................................................14

      4.3   FINANCIAL STATEMENTS............................................14

      4.4   FINANCIAL CONDITION.............................................14

      4.5   ASSETS..........................................................15

      4.6   LITIGATION......................................................15

      4.7   BURDENSOME PROVISIONS...........................................15

      4.8   OTHER AGREEMENTS................................................15

      4.9   TAXES...........................................................15

      4.10  THE LOAN........................................................16

      4.11  CAPITALIZATION..................................................16

      4.12  SOLVENCY........................................................16

      4.13  EVENTS OF DEFAULT...............................................16


                                       -i-

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                         Page

      4.14  ERISA...........................................................16

      4.15  ENVIRONMENTAL AND REGULATORY COMPLIANCE.........................17

      4.16  CONTRACTS WITH AFFILIATES, ETC..................................17

      4.17  FEDERAL REGULATIONS.............................................18

      4.18  QUALIFICATION AS A REIT.........................................18

      4.19  ADVISORY AGREEMENT; ADVISORY SUBCONTRACT........................18

      4.20  HOLDING COMPANY AND INVESTMENT COMPANY ACTS.....................18

      4.21  INVESTMENT COMPANY ACT; OTHER REGULATIONS.......................18

SECTION 5.     AFFIRMATIVE COVENANTS........................................19

      5.1   FINANCIAL STATEMENTS............................................19

      5.2   MAINTENANCE OF EXISTENCE; CHARACTER OF EQUITY...................20

      5.3   MAINTENANCE OF PROPERTIES.......................................20

      5.4   COMPLIANCE WITH LAWS............................................20

      5.5   TAXES AND CLAIMS................................................20

      5.6   NOTICE OF DEFAULTS..............................................21

      5.7   CHANGES IN MANAGEMENT...........................................21

      5.8   NOTICE OF LITIGATION............................................21

      5.9   RECORDS.........................................................21

      5.10  EXECUTION OF OTHER INSTRUMENTS..................................21

      5.11  MAINTENANCE OF REIT STATUS......................................21

      5.12  CONTINUATION OF ADVISORY AGREEMENT AND ADVISORY
            SUBCONTRACT.....................................................21

      5.13  INSPECTION OF PROPERTY; BOOKS AND RECORDS;
            DISCUSSIONS.....................................................22

SECTION 6.     NEGATIVE COVENANTS...........................................22

      6.1   ENCUMBRANCES AND LIENS..........................................22

      6.2   INDEBTEDNESS....................................................23

      6.3   CONSOLIDATION AND MERGER........................................24

      6.4   LOANS, GUARANTEES, INVESTMENTS..................................24

      6.5   ACQUISITIONS....................................................24

      6.6   DISPOSAL OF ASSETS..............................................24


                                      -ii-

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                         Page

      6.7   PAYMENT OF DISTRIBUTIONS........................................24

      6.8   LIMITATIONS ON LEASING..........................................24

      6.9   DEFAULT UNDER OTHER AGREEMENTS OR INDENTURES....................25

      6.10  PURCHASE OF MARGIN STOCK........................................25

      6.11  AMENDMENT TO CERTAIN DOCUMENTS..................................25

      6.12  ERISA COMPLIANCE................................................25

      6.13  REAL ESTATE ACTIVITIES..........................................26

      6.14  DEFAULT UNDER ADVISORY AGREEMENT OR ADVISORY
            SUBCONTRACT.....................................................26

SECTION 7.     FINANCIAL COVENANTS..........................................26

      7.1   MINIMUM ADJUSTED NET WORTH .....................................26

      7.2   LIQUIDITY ......................................................26

      7.3   DEBT SERVICE COVERAGE...........................................26

      7.4   RECOURSE DEBT TO ADJUSTED NET WORTH.............................26

      7.5   MINIMUM ADJUSTED AFFO...........................................26

SECTION 8.     EVENTS OF DEFAULT............................................27

      8.1   EVENTS OF DEFAULT...............................................27

SECTION 9.     MISCELLANEOUS PROVISIONS.....................................29

      9.1   INCORPORATION OF PREAMBLE, RECITAL AND EXHIBITS.................29

      9.2   NOTICES.........................................................29

      9.3   AMENDMENTS, WAIVERS, ETC........................................30

      9.4   INDEMNIFICATION.................................................30

      9.5   INCONSISTENCIES WITH OTHER LOAN DOCUMENTS.......................30

      9.6   EXPENSES........................................................30

      9.7   ASSIGNABILITY...................................................30

      9.8   TIME OF ESSENCE.................................................31

      9.9   ENTIRE AGREEMENT................................................31

      9.10  SEVERABILITY....................................................31

      9.11  GOVERNING LAW...................................................31

      9.12  NO PARTNERSHIP OR JOINT VENTURE.................................31


                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                         Page

      9.13  REPLACEMENT DOCUMENTS...........................................31

      9.14  HEADINGS........................................................31

      9.15  USURY LIMITATION................................................31

      9.16  WAIVER OF JURY TRIAL............................................32


                                      -iv-
<PAGE>


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

EXHIBIT A                     Form of Note
EXHIBIT 2.1                   Form of Borrowing Notice
EXHIBIT 3.1                   Closing Checklist
EXHIBIT 4.6                   Litigation
EXHIBIT 4.11                  Capitalization
EXHIBIT 4.16                  Contracts with Affiliates
EXHIBIT 5.1                   Form of Covenant Compliance Certificate
EXHIBIT 6.1                   Liens or encumbrances
EXHIBIT 6.2                   Indebtedness


<PAGE>


                                 LOAN AGREEMENT

         THIS FIRST AMENDED AND RESTATED LOAN AGREEMENT  (this  "Agreement")  is
dated as of this 17th day of  September,  2007 and effective as of April 1, 2007
among American  Mortgage  Acceptance  Company,  a  Massachusetts  business trust
("Borrower"),  and  Centerline  Holding  Company,  a  Delaware  statutory  trust
("Lender").

                                    RECITALS

         WHEREAS,  the Borrower  and the Lender are parties to a Loan  Agreement
dated as of June  30,  2004,  as  amended  by the  First  Amendment  to the Loan
Agreement  dated as of June 30, 2005, as amended by the Second  Amendment to the
Loan Agreement  dated as of April 20, 2006, as amended by the Third Amendment to
the Loan Agreement dated as of June 29, 2007 (as amended, and modified, restated
and/or supplemented from time to time, the "Initial Agreement"); and

         WHEREAS,  on June 1, 2007,  the  Independent  Trustees of the  Borrower
approved  certain  changes to the  Initial  Agreement  which were  preliminarily
incorporated into the Third Amendment to the Loan Agreement; and

         WHEREAS,  the  Borrower  and the Lender wish to fully amend and restate
the Initial Loan Agreement to further clarify such changes.

         NOW THEREFORE,  in consideration of the 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  Lender.  The Lender  hereby  acknowledges  that the
         Accountants  for  Borrower  may include  Deloitte & Touche  LLP,  which
         accountants are acceptable to the Lender.

         "Adjusted AFFO" for each quarterly  period means the GAAP net income of
         Borrower  for  such  period  without  giving  effect  to  depreciation,
         amortization,  gains or  losses  attributable  to  changes  in the fair
         market value of derivative instruments,  gains or losses on the sale of
         property or other  assets,  capital gains or losses with respect to the
         disposition  of investments  in marketable  securities,  and impairment
         losses on investments or recoveries on such impaired investments.

         "Adjusted  Net  Worth"  means the GAAP net worth of  Borrower  for such
         period without giving effect to accumulated other comprehensive  income
         or loss.


                                       1
<PAGE>


         "Advances"  means any and all advances made or to be made by the Lender
         to  Borrower  pursuant  to and as  contemplated  by the  terms  of this
         Agreement.

         "Advisor" means  Centerline/AMAC  Manager Inc., a Delaware corporation,
         or any Person  directly or  indirectly  succeeding  to  Centerline/AMAC
         Manager Inc. (or Centerline Affordable Housing Advisors LLC, a Delaware
         limited  liability  company,  hereinafter  referred  to as  "Centerline
         Affordable"   under  the  Advisory   Subcontract)  as  the  Advisor  in
         accordance with the terms of Section 5.12 hereof.

         "Advisory  Agreement"  means that  certain  Third  Amended and Restated
         Advisory Services Agreement dated as of March 19, 2007 between Borrower
         and the Advisor,  or any replacement  thereof executed and delivered by
         Borrower in accordance with the terms of Section 5.12 hereof,  pursuant
         to which the Advisor performs investment advisory services to Borrower,
         and manages Borrower's assets and day-to-day affairs.

         "Advisory  Subcontract" means that certain advisory subcontract,  dated
         as of March 29, 1993,  between the Advisor and  Centerline  Affordable,
         pursuant to which all of the Advisor's obligations and duties under the
         Advisory   Agreement   are  assigned  to  and  assumed  by   Centerline
         Affordable.  In the event that the Advisor or Centerline Affordable are
         replaced in accordance with the terms of Section 5.12 hereof,  the term
         Advisory  Subcontract  shall mean the Advisory  Agreement or such other
         document as Borrower and the Lender may agree.

         "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, general partner, manager, 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.

         "Agreement" means this Loan Agreement.

         "AMAC  Funds"  means the funds  advanced  by  Borrower  to AMAC  Credit
         Facility LLC under the AMAC Credit Facility Loan Agreement.

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

         "Borrowing Notice" means any borrowing request submitted by Borrower in
         the form of Exhibit 2.1 attached hereto.

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


                                       2
<PAGE>


         "Cash and Cash Equivalents" means the aggregate amount of cash and cash
         equivalents, as determined in accordance with GAAP.

         "Centerline  Affordable" means Centerline  Affordable  Housing Advisors
         LLC, a Delaware limited liability company.

         "Closing  Date"  means  the date on which the  conditions  set forth in
         Section 3.1 through Section 3.5 are first satisfied.

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

         "Control" means either (i) having an economic  interest in greater than
         50% 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,  or (ii) having the power and authority
         to determine and control the policies and operations of such entity.

         "Covenant   Compliance   Certificate"  means  the  Covenant  Compliance
         Certificate  substantially  in the form of Exhibit 5.1 attached hereto,
         from the principal  financial officer of Borrower,  certifying that the
         information prepared thereon has been prepared in accordance with GAAP,
         and stating that such officer has no knowledge  that a Default or 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,  the statement
         as to its nature and the action  which such entity or any other  entity
         proposes to take with respect to such Default or Event of Default.

         "Debt Service  Coverage" for each  quarterly  period means the ratio of
         Adjusted AFFO plus Interest Expense on Recourse Debt for such period to
         Interest Expense on Recourse Debt.

         "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.

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

         "ERISA  Affiliate"  means  each  entity  that may have been at any time
         during the sixty month period  ending on the date of this  Agreement or
         may be treated as a single  employer with  Borrower  under the rules of
         Subsections (b), (c), (m) or (o) of Section 414 of the Code.

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

         "Fair Market Value of Total  Assets"  means the  aggregate  fair market
         value of all of a Person's  assets,  valuing  those assets  customarily
         bought and sold on a  recognized  market  yielding  widely  distributed
         standard price quotations at their readily  ascertainable market price,
         and all other assets valued using such methodology and data as shall be
         fully  disclosed  to, and  approved  by,  the Lender in its  reasonable
         discretion.


                                       3
<PAGE>


         "Fannie Mae" means the Federal National Mortgage Association.

         "FHA" means the Federal Housing Administration.

         "Financial Statements" means that term as defined in Section 4.3.

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

         "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.

         "GNMA  Certificates"  means  securities  guaranteed  by the  Government
         National    Mortgage    Association    including   GNMA    pass-through
         mortgage-backed securities.

         "Indebtedness" shall mean without duplication: (a) obligations created,
         issued or incurred by Borrower or its  subsidiaries  for borrowed money
         (whether by loan, the issuance and sale of debt  securities or the sale
         of property to another Person subject to an understanding or agreement,
         contingent or otherwise, to repurchase such property from such Person),
         (b)  obligations  of Borrower or its  subsidiaries  to pay the deferred
         purchase or acquisition price of property or services, other than trade
         accounts  payable (other than for borrowed money) arising,  and accrued
         expenses  incurred,  in the ordinary course of business so long as such
         trade  accounts  payable are payable  within ninety (90) days after the
         date the respective goods are delivered or the respective  services are
         rendered,  (c) debt of  others  secured  by a lien on the  property  of
         Borrower or its  subsidiaries,  whether or not the  respective  debt so
         secured  has  been  assumed  by  Borrower  or  its  subsidiaries,   (d)
         obligations  (contingent or otherwise) of Borrower or its  subsidiaries
         in  respect  of  letters  of credit or  similar  instruments  issued or
         accepted  by banks and other  financial  institutions  for  account  of
         Borrower or its subsidiaries, (e) capital lease obligations of Borrower
         or its  subsidiaries,  (f) obligations of Borrower or its  subsidiaries
         under   repurchase   agreements,   sale/buy-back   agreements  or  like
         arrangements,  (g)  debt  of  others  guaranteed  by  Borrower  or  its
         subsidiaries,  (h) all  obligations  of  Borrower  or its  subsidiaries
         incurred in connection with the acquisition or carrying of fixed assets
         by Borrower or its  subsidiaries,  (i) debt of general  partnerships of
         which Borrower or its  subsidiaries is a general  partner,  and (j) all
         off-balance sheet obligations of Borrower or its subsidiaries.

         "Interest Expense" means for any period,  total interest expense,  both
         expensed and  capitalized,  of Borrower and its  subsidiaries  for such
         period with respect to all  outstanding  Recourse  Debt of Borrower and
         its  subsidiaries  (including,  without  limitation,  all  commissions,
         discounts  and other fees and charges  owed with  respect to letters of
         credit and bankers'  acceptance  financing and net costs under interest
         rate  protection  agreements),  determined on a  consolidated  basis in
         accordance with GAAP.


                                       4
<PAGE>


         "Interest  Period" means,  as to any LIBOR Rate Amount,  the period the
         commencement  and duration of which shall be  determined  in accordance
         with Section 2.5.1(A),  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  Lender  in  accordance  with its usual
         practices,  of which the Lender shall notify Borrower in writing at the
         beginning of such Interest Period.

         "IRS" means the United States Internal Revenue Service.

         "Lending  Institution" means any reputable  financial  institution that
         has  obtained a minimum  debt  rating of "A" from S&P and/or  "A2" from
         Moody's.

         "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 Lender 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  100,000th 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 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 Lender 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 2.5.1(D). In
         the event that the Board of  Governors  of the Federal  Reserve  System
         shall impose a LIBOR  Reserve  Rate,  then for any period  during which
         such LIBOR  Reserve Rate shall apply,  the LIBOR Rate shall be


                                       5
<PAGE>


         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 the Loan on which Borrower  elects
         pursuant  to Section  2.5.1 to pay  interest  at a rate  determined  by
         reference to the 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 of Credit"  means that term as defined in the  recital  set forth
         above.

         "Liquidity"  means  Cash  and Cash  Equivalents  plus  availability  to
         Borrower  under the Line of Credit or a committed line of credit from a
         Lending Institution.

         "Loan" means all Advances made or other credit accommodations  provided
         by the Lender to Borrower in accordance  with the terms and  conditions
         of this Agreement.

         "Loan Amount" means the principal  amount of EIGHTY  MILLION AND NO/100
         DOLLARS  ($80,000,000.00),  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.

         "Loan  Documents"  means  this  Agreement,  the Note and the  documents
         specified  in  Section  3.1 and any  other  documents,  instruments  or
         agreements  relating  to the Line of Credit  required  or  contemplated
         hereby and thereby.

         "Loan Fees" means the Upfront  Fee.  The Loan Fees shall be in addition
         to  all  out-of-pocket   expenses,   including,   without   limitation,
         reasonable  attorneys'  fees and costs  for


                                       6
<PAGE>


         the Lender and customary  recording,  filing or other similar  document
         fees and charges, each of which shall be paid by Borrower.

         "Maturity  Date" means such date as determined  in accordance  with the
         terms of  Section  2.4,  upon which  date all  Obligations,  including,
         without  limitation,  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.

         "Net Equity" means equity raised by Borrower or its  subsidiaries,  net
         of  costs   incurred  in  raising  such  equity,   including,   without
         limitation,  brokerage  costs  and  reasonable  fees  for  professional
         services.

         "Non-Recourse  Debt"  shall mean  Indebtedness  for  borrowed  money in
         respect of which recourse for payment (except for customary  exceptions
         for fraud,  misapplication  of funds,  environmental  indemnities,  and
         other customary exceptions to non-recourse provisions) is contractually
         limited to specific assets of Borrower or its  subsidiaries  encumbered
         by a lien securing such Indebtedness.

         "Note" means the credit note in the aggregate  principal  amount of the
         Loan Amount  executed  substantially  in the form of Exhibit A attached
         hereto by Borrower, payable to the order of the Lender.

         "Obligations"  means any and all  obligations of Borrower to the Lender
         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.

         "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,   (iv)  a  Massachusetts   business  trust,  its  charter  and
         declaration  of trust,  and (v) any other  type of  entity,  documents,
         agreements and certificates serving  substantially the same purposes as
         the foregoing.

         "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.

         "Preferred Securities" means financial instruments with characteristics
         of both  liabilities  and equity which per FASB  Statement of Financial
         Accounting   Standards  No.  150,   Accounting  for  Certain  Financial
         Instruments  with  Characteristics  of both Liabilities and Equity (May
         2003), are recognized as liability on Borrower's  consolidated  balance
         sheet.

         "Recourse Debt" shall mean, for any period, the aggregate  Indebtedness
         (excepting any  Non-Recourse  Debt,  commitments to provide future debt
         funding, and an existing


                                       7
<PAGE>


         $3,150,000  guaranty to Fannie Mae relating to a discontinued  program)
         of Borrower or its subsidiaries outstanding during such period.

         "Registration  Statement"  means  that  certain  Form S-2  Registration
         Statement under the Securities Act of 1933, for Borrower, as amended by
         Amendment No. 1, filed with the Securities  and Exchange  Commission on
         January 11, 2002.  The  Registration  Statement  shall be defined,  for
         purposes of this Agreement, as the Registration Statement as filed with
         the  Securities  and  Exchange  Commission  prior to the  date  hereof,
         without amendment, modification or restatement.

         "REIT" means a "real estate  investment  trust" as such term is defined
         in Section 856 of the Code.

         "Revolving  Commitment  Period"  means  that term as defined in Section
         2.1.

         "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.

         "Ten Year U.S.  Treasury  Rate"  means the  arithmetic  average  of the
         weekly  average yield to maturity for actively  traded  current  coupon
         U.S.  Treasury  fixed  interest rate  securities  (adjusted to constant
         maturities of ten years)  published by the Federal Reserve Board during
         a fiscal year, or, if such rate is not published by the Federal Reserve
         Board,  any Federal Reserve Bank or agency or department of the federal
         government  selected by the Lender.  If the Lender  determines  in good
         faith that the Ten Year U.S.  Treasury  Rate  cannot be  calculated  as
         provided above, then the rate will be the arithmetic average of the per
         annum average  yields to  maturities,  based upon closing ask prices on
         each business day during a quarter, for each actively traded marketable
         U.S.  Treasury  fixed interest rate security with a final maturity date
         not less than 8 nor more  than 12 years  from the date of  closing  ask
         prices as chosen and quoted for each  business day in each such quarter
         in  New  York  City  by at  least  three  recognized  dealers  in  U.S.
         Government Securities selected by the Lender.

         "Upfront Fee" means that term as defined in Section 2.5.2.

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

                  (1) 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;


                                       8
<PAGE>


                  (2)  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;

                  (3) 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

                  (4) 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 fifty percent (50%) 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.

                                   Section 2.
                            THE CREDIT ACCOMMODATIONS

         2.1     THE CREDIT ACCOMMODATIONS.

         2.1.1   Advances.  Subject to the terms and conditions hereof, from and
including  the  Closing  Date and prior to the  Maturity  Date  (the  "Revolving
Commitment  Period"),  the Lender agrees to make revolving loans ("Advances") to
Borrower  from  time to time in an  aggregate  principal  amount at any one time
outstanding  which  does  not  exceed  the Loan  Amount.  During  the  Revolving
Commitment Period, Borrower may use the Loan Amount by borrowing,  prepaying the
Advances in whole or in part, and reborrowing,  all in accordance with the terms
and  conditions  hereof.  Borrower  shall give the Lender written notice of each
requested Advance in the form of a Borrowing Notice,  signed by Borrower. On the
Maturity Date, Borrower shall repay in full the outstanding principal balance of
all Advances.

         2.1.2   Making of  Revolving  Loans.  Promptly  after  receipt  of  the
Borrowing  Notice,  the Lender shall make the funds available to Borrower on the
applicable Borrowing Date, utilizing reasonable efforts to initiate the transfer
of such funds so received by not later than 2:00 p.m.  (New York time) and shall
disburse such proceeds in accordance with Borrower's  instructions  set forth in
such Borrowing Notice.

         2.1.3   Termination of Revolving  Commitment  Period.  Without limiting
any other  rights or remedies  available  to the Lender  hereunder  or under any
applicable law, and notwithstanding  any other provision of this Agreement,  the
Revolving  Commitment  Period shall end  immediately  in the event that Borrower
fails to perform or observe any covenant, term, provision,  condition, agreement
or obligation  under any of the Loan  Documents or any other note,  agreement or
instrument  in favor  of the  Lender,  or in the  event  that any of  Borrower's
Subsidiaries fails to


                                       9
<PAGE>


perform or observe  any  covenant,  term,  provision,  condition,  agreement  or
obligation under any of the Loan Documents.

         2.1.4   Application of Payments.  All Obligations incurred with respect
to any Loan made to  Borrower  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 Lender
(excluding principal and interest), then to accrued interest, and the balance on
account of outstanding  principal of 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  Lender  determines  in  its  unrestricted
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,
Borrower  shall pay to the Lender a late fee equal to five  percent  (5%) of the
required payment.

         2.2     TERM OF AGREEMENT. This Agreement  shall continue in full force
and  effect  so long  as any  Obligation  remains  outstanding  and  the  Lender
continues  to  have  any   commitment  to  make  any  Advance  or  other  credit
accommodation hereunder.

         2.3     PREPAYMENT OF THE OBLIGATIONS;  BORROWER'S  REDUCTION  OF  LOAN
AMOUNT.  Borrower may prepay any Obligation 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  under the Line of Credit as 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 Lender shall
determine in its unrestricted discretion (provided that the Lender agrees not to
prepay a LIBOR Rate Amount  prior to the end of an Interest  Period if there are
any outstanding  Advances  accruing interest with reference to the LIBOR Rate at
such time).  Any  prepayment  of a LIBOR Rate  Amount  shall be  accompanied  by
payment of any  additional  amounts  required  pursuant  to  Section  2.5.1 (F).
Borrower  may from time to time by  written  notice  delivered  to the Lender at
least  three (3)  Business  Days prior to the date of the  requested  reduction,
reduce the Loan Amount by integral  multiples of $1,000,000 as to any unborrowed
portion of the Loan Amount.  No reduction of the Loan Amount shall be subject to
reinstatement.

         2.4     EVIDENCE OF INDEBTEDNESS, MATURITY. The Loan shall be evidenced
by  the  Note  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 Borrower under the terms of the Loan
Documents, shall be due and payable on June 30, 2008 (the "Maturity Date").

         2.5     INTEREST, LOAN FEES AND PAYMENT OF EXPENSES.

         2.5.1   LIBOR Interest Rate.

         (A)     At the  option of  Borrower,  so long as no Default or Event of
                 Default has occurred and is then continuing, Borrower may elect
                 from time to time prior to the  Maturity  Date to have all or a
                 portion  of the  unpaid  principal  amount  of the  Loans  bear
                 interest  at a per annum rate  during any  particular  Interest
                 Period with


                                       10
<PAGE>


                 reference to the LIBOR Rate plus three percent (3%);  provided,
                 however,  that any  such  portion  of any  Loan  shall be in an
                 amount not less than $100,000 or some greater integral multiple
                 of $100,000 with respect to any single Interest Period.  During
                 the continuation of any Event of Default, interest on the Loans
                 will be  calculated  based on the one month LIBOR Rate plus any
                 default  interest  and  other  penalties  provided  for in this
                 Agreement.   Each  Interest  Period  selected  hereunder  shall
                 commence on the first day of a calendar month.  Any election by
                 Borrower to have interest calculated at the LIBOR Rate shall be
                 made by notice  (which shall be  irrevocable)  to the Lender at
                 least  three (3)  Business  Days  prior to the first day of the
                 proposed Interest Period,  specifying the LIBOR Rate Amount and
                 the duration of the proposed Interest Period (which must be for
                 one,  two,  three or six months).  Any such election of a 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.  Interest shall be payable in
                 the last day of each such Interest  Period and if such Interest
                 Period has a duration of more than three  months,  on each date
                 during such Interest  Period  occurring every three months from
                 the first day of such  Interest  Period.  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, when applicable, 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 Loan 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 Loan  pursuant to Section  2.5.1 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.  Notwithstanding the foregoing, Borrower may not select
                 an Interest Period which extends beyond the Maturity Date.

         (B)     Borrower shall pay to the Lender,  the LIBOR Reserve Charge, if
                 any,   with   respect  to  LIBOR  Rate  Amounts  of  the  Loans
                 outstanding  from time to time on the dates interest is payable
                 on such LIBOR Rate Amounts.

         (C)     The Lender  shall  forthwith  upon  determining  any LIBOR Rate
                 provide notice  thereof to Borrower.  Each such notice shall be
                 conclusive and binding upon Borrower.

         (D)     If, with respect to any Interest  Period,  the Lender 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 Lender,  impracticable,  to
                 fund therein the LIBOR Rate Amount or make the projected  LIBOR
                 Rate  unreflective of the actual costs of funds therefor to the
                 Lender, or if it shall become unlawful for the Lender to charge
                 interest on the Loans on a LIBOR Rate basis, then in any of the
                 foregoing  events  the  Lender  shall so  notify  Borrower  and
                 interest  will be  calculated  and  payable  in respect of such
                 projected Interest Period (and thereafter


                                       11
<PAGE>


                 for so  long as the  conditions  referred  to in this  sentence
                 shall  continue) by reference to the "prime rate"  published by
                 Citibank, N.A. plus 1% per annum.

         (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 Lender in accordance
                 with its usual  practice,  of which  the  Lender  shall  notify
                 Borrower at the beginning of such Interest Period.

         (F)     Borrower  may  prepay a LIBOR  Rate  Amount  only upon at least
                 three (3)  Business  Days  prior  written  notice to the Lender
                 (which notice shall be irrevocable).  Borrower shall pay to the
                 Lender,  upon request of the Lender,  such amount or amounts as
                 shall be sufficient (in the  reasonable  opinion of the Lender)
                 to  compensate  the  Lender  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 Borrower to borrow a LIBOR Rate
                 Amount on the date specified by Borrower's  written notice;  or
                 (iii) any failure by Borrower to pay a LIBOR Rate Amount on the
                 date for payment specified in Borrower's written notice.

         2.5.2   Upfront Fee. On the Closing  Date,  the Borrower  agrees to pay
the Lender a fee of $30,000 (the "Upfront  Fee").  The parties to this Agreement
acknowledge  that Borrower paid the full amount of the Upfront Fee in connection
with the closing of the Initial Loan Agreement.

         2.5.3   Payment of  Fees.  Borrower  hereby  authorizes  the  Lender to
disburse  proceeds of the Loan to pay the Loan Fees and the reasonable  fees and
expenses of the Lender's  legal  counsel  notwithstanding  that Borrower may not
have  requested  a  disbursement  of  such  amount.   Such  disbursements  shall
constitute a portion of the  outstanding  principal  balance of the Loan and the
Note and shall be deemed to be the first principal amounts repaid by Borrower in
making  principal  payments,  whether  or not  designated  as such by  Borrower.
Invoices for all expenses  charged to Borrower  pursuant hereto will be provided
to Borrower by the Lender prior to any such disbursement, and Borrower shall pay
to the Lender all amounts due pursuant to any such invoices as repayment of such
portion  of  the  outstanding  principal  balance  of  the  Loan  and  the  Note
represented by such invoices,  with all interest accrued thereon,  within twenty
(20) Business Days following Borrower's receipt thereof.

         2.5.4   Change   in   Laws.    Anything    herein   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) shall (1) subject the Lender to any tax, levy,  impost,
duty,  charge,  fee, deduction or withholding of any nature with respect to this
Agreement,  the Loans or the  payment  to the  Lender of any  amounts  due to it
hereunder,  or (2)  materially  change the basis of  taxation of payments to the
Lender of the principal or the interest on or any other  amounts  payable to the
Lender  hereunder,  or  (3)  impose  on  the  Lender  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


                                       12
<PAGE>


the  amount  of  principal,  interest  or other  amount  payable  to the  Lender
hereunder,  or (c) to require  the  Lender 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 Lender from Borrower  hereunder,
then, and in each such case not otherwise provided for hereunder, Borrower will,
upon demand made by the Lender accompanied by calculations thereof in reasonable
detail,  pay to the Lender  such  additional  amounts as will be  sufficient  to
compensate the Lender 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 the Lender.

                                   Section 3.
                              CONDITIONS TO CREDIT

         The Lender's  obligations to make any Advances hereunder are subject to
the fulfillment of each of the following conditions to the Lender's satisfaction
immediately prior to or contemporaneously with the making of any such Advances:

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

         3.1.1   All of the  documents listed on the Closing  Checklist attached
hereto as Exhibit 3.1; and

         3.1.2   Such other instruments or documents as the Lender's counsel may
reasonably request.

         3.2     REPRESENTATIONS AND WARRANTIES.  Upon execution and delivery of
this  Agreement  and  upon  each  request  by  Borrower  for  an  Advance,   the
representations and warranties contained in Section 4 of this Agreement shall be
accurate and complete (except to the extent such  representations and warranties
relate solely to an earlier  specific  date, in which case such  representations
and warranties shall have been accurate and complete as of such date).

         3.3     EVENTS  OF  DEFAULT.   Upon  execution  and  delivery  of  this
Agreement and upon each request by Borrower for an Advance,  no Default or Event
of Default hereunder shall have occurred and be continuing.

         3.4     APPROVAL OF LENDER'S  COUNSEL.  Upon  execution and delivery of
this  Agreement  and upon each  request by Borrower  for an  Advance,  all legal
matters incident to or in connection with the transactions  hereby  contemplated
shall be reasonably satisfactory to counsel for the Lender.

         3.5     PAYMENT OF FEES. At the Closing  Date and prior to  making  any
Advance hereunder, the Lender shall have received from Borrower 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 Lender in connection with the


                                       13
<PAGE>


preparation   and  execution  of  this   Agreement   and  the  Loan   Documents.
Notwithstanding  the  foregoing,  and  without  in any way  reducing  Borrower's
obligation to pay such fees,  the Lender agrees not to refuse to make an Advance
solely  because  attorneys  fees incurred by the Lender,  for which Borrower has
been invoiced within 30 days of such Advance, remain outstanding.

                                   Section 4.
                         REPRESENTATIONS AND WARRANTIES

         Borrower  represents and warrants 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; IDENTIFICATION NUMBERS.  Borrower
and its Subsidiaries  are duly organized,  validly existing and in good standing
under the laws of the state of its formation.  Borrower and its Subsidiaries are
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,  except to the extent that the failure to
do so could not reasonably be expected to have a material  adverse effect on the
business,  results of  operations  or  condition  (financial  or  otherwise)  of
Borrower and its Subsidiaries,  taken as a whole.  Borrower and its Subsidiaries
are 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,  except to the extent that
the failure to do so could not reasonably be expected to have a material adverse
effect on the  business,  results  of  operations  or  condition  (financial  or
otherwise) of Borrower and its Subsidiaries,  taken as a whole. Borrower 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.

         4.2     AUTHORITY. The execution,  delivery and performance by Borrower
of the Loan Documents and the 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
Borrower'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 it
is a party or to which any of its property is subject.

         4.3     FINANCIAL  STATEMENTS.  The  balance  sheet and  statements  of
income of Borrower, on a consolidated basis, as of December 31, 2006, audited by
the Accountants,  and the interim management  prepared  financial  statements of
Borrower,  on a consolidated  basis, as of June 30, 2007, each duly certified by
the  principal  financial  officer  of  Borrower,  as  furnished  to the  Lender
(collectively,  the "Financial Statements"), are complete and correct and fairly
present the financial position of Borrower and the results of operations for the
period  indicated.  Each of the Financial  Statements was prepared in accordance
with GAAP.

         4.4     FINANCIAL  CONDITION.  Since the date of the  latest  Financial
Statement  (a)  there has been no  materially  adverse  change in the  condition
financial or otherwise of Borrower, and its Subsidiaries,  taken as a whole, and
(b) Borrower and its Subsidiaries have not entered into, incurred or assumed any
material long-term debts, mortgages, leases or oral or


                                       14
<PAGE>


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  Lender  in   accordance   with  the  terms   hereof.
Notwithstanding the foregoing sentence,  Borrower and its Subsidiaries may enter
into, incur or assume debt,  mortgages,  leases or oral or written  commitments,
commence  significant  projects and purchase or acquire property so long as such
action is done in the  ordinary  course of business and is  consistent  with the
description of Borrower's  Business.  Borrower and its  Subsidiaries do not have
any contingent  liabilities of any substantial amount which are not reflected in
the Financial  Statements  described above,  except for liabilities  incurred by
Borrower and its Subsidiaries since the date of the Financial  Statements in the
ordinary course of its business consistent with past practices.

         4.5     ASSETS.  Borrower and its Subsidiaries have good and marketable
title to all of its  properties  and assets,  including  without  limitation  as
reflected in the balance  sheet  included in the  Financial  Statements,  except
property  and  assets  sold or  otherwise  disposed  of at  market  rates in the
ordinary  course of business and consistent  with the  description of Borrower's
Business  subsequent  to the  date  of  such  balance  sheet.  Borrower  and its
Subsidiaries  do not have any  outstanding  liens or  encumbrances on any of its
properties or assets, other than as fully described in the Financial Statements.
Borrower  and its  Subsidiaries  are not 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 the financial statements.

         4.6     LITIGATION.  There  are  no  actions,   suits,  proceedings  or
investigations pending or, to the knowledge of Borrower upon reasonable inquiry,
threatened against or affecting Borrower, 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 Borrower and its  Subsidiaries,
taken as a whole, other than those actions, suits, proceedings or investigations
set forth on Exhibit 4.6.  Borrower and its  Subsidiaries  are not 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 Financial
Statements,  Borrower  and its  Subsidiaries  are not 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 ability to fully perform all of
the Obligations.

         4.8     OTHER  AGREEMENTS.  Borrower  and its  Subsidiaries  are not 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 Borrower and its Subsidiaries, taken as a whole.

         4.9     TAXES.  Borrower  and its  Subsidiaries  have  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 have paid or
made adequate provision for the payment of all taxes which


                                       15
<PAGE>


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 Borrower to or for the benefit of
the Lender 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, or
general  principles  of equity,  affecting  the rights of  creditors  generally.
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 Borrower is comprised
exclusively of trust interests or member interests,  all of which have been duly
issued and are  outstanding and fully paid and  nonassessable.  There are (i) no
outstanding  securities or agreements  exchangeable  for or convertible  into or
carrying any rights to acquire any equity  interests  in  Borrower,  and (ii) no
outstanding commitments,  options,  warrants, calls or other agreements (whether
written or oral) binding on Borrower  which require or could require such entity
to sell, grant, transfer,  assign, mortgage,  pledge or otherwise dispose of any
equity interests of Borrower, except as set forth on Exhibit 4.11. Except as set
forth in any  Organizational  Document  provided to the Lender for Borrower,  no
equity  interests of Borrower are subject to any restrictions on transfer or any
member agreements, voting agreements, trust agreements, trust deeds, irrevocable
proxies, or any other similar agreements or interests (whether written or oral).

         4.12    SOLVENCY. Borrower has and, after giving effect to each Advance
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);  Borrower 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.

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

         4.14    ERISA.  Borrower and the ERISA  Affiliates,  and each "Employee
Pension  Benefit Plan" and each "Employee  Welfare  Benefit Plan" (as defined in
ERISA)  established,  maintained or  contributed  to (including any such plan to
which an  obligation to  contribute  exists) by Borrower or any ERISA  Affiliate
(collectively, the "Plans") is in compliance in all material respects with ERISA
and the  provisions  of the Code  applicable  to such  entity  or Plan;  neither
Borrower  nor any  ERISA  Affiliate  or 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";
neither  Borrower nor any ERISA  Affiliate or 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 each of  Borrower  and any  ERISA
Affiliate  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


                                       16
<PAGE>


and  warranty  on a Plan  termination  basis;  neither  Borrower  nor any  ERISA
Affiliate has incurred any material  liability to the Pension  Benefit  Guaranty
Corporation over and above premiums  required by law and which have been paid or
are not yet due;  neither  Borrower nor any ERISA  Affiliate has  terminated any
Plan in a manner which could result in the  imposition of a lien on the property
of such  entity;  none of the Plans are  multi-employer  plans  (as  defined  in
ERISA).  All  contributions  to all  Plans  which  were  required  to be made or
provided for as of the date of this  representation  and warranty have been made
or provided  for in  accordance  with GAAP and, in the case of Plans,  funded by
means  other than  direct  employer  contributions,  all such  funding  required
through the date of this  representation  and warranty has been made or provided
for in  accordance  with GAAP;  each of Borrower and the ERISA  Affiliates  have
performed in all material  respects all of their  respective  obligations  under
each Plan and each Plan has been  administered  in  accordance  with its  terms;
there are no claims,  complaints  or causes of action  pending or, to Borrower's
knowledge,  threatened against any Plan (other than claims filed in the ordinary
course for benefits under such Plans); and Borrower does not have any liability,
contingent or  otherwise,  under any Plan that is not disclosed on its Financial
Statements.

         4.15    ENVIRONMENTAL AND REGULATORY COMPLIANCE.

         4.15.1  As to each of the real  properties  either  owned or  leased by
Borrower  or any  of its  Subsidiaries,  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  anti-pollution,
hazardous substance,  hazardous material, oil, environmental,  health, safety or
other laws,  ordinances or regulations,  and Borrower and its Subsidiaries  have
not 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,  in the  Lender's  reasonable
judgment,  on the ability of Borrower to meet its  Obligations  under any of the
Loan Documents.  No inquiry, notice or threat to give notice by any governmental
authority  or  third  party  has  been  received  by  Borrower  or  any  of  its
Subsidiaries  with respect to the generation,  storage or disposal or release or
threat of release on, under or from any real property  either owned or leased by
Borrower  or any of its  Subsidiaries,  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 which could have a direct
or material adverse effect, in the Lender's reasonable judgment,  on the ability
of Borrower to meet its Obligations under any of the Loan Documents.

         4.16    CONTRACTS WITH AFFILIATES,  ETC. Except as disclosed in Exhibit
4.16 or in the Financial  Statements 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 Borrower as is a party
thereto  with an  unaffiliated  third  party,  neither  Borrower  nor any of its
Subsidiaries  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 Borrower and its  Subsidiaries,  taken as a whole,  or Borrower's
ability to meet its Obligations under any of the Loan Documents.


                                       17
<PAGE>


         4.17    FEDERAL  REGULATIONS.  No part of the  proceeds of any Advance,
and no other  extensions  of  credit  hereunder,  will be used for  "buying"  or
"carrying"  any "margin  stock"  within the  respective  meanings of each of the
quoted  terms  under  Regulation  U as now and from  time to time  hereafter  in
effect.  If  requested  by the  Lender,  Borrower  will  furnish to the Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U 1, as applicable, referred to in Regulation U.

         4.18    QUALIFICATION AS A REIT. Borrower qualified as a REIT under the
provisions of the Code, as  applicable  for its fiscal years ended  December 31,
1991  through  December 31,  2006,  and from  December 31, 2006 through the date
hereof. All appropriate  federal income tax returns for the fiscal years through
December  31,  2005 have been filed by Borrower  with the IRS and no  previously
filed return has been examined and reported on by the IRS. Borrower is organized
in conformity  with the  requirements  for  qualification  as a REIT pursuant to
Sections  856  through  860 of the  Code,  and  Borrower's  proposed  method  of
operation  consistent  with  Borrower's  business  and the  business  activities
contemplated  by this  Agreement  will  enable it to meet the  requirements  for
qualification and taxation as a REIT under the Code.

         4.19    ADVISORY AGREEMENT; ADVISORY SUBCONTRACT.

         4.19.1  In furtherance, and without  limiting the provisions of Section
4.8 of this  Agreement,  the  Advisory  Agreement  is in full force and  effect,
neither party thereto is in breach or default of any of its terms or provisions,
and no party has given notice to the other of the intent to terminate,  or cause
not to be renewed or extended, the Advisory Agreement. To the best of Borrower's
knowledge,  none of the  parties  to the  Advisory  Agreement  has any  basis or
intention  to  terminate  or cause not to be renewed or  extended  the terms and
provisions of the Advisory Agreement.

         4.19.2  In furtherance, and without  limiting the provisions of Section
4.8 of this  Agreement,  the Advisory  Subcontract  is in full force and effect,
neither party thereto is in breach or default of any of its terms or provisions,
and no party has given notice to the other of the intent to terminate,  or cause
not to be  renewed  or  extended,  the  Advisory  Subcontract.  To the  best  of
Borrower's  knowledge,  none of the parties to the Advisory  Subcontract has any
basis or intention to terminate or cause not to be renewed or extended the terms
and provisions of the Advisory Subcontract.

         4.20    HOLDING COMPANY AND INVESTMENT COMPANY ACTS.  Borrower is not a
"holding  company,"  or a  subsidiary  company  of a  `holding  company"  or  an
"affiliate"  of a "holding  company,"  as such  terms are  defined in the Public
Utility  Holding  Company Act of 1935; nor is it an "investment  company," or an
"affiliated company" or a "principal underwriter" of an "investment company," as
such terms are defined in the Investment Company Act of 1940.

         4.21    INVESTMENT COMPANY ACT; OTHER  REGULATIONS.  Borrower is not an
"investment  company",  or a company  "controlled"  by an "investment  company",
within the meaning of the Investment  Company Act of 1940, as amended.  Borrower
is not  subject  to  regulation  under any  Requirement  of Law that  limits its
ability to incur Indebtedness.


                                       18
<PAGE>


                                   Section 5.
                              AFFIRMATIVE COVENANTS

         Unless the Lender waives compliance in writing, Borrower agrees to, and
shall cause its  Subsidiaries to, do the following until the Lender is no longer
obligated to make any further  Advances and all Obligations  hereunder have been
repaid 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   Within  one  hundred   twenty  (120)  days  after  the  end  of
Borrower's  fiscal  year,  deliver to the Lender a complete  copy of  Borrower's
audited  financial  statements  certified as being true and correct by the chief
financial officer of Borrower. The above financial statements are to be prepared
in  accordance  with GAAP and shall  include  at least,  on a  consolidated  and
consolidating  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  Borrower's  Accountants,  which  financial  statements  shall  fairly
reflect the financial  condition and operations of such entity,  together with a
certificate of said chief financial officer,  in the form of Exhibit 5.1 hereof,
to the effect that,  in making the  examination  necessary for his report of the
financial  affairs of such  entity for such  fiscal  year,  he has  obtained  no
knowledge  of the  occurrence  of  any  condition,  event  or  act  which  would
constitute  a Default or an Event of  Default,  or, if said  officer  shall have
obtained knowledge of any such violation,  condition,  event or act, a statement
as to the nature and status thereof.

         5.1.2   Deliver to the Lender as soon as such statements are available,
but not later  than sixty  (60) days  after the end of each  quarter,  a copy of
Borrower's unaudited financial  statements,  on a consolidated and consolidating
basis,  certified by the  principal  financial  officer of each entity as having
been prepared in accordance with GAAP (subject to year end adjustments,  none of
which shall be  material  individually  or in the  aggregate),  together  with a
certificate of 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  Borrower or any other entity  proposes to take with
respect to such event.

         5.1.3   Deliver to the Lender as soon as such statements are available,
but not later than sixty (60) days prior to December 31 of each year,  a copy of
the consolidated and consolidating  budgeted  operating  statements  (including,
without limitation balance sheet,  statement of income and retained earnings and
statement of cash flows) for Borrower for the fiscal year commencing immediately
following such December 31.

         5.1.4   Deliver,  promptly  upon  receipt,  to the Lender copies of all
material notices received from any governmental authority.


                                       19
<PAGE>


         5.1.5   Deliver,   upon  the  Lender's   request  from  time  to  time,
delinquency reports with respect to any of Borrower's investments.

         5.1.6   Deliver  to the Lender  within  thirty  days of the end of each
calendar month a valuation of each so-called GNMA Certificate  owned directly or
indirectly by Borrower or any of its  Subsidiaries.  In addition,  Borrower will
notify the Lender  within five Business Days of any change in value greater than
5% of any GNMA Certificate.

         5.1.7   Deliver  to the  Lender,  simultaneously  with  each  Borrowing
Notice,  a Covenant  Compliance  Certificate in which the officer  executing and
delivering such Certificate states that he has no knowledge that a Default or an
Event of Default has occurred and is continuing.

         5.1.8   Deliver such additional  information as the Lender from time to
time may reasonably  request with respect to the business  affairs and financial
condition of Borrower.

         5.2     MAINTENANCE OF EXISTENCE; CHARACTER OF EQUITY.

         5.2.1   Remain in and continue to operate,  and cause its  Subsidiaries
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 as described in the Registration  Statement  (except that Borrower and
its  Subsidiaries  may,  upon notice to the Lender,  withdraw  from any business
activity  which its trustee(s) or manager(s)  reasonably  deem  unprofitable  or
unsound  in the  due  exercise  of  their  authority,  provided,  however,  such
withdrawal  shall not impair in any way such  entity's  ability to fully pay and
perform all of its  Obligations),  maintain and preserve,  and cause Borrower 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) as contemplated by
the terms of this  Agreement  in an orderly,  efficient  and  customary  manner.
Borrower shall not modify or amend its  Organizational  Documents  without first
giving 20 days prior written notice of a proposed change to the Lender.

         5.3     MAINTENANCE OF PROPERTIES. Restore, maintain and operate 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.

         5.4     COMPLIANCE  WITH  LAWS.   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 the  Borrower's
business or credit.

         5.5     TAXES  AND  CLAIMS.  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 all lawful claims for labor,
materials and supplies  that, if unpaid,  might become a lien or charge upon its
respective  property,  provided that Borrower and its Subsidiaries  shall not be
required to pay any such tax,  assessment,  charge, levy or claim if the amount,
applicability or


                                       20
<PAGE>


validity  thereof  is  currently  being  contested  in good  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.

         5.6     NOTICE OF DEFAULTS. Give prompt written notice to the Lender of
any  Default  or Event of  Default  or of any  default  arising  under any other
agreement or indenture entered into by Borrower or any of its  Subsidiaries,  or
of any other matter which has resulted in or is reasonably anticipated to result
in a materially adverse change in Borrower's financial condition,  operations or
prospects.

         5.7     CHANGES IN MANAGEMENT. Give prompt written notice to the Lender
of any changes in the senior management positions of Borrower or the Advisor.

         5.8     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  condition
(financial  or   otherwise),   operations  or  prospects  of  Borrower  and  its
Subsidiaries, taken as a whole.

         5.9     RECORDS.  Keep and  maintain  full and  accurate  accounts  and
records of its  operations  according  to GAAP and  permit  the Lender  (and its
designated  officers,  employees,  agents and representatives) to have access to
such  accounts,  records and operations  and to make  examinations  thereof upon
reasonable prior notice during normal business hours.

         5.10    EXECUTION OF OTHER INSTRUMENTS. Do,  execute,  acknowledge  and
deliver,  or cause to be done,  executed,  acknowledged and delivered by others,
all further acts,  covenants,  assurances or further  instruments and documents,
promptly after the Lender reasonably requests,  in order to carry out the intent
and purpose of this Agreement and the other Loan  Documents.  Borrower shall pay
all fees and expenses (including without limitation  reasonable  attorneys' fees
and costs) in connection with the foregoing.

         5.11    MAINTENANCE OF REIT STATUS. Engage in such business activities,
and shall  refrain  from  engaging in such  activities,  so as to have  Borrower
continue to meet the requirements for qualification and taxation as a REIT under
the Code.

         5.12    CONTINUATION OF ADVISORY AGREEMENT  AND  ADVISORY  SUBCONTRACT.
Borrower  shall  notify the Lender at least 90 days prior to any of the terms or
conditions of the Advisory Agreement or the Advisory Subcontract no longer being
in full force and effect or otherwise being terminated or amended for any reason
or for no  reason.  Borrower  shall  notify the Lender at least 90 days prior to
either  the  Advisor  or  Centerline  Affordable  no longer  being  bound by the
Advisory Agreement or the Advisory Subcontract,  including,  without limitation,
because  of either  the  Advisor's  or  Centerline  Affordable's  assignment  or
delegation  of their  respective  obligations  or duties  thereunder;  provided,
however,  that  the  transfer  of all  of the  equity  interests  in  Centerline
Affordable to an Affiliate of  Centerline  Affordable or to a Person whose chief
executive  with  senior-most  responsibility  for the business and operations of
such Person is an Affiliate of Centerline  Affordable,  shall not  constitute an
assignment  or  delegation  of  Centerline  Affordable's  obligations  or duties
thereunder.  In the event that  either  the  Advisor  or  Centerline  Affordable
provides  notice of its  intention  to terminate  the Advisory


                                       21
<PAGE>


Agreement or the Advisory Subcontract, regardless of whether such termination is
in  accordance  with  the  terms  of the  Advisory  Agreement  or  the  Advisory
Subcontract,  or fails to renew or extend the Advisory Agreement or the Advisory
Subcontract  for any  reason or for no  reason,  Borrower  shall  provide to the
Lender written notice at least 90 days prior to the effectiveness of such notice
from the  Advisor  or from  Centerline  Affordable  or such  failure to renew or
extend.  During the 90 day period following any such notice from, or failure by,
Borrower pursuant to this Section 5.12,  Borrower shall execute and deliver with
one or more Persons reasonably  acceptable to the Lender an agreement to provide
those services  following the end of such 90 day period  provided by the Advisor
and Centerline  Affordable  pursuant to the Advisory  Agreement and the Advisory
Subcontract.

         5.13    INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

         5.13.1  Borrower  and its  Subsidiaries  shall  keep  proper  books  of
records and account in which full,  true and correct  entries in conformity with
GAAP and all  requirements of law shall be made of all dealings and transactions
in relation to its business and activities.

         5.13.2  Borrower  shall permit the Lender to examine and make abstracts
from any of its books and records,  at any  reasonable  time and as often as may
reasonably be desired and to discuss the business,  operations,  properties  and
financial and other condition of Borrower and its Subsidiaries, taken as a whole
with its representatives and with its independent certified public accountants.

         5.13.3  Borrower  shall permit the Lender to conduct audits of Borrower
(but not more than once during each  semi-annual  period  unless a Default or an
Event of Default has  occurred  and is  continuing).  Borrower  shall bear,  and
reimburse  the Lender for,  the  commercially  reasonable  expenses of each such
audit.

                                   Section 6.
                               NEGATIVE COVENANTS

         Borrower  covenants  and  agrees  that  until  the  Lender is no longer
obligated to make any further  Advances on account of the Line of Credit and the
Obligations  have been repaid and performed in full,  Borrower will not and will
cause its Subsidiaries to not:

         6.1     ENCUMBRANCES AND  LIENS. Create, execute,  assume  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;


                                       22
<PAGE>


         6.1.2   Liens or encumbrances  granted with respect to its real estate,
partnership  interests or other assets, now owned or hereafter acquired,  solely
to the extent that such lien or encumbrance secures Indebtedness permitted under
the terms of this Agreement;

         6.1.3   Liens or encumbrances  related to carriers',  warehouse  men's,
mechanics',  materialmen's,  repairman's,  or other  like  liens  arising in the
ordinary  course of  business  which are not  overdue  for a period of more than
thirty  days or which  are being  contested  in good  faith  and by  appropriate
proceedings  diligently  conducted,  provided that such entities  shall have set
aside on their books and shall maintain  adequate  reserves for their payment in
conformity with GAAP;

         6.1.4   Liens or encumbrances arising solely by virtue of any statutory
or common law provision relating to banker's liens, rights of set-off or similar
rights and  remedies as to deposit  accounts or other  funds  maintained  with a
creditor depository institution; and

         6.1.5   Liens  or  encumbrances  that  are  easements,   rights-of-way,
restrictions and other similar  encumbrances  affecting the real property which,
in the aggregate,  are not  substantial in amount,  and which do not in any case
materially and adversely  detract from the value of the property subject thereto
or  materially  interfere  with the  ordinary  conduct  of the  business  of the
applicable Person.

         6.1.6   Liens  or  encumbrances  that  are  easements,   rights-of-way,
restrictions and other similar  encumbrances  affecting the real property which,
in the aggregate,  are not  substantial in amount,  and which do not in any case
materially and adversely  detract from the value of the property subject thereto
or  materially  interfere  with the  ordinary  conduct  of the  business  of the
applicable Person.

         6.1.7   All liens or encumbrances  set forth on  Exhibit  6.1  attached
hereto.

         6.2     INDEBTEDNESS.

         6.2.1   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:  (A) the Obligations;  (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,  on Exhibit 6.2 attached hereto, and
any refinancings,  refundings,  renewals,  restatement,  or extensions  thereof,
provided that the principal amount of such  Indebtedness is not increased at the
time of such refinancing,  refunding,  renewal,  restatement or extension except
for an amount  equal to a  reasonable  premium for  accrued and unpaid  interest
thereon and the fees and expenses  incurred in connection with such refinancing,
refunding,  renewal,  restatement  or  extension,  and by an amount equal to any
existing commitments  unutilized  thereunder;  (C) Indebtedness for the purchase
price of capital assets  incurred in the ordinary course of business (other than
real estate),  subject,  however,  to the limitation 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;  (D) Indebtedness  permitted under Section 6.4
hereof; (E) Indebtedness for taxes,  assessments or governmental  charges to the
extent  that  payment  thereof  shall at the time not be  required to be made in
accordance  with  Section  5.5 hereof;  (F)  Indebtedness  represented  by trust
preferred securities


                                       23
<PAGE>


issued by the Borrower or any of its Subsidiaries or represented by the issuance
of collateralized debt obligation securities of a Subsidiary of the Borrower; or
(G)  Indebtedness  on open  account  for the  cost of  services,  materials  and
supplies  incurred  by  Borrower 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 such debtor, 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 such debtor,
respectively.

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

         6.4     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)
Subsidiaries  of the  Borrower  may make  loans  to the  Borrower  or any  other
Subsidiary of the Borrower;  and (b) the Borrower and its  Subsidiaries may make
investments (i) 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 Dunn &  Bradstreet,  and (ii) in the
ordinary  course  of  Borrower's  Business  substantially  consistent  with past
practices.

         6.5     ACQUISITIONS.  Except  in the  ordinary  course  of  Borrower's
Business  substantially  consistent  with past practices,  purchase,  acquire or
incur any liability for the purchase or  acquisition of any or all of the assets
or business (including stock, partnership, membership or other equity interests)
of any Person.

         6.6     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,  (b) in the ordinary course of Borrower's  Business
substantially consistent with past practices.

         6.7     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 Affiliates,  whether in cash,  property
or  securities,  except  that so long as there  does not then exist a Default or
Event of Default  (with and without  taking into  account the making of any such
distribution),  Borrower may make  distributions to its equity holders as it may
elect from time to time.

         6.8     LIMITATIONS  ON LEASING.  Lease or become liable as lessee upon
any lease of real or personal  property,  other than leases of office  space and
equipment  at market  rates  entered  into in the  ordinary  course of  business
consistent with past practices.

         6.9     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


                                       24
<PAGE>


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  entity  where  such  event of  default  would have a material
adverse  effect  on the  business  or  condition  (financial  or  otherwise)  of
Borrower.

         6.10    PURCHASE  OF  MARGIN  STOCK.   In   furtherance,   and  not  in
limitation,  of Section 5.2 hereof, 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.

         6.11    AMENDMENT TO CERTAIN DOCUMENTS.  Except with the prior  written
consent of the Lender:

         6.11.1  amend  or  agree  with  any  party  to vary  the  terms  of any
Organizational  Documents of any of Borrower in a manner which may be materially
adverse to the Lender; or

                 Subject to the terms of Section 5.12 hereof,  amend or vary the
terms of either the Advisory Agreement or Advisory Subcontract in a manner which
may be materially adverse to the Lender. Borrower hereby acknowledges and agrees
that, unless a Person reasonably  acceptable to the Lender is engaged to perform
such  services in accordance  with the terms of Section 5.12 hereof,  Centerline
Affordable's no longer serving as its advisor in substantially the same capacity
in which  Centerline  Affordable  serves as its  advisor  as of the date of this
Agreement  shall  constitute  circumstances  which  are,  for  purposes  of this
Agreement, materially adverse to the Lender.

         6.12    TRANSACTIONS  WITH  AFFILIATES.  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 such
transacting  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

         6.13    ERISA COMPLIANCE. Permit,  suffer  or  cause  any  Plan  or any
fiduciary or any party-in-interest (as such terms are defined in ERISA) 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,  (D)  terminate  any Plan in a manner  which
could result in the imposition of a lien on any property of an such entity,  and
(E) fail to  administer  the Plan in  accordance  with its terms,  ERISA and the
Code. Each Plan shall comply in all material respects with ERISA. In furtherance
of the foregoing,  with respect to any Plan,  Borrower shall, or shall cause its
Affiliates to, furnish to the Lender  promptly (T) Written notice of the failure
to make any  contribution,  premium  payment or other  payment  relating  to the
funding of any Plan when due,  (U)  written  notice of the actual or  threatened
insertion  of any claim,  complaint  or cause of action  against any Plan (other
than a claim for benefits  under such Plan filed in the ordinary  course of such
Plan's  administration)  or any  fiduciary  thereof,  (V) written  notice of the
occurrence of a Reportable  Event (as defined in ERISA and the Code), (W) a copy
of any request


                                       25
<PAGE>


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  Borrower or any of its  Affiliates  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 Lender'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 U.S.  Department  of Labor.  Any notice to be  provided to the Lender
under this Section shall include a certificate of the chief financial officer of
Borrower  setting forth details as to such  occurrence  and the action,  if any,
which such entity and/or the Affiliate is required or proposes to take, together
with any notices  required or proposed to be filed with or by such entity and/or
any Affiliate, the Pension Benefit Guaranty Corporation, the IRS, the trustee or
the Plan administrator with respect thereto.  Promptly after the adoption of any
Plan subject to ERISA,  the entity adopting such Plan shall notify the Lender of
such  adoption  and of the  vesting and funding  schedules  and other  principal
provisions thereof.

         6.14    REAL ESTATE ACTIVITIES.

         6.14.1  Engage in the development or acquisition of real estate (except
solely  to  the  extent  permitted  under  Subchapter  M of  the  Code  and  all
regulations thereunder); or

         6.14.2  Undertake or participate in,  directly or indirectly,  any real
estate   development   project  or  asset  of  any  kind  whatsoever  except  as
specifically  contemplated  by  this  Agreement  or in the  ordinary  course  of
Borrower's Business consistent with past practices.

         6.15    DEFAULT  UNDER  ADVISORY  AGREEMENT  OR  ADVISORY  SUBCONTRACT.
Commit or do, or fail to commit or do, any act or thing which  action or failure
to act would constitute a breach or default under any of the terms or provisions
of either the Advisory Agreement or Advisory Subcontract.

                                   Section 7.
                               FINANCIAL COVENANTS

         7.1     MINIMUM  ADJUSTED  NET  WORTH.  Borrower  shall  at  all  times
maintain,  and shall have maintained,  on a consolidated  basis, an Adjusted Net
Worth of not less than SEVENTY-FIVE MILLION AND 00/100 DOLLARS ($75,000,000.00),
as determined at the end of each calendar  quarter,  adjusted at the end of each
calendar  quarter by seventy-five  percent (75%) of any Net Equity raised during
each such calendar quarter.

         7.2     LIQUIDITY.  Borrower,  on a  consolidated  basis,  shall at all
times  maintain  Liquidity  of not less  than TEN  MILLION  AND  00/100  DOLLARS
($10,000,000.00), as determined at the end of each calendar quarter.

         7.3     DEBT SERVICE  COVERAGE.  Borrower shall at all times  maintain,
and shall have maintained,  a Debt Service Coverage, as determined at the end of
each quarter, of not less than 1.25X.

         7.4     RECOURSE DEBT TO ADJUSTED NET WORTH.  Borrower shall maintain a
quarterly  Recourse  Debt to  Adjusted  Net Worth  that is equal to or less than
6.25X.


                                       26
<PAGE>


         7.5     MINIMUM  ADJUSTED AFFO.  Borrower shall at all times  maintain,
and shall have maintained,  quarterly Adjusted AFFO of at least ONE MILLION FIVE
HUNDERED THOUSAND AND 00/100 DOLLARS  ($1,500,000),  as determined at the end of
each calendar quarter.

                                   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   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 Borrower 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 Borrower in connection with this Loan is false or misleading in any
material respect at the time made; or

         8.1.3   Borrower fails to pay,  perform or otherwise  observe any other
covenant, term, provision,  condition,  agreement or obligation of, or otherwise
defaults under, this Agreement, or any other Loan Document; or

         8.1.4   Borrower  or any  of its  Subsidiaries  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

         8.1.5   A trustee,  liquidator,  assignee,  custodian,  sequestrator or
receiver  (or  similar  official)  is  appointed  for  Borrower  or  any  of its
Subsidiaries  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

         8.1.6   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 Borrower or any
of  its  Subsidiaries  and  such  is  not  dismissed  within  thirty  (30)  days
thereafter; or

         8.1.7   Any money judgment,  writ or warrant of attachment,  or similar
process,  in excess of $1,000,000.00 is entered or filed against Borrower or any
of its  Subsidiaries,  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 (i)
currently  contested by such party in good faith and by proper  proceedings  and
(ii) 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


                                       27
<PAGE>


         8.1.8   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 Borrower or any of its  Subsidiaries  and, if
instituted against Borrower or any of its Subsidiaries,  is not dismissed within
thirty (30) days after such  institution  or such 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

         8.1.9   This Agreement or any other 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 other  agreement,  such
guarantee or any other Loan Document; or

         8.1.10  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  Borrower  or any of its  Subsidiaries  in  excess  of
$1,500,000.00; or

         8.1.11  Any  security  issued by  Borrower  and  listed  on a  national
securities  exchange or quoted on an  automated  quotation  system of a national
securities  association  is delisted from such national  securities  exchange or
ceases to be quoted on such automated quotation system, as applicable; or

         8.1.12  The assignment by the Advisor or Centerline Affordable,  by act
or omission,  or by operation of law, of all or any portion of their  respective
rights,  benefits  and  entitlements,   including,   without  limitation,  their
respective  economic  interests,  under the  Advisory  Agreement or the Advisory
Subcontract  (except if and to the extent (i) arising out of the transfer of all
of the equity  interests in Centerline  Affordable to an Affiliate of Centerline
Affordable or to a Person whose chief executive with senior-most  responsibility
for the business  and  operations  of such Person is an Affiliate of  Centerline
Affordable,  or (ii) in accordance  with the terms of Section 5.12  hereof);  or
either the Advisor or  Centerline  Affordable  gives notice of its  intention to
terminate  the Advisory  Agreement or the  Advisory  Subcontract,  or either the
Advisor or Centerline  Affordable  fails to renew the Advisory  Agreement or the
Advisory Subcontract (except in accordance with the terms of Section 5.12 hereof

         And any such Event of Default (except for an Event of Default described
in Sections 8.1.1, 8.1.2, 8.1.4 through 8.1.10 (inclusive) and 8.1.12, for which
there shall be no grace period  except as  specifically  provided  therein,  and
except for any other  Event of Default  that is not  capable of being cured (for
example,  without  limitation,  an Event of Default arising out of a breach of a
financial  covenant set forth in Section 7 hereof)) shall continue for more than
fifteen  (15) days after the Lender shall have first  notified  Borrower of such
Event of Default  (or for more than sixty (60) days after the Lender  shall have
first notified 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 Borrower shall
have  commenced and is  diligently  pursuing (in the sole  determination  of the
Lender) 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 Lender in
accordance  with the terms of Section 9.3 hereof) at the


                                       28
<PAGE>


option of the Lender's unrestricted discretion the Lender may terminate the Line
of  Credit  and  each  commitment  to make any  Advances  to  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 Lender may
immediately,  and without any expiration of any period of grace, enforce any and
all of the Lender's rights or remedies provided by this Agreement, any Note, any
Loan Document or any other rights or remedies afforded by law.

                                   Section 9.
                            MISCELLANEOUS PROVISIONS

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

         9.2     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:

         Borrower:   American Mortgage Acceptance Company
                     625 Madison Avenue
                     New York, NY 10022
                     Attention:James L. Duggins, Chief Executive Officer
                     Telephone:(972) 868-5323
                     Facsimile:(212) 593-5769


         Lender:     Centerline Holding Company
                     625 Madison Avenue
                     New York, NY 10022
                     Attention:Marc D. Schnitzer, Chief Executive Officer and
                     President
                     Telephone:(212) 317-5700
                     Facsimile:(212) 751-3550


                                       29
<PAGE>


         The addresses for service of notice on any party may be changed by that
party by  serving a notice  upon the  others 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.

         9.3     AMENDMENTS, WAIVERS, ETC.

         The Lender may exercise its rights and remedies  under this  Agreement,
the Note and the Loan Documents  without  resorting or regard to other interests
or sources of  reimbursement.  The Lender shall not be deemed to have waived any
of such  rights or  remedies  unless such waiver be in writing and signed by the
Lender. No delay or omission on the part of the Lender 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.

         9.4     INDEMNIFICATION.  To  the  fullest  extent  permitted  by  law,
Borrower agrees to protect,  indemnify, defend and hold harmless the Lender, its
trustees,  officers,  agents, employees and representatives 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 Lender, or its trustees,  officers,  agents,  employees or  representatives,
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, the Lender,  its trustees,  officers,  agents and employees and
representatives.  Upon receiving knowledge of any suit, claim or demand asserted
by a third  party that the Lender  believes is covered by this  indemnity,  such
indemnified party shall give Borrower notice of the matter and an opportunity to
defend it, at Borrower'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 Borrower shall pay
to such indemnified  party the reasonable  attorneys' fees and costs incurred by
such  indemnified  party.  This obligation on the part of Borrower shall survive
the  closing of the Loan the  repayment  of all  obligations  hereunder  and the
termination or expiration of this Agreement.

         9.5     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).

         9.6     EXPENSES. Borrower shall pay on demand all reasonable costs and
expenses,  including, without limitation,  reasonable attorneys' fees and costs,
incurred (A) by the Lender in connection with the preparation of this Agreement,
(B) by the Lender in connection with the  administration of this Agreement,  and
(C) by the Lender in  connection  with the  enforcement  and  protection  of its
rights  under this  Agreement,  including  the  protection  of the rights of the
Lender in any bankruptcy, reorganization,  liquidation or insolvency proceeding,
whether or not litigation is commenced.


                                       30
<PAGE>


         9.7     ASSIGNABILITY.

         9.7.1   This Agreement  shall  bind  and its  benefits  shall  inure to
Borrower,  the Lender, and their respective successors and permitted assigns, as
the case may be.

         9.7.2   Borrower may not assign (voluntarily or by force of law) all or
any portion of its interests,  rights and obligations under this Agreement,  the
Note or any of the Loan  Documents,  without  the prior  written  consent of the
Lender,  which  consent may be withheld in the  Lender's  sole and  unrestricted
discretion.

         9.7.3   The  Lender may  assign  all or any  portion of its  interests,
rights and  obligations  under this  Agreement,  the Note and the Loan Documents
(for   purposes  of  this  Section  9.7  only,   collectively,   the   "Assigned
Commitment");  provided, however, that if there does not then exist a Default or
Event of Default, the prior written consent of Borrower shall be required to any
such proposed assignment; provided further, however, that such consent shall not
be unreasonably withheld, conditioned or delayed.

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

         9.9     ENTIRE  AGREEMENT.  This  Agreement and the Loan  Documents and
other materials  furnished to the Lender by and on behalf of Borrower constitute
the entire agreement and understanding of the Lender and Borrower and supersedes
any and all prior  agreements and  understandings,  both written and oral, among
the  parties  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.

         9.10    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.

         9.11    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.

         9.12    NO PARTNERSHIP OR JOINT VENTURE.  The Lender and Borrower agree
that the Lender is not a partner or joint venturer with Borrower,  in any manner
whatsoever.

         9.13    REPLACEMENT  DOCUMENTS.  Upon receipt of an affidavit  from the
Lender (containing standard indemnification provisions or representations) as to
the  loss,  theft,  destruction  or  mutilation  of any Loan  Document  or Note,
Borrower  shall issue or execute and deliver to the Lender in lieu  thereof,  an
identical replacement therefore.

         9.14    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.


                                       31
<PAGE>


         9.15    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 Lender 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 Lender to Borrower under
then  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;  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.

         9.16    WAIVER OF JURY TRIAL.  BORROWER  SHALL NOT SEEK A JURY TRIAL IN
ANY LAWSUIT,  PROCEEDING,  COUNTERCLAIM OR ANY OTHER LITIGATION ACTION INVOLVING
THE LENDER (OR ANY OFFICER,  TRUSTEE,  EMPLOYEE OR AGENT  THEREOF) BASED UPON OR
ARISING  OUT OF  THIS  AGREEMENT  OR ANY OF THE  OTHER  LOAN  DOCUMENTS,  OR THE
DEALINGS OR THE RELATIONSHIP  BETWEEN OR AMONG SUCH PERSONS OR ENTITIES,  OR ANY
OF THEM.  BORROWER WILL NOT SEEK TO CONSOLIDATE ANY 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 STATE OF
NEW YORK  SITTING  IN NEW YORK CITY (OR THE  FEDERAL  COURTS  LOCATED  THEREIN).
NOTWITHSTANDING THE FOREGOING FORUM DESIGNATION, BORROWER AGREES THAT THE LENDER
SHALL HAVE THE RIGHT TO PROCEED AGAINST BORROWER OR ITS RESPECTIVE PROPERTY IN A
COURT IN ANY LOCATION TO ENABLE THE LENDER TO (1) OBTAIN  PERSONAL  JURISDICTION
OVER ANY OF THEM OR (2) IN ORDER TO  ENFORCE A  JUDGMENT  OR OTHER  COURT  ORDER
ENTERED IN FAVOR OF THE LENDER.  BORROWER FURTHER AGREES THAT IT WILL NOT ASSERT
ANY PERMISSIVE  COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE LENDER TO REALIZE
ON ANY  SECURITY  FOR THE  OBLIGATIONS  OR TO ENFORCE A JUDGMENT  OR OTHER COURT
ORDER IN FAVOR OF THE LENDER.  BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO
THE LOCATION OF THE COURT IN WHICH THE LENDER HAS COMMENCED ANY PROCEEDING.  THE
PROVISIONS  OF THIS SECTION  9.16 HAVE BEEN FULLY  DISCUSSED BY BORROWER AND THE
LENDER,  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 9.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

                        (SIGNATURES APPEAR ON NEXT PAGE)


                                       32
<PAGE>


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

                                 BORROWER:

                                 AMERICAN MORTGAGE ACCEPTANCE
                                 COMPANY

                                 By:    /s/ James L. Duggins
                                     -------------------------------------------
                                 Name:  James L. Duggins
                                 Title: Chief Executive Officer



                                 LENDER:

                                 CENTERLINE HOLDING COMPANY

                                 By:    /s/ Marc. D. Schnitzer
                                     -------------------------------------------
                                 Name:  Marc. D. Schnitzer
                                 Title: Chief Executive Officer and President


                                       33