Exhibit 10(ag)






                    AMENDED AND RESTATED MORTGAGE WAREHOUSING

                          CREDIT AND SECURITY AGREEMENT

                           Dated as of March 18, 2005

                                      Among

                    CHARTERMAC MORTGAGE CAPITAL CORPORATION,
                                    BORROWER



                               FLEET NATIONAL BANK
                                      AGENT



                                       and



                   THE LENDERS NAMED HEREIN FROM TIME TO TIME
                (INCLUDING FLEET NATIONAL BANK IN SUCH CAPACITY)
                                     LENDERS

                               Up to $100,000,000


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                                TABLE OF CONTENTS
                                -----------------
                                                                                             PAGE
                                                                                             ----
<S>      <C>                                                                                  <C>
1        BACKGROUND.                                                                           1

         1.1      DEFINED TERMS................................................................1
         1.2      CONTINUATION OF FACILITY.....................................................1
         1.3      GUARANTOR....................................................................1
         1.4      GENERAL......................................................................1
         1.5      ACCOUNTING PRINCIPLES........................................................1

2        LOAN PROVISIONS.                                                                      2

         2.1      THE FACILITY.................................................................2
         2.2      TERM OF LOAN.................................................................3
         2.3      WAREHOUSING ADVANCES.........................................................3
         2.4      INTEREST RATE AND PAYMENT TERMS..............................................3
         2.5      LOAN FEES....................................................................7
         2.6      ACCELERATION.................................................................7

3        SECURITY FOR THE FACILITY.                                                            7

         3.1      GRANT OF SECURITY INTEREST...................................................7
         3.2      AUTHENTICATED RECORD.........................................................9
         3.3      RELEASE OF SECURITY INTEREST IN PLEDGED ASSETS...............................9
         3.4      COLLECTION AND SERVICING RIGHTS.............................................10
         3.5      RETURN OF COLLATERAL AT END OF WAREHOUSING COMMITMENT.......................10
         3.6      DELIVERY OF COLLATERAL DOCUMENTS............................................10
         3.7      LOAN DOCUMENTS AND SECURITY DOCUMENTS.......................................10

4        CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES                                   11

5        CONDITIONS PRECEDENT.                                                                11

         5.1      ESTABLISHMENT OF FACILITY AND FUNDING INITIAL WAREHOUSING ADVANCE...........11
         5.2      WAREHOUSING ADVANCES........................................................13

6        WARRANTIES AND REPRESENTATIONS                                                       14

         6.1      FINANCIAL INFORMATION.......................................................14
         6.2      NO VIOLATIONS...............................................................14
         6.3      NO LITIGATION...............................................................14
         6.4      FRANCHISES, PATENTS, COPYRIGHTS, ETC........................................14
         6.5      GOOD TITLE AND NO LIENS.....................................................14
         6.6      USE OF PROCEEDS.............................................................14
         6.7      ORGANIZATION................................................................14
         6.8      VALID AND BINDING...........................................................15
         6.9      DEFERRED COMPENSATION AND ERISA.............................................15
         6.10     NO MATERIALLY ADVERSE CONTRACTS, ETC........................................16
         6.11     COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC................................16
         6.12     TAX STATUS..................................................................16
         6.13     HOLDING COMPANY AND INVESTMENT COMPANY ACTS.................................16
         6.14     CERTAIN TRANSACTIONS........................................................16
         6.15     REGULATIONS U AND X.........................................................16

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<S>      <C>      <C>                                                                         <C>
         6.16     LOAN DOCUMENTS..............................................................16
         6.17     NO MATERIAL CHANGE: NO DEFAULT..............................................16
         6.18     NO BROKER OR FINDER.........................................................17
         6.19     BACKGROUND INFORMATION AND CERTIFICATES.....................................17
         6.20     SERVICING...................................................................17
         6.21     ASSUMED NAMES...............................................................17

7        COVENANTS                                                                            17

         7.1      PUNCTUAL PAYMENT............................................................17
         7.2      MAINTENANCE OF OFFICE.......................................................17
         7.3      RECORDS AND ACCOUNTS........................................................17
         7.4      NOTICES.....................................................................17
         7.5      FINANCIAL STATEMENTS AND REPORTS............................................18
         7.6      EXISTENCE; CONDUCT OF BUSINESS..............................................19
         7.7      INSURANCE...................................................................20
         7.8      TAXES AND TRADE DEBT........................................................20
         7.9      COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS......................20
         7.10     BANK ACCOUNTS...............................................................20
         7.11     CLOSING INSTRUCTIONS........................................................20
         7.12     OTHER LOAN OBLIGATIONS......................................................21
         7.13     FURTHER ASSURANCES..........................................................21
         7.14     RESTRICTIONS ON LIENS, TRANSFERS AND ADDITIONAL DEBT........................21
         7.15     DISTRIBUTIONS...............................................................23
         7.16     RESTRICTIONS ON INVESTMENTS.................................................23
         7.17     INDEMNIFICATION AGAINST PAYMENT OF BROKERS' FEES............................23
         7.18     MERGER, CONSOLIDATION.......................................................23
         7.19     SUBSIDIARIES................................................................24
         7.20     LOANS AND ADVANCES..........................................................24
         7.21     FISCAL YEAR.................................................................24
         7.22     CHARGING ACCOUNTS...........................................................24
         7.23     PLACE FOR RECORDS; INSPECTION...............................................24
         7.24     COSTS AND EXPENSES..........................................................25
         7.25     INDEMNIFICATION.............................................................25
         7.26     FINANCIAL COVENANTS.........................................................26
         7.27     REPLACEMENT DOCUMENTATION...................................................26
         7.28     ADDITIONAL FACILITIES CO-TERMINOUS AND CROSS DEFAULTED......................26
         7.29     PLEDGE OF SERVICING CONTRACTS...............................................27
         7.30     RECOURSE SERVICING CONTRACTS................................................27
         7.31     GESTATION AGREEMENTS........................................................27
         7.32     NO SUBSIDIARIES.............................................................27

8        SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING COLLATERAL              27

         8.1      SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING ELIGIBILITY AS
                  SELLER/SERVICER OF MORTGAGE LOANS...........................................27
         8.2      SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING WAREHOUSING COLLATERAL....27
         8.3      SPECIAL AFFIRMATIVE COVENANTS CONCERNING WAREHOUSING COLLATERAL.............29
         8.4      SPECIAL NEGATIVE COVENANTS CONCERNING WAREHOUSING COLLATERAL................30
         8.5      SPECIAL REPRESENTATION AND WARRANTY CONCERNING FANNIE MAE DUS PROGRAM
                  RESERVE REQUIREMENTS........................................................30
         8.6      SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING FHA PROJECT MORTGAGE
                  LOANS.......................................................................30
         8.7      SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING SERVICING COLLATERAL......31

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<S>      <C>                                                                                  <C>
9        EVENTS OF DEFAULT                                                                    31

         9.1      DEFAULT AND EVENTS OF DEFAULT...............................................31
         9.2      WRITTEN WAIVERS.............................................................33
         9.3      REMEDIES....................................................................33

10       SECURITY INTEREST AND SET-OFF.                                                       35

         10.1     SECURITY INTEREST...........................................................36
         10.2     SET-OFF.....................................................................36
         10.3     RIGHT TO FREEZE.............................................................36
         10.4     ADDITIONAL RIGHTS...........................................................36

11       THE AGENT AND THE LENDERS                                                            36

         11.1     RIGHTS, DUTIES AND IMMUNITIES OF THE AGENT..................................36
         11.2     RESPECTING LOANS AND PAYMENTS...............................................39
         11.3     ASSIGNMENT AND PARTICIPATION................................................42
         11.4     ADMINISTRATIVE MATTERS......................................................44

12       GENERAL PROVISIONS.                                                                  45

         12.1     NOTICES.....................................................................45
         12.2     PAYMENTS TO BE CHARGED AS AN ADVANCE........................................46
         12.3     PARTIES BOUND; INTEGRATION..................................................46
         12.4     WAIVERS, EXTENSIONS AND RELEASES............................................47
         12.5     GOVERNING LAW; CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.........47
         12.6     CONSENT TO JURISDICTION.....................................................47
         12.7     JURY TRIAL WAIVER...........................................................47
         12.8     SURVIVAL....................................................................47
         12.9     CUMULATIVE RIGHTS...........................................................48
         12.10    CLAIMS AGAINST AGENT OR LENDERS.............................................48
         12.11    OBLIGATIONS ABSOLUTE........................................................48
         12.12    COUNTERPARTS................................................................48
         12.13    TIME OF THE ESSENCE.........................................................48
         12.14    NO ORAL CHANGE..............................................................49
         12.15    MONTHLY STATEMENTS..........................................................49

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                             EXHIBITS AND SCHEDULES:
                             ----------------------
                                                                                      SECTION REFERENCE
                                                                                      -----------------
                                                                                                 NUMBER
                                                                                                 ------
<S>                      <C>                                                                     <C>
Exhibit A           -    Definitions                                                                1.1
Exhibit B           -    Procedures and Documentation for Warehousing Advances                    2.3.2
Exhibit C           -    Form of Request for Warehousing Advances                                 2.3.2
Exhibit D           -    Eligible Loans and Other Assets                                          2.1.3
Exhibit E           -    Form of Assignment and Acceptance Agreement                             11.3.1
Exhibit F           -    Form of Lenders' Notes
Exhibit G           -    Form of Compliance Certificate
Exhibit H           -    Commitment Increase Supplement
Schedule 1          -    Lenders and Commitments
Schedule 4          -    Authorized Representatives                                                   4
Schedule 6.3        -    Litigation
Schedule 6.7.1      -    Ownership, Subsidiaries and Taxpayer Identification Numbers
Schedule 6.14       -    Certain Transactions
Schedule 6.20       -    Servicing Portfolio
Schedule 6.21       -    Assumed Names
Schedule 7.7        -    Insurance
Schedule 7.12       -    Indebtedness of Borrower and its Subsidiaries
Schedule 7.14.1     -    Other Indebtedness
Schedule 7.14.2     -    Other Liens

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                   AMENDED AND RESTATED MORTGAGE WAREHOUSING
                   -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------

     THIS  AMENDED  AND  RESTATED  MORTGAGE   WAREHOUSING  CREDIT  AND  SECURITY
AGREEMENT  is made and  entered  into as of the 18th day of March,  2005,  among
CHARTERMAC   MORTGAGE   CAPITAL   CORPORATION,   a  Delaware   corporation  (the
"Borrower"),  FLEET  NATIONAL  BANK as a Lender (as defined in EXHIBIT A) and as
agent (in such capacity, the "Agent") for itself and the other Lenders, and such
Lenders.

     FOR GOOD AND VALUABLE  CONSIDERATION,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.   BACKGROUND.
     ----------

     1.1 DEFINED TERMS.  Capitalized  terms used in this Agreement which are not
otherwise  defined  herein are defined  either in EXHIBIT A, or in another  Loan
Document, as provided in EXHIBIT A.

     1.2  CONTINUATION  OF  FACILITY.  At the  Borrower's  request,  the Lenders
previously   established  this  secured  mortgage   warehousing   facility  (the
"Facility")  pursuant to that certain Mortgage  Warehousing  Credit and Security
Agreement,  dated as of  December  24,  2001  (the  "Original  Agreement"),  the
proceeds  of the  Warehousing  Advances  made under  which have been used by the
Borrower to fund  Eligible  Loans.  The  Borrower  has also  requested  that the
Lenders  continue  to make  available  the  Facility,  and in  response  to such
request, the Lenders are willing to amend and restate the Original Agreement and
to renew the Facility upon the terms and conditions  set forth herein,  it being
the  intention  of  the  parties  that  such  amendment  and  restatement  shall
constitute a continuation,  rather than a novation, of the obligations under the
Original Agreement.

     1.3 GUARANTOR. Each Guarantor shall guaranty the Obligations subject to the
terms and conditions of their respective Guaranties.

     1.4  GENERAL.  Unless  otherwise  specified  in  the  Loan  Documents:  (i)
references in a Loan Document to "Sections,"  "Exhibits," and "Schedules" are to
sections,  exhibits, and schedules in and to such Loan Document, (ii) references
in a Loan Document to any document,  instrument,  or agreement (a) shall include
all exhibits,  schedules,  and other attachments  thereto, (b) shall include all
documents,  instruments,  or  agreements  issued or executed in  replacement  or
restatement  thereof,  to the extent permitted  hereby,  and (c) shall mean such
document,  instrument,  or agreement,  or replacement or predecessor thereto, as
amended, supplemented,  restated, or otherwise modified from time to time to the
extent permitted hereby and in effect at any given time, (iii) wherever from the
context it appears  appropriate,  each term  stated in either  the  singular  or
plural  shall  include the  singular  and  plural,  and  pronouns  stated in the
masculine, feminine, or neuter gender shall include the masculine, the feminine,
and the neuter, (iv) unless explicitly set forth to the contrary, a reference to
a  "Subsidiary"  means a  Subsidiary  of the  Borrower or a  Subsidiary  of such
Subsidiary,  and a reference to an "Affiliate" means a reference to an Affiliate
of the Borrower, (v) titles and captions of Sections,  subsections,  and clauses
in any Loan Document are for convenience only, and neither limit nor amplify the
provisions  of  such  Loan  Document,  (vi)  unless  otherwise  indicated,   all
references to time are  references  to Boston,  Massachusetts,  time,  (vii) all
references  to money  (including  the symbol "$") are to lawful  currency of the
United States,  (viii) references to "including" mean including without limiting
the  generality  of any  description  preceding  that  word,  (ix)  the  rule of
construction  providing that references to general items following references to
specific items are limited to the same type or character of those specific items
is not  applicable in the Loan  Documents,  (x) references to any Person include
that Person's heirs, personal representatives,  successors, trustees, receivers,
and permitted  assigns,  (xi) references to any Legal Requirement  include every
amendment  or  supplement  to it,  rule and  regulation  adopted  under it,  and
successor or replacement for it, and (xii) references to dollars  (including the
symbol "$") shall mean lawful money of the United States.

     1.5 ACCOUNTING  PRINCIPLES.  All accounting and financial terms used in the
Loan Documents and the compliance with each financial  covenant therein shall be
determined in  accordance  with GAAP,  and all  accounting  principles  shall be
applied on a consistent  basis so that the  accounting  principles  in a current
period are  comparable  in all  material  respects to those  applied  during the
preceding  comparable  period. The Borrower shall notify the Agent of any change


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in GAAP from that in effect on the date hereof which would in any way effect the
operation  of any  covenant in any Loan  Documents  (including  covenants  which
relate to Persons other than the Borrower,  such as the  Guarantors)  whereupon,
the Agent and the Borrower shall attempt for a reasonable  period (not to exceed
ten (10)  Business  Days unless the Agent and the Borrower  agree to extend such
time period) to agree upon appropriate  amendments to the affected  covenants to
eliminate such effect and to produce  equivalent  results,  failing  which,  for
purposes of  calculating  such  financial  covenants,  GAAP will mean  generally
accepted  accounting  principles on the date just prior to the date on which any
such change in GAAP became effective.

2.   LOAN PROVISIONS.
     ---------------

     2.1  THE FACILITY.
          ------------

          2.1.1  Subject  to the terms and  conditions  of this  Agreement,  the
Lenders agree to make Warehousing Advances to the Borrower from the Closing Date
to the Maturity  Date (or, in the event that the Maturity Date is not a business
day, to the business day immediately  preceding the Maturity Date), during which
period the  Borrower  may  borrow,  repay and  reborrow in  accordance  with the
provisions of this Agreement.  The aggregate amount of all Warehousing  Advances
outstanding from time to time hereunder may hereinafter collectively be referred
to as the "Loan." The aggregate  principal amount of the Loan outstanding at any
one time may not  exceed  the  Warehousing  Commitment  Amount.  While a Default
exists,  the Lenders may refuse to make any additional  Warehousing  Advances to
the Borrower.  All Warehousing Advances under this Agreement constitute a single
indebtedness,  and all of the  Collateral  is security for the Notes and for the
performance of all of the Obligations.

          2.1.2  MAXIMUM  AMOUNT  OF  FACILITY;  INCREASE  IN TOTAL  COMMITMENT.
Subject to the  applicable  terms and  conditions of this  Agreement,  including
terms and  conditions  of this  Section  2.1.2,  the  maximum  principal  amount
outstanding under the Facility shall not exceed $100,000,000.

          (i) So  long  as the  Incremental  Loan  Commitment  Requirements  are
     satisfied at the time of the delivery of the request referred to below, the
     Borrower  shall  have the right at any time and from time to time,  upon at
     least  ten (10)  Business  Days'  prior  written  notice to the  Agent,  to
     increase  the  amount of the Total  Commitment  to an amount in no event to
     exceed $125,000,000,  either by new Lenders establishing Commitments, or by
     one or more of the then existing Lenders increasing their Commitments (each
     such increase by either means,  a "Commitment  Increase," and each such new
     Lender,  or Lender  increasing its  Commitment,  an "Additional  Commitment
     Lender"), PROVIDED, HOWEVER, that (a) if the Borrower desires to accomplish
     such increase in whole or in part through an increase in the  Commitment of
     one or more then  existing  Lenders,  the Agent shall manage the process in
     coordination with the Borrower,  (b) no Lender shall under any circumstance
     be  obligated  to  provide a  Commitment  Increase  as a result of any such
     request by the  Borrower,  (c) any new Lender  must  qualify as an Eligible
     Assignee and shall be subject to the approval of the Agent,  which approval
     shall  not  unreasonably  be  withheld,  (d) the  terms  of any  Commitment
     Increase  shall be on the same terms and  conditions as the  Commitments of
     all other Lenders,  and (e) without the consent of the Agent and all of the
     Lenders,  at no time shall there be more than three (3) Lenders  hereunder.
     No  Commitment  Increase  shall  become  effective  unless  and  until  the
     Borrower,  the  Agent,  and the  Additional  Commitment  Lender  shall have
     executed and delivered an agreement  substantially in the form of EXHIBIT H
     hereto (a "Commitment Increase Supplement"). Each Commitment Increase shall
     be in a minimum  aggregate  amount of at least  $10,000,000 and in integral
     multiples of $1,000,000 in excess thereof.

          (ii)  In  connection  with  any  Commitment  Increase  to be  provided
     hereunder,  the  Incremental  Loan  Commitment  Requirements  and any other
     conditions precedent agreed to by the Borrower that may be set forth in the
     applicable   Commitment  Increase  Supplement  shall  have  been  satisfied
     (including,  without  limitation,  the payment of any fees by the  Borrower
     required in connection therewith, including, without limitation, any agreed
     upon  up-front or  arrangement  fees owing to the Agent),  and the Borrower
     shall  deliver to the Agent an opinion or opinions,  in form and  substance
     reasonably  satisfactory  to  the  Agent,  from  counsel  to  the  Borrower
     reasonably satisfactory to the Agent (it being agreed that the counsel that
     delivered the legal opinions on the Closing Date shall be  satisfactory  to
     the Agent) and dated such date,  covering  such of the matters set forth in
     the  opinions of counsel  delivered to the Agent on the Closing Date as may


                                       2
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     be reasonably  requested by the Agent,  and such other matters as the Agent
     reasonably may request.  The Agent shall promptly  notify each Lender as to
     the  effectiveness  of each  Commitment  Increase  (with  each date of such
     effectiveness  being referred to herein as a "Commitment  Increase  Date"),
     and at such time (x) the Warehousing  Commitment  Amount under, and for all
     purposes of, this Agreement  shall be increased by the aggregate  amount of
     such  Commitment  Increases,  (y)  SCHEDULE 1 shall be deemed  modified  to
     reflect the revised  Commitments  of the affected  Lenders,  and (z) to the
     extent requested by any Additional  Commitment Lender, Notes will be issued
     at the Borrower' s expense to such Additional  Commitment  Lender, to be in
     conformity with requirements of Section 2.4 (with appropriate modification)
     to the extent  necessary to reflect the new  Commitment of such  Additional
     Commitment Lender.

          (iii)  In  connection  with  any  provision  of  Commitment  Increases
     hereunder,  the  Lenders  and  the  Borrower  agree  that,  notwithstanding
     anything  to the  contrary  in  this  Agreement,  the  Borrower  shall,  in
     coordination with the Agent: (x) repay portions of outstanding  Warehousing
     Advances of certain Lenders, and obtain new or further Warehousing Advances
     from certain other Lenders (including the Additional  Commitment  Lenders),
     or (y) take such other actions as  reasonably  may be required by the Agent
     (including by requiring new  Warehousing  Advances to be obtained and added
     to then  outstanding  Warehousing  Advances),  in each  case to the  extent
     necessary  so  that  all of the  Lenders  effectively  participate  in each
     outstanding  Warehousing  Advance pro rata on the basis of their Commitment
     Percentages  (determined  after giving  effect to any increase in the Total
     Commitment pursuant to this Section 2.1.2).

          2.1.3  LIMITATIONS  ON ADVANCES.  In addition to the  limitations  set
forth on EXHIBIT D or elsewhere in this Agreement,  each Warehousing  Advance to
fund a Multifamily  Property  shall be limited to the lesser of (x) the Mortgage
Note Amount, or (y) the Committed Purchase Price amount.

          2.1.4  OUTSTANDING  BALANCE OF THE LOAN.  In the event at any time the
outstanding  principal  balance of the Loan should  exceed the lesser of (x) the
Warehousing  Commitment Amount or (y) the aggregate Warehousing Collateral Value
of all Eligible Loans against which  Warehousing  Advances are then outstanding,
the Borrower  shall repay such excess  amount on demand to the Agent so that the
outstanding  principal  balance of the Facility is in compliance  with the terms
and provisions hereof.

     2.2 TERM OF LOAN.  The Loan shall  mature and become due and  payable,  and
shall be repaid  (together with all accrued and unpaid interest  thereon and any
other than  outstanding  Obligations)  by the Borrower in full,  on the Maturity
Date.

     2.3  WAREHOUSING ADVANCES.
          --------------------

          2.3.1 To  obtain a  Warehousing  Advance  under  this  Agreement,  the
Borrower  must  deliver  to Agent,  not later  than 1  Business  Day  before the
Business Day on which the Borrower desires the Warehousing  Advance, a completed
and signed request for a Warehousing Advance ("WAREHOUSING ADVANCE REQUEST"), on
the then current form approved by Agent.

          2.3.2 Subject to the delivery of a Warehousing  Advance  Request,  and
the  satisfaction  of the  conditions  set forth in  Sections  5.1 and 5.2,  the
Borrower may obtain a Warehousing  Advance under this Agreement upon  compliance
with the procedures  set forth in this Section and in the applicable  EXHIBIT B,
including  delivery  to  Agent of all  required  Collateral  Documents.  Agent's
current forms of  Warehousing  Advance  Request are set forth in EXHIBIT C. Upon
not less than 3 Business  Days' prior Notice to the  Borrower,  Agent may modify
its form of  Warehousing  Advance  Request and any other Exhibit  referred to in
this Section to conform to current Legal Requirements or Agent's or any Lender's
practices  and, as so  modified,  those  Exhibits  will be deemed a part of this
Agreement.

     2.4 INTEREST RATE AND PAYMENT TERMS.  All  Warehousing  Advances made under
the Facility  shall be payable as to interest and principal in  accordance  with
the provisions of this Agreement and the Notes. This Agreement also provides for
interest at a Default Rate,  Late Charges and  prepayment  rights and fees.  All
payments for the account of Lenders shall be applied to the respective  accounts
of the Lenders in accordance with each Lender's Commitment Percentage. The Agent
will  disburse  such  payments to the Lenders on the date of receipt  thereof if


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<PAGE>



received prior to 10:00 a.m. on such date and, if not, on the next Business Day.
Any and all interest rate selection and conversion  provisions in this Agreement
are to be  administered  by the Agent and to be allocated on a pro rata basis to
the Note held by each Lender based upon such Lender's Commitment Percentage.

          2.4.1  INTEREST RATE.  Principal  amounts  outstanding  under the Loan
shall  bear  interest  at the  following  rates,  at the  respective  Borrower's
selection,  subject  to the  conditions  and  limitations  provided  for in this
Agreement: (i) Variable Rate or (ii) Fixed Rate.

          2.4.2   SELECTION  TO  BE  MADE.  The  Borrower,   when  requesting  a
Warehousing  Advance shall select,  and  thereafter may change the selection of,
the applicable  interest rate, from the alternatives  otherwise  provided for in
this Agreement,  by giving Agent a Notice of Rate Selection:  (i) at the time of
the request for such  Warehousing  Advance,  (ii) at least two (2) Business Days
prior to the Federal Funds Rate Adjustment  Date for any outstanding  Fixed Rate
Advances,  or (iii) on any Business Day on which the Borrower desires to convert
an outstanding Fixed Rate Advance to a Variable Rate Advance.

          2.4.3 NOTICE.  The Borrower  shall give to the Agent a "Notice of Rate
Selection"  from  time to  time  which  shall  be a  written  notice,  given  by
telecopier (with authorized signature), or by telephone if immediately confirmed
by such a written  notice,  from an  Authorized  Representative  of the Borrower
which: (i) shall be irrevocable;  (ii) is received by Agent not later than 10:00
o'clock  A.M.:  (a) if a Fixed Rate is selected,  at least two (2) Business Days
prior to the  Federal  Funds Rate  Adjustment  Date,  (b) if a Variable  Rate is
selected,  on the day on which such rate is first to apply; and (iii) as to each
selected interest rate option,  sets forth the aggregate  principal amount(s) to
which such interest rate option(s) shall apply.

          2.4.4 IF NO NOTICE.  If the Borrower  fails to select an interest rate
option in accordance with the foregoing prior to a Warehousing  Advance, any new
Warehousing Advance made shall be deemed to be a Fixed Rate Advance.

          2.4.5  TELEPHONIC  NOTICE.  Without in any way limiting the Borrower's
obligation to confirm in writing any  telephonic  notice,  Agent may act without
liability upon the basis of telephonic notice believed by Agent in good faith to
be from the Borrower prior to receipt of written confirmation.  In each case the
Borrower  hereby waives the right to dispute Agent's record of the terms of such
telephonic Notice of Rate Selection.

          2.4.6 PAYMENT AND CALCULATION OF INTEREST.
                -----------------------------------

          (i) All interest shall be: (a) payable in arrears  commencing April 1,
     2005,  and on the same day of each  month  thereafter  until the  principal
     together  with all interest and other  obligations  payable with respect to
     the Loan shall be fully paid;  and (b) calculated on the basis of a 360 day
     year and the actual number of days  elapsed.  If any  Warehousing  Advances
     shall constitute Variable Rate Advances, then each change in the Prime Rate
     shall simultaneously change the Variable Rate payable under this Agreement.
     If any Warehousing Advances shall constitute Fixed Rate Advances, then each
     change in the Federal  Funds Base Rate shall  change the Fixed Rate payable
     under this Agreement on the Federal Funds Rate Adjustment Date.  Changes in
     the rate of  interest  resulting  from the changes in the Prime Rate or the
     Federal Funds Base Rate shall take place  immediately  without prior notice
     or demand of any kind.

          (ii) If, for any reason, (1) the Borrower repays a Warehousing Advance
     on the  same  day  that it was  made  by the  Lenders  or (2) the  Borrower
     instructs  Agent not to make a  previously  requested  Warehousing  Advance
     after the Lenders have reserved funds or made other arrangements  necessary
     to enable such Lenders to fund that Warehousing Advance, Borrower agrees to
     pay to each Lender an administrative fee equal to 1 day of interest on that
     Warehousing Advance at a rate of 1 1/2% per annum.  Administrative fees are
     due and payable in the same  manner as  interest  is due and payable  under
     this Agreement.

          2.4.7 PRINCIPAL.  The outstanding  principal balance of the Loan shall
be repaid as follows:


                                       4
<PAGE>



          (i)  Each  Warehousing  Advance  (or  any  portion  thereof,  if  such
     Warehousing  Advance was used to fund  multiple  Eligible  Loans)  shall be
     repaid  upon  the  earlier  to occur of (x) the  payment  of the  Committed
     Purchase  Price from an Investor  with respect to any Eligible  Loan or (y)
     that date  which is ninety  (90) days from the date of the  funding of such
     Warehousing Advance.

          (ii) Upon  telephonic  Notice to the  Borrower by Agent,  the Borrower
     must pay to Agent,  and the Borrower hereby  authorizes Agent to charge the
     Borrower's  Operating Account  maintained with the Agent for, the amount of
     any outstanding  Warehousing  Advance against a specific Pledged Asset upon
     the earliest occurrence of any of the following events:

               (a) On the date a  Warehousing  Advance  was made if the  Pledged
          Loan that was to have been funded by that  Warehousing  Advance is not
          closed and funded.

               (b) Three (3) Business  Days elapses from the date a  Warehousing
          Advance  was made  against  a Pledged  Loan,  without  receipt  of the
          Collateral  Documents  relating to that  Pledged  Loan  required to be
          delivered on that date, or such Collateral Documents, upon examination
          by Agent,  are found not to be in compliance with the  requirements of
          this Agreement or the related Purchase Commitment.

               (c) Ten  (10)  Business  Days  elapse  without  the  return  of a
          Collateral  Document  delivered by Agent to the Borrower under a Trust
          Receipt for correction or completion.

               (d) On the date on which a  Pledged  Loan is  determined  to have
          been originated based on untrue,  incomplete or inaccurate information
          or otherwise  to be subject to fraud,  whether or not the Borrower had
          knowledge   of  the   misrepresentation,   incomplete   or   incorrect
          information or fraud,  or on the date on which the Borrower  knows, or
          has reason to know,  or receives  Notice  from the Agent,  that one or
          more of the representations and warranties set forth in Article 8 were
          inaccurate or incomplete in any material respect on any date when made
          or deemed made.

               (e) On the date the  Pledged  Loan or a Lien prior to the Pledged
          Loan is  defaulted  and  remains in default for a period of 60 days or
          more.

               (f) On the  mandatory  delivery  date  of  the  related  Purchase
          Commitment if the specific  Pledged Loan has not been delivered  under
          the Purchase  Commitment prior to such mandatory  delivery date, or on
          the date the related Purchase Commitment expires or is terminated.

               (g)  Three (3)  Business  Days  after the date a Pledged  Loan is
          rejected  for  purchase  by  an  Investor   unless  another   Purchase
          Commitment is provided within that 3 Business Day period.

               (h) Upon the sale, other disposition or prepayment of any Pledged
          Asset or,  with  respect to a Pledged  Loan  included  in an  Eligible
          Mortgage  Pool,  upon  the sale or other  disposition  of the  related
          Agency Security.

          (iii) In addition to the payments  required pursuant to Sections 2.4.7
     (ii), if the principal amount of any Pledged Loan is prepaid in whole or in
     part while a Warehousing  Advance is outstanding  against the Pledged Loan,
     the Borrower  must pay to Agent,  without the  necessity of prior demand or
     Notice from Agent, the amount of the prepayment,  to be applied against the
     Warehousing Advance.

          (iv) The proceeds of the sale or other  disposition  of Pledged Assets
     must be paid directly by the Investor to the Cash Collateral  Account.  The
     Borrower must give Notice to Agent (by telephone or electronic mail, and if
     by telephone,  followed  promptly by written  notice) of the Pledged Assets
     for which proceeds have been received. Upon receipt of such Notice from the
     Borrower,  Agent will apply any proceeds deposited into the Cash Collateral
     Account to the payment of the  Warehousing  Advance  related to the Pledged
     Assets  identified by the Borrower in its Notice,  and those Pledged Assets


                                       5
<PAGE>



     will be considered to have been redeemed from pledge.  Agent is entitled to
     rely upon the Borrower's  affirmation  that deposits in the Cash Collateral
     Account  represent  payments from Investors for the purchase of the Pledged
     Assets  specified  by the  Borrower in its Notice.  If the payment  from an
     Investor  for the purchase of Pledged  Assets is less than the  outstanding
     Warehousing  Advance against the Pledged Assets  identified by the Borrower
     in its Notice (the  "Deficiency"),  the Borrower shall immediately  deposit
     into the Cash Collateral Account the amount of such Deficiency in collected
     funds,  and the Borrower  authorizes  Agent to charge the  Borrower's  Cash
     Collateral  Account for the amount  deposited by the Borrower to cover such
     Deficiency to be applied against such  Warehousing  Advance.  As long as no
     Default exists,  Agent will transfer into the Borrower's  Operating Account
     any excess payment from an Investor for Pledged Assets.

          (v) Agent  reserves  the right to revalue any Pledged Loan that is not
     covered by a Purchase  Commitment  from  Fannie Mae or Freddie  Mac.  Agent
     reserves the right to revalue any Pledged Loan that is to be exchanged  for
     an Agency  Security  if that  Agency  Security is not covered by a Purchase
     Commitment.  The Borrower must pay to Agent, without the necessity of prior
     demand or Notice from Agent, any amount required after any such revaluation
     to reduce  the  principal  amount of the  Warehousing  Advance  outstanding
     against the  revalued  Pledged  Loan to an amount equal to the Advance Rate
     for the applicable  Eligible Loan type  multiplied by the Fair Market Value
     of the respective Mortgage Loan.

          (vi) As provided for in Section 2.4.9.

          2.4.8  PREPAYMENT.  The Loan or any portion  thereof may be prepaid in
full or in part,  without  premium or  penalty,  at any time by 2:00 p.m. on the
date of such payment.

          2.4.9  MATURITY.  Upon  acceleration of the Loan, if the Loan has been
accelerated  by the Agent (or the  Facility has been  automatically  terminated)
upon an Event of  Default,  or at the  Maturity  Date,  all  accrued  and unpaid
interest,  principal and other Obligations due with respect to the Loan shall be
due and payable in full, and the principal  balance and such other  Obligations,
but not unpaid  interest,  shall  continue to bear  interest at the Default Rate
until so paid.

          2.4.10  METHOD OF PAYMENT;  DATE OF CREDIT.  All payments of interest,
principal  and  fees  shall be made in  lawful  money of the  United  States  in
immediately  available funds,  without counterclaim or setoff and free and clear
of, and without any deduction or withholding  for, any taxes or other  payments:
(a) by direct  charge  to the Cash  Collateral  Account  of the  Borrower,  with
respect  to  interest,  or (b) by wire  transfer  to  Agent.  Payments  shall be
credited on the Business Day on which  immediately  available funds are received
prior to 2:00 P.M.;  payments  received after 2:00 P.M. shall be credited to the
Loan on the next Business Day.  Payments which are by check,  which Agent may at
its  option  accept  or  reject,  or which  are not in the  form of  immediately
available  funds,  shall not be  credited  to the Loan until  such funds  become
immediately  available to Agent,  and,  with respect to payments by check,  such
credit  shall be  provisional  until the item is finally paid by the payor bank.
All payments  shall be applied first to the payment of all fees,  expenses,  and
other amounts due to the Lenders  (excluding  principal and  interest),  then to
accrued interest, and the balance on account of outstanding principal, provided,
however,  that after the occurrence and during the  continuation  of an Event of
Default,  payments will be applied to the  Obligations as the Agent  determines,
subject to the provisions of section 11.2.4.

          2.4.11 BILLINGS. Agent may submit monthly billings reflecting payments
due;  however,  any changes in the interest rate which occur between the date of
billing and the due date may be reflected in the billing for a subsequent month.
Neither  the  failure  of Agent to  submit a  billing  nor any error in any such
billing  shall excuse the Borrower  from the  obligation to make full payment of
all the Borrower's payment Obligations when due.

          2.4.12 DEFAULT RATE. Agent shall have the option of imposing,  and the
Borrower shall pay upon billing therefor, an interest rate which is four percent
(4%) per annum above the Variable Rate ("Default Rate"):  following any Event of
Default (including, without limitation, following the Maturity Date), unless and
until the Event of Default is waived by Agent or cured, and the Borrower's right
to select pricing options shall cease.

          2.4.13 LATE CHARGES.  The Borrower shall pay, upon billing therefor, a
"Late  Charge"  equal to five  percent  (5%) of the  amount  of any  payment  of
principal,  other than  principal due at the Maturity Date (or the date on which
the Agent  accelerates  the time for payment of the Loan after the occurrence of
an Event of Default), interest, or other Obligations,  which are not paid within


                                       6
<PAGE>



ten (10) days of the due date thereof. Late Charges are: (a) payable in addition
to, and not in limitation of, the Default Rate, (b) intended to compensate Agent
and the  Lenders  for  administrative  and  processing  costs  incident  to late
payments,  (c) not  interest,  and (d) not subject to refund or rebate or credit
against any other amount due.

          2.4.14 OVERDRAFT ADVANCES. Notwithstanding any other provision of this
Agreement,  if,  pursuant to this  Agreement,  the Agent  debits the  Borrower's
Operating  Account to honor an item presented  against the Operating Account and
that debit or direction results in an overdraft,  the Agent may, but in no event
shall be  obligated  to,  make an  additional  Warehousing  Advance to fund that
overdraft  (an  "Overdraft  Advance").  The Borrower  shall pay the  outstanding
amount of any  Overdraft  Advance  within one (1) Business Day after the date of
the Overdraft Advance.

     2.5  LOAN FEES.
          ---------

          2.5.1 LOAN  FEES.  The  Borrower  shall pay a  commitment  fee for the
period  commencing  on December  22, 2004 and ending on February  28,  2006,  as
agreed to among the Borrower and the Agent in accordance  with the provisions of
the Fee Letter.

          2.5.2 FACILITY FEE. The Borrower agrees to pay a facility fee to Agent
on behalf of the Lenders on the average daily unborrowed portion of the Facility
from the Agreement Date to the Maturity Date (the "Facility Fee"), calculated as
set forth  below.  The  Facility  Fee shall be  payable  in arrears on the first
Business Day of each calendar  quarter for the  immediately  preceding  calendar
quarter or portion  thereof and on the Maturity Date, and shall be calculated by
multiplying  the  average  daily  unborrowed  portion of the  Facility  for such
immediately preceding calendar quarter or portion thereof by 0.025% percent, and
multiplying that product by a fraction,  the numerator of which is the number of
days during such calendar quarter that the Facility  remained  outstanding,  and
the denominator of which is ninety (90) days. The Borrower shall not be entitled
to any credit,  rebate or  repayment of the  Facility  Fee  notwithstanding  any
termination  of this  Agreement or suspension or  termination of the Agent's and
any Lender's respective obligation to make Warehousing Advances hereunder.

     2.6  ACCELERATION.  The Agent may,  and upon the  request of the  Requisite
Lenders shall, terminate the Commitments,  and accelerate the Loan, following an
Event of Default, provided, however, upon the occurrence of any Event of Default
described  in  Sections  9.1.6 or 9.1.7,  the  Commitments  shall  automatically
terminate  and all  such  amounts  shall  become  immediately  due  and  payable
automatically  and without any  requirement of notice from any of the Lenders or
the Agent. Upon such an acceleration, all principal, accrued interest and costs,
fees,  and  expenses  shall be due and payable  together  with  interest on such
principal at the Default Rate and any applicable make whole provisions.

3.   SECURITY FOR THE FACILITY.
     -------------------------

     3.1 GRANT OF  SECURITY  INTEREST.  As  security  for the  Facility  and the
payment  of the  Loan and for the  performance  of all of the  Borrower's  other
Obligations,  the Borrower grants a security  interest to Agent, for the ratable
benefit of the Lenders,  in all of the Borrower's  right,  title and interest in
and to the following described property ("Collateral"):

          3.1.1 All  amounts  advanced  by Lenders to or for the  account of the
Borrower  under this  Agreement to fund a Mortgage Loan until that Mortgage Loan
is closed and those funds disbursed.

          3.1.2 All Mortgage  Loans,  including all Mortgage Notes and Mortgages
evidencing or securing those Mortgage Loans,  that are delivered or caused to be
delivered to Agent for the benefit of the Lenders (including delivery to a third
party on behalf of Agent),  or that otherwise come into the possession,  custody
or  control of Agent for the  purpose  of pledge or in respect of which  Lenders
have made a Warehousing  Advance under this  Agreement  (collectively,  "PLEDGED
LOANS").

          3.1.3 All  Mortgage-backed  Securities that are created in whole or in
part on the basis of Pledged Loans or are delivered or caused to be delivered to
Agent for the benefit of the  Lenders,  or are  otherwise in the  possession  of


                                       7
<PAGE>



Agent,  or its agent,  bailee or custodian as assignee,  or pledged to Agent for
the benefit of the Lenders,  or for such purpose are registered by book-entry in
the name of Agent (including  delivery to or registration in the name of a third
party on  behalf  of  Agent)  under  this  Agreement  or in  respect  of which a
Warehousing Advance has been made by Lenders under this Agreement (collectively,
"PLEDGED SECURITIES").

          3.1.4  All  commitments  issued  by FHA to  insure  or  guarantee  any
Mortgage Loans included in the Pledged Loans;  all Purchase  Commitments held by
the Borrower  covering Pledged Assets or proposed  permanent  Pledged Loans, and
all  proceeds  from the sale of Pledged  Assets to  Investors  pursuant to those
Purchase Commitments;  and all personal property, contract rights, servicing and
servicing fees and income or other proceeds, amounts and payments payable to the
Borrower  whether  as  compensation  or   reimbursement,   accounts  or  general
intangibles of whatsoever kind relating to Pledged  Assets,  FHA Commitments and
the Purchase  Commitments,  and all other  documents or instruments  relating to
Pledged Assets,  including any interest of the Borrower in any fire, casualty or
hazard  insurance  policies and any awards made by any public body or decreed by
any court of competent  jurisdiction for a taking or for degradation of value in
any eminent domain proceeding as the same relate to Pledged Loans.

          3.1.5 All escrow accounts,  documents,  instruments,  files,  surveys,
certificates,  correspondence,  appraisals,  computer  programs,  tapes,  discs,
cards,  accounting  records  (including all information,  records,  tapes, data,
programs,  discs  and  cards  necessary  or  helpful  in the  administration  or
servicing  of the  Collateral)  and other  information  and data of the Borrower
relating to the Collateral.

          3.1.6 All cash,  whether now  existing  or acquired  after the date of
this  Agreement,  delivered to or otherwise  in the  possession  of Agent or any
Lender, or their respective agents,  bailees or custodians (provided,  that with
respect to funds held by the  Borrower  in trust or escrow for any other  Person
with the Agent or any Lender,  only the Borrower's  interest in earnings on such
funds  shall be  Collateral)  or  designated  on the  books and  records  of the
Borrower  as  assigned  and  pledged to Agent for the  benefit  of the  Lenders,
including all cash deposited in the Cash Collateral Account.

          3.1.7  All  Accounts  or  General  intangibles  owned by the  Borrower
("RECEIVABLES")  related to the Collateral  referenced in Sections 3.1.1 through
and  including  3.1.3  for the  payment  of money  against  (1) FHA or a private
mortgage  insurer under an FHA or private  insurer's  mortgage  insurance policy
insuring payment of, or any other Person under any other agreement  (excluding a
Servicing  Contract)  relating  to,  all or part of a  defaulted  Mortgage  Loan
repurchased  by the Borrower from an investor or out of a pool of Mortgage Loans
serviced by the  Borrower,  (2) obligors and their  accounts,  or any  Investor,
insurer  or  guarantor  covering,  or out  of the  proceeds  of any  sale  of or
foreclosure  sale in  respect  of,  any  Mortgage  Loan  being  serviced  by any
Borrower,  in  either  case,  for the  reimbursement  of real  estate  taxes  or
assessments,  or casualty or liability insurance premiums,  paid by the Borrower
in connection  with Mortgage Loans and (3) obligors and their  accounts,  or any
other  Investor,  insurer or  guarantor  under or in  respect  of, or out of the
proceeds  of any sale or  foreclosure  sale in respect  of, any  Mortgage  Loans
serviced by the Borrower for repayment of advances made by the Borrower to cover
shortages in principal and interest payments.

          3.1.8 All Hedging Arrangements related to the Collateral referenced in
Section 3.1.1 through and including 3.1.3 ("PLEDGED HEDGING  ARRANGEMENTS")  and
the Borrower's  accounts in which those Hedging  Arrangements are held ("PLEDGED
HEDGING  ACCOUNTS"),  including all rights to payment  arising under the Pledged
Hedging  Arrangements  and the Pledged  Hedging  Accounts,  except that  Agent's
security  interest  in the Pledged  Hedging  Arrangements  and  Pledged  Hedging
Accounts is limited to  benefits,  including  rights to payment,  related to the
Collateral.

          3.1.9 All cash and non-cash proceeds of the Collateral,  including all
dividends,  distributions and other rights in connection with, and all additions
to, modifications of and replacements for, the Collateral,  and all products and
proceeds of the  Collateral,  together  with  whatever is receivable or received
when the Collateral or proceeds of Collateral are sold, collected,  exchanged or
otherwise  disposed of, whether such  disposition  is voluntary or  involuntary,
including all rights to payment with respect to any cause of action affecting or
relating to the Collateral or proceeds of Collateral.


                                       8
<PAGE>



     3.2  AUTHENTICATED  RECORD.  This Agreement  constitutes  an  authenticated
record which authorizes the Agent to file such financing statements as the Agent
determines as appropriate to perfect or protect the security  interests  created
by this Agreement.

     3.3  RELEASE OF SECURITY INTEREST IN PLEDGED ASSETS
          ----------------------------------------------

          3.3.1  Except as  provided  in Section  3.3.2,  Pledged  Loans will be
released from Agent's  security  interest  only against  payment to Agent of the
Release  Amount in  connection  with those Pledged  Loans.  If Pledged Loans are
transferred  to a pool custodian or an investor for inclusion in a Mortgage Pool
and Agent's security interest in the Pledged Loans included in the Mortgage Pool
is not  released  before the issuance of the related  Mortgage-backed  Security,
then that Mortgage-backed Security, when issued, is a Pledged Security,  Agent's
security  interest  continues in the Pledged Loans backing that Pledged Security
and Agent is  entitled  to  possession  of the  Pledged  Security  in the manner
provided in this Agreement.

          3.3.2 If Pledged Loans are  transferred  to an Approved  Custodian and
included in an Eligible Mortgage Pool,  Agent's security interest in the Pledged
Loans included in the Eligible  Mortgage Pool will be released upon the delivery
of the Agency  Security to Agent  (including  delivery to or registration in the
name of a third party on behalf of Agent), and that Agency Security is a Pledged
Security.  Agent's  security  interest in that Pledged Security will be released
only  against  payment to Agent of the  Release  Amount in  connection  with the
Mortgage Loans backing that Pledged Security.

          3.3.3  Agent has the  exclusive  right to  possession  of all  Pledged
Securities or, if Pledged  Securities are issued in book-entry form or issued in
certificated  form and  delivered  to a  clearing  corporation  (as such term is
defined  in the UCC) or its  nominee,  Agent has the  right to have the  Pledged
Securities registered in the name of a securities  intermediary (as such term is
defined  in the UCC) in an  account  containing  only  customer  securities  and
credited  to an account  of Agent.  Agent has no duty or  obligation  to deliver
Pledged Securities to an Investor or to credit Pledged Securities to the account
of an Investor  or the  Investor's  designee  except  against  payment for those
Pledged Securities,  unless the Agent shall have entered into a master agreement
with such  Investor  on terms and  conditions  satisfactory  to the  Agent.  The
Borrower   acknowledges   that  Agent  may  enter  into  one  or  more  standing
arrangements with securities  intermediaries  with respect to Pledged Securities
issued in book  entry form or issued in  certificated  form and  delivered  to a
clearing  corporation  or its nominee,  under which the Pledged  Securities  are
registered in the name of the securities intermediary,  and the Borrower agrees,
upon request of Agent, to execute and deliver to those securities intermediaries
the Borrower's written concurrence in any such standing arrangements.

          3.3.4 If no Default occurs,  the Borrower may redeem a Pledged Loan or
Pledged  Security  from  Agent's  security  interest by  notifying  Agent of its
intention to redeem the Pledged Loan or Pledged  Security from pledge and either
(1)  paying,  or causing an  Investor  to pay,  to Agent the  Release  Amount in
connection  with the Pledged  Loan or the Pledged  Loans  backing  that  Pledged
Security,  or (2) delivering  substitute  Collateral  that, in addition to being
acceptable  to  Agent  in its  sole  discretion  will,  when  included  with the
remaining Collateral, result in a Warehousing Collateral Value of all Collateral
held by Agent that is at least equal to the aggregate outstanding Loan.

          3.3.5 After a Default  occurs,  Agent may,  with no  liability  to the
Borrower or any Person, continue to release its security interest in any Pledged
Loan or Pledged Asset against  payment of the Release Amount in connection  with
that Pledged Loan or the Pledged Loans backing that Pledged Security.

          3.3.6 The amount  ("RELEASE  AMOUNT")  to be paid by the  Borrower  to
obtain the release of Agent's  security  interest in a Pledged  Loan will be (1)
until an Event of  Default  occurs,  the  principal  amount  of the  Warehousing
Advances outstanding against the Pledged Loan, and (2) while an Event of Default
exists, the full Committed Purchase Price therefor, or amount paid to Agent in a
commercially  reasonable  disposition  of that  Pledged Loan by the Agent in the
exercise of its rights and remedies under this Agreement.


                                       9
<PAGE>



     3.4  COLLECTION AND SERVICING RIGHTS
          -------------------------------

          3.4.1 If no Event of Default  exists,  the  Borrower  may  service and
receive and collect  directly all sums payable to the Borrower in respect of the
Collateral  other than  proceeds of any Purchase  Commitment  or proceeds of the
sale of any  Collateral  (which  shall be paid  directly to the Cash  Collateral
Account).

          3.4.2 After an Event of Default, Agent or its designee are entitled to
service and receive and collect all sums  payable to the  Borrower in respect of
the  Collateral,  and in such case (1) Agent or its  designee in its  discretion
may, in its own name, in the name of the Borrower or otherwise, demand, sue for,
collect or receive any money or property at any time  payable or  receivable  on
account of or in exchange for any of the Collateral, but Agent has no obligation
to do so, (2) the Borrower  must,  if Agent  requests it to do so, hold in trust
for the benefit of Agent and immediately  pay to Agent at its office  designated
by Notice, all amounts received by the Borrower upon or in respect of any of the
Collateral, advising Agent as to the source of such funds and (3) all amounts so
received and collected by Agent will be held by it as part of the Collateral for
the ratable benefit of the Lenders.

     3.5  RETURN OF COLLATERAL AT END OF WAREHOUSING COMMITMENT
          -----------------------------------------------------

          3.5.1  If  (a)  the   Warehousing   Commitment  has  expired  or  been
terminated,  and (b) no Warehousing Advances,  interest or other Obligations are
outstanding  and unpaid,  Agent will  release  its  security  interest  and will
deliver all  Collateral  in its  possession  to the  Borrower at the  Borrower's
expense. The Borrower's acknowledgment or receipt for any Collateral released or
delivered to the Borrower  under any  provision of this  Agreement is a complete
and full  acquittance  for the  Collateral so returned,  and Agent is discharged
from any liability or responsibility for that Collateral.

     3.6  DELIVERY OF COLLATERAL DOCUMENTS
          --------------------------------

          3.6.1 Agent may deliver  documents  relating to the  Collateral to the
Borrower for correction or completion under a Trust Receipt.

          3.6.2 If no Default exists,  upon delivery by the Borrower to Agent of
shipping  instructions pursuant to the applicable EXHIBIT B, Agent will transmit
Pledged Loans or Pledged  Securities,  together with all related loan  documents
and pool documents in Agent's possession,  to the applicable Investor,  Approved
Custodian or other party acceptable to Agent in its sole discretion.

          3.6.3  If a  Default  exists,  Agent  may,  without  liability  to the
Borrower or any other  Person,  continue to  transmit  Pledged  Loans or Pledged
Securities,  together  with all related  loan  documents  and pool  documents in
Agent's  possession,  to the applicable  Investor,  Approved  Custodian or other
party acceptable to Agent in its sole discretion.

          3.6.4  Upon  receipt  of  Notice  from  the  Borrower   under  Section
2.4.7(iv),  and payment of the Release  Amount  with  respect to a Pledged  Loan
identified  by the Borrower,  Agent will release to the Borrower any  Collateral
Documents  relating to the redeemed  Pledged Loan or the Pledged Loans backing a
Pledged  Security  that  Agent  has in its  possession  and  that  have not been
delivered to an Investor or Approved Custodian.

     3.7 LOAN DOCUMENTS AND SECURITY DOCUMENTS.  The Facility and the Loan shall
be made,  evidenced,  administered,  secured  and  governed by all of the terms,
conditions  and  provisions  of the  "Loan  Documents",  each as the same may be
hereafter modified or amended, consisting of: (i) this Agreement; (ii) the Notes
made payable by the Borrower in favor of each Lender; (iii) the Guaranties; (iv)
the Assigned  Collateral  Documents;  (v) any other documents,  instruments,  or
agreements  executed  to  further  evidence  or  secure  the  Loan or any  other
Obligations;  and (vi) any  Hedging  Arrangements  as to which  the Agent (or an
Affiliate of the Agent) is a counterparty.

     Each of the Loan Documents listed in items (i) through (iii),
inclusive,  shall be dated as of the date of the Original Agreement or as of the
date hereof.  The  Assigned  Collateral  Documents  are  sometimes  collectively
referred to herein as the "Security Documents".


                                       10
<PAGE>



4.   CONTINUING  AUTHORITY OF AUTHORIZED REPRESENTATIVES.  Agent and each of the
Lenders are  authorized  to rely upon the  continuing  authority  of the Persons
hereafter designated by the Borrower ("Authorized  Representatives") to bind the
Borrower  with  respect  to all  matters  pertaining  to the  Loan  and the Loan
Documents  including,  but not limited to, the selection of interest rates,  the
submission of requests for Warehousing  Advances,  and certificates  with regard
thereto.  Such  authorization  may be changed only upon written  notice to Agent
accompanied by evidence,  reasonably  satisfactory to Agent, of the authority of
the person giving such notice and such notice shall be effective not sooner than
five (5)  Business  Days  following  receipt  thereof by Agent.  The  Authorized
Representatives  as of the date of this  Agreement are listed on SCHEDULE 4. The
Agent  shall  have a right  of  approval,  not to be  unreasonably  withheld  or
delayed,  over the identity of the  Authorized  Representatives  so as to assure
Agent  and  each  of  the  Lenders  that  each  Authorized  Representative  is a
responsible and senior official of the Borrower.

5.   CONDITIONS PRECEDENT
     --------------------

     5.1 ESTABLISHMENT OF FACILITY AND FUNDING INITIAL  WAREHOUSING  ADVANCE. It
shall be a condition  precedent of Lenders'  obligation to continue the Facility
that  each of the  following  conditions  precedent  be  satisfied  in full  (as
determined  by the Agent and the  Requisite  Lenders in their  discretion  which
discretion  shall be  exercised in good faith),  unless  specifically  waived in
writing by the Agent and the Requisite Lenders at or prior to closing:

          5.1.1  SATISFACTORY  LOAN DOCUMENTS.  Each of the Loan Documents shall
have been duly executed and  delivered by the  respective  parties  thereto and,
shall  be in  full  force  and  effect  and  shall  be  in  form  and  substance
satisfactory to each of the Lenders.

          5.1.2 NO  MATERIAL  CHANGE.  No  material  adverse  change  shall have
occurred in the  financial  condition,  business,  affairs or  operations of the
Borrower  or  either  of the  Guarantors  since  the  date of  their  respective
financial statements most recently delivered to the Agent (September 30, 2004).

          5.1.3 UCC AND TAX LIEN SEARCHES.  UCC, tax lien and judgment  searches
of the  appropriate  public  records for the  Borrower  that do not disclose the
existence of any prior Lien on the Collateral other than in favor of Agent or as
permitted  under  this  Agreement,  or other  than a Lien in favor of any Person
which  Lien  shall be  terminated  in  accordance  with the  provisions  of this
Agreement.

          5.1.4  WARRANTIES  AND  REPRESENTATIONS  ACCURATE.  All warranties and
representations made by or on behalf of the Borrower and the Guarantors to Agent
or any of the Lenders  pursuant to the Loan Documents shall be true and accurate
in all material  respects and shall not omit any material fact necessary to make
the same not misleading.

          5.1.5  FINANCIALS.  Agent and each of the Lenders  shall have received
and approved financial statements from the Borrower complying with the standards
set forth in Section 7.5.

          5.1.6 VALIDITY AND  SUFFICIENCY OF SECURITY  DOCUMENTS.  UCC financing
statements naming the Borrower as debtor and the Agent as secured party covering
the Collateral  shall have been duly recorded and filed to the  satisfaction  of
Agent and its counsel.

          5.1.7 NO OTHER LIENS. The Collateral shall not be subject to any Liens
or encumbrances, whether inferior or superior to the Loan Documents or the other
Security  Documents,  except  for a Lien in favor of any Person  which  shall be
terminated in accordance with the provisions of this Agreement.

          5.1.8 ORGANIZATIONAL DOCUMENTS AND ENTITY AGREEMENTS.  The Agent shall
have  received  from the Borrower and each  Guarantor a copy,  certified as of a
recent  date by the  appropriate  officer of the State in which  such  Person is
organized  to be true and  complete,  of the  corporate  charter  and any  other
organization   documents   of  such   Person  as  in  effect  on  such  date  of
certification.   The  Borrower  and  the  Guarantors   shall  furnish   evidence
satisfactory to the Agent that they are each duly qualified and in good standing
in each jurisdiction in which it owns or leases property or in which the conduct
of its  business  requires  it to so  qualify,  except  where the  failure to so


                                       11
<PAGE>



qualify could not have a materially  adverse effect on the business,  assets, or
financial condition of the Borrower or the Guarantors.

          5.1.9 VOTES,  CONSENTS AND  AUTHORIZATIONS.  All action on the part of
the Borrower and  Guarantors  necessary  for the valid  execution,  delivery and
performance  by (x) the Borrower of this  Agreement and the other Loan Documents
to which  it is or is to  become a  party,  and (y) the  Guarantors  of the Loan
Documents  to which they are or are to become a party,  shall have been duly and
effectively  taken,  and evidence  thereof  satisfactory to the Agent shall have
been provided to the Agent.  The Agent shall have received from the Borrower and
Charter  Mac  Corporation  true  copies  of  their  respective  by-laws  and the
resolutions adopted by the their respective boards of directors  authorizing the
transactions described herein, each certified by each of their secretaries as of
a recent date to be true and  complete,  and the Agent shall have  received from
CharterMac true copies of its  Declaration of Trust and the resolutions  adopted
by its Board of Trustees  authorizing the transactions  described  herein,  each
certified by its Manager as of a recent date to be true and complete.

          5.1.10 INCUMBENCY  CERTIFICATE;  AUTHORIZED  SIGNERS.  The Agent shall
have  received  from the  Borrower an  incumbency  certificate,  dated as of the
Closing  Date,  signed by a duly  authorized  officer  of the  Borrower  and the
Guarantors  and  giving  the name  and  bearing  a  specimen  signature  of each
individual who shall be an Authorized  Representative:  (a) to sign, in the name
and on behalf of such Person, each of the Loan Documents to which such Person is
or is to become a party; (b) with respect to the Borrower,  to make requests for
Warehouse  Advances;  and (c) to give notices and to take other action on behalf
of the Borrower under the Loan Documents.

          5.1.11  CORPORATE  STRUCTURE.  The  Agent  shall be  satisfied  in all
respects  with the legal  structure and  capitalization  of the Borrower and the
Guarantors and all documentation relating thereto.

          5.1.12 LITIGATION.  There shall be no pending or threatened litigation
involving the Borrower or either of the Guarantors which, in the judgment of the
Agent, could have a material adverse effect on such Person or the ability of the
Borrower or the Guarantors to perform their obligations under the Loan Documents
to which they are a party, and no judgment,  order,  injunction or other similar
injunction  or  other  similar  restraint  prohibiting  any of the  transactions
contemplated hereby shall exist.

          5.1.13 EVIDENCE OF INSURANCE.  The Agent shall have received evidence,
in form, scope and substance and with such insurance  carriers,  satisfactory to
the Agent, for all insurance policies required under any of the Loan Documents.

          5.1.14  FINANCIAL  STATEMENTS.  The Lenders  shall have  received such
financial  statements and other  information  and projections as the Agent shall
have  reasonably  requested,  and the  information  shall be satisfactory to the
Lenders.

          5.1.15  EXAMINATION  OF BOOKS AND  ASSETS.  The Agent  shall have been
afforded the opportunity prior to closing, to review the books, records, leases,
contracts,  pension plans, workers' compensation and retiree health plans, ERISA
matters, product liability litigation,  insurance coverage and properties of the
Borrower,  and to perform such other due diligence regarding the Borrower as the
Agent shall have required,  the results of which review and due diligence  shall
have been reasonably satisfactory to the Agent and its counsel.

          5.1.16  COMPLIANCE WITH LAW. The Agent shall be satisfied that (i) the
Borrower  and  the  Guarantors   have  obtained  all  material  and  appropriate
authorizations and approvals of all governmental authorities (including, without
limitation,  any  approvals  required by any of Fannie Mae,  FHA,  Freddie  Mac,
Ginnie Mae, HUD),  required for the due execution,  delivery and  performance by
the Borrower and the  Guarantors of each of the Loan Documents to which they are
or will be a party and for the  perfection  of or the  exercise by the Agent and
each Lender of their  respective  rights and remedies under the Loan  Documents,
and (ii) the  Facility as well as all other  transactions  contemplated  hereby,
shall be in material  compliance with, and the Borrower and the Guarantors shall
have  obtained  all  material  and  appropriate  approvals  pertaining  to,  all
applicable laws, rules, regulations and orders,  including,  without limitation,
all  governmental,   environmental,  ERISA  retiree  health  benefits,  workers'
compensation  and  other  requirements,  regulations  and  laws  and  shall  not
contravene any charter,  by-law,  debt instrument or other material  Contractual
Obligation of the Borrower and Guarantors and their respective Subsidiaries.


                                       12
<PAGE>



          5.1.17  LEGAL AND OTHER  OPINIONS.  Each of the  Lenders and the Agent
shall have received an opinion  addressed to the Lenders and the Agent and dated
as of the Closing Date, in form and  substance  satisfactory  to the Lenders and
the Agent from the Borrower's and Guarantors' counsel, Proskauer Rose LLP.

          5.1.18 ELIGIBILITY CERTIFICATES. Copies of the certificates, documents
or other written instruments that evidence the Borrower's  eligibility described
in Section 8.1, together with copies of all  seller/servicer  contracts to which
the Borrower is a party, all in form and substance satisfactory to Agent.

          5.1.19  PAYMENT OF FEES. The Borrower shall have paid to the Agent all
fees and expenses  required  pursuant to this Agreement,  the Fee Letter and the
other Loan Documents.

          5.1.20 NO DEFAULT.  There  shall not be any  Default  under any of the
Loan Documents.

          5.1.21 EVIDENCE OF INSURANCE.  Copies of the policies, or certificates
in lieu of policies,  evidencing  the Borrower's  compliance  with the insurance
requirements of Section 7.7.

          5.1.22  ADDITIONAL  DOCUMENTS.  The Borrower  shall have provided such
additional  instruments  and documents to the Agent and the Lenders as the Agent
and the Agent's counsel may have reasonably requested.

     5.2 WAREHOUSING ADVANCES.  Each Warehousing Advance shall be subject to the
condition  precedent  that all conditions to closing the Facility were satisfied
or waived on the  Closing  Date and to the further  satisfaction  of each of the
following conditions  precedent,  unless specifically waived in writing by Agent
(with the  consent of the  Requisite  Lenders or all of the  Lenders,  as may be
applicable) at or prior to the time of each such Warehousing Advance:

          5.2.1   REPRESENTATIONS  TRUE;  NO  EVENT  OF  DEFAULT.  Each  of  the
representations  and warranties and covenants of the Borrower and the Guarantors
contained in this Agreement or the other Loan Documents  shall be true as of the
date as of which  they were made and shall also be true at and as of the time of
the making of such Warehousing  Advance,  with the same effect as if made at and
as of that time  (except to the extent of changes  resulting  from  transactions
contemplated  and permitted by this  Agreement and the other Loan  Documents and
changes  occurring  in the  ordinary  course of  business  that singly or in the
aggregate  are not  materially  adverse,  and  except  to the  extent  that such
representations  and  warranties  relate  expressly  to an earlier  date) and no
Default  shall have occurred and be  continuing.  Each of the Lenders shall have
received a certificate  of the Borrower  signed by an authorized  officer of the
Borrower to such effect.

          5.2.2 WAREHOUSING ADVANCE REQUEST. The Borrower must have delivered to
Agent the Warehousing Advance Request and Collateral Documents called for under,
and  must  have  satisfied  the  procedures  set  forth  in,  Section  2 and the
applicable  Exhibits  described in such Section 2. All items  delivered to Agent
must be satisfactory to Agent in form and content, and Agent may reject any item
that does not  satisfy  the  requirements  of this  Agreement  or of the related
Purchase Commitment.

          5.2.3 NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Lender  would make it illegal  for such  Lender to make such  Warehousing
Advance.

          5.2.4  GOVERNMENTAL  REGULATION.  Each Lender shall have received such
statements in substance and form reasonably  satisfactory to such Lender as such
Lender  shall  require  for  the  purpose  of  compliance  with  any  applicable
regulations of the  Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

          5.2.5  PROCEEDINGS  AND DOCUMENTS.  All proceedings in connection with
the  transactions  contemplated by this Agreement,  the other Loan Documents and
all  other  documents  incident  thereto  shall be  reasonably  satisfactory  in
substance and in form to the Lenders and to the Agent's counsel, and the Lenders
and such  counsel  shall have  received  all  information  and such  counterpart
originals  or  certified  or other  copies  of such  documents  as the Agent may
reasonably request.


                                       13
<PAGE>



          5.2.6 NO  ADVERSE  CHANGES.  There  shall not have  been any  material
adverse change in the financial condition,  business, affairs of the Borrower or
the  Guarantors  since the date of this  Agreement  which in Agent's  good faith
judgment  may  jeopardize  in a material  manner the ability of the  Borrower or
Guarantors to perform fully their respective  obligations  under each applicable
Loan Document.

          5.2.7 OTHER CERTIFICATES.  Agent shall have received and approved such
other documents and  certificates as Agent may reasonably  request,  in form and
substance reasonably satisfactory to Agent.

6.   WARRANTIES AND REPRESENTATIONS.  The  Borrower  warrants  and represents to
Agent and each of the  Lenders for the  express  purpose of inducing  Lenders to
enter into this Agreement,  to make each Warehousing  Advance,  and to otherwise
complete all of the transactions  contemplated  hereby,  that, as of the date of
this Agreement and upon the date of each Warehousing Advance as follows:

     6.1 FINANCIAL INFORMATION. True and complete copies of financial statements
of the Borrower and the Guarantors  have been delivered to Agent and each of the
Lenders and the same fairly present the financial condition of such Person as of
the date  thereof  and no  material  and  adverse  change has  occurred  in such
financial  condition  since the date thereof.  All financial  statements of such
Persons  hereafter  furnished  to Agent or any of the Lenders  shall be true and
complete copies thereof and shall fairly present the financial condition of such
Person as of the date thereof.

     6.2 NO VIOLATIONS.  The establishment of the Facility, the obtaining of the
Warehousing  Advances,  and  the  subsequent  payment  and  performance  of  the
Obligations  evidenced and secured by the Loan Documents  shall not constitute a
violation  of, or  conflict  with,  any  other  Legal  Requirement,  Contractual
Obligation or  organizational  document to which the Borrower and/or  Guarantors
are a party or by which any such entity or its property is or may be bound.

     6.3 NO  LITIGATION.  Except  as set  forth on  SCHEDULE  6.3,  there are no
actions,  suits,  proceedings or  investigations  of any kind pending or, to the
knowledge of the Borrower,  threatened against the Borrower, the Guarantors,  or
any of their respective Subsidiaries or Affiliates before any court, tribunal or
administrative agency or board that, if adversely  determined,  would reasonably
be expected to,  either in any case or in the  aggregate,  materially  adversely
affect the properties, assets, financial condition or business of such Person or
materially impair the right of such Person to carry on business substantially as
now  conducted  by it, or result in any  substantial  liability  not  adequately
covered by insurance,  or for which adequate  reserves are not maintained on the
balance sheet of such Person (considering the Borrower and its Subsidiaries as a
single Person for purposes of this Section 6.3), or which  question the validity
of this Agreement or any of the other Loan Documents,  or any action taken or to
be taken pursuant hereto or thereto.

     6.4 FRANCHISES,  PATENTS, COPYRIGHTS, ETC.. The Borrower and the Guarantors
each  possess all  franchises,  patents,  copyrights,  trademarks,  trade names,
licenses and permits,  and rights in respect of the foregoing,  adequate for the
conduct of its business  substantially as now conducted,  without known conflict
with any rights of others.

     6.5 GOOD  TITLE  AND NO LIENS.  The  Borrower  and each of the  Guarantors,
respectively,  are the lawful owner of their  respective  Collateral and are and
will be the  lawful  owner of the  Collateral,  free and  clear of all liens and
encumbrances of any nature  whatsoever,  other than liens in favor of Ginnie Mae
in connection with Ginnie Mae Mortgage Loans,  provided such liens relate to the
subject Mortgage Loan.

     6.6 USE OF  PROCEEDS.  The  proceeds  of the Loan shall be used  solely and
exclusively for those matters set forth in Section 1.2.

     6.7  ORGANIZATION.
          ------------

     The  Borrower is a duly  organized  validly  existing  corporation  in good
standing  under the laws of Delaware and is duly  qualified in the  jurisdiction
where the nature of its  business is such that  qualification  is  required  and
where failure to be so qualified would materially  adversely affect its business


                                       14
<PAGE>



or assets, and has all requisite power and authority to conduct its business and
to own its property,  as now  conducted or owned,  and as  contemplated  by this
Agreement.

          6.7.1 OWNERSHIP, SUBSIDIARIES AND TAXPAYER IDENTIFICATION NUMBERS.
                -----------------------------------------------------------

          (i) All of the  stockholders  of the Borrower and a description of the
     ownership  interests  held  by the  same,  and of  each  of the  Borrower's
     Subsidiaries,  are listed on  SCHEDULE  6.7.1 and no  additional  ownership
     interests,  or  rights  or  instruments  convertible  into  such  ownership
     interests, exist.

          (ii) The  taxpayer  identification  numbers  and state  organizational
     numbers (if applicable) of the foregoing  Persons are accurately  stated on
     SCHEDULE 6.7.1.

          (iii) The Borrower  and the  Guarantors  are each the owner,  free and
     clear of all liens and  encumbrances,  of all of the issued and outstanding
     capital stock,  membership  interests or other equity  interests of each of
     their respective Subsidiaries, except that (u) CM Corp. is the owner of the
     issued and  outstanding  capital stock of the  Borrower,  to the extent set
     forth on SCHEDULE 6.7.1, (v) CM Corp. is the owner of all of the issued and
     outstanding  common  units of Charter Mac Capital,  only,  and to avoid any
     misunderstanding,  CM  Corp.  has no legal or  beneficial  interest  in the
     special  common  units  issued  pursuant to the  Constituent  Documents  of
     Charter  Mac  Capital,  (w)  for  those  Persons  created  by RCC  and  its
     Subsidiaries  for  development  joint  ventures in the  ordinary  course of
     business,  RCC and its Subsidiaries may not own all of the equity interests
     in such  Persons,  (x) CM  Corp.  is the  owner  of all of the  issued  and
     outstanding  common  units of CM  Investor  LLC,  only,  and to  avoid  any
     misunderstanding,  CM  Corp.  has no legal or  beneficial  interest  in the
     special  membership  units issued pursuant to the Constituent  Documents of
     Charter Mac Capital, (y) that CharterMac has pledged to Fleet National Bank
     all of its legal and beneficial ownership interest in CM Holding Trust, and
     (z) CM Holding  Trust has pledged to Fleet  National  Bank all of its legal
     and  beneficial  ownership  interest  in CHARTER MAC EQUITY  ISSUER  TRUST.
     Except as set forth on SCHEDULE 6.7.1, all shares of such stock, membership
     interests, or other equity interests have been validly issued and are fully
     paid and  nonassessable and no rights to subscribe to any additional shares
     have  been  granted,  and no  options,  warrants,  or  similar  rights  are
     outstanding except as set forth on SCHEDULE 6.7.1.


          6.7.2 AUTHORIZATION.  The execution,  delivery and performance of this
     Agreement  and the  other  Loan  Documents  to which the  Borrower  and the
     Guarantors are to become a party and the transactions  contemplated  hereby
     and thereby (i) are within the  authority  of such  Person,  (ii) have been
     duly  authorized  by all  necessary  corporate  proceedings,  (iii)  do not
     conflict  with or  result  in any  breach  or  contravention  of any  Legal
     Requirement to which such Person is subject or any judgment,  order,  writ,
     injunction,  license or permit  applicable to such Person,  and (iv) do not
     conflict  with any  provision of such  Person's  organization  documents or
     other charter  documents or bylaws of, or  Contractual  Obligation,  except
     where  such  conflict  would not have a  materially  adverse  effect on the
     business, assets or financial condition of such Person.

     6.8 VALID AND BINDING.  Each of the Loan Documents  constitute legal, valid
and binding  obligations of the Borrower and the Guarantors under the respective
Loan Document to which they are party, in accordance  with the respective  terms
thereof,  subject  to  bankruptcy,   insolvency  and  similar  laws  of  general
application  affecting the rights and remedies of creditors and, with respect to
the  availability  of the  remedies  of  specific  enforcement,  subject  to the
discretion of the court before which any proceeding therefor may be brought.

     6.9 DEFERRED  COMPENSATION  AND ERISA.  Neither the Borrower nor any entity
that could be treated as a single  employer  with the  Borrower  under  Internal
Revenue Code Section 414(b), (c), (m), (n) or (o), now or at any time during the
sixty month  period  ending on the date  hereof,  sponsor(ed),  maintain(ed)  or
contribute(d)  to (or have or had an obligation  to contribute  to) any pension,
profit sharing, stock option, insurance or other arrangement or plan for current
or former  employees  that is  subject  to Title IV of the  Employer  Retirement
Income  Security  Act of 1974,  as now or hereafter  amended  ("ERISA") or ERISA
Section 302 except as may be identified to Agent in writing (which writing shall
be supplemented, within 30 days of Agent's request, by a copy of the arrangement
or  plan,  and the  financial  statements  and  accountant's  reports  for  such
arrangement  or plan) by the Borrower  from time to time  ("ERISA  Plan") and no
"Reportable  Event," as defined  for  purposes  of  Section  4043 of ERISA,  has
occurred  with  respect to any such ERISA Plan.  The  granting of the Loan,  the
performance by the Borrower of its obligations under the Loan Documents, and the


                                       15
<PAGE>



Borrower's  conducting  of its  operations  do not  and  will  not  violate  any
provisions of ERISA or any ERISA Plan.

     6.10 NO  MATERIALLY  ADVERSE  CONTRACTS,  ETC.  None of the Borrower or the
Guarantors nor any of their  respective  Subsidiaries is subject to any charter,
corporate or other legal restriction,  or any judgment,  decree,  order, rule or
regulation  that has or is expected in the future to have a  materially  adverse
effect on the business,  assets or financial  condition of such Person.  None of
the Borrower or the Guarantors  nor any of their  respective  Subsidiaries  is a
party to any contract or agreement  that has or is expected,  in the judgment of
the  such  Person's  officers,  to have any  materially  adverse  effect  on the
business of such Person or such Person's Subsidiaries.

     6.11 COMPLIANCE WITH OTHER INSTRUMENTS,  LAWS, ETC. None of the Borrower or
the Guarantors nor any of their  respective  Subsidiaries is in violation of any
provision  of its  charter  or other  organization  documents,  by-laws,  or any
Contractual Obligations or any Legal Requirements, in any of the foregoing cases
in a manner that could  result in the  imposition  of  substantial  penalties or
materially and adversely affect the financial condition,  properties or business
of such Person or such Person's Subsidiaries.

     6.12 TAX STATUS.  The  Borrower  and the  Guarantors  and their  respective
Subsidiaries  (a) have made or filed all federal and state  income and all other
tax returns, reports and declarations required by any jurisdiction to which such
Person is subject,  (b) have paid all taxes and other  governmental  assessments
and  charges  shown  or  determined  to be  due on  such  returns,  reports  and
declarations,  except  those being  contested  in good faith and by  appropriate
proceedings  with adequate  reserves taken in accordance with GAAP, and (c) have
set aside on its books  provisions  reasonably  adequate  for the payment of all
taxes for periods  subsequent to the periods to which such  returns,  reports or
declarations  apply. Except for taxes being contested as provided in clause (b),
above, there are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction,  and the officers of the foregoing Persons
know of no basis for any such claim.

     6.13 HOLDING COMPANY AND INVESTMENT  COMPANY ACTS. None of the Borrower nor
any of its Subsidiaries is 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.

     6.14 CERTAIN TRANSACTIONS.  Except as set forth in SCHEDULE 6.14 hereof, as
of the date of this Agreement,  none of the officers,  trustees,  directors,  or
employees of the Borrower or any of their  Subsidiaries  is presently a party to
any transaction with the Borrower or any of their  Subsidiaries  (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  (i) providing for the furnishing of services to
or by, (ii)  providing  for rental of real or personal  property to or from,  or
(iii) otherwise requiring payments to or from, any officer, trustee, director or
such employee or any  corporation,  partnership,  trust or other entity in which
any officer, trustee,  director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.

     6.15  REGULATIONS U AND X. No portion of any  Warehousing  Advance is to be
used for the purpose of purchasing or carrying any "margin  security" or "margin
stock" as such terms are used in  Regulations  U and X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

     6.16 LOAN  DOCUMENTS.  All of the  representations  and  warranties  of the
Borrower and the Guarantors made in their respective Loan Documents are true and
correct in all material respects.

     6.17 NO MATERIAL  CHANGE:  NO DEFAULT.  There has been no material  adverse
change in the financial condition,  business,  affairs of any of the Borrower or
the  Guarantors,  or their  respective  Subsidiaries  since the date of its last
financial  statement  most recently  delivered to the Agent.  No Default  exists
under any of the Loan Documents.


                                       16
<PAGE>



     6.18 NO BROKER OR FINDER. None of the Borrower nor anyone on behalf thereof
has dealt with any broker,  finder or other person or entity who or which may be
entitled to a broker's or finder's  fee, or other  compensation,  payable by the
Agent or any of the Lenders in connection with this Loan.

     6.19  BACKGROUND   INFORMATION  AND   CERTIFICATES.   All  of  the  factual
information  contained or referred to in Section 1 of this  Agreement and in the
Exhibits and Schedules to this Agreement,  and in the certificates  furnished to
the  Agent  or  any of the  Lenders  by or on  behalf  of  the  Borrower  or the
Guarantors in connection with this Agreement or any other Loan Document, is true
and complete in all material  respects,  and omits no material fact necessary to
make the same not misleading.

     6.20 SERVICING. SCHEDULE 6.20 is a true and complete list of the Borrower's
Servicing Portfolio. All of the Borrower's Servicing Contracts are in full force
and effect, and are unencumbered by Liens. No default or event that, with notice
or lapse of time or  both,  would  become a  default,  exists  under  any of the
Borrower's Servicing Contracts.

     6.21  ASSUMED  NAMES The  Borrower  does not  originate  Mortgage  Loans or
otherwise  conduct  business  under any names  other than its legal name and the
assumed names set forth on SCHEDULE  6.21. The Borrower has made all filings and
taken all other action as may be required under the laws of any  jurisdiction in
which it originates  Mortgage  Loans or otherwise  conducts  business  under any
assumed name. The Borrower's use of the assumed names set forth on SCHEDULE 6.21
does not conflict  with any other  Person's  legal rights to any such name,  nor
otherwise give rise to any liability by the Borrower to any other Person.

     Each  request  by  the  Borrower  for  a  Warehousing  Advance:  (i)  shall
constitute an affirmation by the Borrower on behalf of itself that the foregoing
representations  and  warranties  remain true and correct as of the date of such
request  (except as to matters  specifically  disclosed  in writing to Agent and
each of the Lenders prior to or  simultaneously  with such written request,  and
except to the extent of changes  resulting from  transactions  contemplated  and
permitted by this Agreement and the other Loan  Documents and changes  occurring
in the  ordinary  course of  business  that singly or in the  aggregate  are not
materially  adverse,  and except to the  extent  that such  representations  and
warranties  relate  expressly to an earlier date) and,  unless Agent and each of
the  Lenders  is  notified  to the  contrary  prior to the  disbursement  of the
requested  Warehousing  Advance,  will be so on the  date  of  such  Warehousing
Advance,  and (ii) shall  constitute  the  representation  and  warranty  of the
Borrower that the information set forth in each such request is true and correct
and omits no material fact necessary to make the same not misleading.

7.   COVENANTS. The Borrower covenants  and agrees that from the date hereof and
so  long  as  Lenders  have  any  obligation  to make  the  Warehousing  Advance
hereunder,  or any  indebtedness  is outstanding  hereunder,  or any Warehousing
Advance or other Obligations remain outstanding, as follows:

     7.1 PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or cause to
be paid the principal and interest on the Loan and all interest,  fees and other
Obligations provided for in this Agreement,  all in accordance with the terms of
this  Agreement and the Notes,  as well as all other sums owing  pursuant to the
Loan Documents.

     7.2  MAINTENANCE OF OFFICE.  The Borrower will maintain its chief executive
office in Jersey City,  New Jersey,  or at such other place in the United States
of America as the Borrower  shall  designate  upon not less than forty five (45)
days prior written notice to the Agent.

     7.3 RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of its
Subsidiaries  to keep,  true and accurate  records and books of account in which
full,  true and correct  entries  will be made in  accordance  with GAAP and (b)
maintain  adequate accounts and reserves for all taxes (including income taxes),
depreciation  and  amortization  of its  properties  and the  properties  of its
Subsidiaries, contingencies, and other reserves.

     7.4  NOTICES.
          -------

          7.4.1 DEFAULTS. The Borrower will promptly notify the Agent in writing
of the occurrence of any Default known to the Borrower. If any Person shall give
any notice or take any other action in respect of a claimed default  (whether or


                                       17
<PAGE>



not constituting a Default) under this Agreement or under any note,  evidence of
indebtedness,  indenture or other  obligation  to which or with respect to which
the  Borrower  or any of its  Subsidiaries  is a party or  obligor,  whether  as
principal or surety,  and such  default  would permit the holder of such note or
obligation or other evidence of indebtedness to accelerate the maturity thereof,
which  acceleration  would have a material  adverse effect on the Borrower,  the
Borrower shall  forthwith  give written notice thereof to the Agent,  describing
the notice or action and the nature of the claimed default.

          7.4.2  NOTIFICATION OF CLAIMS AGAINST  COLLATERAL.  The Borrower will,
promptly  upon (but in any event not later  than ten (10) days  after)  becoming
aware  thereof,  notify  the Agent in  writing  of any  events  relating  to the
Collateral  that  materially  adversely  affect  the  rights of the Agent or the
Lenders with respect thereto.

          7.4.3 NOTICE OF LITIGATION AND JUDGMENTS.  The Borrower will, and will
cause each of its  Subsidiaries,  the  Guarantors  and any  Subsidiaries  of the
Guarantors  to,  give  notice to the Agent and each of the  Lenders  in  writing
(within ten (10) days of the date on which any such Person  shall  become  aware
thereof) of any litigation or proceedings  threatened or any pending  litigation
and proceedings affecting such Person or to which such Person is or is to become
a party involving an amount in controversy  exceeding  $250,000.00 or that could
reasonably  be expected to have a materially  adverse  effect on such Person and
stating the nature and status of such  litigation or  proceedings.  The Borrower
will,  and  will  cause  each  of  its  Subsidiaries,  the  Guarantors  and  any
Subsidiaries  of the  Guarantors  to,  give  notice to the Agent and each of the
Lenders,  in writing,  in form and detail  satisfactory to the Agent and each of
the  Lenders,  (within ten (10) days of the date on which any such Person  shall
become aware  thereof) of any judgment in excess of  $250,000.00  not covered by
insurance, final or otherwise, against such Persons.

          7.4.4 ELIGIBILITY IMPAIRED. The Borrower will give notice to the Agent
and each of the Lenders of (x) the suspension,  revocation or termination of the
Borrower's eligibility,  in any respect, as approved lender,  seller/servicer or
issuer as described under Section 8.1, and (y) the transfer, loss, nonrenewal or
termination  of any  Servicing  Contracts to which the  Borrower is a party,  or
which is held for the benefit of the Borrower, and the reason for that transfer,
loss, nonrenewal or termination.

     7.5 FINANCIAL  STATEMENTS AND REPORTS.  The Borrower shall furnish or cause
to be  furnished  to the Agent and each of the  Lenders  from time to time,  the
following financial  statements and reports and other information,  all in form,
manner of presentation and substance reasonably acceptable to Agent:

          7.5.1 ANNUAL STATEMENTS. As soon as practicable,  but in any event not
later than one  hundred  twenty  (120) days after the end of each fiscal year of
the Borrower, the audited consolidated and unaudited consolidating balance sheet
of the Borrower and its  Subsidiaries  at the end of such year,  and the related
statements  of  earnings  and cash flows for such year,  each  setting  forth in
comparative  form  the  figures  for the  previous  fiscal  year  and  all  such
statements to be in reasonable  detail,  prepared in accordance  with GAAP,  and
accompanied  by  an  auditor's  report  prepared  without  qualification  by  an
independent certified public accountant reasonably acceptable to the Agent.

          7.5.2  PROJECTIONS.  As  soon  as  practicable,   but  no  later  than
forty-five  (45) days prior to the end of each fiscal year of the Borrower,  the
Borrower shall provide the Agent with the operating projections for the Borrower
for the next fiscal year in a form satisfactory to the Agent.

          7.5.3 QUARTERLY STATEMENTS.  As soon as practicable,  but in any event
not later than  forty-five (45) days after the end of each fiscal quarter of the
Borrower  (including  for the fourth fiscal  quarter,  which shall be subject to
normal  year end  audit  adjustments),  the  management  prepared  consolidating
balance sheet of the Borrower and its  Subsidiaries  at the end of such quarter,
and the related  management  prepared  consolidating  statements of earnings for
such  quarter,  each  setting  forth in  comparative  form the  figures  for the
previous  fiscal  quarter and all such  statements to be in  reasonable  detail,
prepared in accordance with GAAP.

          7.5.4 PIPELINE  REPORTS At the Agent's request,  a commitment  summary
and pipeline report dated as of the end of such month.


                                       18
<PAGE>



          7.5.5 PUBLIC  FILINGS.  Within ten (10) Business Days after the filing
or mailing thereof,  copies of all material of a financial nature filed with the
Securities  and  Exchange  Commission  or sent  to the  public  stockholders  of
CharterMac.

          7.5.6 COMPLIANCE  CERTIFICATE.  Concurrently  with the delivery of the
financial  statements  referred to in Sections  7.5.1,  7.5.2 and 7.5.3 above, a
certificate  (to be in the form of  EXHIBIT G or on such other form as the Agent
may from time to time prescribe) of an Authorized  Representative  stating that,
to the best of such Authorized Representative's knowledge, the Borrower and each
of the  Guarantors  during such period  observed or  performed  in all  material
respects  all of their  covenants  and other  agreements,  and  satisfied in all
material respects every material  condition,  contained in this Agreement or the
other Loan  Documents to be observed,  performed or satisfied by them,  and that
such Authorized  Representative  has obtained no knowledge of any Default except
as  specified  in such  certificate  and  such  certificate  shall  include  the
calculations in reasonable detail required to indicate the Borrower's compliance
with Section 7.26.

          7.5.7  ACCOUNTANT'S  LETTERS.  Contemporaneously  with the  Borrower's
receipt thereof,  copies of all accountants' management letters delivered to the
Borrower,  its Subsidiaries,  either of the Guarantors or any of the Guarantors'
Subsidiaries.

          7.5.8  SERVICING  PORTFOLIO  REPORT.  As soon as available  and in any
event  within 60 days after the end of each  calendar  quarter,  a  consolidated
report ("Servicing  Portfolio Report") as of the end of the calendar quarter, as
to all Mortgage  Loans the  servicing  rights to which are owned by the Borrower
(specified by investor type,  recourse and  non-recourse)  regardless of whether
the  Mortgage  Loans are Pledged  Loans.  The  Servicing  Portfolio  Report must
indicate which Mortgage Loans (1) are current and in good standing, (2) are more
than 30, 60 or 90 days past due,  (3) are the subject of pending  bankruptcy  or
foreclosure  proceedings,  or (4) have been  converted  (through  foreclosure or
other  proceedings  in lieu of  foreclosure)  into real  estate  owned  by,  the
Borrower.

          7.5.9 PRODUCTION  REPORT. As soon as available and in any event within
forty-five  (45) days after the end of each  fiscal  quarter  in the  Borrower's
fiscal year, a consolidated  loan production report as of the end of that fiscal
quarter,  presenting  the total dollar  volume and the number of Mortgage  Loans
originated and closed or purchased during that fiscal quarter and for the fiscal
year-to-date, specified by property type and loan type.

          7.5.10 OTHER REPORTS.  Other reports in respect of Pledged Assets,  in
such detail and at such times as Agent in its discretion may reasonably request.

          7.5.11  AGENCY  NOTICES.  With  reasonable  promptness,  such  further
information  regarding  the  business,   operations,   properties  or  financial
condition of the Borrower as Agent may reasonably  request,  including copies of
any audits  completed by HUD,  Ginnie Mae, Fannie Mae or Freddie Mac, as well as
any material notices to the Borrower from any of the foregoing Persons.

          7.5.12 VALUATION OF SERVICING PORTFOLIO As soon as practicable, but in
any event not later than sixty (60) days after the end of each fiscal quarter of
the Borrower,  the management  prepared valuation of Servicing Portfolio in form
and substance satisfactory to the Lender.

          7.5.13 ADDITIONAL FINANCIAL  INFORMATION.  From time to time, within a
reasonable  period  of  time of the  request,  such  other  financial  data  and
information as the Agent or any Lender may reasonably request.

     7.6  EXISTENCE; CONDUCT OF BUSINESS.
          ------------------------------

          7.6.1 (a) Except as a consequence of a transaction  permitted pursuant
to  Section  7.18.1  (i),  the  Borrower  will do or cause to be done all things
necessary  to  preserve  and keep in full force and effect  its  existence  as a
Delaware corporation.

               (b) The Borrower will do or cause to be done all things necessary
to  preserve  and keep in full force all of its rights  and  franchises,  except
where such failure  would not have a material  adverse  effect on the  business,
assets or financial  condition of the Borrower or any  Guarantor or any of their
Subsidiaries.


                                       19
<PAGE>



               (c)  The  Borrower  will  only  engage  in the  mortgage  banking
business  with a primary  focus on  multifamily  mortgages  consistent  with its
historical business.

          7.6.2 Without  limiting the provisions of Section 7.6.1,  the Borrower
shall  preserve  and  maintain  all  of its  rights,  privileges,  licenses  and
franchises  necessary  or  desirable  in the  normal  conduct  of its  business,
including its eligibility as lender,  seller/servicer and issuer described under
Section 8.1; conduct its business in an orderly and efficient manner; maintain a
net worth of  acceptable  assets as required for  maintaining  their  respective
eligibilities as lender, seller/servicer and issuer described under Section 8.1;
and make no material change in the nature or character of its business or engage
in any  business  in which  it was not  engaged  on the date of this  Agreement,
except as permitted by the Agreement.

     7.7  INSURANCE.  SCHEDULE 7.7 sets forth all presently  existing  insurance
maintained by the Borrower. The Borrower will maintain insurance with respect to
its other  properties,  and will cause each of its Subsidiaries to maintain with
financially  sound  and  reputable  insurers,  insurance  with  respect  to such
properties and its business  against such casualties and  contingencies as shall
be in accordance  with the general  practices of  businesses  engaged in similar
activities in similar geographic areas and in amounts, containing such terms, in
such forms and for such periods as may be reasonable and prudent.

     7.8 TAXES AND TRADE DEBT.  The  Borrower  will,  and will cause each of its
Subsidiaries  to, duly pay and  discharge,  or cause to be paid and  discharged,
before  the  same  shall  become  overdue,  all  taxes,  assessments  and  other
governmental  charges  imposed  upon  it and  its  real  properties,  sales  and
activities, or any part thereof, or upon the income or profits therefrom, except
for those taxes,  assessments  or charges which any such Person is contesting in
good faith by  appropriate  proceedings  and with  respect to which  appropriate
reserves have been established and are being maintained in accordance with GAAP.

     7.9 COMPLIANCE WITH LAWS, CONTRACTS,  LICENSES,  AND PERMITS.  Except where
the failure to comply would not have a material  adverse effect on the business,
operations,  properties,  assets, or financial  condition of the Borrower or the
Guarantors and their respective Subsidiaries, the Borrower will comply with, and
will cause each of the foregoing Persons to comply with (a) all applicable Legal
Requirements now or hereafter in effect wherever its business is conducted,  (b)
the  provisions  of  its  Constituent  Documents,   (c)  all  of  such  Person's
Contractual  Obligations,  (d) all agreements  and  instruments to which it is a
party  or by  which  it or any of  its  properties  may be  bound  and  (e)  all
applicable decrees,  orders, and judgments.  If at any time while any Obligation
is outstanding or the Lenders have any obligation to make  Warehousing  Advances
hereunder  any  Governmental   Authorization  or  other  third  party  consents,
approvals,  or  notifications  shall become  necessary or required in order that
Borrower  may  fulfill  any of its  obligations  hereunder,  the  Borrower  will
promptly take or cause to be taken all reasonable  steps within the power of the
Borrower  to  obtain  such  Governmental  Authorization  or  other  third  party
consents,  approvals,  or  notifications,  and furnish the Agent and the Lenders
with  evidence  thereof,  unless the  failure to do so would not have a material
adverse affect on the Borrower, any of the Guarantors or any of their respective
Subsidiaries.

     7.10  BANK  ACCOUNTS.   To  permit  the  Agent  to  monitor  the  financial
performance  of the Borrower,  the Borrower  shall  maintain its sole  Operating
Accounts,  other primary  deposit and  investment  accounts,  and all escrow and
custodial  accounts  with  Fleet  National  Bank,  a Bank  of  America  Company.
Notwithstanding  the foregoing,  the Borrower shall be permitted to maintain the
Fannie Mae Reserve Account at US Bank.

     7.11 CLOSING INSTRUCTIONS.  The Borrower shall Indemnify and hold Agent and
each Lender and all those  claiming  by,  through or under the Agent and each of
the Lenders, harmless from and against any loss, including reasonable attorneys'
fees and costs,  attributable  to the  failure of any title  insurance  company,
agent or approved attorney to comply with Borrower's disbursement or instruction
letter  relating to any Mortgage Loan.  Agent has the right to  pre-approve  the
Borrower's  disbursement or instruction  letter to the title insurance  company,
agent or approved attorney in any case in which the Borrower intends to obtain a
Warehousing  Advance against the Mortgage Loan to be created at settlement or to
pledge that Mortgage Loan as Collateral  under this  Agreement.  The  Borrower's
disbursement or instruction letter must state that Agent, for the benefit of the
Lenders has a security  interest in any amounts advanced to fund a Mortgage Loan
and in the  Mortgage  Loan funded with those  amounts and must require the title
insurance  company,  agent or approved  attorney  involved in the transaction to
return any  amounts  advanced  by any  Lender and not used to fund the  Mortgage
Loan.


                                       20
<PAGE>



     7.12 OTHER LOAN  OBLIGATIONS The Borrower shall perform all of its material
obligations  under the terms of each loan agreement,  note,  mortgage,  security
agreement or debt  instrument  by which the Borrower is bound or to which any of
its  property is subject,  and promptly  notify  Lender in writing of a declared
default under or the termination,  cancellation,  reduction or nonrenewal of any
of its other lines of credit or agreements with any other lender.  SCHEDULE 7.12
is a true and complete  list of all such lines of credit or agreements as of the
date of this Agreement.

     7.13 FURTHER  ASSURANCES.  The Borrower will cooperate with, and will cause
each of the Guarantors  and its and their  Subsidiaries  to cooperate  with, the
Agent and the Lenders and each such Person execute such further  instruments and
documents  as any Lender or the Agent shall  reasonably  request to carry out to
their satisfaction the transactions contemplated by this Agreement and the other
Loan Documents.

     7.14 RESTRICTIONS ON LIENS, TRANSFERS AND ADDITIONAL DEBT.
          ----------------------------------------------------

          7.14.1  RESTRICTIONS ON INDEBTEDNESS.  The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

               (i)  Indebtedness  to the Lenders  arising  under any of the Loan
     Documents;

               (ii)  Current  liabilities  of the  Borrower or its  Subsidiaries
     incurred in the ordinary  course of business  but not incurred  through (i)
     the  borrowing of money,  or (ii) the obtaining of credit except for credit
     on an open  account  basis  customarily  extended  and in fact  extended in
     connection with normal purchases of goods and services;

               (iii) Indebtedness in respect of taxes, assessments, governmental
     charges  or levies and claims for  labor,  materials  and  supplies  to the
     extent that payment  therefor  shall not at the time be required to be made
     in accordance  with the  provisions  of Section 7.8;

               (iv)   Secured   purchase   money  debt  or   capitalized   lease
     obligations;

               (v) Indebtedness in respect of judgments or awards that have been
     in force for less than the  applicable  period for taking an appeal so long
     as execution is not levied  thereunder  or in respect of which the Borrower
     shall at the time in good faith be prosecuting an appeal or proceedings for
     review and in respect of which a stay of execution shall have been obtained
     pending such appeal or review;

               (vi)  Endorsements  for  collection,  deposit or negotiation  and
     warranties  of products or services,  in each case incurred in the ordinary
     course of business;

               (vii) Up to $750,000  of  Indebtedness  incurred in the  ordinary
     course of business for capital expenditures (e.g computer system);

               (viii)  Indebtedness to Fannie Mae,  Freddie Mac, Ginnie Mae, FHA
     or other  parties with whom the Borrower  and its  Subsidiaries  originate,
     sell, repurchase or service Mortgage Loans, to the extent directly relating
     to or arising out of such origination,  sale,  repurchase,  or servicing in
     the ordinary course of business consistent with past practices;

               (ix)   Indebtedness   secured  by  real  property  acquired  upon
     foreclosure  of Mortgages,  which,  either (x) is so secured at the time of
     such acquisition,  or (y) is directly related to such real property, not in
     excess of the fair market value  thereof,  and  reasonably  expected by the
     Borrower or the subject  Subsidiary to be recovered  from the sale or other
     disposition of the subject real property;

               (x) Unsecured  Indebtedness  for borrowed  money  incurred in the
     ordinary course of business and not exceeding  $750,000,  plus intercompany
     liabilities  which  have a maturity  date which is later than the  Maturity
     Date  and  which  are   subordinated   to  the   Obligations   pursuant  to


                                       21
<PAGE>



     subordination  agreements reasonably  satisfactory to the Agent which shall
     permit repayment as long as (A) no Default then exists,  and (B) no Default
     would  thereupon  occur  (including  on a pro forma basis as if  applicable
     financial covenants were tested as of the date of such repayment;

               (xi) Indebtedness  (exclusive of the Indebtedness  referred to in
     clause (x) above)  incurred to finance no greater than 100% of the purchase
     or leasing of equipment, in the ordinary course of business;

               (xii)  Indebtedness  incurred in the ordinary  course of business
     secured by one or more  specific  assets,  in each  instance the  principal
     amount  of which  shall  not  exceed  the GAAP  book  value of the  subject
     asset(s);

               (xiii)  Guaranties by the Borrower for the benefit of Freddie Mac
     or Fannie Mae regarding obligations of Capri Capital Finance LLC, or any of
     the Borrower's  Subsidiaries in the ordinary course of business  consistent
     with past practices; and

               (xiv) other  Indebtedness  existing on the date of this Agreement
     and listed and described on SCHEDULE 7.14.1 hereto.

          7.14.2  RESTRICTIONS  ON LIENS,  ETC.  Except in  connection  with its
purchase,  origination  and sale from time to time of Mortgage Loans and related
assets in the ordinary  course of business as conducted on the  Agreement  Date,
the  Borrower  will not,  and will not  permit any of its  Subsidiaries  to, (a)
create  or incur or  suffer  to be  created  or  incurred  or to exist any lien,
encumbrance, mortgage, pledge, charge, restriction or other security interest of
any kind upon any of its property or assets of any  character  whether now owned
or hereafter acquired, or upon the income or profits therefrom; (b) transfer any
of its property or assets or the income or profits  therefrom for the purpose of
subjecting the same to the payment of  Indebtedness  or performance of any other
obligation  in priority to payment of its general  creditors;  (c)  acquire,  or
agree or have an option to acquire, any property or assets upon conditional sale
or other  title  retention  or  purchase  money  security  agreement,  device or
arrangement;  (d)  suffer to exist for a period  of more than  thirty  (30) days
after the same  shall have been  incurred  any  Indebtedness  or claim or demand
against it that if unpaid  might by law or upon  bankruptcy  or  insolvency,  or
otherwise,  be given any priority whatsoever over its general creditors;  or (e)
sell,  assign,  pledge or otherwise  transfer  any  accounts,  contract  rights,
general intangibles, chattel paper or instruments, with or without recourse; (f)
agree to a negative  pledge in favor of any  Person  other than the Agent or the
Lenders  pursuant  to the  Acquisition  Facility  with  respect to any assets or
rights,  now owned or  hereafter  arising  provided  that the  Borrower  and any
Subsidiary  of the  Borrower  may  create or incur or suffer  to be  created  or
incurred or to exist:

               (i) liens on properties to secure  taxes,  assessments  and other
     government charges or claims for labor,  material or supplies in respect of
     obligations  not  overdue  or which are being  contested  in good  faith by
     appropriate   proceedings  for  which  adequate   reserves   determined  in
     accordance  with GAAP have been  established  (and as to which the property
     subject  to any  such  lien  is  not  yet  subject  to  foreclosure,  sale,
     collection, levy or loss on account thereof);

               (ii)  deposits or pledges made in  connection  with, or to secure
     payment  of,  workmen's  compensation,   unemployment  insurance,  old  age
     pensions or other social security obligations;

               (iii) liens on properties the Indebtedness  with respect to which
     is permitted by Section 7.14.1(iv);

               (iv)  presently  outstanding  liens  listed  on  SCHEDULE  7.14.2
     hereto;

               (v) liens in favor of the Agent  and the  Lenders  under the Loan
     Documents;  liens securing  Indebtedness to Fannie Mae, Freddie Mac, Ginnie
     Mae,  FHA or other  parties  with  whom the  Borrower  or its  Subsidiaries
     originate,  sell,  repurchase or otherwise  service Mortgage Loans provided
     such liens  relate to the  foregoing  transactions,  but only to the extent
     directly relating to or arising out of such origination,  sale, repurchase,
     or servicing in the ordinary course of business;


                                       22
<PAGE>



               (vi)  liens  securing   Indebtedness  secured  by  real  property
     acquired upon foreclosure of Mortgages,  which either (x) is so securing at
     the time of such  acquisition,  or (y) is  directly  related  to such  real
     property,  not in excess of the fair market value  thereof,  and reasonably
     expected by the Borrower or the subject Subsidiary to be recovered from the
     sale or other disposition of the subject real property;

               (vii) liens arising from good faith  deposits in connection  with
     or to secure performance of tenders,  bids, leases,  government  contracts,
     performance  and  return-of-money   bonds  and  other  similar  obligations
     incurred in the  ordinary  course of business  (other than  obligations  in
     respect of the payment of borrowed money);

               (viii) liens arising from good faith deposits in connection  with
     or to secure  performance  of statutory  obligations  and surety and appeal
     bonds;

               (ix) easements,  rights-of-way,  restrictions  (including  zoning
     restrictions),  matters of plat, minor defects or  irregularities  in title
     and other similar  charges or  encumbrances  not, in any material  respect,
     impairing the use of the encumbered property for its intended purposes;

               (x) liens  securing  Indebtedness  permitted  pursuant to Section
     7.14.1(xi),  provided such lien does not extend beyond the equipment  which
     is the subject of the Indebtedness;

               (xi)  liens  securing  credit  enhancement   products  supporting
     multi-family  housing  project  bonds or other  financing  of  multi-family
     housing  projects in the ordinary course of business which  indebtedness is
     permitted pursuant to Section 7.12.1(xiv)(A);

               (xii) liens in favor of Ginnie Mae in connection  with Ginnie Mae
     Mortgage Loans, provided such liens relate to the subject Mortgage Loan.

     7.15  DISTRIBUTIONS.  So long as no Default has occurred and is  continuing
(unless  waived  by Agent and the  Requisite  Lenders  as set  forth in  Section
11.4.1), or will occur with the making of any such payment or distributions, the
Borrower may make any payments or distributions to the Guarantors and Affiliates
of   the   Guarantor   ("Permitted   Distributions").   Other   than   Permitted
Distributions,  the  Borrower  shall make no  payments or  distributions  to the
Guarantors or Affiliates of the Guarantors.

     7.16  RESTRICTIONS  ON  INVESTMENTS.  The  Borrower  will not, and will not
permit  any of its  Subsidiaries  to  make  or  permit  to  exist  or to  remain
outstanding any Investment except an Investment which is in:

               (i) Cash Equivalents  (provided,  however, the Fannie Mae Reserve
     Account may be invested for a period that exceeds 364 days); and

               (ii) property  acquired in the normal and ordinary  course of the
     Borrower's  present  business of originating and purchasing  Mortgage Loans
     (including  property  acquired on  foreclosure  of Mortgages and, as to the
     Borrower and its  Subsidiaries,  the  origination  and purchase of Mortgage
     Loans  in the  ordinary  course  of their  business)  as  conducted  on the
     Agreement Date and any other business permitted under this Agreement.

     7.17 INDEMNIFICATION  AGAINST PAYMENT OF BROKERS' FEES. The Borrower agrees
to defend,  indemnify and hold  harmless  Agent and each of the Lenders from and
against  any and all  liabilities,  damages,  penalties,  costs,  and  expenses,
relating  in any  manner to any  brokerage  or  finder's  fees in respect of the
Facility (except as resulting from the Agent's or any Lender's action).

     7.18 MERGER, CONSOLIDATION.
          ---------------------

          7.18.1  The  Borrower  will  not,  and  will  not  permit  any  of its
Subsidiaries to, become a party to any merger or  consolidation,  or agree to or
effect any asset  acquisition or disposition or stock acquisition or disposition
(other than the  acquisition or disposition of assets in the ordinary  course of


                                       23
<PAGE>



business   consistent  with  past   practices,   including  the  acquisition  or
disposition of Mortgage Loans and property acquired on foreclosure of Mortgages)
except (i) the merger or consolidation of one or more of the Subsidiaries of the
Borrower with and into the Borrower,  (ii) the merger or consolidation of two or
more  Subsidiaries  of the  Borrower,  and (iii) other  dispositions  of Service
Contracts  in an  amount  not to  exceed  five  percent  (5%)  of the  Servicing
Portfolio during any twelve (12) month period.

          7.18.2  The  Borrower  will  not,  and  will  not  permit  any  of its
Subsidiaries  to cease  actively  to engage in the  business of  originating  or
acquiring  Mortgage  Loans or make any other  material  change in the  nature or
scope of the  business in which each such Person  engages as of the date of this
Agreement.

          7.18.3  The  Borrower  will  not,  and  will  not  permit  any  of its
Subsidiaries to sell, assign,  lease,  convey,  transfer or otherwise dispose of
(whether in one transaction or a series of transactions)  all or any substantial
part of such Person's  business or assets,  whether now owned or acquired  after
the Closing Date, other than, in the ordinary course of business consistent with
past practices and to the extent not otherwise prohibited by this Agreement,  to
a  Subsidiary  of  the  Borrower,   and  sales  of  (1)  Mortgage   Loans,   (2)
Mortgage-backed  Securities , (3) Servicing Contracts and (4) other dispositions
of Serviced  Loans in an amount not to exceed five percent (5%) of the Servicing
Portfolio during any twelve (12) month period.

          7.18.4  The  Borrower  will  not,  and  will  not  permit  any  of its
Subsidiaries  to  issue  any  additional  ownership  interests,   or  rights  or
instruments convertible into such ownership interests,  except for (i) Permitted
Transfers, and (ii) those transactions set forth on SCHEDULE 6.7.1.

          7.18.5  The  Borrower  will  not,  and  will  not  permit  any  of its
Subsidiaries to change its or their respective taxpayer  identification  numbers
and state  organizational  numbers  unless such Person  shall have  provided the
Agent with not less than forty-five days prior written notice.

     7.19 SUBSIDIARIES.  The Borrower may acquire, form or otherwise invest in a
Subsidiary which engages in the mortgage banking  business  primarily  involving
multi-family  mortgages,  including  purchasing,  servicing and originating such
mortgages. Any Subsidiary created or acquired by the Borrower shall constitute a
"Borrower" as referred to herein.  The Borrower  acknowledges and covenants that
upon the creation or acquisition of any new Subsidiary  permitted hereby, at the
Agent's  option  such  Subsidiary  shall  execute  and  deliver  to the Agent an
agreement reasonably satisfactory to the Agent under which such Subsidiary joins
this Agreement as a Borrower.

     7.20 LOANS AND  ADVANCES.  Except as permitted in Section  7.14.1 and 7.16,
the Borrower will not and will not permit any of its  Subsidiaries  to, make any
loans or advances to any Person  other than  advances to the  Borrower's  or its
Subsidiaries'  employees  in the  ordinary  course of  business  for  reasonable
expenses  to be incurred by such  employees  for the benefit of the  Borrower or
such Subsidiaries.  Notwithstanding the foregoing, the Borrower may purchase and
originate Mortgage Loans in the ordinary course of business consistent with past
practices.

     7.21 FISCAL  YEAR.  The fiscal year of the  Borrower  and its  Subsidiaries
presently  ends on December 31 of each year.  If the  Borrower  shall change its
fiscal year end,  the  Borrower  shall  promptly  furnish the Agent with written
notice thereof.

     7.22 CHARGING  ACCOUNTS.  Agent is hereby  authorized,  on or after the due
date,  to charge  the Cash  Collateral  Account  at Agent with the amount of all
principal and interest payments due under this Agreement, the Notes or the other
Loan Documents and upon the occurrence and during the  continuation  of an Event
of Default, the Agent or any of the Lenders is hereby authorized on or after the
due date, to charge such account at Agent,  or any other deposit  account of the
Borrower  at Agent or any of the  Lenders,  with the amount of all unpaid  fees,
costs and  expenses to which the Agent and the Lenders are  entitled  under this
Agreement.  The failure of Agent to so charge such  account  shall not affect or
limit the Borrower's obligation to make any required payment.

     7.23 PLACE FOR RECORDS; INSPECTION.
          -----------------------------


                                       24
<PAGE>

s

          7.23.1 The Borrower  shall,  and shall cause each of its  Subsidiaries
to, maintain all of their business  records as follows:  (x) as to the Borrower,
200 Old Country Road, Suite 580,  Mineola,  New York 11501 or 101 Hudson Street,
39th Floor,  Jersey City,  NJ 07302.  Upon  reasonable  notice and at reasonable
times during  normal  business  hours Agent and each Lender shall have the right
(through  such agents or  consultants  as Agent or any Lender may  designate) to
examine the foregoing  Persons'  property and make copies of and abstracts  from
such Persons' books of account,  correspondence and other records and to discuss
its  financial  and  other  affairs  with  any of its  senior  officers  and any
accountants  hired by any of the  foregoing  Persons,  it being  agreed that the
Agent  and  each  Lender  shall  not  divulge  information  obtained  from  such
examination  to others  except in  connection  with  Legal  Requirements  and in
connection  with  administering  the Loan,  enforcing  their rights and remedies
under the Loan  Documents and in the conduct,  operation  and  regulation of its
banking  and  lending  business  (which may  include,  without  limitation,  the
transfer of the Loan or of participation  interests therein).  Any transferee of
the Loan or any holder of a participation interest in the Loan shall be entitled
to deal with such  information  in the same  manner and in  connection  with any
subsequent  transfer  of its  interest  in the Loan or of further  participation
interests therein.

          7.23.2 Without  limiting the rights of the Agent and the Lenders under
Section  7.23.1,  above,  the Borrower shall permit the Agent, at the Borrower's
expense,  to undertake  semi-annual  appraisals of the  Servicing  Rights by any
Approved  Servicing  Rights  Appraiser,  PROVIDED,  HOWEVER,  that so long as no
Default has  occurred and is  continuing,  there shall be not more than two such
appraisals in any twelve month period.

     7.24  COSTS AND  EXPENSES.  Whether  or not the  transactions  contemplated
hereby shall be consummated,  the Borrower  agrees to pay promptly:  (a) all the
actual and  reasonable  out-of-pocket  costs and expenses of  preparation of the
Loan Documents and any consents,  amendments,  waivers,  or other  modifications
thereto; (b) the reasonable fees, expenses,  and disbursements of counsel to the
Agent  in  connection  with  the  negotiation,   preparation,   execution,   and
administration of the Loan Documents and any consents,  amendments,  waivers, or
other modifications  thereto and any other documents or matters requested by the
Borrower or any  Guarantor;  (c) all other actual and  reasonable  out-of-pocket
costs and expenses incurred by the Agent in connection with the establishment of
the  Facility,   the  syndication  of  the  Commitments  and  the   negotiation,
preparation,  and execution of the Loan Documents and any consents,  amendments,
waivers,  or  other  modifications  thereto  and the  transactions  contemplated
thereby;  and (d) all reasonable  out-of-pocket  expenses (including  reasonable
attorneys' fees and costs,  which attorneys may be employees of the Agent or any
Lender  and the fees and costs of  appraisers,  brokers,  investment  bankers or
other experts  retained by the Agent or any Lender) incurred by the Agent or any
Lender in connection with (i) the enforcement of or preservation of rights under
any of the Loan  Documents  against the  Borrower,  the  Guarantors or any other
Person, or the administration  thereof, (ii) any refinancing or restructuring of
the  credit  arrangements  provided  under  this  Agreement  in the  nature of a
"WORK-OUT" or pursuant to any  insolvency or bankruptcy  proceedings,  and (iii)
any litigation, proceeding or dispute whether arising hereunder or otherwise, in
any way related to the Agent's or any Lender's  relationship  with the Borrower,
except to the extent arising out of the Agent's or any Lender's bad faith, gross
negligence, willful misconduct or material breach of this Agreement or any other
Loan Document, as finally determined by a court of competent  jurisdiction.  The
covenants of this Section shall survive  payment or  satisfaction  of payment of
amounts owing with respect to the Notes.  The amount of all such expenses shall,
until  paid,  bear  interest  at the  rate  applicable  to  principal  hereunder
(including the Default Rate) and be an Obligation secured by any Collateral.

     7.25  INDEMNIFICATION.  The Borrower shall  indemnify and hold harmless the
Agent and the Lenders and all those  claiming by, through or under the Agent and
each of the Lenders  ("Indemnified  Party") from and against any and all claims,
actions and suits whether groundless or otherwise,  and from and against any and
all  liabilities,  losses,  damages and expenses of every  nature and  character
arising  out  of  this  Agreement  or any of the  other  Loan  Documents  or the
transactions  contemplated hereby ("Damages") including,  without limitation (a)
any actual or proposed  use by the  Borrower or any of its  Subsidiaries  of the
proceeds  of any of the  Loans,  (b)  the  Borrower  or any of its  Subsidiaries
entering into or performing  this Agreement or any of the other Loan  Documents,
or (c) with respect to the Borrower and its  Subsidiaries  and their  respective
properties  and assets,  the  violation of any Legal  Requirement,  in each case
including,  without limitation, the reasonable fees and disbursements of counsel
and allocated  costs of internal  counsel  incurred in connection  with any such
investigation,  litigation  or  other  proceeding;  provided,  however,  that no
Indemnified Party shall be entitled to  indemnification  if a court of competent
jurisdiction  finally  determines  (all appeals having been exhausted or waived)
that such Indemnified Party acted in bad faith, with willful  misconduct,  gross
negligence,  or material breach of this Agreement or any other Loan Document. No


                                       25
<PAGE>



Indemnified Party shall be entitled to settle or enter into any accommodation in
respect of any such claim,  action or suit without the prior written  consent of
the  Borrower  (and that any  Indemnified  Party so  settling  or  accommodating
without  the  Borrower's  consent  shall  not  be  entitled  to  indemnification
therefor),  and PROVIDED,  HOWEVER,  if the Borrower shall refuse to provide its
written consent to a requested settlement, the Borrower shall, as collateral for
potential  payment of the full amount of the claimed  Damages,  provide either a
letter of  credit in favor of the  Indemnified  Party,  on terms and  conditions
satisfactory to the Agent, in its sole discretion, or, as cash collateral,  cash
or Cash  Equivalents,  any of which  shall be in the full  amount of the claimed
Damages,  together with all anticipated costs and expenses (including reasonable
attorneys' fees and expenses)  anticipated by the Agent, in its sole discretion,
to accrue in  connection  with the defense and  possible  payment of the claimed
Damages. If the Borrower fails to provide such required collateral,  or fails to
respond to a request for a consent to a  settlement,  within  five (5)  Business
Days of when  first  requested  by the Agent,  the  Indemnified  Party  shall be
entitled to settle the claim as it proposed,  and the  Borrower  shall be liable
for the full amount thereof together with all related Damages. In litigation, or
the preparation therefor,  the Lenders and the Agent shall be entitled to select
their own counsel  and, in addition to the  foregoing  indemnity,  the  Borrower
agree to pay promptly the reasonable fees and expenses of such counsel.  If, and
to the extent that the  obligations  of the Borrower under this Section 7.25 are
unenforceable  for any reason,  the Borrower  hereby  agrees to make the maximum
contribution  to the  payment  in  satisfaction  of such  obligations  which  is
permissible  under  applicable  law. The  provisions  of this Section 7.25 shall
survive the repayment of the Loan and all other  Obligations and the termination
of the Warehousing  Commitment and any other  obligations of the Lenders and the
Agent hereunder.

     7.26 FINANCIAL COVENANTS.
          -------------------

          7.26.1 TANGIBLE NET WORTH.  The Borrower shall, on a  non-consolidated
basis,  maintain  a  Tangible  Net  Worth of not less  than the  greater  of (x)
$22,000,000.00 or (y) an amount sufficient to satisfy the requirements from time
to time of both Fannie Mae and Freddie  Mac, to be tested as of the Closing Date
and on the last day of each calendar quarter thereafter.

          7.26.2 LIQUIDITY.  The Borrower shall, on a non-consolidated basis, at
all  times  maintain  unrestricted  cash and Cash  Equivalents  of no less  than
$500,000  plus  0.10%  of the  aggregate  outstanding  principal  amount  of the
aggregate  of  Serviced  Loans  serviced on behalf of Fannie Mae, or such higher
level as Fannie Mae may require from time to time.

          7.26.3   DEBT   SERVICE   COVERAGE.   The   Borrower   shall,   on   a
non-consolidated basis, maintain a minimum Debt Service Coverage Ratio of 1.0:1,
which shall be tested  quarterly on a rolling 4 quarter  basis  commencing as of
December 31, 2004 and continuing through and including, if applicable, March 31,
2006, and for each fiscal quarter thereafter, if applicable, commencing with the
quarter  ending on June 30, 2006,  the  Borrower  shall,  on a  non-consolidated
basis,  maintain a minimum Debt Service Coverage Ratio of 1.25:1, which shall be
tested quarterly on a rolling 4 quarter basis.

          7.26.4  MINIMUM  PORTFOLIO  AMOUNT.  At no time  shall  the  aggregate
principal  balances of the Serviced Loans (exclusive of Serviced Loans which are
sixty  (60) or more  days past due or are  otherwise  in  default)  be less than
$2,800,000,000.

          7.26.5  MAXIMUM  SERVICED  LOANS  DELINQUENCIES.  At no time shall the
aggregate  principal  amount of Serviced Loans which are sixty (60) or more days
past due or otherwise in default  exceed 1% of aggregate  principal  balances of
all Serviced Loans.

     7.27 REPLACEMENT DOCUMENTATION.  Upon receipt of an affidavit of an officer
of Agent as to the loss,  theft,  destruction  or mutilation  of any Note,  this
Agreement,  any Loan Document,  or any other  security  document which is not of
public record, and customary (unsecured,  unbonded)  indemnification  reasonably
satisfactory  to the  Borrower,  the Borrower  will issue,  in lieu  thereof,  a
replacement  Note,  Agreement,  Loan Document or other security  document in the
same principal amount thereof and otherwise of like tenor.

     7.28 ADDITIONAL FACILITIES  CO-TERMINOUS AND CROSS DEFAULTED.  The Borrower
acknowledges  and agrees that the  occurrence  of an event of default  under the
Acquisition Facility shall constitute an Event of Default hereunder.


                                       26
<PAGE>



     7.29 PLEDGE OF SERVICING CONTRACTS.  The Borrower shall not Pledge or grant
a  security  interest  in any  existing  or future  Servicing  Contracts  of the
Borrower other than to Agent.

     7.30 RECOURSE SERVICING  CONTRACTS.  The Borrower will not acquire or enter
into Servicing  Contracts  under which the Borrower must repurchase or indemnify
the holder of the Mortgage  Loans as a result of defaults on the Mortgage  Loans
at any time during the term of those  Mortgage  Loans,  except for loss  sharing
under Fannie Mae DUS Mortgage Loans and as a result of customary representations
and  warranties  consistent  with past  practices in the ordinary  course of the
Borrower's business concerning the Mortgage Loans.

     7.31  GESTATION  AGREEMENTS.  The Borrower shall not directly or indirectly
sell or finance a Mortgage  Loan under any  Gestation  Agreement if the Mortgage
Loan  is or was  previously  pledged  to the  Agent  as  Collateral  under  this
Agreement.

     7.32 NO SUBSIDIARIES.
          ---------------

     Notwithstanding  references to the Borrower's  Subsidiaries throughout this
Agreement, the Borrower hereby represents and warrants that it does not have any
Subsidiaries as of the date of this Agreement. The Borrower hereby covenants and
agrees that it shall not create, obtain,  acquire,  suffer to exist or otherwise
have any Subsidiaries,  without the Agent's prior written consent (which consent
may be withheld in the Agent's unrestricted discretion).

8.   SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING COLLATERAL
     -----------------------------------------------------------------------

     8.1  SPECIAL  REPRESENTATIONS  AND  WARRANTIES  CONCERNING  ELIGIBILITY  AS
SELLER/SERVICER OF MORTGAGE LOANS

     The Borrower  represents  and warrants to Agent and the Lenders,  as of the
date of this Agreement and as of the date of each  Warehousing  Advance  Request
and the making of each  Warehousing  Advance,  that the Borrower is approved and
qualified  and in good  standing  as a lender or  seller/servicer,  as set forth
below, and meets all requirements applicable to its status as:

          8.1.1 The Borrower is a FHA approved mortgagee, eligible to originate,
purchase, hold, sell and service FHA fully insured Mortgage Loans.

          8.1.2  The  Borrower  is a  Ginnie  Mae  approved  seller/servicer  of
Mortgage  Loans and issuer of  Mortgage-backed  Securities  guaranteed by Ginnie
Mae.

          8.1.3  The  Borrower  is a  Fannie  Mae  approved  seller/servicer  of
Mortgage Loans, eligible to originate, purchase, hold, sell and service Mortgage
Loans to be sold to Fannie Mae.

          8.1.4 The Borrower is a Fannie Mae approved  and  qualified  Delegated
Underwriting and Servicing Lender, eligible to process,  underwrite,  hold, sell
to Fannie Mae and service Fannie Mae Mortgage Loans under the DUS Program.

          8.1.5  The  Borrower  is a Freddie  Mac  approved  seller/servicer  of
Mortgage Loans, eligible to originate, purchase, hold, sell and service Mortgage
Loans to be sold to Freddie Mac.

     8.2  SPECIAL   REPRESENTATIONS   AND  WARRANTIES   CONCERNING   WAREHOUSING
COLLATERAL

     The Borrower  represents  and warrants to Agent and the Lenders,  as of the
date of this Agreement and as of the date of each  Warehousing  Advance  Request
and the making of each Warehousing Advance, that:

          8.2.1 The Borrower has not selected the  Collateral  in a manner so as
to affect adversely Lender's interests.


                                       27
<PAGE>



          8.2.2 The Borrower is the legal and equitable  owner and holder,  free
and clear of all Liens (other than Liens granted under this  Agreement),  of the
Pledged Assets.  All Pledged Assets and related  Purchase  Commitments have been
duly  authorized  and validly  issued to the Borrower,  and all of the foregoing
items of Collateral  comply with all of the requirements of this Agreement,  and
have been and will continue to be validly pledged or assigned to Lender, subject
to no other Liens.

          8.2.3 The  Borrower  has, and will  continue to have,  the full right,
power and  authority  to pledge the  Collateral  pledged and to be pledged by it
under this Agreement.

          8.2.4 Each  Mortgage  Loan and each related  document  included in the
Pledged  Loans (1) has been duly  executed and  delivered by the parties to that
Mortgage Loan and that related  document,  (2) has been made in compliance  with
all  applicable  laws,  rules and  regulations  (including  all laws,  rules and
regulations  relating to usury),  (3) is and will continue to be a legal,  valid
and  binding  obligation,  enforceable  in  accordance  with its terms,  without
setoff,  counterclaim  or defense in favor of the  mortgagor  under the Mortgage
Loan or any other  obligor on the Mortgage  Note and (4) has not been  modified,
amended or any requirements of which waived, except in a writing that is part of
the Collateral  Documents.  No party to any Mortgage Loan or related document is
in violation of any  applicable  law, rule or regulation if the violation  would
impair  the  collectibility  of the  Mortgage  Loan  or the  performance  by the
mortgagor or any other obligor of its obligations under the Mortgage Note or any
related document.

          8.2.5 Each  Pledged  Loan is secured  by a Mortgage  on real  property
located in one of the states of the United States or the District of Columbia.

          8.2.6 Unless Third Party Originated Loans are permitted,  each Pledged
Loan has been closed or will be closed and funded with the  Warehousing  Advance
made against it.

          8.2.7 Each Pledged Loan that is not an FHA Construction  Mortgage Loan
has been fully  advanced  in the face  amount of its  Mortgage  Note.  The Agent
acknowledges and agrees that in certain instances,  a portion of the proceeds of
a Pledged Loan,  although advanced to the borrower  thereunder,  will be held by
the Borrower in escrow to be  disbursed  upon the  completion  of repairs to the
subject property.

          8.2.8 Each First Mortgage is a first Lien on the premises described in
that Mortgage and each Second  Mortgage Loan or a Third Mortgage Loan is secured
by a second or third Lien on the premises  described in that Mortgage,  and with
respect to each Second  Mortgage Loan or Third Mortgage Loan, the Borrower shall
be the  servicer,  and the Purchase  Commitment  shall be from the same Investor
which holds the senior Lien on the Property and Third  Mortgage Loans shall only
be  Fannie  Mae  Mortgage  Loans.  Each  Pledged  Loan has or will  have a title
insurance policy, in ALTA form or equivalent,  from a recognized title insurance
company, insuring the priority of the Lien of the Mortgage and meeting the usual
requirements of Investors purchasing those Mortgage Loans.

          8.2.9 Each Property has been evaluated or appraised in accordance with
Title XI of FIRREA, to the extent required.

          8.2.10  The  Mortgage  Note for each  Pledged  Loan is (1)  payable or
endorsed to the order of the Borrower, (2) an "instrument' within the meaning of
Section 9-102 of the Uniform Commercial Code of all applicable jurisdictions and
(3) is denominated and payable in United States dollars.

          8.2.11 No default has  existed for 60 days or more under any  Mortgage
Loan included in the Pledged Loans.

          8.2.12 The Borrower has complied and will  continue to comply with all
laws,  rules and  regulations  in respect of the FHA  insurance of each Mortgage
Loan  included in the Pledged  Mortgages  designated  by the  Borrower as an FHA
insured or VA guaranteed  Mortgage  Loan, and such insurance or guarantee is and
will continue to be in full force and effect.


                                       28
<PAGE>



          8.2.13 All fire and casualty policies covering the premises encumbered
by each  Mortgage  included in the Pledged  Loans (1) name and will  continue to
name the Borrower and its successors and assigns as the insured under a standard
mortgagee  clause,  (2) are and will continue to be in full force and effect and
(3) afford and will  continue to afford  insurance  against  fire and such other
risks as are usually insured  against in the broadest form of extended  coverage
insurance available.

          8.2.14  Pledged Loans  secured by premises  located in a special flood
hazard  area  designated  as  such  by the  Director  of the  Federal  Emergency
Management Agency are and will continue to be covered by special flood insurance
under the National Flood Insurance Program.

          8.2.15 Each Pledged Loan against which a  Warehousing  Advance is made
on the basis of a  Purchase  Commitment  meets all of the  requirements  of that
Purchase  Commitment,  and each Pledged  Security  against  which a  Warehousing
Advance is outstanding  meets all of the  requirements  of the related  Purchase
Commitment.

          8.2.16  Pledged  Loans that are  intended to be  exchanged  for Agency
Securities  comply  or,  prior to the  issuance  of the Agency  Securities  will
comply, with the requirements of any governmental instrumentality, department or
agency or any other Person issuing or guaranteeing the Agency Securities.

          8.2.17  Pledged Loans that are intended to be used in the formation of
Mortgage-backed  Securities  (other  than  Agency  Securities)  comply  with the
requirements  of the issuer of the  Mortgage-backed  Securities (or its sponsor)
and of the Rating Agencies.

          8.2.18 None of the Pledged Loans is a graduated  payment Mortgage Loan
or has a shared  appreciation or other  contingent  interest  feature,  and each
Pledged  Loan  provides  for  periodic  payments of all accrued  interest on the
Mortgage Loan on at least a monthly basis.

          8.2.19 The Borrower has no  ownership  interest,  right to acquire any
ownership  interest or equivalent  economic  interest in any property securing a
Mortgage Loan or the mortgagor  under the Mortgage Loan or any other obligor on,
or guarantor of, the Mortgage Note.

          8.2.20 The  original  assignments  of  Mortgage  and of UCC  financing
statements  delivered to the Agent for each Pledged Loan are in recordable  form
and comply with all  applicable  laws and  regulations  governing the filing and
recording of such documents.

          8.2.21  Each  Pledged  Loan  secured  by  real  property  to  which  a
manufactured  home is affixed will create a valid Lien on that manufactured home
that will have priority over any other Lien on the manufactured home, whether or
not arising under  applicable  real property law or the UCC or other  applicable
law.

     8.3  SPECIAL AFFIRMATIVE COVENANTS CONCERNING WAREHOUSING COLLATERAL
          ---------------------------------------------------------------

     As long as the  Warehousing  Commitment is  outstanding or there remain any
Obligations to be paid or performed under this Agreement or under any other Loan
Document, the Borrower must:

          8.3.1  Warrant and defend the right,  title and  interest of the Agent
and the Lenders in and to the  Collateral  against the claims and demands of all
Persons.

          8.3.2  Service or cause to be serviced all Pledged Loans in accordance
with the standard  requirements of the issuers of Purchase  Commitments covering
them and all applicable HUD, Fannie Mae and Freddie Mac requirements,  including
taking all actions  necessary to enforce the  obligations  of the obligors under
such Mortgage Loans; and must service or cause to be serviced all Mortgage Loans
backing  Pledged   Securities  in  accordance   with   applicable   governmental
requirements and requirements of issuers of Purchase Commitments covering them.


                                       29
<PAGE>



          8.3.3  Execute and deliver to Agent  and/or the Lenders  such  further
instruments  of sale,  pledge,  assignment  or  transfer,  and  those  powers of
attorney,  as  required  by Agent,  and do and  perform  all  matters and things
necessary or desirable  to be done or observed,  for the purpose of  effectively
creating,  maintaining  and preserving the security and benefits  intended to be
afforded Agent (for the ratable benefit of the Lenders) under this Agreement.

          8.3.4 Notify Agent within 2 Business Days of any default under,  or of
the  termination  of, any  Purchase  Commitment  relating to any  Pledged  Loan,
Eligible Mortgage Pool, or Pledged Security.

          8.3.5 Promptly comply in all respects with the terms and conditions of
all Purchase  Commitments,  and all extensions,  renewals and  modifications  or
substitutions  of or  to  all  Purchase  Commitments.  Deliver  or  cause  to be
delivered to the Investor the Pledged  Loans and Pledged  Securities  to be sold
under each Purchase Commitment not later than the mandatory delivery date of the
Pledged Loans or Pledged Securities under the Purchase Commitment.

          8.3.6  Maintain,  at its  principal  office  or in a  regional  office
approved  by Agent,  or in the office of a computer  service  bureau  engaged by
Borrower and approved by Agent and,  upon request,  make  available to Agent the
originals,  or copies in any case where the  originals  have been  delivered  to
Agent or to an Investor, of the Mortgage Notes and Mortgages included in Pledged
Loans,  Mortgage-backed  Securities  delivered  to Agent as Pledged  Securities,
Purchase  Commitments,  and all related Mortgage Loan documents and instruments,
and all  files,  surveys,  certificates,  correspondence,  appraisals,  computer
programs, tapes, discs, cards, accounting records and other information and data
relating to the Collateral.

          8.3.7 Be in good  standing with Fannie Mae,  Freddie Mac,  Ginnie Mae,
and FHA with respect to all  programs  and  products in which the Borrower  from
time to time is participating.

     8.4  SPECIAL NEGATIVE COVENANTS CONCERNING WAREHOUSING COLLATERAL
          ------------------------------------------------------------

     As long as the  Warehousing  Commitment is  outstanding or there remain any
Obligations to be paid or performed,  the Borrower must not,  either directly or
indirectly,  without the prior  written  consent of the Agent and the  Requisite
Lenders:

          8.4.1 Amend or modify, or waive any of the terms and conditions of, or
settle or compromise any claim in respect of, any Pledged Assets.

          8.4.2 Sell,  transfer or assign,  or grant any option with respect to,
or pledge (except under this Agreement) any of the Collateral or any interest in
any of the Collateral.

          8.4.3 Make any compromise,  adjustment or settlement in respect of any
of the  Collateral  or accept other than cash in payment or  liquidation  of the
Collateral.

     8.5  SPECIAL  REPRESENTATION AND WARRANTY CONCERNING FANNIE MAE DUS PROGRAM
RESERVE REQUIREMENTS

     The Borrower  represents  and warrants to Agent and the Lenders,  as of the
date of this Agreement and as of the date of each  Warehousing  Advance  Request
and the making of each Warehousing  Advance,  that it has met the Fannie Mae DUS
Program  requirements  for lender reserves for each Fannie Mae DUS Mortgage Loan
to be funded by such Warehousing Advance.

     8.6  SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING FHA PROJECT MORTGAGE
LOANS

     The Borrower  represents  and warrants to Agent and the Lenders,  as of the
date of this Agreement and as of the date of each  Warehousing  Advance  Request
and the making of each Warehousing Advance, that:


                                       30
<PAGE>



          8.6.1 Each  FHA-insured  Mortgage  Loan  included in the Pledged Loans
meets all applicable Legal Requirements and any other governmental  requirements
for such  insurance.  The Borrower has complied and will continue to comply with
all laws,  rules and  regulations  with  respect  to the FHA  insurance  of each
Pledged Loan  designated by the Borrower as an  FHA-insured  Mortgage  Loan, and
such insurance is and will continue to be in full force and effect.

          8.6.2 For  FHA-insured  Pledged Loans that will be used to back Ginnie
Mae   Mortgage-backed   Securities,   the  Borrower  received  from  Ginnie  Mae
confirmation  notices for additional  commitment authority and pool numbers, and
there  remains  available  under those  agreements a  commitment  on the part of
Ginnie Mae  sufficient  to permit  the  issuance  of Ginnie Mae  Mortgage-backed
Securities  in an  amount at least  equal to the  amount  of the  Pledged  Loans
designated by the Borrower as the Mortgage Loans to be used to back those Ginnie
Mae Mortgage-backed  Securities;  each of those confirmation  notices is in full
force and effect;  each of those Pledged Loans has been assigned by the Borrower
to  one of  those  pool  numbers  and a  portion  of the  available  Ginnie  Mae
commitment has been allocated to this Agreement by the Borrower, in an amount at
least  equal  to  those  Pledged  Loans;  and  each  of  those  assignments  and
allocations has been reflected in the books and records of the Borrower.

     8.7  SPECIAL REPRESENTATIONS AND WARRANTIES CONCERNING SERVICING COLLATERAL
          ----------------------------------------------------------------------

     SCHEDULE  6.20 is a true  and  complete  list of the  Borrower's  Servicing
Portfolio as of the date set forth therein.  The Borrower hereby  represents and
warrants to Agent and the Lenders,  as of the date of this  Agreement  and as of
the date of each Warehousing  Advance Request and the making of each Warehousing
Advance, that:

          8.7.1 The Borrower is the legal and equitable  owner and holder,  free
and clear of all Liens of the Servicing Contracts.

          8.7.2 Except as otherwise disclosed to the Agent and the Lenders,  all
of the  Borrower's  servicing  rights under the Servicing  Contracts  constitute
primary servicing rights.

          8.7.3  Each  Servicing  Contract  is in full  force and  effect and is
legal,  valid and  enforceable in accordance  with its terms,  and no default or
event that, with notice or lapse of time or both, would become a default, exists
under any Servicing  Contract,  except where the failure of the foregoing  would
not materially adversely affect the Borrower's business or assets.

          8.7.4 Each right to the payment of money under the Servicing Contracts
is genuine and  enforceable  in  accordance  with its terms  against the parties
obligated to pay the same,  which terms have not been  modified or waived in any
respect  or to any  extent,  except  where the  failure of the  foregoing  would
materially adversely affect the Borrower's business or assets.

          8.7.5 To the best of the  Borrower's  knowledge,  no  obligor  has any
defense,  set off,  claim  or  counterclaim  against  the  Borrower  that can be
asserted  against  Agent or any  Lender,  whether in any  proceeding  to enforce
Agent's  rights in the related  Mortgage  Loan or  otherwise,  except  where the
failure of the foregoing  would not materially  adversely  affect the Borrower's
business or assets.

9. EVENTS OF DEFAULT.  The following  provisions  deal with  Default,  Events of
Default,  notice,  grace and cure periods,  and certain  rights of Agent and the
Lenders following an Event of Default.

     9.1 DEFAULT AND EVENTS OF DEFAULT.  The term "Default" as used herein or in
any of the other Loan Documents  shall mean an Event of Default,  or any fact or
circumstance which constitutes,  or upon the lapse of time, or giving of notice,
or both, would  constitute,  an Event of Default.  Each of the following events,
unless cured within any  applicable  grace period set forth or referred to below
in this Section 9.1, shall constitute an "Event of Default".

          9.1.1 FAILURE TO PAY. The Borrower shall fail to pay any principal and
interest of the Loan or any other  Obligation when the same shall become due and
payable,  whether at the stated  date of  maturity  or any  accelerated  date of
maturity or at any other date fixed for payment;


                                       31
<PAGE>



          9.1.2 FAILURE TO PERFORM (GRACE). The Borrower shall fail

               (i) to comply with the covenants set forth in Sections 7.11, 7.24
     and 7.25 within ten (10) days from the date of the Agent's  written  notice
     to the Borrower informing the Borrower of the Borrower's failure to have so
     complied with said covenants; and

               (ii) to comply  with the  covenants  set forth in  Sections  7.3,
     7.6.1(b),  7.7,  7.8,  7.9,  7.13(a),  7.23.1 and  7.23.2,  and 7.27 within
     fifteen  (15)  days  from the date of the  Agent's  written  notice  to the
     Borrower  informing  the  Borrower  of the  Borrower's  failure  to have so
     complied with said covenants; and

               (iii) to comply  with the  provisions  of clauses (a) through (f)
     inclusive of Section  7.14.2 with respect to any lien not resulting  from a
     voluntary  action by the Borrower within five (5) days from the date of the
     Agent's  written  notice to the  Borrower  informing  the  Borrower  of the
     Borrower's failure to have so complied with said covenant;

PROVIDED,  HOWEVER, that the foregoing grace periods shall only apply in respect
of the first instance of  non-compliance  with each  respective  covenant in any
twelve-month period.

          9.1.3 FAILURE TO PERFORM.  The Borrower  shall fail to comply with any
of its covenants contained herein or any of the covenants contained in any other
Loan Documents and which are not referenced in Section 9.1.2 above;

          9.1.4 BREACH OF  REPRESENTATION  OR WARRANTY.  Any  representation  or
warranty of the Borrower or any of its  Subsidiaries in this Agreement or any of
the other Loan Documents shall have been false in any material  respect upon the
date when made or deemed to have been made or repeated;

          9.1.5  FAILURE TO PAY OTHER  INDEBTEDNESS.  The Borrower or any of its
Subsidiaries  shall fail to pay at maturity,  or within any applicable period of
grace, any obligation in excess of $50,000 for borrowed money or credit received
or in respect of any capitalized leases, or fail to observe or perform any term,
covenant  or  agreement  contained  in  any  agreement  by  which  it is  bound,
evidencing or securing  borrowed  money or credit  received or in respect of any
capitalized  leases in excess of  $50,000  provided  that the  holder or holders
thereof or of any obligations  issued  thereunder are entitled to accelerate the
maturity thereof;

          9.1.6 INSOLVENCY.  The Borrower or any of its Subsidiaries  shall make
an assignment for the benefit of creditors, or admit in writing its inability to
pay or  generally  fail to pay its debts as they  mature or become due, or shall
petition  or  apply  for  the  appointment  of a  trustee  or  other  custodian,
liquidator  or receiver of the  Borrower  or any of its  Subsidiaries  or of any
substantial  part of the assets of the  Borrower or any of its  Subsidiaries  or
shall commence any case or other  proceeding  relating to the Borrower or any of
its Subsidiaries under any bankruptcy, reorganization,  arrangement, insolvency,
readjustment  of  debt,  dissolution  or  liquidation  or  similar  law  of  any
jurisdiction,  now or hereafter in effect, or shall take any action to authorize
or in  furtherance  of  any  of  the  foregoing,  or if  any  such  petition  or
application  shall  be  filed or any  such  case or  other  proceeding  shall be
commenced  against the Borrower or any of its  Subsidiaries  and the Borrower or
any of its Subsidiaries shall indicate its approval thereof,  consent thereto or
acquiescence therein;

          9.1.7  INVOLUNTARY  PROCEEDINGS.  The  filing  of any  case  or  other
proceeding against the Borrower or any of its Subsidiaries under any bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt, dissolution or
liquidation or similar law of any  jurisdiction,  now or hereafter in effect and
such case or proceeding is not discharged or dismissed  within  forty-five  (45)
days of its  commencement;  a decree  or order is  entered  appointing  any such
trustee,  custodian,  liquidator or receiver or adjudicating the Borrower or any
of its Subsidiaries  bankrupt or insolvent,  or approving a petition in any such
case or other proceeding,  or a decree or order for relief is entered in respect
of the Borrower or any Subsidiary of the Borrower,  in an involuntary case under
federal bankruptcy laws as now or hereafter constituted;

          9.1.8   JUDGMENTS.   There  shall   remain  in  force,   undischarged,
unsatisfied and unstayed,  for more than  forty-five  (45) days,  whether or not
consecutive,  any uninsured  final  judgment  against the Borrower or any of its


                                       32
<PAGE>



Subsidiaries   that,  with  other   outstanding   uninsured   final   judgments,
undischarged,  against the  Borrower or any of its  Subsidiaries  exceeds in the
aggregate $100,000;

          9.1.9  CANCELLATION  OF LOAN  DOCUMENTS.  If any of the Loan Documents
shall be canceled,  terminated,  revoked or rescinded or any action at law, suit
or in equity or other legal  proceeding to cancel,  revoke or rescind any of the
Loan Documents  shall be commenced by or on behalf of the Borrower or any of its
Subsidiaries,  or any court or any other governmental or regulatory authority or
agency of competent  jurisdiction  shall make a  determination  that, or issue a
judgment,  order,  decree or ruling to the effect  that,  any one or more of the
Loan Documents is illegal, invalid or unenforceable in accordance with the terms
thereof;

          9.1.10 ERISA. With respect to any ERISA Plan, a Reportable Event shall
have occurred and (i) a trustee  shall have been  appointed by the United States
District  Court to  administer  such  plan;  (ii)  proceedings  shall  have been
instituted to terminate such plan (which termination proceedings could result in
liability of the Borrower or any of its  Subsidiaries  to the PBGC and/or others
in excess of $250,000;  or (iii) facts and  circumstances  exist with respect to
such  plan  that  could  result  in  liability  of  the  Borrower  or any of its
Subsidiaries in excess of $250,000.

          9.1.11  INDICTMENT.  The Borrower or any of its Subsidiaries  shall be
indicted  for a  federal  crime,  a  punishment  for  which  could  include  the
forfeiture of any assets of the Borrower or such Subsidiaries;

          9.1.12 MATERIAL  ADVERSE CHANGE.  There shall have occurred any change
in or to the assets, liabilities,  financial condition,  business operations, or
prospects of the Borrower and its Subsidiaries,  taken as a whole,  which change
materially  adversely affects the Borrower's  ability to perform its obligations
under this Agreement or the other Loan Documents;

          9.1.13  REGARDING  GUARANTOR,  ET.  AL. The  occurrence  of any of the
foregoing Events of Default with respect to any Guarantor of the Obligations, or
the  occurrence  of any of the  foregoing  Events of Default with respect to the
parent of the Borrower, or any of the Guarantor's Subsidiaries or Affiliates, as
if such Guarantor, parent, or Affiliate were the "Borrower" described therein;

          9.1.14  CHANGE IN CONTROL.  Any change of the ownership of the capital
stock of the Borrower from that existing on the date hereof, except as permitted
pursuant to Section  7.18.4,  or a Change in Control  shall have  occurred  with
respect to CharterMac; or

          9.1.15  FLEET  FINANCINGS.  The  occurrence  of an  event  of  default
(however defined or described) under any other Fleet Financing.

     9.2 WRITTEN  WAIVERS.  If a Default is waived by the Requisite  Lenders (or
all of the Lenders if and to the extent  required  by the terms of Section  11.4
hereof),  in their sole discretion,  pursuant to a specific  written  instrument
executed  by an  authorized  officer of Agent,  the  Default so waived  shall be
deemed to have never occurred.

     9.3  REMEDIES.
          --------

          9.3.1 If an Event of  Default  described  in  Section  9.1.6 and 9.1.7
occurs  with  respect  to  the  Borrower,   the   Warehousing   Commitment  will
automatically  terminate and the unpaid principal amount of and accrued interest
on the Loan and all other Obligations will automatically become due and payable,
without presentment,  demand or other requirements of any kind, all of which the
Borrower expressly waives.

          9.3.2 If any other Event of Default  occurs and is  continuing,  Agent
may, and with the direction of the  Requisite  Lenders  shall,  by Notice to the
Borrower, terminate the Warehousing Commitment and declare the Obligations to be
immediately due and payable.

          9.3.3 If any Event of Default occurs and is continuing, Agent may also
take any of the following actions:


                                       33
<PAGE>



               (i) Foreclose upon or otherwise  enforce its security interest in
     and Lien on the  Collateral to secure all payments and  performance  of the
     Obligations  in any manner  permitted  by law or  provided  for in the Loan
     Documents.

               (ii) Notify all  obligors  under any of the  Collateral  that the
     Collateral has been assigned to Agent (or to another  Person  designated by
     Agent) and that all payments on that  Collateral are to be made directly to
     Agent (or such other Person); settle, compromise or release, in whole or in
     part,  any amounts any obligor or Investor owes on any of the Collateral on
     terms  acceptable  to Agent;  enforce  payment and  prosecute any action or
     proceeding involving any of the Collateral;  and where any Collateral is in
     default, foreclose on and enforce any Liens securing that Collateral in any
     manner permitted by law and sell any property acquired as a result of those
     enforcement actions.

               (iii)  Act,  or  contract  with  a  third  party  to  act  at the
     Borrower's  expense,  as servicer or  subservicer  of Collateral  requiring
     servicing  and  perform  all  obligations   required  under  any  Servicing
     Contracts and Purchase Commitments.

               (iv) Require the Borrower to assemble and make available to Agent
     the Collateral  and all related books and records at a place  designated by
     Agent.

               (v) Enter onto property where any Collateral or related books and
     records  are  located  and take  possession  of those items with or without
     judicial  process;  and obtain  access to the  Borrower's  data  processing
     equipment,  computer  hardware and software  relating to the Collateral and
     use all of the foregoing and the information  contained in the foregoing in
     any manner Agent deems necessary for the purpose of effectuating its rights
     under this Agreement and any other Loan Document.

               (vi) Before the  disposition  of the  Collateral,  prepare it for
     disposition in any manner and to the extent Agent deems appropriate.

               (vii)  Exercise  all rights and  remedies  of a secured  creditor
     under the UCC or other  applicable  law,  including  selling  or  otherwise
     disposing of all or any portion of the  Collateral at one or more public or
     private  sales,  whether or not the  Collateral  is present at the place of
     sale, for cash or credit or future delivery, on the terms and in the manner
     as Agent  may  determine,  including  sale  under any  applicable  Purchase
     Commitment.  The  Borrower  waives any right the Borrower may have to prior
     notice of the sale of all or any  portion of the  Collateral  to the extent
     allowed by  applicable  law. If notice is required  under  applicable  law,
     Agent will give the  Borrower  not less than 10 days'  notice of any public
     sale or of the date after which any private sale may be held.  The Borrower
     agrees that 10 days' notice is reasonable notice. Agent may, without notice
     or  publication,  adjourn  any public or private  sale one or more times by
     announcement  at the time and place fixed for the sale, and the sale may be
     held at any time or place  announced at the  adjournment.  In the case of a
     sale of all or any  portion  of the  Collateral  on  credit  or for  future
     delivery,  the  Collateral  sold on those  terms may be may be  retained by
     Agent until the purchaser pays the selling price or takes possession of the
     Collateral.  Agent has no liability to the Borrower if a purchaser fails to
     pay for or take  possession of the Collateral  sold on those terms,  and in
     the case of any such  failure,  Agent may sell the  Collateral  again  upon
     notice complying with this Section.

               (viii) Instead of or in conjunction  with exercising the power of
     sale authorized by Section 9.5.3(vii),  Agent may proceed by suit at law or
     in equity to collect all amounts due upon the  Collateral,  or to foreclose
     Agent's Lien on and sell all or any portion of the Collateral pursuant to a
     judgment or decree of a court of competent jurisdiction.

               (ix) Proceed against the Borrower on the Notes.

               (x) Retain all excess proceeds from the sale or other disposition
     of the Collateral,  and apply them to the payment of the Obligations  under
     Section 11.2.4.


                                       34
<PAGE>



          9.3.4 Agent and  Lenders  will incur no  liability  as a result of the
commercially  reasonable sale or other  disposition of all or any portion of the
Collateral  at any public or private  sale or other  disposition.  The  Borrower
waives (to the extent  permitted  by law) any claims it may have  against  Agent
arising  by reason of the fact that the price at which the  Collateral  may have
been  sold at a  private  sale was less than the price  that  Agent  might  have
obtained  at a  public  sale,  or was  less  than the  aggregate  amount  of the
outstanding  Warehousing  Advances,  plus  accrued  and unpaid  interest  on the
Advances,  and unpaid fees,  even if Agent accepts the first offer  received and
does not offer the Collateral to more than one offeree. The Borrower agrees that
any sale of Collateral  under the terms of a Purchase  Commitment,  or any other
disposition of Collateral arranged by the Borrower,  whether before or after the
occurrence  of an  Event of  Default,  will be  deemed  to have  been  made in a
commercially reasonable manner.

          9.3.5 The Borrower  acknowledges that Mortgage Loans are collateral of
a type that is the subject of widely  distributed  standard price quotations and
that  Mortgage-backed  Securities  are  collateral of a type that is customarily
sold on a recognized  market. The Borrower waives any right it may have to prior
notice of the sale of Pledged  Securities,  and agrees  that Agent may  purchase
Pledged Loans and Pledged Securities at a private sale of such Collateral.

          9.3.6 The  Borrower  specifically  waives and  releases (to the extent
permitted by law) any equity or right of redemption,  stay or appraisal that the
Borrower  has or may have  under  any rule of law or  statute  now  existing  or
adopted after the date of this Agreement,  and any right to require Agent to (1)
proceed against any Person, (2) proceed against or exhaust any of the Collateral
or pursue its rights and  remedies  against  the  Collateral  in any  particular
order, or (3) pursue any other remedy within its power. Agent is not required to
take any  action to  preserve  any  rights of the  Borrower  against  holders of
mortgages having priority to the Lien of any Mortgage included in the Collateral
or to preserve the Borrower's rights against other prior parties.

          9.3.7 Lenders may, but are not  obligated  to,  advance any sums or do
any act or thing necessary to uphold or enforce the Lien and priority of, or the
security  intended to be afforded by, any Mortgage  included in the  Collateral,
including payment of delinquent taxes or assessments and insurance premiums. All
advances, charges, costs and expenses,  including reasonable attorneys' fees and
disbursements,  incurred  or paid by Agent or Lenders in  exercising  any right,
power or remedy  conferred  by this  Agreement,  or in the  enforcement  of this
Agreement, together with interest on those amounts at the Default Rate, from the
time paid by Agent or Lenders  until  repaid by the  Borrower,  are deemed to be
principal outstanding under this Agreement and the Notes.

          9.3.8 No failure or delay on the part of Agent to exercise  any right,
power or remedy provided in this Agreement or under any other Loan Document,  at
law or in equity,  will operate as a waiver of that right,  power or remedy.  No
single or partial exercise by Agent of any right, power or remedy provided under
this  Agreement or any other Loan Document,  at law or in equity,  precludes any
other or further  exercise of that right,  power, or remedy by Agent, or Agent's
exercise of any other right,  power or remedy.  Without  limiting the foregoing,
the Borrower  waives all  defenses  based on the statute of  limitations  to the
extent  permitted by law. The remedies  provided in this Agreement and the other
Loan Documents are cumulative and are not exclusive of any remedies  provided at
law or in equity.

          9.3.9 For the purpose of exercising the rights granted by this Section
9, as well as any and all other  rights  and  remedies  of Agent,  the  Borrower
hereby  irrevocably  constitutes and appoints Agent (or any agent  designated by
any  Lender)  its  true  and  lawful   attorney-in-fact,   with  full  power  of
substitution,  exercisable upon and following any Event of Default,  to execute,
acknowledge  and deliver any  instruments  and to do and perform any acts in the
name and on behalf of the Borrower,  including,  without  limitation,  Agent has
been granted a license or other right to use,  without  charge,  the  Borrower's
computer programs, other programs, labels, patents, copyrights, rights of use of
any name, trade secrets, trade names, trademarks,  service marks and advertising
matter,  or any property of a similar nature,  as it pertains to the Collateral,
in advertising  for sale and selling any  Collateral  and the Borrower's  rights
under all licenses and all other  agreements  related to the foregoing  inure to
Agent's benefit until the Obligations are paid in full.

10.  SECURITY INTEREST AND SET-OFF.
     -----------------------------


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<PAGE>



     10.1 SECURITY INTEREST. The Borrower hereby grants to the Agent and each of
the Lenders,  a lien,  security interest and right of setoff as security for all
liabilities  and  obligations  to Agent  and each of the  Lenders,  whether  now
existing  or  hereafter  arising,  upon  and  against  all  deposits,   credits,
collateral  and property of the  Borrower,  now or hereafter in the  possession,
custody,  safekeeping  or control  of Agent or any of the  Lenders or any entity
under the control of Bank of America  Corporation and its successors and assigns
or in transit to any of them.

     10.2 SET-OFF.  If an Event of Default  occurs and is  continuing,  any such
deposits,  balances  or other sums  credited  by or due from Agent or any of the
Lenders,  or from any such  Affiliate  of  Agent or any of the  Lenders,  to the
Borrower may to the fullest  extent not prohibited by applicable law at any time
or from time to time,  without regard to the existence,  sufficiency or adequacy
of any  other  collateral,  and  without  notice  or  compliance  with any other
condition  precedent  now  or  hereafter  imposed  by  statute,  rule  of law or
otherwise,  all of which are hereby waived, be set off, appropriated and applied
by  Agent or such  Lender  of  Affiliate  against  any or all of the  Borrower's
Obligations  irrespective  of whether  demand  shall have been made and although
such  obligations  may be  unmatured,  in such manner as Agent or such Lender or
Affiliate in its sole and absolute  discretion  may  determine.  Within five (5)
Business Days of making any such set off,  appropriation  or application,  Agent
agrees to notify the Borrower thereof,  provided the failure to give such notice
shall not affect the validity of such set off or  appropriation  or application.
ANY AND ALL RIGHTS TO REQUIRE  AGENT TO  EXERCISE  ITS RIGHTS OR  REMEDIES  WITH
RESPECT TO ANY OTHER  COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS
RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,  CREDITS OR OTHER PROPERTY OF THE
BORROWER, ARE HEREBY KNOWINGLY,  VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the
Lenders  agrees with each other Lender that (a) if an amount to be set off is to
be  applied to  indebtedness  of the  Borrower  to such  Lender,  other than the
Obligations  evidenced  by the Note held by such  Lender,  unless such amount is
held by such Lender in connection with a specific relationship with the Borrower
other than that  evidenced by the Loan  Documents,  such amount shall be applied
ratably to such other indebtedness and to the Obligations  evidenced by the Note
held by such  Lender,  and (b) if such Lender shall  receive from the  Borrower,
whether by  voluntary  payment,  exercise of the right of setoff,  counterclaim,
cross action, enforcement of the claim evidenced by the Note held by such Lender
by  proceedings  against the Borrower at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise,  and shall  retain and apply to the  payment of the Note held by such
Lender any amount in excess of its ratable  portion of the payments  received by
all of the Lenders  with  respect to the Note held by all of the  Lenders,  such
Lender will make such disposition and  arrangements  with the other Lenders with
respect to such excess, either by way of distribution,  participation, pro tanto
assignment  of claims,  subrogation  or otherwise as shall result in each Lender
receiving  in  respect  of the  Note  held by it its  proportionate  payment  as
contemplated by this Agreement;  provided that if all or any part of such excess
payment  is  thereafter   recovered  from  such  Lender,  such  disposition  and
arrangements  shall be rescinded  and the amount  restored to the extent of such
recovery, but without interest.

     10.3 RIGHT TO FREEZE. The Agent and each of the Lenders shall also have the
right,  at its option,  upon the occurrence of any event which would entitle the
Agent and each of the Lenders to set off or debit as set forth in Section  10.2,
to freeze, block or segregate any such deposits, balances and other sums so that
the Borrower may not access, control or draw upon the same.

     10.4  ADDITIONAL  RIGHTS.  The  rights  of  Agent,  the  Lenders,  and each
affiliate of the Agent and the Lenders under this Section 10 are in addition to,
and not in limitation of, other rights and remedies,  including  other rights of
set off, which Agent or any of the Lenders may have.

11.  THE AGENT AND THE LENDERS
     -------------------------

     11.1 RIGHTS, DUTIES AND IMMUNITIES OF THE AGENT.
          ------------------------------------------

          11.1.1 APPOINTMENT OF AGENT. Each Lender hereby irrevocably designates
and  appoints  Fleet  National  Bank as Agent of such Lender to act as specified
herein and in the other Loan Documents,  and each such Lender hereby irrevocably
authorizes the Agent to take such actions, exercise such powers and perform such
duties as are expressly delegated to or conferred upon the Agent by the terms of
this Agreement and the other Loan Documents,  together with such other powers as
are  reasonably  incidental  thereto.  The Agent  agrees to act as such upon the
express  conditions  contained  in this Section 11. The Agent shall not have any
duties or  responsibilities  except those  expressly  set forth herein or in the
other Loan  Documents,  nor shall it have any  fiduciary  relationship  with, or


                                       36
<PAGE>



fiduciary  duty to,  any  Lender,  and no implied  covenants,  responsibilities,
duties,  obligations  or  liabilities  shall  be read  into  this  Agreement  or
otherwise exist against the Agent.  The provisions of this Section 11 are solely
for the benefit of the Agent and the Lenders,  and the  Borrower  shall not have
any rights as a third party beneficiary of any of the provisions hereof.

          11.1.2 ADMINISTRATION OF LOAN BY AGENT. The Agent shall be responsible
for  administering  the Loan on a  day-to-day  basis.  In the  exercise  of such
administrative  duties,  the Agent shall use the same  diligence and standard of
care that is customarily used by the Agent with respect to similar loans held by
the Agent solely for its own account.

     Each  Lender  delegates  to the Agent the full right and  authority  on its
behalf  to  take  the  following   specific   actions  in  connection  with  its
administration of the Loan:

               (i) to fund  each  Warehousing  Advance  in  accordance  with the
     provisions  of the Loan  Documents,  but only to the extent of  immediately
     available  funds provided to the Agent by the  respective  Lenders for such
     purpose;

               (ii) to receive all  payments of  principal,  interest,  fees and
     other charges paid by, or on behalf of, the Borrower  and,  except for fees
     to which the Agent is entitled pursuant to the Loan Documents or otherwise,
     to  distribute  all such funds to the  respective  Lenders as provided  for
     hereunder;

               (iii)  to keep and  maintain  complete  and  accurate  files  and
     records of all material matters pertaining to the Loan, and make such files
     and records  available  for  inspection  and copying by each Lender and its
     respective   employees  and  agents  during  normal   business  hours  upon
     reasonable prior notice to the Agent; and

               (iv)  to do or  omit  doing  all  such  other  actions  as may be
     reasonably necessary or incident to the implementation,  administration and
     servicing of the Loan and the rights and duties delegated hereinabove.

          11.1.3  DELEGATION OF DUTIES.  The Agent may execute any of its duties
under  this  Agreement  or any  other  Document  by or  through  its  agents  or
attorneys-in-fact, and shall be entitled to the advice of counsel concerning all
matters  pertaining  to its  rights  and  duties  hereunder  or  under  the Loan
Documents.  The Agent shall not be responsible  for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.

          11.1.4  EXCULPATORY  PROVISIONS.  Neither  the  Agent  nor  any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
liable for any action  lawfully taken or omitted to be taken by it or them under
or in connection with this Agreement or the other Loan Documents, except for its
or their gross  negligence or willful  misconduct.  Neither the Agent nor any of
its officers,  directors,  employees,  agents,  attorneys-in-fact  or affiliates
shall be responsible for or have any duty to ascertain,  inquire into, or verify
(i) any recital,  statement,  representation or warranty made by the Borrower or
any of its  officers or agents  contained  in this  Agreement  or the other Loan
Documents  or in any  certificate  or other  document  delivered  in  connection
therewith;  (ii)  the  performance  or  observance  of any of the  covenants  or
agreements  contained in, or the conditions of, this Agreement or the other Loan
Documents; (iii) the state or condition of any properties of the Borrower or any
other obligor  hereunder  constituting  Collateral  for the  Obligations  of the
Borrower hereunder,  except as may be specifically provided in this Agreement or
the Exhibits  hereto  (subject to the immediately  preceding  sentence),  or any
information  contained  in the  books  or  records  of the  Borrower;  (iv)  the
validity, enforceability,  collectibility,  effectiveness or genuineness of this
Agreement  or any other Loan  Document  or any other  certificate,  document  or
instrument furnished in connection therewith;  or (v) the validity,  priority or
perfection of any lien securing or purporting to secure the  Obligations  or the
value or sufficiency of any of the Collateral.

          11.1.5  RELIANCE BY AGENT.  The Agent  shall be entitled to rely,  and
shall be fully  protected  in relying,  upon any notice,  consent,  certificate,
affidavit, or other document or writing believed by it to be genuine and correct
and to have been signed, sent or made by the proper person or persons,  and upon


                                       37
<PAGE>



the advice and  statements of legal  counsel  (including,  without,  limitation,
counsel to the Borrower),  independent accountants and other experts selected by
the Agent. The Agent shall be fully justified in failing or refusing to take any
action  under this  Agreement or any other Loan  Document  unless it shall first
receive such advice or concurrence of the Requisite Lenders (or all the Lenders,
if and to the extent  required  pursuant to Section  11.4.1  hereof) as it deems
appropriate or it shall first be indemnified to its  satisfaction by the Lenders
against any and all  liability and expense which may be incurred by it by reason
of the taking or failing to take any such  action.  The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan  Documents  in  accordance  with any  written  request of the
Requisite  Lenders,  and each such  request of the  Requisite  Lenders,  and any
action taken or failure to act by the Agent pursuant  thereto,  shall be binding
upon all of the Lenders; provided, however, that the Agent shall not be required
in any event to act, or to refrain from acting,  in any manner which is contrary
to the Loan Documents or to applicable law.

          11.1.6  NOTICE  OF  DEFAULT.  The  Agent  shall  not be deemed to have
knowledge or notice of the occurrence of any Default unless the Agent has actual
knowledge  of the same or has  received  notice  from a Lender  or the  Borrower
referring  to this  Agreement,  describing  such  Default and stating  that such
notice is a "notice of default". In the event that the Agent obtains such actual
knowledge or receives such a notice,  the Agent shall give prompt notice thereof
to each of the  Lenders.  The Agent shall take such action with  respect to such
Default as shall be  reasonably  directed by the  Requisite  Lenders (or all the
Lenders,  if and to the extent  required  pursuant  to Section  11.4.1  hereof).
Unless and until the Agent shall have  received  such  direction,  the Agent may
(but shall not be obligated  to) take such  action,  or refrain from taking such
action,  with respect to any such Default as it shall deem advisable in the best
interest of the Lenders, provided,  however, that the Agent shall not accelerate
the indebtedness  under this Agreement  without the prior written consent of the
Requisite Lenders.

          11.1.7 LENDERS' CREDIT  DECISIONS.  Each Lender  acknowledges  that it
has,  independently and without reliance upon the Agent or any other Lender, and
based on the financial  statements  prepared by the Borrower and the  Guarantors
and such other documents and information as it has deemed appropriate,  made its
own credit analysis and  investigation  into the business,  assets,  operations,
property,  and financial and other  condition of the Borrower and the Guarantors
and has made its own  decision to enter into this  Agreement  and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance  upon the Agent or any other  Lender,  and based on such  documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in determining  whether or not conditions  precedent to closing
any Loan  hereunder  have been  satisfied and in taking or not taking any action
under this Agreement and the other Loan Documents.

          11.1.8 AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse  and indemnify  the Agent,  ratably in proportion to their  respective
Commitments,  for (i) any amounts not  reimbursed  by the Borrower for which the
Agent is entitled to  reimbursement  by the Borrower under this Agreement or the
other Loan Documents, (ii) any other expenses incurred by the Agent on behalf of
the  Lenders  in  connection   with  the   preparation,   execution,   delivery,
administration,  amendment,  waiver and/or enforcement of this Agreement and the
other Loan Documents, and (iii) any liabilities,  obligations,  losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind and nature whatsoever which may imposed on, incurred by or asserted against
the Agent in any way  relating to or arising out of this  Agreement or the other
Loan  Documents or any other document  delivered in connection  therewith or any
transaction  contemplated thereby, or the enforcement of any of the terms hereof
or thereof,  provided that no Lender shall be liable for any of the foregoing to
the extent that they arise from the gross  negligence  or willful  misconduct of
the Agent. If any indemnity furnished to the Agent for any purpose shall, in the
opinion of the Agent, be insufficient or become impaired, the Agent may call for
additional  indemnity and cease, or not commence,  to do the action  indemnified
against until such additional indemnity is furnished.

          11.1.9  AGENT  IN  ITS  INDIVIDUAL  CAPACITY.   With  respect  to  its
Commitment as a Lender,  and the Loans made by it and the Note issued to it, the
Agent shall have the same rights and powers  hereunder  and under any other Loan
Document  as any  Lender  and may  exercise  the same as  though it were not the
Agent,  and the term "Lender" or "Lenders" shall,  unless the context  otherwise
indicates,  include  the  Agent in its  individual  capacity.  The Agent and its
subsidiaries  and  affiliates  may  accept  deposits  from,  lend  money to, and
generally  engage  in any  kind of  commercial  or  investment  banking,  trust,
advisory or other  business with the Borrower or any  subsidiary or affiliate of
the Borrower as if it were not the Agent hereunder.


                                       38
<PAGE>



          11.1.10  SUCCESSOR  AGENT.  The Agent may resign at any time by giving
thirty (30) days' prior  written  notice to the  Lenders and the  Borrower.  The
Requisite Lenders, for good cause, may remove Agent at any time by giving thirty
(30)  days'  prior  written  notice to the  Agent,  the  Borrower  and the other
Lenders.  Upon any such resignation or removal, the Requisite Lenders shall have
the right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Requisite  Lenders and accepted such appointment  within thirty
(30) days  after the  retiring  Agent's  giving  notice  of  resignation  or the
Requisite  Lenders'  giving  notice  of  removal,  as the case may be,  then the
retiring  or  removed  Agent may  appoint,  on behalf  of the  Borrower  and the
Lenders,  a  successor  Agent.  Each such  successor  Agent shall be a financial
institution  which  meets the  requirements  of an Eligible  Assignee.  Upon the
acceptance of any  appointment  as Agent  hereunder by a successor  Agent,  such
successor  Agent  shall  thereupon  succeed  to and become  vested  with all the
rights, powers,  privileges and duties of the retiring or removed Agent, and the
retiring or removed  Agent shall be discharged  from its duties and  obligations
hereunder  and under the  other  Loan  Documents.  After  any  retiring  Agent's
resignation hereunder, or the removal of the Agent hereunder,  the provisions of
this  Section  11 shall  continue  in effect  for its  benefit in respect of any
actions  taken or  omitted  to be taken by it while it was  acting  as the Agent
hereunder.

          11.1.11 DUTIES IN THE CASE OF ENFORCEMENT.  In case one or more Events
of  Default  have  occurred  and  shall  be  continuing,   and  whether  or  not
acceleration  of the  Obligations  shall have occurred,  the Agent shall, at the
request, or may, upon the consent,  of the Requisite Lenders,  and provided that
the Lenders have given to the Agent such  additional  indemnities and assurances
against expenses and liabilities as the Agent may reasonably request, proceed to
enforce the provisions of this Agreement and the other Loan Documents respecting
the foreclosure of mortgages,  the sale or other  disposition of all or any part
of the  Collateral  and the exercise of any other legal or  equitable  rights or
remedies as it may have  hereunder or under any other Loan Document or otherwise
by virtue of applicable law, or to refrain from so acting if similarly requested
by the  Requisite  Lenders.  The Agent shall be fully  protected in so acting or
refraining from acting upon the instruction of the Requisite  Lenders,  and such
instruction  shall be binding upon all the Lenders.  The  Requisite  Lenders may
direct  the  Agent  in  writing  as to the  method  and the  extent  of any such
foreclosure,  sale or other  disposition  or the  exercise of any other right or
remedy,  the Lenders  hereby  agreeing to indemnify and hold the Agent  harmless
from all costs and  liabilities  incurred  in  respect of all  actions  taken or
omitted in  accordance  with such  direction,  provided  that the Agent need not
comply with any such direction to the extent that the Agent reasonably  believes
the Agent's  compliance  with such  direction  to be  unlawful  or  commercially
unreasonable  in any applicable  jurisdiction.  The Agent may, in its discretion
but without obligation,  in the absence of direction from the Requisite Lenders,
take such interim actions as it believes necessary to preserve the rights of the
Lenders  hereunder  and  in  and to any  Collateral  securing  the  Obligations,
including  but not  limited  to  petitioning  a  court  for  injunctive  relief,
appointment  of a receiver or  preservation  of the proceeds of any  Collateral.
Each of the  Lenders  acknowledges  and  agrees  that no  individual  Lender may
separately  enforce  or  exercise  any of  the  provisions  of  any of the  Loan
Documents, including without limitation the Notes, other than through the Agent.

          11.1.12  DISTRIBUTIONS  OF  NOTICES  AND  DOCUMENTS  . The Agent  will
forward to each Lender,  promptly after the Agent's receipt  thereof,  a copy of
each notice or other document  furnished to the Agent pursuant to this Agreement
other than routine  communications  associated  with  requests  for  Warehousing
Advances  or  determinations  of  Collateral   eligibility,   other  routine  or
nonmaterial  communications,  notices  or  documents  required  by any  of  Loan
Documents to be furnished  directly to the Lenders by the Borrower,  or of which
the Agent  has  knowledge  that  such  notice  or  document  otherwise  had been
forwarded directly to the Lenders other than by the Agent.

     11.2 RESPECTING LOANS AND PAYMENTS.
          -----------------------------

          11.2.1 PROCEDURES FOR WAREHOUSING  ADVANCES.  Agent shall give written
notice to each Lender of each  request for a  Warehousing  Advance by  facsimile
transmission,  hand  delivery or overnight  courier on the same  Business Day as
received from the Borrower  pursuant to Section 2.3.1. Each such notice shall be
accompanied  by a written  summary of the request for a Warehousing  Advance and
shall  specify  (a)  the  date of the  requested  Warehousing  Advance,  (b) the
aggregate amount of the requested Warehousing Advance, and (c) each Lender's pro
rata share of the requested Warehousing Advance. Each Lender shall, before 11:00
a.m.  (Boston  time) on the date set forth in any such request for a Warehousing
Advance,  make  available to Agent,  at an account to be  designated by Agent at
Fleet National Bank in Boston,  Massachusetts,  in same day funds, each Lender's
ratable portion of the requested  Warehousing Advance.  After Agent's receipt of
such funds and upon Agent's  determination  that the  applicable  conditions  to


                                       39
<PAGE>



making the requested  Warehousing Advance have been fulfilled,  Agent shall make
such funds available to the Borrower as provided for in this Agreement. Within a
reasonable  period of time  following  the making of each  Warehousing  Advance,
Agent  shall  deliver to each Lender a copy of the  Borrower's  request for such
Warehousing Advance. Promptly after receipt by Agent of written request from any
Lender,   Agent  shall  deliver  to  the  requesting   Lender  the  accompanying
certifications  and  such  other  instruments,   documents,  certifications  and
approvals  delivered  by or on behalf of the Borrower to Agent in support of the
requested Warehousing Advance.

          11.2.2  NATURE OF  OBLIGATIONS  OF  LENDERS.  The  obligations  of the
Lenders  hereunder  are several and not joint.  Failure of any Lender to fulfill
its  obligations  hereunder  shall  not  result  in any  other  Lender  becoming
obligated to advance more than its Commitment  Percentage of the Loan, nor shall
such failure release or diminish the obligations of any other Lender to fund its
Commitment Percentage provided herein.

          11.2.3 PAYMENTS TO AGENT. All payments of principal of and interest on
the Loan or the Notes  shall be made to the Agent by the  Borrower  or any other
obligor or  guarantor  for the account of the Lenders in  immediately  available
funds as provided in the Notes and this  Agreement and any other Loan  Document.
Except as  otherwise  expressly  provided  herein,  the Agent  agrees to use its
reasonable  best efforts to promptly to distribute  to each Lender,  on the same
Business  Day upon which each such  payment is made (if  received  prior to 2:00
p.m. on such  Business  Day),  such  Lender's  proportionate  share of each such
payment in immediately  available  funds  excluding  Liquidation  Proceeds which
shall be  distributed in accordance  with Section 11.2.4 below.  The Agent shall
upon each  distribution  promptly notify the Borrower of such  distribution  and
each Lender of the amounts  distributed  to it  applicable  to principal of, and
interest on, the proportionate share held by the applicable Lender. Each payment
to the Agent under the first sentence of this Section shall constitute a payment
by the  Borrower  to each  Lender in the amount of such  Lender's  proportionate
share of such payment, and any such payment to the Agent shall not be considered
outstanding  for any purpose  after the date of such  payment by the Borrower to
the Agent without regard to whether or when the Agent makes distribution thereof
as provided  above.  If any payment  received by the Agent from the  Borrower is
insufficient  to pay both all accrued  interest and all  principal  then due and
owing,  unless  otherwise  provided  herein,  the Agent  shall  first apply such
payment to all outstanding  interest until paid in full and shall then apply the
remainder  of such  payment  to all  principal  then due and  owing,  and  shall
distribute the payment to each Lender accordingly.

          11.2.4 DISTRIBUTION OF LIQUIDATION PROCEEDS.
                 ------------------------------------

     Subject to the terms and conditions  hereof, the Agent shall distribute all
Liquidation Proceeds in the order and manner set forth below:

First:         To  the  Agent,  towards any fees and any  expenses for which the
               Agent is entitled to  reimbursement  under this  Agreement or the
               other Loan Documents not theretofore paid to the Agent.

Second:        To   all   applicable   Lenders    in   accordance   with   their
               proportional   share  based  upon  their  respective   Commitment
               Percentages  until  all  Lenders  have  been  reimbursed  for all
               expenses which such Lenders have previously paid to the Agent and
               not theretofore paid to such Lenders.

Third:         To  all  Lenders  in  accordance  with their  proportional  share
               based  upon their  respective  Commitment  Percentages  until all
               Lenders have been paid in full all  principal and interest due to
               such  Lenders  under the Loan,  with each  Lender  applying  such
               proceeds  for  purposes  of  this  Agreement  first  against  the
               outstanding  principal  balance due to such Lender under the Loan
               and then to accrued and unpaid interest due under the Loan.

Fourth:        To   Fleet  National  Bank   any   costs  and  expenses  incurred
               directly by Fleet  National Bank as a result of any breach of any
               Hedging Arrangements.

Fifth:         To  all  applicable Lenders in accordance with their proportional
               share based upon their respective  Commitment  Percentages  until
               all Lenders have been paid in full all other  amounts due to such
               Lenders under the Loan including,  without limitation,  any costs


                                       40
<PAGE>



               and expenses incurred directly by such Lenders to the extent such
               costs  and  expenses  are  reimbursable  to such  Lenders  by the
               Borrower under the Loan Documents.

Sixth:         To  the  Borrower  or  such third  parties as may be  entitled to
               claim Liquidation Proceeds.

          11.2.5   ADJUSTMENTS.   If,   after  Agent  has  paid  each   Lender's
proportionate  share of any  payment  received or applied by Agent in respect of
the Loan,  that payment is rescinded or must  otherwise be returned or paid over
by Agent,  whether  pursuant to any  bankruptcy  or insolvency  law,  sharing of
payments  clause of any loan  agreement  or  otherwise,  such Lender  shall,  at
Agent's  request,  promptly  return its  proportionate  share of such payment or
application  to Agent,  together  with the Lender's  proportionate  share of any
interest  or other  amount  required  to be paid by Agent  with  respect to such
payment or application.

          11.2.6  SETOFF.  If any Lender  (including  the Agent),  acting in its
individual  capacity,  shall  exercise  any  right of  setoff  against a deposit
balance or other  account of the Borrower  held by such Lender on account of the
obligations of the Borrower under this Agreement, such Lender shall remit to the
Agent all such sums  received  pursuant to the exercise of such right of setoff,
and the Agent  shall  apply all such sums for the  benefit of all of the Lenders
hereunder in accordance with the terms of this Agreement.

          11.2.7  DISTRIBUTION  BY  AGENT.  If  in  the  opinion  of  the  Agent
distribution  of any amount  received by it in such capacity  hereunder or under
the Notes or under any of the other Loan Documents  might involve any liability,
it may refrain  from making  distribution  until its right to make  distribution
shall have been  adjudicated  by a court of competent  jurisdiction  or has been
resolved  by the  mutual  consent of all  Lenders.  In  addition,  the Agent may
request full and complete indemnity,  in form and substance  satisfactory to it,
prior to making  any such  distribution.  If a court of  competent  jurisdiction
shall  adjudge that any amount  received and  distributed  by the Agent is to be
repaid,  each  person to whom any such  distribution  shall have been made shall
either repay to the Agent its  proportionate  share of the amount so adjudged to
be repaid or shall pay over to the same in such  manner  and to such  persons as
shall be determined by such court.

          11.2.8  DELINQUENT  LENDER. If for any reason any Lender shall fail or
refuse to abide by its  obligations  under  this  Agreement,  including  without
limitation  its  obligation to make available to Agent its pro rata share of any
Loans,  expenses or setoff (a "Delinquent Lender") and such failure is not cured
within ten (10) days of receipt from the Agent of written notice thereof,  then,
in addition to the rights and remedies  that may be  available  to Agent,  other
Lenders,  the  Borrower  or any  other  party  at law or in  equity,  and not in
limitation  thereof,  (i) such  Delinquent  Lender's right to participate in the
administration  of, or  decision-making  rights  related  to,  the  Loans,  this
Agreement or the other Loan Documents shall be suspended  during the pendency of
such failure or refusal,  and (ii) a  Delinquent  Lender shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on account of
outstanding Loans, interest, fees or otherwise, to the remaining  non-delinquent
Lenders for application to, and reduction of, their proportionate  shares of all
outstanding  Loans until,  as a result of application of such assigned  payments
the  Lenders'  respective  pro rata shares of all  outstanding  Loans shall have
returned to those in effect  immediately  prior to such  delinquency and without
giving  effect  to the  nonpayment  causing  such  delinquency.  The  Delinquent
Lender's  decision-making and participation rights and rights to payments as set
forth in  clauses  (i) and (ii)  hereinabove  shall be  restored  only  upon the
payment by the Delinquent Lender of its pro rata share of any Loans, expenses or
setoffs as to which it is  delinquent,  together  with  interest  thereon at the
Default  Rate from the date when  originally  due until the date upon  which any
such amounts are actually paid.

     The  non-delinquent  Lenders  shall  also  have  the  right,  but  not  the
obligation, in their respective, sole and absolute discretion, to acquire for no
cash  consideration,  (PRO RATA,  based on the  respective  Commitments of those
Lenders electing to exercise such right) the Delinquent  Lender's  Commitment to
fund future Loans (the "Future  Commitment").  Upon any such purchase of the PRO
RATA share of any Delinquent Lender's Future Commitment, the Delinquent Lender's
share in future  Loans and its  rights  under the Loan  Documents  with  respect
thereto shall terminate on the date of purchase, and the Delinquent Lender shall
promptly  execute all documents  reasonably  requested to surrender and transfer
such interest,  including, if so requested,  an Assignment and Acceptance.  Each
Delinquent Lender shall indemnify Agent and each non-delinquent  Lender from and
against  any and all loss,  damage or  expenses,  including  but not  limited to
reasonable  attorneys' fees and funds advanced by Agent or by any non-delinquent
Lender, on account of a Delinquent  Lender's failure to timely fund its PRO RATA
share  of a  Loan  or to  otherwise  perform  its  obligations  under  the  Loan
Documents.


                                       41
<PAGE>



          11.2.9 HOLDERS.  The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes  hereof unless and until a written  notice of
the assignment,  transfer or endorsement thereof, as the case may be, shall have
been filed with the Agent.  Any  request,  authority or consent of any person or
entity  who,  at the time of making such  request or giving  such  authority  or
consent,  is the  holder of any Note  shall be  conclusive  and  binding  on any
subsequent holder,  transferee or endorsee,  as the case may be, of such Note or
of any Note or Notes issued in exchange therefor.

     11.3 ASSIGNMENT AND PARTICIPATION.
          ----------------------------

          11.3.1 CONDITIONS TO ASSIGNMENT BY LENDERS. Except as provided herein,
each Lender may assign to one or more Eligible Assignees all or a portion of its
interests,  rights and  obligations  under this  Agreement  (including  all or a
portion of its Commitment  Percentage and Commitment and the same portion of the
Loans at the time owing to it and the Notes held by it),  upon  satisfaction  of
the  following  conditions:  (a) each of the Agent and the  Borrower  shall have
given its prior written consent to such  assignment  (provided that, in the case
of the Borrower, such consent will not be unreasonably withheld and shall not be
required if a Default  shall have  occurred  and be  continuing);  (b) each such
assignment  shall be of a  constant,  and not a varying,  percentage  of all the
assigning  Lender's  rights  and  obligations  under  this  Agreement,  (c) each
assignment shall be in an amount that is at least  $10,000,000.00 and is a whole
multiple of  $250,000.00,  (d) each Lender which is a Lender at the time of such
assignment  shall  retain,  free  of  any  such  assignment,  an  amount  of its
Commitment  of not less than  $5,000,000.00,  (e) the Agent,  in its  individual
capacity as a Lender,  shall retain,  free of any such assignment,  an amount of
its  Commitment  of not less than  $20,000,000.00,  and (f) the  parties to such
assignment shall execute and deliver to the Agent, for recording in the Register
(as hereinafter  defined),  an Assignment and Acceptance,  substantially  in the
form of EXHIBIT E hereto (an  "Assignment  and  Acceptance"),  together with any
Notes subject to such assignment. Upon such execution,  delivery, acceptance and
recording,  from and after the effective date  specified in each  Assignment and
Acceptance,  which effective date shall be at least five (5) Business Days after
the execution thereof,  (x) the assignee thereunder shall be a party hereto and,
to the extent provided in such  Assignment and  Acceptance,  have the rights and
obligations of a Lender  hereunder,  and (y) the assigning  Lender shall, to the
extent  provided  in such  assignment  and  upon  payment  to the  Agent  of the
registration fee referred to in Section 13.3.3, be released from its obligations
under this Agreement.

          11.3.2 CERTAIN REPRESENTATIONS AND WARRANTIES, LIMITATIONS, COVENANTS.
By executing and  delivering an Assignment and  Acceptance,  the parties to such
Assignment  and  Acceptance  confirm  to and agree with each other and the other
parties hereto as follows:

               (a) other than the  representation  and  warranty  that it is the
     legal and beneficial  owner of the interest being assigned thereby free and
     clear of any adverse claim, the assigning Lender makes no representation or
     warranty, express or implied, and assumes no responsibility with respect to
     any statements, warranties or representations made in or in connection with
     this  Agreement  or  the  execution,  legality,  validity,  enforceability,
     genuineness,  sufficiency  or  value  of this  Agreement,  the  other  Loan
     Documents or any other instrument or document  furnished pursuant hereto or
     the  attachment,  perfection  or  priority  of  any  security  interest  or
     mortgage;

               (b) the assigning Lender makes no  representation or warranty and
     assumes no  responsibility  with respect to the financial  condition of the
     Borrower and its affiliates,  related entities or subsidiaries or any other
     person   primarily  or  secondarily   liable  in  respect  of  any  of  the
     Obligations,  or the performance or observance by the Borrower or any other
     person primarily or secondarily liable in respect of any of the Obligations
     of any of their  obligations  under this Agreement or any of the other Loan
     Documents or any other instrument or document  furnished pursuant hereto or
     thereto;

               (c) such  assignee  confirms  that it has received a copy of this
     Agreement,  together  with copies of the most recent  financial  statements
     provided  by the  Borrower  as  required  by the  terms of this  Agreement,
     together  with  such  other  documents  and  information  as it has  deemed
     appropriate to make its own credit analysis and decision to enter into such
     Assignment and Acceptance;


                                       42
<PAGE>



               (d) such assignee will,  independently  and without reliance upon
     the  assigning  Lender,  the  Agent or any other  Lender  and based on such
     documents  and  information  as it  shall  deem  appropriate  at the  time,
     continue to make its own credit  decisions  in taking or not taking  action
     under this Agreement;

               (e) such assignee  represents and warrants that it is an Eligible
     Assignee;

               (f) such assignee  appoints and authorizes the Agent to take such
     action as agent on its  behalf  and to  exercise  such  powers  under  this
     Agreement and the other Loan Documents as are delegated to the Agent by the
     terms  hereof  or  thereof,  together  with such  powers as are  reasonably
     incidental thereto;

               (g) such assignee  agrees that it will perform in accordance with
     their terms all of the obligations  that by the terms of this Agreement are
     required to be performed by it as a Lender; and

               (h) such  assignee  represents  and  warrants  that it is legally
     authorized to enter into such Assignment and Acceptance.

          11.3.3  REGISTER.  The Agent shall maintain a copy of each  Assignment
and Acceptance  delivered to it and a register or similar list (the  "Register")
for the recordation of the names and addresses of the Lenders and the Commitment
Percentage of, and principal  amount of the Loans owing to the Lenders from time
to time.  The entries in the  Register  shall be  conclusive,  in the absence of
manifest  error,  and the  Borrower,  the Agent and the  Lenders  may treat each
person  whose name is recorded in the  Register  as a Lender  hereunder  for all
purposes of this  Agreement.  The Register  shall be available for inspection by
the Borrower and the Lenders at any  reasonable  time and from time to time upon
reasonable prior notice. Upon each such recordation, the assigning Lender agrees
to pay to the Agent a registration fee in the sum of ($5,000.00).

          11.3.4 NEW NOTES.  Upon its receipt of an  Assignment  and  Acceptance
executed by the parties to such  assignment,  together with each Note subject to
such assignment, the Agent shall (a) record the information contained therein in
the Register, and (b) give prompt notice thereof to the Borrower and the Lenders
(other than the assigning  Lender).  Within five (5) Business Days after receipt
of such notice, the Borrower,  at its own expense,  shall execute and deliver to
the Agent,  in exchange  for each  surrendered  Note, a new Note to the order of
such Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender
has retained some portion of its obligations  hereunder, a new Note to the order
of the  assigning  Lender  in an  amount  equal  to the  amount  retained  by it
hereunder.  Such new Notes  shall  provide  that they are  replacements  for the
surrendered  Notes,  shall  be in an  aggregate  principal  amount  equal to the
aggregate  principal  amount  of the  surrendered  Notes,  shall  be  dated  the
effective  date of  such  Assignment  and  Acceptance  and  shall  otherwise  be
substantially  the form of the assigned Notes.  Within five (5) days of issuance
of any new Notes pursuant to this Section 11.3.4,  the Borrower shall deliver an
opinion of counsel,  addressed to the Lenders and the Agent, relating to the due
authorization,  execution  and  delivery  of such new  Notes  and the  legality,
validity and binding effect thereof,  in form and substance  satisfactory to the
Lenders. The surrendered Notes shall be cancelled and returned to the Borrower.

          11.3.5  PARTICIPATIONS.  Each Lender may sell participations to one or
more banks or other financial  institutions in all or a portion of such Lender's
rights and  obligations  under  this  Agreement  and the other  Loan  Documents;
provided  that (a) each  such  participation  shall be in a  minimum  amount  of
$5,000,000.00,  (b) each participant  shall meet the requirements of an Eligible
Assignee,  (c) any such sale or  participation  shall not  affect the rights and
duties of the selling Lender hereunder to the Borrower,  and (d) the only rights
granted to the  participant  pursuant to such  participation  arrangements  with
respect to waivers,  amendments or  modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans,  extend the term or increase the
amount of the  Commitment  of such  Lender as it  relates  to such  participant,
reduce the amount of any commitment  fees to which such  participant is entitled
or extend any regularly scheduled payment date for principal or interest.

          11.3.6 DISCLOSURE. The Borrower agrees that in addition to disclosures
made in accordance with standard and customary  banking practices any Lender may
disclose  information  obtained by such Lender  pursuant  to this  Agreement  to
assignees or participants  and potential  assignees or  participants  hereunder;
provided  that  such  assignees  or  participants  or  potential   assignees  or
participants shall agree (a) to treat in confidence such information unless such


                                       43
<PAGE>



information  otherwise  becomes  public  knowledge,  (b)  not to  disclose  such
information to a third party, except as required by law or legal process and (c)
not to make use of such  information for purposes of  transactions  unrelated to
such contemplated assignment or participation.

          11.3.7 MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Lender shall
retain its rights to be indemnified pursuant to Section 7.25 with respect to any
claims or actions arising prior to the date of such assignment.  If any assignee
Lender is not incorporated under the laws of the United States of America or any
state  thereof,  it shall,  prior to the date on which any  interest or fees are
payable  hereunder  or under any of the other Loan  Documents  for its  account,
deliver  to the  Borrower  and the  Agent  certification  as to  exemption  from
deduction or withholding  of any United States  federal  income taxes.  Anything
contained in this Section 11.3.7 to the contrary  notwithstanding (a) any Lender
may at any time pledge all or any portion of its  interest and rights under this
Agreement  (including  all or any  portion  of its  Notes) to any of the  twelve
Federal Reserve Banks organized under ss.4 of the Federal Reserve Act, 12 U.S.C.
ss.341,  and (b) any Lender may assign,  pledge or  participate  its  interests,
rights and obligations under this Agreement,  including its right to receive and
retain payments on its Note, in connection  with any  arrangement  maintained by
such  Lender  to fund  credit  facilities  provided  by that  Lender;  PROVIDED,
HOWEVER,  that such Lender shall remain  primarily and directly liable to timely
and fully  perform  all of its  obligations  under this  Agreement,  and no such
pledge or the  enforcement  thereof  shall  release the pledgor  Lender from its
obligations  hereunder  or under any of the other Loan  Documents or require the
Borrower  to have  direct  duties  or  responsibilities  to more  than  one such
assignee, pledgee, or participant of such pledgor Lender under this sentence.

          11.3.8  ASSIGNMENT  BY  BORROWER.  The  Borrower  shall not  assign or
transfer  any of its  rights  or  obligations  under  any of the Loan  Documents
without the prior written consent of each of the Lenders.

     11.4 ADMINISTRATIVE MATTERS.
          ----------------------

          11.4.1 AMENDMENT,  WAIVER,  CONSENT, ETC. Except as otherwise provided
herein or as to any term or provision  hereof which  provides for the consent or
approval of the Agent,  no term or provision of this Agreement or any other Loan
Document may be changed, waived,  discharged or terminated,  nor may any consent
required or  permitted by this  Agreement  or any other Loan  Document be given,
unless such  change,  waiver,  discharge,  termination  or consent  receives the
written approval of the Requisite Lenders.

     Notwithstanding  the foregoing,  the unanimous  written approval of all the
Lenders  (other than a Defaulting  Lender) shall be required with respect to any
proposed amendment, waiver, discharge, termination, or consent which:

               (i) has the effect of (a) extending the final scheduled  maturity
     or the date of any  amortization  payment of any Loan or Note, (b) reducing
     the rate or extending the time of payment of interest or fees thereon,  (c)
     increasing  or reducing the  principal  amount  thereof,  or (d)  otherwise
     postponing or forgiving any indebtedness thereunder,

               (ii)  releases  or  discharges   any  material   portion  of  the
     Collateral other than in accordance with the express provisions of the Loan
     Documents,

               (iii) amends, modifies or waives any provisions of this paragraph
     11.4.1,

               (iv) amends,  modifies or waives any  provisions of Section 2.1.3
     and the  limitations  set forth on EXHIBIT D or the  definition of any term
     used therein or used in any of the financial covenants set forth in Section
     7.26,

               (v)  reduces  the  percentage  specified  in  the  definition  of
     Requisite Lenders,

               (vi) except as otherwise  provided in the Agreement or arising by
     the  assignment  by a lender of a portion of its  Commitment,  changes  the
     amount of any Lender's Commitment or Commitment Percentage, or


                                       44
<PAGE>



               (vii)  releases  or waives any  guaranty  of the  Obligations  or
     indemnifications provided in the Loan Documents;

and  PROVIDED,  further,  that without the consent of the Agent,  no such action
shall  amend,  modify  or waive  any  provision  of this  Article  or any  other
provision of any Loan Document which relates to the rights or obligations of the
Agent.

          11.4.2  DEEMED  CONSENT OR  APPROVAL.  With  respect to any  requested
amendment,  waiver,  consent or other action which  requires the approval of the
Requisite Lenders or all of the Lenders,  as the case may be, in accordance with
the terms of this Agreement,  or if the Agent is required  hereunder to seek, or
desires to seek, the approval of the Requisite Lenders or all of the Lenders, as
the case may be, prior to undertaking a particular  action or course of conduct,
the Agent in each such case shall provide each Lender with written notice of any
such request for amendment, waiver or consent or any other requested or proposed
action or course of conduct, accompanied by such detailed background information
and explanations as may be reasonably  necessary to determine whether to approve
or  disapprove  such  amendment,  waiver,  consent or other  action or course of
conduct.  The  Agent may (but  shall not be  required  to)  include  in any such
notice,  printed in capital letters or boldface type, a legend  substantially to
the following effect:

     "THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE.  FAILURE TO RESPOND WITHIN
     TEN  (10)  CALENDAR  DAYS  FROM THE  RECEIPT  OF THIS  COMMUNICATION  SHALL
     CONSTITUTE A DEEMED  APPROVAL BY THE  ADDRESSEE OF THE ACTION  REQUESTED BY
     THE  BORROWER  OR THE COURSE OF CONDUCT  PROPOSED  BY THE AGENT AND RECITED
     ABOVE,"

and if the  foregoing  legend is included by the Agent in its  communication,  a
Lender shall be deemed to have approved or consented to such action or course of
conduct for all purposes hereunder if such Lender fails to object to such action
or course of conduct by written notice to Agent within ten (10) calendar days of
such Lender's receipt of such notice; PROVIDED,  HOWEVER, that, upon the written
request of any Lender for  additional  time to consider such proposed  action or
course of conduct in accordance with the requirements of such Lender's  internal
review process,  the foregoing  10-day period shall be extended by the Agent for
up to an additional ten (10) calendar days.

12.  GENERAL PROVISIONS.
     ------------------

     12.1 NOTICES.  Any notice or other  communication  in connection  with this
Agreement, the Notes, or any of the other Loan Documents (a "Notice"),  shall be
in writing,  and (i) deposited in the United States Mail,  postage  prepaid,  by
registered  or  certified  mail,  or  (ii)  hand  delivered  by  any  commercial
recognized  courier  service  or  overnight  delivery  service  such as  Federal
Express,  or (iii) sent by facsimile  transmission if a FAX Number is designated
below, addressed as set forth below:

                  If to the Borrower:

                           CharterMac Mortgage Capital Corporation
                           101 Hudson Street
                           39th Floor
                           Jersey City, NJ 07302
                           Fax Number: (201) 716-2500
                           Attention:  Chief Financial Officer

with copies by regular mail or such hand delivery or facsimile transmission to:

                           Proskauer Rose LLP
                           1585 Broadway
                           New York, New York 10036
                           FAX Number: (212) 969-2900
                           Attention: Steven Fishman, Esquire


                                       45
<PAGE>



         If to Agent, or to such Person in its capacity as a Lender:

                           Fleet National Bank
                           One Federal Street
                           Mail Code:  MA5-503-04-16
                           Boston, Massachusetts 02110
                           FAX Number: (617) 346-4670
                           Attention: Mr. John F. Simon

with copies by regular mail or such hand delivery or facsimile  transmission  to
(which shall not constitute notice):

                           Nutter, McClennen & Fish, LLP
                           World Trade Center West
                           155 Seaport Boulevard
                           Boston, Massachusetts 02210
                           FAX Number: (617) 310-9806
                           Attention: Philip R. Rosenblatt, Esquire

     If to a Lender (other than Fleet National  Bank):  To such address for such
Lender as appears on SCHEDULE 1.

Any such addressee may change its address for such notices to such other address
in the United States as such  addressee  shall have  specified by written notice
given as set forth  above.  All  periods of notice  shall be  measured  from the
deemed date of delivery.

     A notice shall be deemed to have been given, delivered and received for the
purposes  of all  Loan  Documents  upon  the  earliest  of:  (i) if sent by such
certified or registered mail, on the earlier of the third Business Day following
the date of postmark or on the date of actual receipt, or (ii) if hand delivered
at the specified address by such courier or overnight delivery service,  when so
delivered or tendered for delivery during customary business hours on a Business
Day, or (iii) if facsimile  transmission  is a permitted means of giving notice,
upon receipt as evidenced by confirmation.

     12.2  PAYMENTS TO BE CHARGED AS AN ADVANCE.  Any payments  required by this
Agreement,  the Notes or any of the other Loan Documents may (but not before the
due date  thereof) be deducted  by Lender from the amount,  if any,  not already
advanced, and the same shall be deemed to be a Loan, or may be deducted from any
Loan due hereunder.  Any attorneys'  fees,  inspection fee, or any other expense
payable by the Borrower as herein  provided for, or incurred in connection  with
the  examination  of the  Collateral  for the Loan,  any tangible or  intangible
assets of the Borrower, the drafting of the Loan Documents and other instruments
evidencing  or securing  the  Obligations  and all other Loan  Documents  may be
likewise  deducted  from the amounts,  if any, not already  advanced or from any
Loan payable to the Borrower and, in any event, charged as a Loan hereunder, but
only to the extent payable by the Borrower pursuant to Section 7.24 hereof.

     12.3 PARTIES  BOUND;  INTEGRATION.  The provisions of this Agreement and of
each of the other Loan Documents  shall be binding upon and inure to the benefit
of  Borrower  and  the  Agent  and  each of the  Lenders  and  their  respective
successors and assigns,  except as otherwise prohibited by this Agreement or any
of the other Loan Documents.

     This Agreement is a contract by and among  Borrower,  Agent and each of the
Lenders for their  mutual  benefit,  and no third  person  shall have any right,
claim or interest  against  either Agent,  any of the Lenders,  or Borrower as a
third party beneficiary or otherwise by virtue of any provision hereof.

     This  Agreement is intended by the  Borrower,  the Agent and the Lenders as
the final,  complete and exclusive  statement of the  transactions  evidenced by
this  Agreement.   All  prior  or  contemporaneous   promises,   agreements  and
understandings,  whether oral or written,  are deemed to be  superceded  by this
Agreement,  and no party is relying on any promise,  agreement or  understanding
not set forth in this Agreement.


                                       46
<PAGE>



     12.4 WAIVERS, EXTENSIONS AND RELEASES. Except as otherwise provided herein,
the Agent, the Requisite  Lenders or all of the Lenders,  as applicable,  may at
any time and from time to time waive any one or more of the conditions contained
herein or in any of the other Loan  Documents,  or extend the time of payment of
the Loan,  or release  portions of the  Collateral  from the  provisions of this
Agreement  and from the Security  Documents,  but any such waiver,  extension or
release shall be deemed to be made in pursuance and not in modification  hereof,
and any such waiver in any instance, or under any particular  circumstance shall
not be considered a waiver of such  condition in any other instance or any other
circumstance.

     12.5 GOVERNING LAW; CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.
          -------------------------------------------------------------------

          12.5.1 SUBSTANTIAL RELATIONSHIP.  It is understood and agreed that all
of  the  Loan  Documents  were   negotiated,   executed  and  delivered  in  the
Commonwealth  of  Massachusetts,  which  Commonwealth  the  parties  agree has a
substantial  relationship  to the  parties  and to the  underlying  transactions
embodied by the Loan Documents.

          12.5.2 PLACE OF DELIVERY.  The Borrower  agrees to furnish to Agent at
the  Agent's   office  in  Boston,   Massachusetts   all  further   instruments,
certifications and documents to be furnished hereunder.

          12.5.3  GOVERNING  LAW.  This  Agreement  and each of the  other  Loan
Documents shall in all respects be governed,  construed, applied and enforced in
accordance with the internal laws of the Commonwealth of  Massachusetts  without
regard to principles of conflicts of law.

     12.6 CONSENT TO  JURISDICTION.  THE  BORROWER  AGREES THAT ANY SUIT FOR THE
ENFORCEMENT  OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT
IN THE COURTS OF THE  COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING
THEREIN AND  CONSENTS  TO THE  NONEXCLUSIVE  JURISDICTION  OF SUCH COURT AND THE
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE  BORROWER BY MAIL AT THE
ADDRESS SPECIFIED IN SECTION 12.1. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER  HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

     12.7 JURY TRIAL WAIVER.  THE BORROWER,  AGENT AND LENDERS (BY ACCEPTANCE OF
THIS AGREEMENT)  MUTUALLY HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,  ARISING
OUT OF, UNDER OR IN CONNECTION  WITH THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENTS
CONTEMPLATED  TO BE EXECUTED IN CONNECTION  HEREWITH,  OR ANY COURSE OF CONDUCT,
COURSE OF  DEALINGS,  STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF AGENT OR ANY LENDER RELATING TO THE  ADMINISTRATION  OF
THE LOAN OR  ENFORCEMENT  OF THE LOAN  DOCUMENTS,  AND  AGREE  THAT  NONE OF THE
PARTIES WILL SEEK TO CONSOLIDATE  ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  EXCEPT AS PROHIBITED BY LAW, THE
BORROWER  HEREBY  WAIVES  ANY  RIGHT  IT MAY HAVE TO  CLAIM  OR  RECOVER  IN ANY
LITIGATION  ANY SPECIAL,  EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL  DAMAGES.  THE BORROWER  CERTIFIES
THAT  NO  REPRESENTATIVE,   AGENT  OR  ATTORNEY  OF  AGENT  OR  ANY  LENDER  HAS
REPRESENTED,  EXPRESSLY OR OTHERWISE, THAT AGENT OR ANY LENDER WOULD NOT, IN THE
EVENT  OF  LITIGATION,  SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER.  THIS  WAIVER
CONSTITUTES  A MATERIAL  INDUCEMENT  FOR AGENT AND THE  LENDERS  TO ACCEPT  THIS
AGREEMENT AND MAKE THE LOAN.

     12.8 SURVIVAL. All representations, warranties, covenants and agreements of
the  Borrower  herein  or  in  any  other  Loan  Document,  or  in  any  notice,
certificate,  or other paper delivered by or on behalf of the Borrower  pursuant
hereto are significant and shall be deemed to have been relied upon by Agent and
each of the Lenders  notwithstanding  any investigation made by Agent or each of
the  Lenders  or on its  behalf  and  shall  survive  the  delivery  of the Loan
Documents  and the  making of the Loan and each  advance  pursuant  thereto.  No
review or approval by Agent or the Lenders,  or by any of their  consultants  or


                                       47
<PAGE>



representatives,  of any opinion letters, certificates by professionals or other
item of any nature  shall  relieve  the  Borrower  or anyone  else of any of the
obligations,  warranties or representations made by or on behalf of the Borrower
under any one or more of the Loan Documents.

     12.9  CUMULATIVE  RIGHTS.  All of the  rights of the Agent and the  Lenders
hereunder and under each of the other Loan Documents and any other agreement now
or hereafter executed in connection  herewith or therewith,  shall be cumulative
and may be exercised singly,  together, or in such combination as Agent and each
Lender may determine in its sole good faith judgment.

     12.10 CLAIMS AGAINST AGENT OR LENDERS.
           -------------------------------

          12.10.1 BORROWER MUST NOTIFY.  The Agent and each of the Lenders shall
not be in default under this Agreement, or under any other Loan Document, unless
a written notice specifically setting forth the claim of the Borrower shall have
been given to Agent and each of the  Lenders  within  thirty (30) days after the
Borrower  first had actual  knowledge or actual notice of the  occurrence of the
event which the  Borrower  alleges gave rise to such claim and the Agent or such
Lender,  as the case may be, does not remedy or cure the  default,  if any there
be, with  reasonable  promptness  thereafter.  Such actual  knowledge  or actual
notice  shall refer to what was  actually  known by, or  expressed  in a written
notification furnished to any Authorized Representative.

          12.10.2 REMEDIES. If it is determined by the final order of a court of
competent  jurisdiction,  which is not subject to further appeal,  that Agent or
any of the Lenders has breached any of its obligations  under the Loan Documents
and has not  remedied  or cured the same with  reasonable  promptness  following
notice  thereof,  Agent's  and each of the  Lender's  responsibilities  shall be
limited to: (i) where the breach  consists  of the  failure to grant  consent or
give approval in violation of the terms and requirements of a Loan Document, the
obligation  to grant such consent or give such  approval  and to pay  Borrower's
reasonable  costs  and  expenses  including,   without  limitation,   reasonable
attorneys' fees and disbursements in connection with such court proceedings; and
(ii) the case of any such failure to grant such  consent or give such  approval,
or in the case of any other such default by Agent or any of the  Lenders,  where
it is also so  determined  that Agent or any of the Lenders  acted in bad faith,
the  payment  of any  actual,  direct,  compensatory  damages  sustained  by the
Borrower as a result thereof plus the Borrower's  reasonable costs and expenses,
including,  without limitation,  reasonable attorneys' fees and disbursements in
connection with such court proceedings.

          12.10.3 LIMITATIONS.  In no event, however, shall Agent and any of the
Lenders be liable to the Borrower or anyone else for other  damages such as, but
not  limited  to,  indirect,  speculative,  consequential  or  punitive  damages
whatever  the  nature  of the  breach  by  Agent  or any of the  Lenders  of its
obligations under this Agreement or under any of the other Loan Documents. In no
event  shall  Agent or any of the  Lenders be liable  for direct  damages to the
Borrower or anyone else unless a written notice  specifically  setting forth the
claim of the  Borrower  shall have been  given to Agent and each of the  Lenders
within the time period specified above.

     12.11 OBLIGATIONS  ABSOLUTE.  Except to the extent prohibited by applicable
law which  cannot be waived,  the  Obligations  of the  Borrower  under the Loan
Documents  shall be absolute,  unconditional  and  irrevocable and shall be paid
strictly  in  accordance  with  the  terms  of  the  Loan  Documents  under  all
circumstances whatsoever,  including,  without limitation,  the existence of any
claim,  set off,  defense or other right which the Borrower may have at any time
against Agent or any of the Lenders  whether in connection  with the Loan or any
unrelated transaction.

     12.12  COUNTERPARTS.  This  Agreement  and each other Loan  Document may be
executed in several  counterparts,  each of which when executed and delivered is
an original,  but all of which together  shall  constitute  one  instrument.  In
making proof of this agreement,  it shall not be necessary to produce or account
for more than one such  counterpart  which is executed by the party against whom
enforcement of such loan agreement is sought.

     12.13 TIME OF THE ESSENCE. Time is of the essence of each provision of this
Agreement and each other Loan Document.


                                       48
<PAGE>



     12.14 NO ORAL CHANGE.  This  Agreement and each of the other Loan Documents
may only be amended,  terminated,  extended or  otherwise  modified by a writing
signed by the party against which  enforcement is sought (except no such writing
shall be required for any party which,  pursuant to a specific  provision of any
Loan Document,  is required to be bound by changes without such party's assent).
In no event shall any oral agreements,  promises, actions, inactions, knowledge,
course  of  conduct,  course  of  dealings  or the like be  effective  to amend,
terminate,  extend or otherwise  modify this  Agreement or any of the other Loan
Documents.

     12.15  MONTHLY  STATEMENTS.   While  Agent  may  issue  invoices  or  other
statements  on a monthly or  periodic  basis (a  "Statement"),  it is  expressly
acknowledged and agreed that: (i) the failure of Agent to issue any Statement on
one or more  occasions  shall not  affect  the  Borrower's  obligations  to make
payments  under the Loan  Documents as and when due; (ii) the  inaccuracy of any
Statement shall not be binding upon the Agent or the Lenders and so the Borrower
shall always remain obligated to pay the full amount(s)  required under the Loan
Documents  as and  when  due  notwithstanding  any  provision  to  the  contrary
contained in any  Statement;  (iii) all  Statements  are issued for  information
purposes  only  and  shall  never  constitute  any  type of  offer,  acceptance,
modification,  or waiver of the Loan Documents or any of the Agent's or Lenders'
rights or remedies thereunder; and (iv) in no event shall any Statement serve as
the basis for, or a component of, any course of dealing,  course of conduct,  or
trade  practice  which would  modify,  alter,  or  otherwise  affect the express
written terms of the Loan Documents.

      [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURES ON NEXT PAGE]


                                       49
<PAGE>



     IN WITNESS WHEREOF this Agreement has been duly executed and delivered as a
sealed instrument at Boston, Massachusetts this _____ day of December, 2001.

         BORROWER:                            CHARTERMAC MORTGAGE CAPITAL
                                              CORPORATION


                                              By: /s/ Lawrence Cohen
                                                  ------------------
                                              Name: Lawrence Cohen
                                                    --------------
                                              Title: Senior Vice President
                                                     ---------------------


         AGENT AND LENDER:                    FLEET NATIONAL BANK, A BANK OF
                                              AMERICA COMPANY


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


         LENDER:                              HSBC BANK USA, NATIONAL
                                              ASSOCIATION


                                              By: /s/ Christopher J. Montante
                                                  ---------------------------
                                              Name: Christopher J. Montante
                                                    -----------------------
                                              Title: Vice President
                                                     --------------


CONSENT OF GUARANTORS:

     Each of the Guarantors has  guaranteed  all of the  Obligations  under this
Agreement by executing a Guaranty,  dated as of December 24, 2001.  By executing
this  Agreement  in the space  provided  below,  each of the  Guarantors  hereby
absolutely and  unconditionally  reaffirms that Guaranty to which it is a party,
and  acknowledges  and agrees to the terms and  conditions of this Agreement and
the transactions contemplated by the Loan Documents.

                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                       S-1
<PAGE>




                                   GUARANTORS:

                                   CHARTERMAC, a Delaware statutory trust

                                   By: Charter Mac Corporation, its managing
                                         member

                                              By: /s/ Alan P. Hirmes
                                                  ------------------
                                              Name: Alan P. Hirmes
                                                    --------------
                                              Title: Chief Financial Officer
                                                     -----------------------


                                   CHARTER MAC CORPORATION


                                              By: /s/ Alan P. Hirmes
                                                  ------------------
                                              Name: Alan P. Hirmes
                                                    --------------
                                              Title: Chief Financial Officer
                                                     -----------------------


                                       S-3
<PAGE>



<TABLE>
<CAPTION>

                             EXHIBITS AND SCHEDULES:
                             ----------------------
                                                                                  SECTION
                                                                                  -------
                                                                                REFERENCE
                                                                                ---------
                                                                                   NUMBER
                                                                                   ------
<S>                   <C>                                                         <C>
EXHIBIT A         -   Definitions                                                    1.1
---------

EXHIBIT B         -   Procedures and Documentation for Warehousing Advances        2.3.2
---------

EXHIBIT C         -   Form of Request for Warehousing Advances                     2.3.2
---------

EXHIBIT D         -   Eligible Loans and Other Assets                              2.1.3
---------

EXHIBIT E         -   Form of Assignment and Acceptance Agreement                 11.3.1
---------

EXHIBIT F         -   Form of Lenders' Notes
---------

EXHIBIT G         -   Form of Compliance Certificate
---------

EXHIBIT H             Commitment Increase Supplement
---------

SCHEDULE 1        -   Lenders and Commitments
----------

SCHEDULE 4        -   Authorized Representatives                                       4
-----------

SCHEDULE 6.3      -   Litigation
------------

SCHEDULE 6.7.1    -   Ownership, Subsidiaries and Taxpayer Identification Numbers
--------------

SCHEDULE 6.14     -   Certain Transactions
-------------

SCHEDULE 6.20     -   Servicing Portfolio
-------------

SCHEDULE 6.21     -   Assumed Names
-------------

SCHEDULE 7.7      -   Insurance
------------

SCHEDULE 7.12     -   Indebtedness of Borrower and its Subsidiaries
-------------

SCHEDULE 7.14.1   -   Other Indebtedness
---------------

SCHEDULE 7.14.2   -   Other Liens
---------------

</TABLE>


<PAGE>


                           EXHIBIT A TO LOAN AGREEMENT
                           ---------------------------

                                   DEFINITIONS
                                   -----------

ACCOUNTS has the meaning given that term in the UCC.

ACQUISITION FACILITY means that certain revolving acquisition facility, dated as
of the date of the Original Agreement, among Charter Mac Corporation, the Agent,
Fleet  National Bank as a lender,  and such other Persons which may become party
thereto, as the same may be modified, amended or restated from time to time.

ADDITIONAL COMMITMENT LENDER as defined in Section 2.1.2(ii).

ADJUSTED EBITDA.  means, with respect to any fiscal period of the Borrower, on a
non- consolidated  basis, (i) the Net Income, PLUS (ii) the amount of income tax
expense  deducted in  calculating  net income for that  period,  MINUS (iii) the
amount of income taxes actually paid during that period, PLUS (iv) depreciation,
amortization  and other non-cash  items  deducted in calculating  Net Income for
that period,  MINUS (v) non-cash  revenue included in calculating Net Income for
that period,  PLUS (vi) the amount of interest  expense  payable with respect to
Indebtedness (excluding,  however,  interest expense payable with respect to the
Facility)  and  deducted  in  calculating  Net  Income  for  that  period.   All
intercompany  (among the Borrower  and CM Corp.)  transactions  and  allocations
shall be eliminated in computing the Borrower's EBITDA for any period.

ADVANCE RATE means,  as to any type of Eligible  Loan, the advance rate therefor
specified in EXHIBIT D.

AFFILIATE  means,  for any  Person,  any other  Person  directly  or  indirectly
controlling,  controlled by, or under common control with, that Person.  For the
purposes of this definition,  "CONTROL"  (including,  with correlative meanings,
the terms  "CONTROLLING,"  "CONTROLLED BY," AND "UNDER COMMON CONTROL WITH"), as
applied to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction of the  management  and policies of that
Person,  whether through the ownership of, voting  securities,  by contract,  or
otherwise.

AGENCY SECURITY means a Mortgage-backed  Security issued or guaranteed by Fannie
Mae, Freddie Mac or Ginnie Mae.

AGENT means Fleet National Bank, acting as agent for the Lenders.

AGREEMENT  means this  Amended  and  Restated  Mortgage  Warehousing  Credit and
Security Agreement, as it hereafter may be amended, modified,  supplemented,  or
further restated from time to time.

AGREEMENT DATE means the date as of which the Original Agreement is dated.

APPROVED  SERVICING  RIGHTS  APPRAISER  means The  Prestwick  Mortgage  Group or
another  independent  third party  proposed by the  Borrower and approved by the
Agent, in its discretion.

APPROVED  CUSTODIAN  means a pool  custodian  or other  Person  that Agent deems
acceptable,  in its sole  discretion,  to hold Mortgage Loans for inclusion in a
Mortgage Pool or to hold Mortgage Loans as agent for an Investor that has issued
a Purchase Commitment for those Mortgage Loans.

ASSIGNMENT AND ACCEPTANCE as defined in Section 11.3.1.

ASSIGNED  COLLATERAL  DOCUMENTS means the Collateral  Documents  assigned to the
Agent for the ratable  benefit of the Lenders which are required to be delivered
to the Agent  pursuant to the terms hereof in connection  with each  Warehousing
Advance.

AUTHORIZED REPRESENTATIVES as defined in Section 4 and listed on SCHEDULE 4.


                                       A-1
<PAGE>



BOND WAREHOUSE CREDIT AND SECURITY  AGREEMENT means that certain Tax-Exempt Bond
Line of Credit and  Security  Agreement  dated as of March 26, 2003 by and among
Charter  Mac Equity  Issuer  Trust,  Fleet  National  Bank,  in its  capacity as
Administrative Agent, Wachovia Bank, National Association, as Syndication Agent,
Fleet Securities, Inc. and Wachovia Securities,  Inc., as Co-Lead Arrangers, and
the lenders party thereto, as amended and in effect.

BUSINESS DAY means any day of the year on which  offices of Fleet  National Bank
are not  required  or  authorized  by law to be closed for  business  in Boston,
Massachusetts.  If any day on which a payment is due is not a Business Day, then
the  payment  shall be due on the next day  following  which is a Business  Day.
Further,  if there is no  corresponding  day for a payment in the given calendar
month (i.e.,  there is no "February 30th"), the payment shall be due on the last
Business Day of the calendar month.

CASH COLLATERAL  ACCOUNT means a demand deposit account maintained at the Agent,
in the Agent's name (as Agent for the Lenders) and designated for receipt of the
proceeds of the sale or other disposition of Collateral.  As of the date hereof,
the Cash Collateral Account has an account number of 9419920632.

CASH EQUIVALENTS mean (i) securities  issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
(provided  that the full  faith and  credit of the  United  States of America is
pledged in support  thereof)  having  maturities  of not more than twelve months
from  the date of  acquisition  ("GOVERNMENT  OBLIGATIONS"),  (ii)  U.S.  dollar
denominated  (or foreign  currency fully hedged) time deposits,  certificates of
deposit,  Eurodollar time deposits and Eurodollar certificates of deposit of (y)
any domestic  commercial bank of recognized  standing having capital and surplus
in excess of  $250,000,000  or (z) any bank whose  short-term  commercial  paper
rating from S&P is at least A-1 or the equivalent  thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in
each  case  with  maturities  of not  more  than  364  days  from  the  date  of
acquisition,  (iii)  commercial paper and variable or fixed rate notes rated A-1
(or the equivalent  thereof) or better by S&P or P-1 (or the equivalent thereof)
or  better  by  Moody's  and  maturing  within  twelve  months  of the  date  of
acquisition,  (iv) repurchase agreements with a bank or trust company (including
a Lender) or a recognized securities dealer having capital and surplus in excess
of  $500,000,000  for direct  obligations  issued by or fully  guaranteed by the
United States of America,  (v)  obligations of any state of the United States or
any  political  subdivision  thereof  for  the  payment  of  the  principal  and
redemption  price of and  interest on which  there  shall have been  irrevocably
deposited Government  Obligations maturing as to principal and interest at times
and in amounts sufficient to provide such payment,  (vi) auction preferred stock
rated in the highest  short-term  credit  rating  category by S&P or Moody's and
(vii) U.S. dollar  denominated  time and demand deposit accounts or money market
accounts with those domestic banks meeting the  requirements  of item (y) or (z)
of clause (ii) above and any other domestic commercial banks insured by the FDIC
with an aggregate balance not to exceed $100,000 in the aggregate at any time at
any such bank.

CHANGE IN CONTROL means the  occurrence of any of the following  with respect to
CharterMac:  (i) any  merger or  consolidation  of  CharterMac  with or into any
Person or any sale, transfer or other conveyance, whether direct or indirect, of
all or substantially all of the assets of CharterMac,  on a consolidated  basis,
in one transaction or a series of related  transactions,  if,  immediately after
giving effect to such  transaction,  any Person or group of Persons  (within the
meaning of Section 13 or 14 of the  Securities  Exchange  Act) is or becomes the
beneficial owner (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange  Commission under the Securities Exchange Act) of the common shares
representing  a majority of the total voting power of the aggregate  outstanding
securities of the transferee or surviving  entity  normally  entitled to vote in
the  election  of  directors,  managers,  or  trustees,  as  applicable,  of the
transferee or surviving entity,  (ii) any Person or group of Persons (within the
meaning of Section 13 or 14 of the  Securities  Exchange  Act) is or becomes the
beneficial owner (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange  Commission under the Securities Exchange Act) of the common shares
representing  a majority  of total  voting  power of the  aggregate  outstanding
common  shares  of  CharterMac  normally  entitled  to vote in the  election  of
directors  of  CharterMac,  (iii) during any period of 12  consecutive  calendar
months,  individuals  who were  directors or trustees of CharterMac on the first
day of such period  (together  with any new directors or trustees whose election
by the board of directors or board of trustees of CharterMac or whose nomination
for  election by the  stockholders  of  CharterMac  was  approved by a vote of a
majority  of the  directors  or  trustees  then still in office who were  either
directors at the beginning of such period or whose  election or  nomination  for
election  was  previously  so  approved)  cease for any reason to  constitute  a
majority  of the  board  of  directors  of  CharterMac,  or  (iv)  the  sale  or
disposition,   whether  directly  or  indirectly,   by  CharterMac   and/or  its
Subsidiaries  (whether  pursuant  to a single  transaction  or series of related
transactions)  of tangible  assets  representing  more than 25% of  CharterMac's


                                       A-2
<PAGE>



Tangible  Assets (as defined in CharterMac's  Guaranty),  as of the date of such
sale or disposition (other than sales of assets into securitization  programs in
the ordinary  course of  CharterMac's  business  consistent with past practices;
provided,  however, that such assets continue to be consolidated on CharterMac's
balance sheet in accordance with GAAP, and that CharterMac  retains the residual
interest in the cash flow from such assets).

CHARTERMAC means CharterMac, a Delaware statutory trust, a Guarantor hereunder.

CHARTER MAC CAPITAL means Charter Mac Capital  Company,  LLC, a Delaware limited
liability company.

CLOSING DATE  means the Agreement Date.

CM CORP.  means Charter Mac  Corporation,  a Delaware  corporation,  a Guarantor
hereunder.

COLLATERAL as defined in Section 3.1.

COLLATERAL DOCUMENTS means, with respect to each Mortgage Loan, (a) the Mortgage
Note,  the  Mortgage  and all other  documents  executed in  connection  with or
relating to the Mortgage  Loan, (b) as  applicable,  the original  lender's ALTA
Policy of Title  Insurance or its equivalent,  (c) documents  evidencing the FHA
Commitment  to Insure,  if  applicable,  (d) the  appraisal,  the  environmental
assessment,   the  engineering  report,   certificates  of  casualty  or  hazard
insurance,  credit  information on the maker of the Mortgage Note, (e) any other
document  listed in EXHIBIT B, and (f) any other  document  that is  customarily
desired for  inspection  or transfer  incidental to the purchase of any Mortgage
Note by an Investor or that is customarily  executed by the seller of a Mortgage
Note to an Investor.

COMMITMENT  shall mean,  with  respect to each  Lender,  the amount set forth on
SCHEDULE 1 hereto as the amount of such Lender's  commitment to make advances to
the  Borrower,  as may be amended  from time to time by the Agent as provided in
Section 10.

COMMITMENT INCREASE as defined in Section 2.1.2(ii).

COMMITMENT INCREASE DATE as defined in Section 2.1.2(iii).

COMMITMENT INCREASE SUPPLEMENT as defined in Section 2.1.2(ii).

COMMITTED  PURCHASE PRICE means for an Eligible Loan (a) the dollar price as set
forth in the Purchase  Commitment  or, if the price is not expressed in dollars,
the product of the Mortgage Note Amount  multiplied by the price (expressed as a
percentage) as set forth in a Purchase  Commitment for the Eligible Loan, or (b)
if the Eligible  Loan is to be used to back an Agency  Security,  the product of
the Mortgage Note Amount  multiplied by the price (expressed as a percentage) as
set forth in a Purchase Commitment for the Agency Security.

COMMITMENT  PERCENTAGE  means,  with respect to each Lender,  the percentage set
forth  on  SCHEDULE  1  hereto  as such  Lender's  percentage  of the  aggregate
Commitments  of all of the  Lenders,  as may be amended from time to time by the
Agent as provided in Section 11.

CONSTITUENT  DOCUMENTS  means,  with  respect to any  Person,  its  articles  or
certificate of  incorporation,  constitution,  bylaws,  partnership  agreements,
organizational  documents,  limited liability company agreements,  or such other
document as may govern such entity's formation or organization.

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

DEBT SERVICE  means for any fiscal  period of the  Borrower,  the sum of (i) the
expenses of the Borrower  for such period for  interest  payable with respect to
all Indebtedness (other than under the Facility), PLUS (ii) notwithstanding that
the  Borrower may not have any  liability  therefor,  interest  expense for such
period  under the  Acquisition  Facility and all fees paid on account of or with


                                       A-3
<PAGE>



respect  thereto,  PLUS (iii) principal  payments made or required to be made on
account of Indebtedness  (including,  notwithstanding  that the Borrower may not
have any liability  therefor,  principal  installments from time to time payable
under the  Acquisition  Facility)  for such period,  in each case  determined in
accordance  with GAAP (as if, in the case of  Acquisition  Facility Debt Service
attributable  to the  Borrower for the  purposes of the within  definition,  the
Borrower was liable therefor).

DEBT SERVICE  COVERAGE  RATIO  means,  for any fiscal  period,  the ratio of (i)
Adjusted EBITDA for such period, to (ii) the Debt Service for such period.

DEFAULT as defined in Section 9.1.

DEFAULT RATE as defined in Section 2.4.12.

DELINQUENT LENDER as defined in Section 11.2.8.

ELIGIBLE ASSIGNEE shall mean (a) a Lender,  (b) an Affiliate of any Lender,  and
(c) any other Person approved by the Agent.

ELIGIBLE  LOAN  means  a  Mortgage  Loan  that   satisfies  the  conditions  and
requirements of EXHIBIT D and other applicable  provisions of this Agreement for
supporting a Warehousing Advance.

ELIGIBLE MORTGAGE POOL means a Mortgage Pool for which (a) an Approved Custodian
has issued its initial  certification,  (b) there  exists a Purchase  Commitment
covering the Agency Security to be issued on the basis of that certification and
(c) the Agency Security will be delivered to the Agent.

ERISA and ERISA PLAN each as defined in Section 6.9.

EVENT OF DEFAULT as defined in Section 9.1.

FACILITY as defined in Section 1.2.

FACILITY FEE as defined in Section 2.5.2.

FAIR MARKET VALUE means,  at any time for an Eligible  Loan or a related  Agency
Security (if the Eligible  Loan is to be used to back an Agency  Security) as of
any date of determination, (a) the Committed Purchase Price if the Eligible Loan
is covered  by a  Purchase  Commitment  from  Fannie  Mae or Freddie  Mac or the
Eligible Loan is to be exchanged for an Agency Security and that Agency Security
is covered by a Purchase  Commitment  from an Investor,  or (b)  otherwise,  the
market price for such  Eligible  Loan or Agency  Security,  determined  by Agent
based on market data for similar  Mortgage  Loans or Agency  Securities and such
other criteria as Agent deems appropriate in its sole discretion.

FANNIE MAE means the Federal National Mortgage Association, and any successor.
----------

FANNIE MAE DUS  MORTGAGE  LOANS  means a  permanent  mortgage  on a  multifamily
property  originated  under Fannie Mae's  Delegated  Underwriting  and Servicing
Guide.

FANNIE MAE LOAN LOSS  RESERVES  means  reserves  established  by the Borrower to
absorb estimated future losses related to Fannie Mae DUS Mortgage Loans.

FANNIE MAE RESERVE ACCOUNT means that certain lender reserve account established
in favor of Fannie Mae by the Borrower  and  maintained  at US Bank  pursuant to
that certain Delegated Underwriting and Servicing Reserve Agreement effective as
of August 10, 2004 by and among Fannie Mae, the Borrower and US Bank, as amended
and in effect.


                                       A-4
<PAGE>



FEDERAL  FUNDS  RATE means for any day, a  fluctuating  interest  rate per annum
equal  to  the  weighted  average  of  the  rates  on  overnight  federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York, or
if such rate is not so published for any day that is a Business Day, the average
of the quotations for such day on such  transactions  received by the Agent from
three federal funds brokers of recognized standing selected by the Agent.

FEDERAL FUNDS BASE RATE means, as applicable to any Fixed Rate Advance, the rate
per annum  announced by the Federal Reserve Bank on Monday of each calendar week
(or if any such Monday is not a Business Day, then the next Business  Day),  for
wholesale  liabilities  of like tenor to any  proposed  or  existing  Fixed Rate
Advance, adjusted for reserve requirements and such other requirements as may be
imposed  by  federal,  state  or  local  governmental  regulatory  agencies,  as
determined by the Agent,  provided,  however,  for purposes of  calculating  the
Fixed Rate hereunder,  the aforementioned rate announced on Tuesday of each week
shall be the effective  rate, for purposes of calculating  the Fixed Rate, as of
the Monday immediately preceding such Tuesday.

FEDERAL FUNDS RATE ADJUSTMENT  DATE,  means,  each Monday of each calendar week,
provided  however,  if any Monday is not a Business  Day, the Federal Funds Rate
Adjustment  Date shall be the next  Business  Day.  On each  Federal  Funds Rate
Adjustment  Date,  the then current  Fixed Rate for all  outstanding  Fixed Rate
Advances  shall be adjusted to reflect the Federal  Funds Base Rate in effect as
of said Federal  Funds Rate  Adjustment  Date,  and any new Fixed Rate  Advances
shall accrue  interest at the Fixed Rate based upon the Federal  Funds Base Rate
as of the most recent Federal Funds Rate Adjustment Date.

FEE LETTER means that certain fee letter  dated on or about the  Agreement  Date
between  the  Borrower  and the  Agent,  as the same may be  modified,  amended,
supplemented or restated from time to time.

FHA means the Federal Housing  Administration  and any successor agency or other
entity.

FHA CONSTRUCTION MORTGAGE LOAN has the meaning set forth in EXHIBIT D.

FHA PROJECT MORTGAGE LOAN has the meaning set forth in EXHIBIT D.

FIRST  MORTGAGE  means a  Mortgage  that  constitutes  a first  Lien on the real
property covered by the Mortgage.

FIRST MORTGAGE LOAN means a Mortgage Loan secured by a First Mortgage.

FIXED RATE means the per annum  rate equal to the  Federal  Funds Base Rate plus
100 basis  points,  with  changes  in the  Federal  Funds  Rate,  if any,  to be
effective as of each Federal Funds Rate Adjustment Date.

FIXED  RATE  ADVANCE  means  any  Warehousing  Advance  outstanding  under  this
Agreement which bears interest at the Fixed Rate.

FLEET  FINANCING  means  any  loan,  provision  of  credit  or  other  financial
accommodation of any kind to any of RCC,  CharterMac,  CharterMac  Capital or CM
Corp.,  or any  of  their  respective  Affiliates  (other  than  members  of the
Management  Group) to which Fleet  National  Bank or any of its  Affiliates is a
party,  including without limitation,  the Acquisition  Facility,  the Letter of
Credit Facility,  the Bond Warehouse  Credit and Security  Agreement and the RCC
Warehouse Loan Agreement.

FORWARD  COMMITMENTS  means  mortgage  loans which  Fannie Mae has  committed to
purchase in accordance with the requirements of Fannie Mae's product, subject to
satisfaction of specified underwriting conditions.

FREDDIE MAC means the Federal Home Loan Mortgage Corporation, and any successor.

FUTURE COMMITMENT as defined in Section 11.2.8.


                                       A-5
<PAGE>



GAAP means  principles  that are consistent  with the principles  promulgated or
adopted by the Financial Accounting Standards Board and its predecessors,  as in
effect from time to time.

GENERAL INTANGIBLES has the meaning given that term in the UCC.

GESTATION  AGREEMENT  means an agreement under which the Borrower agrees to sell
or finance  (a) a Mortgage  Loan prior to the date of purchase by an Investor or
(b) a Mortgage Pool prior to the date a  Mortgage-backed  Security backed by the
Mortgage Pool is issued.

GINNIE MAE means the Government National Mortgage Association,  an agency of the
United States government, and any successor agency or other entity.

GOVERNMENTAL  AUTHORITY  means  any  nation  or  government,  any state or other
political subdivision thereof, and any Person exercising executive, legislative,
judicial,   regulatory,   or  administrative   functions  of  or  pertaining  to
government.

GOVERNMENTAL  AUTHORIZATION  means any  permit,  license,  authorization,  plan,
directive,  consent  order,  or  consent  decree  of or  from  any  Governmental
Authority.

GUARANTOR(S)  means,  singly and  collectively,  each of CharterMac,  a Delaware
statutory trust, and Charter Mac Corporation,  a Delaware corporation,  of which
the Borrower is a subsidiary.

GUARANTY(IES) mean each Guarantor's Guaranty of even date herewith,  as the same
may hereafter be modified, amended or restated.

HEDGING  ARRANGEMENT  means an  arrangement  designed  to protect a Person  from
fluctuations  in interest rates or asset values and not acquired by a Person for
speculation.

HUD means the  Department  of Housing and Urban  Development,  and any successor
agency or other entity.

INCREMENTAL LOAN COMMITMENT  REQUIREMENTS means, with respect to any request for
a Commitment  Increase  made  pursuant to Section  2.1.2,  or any provision of a
Commitment  Increase on a given  Commitment  Increase Date, the  satisfaction of
each of the  following  conditions:  (i) no Default  then exists or would result
therefrom  (including  on a pro  forma  basis  relative  to  financial  covenant
compliance),  (ii) the  Borrower  shall  have  certified  to the Agent  that the
incurrence of  Indebtedness in an aggregate  principal  amount equal to the full
amount of the  Commitment  Increase then requested or provided would not cause a
breach of, or a default  under,  any agreement to which the Borrower is a party,
(iii) all representations and warranties and covenants of the Borrower contained
in this Agreement or the other Loan Documents shall be true as of the date as of
which it was made and shall  also be true at and as of the date of such  request
or  Commitment  Increase  Date,  as the case may be (after  giving effect to the
incurrence of any  Warehousing  Advances at such time),  except to the extent of
changes resulting from transactions contemplated and permitted by this Agreement
and the other Loan  Documents  and changes  occurring in the ordinary  course of
business that singly or in the aggregate are not materially  adverse,  or except
to the extent that such  representations  and warranties  relate expressly to an
earlier date, and (iv) the delivery by the Borrower of an officer's  certificate
to the Agent  certifying as to compliance with the preceding  clauses (i), (ii),
and (iii).

INDEBTEDNESS means all obligations, contingent and otherwise, that in accordance
with GAAP  should  be  classified  upon the  consolidated  balance  sheet of the
Borrower and the Borrower's  Subsidiaries as liabilities,  or to which reference
should be made by footnotes  thereto,  including in any event and whether or not
so classified:  (a) all  obligations  for borrowed money or other  extensions of
credit whether or not secured or unsecured,  absolute or contingent,  including,
without limitation,  unmatured reimbursement obligations with respect to letters
of credit or  guarantees  issued for the account of or on behalf of the Borrower
and its  Subsidiaries  and all obligations  representing  the deferred  purchase
price of property, (b) all obligations evidenced by bonds, notes,  debentures or
other similar instruments;  (c) all liabilities secured by any mortgage, pledge,
security interest, lien, charge, or other encumbrance existing on property owned
or acquired subject thereto,  whether or not the liability secured thereby shall
have been assumed;  and (d) all guarantees,  endorsements  and other  contingent


                                       A-6
<PAGE>



obligations  whether direct or indirect in respect of  indebtedness of others or
otherwise,  including any  obligations  with respect to puts,  swaps,  and other
similar  undertakings,  any  obligation  to supply  funds to or in any manner to
invest in, directly or indirectly,  the debtor, to purchase indebtedness,  or to
assure the owner of indebtedness  against loss, through an agreement to purchase
goods,  supplies,  or services  for the  purpose of enabling  the debtor to make
payment of the indebtedness held by such owner or otherwise, and the obligations
to  reimburse  the  issuer in respect  of any  letters  of credit;  and (e) that
portion of all  obligations  arising under capital leases that is required to be
capitalized  on  the  consolidated   balance  sheet  of  the  Borrower  and  its
Subsidiaries;  but excluding,  in all events obligations arising under operating
leases and accounts payable arising in the ordinary course of business.

INDEMNIFIED PARTY as defined in Section 7.25.

INVESTMENT shall mean the acquisition of any real or tangible  personal property
or of any stock or other security, any loan, advance, bank deposit, money market
fund,  contribution  to  capital,  extension  of  credit  (except  for  accounts
receivable  arising in the ordinary course of business and payable in accordance
with  customary  terms) , or  purchase  or  commitment  or option to purchase or
otherwise  acquire real estate or tangible  personal  property or stock or other
securities  of any party or any part of the business or assets  comprising  such
business, or any part thereof.

INVESTOR  means Fannie Mae,  Freddie Mac or a  financially  responsible  private
institution  that Lender  deems  acceptable,  in its sole  discretion,  to issue
Purchase Commitments with respect to a particular category of Eligible Loans.

LATE CHARGES as defined in Section  2.4.13.

LEGAL REQUIREMENTS shall mean all applicable  federal,  state,  county and local
laws, by-laws, rules, regulations, codes and ordinances, and the requirements of
any  governmental  agency or  authority  having or  claiming  jurisdiction  with
respect thereto,  including, but not limited to, those applicable to any Pledged
Assets, Fannie Mae, FHA, Freddie Mac, Ginnie Mae, zoning, subdivision, building,
health,  fire,  safety,  sanitation,  the  protection  of the  handicapped,  and
environmental  matters and shall also include all orders and  directives  of any
court,  governmental  agency or authority having or claiming  jurisdiction  with
respect thereto.

LENDERS means, on any date of determination, the financial institutions named on
SCHEDULE 1, and,  subject to the terms and conditions of this  Agreement,  their
respective successors and assigns.

LETTER OF CREDIT FACILITY. That certain letter of credit facility dated December
10,  2002,  by and  among,  the  Agent,  Fleet  National  Bank as a  Lender  and
CharterMac, and any modifications, amendments, or restatements thereof.

LIEN means any lien, mortgage, deed of trust, pledge, security interest,  charge
or  encumbrance  of any kind  (including  any  conditional  sale or other  title
retention  agreement,  any  lease in the  nature  of such an  agreement  and any
agreement to give any security interest).

LIQUIDATION  PROCEEDS means amounts  received by the Agent and/or the Lenders in
the exercise of the rights and remedies under the Loan Documents.

LOAN as defined in Section 2.1.1.

LOAN DOCUMENTS as defined in Section 3.7.

MANAGEMENT GROUP means the following three individuals,  who maintain management
and operational control of Related Capital Company,  LLC: Stuart J. Boesky, Alan
P. Hirmes and Marc D. Schnitizer.

MATURITY  DATE means the earlier of February 28, 2006 or the date upon which the
whole of the Commitments are terminated or the Loan is accelerated in accordance
with applicable provisions of this Agreement.

MORTGAGE means a mortgage or deed of trust on real property that is improved and
substantially completed.


                                       A-7
<PAGE>



MORTGAGE-BACKED SECURITIES means securities that are secured or otherwise backed
by Mortgage Loans .

MORTGAGE  LOAN  means any loan  evidenced  by a Mortgage  Note and  secured by a
Mortgage.

MORTGAGE NOTE means a promissory note secured by one or more Mortgages.

MORTGAGE  NOTE  AMOUNT  means,  as  of  any  date  of  determination,  the  then
outstanding  and unpaid  principal  amount of a Mortgage Note (whether or not an
additional amount is available to be drawn under that Mortgage Note).

MORTGAGE  POOL means a pool of one or more Pledged Loans on the basis of which a
Mortgage-backed Security is to be issued.

MULTIFAMILY PROPERTY means real property that contains or that will contain more
than 4 dwelling units.

NET INCOME means with respect to any fiscal period,  the net income (or deficit)
of the Borrower on a  non-consolidated  basis after  deduction of all  expenses,
taxes, and other proper charges, determined in accordance with GAAP.

NOTES means the promissory  notes of the Borrower,  substantially in the form of
EXHIBIT F hereto,  evidencing  the obligation of the Borrower to repay the Loan,
and all renewals and extensions of all or any part thereof.

NOTICE as defined in Section 12.1.

NOTICE OF RATE SELECTION as defined in Section 2.4.3.

OBLIGATIONS  The Facility and the Loan together  with  interest  thereon and all
other charges,  fees and amounts  payable by, and all other  obligations of, the
Borrower to the Agent and the Lenders, including,  without limitation,  whenever
incurred, direct or indirect, absolute or contingent.

OPERATING ACCOUNT means a demand deposit account  maintained at the Agent in the
Borrower's name to be charged from time to time for payment of the  Obligations,
and  designated  for funding that portion of each  Eligible Loan not funded by a
Warehousing Advance made against that Eligible Loan and for returning any excess
payment from an Investor for a Pledged Asset.

ORIGINAL AGREEMENT as defined in Section 1.2.

PBGC means the Pension Benefit Guaranty  Corporation created by ss.4002 of ERISA
and any successor entity or entities having similar responsibilities.

PERMITTED INTERCOMPANY SUBORDINATED DEBT means indebtedness owed by the Borrower
and/or one or more of its Subsidiaries to an Affiliate (other than one another),
which  indebtedness  has a maturity date which is later than the Maturity  Date,
and  which  is  subordinate  to  the  Obligations  pursuant  to a  subordination
agreement reasonably satisfactory to the Agent.

PERMITTED DISTRIBUTIONS as defined in Section 7.15.

PERSON means any individual, corporation,  partnership, trust, limited liability
company,  unincorporated  association,  business, or other legal entity, and any
government or any governmental agency or political subdivision thereof.

PLEDGED ASSETS means, collectively, Pledged Loans, and Pledged Securities.

PLEDGED HEDGING ACCOUNT as defined in Section 3.1.8.

PLEDGED HEDGING ARRANGEMENT as defined in Section 3.1.8.


                                       A-8
<PAGE>



PLEDGED LOANS has the meaning set forth in Section 3.1.2.

PLEDGED SECURITIES has the meaning set forth in Section 3.1.3.

PRIME  RATE The term  "Prime  Rate"  means the per  annum  rate of  interest  so
designated from time to time by Fleet National Bank as its prime rate. The Prime
Rate is a reference rate and does not  necessarily  represent the lowest or best
rate being charged to any customer.

PROPERTY means a Multifamily Property securing a Mortgage Loan.

PURCHASE  COMMITMENT  means  a  written   commitment,   in  form  and  substance
satisfactory to Agent,  issued in favor of any the Borrower by an Investor under
which  that  Investor  commits to  purchase  Mortgage  Loans or  Mortgage-backed
Securities.

RATING  AGENCIES  means  Standard  & Poor's,  Moodys,  or any  other  nationally
recognized  Person  reasonably  acceptable  to Agent in the  business  of rating
creditworthiness.

RCC WAREHOUSE LOAN AGREEMENT means that certain Eighth Amended and Restated Loan
Agreement dated as of October 29, 2004 by and among RCC Credit Facility, L.L.C.,
a Delaware limited liability company,  as borrower,  and Related Capital Company
LLC, a Delaware limited liability company and the Guarantors, as guarantors, and
Fleet National Bank as Agent and such lenders.

RECEIVABLES as defined in Section 3.1.8.

REGISTER as defined in Section 11.3.3.

RELEASE AMOUNT as defined in Section 3.3.6.

REPORTABLE EVENT as defined in Section 6.9.

REQUISITE  LENDERS  as of any date,  (i) if there  are two (2) or fewer  Lenders
holding  Commitments,  Requite  Lenders shall mean all such Lenders,  or (ii) if
there are three (3) or more Lenders holding Commitments, Requisite Lenders shall
mean the Lenders  holding at least  sixty-five  percent (65%) of the outstanding
principal  amount  of the  Loans  on  such  date;  and if no such  principal  is
outstanding,  the  Lenders  whose  aggregate  Commitments  constitute  at  least
sixty-five percent (65%) of the Total Commitment.

SECURITY DOCUMENTS as defined in Section 3.7.

SECOND MORTGAGE means a Mortgage that  constitutes a second Lien on the property
covered by the Mortgage.

SECOND MORTGAGE LOAN means a Mortgage Loan secured by a Second Mortgage.

SECURITY means

SELLING STOCKHOLDERS means those Persons constituting the "Stockholders" as that
term is defined in the Stock Purchase Agreement.

SERVICED  LOANS  means  each of those  loans  secured  by a  mortgage  lien on a
multi-family residential property, health care facility, senior citizen facility
or other  property,  with  respect to which the Borrower  provides  servicing or
subservicing   (but  only  if  such   subservicing  is  technically   styled  as
subservicing but is performed under a contract directly between the Borrower and
Fannie Mae, Freddie Mac or Ginnie Mae) pursuant to a Servicing Contract.

SERVICING  CONTRACT  means each direct  agreement  with the owner of the subject
Serviced  Loans,  as it may be amended from time to time,  pursuant to which the
Borrower services Serviced Loans.


                                       A-9
<PAGE>



SERVICING PORTFOLIO means the portfolio of Servicing Contracts pursuant to which
the Borrower has the rights to service Serviced Loans.

SERVICING RIGHTS means all rights of the Borrower as a servicing or subservicing
(but only if such  subservicing  is technically  styled as  subservicing  but is
performed under a contract directly between the Borrower and Fannie Mae, Freddie
Mac or Ginnie Mae) of Serviced Loans.

STATEMENT as defined in Section 12.15.

STOCK PURCHASE AGREEMENT means that certain Stock Purchase Agreement dated as of
October 24, 2001, by and among the Charter Mac  Corporation  and the  Borrower's
Stockholders,  as  amended  by a  certain  First  Amendment  to  Stock  Purchase
Agreement  dated November 21, 2001,  and by a certain Second  Amendment to Stock
Purchase  Agreement  dated  December 24, 2001,  and  including all schedules and
exhibits thereto.

SUBSIDIARY  means any  corporation,  association,  partnership,  trust, or other
business entity of which the designated parent shall at any time own directly or
indirectly  through a Subsidiary or  Subsidiaries at least a majority (by number
of votes or controlling  interests) of the outstanding  voting interests of such
entity.

TANGIBLE NET WORTH means, as to the Borrower (on a  non-consolidated  basis), as
of the date of  determination,  the excess of such  Persons'  Total  Assets over
Total Liabilities,  MINUS intangible  assets,  PLUS, to the extent not otherwise
included in determining  "Tangible Net Worth" (i) Fannie Mae Loan Loss Reserves,
(ii)  Servicing  Contracts  valued at the  lesser of book  value or fair  market
value, and (iii) any Permitted  Intercompany  Subordinated Debt. For purposes of
calculating  the  Tangible  Net  Worth  of the  Borrower  and its  Subsidiaries,
advances or loans to shareholders, directors, officers, employees or Affiliates,
investments in Affiliates, assets pledged to secure any liabilities not included
in the Indebtedness of such Persons,  intangible assets, those other assets that
would be deemed by HUD to be non-acceptable in calculating adjusted net worth in
accordance  with  its   requirements  in  effect  as  of  that  date,  as  those
requirements  appear in  "Consolidated  Audit Guide for Audits of HUD Programs,"
and other  assets Agent deems  unacceptable,  in its sole  discretion,  shall be
excluded from such Persons Total Assets.

THIRD  MORTGAGE  means a Mortgage that  constitutes a third Lien on the property
covered by the Mortgage.

THIRD MORTGAGE LOAN means a Mortgage Loan secured by a Third Mortgage.

THIRD PARTY  ORIGINATED  LOAN means a Mortgage Loan  originated  and funded by a
third  party  (other  than with funds  provided  by the  Borrower  at closing to
purchase the Mortgage Loan) and subsequently purchased by the Borrower.

TOTAL ASSETS means, at the time of determination, all assets of the Borrower (on
a non-consolidated basis) determined in accordance with GAAP applied in a manner
consistent with the most recent audited financial  statements delivered pursuant
to the Agreement.

TOTAL  COMMITMENT The sum of the  Commitments of the Lenders,  as in effect from
time to time.

TOTAL LIABILITIES means as to the Borrower (on a non-consolidated  basis), as of
the  date of  determination,  all  liabilities  of the  Borrower  determined  in
accordance with GAAP applied in a manner consistent with the most recent audited
financial  statements  delivered  pursuant to the Agreement and all indebtedness
and  contingent   obligations  of  Borrower  (on  a  consolidated   basis  among
themselves), whether or not so classified, including all redemption obligations,
hedging  liabilities,  and off-balance sheet financial  transactions as to which
there is recourse to the Borrower.

TRUST RECEIPT means a trust receipt in a form approved by and under which Lender
may  deliver  any  document  relating  to the  Collateral  to the  Borrower  for
correction or completion.

UCC  means  the  Uniform  Commercial  Code  in  effect  in the  Commonwealth  of
Massachusetts, or any other applicable jurisdiction.


                                      A-10
<PAGE>



VARIABLE RATE The term "Variable Rate" means a per annum rate equal at all times
to the Prime Rate plus 12.5 basis points,  with changes  therein to be effective
simultaneously with any change in the Prime Rate.

VARIABLE  RATE ADVANCE The term  "Variable  Rate  Advance"  means any  principal
amount  outstanding  under this Agreement which pursuant to this Agreement bears
interest at the Variable Rate.

WAREHOUSING ADVANCE means a disbursement by the Lenders under the Facility.

WAREHOUSING ADVANCE REQUEST as defined in Section 2.3.1.

WAREHOUSING  COLLATERAL VALUE means, as of any date of  determination,  (a) with
respect to any Eligible  Loan,  the lesser of (1) the amount of the  Warehousing
Advance  permitted  against such  Eligible  Loan under EXHIBIT D or (2) the Fair
Market  Value  of such  Eligible  Loan;  and (b) if  Eligible  Loans  have  been
exchanged for Agency Securities, the lesser of (1) the amount of any Warehousing
Advances outstanding against the Eligible Loans backing the Agency Securities or
(2) the Fair Market Value of the Agency Securities.

WAREHOUSING  COMMITMENT  means the  obligation  of Lenders  to make  Warehousing
Advances or to the Borrower under Section 2.1.1.

WAREHOUSE COMMITMENT AMOUNT means $100,000,000,  as such amount may be increased
pursuant to Section 2.1.2.

WAREHOUSE  LOANS  means  each of (i) those  closed  loans  held by the  Borrower
secured by a mortgage lien on a multifamily  Property,  (ii) those pending loans
as to which (a) the Borrower has given a commitment  to lend or has committed to
purchase at a specified  interest rate other than Forward  Commitments  or (b) a
Freddie Mac loan  commitment  at a specified  interest rate has been executed by
Freddie Mac and the borrower.


                                      A-11
<PAGE>



                                                           EXECUTION COUNTERPART



                                 AMENDMENT NO. 1
                                 ---------------
                                       TO
                                       --
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                    -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------

     THIS  AMENDMENT  NO. 1 (this  "Amendment")  is entered  into as of July 28,
2005, among CHARTERMAC MORTGAGE CAPITAL CORPORATION, a Delaware corporation,  as
Borrower, and BANK OF AMERICA, N.A. (successor by merger to Fleet National Bank)
as a Lender ("BofA") and as agent (in such capacity, the "Agent") for itself and
the other Lenders, and such other Lenders; and CharterMac,  a Delaware statutory
trust, and Charter Mac Corporation, a Delaware corporation (each individually, a
"Guarantor," and collectively "the Guarantors").

                                    RECITALS
                                    --------

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

     A.   The  Borrower,  the Agent and the Lenders  entered  into that  certain
          Amended  and  Restated  Mortgage   Warehousing   Credit  and  Security
          Agreement,  dated as of March 18, 2005 (as amended  from time to time,
          the  "Agreement").  Capitalized  terms used  herein and not  otherwise
          defined herein shall have the same meanings herein as ascribed to them
          in the Agreement.

     B.   The Borrower and the Guarantors  have requested  that, for a period of
          37 days from the date hereof (the "Increase Period"), in the event the
          principal  amount of the Loan then  outstanding  exceeds the Warehouse
          Commitment   Amount,   BofA  fund  Warehousing   Advances  up  to  (i)
          $125,000,000.00  greater than the Warehousing Commitment Amount during
          the  first 30 days of the  Increase  Period,  and (ii)  $25,000,000.00
          greater than the Warehousing  Commitment Amount during the last 7 days
          of the Increase  Period (such  $125,000,000  and  $25,000,000  amounts
          referred to herein as the "Maximum Overadvance Amount").

     C.   The Agent and the  Lenders  are  willing  to amend  the  Agreement  to
          accommodate  such  request  solely upon the terms and  conditions  set
          forth in this Amendment.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.   THIRTY  SEVEN DAY  AMENDMENT.  Except  as specifically provided for herein,
terms  of this  Amendment  will be  effective  solely  for the  duration  of the
Increase  Period.  At the end of the  Increase  Period,  except as  specifically
provided for herein,  this Amendment will be of no further force or effect,  and
the terms of the Loan  Agreement in effect in the absence of this Amendment will
be reinstated in full. The parties hereto hereby  acknowledge and agree that the
Increase Period shall expire at 5:00 p.m. EDT on September 2, 2005.

2.   TEMPORARY INCREASE IN THE LOAN.
     ------------------------------

     2.1 OVERADVANCES. Subject to the terms and conditions of the Agreement, and
provided  there is not then in  existence  a  Default,  (i) in the event  that a
Warehousing  Advance Request is received at such time as the aggregate principal
balance  of  the  Loan  then  outstanding  equals  or  exceeds  the  Warehousing
Commitment  Amount,  BofA  agrees to fund 100% of such  Warehousing  Advance  so
requested;  and (ii) in the  event a  Warehousing  Advance  made  pursuant  to a
Warehousing  Advance  Request would cause the principal  amount of the Loan then
outstanding to exceed the  Warehousing  Commitment  Amount,  BofA agrees to fund
100% of the portion of such Warehousing Advance that causes the then outstanding
principal balance of the Loan to exceed the Warehousing Commitment Amount; (each
such  advance  contemplated  by clause (i) or portion  thereof  contemplated  by
clause (ii), an  "Overadvance").  BofA shall not be obligated to make all or any
portion of a requested  Overadvance  in the event,  and to the extent,  that the
making of such requested  Overadvance would cause the aggregate principal amount
of all  Overadvances  then  outstanding  to exceed the then  applicable  Maximum
Overadvance Amount.


<PAGE>



     2.2  REPAYMENT  OF  OVERADVANCES.  At any time any  Overadvance  or portion
thereof  continues to be outstanding,  any payment that is received by the Agent
or a Lender  that is to be  applied  to reduce  the then  outstanding  principal
balance of the Loan in accordance  with the terms of the Agreement shall be paid
to BofA first to reduce or eliminate the then  outstanding  aggregate  principal
balance of the Overadvances.

3.   AMENDMENTS TO THE AGREEMENT.
     ---------------------------

     3.1  AMENDMENT  TO SECTION  2.1.1 OF THE  AGREEMENT.  Section  2.1.1 of the
          Agreement is hereby  amended by deleting the sentence  "The  aggregate
          principal  amount  of the  Loan  outstanding  at any one  time may not
          exceed  the  Warehousing  Commitment  Amount."  and  substituting  the
          following in its stead:

               "The aggregate  principal  amount of the Loan  outstanding at any
               one time may not exceed the  Warehousing  Commitment  Amount plus
               the then applicable Maximum Overadvance Amount."

     3.2  AMENDMENT  TO SECTION  2.1.2 OF THE  AGREEMENT.  Section  2.1.2 of the
          Agreement is hereby amended by deleting the introductory  sentence and
          substituting the following in its stead:

               "2.1.2  MAXIMUM  AMOUNT OF  FACILITY.  Subject to the  applicable
               terms and  conditions of this  Agreement,  the maximum  principal
               amount  outstanding  under  the  Facility  shall not  exceed  (i)
               $225,000,000.00  during the period from the date  hereof  through
               August 26,  2005,  and (ii)  $125,000,000  during the period from
               August 27, 2005 through September 2, 2005."

     3.3  AMENDMENT  TO SECTION  2.1.4 OF THE  AGREEMENT.  Section  2.1.4 of the
          Agreement  is  hereby  amended  by  deleting  it in its  entirety  and
          substituting the following in its stead:

               "2.1.4 OUTSTANDING  BALANCE OF THE LOAN. In the event at any time
               the outstanding  principal  balance of the Loan should exceed the
               lesser of (x) the Warehousing  Commitment Amount plus the Maximum
               Overadvance Amount, or (y) the aggregate  Warehousing  Collateral
               Value of all Eligible  Loans against which  Warehousing  Advances
               are then outstanding, the Borrower shall repay such excess amount
               on demand to the Agent so that the outstanding  principal balance
               of the Facility is in  compliance  with the terms and  provisions
               hereof."

     3.4  AMENDMENT TO EXHIBIT A TO THE AGREEMENT. The terms of this Section 3.4
          shall survive the expiration of the Increase Period. The definition of
          "Warehouse  Commitment Amount" in Exhibit A to the Agreement is hereby
          amended by deleting it in its entirety and  substituting the following
          in its stead:

               "WAREHOUSING  COMMITMENT  AMOUNT means  $100,000,000.00,  as such
               amount may be increased pursuant to Section 2.1.2."

4.   FEES.
     ----

     4.1 LOAN FEES.  The  Borrower  shall pay a  commitment  fee to BofA for the
period  commencing  on the date  hereof  and  ending at the end of the  Increase
Period equal to $10,753.42.

     4.2 OVERADVANCE  FACILITY FEE. The Borrower agrees to pay a facility fee to
Agent on behalf of BofA on the average daily  unborrowed  portion of the Maximum
Overadvance  Amount  from  the  date  hereof  through  September  2,  2005  (the
"Overadvance  Facility  Fee"),  calculated as set forth below.  The  Overadvance
Facility Fee shall be payable in arrears on September 5, 2005 for the  preceding
thirty seven day period ending on September 2, 2005,  and shall be calculated by
multiplying  the average  daily  unborrowed  portion of the Maximum  Overadvance
Amount for such thirty seven day period by 0.025% percent,  and multiplying that
product by a fraction,  the  numerator  of which is thirty  seven days,  and the
denominator  of which is ninety (90) days. The Borrower shall not be entitled to


                                        2
<PAGE>



any credit,  rebate or repayment of the Overadvance Facility Fee notwithstanding
any  termination of this Amendment or the Agreement or suspension or termination
of the  Agent's  or any  Lender's  respective  obligation  to  make  Warehousing
Advances or Overadvances hereunder.

5. RATIFICATION OF LOAN DOCUMENTS;  ACKNOWLEDGMENTS.  Except as provided herein,
all terms and conditions of the Agreement and the other Loan Documents remain in
full force and effect. The Borrower hereby:

     5.1. Ratifies, confirms, and reaffirms all representations, warranties, and
covenants  contained  in the  Agreement  and in the Loan  Documents  (except for
changes that are not singly or in the  aggregate  materially  adverse  resulting
from transactions contemplated and permitted by the Loan Agreement and the other
Loan  Documents,  and changes  occurring in the ordinary course of business that
singly  or in  the  aggregate  are  not  materially  adverse,  and  except  that
representations  and  warranties  relating  expressly  to an  earlier  date  are
reaffirmed as of such date) and  acknowledges  and agrees that the  Obligations,
including, without limitation, on account of any Overadvances,  are and continue
to be secured by the Collateral.

     5.2.  Acknowledges  and agrees that the Borrower does not have any offsets,
defenses,  or counterclaims  against the Agent or any Lender thereunder,  and to
the extent that any such offsets,  defenses,  or  counterclaims  may exist,  the
Borrower hereby WAIVES and RELEASES the Agent and Lenders therefrom.

     5.3. Represents and warrants that:

               a. As of the  date  the  Borrower  executes  this  Amendment,  no
          Default  exists,  nor will a Default exist as of the effective date of
          this Amendment.

               b. This  Amendment has been duly executed and delivered on behalf
          of  the  Borrower,  and  constitutes  the  legal,  valid  and  binding
          obligation  of the  Borrower,  enforceable  against  the  Borrower  in
          accordance  with  its  terms,  subject  to the  effect  of  applicable
          bankruptcy  and other  similar laws  affecting the rights of creditors
          generally and to the effect of equitable principles whether applied in
          an action at law or a suit in equity.

6. GUARANTY.  The Guarantors  hereby reaffirm their respective  Guaranties,  and
agree  that  neither  the  execution  of  this  Amendment,  the  performance  or
consummation of any of the transactions  contemplated  hereby, or any subsequent
modification,  extension,  renewal, amendment,  supplement or restatement of the
Agreement,  including any increase or reduction in the Total Commitments (or any
Lender's Commitment),  shall in any way limit, restrict,  qualify, or extinguish
their liability under the terms of their respective  Guaranties,  whether or not
either Guarantor  executes a confirmation of its Guaranty in connection with any
such  subsequent  modification,  extension,  renewal,  amendment,  supplement or
restatement, or increase or reduction.

7. CONDITIONS PRECEDENT. This Amendment shall not be effective until each of the
following  conditions  precedent have been fulfilled to the  satisfaction of the
Agent and the Lenders:

     7.1.  This  Amendment  shall have been duly  executed and  delivered by the
respective  parties hereto (including the Guarantors for the purposes of Section
6 hereof) and shall be in full force and effect.

     7.2. The allonge to the Promissory  Note,  dated as of March 18, 2005, made
by the Borrower,  payable to the order of Fleet  National Bank, in the principal
face amount of $175,000,000.00, substantially in the form of EXHIBIT 7.2 to this
Amendment  (the  "Allonge"),  shall have been duly executed and delivered by the
Borrower to BofA, and shall be in full force and effect.

     7.3.  All  action  on the  part of the  Borrower  necessary  for the  valid
execution,  delivery and  performance  by the Borrower of this Amendment and the
Allonge  shall  have  been  duly and  effectively  taken  and  evidence  thereof
satisfactory to the Agent shall have been provided to the Agent.


                                        3
<PAGE>



     7.4.  All  action  on the part of the  Guarantors  necessary  for the valid
execution,  delivery and  performance by the Guarantors of this Amendment  shall
have been duly and effectively  taken and evidence  thereof  satisfactory to the
Agent shall have been provided to the Agent.

     7.5. The Borrower  shall have provided such other items to the Agent as are
set forth on the Closing Agenda attached as EXHIBIT 7.5 to this  Amendment,  and
such  additional  instruments  and  documents  to the Agent as the Agent and the
Agent's counsel may have reasonably requested.

     7.6. No Default shall have occurred and be continuing.

8.   GENERAL.
     -------

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

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

     8.3  GOVERNING  LAW.  THIS  AMENDMENT  SHALL IN ALL  RESPECTS BE  GOVERNED,
CONSTRUED,  APPLIED AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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

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

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

     8.7 NO COURSE OF DEALING.  The Agent and the Lenders have entered into this
Amendment on the express understanding with the Borrower and each Guarantor that
in entering into this  Amendment the Agent and the Lenders are not  establishing
any course of dealing with the Borrower and the Guarantors.  The Agent's and the
Lenders'  right to  require  strict  performance  with all of the  terms and the
conditions  of Agreement  and the other Loan  Documents  shall not in any way be
impaired by the execution of this  Amendment.  None of the Agent and the Lenders
shall be  obligated in any manner to execute any further  amendments  or waivers
and if such waivers or  amendments  are  requested  in the future,  assuming the
terms and conditions thereof are satisfactory to them, the Agent and the Lenders
may require the payment of fees in connection therewith.


                [Remainder of the page intentionally left blank]


                                        4
<PAGE>



     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment under
seal as of the date first set forth above.

                                BORROWER:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                              By: /s/ Lawrence Cohen
                                                  ------------------
                                              Name: Lawrence Cohen
                                                    --------------
                                              Title: Senior Vice President
                                                     ---------------------


                                LENDERS:

                                         BANK OF AMERICA, N.A., as Agent and
                                         as a Lender

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


                                         HSBC BANK USA, NATIONAL ASSOCIATION,
                                         as a Lender

                                              By: /s/ Christopher J. Montante
                                                  ---------------------------
                                              Name: Christopher J. Montante
                                                    -----------------------
                                              Title: Vice President
                                                     --------------


                       [Signatures continued on next page]


(1st Amendment Sig. Pg)


<PAGE>



Accepted and Agreed:

CHARTER MAC CORPORATION, as Guarantor

By: /s/ Stuart J. Boesky
    --------------------
Name: Stuart J. Boesky
      ----------------
Title: Chief Operating Officer
       -----------------------


CHARTERMAC, as Guarantor

By: /s/ Stuart J. Boesky
    --------------------
Name: Stuart J. Boesky
      ----------------
Title: Chief Operating Officer
       -----------------------


(Amendment No. 1 Sig Pg.)


<PAGE>



                                   EXHIBIT 7.2
                                   -----------

                                  ALLONGE NO. 1
                            DATED AS OF JULY___, 2005


     This Allonge is made to that certain Promissory Note, dated as of March 18,
2005, made by the Borrower,  and payable to Bank of America,  N.A. (successor by
merger  to  Fleet  National   Bank),  in  the  original   principal   amount  of
$50,000,000.00 (the "Note").  Terms not defined herein have the same meanings as
in the Note.

     Solely for the thirty seven-day period commencing as of the date hereof and
ending at 5:00 p.m.  EDT on  September  2, 2005  (the  "Increase  Period"),  the
principal  amount of the Note  shall be  increased  from  $50,000,000.00  to (i)
$175,000,000.00  through August 26, 2005, and (ii) $75,000,000 during the period
from August 27, 2005 through  September 2, 2005. During the Increase Period this
Allonge  shall  become part of the Note and shall be subject to all of the terms
and conditions  thereof.  From and after the expiration of the Increase  Period,
this Allonge  shall be of no further  force and effect and the Note shall remain
in full force and effect without reference to this Allonge.

     Although it is in the  interest of the parties that this Allonge be affixed
to the Note, this Allonge shall continue in full force and effect even if it has
not been so affixed.

     This instrument  shall have the force and effect of an instrument  executed
under seal under the laws of The Commonwealth of  Massachusetts  (without regard
to its rules regarding choice of law).

     IN WITNESS WHEREOF, Borrower has caused this Allonge to be duly executed as
of the date set forth above.


                                         BORROWER:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By:_________________________________
                                            Name:____________________________
                                            Title: __________________________


<PAGE>



<TABLE>
<CAPTION>

                                  EXHIBIT 7.5
                                  -----------

                                CLOSING CHECKLIST
                                -----------------

DOCUMENT                                                                            RESPONSIBLE
                                                                                    PARTY
<S>  <C>                                                                            <C>
1.   First  Amendment to Amended and Restated  Mortgage  Warehousing  Credit and         BofA/NMF
     Security Agreement

     a.   Exhibit 7.2.: Form of Allonge No. 1

     b.   Exhibit 7.5: Closing Checklist

2.   Allonge  No. 1 to  Promissory  Note,  dated March 18,  2005,  made by CMCC,         BofA/NMF
     payable to the order of Fleet  National  Bank, in the principal face amount
     of $50,000,000.00.

3.   Enforceability Opinions

     a.   Massachusetts  Opinion Letter from Proskauer Rose LLP addressed to the       Borrower/PR
          Agent and the Lenders

     b.   Opinion Letter from Richards, Layton and Finger addressed to the Agent    DE Special Counsel
          and the Lenders

4.   CMCC Corporate Authority Documents                                                Borrower/PR

     a.   Long-form Certificate of Legal Existence certified by the Secretary of
          State of Delaware

     b.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and a bring-down of the
          By-laws

5.   Massachusetts   Enforceability  Opinion  Letter  from  Proskauer  Rose  LLP       Borrower/PR
     pertaining to the  execution,  delivery and  performance of the Amended and
     Restated Mortgage  Warehousing Credit and Security  Agreement,  dated as of
     March 18, 2005

</TABLE>


<PAGE>



                                                           EXECUTION COUNTERPART


                                 AMENDMENT NO. 2
                                 ---------------
                                       TO
                                       --
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                    -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------


     THIS AMENDMENT NO. 2 (this "Amendment") is entered into as of September 29,
2005, among:  CHARTERMAC MORTGAGE CAPITAL  CORPORATION,  a Delaware  corporation
("CMCC"), CHARTERMAC MORTGAGE PARTNERS CORP., a Delaware corporation ("CMP" and,
collectively with CMCC, the "Borrowers");  Bank of America,  N.A.  (successor by
merger to Fleet National  Bank) as a Lender and as agent (in such capacity,  the
"Agent") for itself and the other Lenders, and such Lenders;  and CharterMac,  a
Delaware  statutory trust, and Charter Mac Corporation,  a Delaware  corporation
(each individually, a "Guarantor," and collectively the "Guarantors"). RECITALS

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

     A.   CMCC, the Agent and the Lenders  entered into that certain Amended and
          Restated Mortgage Warehousing Credit and Security Agreement,  dated as
          of March 18, 2005 (as  amended  from time to time,  the  "Agreement").
          Capitalized  terms used herein and not otherwise  defined herein shall
          have the same meanings herein as ascribed to them in the Agreement.

     B.   CMCC, the Guarantors and CMP have requested that (i) CMP be added as a
          Borrower  to  the  Agreement;  and  (ii)  certain  amendments  to  the
          Agreement and the Loan Documents be enacted in order to permit CMCC to
          draw a Warehousing Advance (the "Villagio Advance") to facilitate CMCC
          funding a $26,500,000  loan secured by a first  mortgage on a 272 unit
          multi-family  property  known  as  Villagio,  located  in  Sacramento,
          California ("Villagio").

     C.   The Agent and the Lenders are  willing to amend the  Agreement  to (i)
          admit CMP as a Borrower and (ii) permit the Villagio  Advance,  solely
          upon the terms and conditions set forth in this Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  Recitals and of the
representations,  warranties,  covenants and  conditions set forth herein and in
the Agreement, CMCC, the Guarantors, CMP, the Agent and the Lenders hereby agree
as follows:

1.  AMENDMENTS  TO THE  AGREEMENT.  In  compliance  with  Section  12.14  of the
Agreement, the Borrower, CMP, the Agent, the Lenders and the Guarantors agree as
follows:

     1.1  DEFINED  TERMS.  From and  after  the date  hereof,  Exhibit  A to the
Agreement is hereby amended by adding the definitions,  or revising the existing
definitions, set forth below:

     BORROWER shall mean CMCC or CMP  individually or  collectively  and jointly
     and severally,  and shall be deemed to refer to "Borrower" or  "Borrowers",
     all as the particular context suggests.

     CASH COLLATERAL  ACCOUNT means either the CMCC Cash  Collateral  Account or
     the CMP Cash Collateral Account as a particular context suggests.

     CMCC means CharterMac Mortgage Capital Corporation, a Delaware corporation,
     a Borrower hereunder.

     CMCC CASH COLLATERAL  ACCOUNT means a demand deposit account  maintained at
     the Agent,  in the Agent's name (as agent for the  Lenders) and  designated
     for receipt of the proceeds of the sale or other disposition of Collateral.
     As of the date  hereof,  the CMCC Cash  Collateral  Account  has an account
     number of 9419920632.


<PAGE>

     CMP means CharterMac  Mortgage  Partners Corp., a Delaware  corporation,  a
     Borrower hereunder.

     CMP CASH COLLATERAL  ACCOUNT means a demand deposit  account  maintained at
     the Agent,  in the Agent's name (as agent for the  Lenders) and  designated
     for receipt of the proceeds of the sale or other disposition of Collateral.
     As of the date  hereof,  the CMP Cash  Collateral  Account  has an  account
     number of 004602273053.

     FREDDIE  MAC LOSS  SHARING  means loss  sharing in  connection  with credit
     enhancements  provided by Freddie Mac and mortgage loans  originated by CMP
     and  purchased  by  Freddie  Mac under the Shadow  Underwriting/Loss  Share
     Program.

     GINNIE MAE CO-INSURANCE means loans originated by Capri Capital Finance LLC
     or CMCC to be sold to  Ginnie  Mae which are  federally  insured  under FHA
     coinsurance  programs that provide for the retention by the mortgage lender
     of a portion of the mortgage insurance risk that otherwise would be assumed
     by FHA under the applicable FHA insurance program.

     1.2  REFERENCES  TO  CERTAIN  TERMS.  From and after the date  hereof,  all
references to the terms  "CharterMac  Mortgage  Capital  Corporation" and "Fleet
National Bank" shall be amended as follows:

          a. All references to "CharterMac  Mortgage Capital  Corporation" shall
     mean CMCC or CMP,  individually or collectively  and jointly and severally,
     as a particular context suggests.

          b. All references to "Fleet  National Bank" shall be deleted and "Bank
     of America,  N.A.,  successor by merger to Fleet  National  Bank " shall be
     substituted in its stead.

     1.3  AMENDMENT  TO SECTION  7.30 OF THE  AGREEMENT.  Section 7.30 is hereby
amended by deleting it in its entirety  and  substituting  the  following in its
stead:

     "7.30 RECOURSE SERVICING CONTRACTS. The Borrowers will not acquire or enter
     into  Servicing  Contracts  under which the  Borrowers  must  repurchase or
     indemnify  the holder of the Mortgage  Loans as a result of defaults on the
     Mortgage Loans at any time during the term of those Mortgage Loans,  except
     for (i) loss sharing  under  Fannie Mae DUS  Mortgage  Loans and Ginnie Mae
     Co-Insurance  with respect to CMCC,  and (ii) Freddie Mac Loss Sharing with
     respect to CMP."

2. WAREHOUSING  ADVANCES TO CMP. In furtherance,  and not in limitation,  of the
foregoing,  and for the express purpose of inducing the Agent and the Lenders to
enter into this Amendment to add CMP as a Borrower, and to induce the Lenders to
make  Warehousing  Advances to CMP, and to otherwise  complete the  transactions
contemplated hereby:

     2.1 SECURITY FOR THE  FACILITY.  CMP hereby  acknowledges  that pursuant to
Section 3.1 of the Agreement,  as amended hereby, CMP grants a security interest
to Agent, for the ratable benefit of the Lenders,  in all of CMP's right,  title
and interest in and to the Collateral.

     2.2 WARRANTIES AND  REPRESENTATIONS.  CMP hereby acknowledges that pursuant
to  this  Amendment,  CMP  makes,  jointly  and  severally  with  CMCC,  all the
representations and warranties of the Borrowers as set forth in Sections 6 and 8
of the  Agreement  as of the date  hereof and upon the date of each  Warehousing
Advance.

     2.3 COVENANTS. CMP hereby acknowledges that pursuant to this Amendment, CMP
makes, jointly and severally with CMCC, each covenant and agreement set forth in
Sections 7 and 8 of the Agreement,  excluding Section 7.26 which applies only to
CMCC, so long as the Lenders have any obligation to make any Warehousing Advance
to CMP and  until  all of the  Obligations  arising  out of or  relating  to any
Warehousing Advances have been fully paid and performed.


                                        2
<PAGE>



     2.4  SCHEDULES.  All of the  Schedules  pertaining  to CMCC attached to the
Agreement are hereby  supplemented  to include the  information  and disclosures
pertaining to CMP as set forth in the Schedules attached to this Amendment.

     2.5 JOINT AND SEVERAL LIABILITY.  Each of the Borrowers hereby acknowledges
and  agrees  that it  shall  be  jointly  and  severally  liable  for all of the
Obligations of both and each of the Borrowers.

3.  VILLAGIO.  In  connection  with,  and solely for  purposes  of the  Villagio
Advance, the Borrowers, Guarantors, Agent and Lenders hereby agree as follows:

     3.1 INTEREST  RATE.  Notwithstanding  the  provisions of Section 2.4 of the
Agreement,  principal  amounts of the Villagio  Advance  outstanding  shall bear
interest at the "Villagio  Fixed Rate."  "Villagio Fix Rate" means the per annum
rate equal to the Federal Funds Base Rate plus 140 basis points, with changes in
the Federal  Funds Base Rate,  if any, to be effective as of each Federal  Funds
Rate Adjustment Date.

     3.2  PRINCIPAL.  Notwithstanding  the  terms  of  Section  2.4.7(i)  of the
Agreement or Sections  5(f) or (g) of Exhibit D to the  Agreement,  the Villagio
Advance  shall be  repaid  on the  earlier  to occur of (x) the  payment  of the
Committed  Purchase Price pursuant to the Purchase  Commitment  from Freddie Mac
with respect to Villagio or (y) the Maturity Date.

     3.3 FEE.  Simultaneously with the execution and delivery of this Amendment,
the  Borrower  shall pay to the Agent,  for the  ratable  benefit of each of the
Lenders, a fee in the amount of $10,000.

     3.4 COLLATERAL. Until such time as the Villagio Advance and all Obligations
relating to or arising out of the  Villagio  Advance  have been fully repaid and
performed,  the  definition of  "Collateral"  as set forth in Section 3.1 of the
Agreement is hereby amended by the addition of the following:

     "3.1.10 That certain  Irrevocable  Standby Letter of Credit dated September
     22, 2005, No. 2005-03, issued by Federal Home Loan Bank of San Francisco in
     favor of the Agent, as transferee,  from CMCC pursuant to that certain Full
     Transfer of Irrevocable Standby Letter of Credit dated October 4, 2005."

     3.5  CONDITIONS  PRECEDENT.  In  addition  to all of the  requirements  and
conditions  precedent  set forth in the  Agreement,  in the Loan  Documents  and
elsewhere in this Amendment,  prior to the making of the Villagio  Advance,  the
Borrowers and the Guarantors  shall satisfy,  or cause to be satisfied,  in form
and substance  satisfactory  to the Agent and the Lenders,  all of the following
conditions precedent:

          (a) The Agent shall have  received a copy of an executed and delivered
     early rate lock application  letter between CMCC and Freddie Mac (the "Rate
     Lock Letter");

          (b)  CharterMac's  guaranty of the  Borrowers'  Obligations  under the
     Agreement  shall have been  amended so as to cause such  guaranty not to be
     subject to the  limitations  on liability set forth therein with respect to
     Villagio;

          (c) The Agent and each Lender shall have  received  all  documentation
     relating  to  Villagio,   including,   without  limitation,   the  Purchase
     Commitment  from  Freddie  Mac (a copy of which is attached as Exhibit A to
     the Rate Lock Letter); and

          (d) The assignment of mortgage  assigning the Villagio mortgage to the
     Agent, for the ratable benefit of the Lenders,  shall have been recorded in
     the appropriate real estate records and shall be in full force and effect.

4.  WAIVER.  Notwithstanding  Section 7.16 of the  Agreement,  the Agent and the
Lenders hereby consent to the transfer of assets from Capri Capital  Associates,
LLC, a Delaware  limited  liability  company,  and Capri Capital  Finance LLC, a
Delaware limited  liability  company,  to (i) CMP with respect to mortgage loans
originated,  sold to and serviced for Freddie Mac, and (ii) CMCC with respect to
the balance of such  assets,  each as more  particularly  described on Exhibit B
attached to this Amendment, and hereby waive any Default under Section 7.16 that
would otherwise exist due to such transfer.


                                        3
<PAGE>



5. CONDITIONS PRECEDENT. Prior to the effectiveness of this Amendment, CMP shall
satisfy all of the conditions precedent applicable to the Borrowers as set forth
in Section 5 of the Agreement.  In furtherance of the foregoing,  the Guarantors
and the Borrowers shall execute and/or deliver all documents,  and take all such
further  actions,  in form  and  substance  satisfactory  to the  Agent  and the
Lenders,  as set forth on the Closing  Checklist  attached  hereto as EXHIBIT A,
including,   without  limitation,  the  execution  and  delivery  of  two  Notes
substantially in the form of EXHIBIT F to the Agreement.

6. GUARANTORS.  Each of the Guarantors hereby acknowledges the terms, provisions
and  intent  of this  Amendment  and  acknowledges  and  agrees  that all of the
provisions of its respective  Guaranty shall continue to be its respective valid
and binding obligations,  enforceable in accordance with their terms,  including
without limitation, with respect to any Warehousing Advance or other Obligations
of both CMCC and CMP as Borrowers  under the Agreement as  contemplated  in this
Amendment.

7.   GENERAL.
     -------

     7.1 NOTICE.  For purposes of Section 12.1 of the  Agreement,  CMP's address
for Notice shall be c/o CMCC at the address and as otherwise provided in Section
12.1 of the Agreement.

     7.2 JURY TRIAL WAIVER. CMP HEREBY  ACKNOWLEDGES  THAT,  PURSUANT TO SECTION
12.7 OF THE AGREEMENT AS AMENDED BY THIS AMENDMENT,  CMP KNOWINGLY,  VOLUNTARILY
AND  INTENTIONALLY  WAIVES  THE  RIGHT  TO A TRIAL  BY JURY  IN  RESPECT  OF ANY
LITIGATION  BASED  HEREON,  ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH THIS
AMENDMENT  OR ANY OTHER  DOCUMENTS  CONTEMPLATED  TO BE EXECUTED  IN  CONNECTION
HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,  WITHOUT LIMITATION,  ANY
COURSE OF CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  OR ACTIONS OF AGENT OR ANY
LENDER  RELATING TO THE  ADMINISTRATION  OF THE LOAN OR  ENFORCEMENT OF THE LOAN
DOCUMENTS, AND AGREES THAT NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION  WITH ANY OTHER  ACTION IN WHICH A JURY  TRIAL  CANNOT BE OR HAS NOT BEEN
WAIVED.  EXCEPT AS PROHIBITED BY LAW, CMP HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM  OR  RECOVER  IN  ANY  LITIGATION  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE  OR
CONSEQUENTIAL  DAMAGES OR ANY DAMAGES  OTHER THAN,  OR IN  ADDITION  TO,  ACTUAL
DAMAGES. CMP CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF AGENT OR ANY
LENDER HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT AGENT OR ANY LENDER WOULD
NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.  THIS
WAIVER  CONSTITUTES  A MATERIAL  INDUCEMENT  FOR AGENT AND THE LENDERS TO ACCEPT
THIS AMENDMENT.

     7.3  RATIFICATION.  Except as hereby  amended,  the Agreement and all other
Loan Documents and each provision  thereof are hereby  ratified and confirmed in
every respect and shall continue in full force and effect (except for changes to
all  representations,  warranties  and  covenants  that are not singly or in the
aggregate  materially  adverse  resulting  from  transactions  contemplated  and
permitted by the Agreement and other Loan  Documents,  and changes  occurring in
the  ordinary  course  of  business  that  singly  or in the  aggregate  are not
materially  adverse,  and except that  representations  and warranties  relating
expressly to an earlier date are reaffirmed as of such date), and this Amendment
shall not be,  and shall not be deemed to be, a waiver of any  Default or of any
covenant, term or provision of the Agreement or other Loan Documents.

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

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


                                        4
<PAGE>



     7.6  GOVERNING  LAW.  THIS  AMENDMENT  SHALL IN ALL  RESPECTS BE  GOVERNED,
CONSTRUED,  APPLIED AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     7.7  SUCCESSORS AND ASSIGNS.  This Amendment  shall be binding upon each of
the Borrowers,  the Guarantors,  the Lenders and the Agent and their  respective
successors and assigns, and shall inure to the benefit of each of the Borrowers,
the Guarantors, the Lenders and the Agent.

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

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

     7.10 NO COURSE OF DEALING. The Agent and the Lenders have entered into this
Amendment on the express  understanding with each Borrower and Guarantor that in
entering into this Amendment the Agent and the Lenders are not  establishing any
course of dealing with the  Borrowers  and the  Guarantors.  The Agent's and the
Lenders'  right to  require  strict  performance  with all of the  terms and the
conditions  of Agreement  and the other Loan  Documents  shall not in any way be
impaired by the execution of this  Amendment.  None of the Agent and the Lenders
shall be  obligated in any manner to execute any further  amendments  or waivers
and if such waivers or  amendments  are  requested  in the future,  assuming the
terms and conditions thereof are satisfactory to them, the Agent and the Lenders
may require the payment of fees in connection therewith.


  [Remainder of page intentionally left blank; signatures appear on next page]


                                        5
<PAGE>



     IN WITNESS WHEREOF this Amendment has been duly executed and delivered as a
sealed instrument as of the date first set forth above.

         BORROWERS:                      CHARTERMAC MORTGAGE CAPITAL CORPORATION


                                         By: /s/ Alan P. Hirmes
                                             ------------------
                                            Name: Alan P. Hirmes
                                                  --------------
                                            Title: Corporate Managing Director
                                                   ---------------------------


                                         CHARTERMAC MORTGAGE PARTNERS CORP.


                                         By: /s/ Alan P. Hirmes
                                             ------------------
                                            Name: Alan P. Hirmes
                                                  --------------
                                            Title: Corporate Managing Director
                                                   ---------------------------

         AGENT AND LENDER:               BANK OF AMERICA, N.A.


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


         LENDER:                         HSBC BANK USA, NATIONAL ASSOCIATION


                                         By: /s/ Christopher J. Montante
                                             ---------------------------
                                             Name: Christopher J. Montante
                                                   -----------------------
                                             Title: Vice President
                                                    --------------


                       [Signatures Continued on Next Page]


                                       S-1
<PAGE>



         GUARANTORS:                      CHARTERMAC, a Delaware statutory trust


                                          By: /s/ Alan P. Hirmes
                                              ------------------
                                              Name: Alan P. Hirmes
                                                    --------------
                                              Title: Chief Financial Officer
                                                     -----------------------

                                          CHARTER MAC CORPORATION


                                          By: /s/ Alan P. Hirmes
                                              ------------------
                                              Name: Alan P. Hirmes
                                                    --------------
                                              Title: Chief Financial Officer
                                                     -----------------------


                                       S-2
<PAGE>



                                    EXHIBIT A
                                    ---------


                                CLOSING CHECKLIST


                                 AMENDMENT NO. 2
                                       TO
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                          CREDIT AND SECURITY AGREEMENT

                                      AMONG

                           BANK OF AMERICA, N.A., AND
                                 HSBC BANK, USA,

                                   AS LENDERS,

                                      WITH

                        BANK OF AMERICA, N.A., AS AGENT,

                                       AND

                  CHARTERMAC MORTGAGE CAPITAL CORPORATION, AND
                CHARTERMAC MORTGAGE PARTNERS CORP., AS BORROWERS

                                       AND

              CHARTER MAC CORPORATION AND CHARTERMAC, AS GUARANTORS


                         DATED AS OF SEPTEMBER 29, 2005


                                       A-1
<PAGE>



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


                                 LIST OF PARTIES


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

AGENT AND SOLE LEAD
-------------------
ARRANGER:
---------
                      Bank of America ("BofA")
                      Mail Code: MA5-503-04-16
                      One Federal Street, 4th Floor
                      Boston, MA  02110
                      Attention:        John F. Simon, Senior Vice President
                                        Tel.: (617) 346-4270
                                        Fax: (617) 346-4670
                                        E-mail: john.f.simon@bankofamerica.com

                                        Ugo Arinzeh, Vice President
                                        Tel.: (202) 624-4345
                                        Tel.: (617) 346-0431
                                        Fax: (202) 737-1847
                                        E-mail: ugo.arinzeh@bankofamerica.com

OTHER LENDERS:
-------------
                      HSBC Bank USA, National Association ("HSBC")
                      One HSBC Center, 27th Floor
                      Buffalo, NY  14203
                      Attention:        Christopher J. Montante, Vice President
                                        Tel.: (716) 841-4430
                                        Fax: (716) 841-4199
                                        E-mail: chris.montante@us.hsbc.com

BORROWERS AND
-------------
GUARANTORS:
----------
                      CharterMac Mortgage Capital Corporation
                      ("CMCC" or "Borrower")
                      101 Hudson Street, 39th Floor
                      Jersey City, NJ  07302
                      Attention:        Lawrence Cohen, Senior Vice President
                                        Tel.: (516) 663-5695
                                        Fax: (516) 873-0080
                                        E-mail: lcohen@chartermac.com



                      CharterMac Mortgage Partners Corp. ("CMP" or "Borrower")
                      101 Hudson Street, 39th Floor
                      Jersey City, NJ  07302
                      Attention:        Lawrence Cohen, Senior Vice President
                                        Tel.: (516) 663-5695
                                        Fax: (516) 873-0080
                                        E-mail: lcohen@chartermac.com


                                       A-2
<PAGE>



                        Charter Mac Corporation
                        625 Madison Avenue
                        New York, NY  10022
                        Attention: Robert Levy, Senior Vice President
                                          Tel.: (212) 317-5712
                                          Fax: (212) 751-3550
                                          E-mail: rlevy@chartermac.com

                        CharterMac
                        f/k/a Charter Municipal Mortgage Acceptance Company
                        625 Madison Avenue
                        New York, NY  10022
                        Attention: Robert Levy, Senior Vice President
                                          Tel.: (212) 317-5712
                                          Fax: (212) 751-3550
                                          E-mail: rlevy@chartermac.com

COUNSEL FOR AGENT:
-----------------
                        Nutter, McClennen & Fish, LLP ("NMF")
                        World Trade Center West
                        155 Seaport Boulevard
                        Boston, MA  12210
                        Attention:        Philip R. Rosenblatt, Esq.
                                          Tel.: (617) 439-2806
                                          Fax: (617) 310-9806
                                          E-mail: prosenblatt@nutter.com

                                          Darah E. Manning, Esq.
                                          Tel.: (617) 439-2485
                                          Fax: (617) 310-9485
                                          E-mail: dmanning@nutter.com

COUNSEL FOR HSBC:
----------------
                        Phillips Lytle LLP ("PL")
                        437 Madison Avenue, 34th Floor
                        New York, NY  10022
                        Attention:        Christopher G. Dorman, Esq.
                                          Tel.: (212) 508-0427
                                          Fax: (212) 308-9079
                                          E-mail: cdorman@phillipslytle.com

COUNSEL FOR BORROWER
--------------------
AND GUARANTOR:
-------------
                        Proskauer Rose ("PR")
                        1585 Broadway
                        New York, NY  10036-8299
                        Attention:        Steven A. Fishman, Esq.
                                          Tel.: (212) 969-3025
                                          Fax: (212) 969-2900
                                          E-mail: safishman@proskauer.com

                                          Stacey M. Moore, Esq.
                                          Tel.: 212-969-3312
                                          Fax: 212-969-2900
                                          E-mail: smoore@proskauer.com


                                       A-3
<PAGE>



                                           Samuel L. Martin, Esq.
                                           Tel.: (212) 969-3031
                                           Fax: (212) 969-2900
                                           E-mail: smartin@proskauer.com


                                       A-4
<PAGE>



<TABLE>
<CAPTION>

                                CLOSING CHECKLIST

DOCUMENT/ACTION                                                                     RESPONSIBLE             STATUS
                                                                                    PARTY
<S>  <C>                                                                            <C>
1.   Amendment  No. 2 to Amended and Restated  Mortgage  Warehousing  Credit and         BofA/NMF
     Security Agreement

     a.   Exhibit A: Closing Checklist
     b.   Exhibit  B:  Transactions,  Contract  Rights  and Other  Assets  being
          Conveyed by Capri Capital Advisors to CMCC                                     CMP/PR
     c.   Schedule 4: Authorized Representatives
     d.   Schedule 6.3: Litigation
     e.   Schedule 6.7.1:  Ownership,  Subsidiaries and Taxpayer  Identification
          Numbers
     f.   Schedule 6.14: Certain Transactions
     g.   Schedule 6.20: Serving Portfolio
     h.   Schedule 6.21: Assumed Names
     i.   Schedule 7.7: Insurance
     j.   Schedule 7.12: Indebtedness of Borrower
     k.   Schedule 7.14.1: Other Indebtedness
     l.   Schedule 7.14.2: Other Liens

2.   Promissory  Note,  dated  September 29, 2005,  made by CMP,  payable to the         BofA/NMF
     order  of  Bank  of  America,   N.A.,  in  the  principal  face  amount  of
     $50,000,000.00.

3.   Promissory  Note,  dated  September 29, 2005,  made by CMP,  payable to the         BofA/NMF
     order of HSBC Bank USA, in the principal face amount of $50,000,000.00.

4.   Amendment  No.  1 to  Amended  and  Restated  Guaranty,  from  Charter  Mac         BofA/NMF
     Corporation

5.   Amendment No. 1 to Second Amended and Restated  Guaranty,  from  CharterMac         BofA/NMF

6.   UCC Initial  Financing  Statement for CMP filed with the Secretary of State         BofA/NMF
     of Delaware

7.   Letter, dated as of September 29, 2005, from CMCC to Federal Home Loan Bank         CMCC/PR
     of San Franciso,  re: Letter of Credit No. 2005-30, with original Letter of
     Credit attached.

8.   Officer's Certificate                                                               CMP/PR

9.   Enforceability Opinions

     a.   Opinion  Letter from Proskauer Rose LLP addressed to the Agent and the         CMP/PR
          Lenders

     b.   Opinion Letter from Richards, Layton and Finger addressed to the Agent    DE Special Counsel
          and the Lenders

10.  UCC, Bankruptcy, Tax Lien and Litigation Searches for CMP                           CMP/PR

</TABLE>


                                       A-5
<PAGE>



<TABLE>
<CAPTION>

DOCUMENT/ACTION                                                                     RESPONSIBLE             STATUS
                                                                                    PARTY
<S>  <C>                                                                            <C>
11.  CMP Corporate Authority Documents                                                   CMP/PR

     a.   Certificate of Incorporation

     b.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and the By-laws

     c.   Certificate of Legal Existence and Good Standing from the Secretary of
          State

     d.   Incumbency Certificate

12.  Payment of all  accrued  and unpaid  legal  fees and  disbursements  of the       Borrowers
     Agent's counsel relating to the Agreement or the transactions  contemplated
     thereby or related thereto, or the Borrowers

</TABLE>


                                       A-6
<PAGE>



<TABLE>
<CAPTION>

                                                                                    Borrowers
<S>  <C>                                                                            <C>
13.  Villagio Due Diligence Borrowers

     a.   Early Rate Lock  Agreement with Purchase  Commitment  from Freddie Mac
          attached

     b.   Title  insurance  regarding B of A's insured  interests,  as Assignee,
          under the Villagio Deed of Trust

</TABLE>


                                       A-7
<PAGE>



                                    EXHIBIT B
                                    ---------

                      SCHEDULE OF ASSETS TO BE TRANSFERRED

The following assets to be transferred by Capri Capital  Finance,  LLC and Capri
Capital Associates, LLC (the `Assignors") to CMCC and CMP:

     1.   Assignors'  interests under agreements relating to the origination and
          servicing of mortgage loans, including (i) agreements of Capri Capital
          Finance,  LLC with respect to loans  originated,  sold to and serviced
          for Freddie Mac and Fannie Mae and (ii)  agreements  of Capri  Capital
          Associates,  LLC with respect to loans  originated,  sold and serviced
          for FHA and Ginnie Mae.

     2.   Deposits  and  custodial  and  escrow  accounts  with  respect to such
          servicing arrangements.

     3.   Cash and receivables of the Assignors.

     4.   Furniture and equipment.


                                       B-1
<PAGE>



                                                           EXECUTION COUNTERPART



                                 AMENDMENT NO. 3
                                 ---------------
                                       TO
                                       --
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                    -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------

     THIS  AMENDMENT NO. 3 (this  "Amendment")  is entered into as of October 3,
2005, among CHARTERMAC  MORTGAGE CAPITAL  CORPORATION,  a Delaware  corporation,
("CMCC"), CHARTERMAC MORTGAGE PARTNERS CORP., a Delaware corporation ("CMP" and,
collectively with CMCC, the "Borrowers");  BANK OF AMERICA,  N.A.  (successor by
merger  to  Fleet  National  Bank) as a Lender  ("BofA")  and as agent  (in such
capacity, the "Agent") for itself and the other Lenders, and such other Lenders;
and CharterMac,  a Delaware  statutory  trust,  and Charter Mac  Corporation,  a
Delaware  corporation (each  individually,  a "Guarantor," and collectively "the
Guarantors").

                                    RECITALS
                                    --------

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

     A.   The  Borrowers,  the  Agent and the  Lenders  have  entered  into that
          certain Amended and Restated Mortgage  Warehousing Credit and Security
          Agreement,  dated as of March 18, 2005, as amended by Amendment No. 1,
          dated as of July 28, 2005 and  Amendment  No. 2, dated as of September
          29, 2005, (as so amended,  the  "Agreement").  Capitalized  terms used
          herein and not otherwise  defined  herein shall have the same meanings
          herein as ascribed to them in the Agreement.

     B.   The Borrowers and the Guarantors  have requested that, for a period of
          29 days from the date hereof (the "Increase Period"), in the event the
          principal  amount of the Loan then  outstanding  exceeds the Warehouse
          Commitment Amount, BofA fund Warehousing Advances up to $50,000,000.00
          greater than the Warehouse Commitment Amount (the "Maximum Overadvance
          Amount").

     C.   The Agent and the  Lenders  are  willing  to amend  the  Agreement  to
          accommodate  such  request  solely upon the terms and  conditions  set
          forth in this Amendment.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1. TWENTY-NINE DAY AMENDMENT.  Except as specifically provided for herein, terms
of this  Amendment  will be  effective  solely for the  duration of the Increase
Period. At the end of the Increase Period,  except as specifically  provided for
herein,  this Amendment will be of no further force or effect,  and the terms of
the Loan Agreement in effect in the absence of this Amendment will be reinstated
in full.  The parties  hereto  hereby  acknowledge  and agree that the  Increase
Period shall expire at 5:00 p.m. EDT on October 31, 2005.

2.   TEMPORARY INCREASE IN THE LOAN.
     ------------------------------

     2.1.  OVERADVANCES.  Subject to the terms and  conditions of the Agreement,
and provided  there is not then in existence a Default,  (i) in the event that a
Warehousing  Advance Request is received at such time as the aggregate principal
balance  of  the  Loan  then  outstanding  equals  or  exceeds  the  Warehousing
Commitment  Amount,  BofA  agrees to fund 100% of such  Warehousing  Advance  so
requested;  and (ii) in the  event a  Warehousing  Advance  made  pursuant  to a
Warehousing  Advance  Request would cause the principal  amount of the Loan then
outstanding to exceed the  Warehousing  Commitment  Amount,  BofA agrees to fund
100% of the portion of such Warehousing Advance that causes the then outstanding
principal balance of the Loan to exceed the Warehousing Commitment Amount; (each
such  advance  contemplated  by clause (i) or portion  thereof  contemplated  by
clause (ii), an  "Overadvance").  BofA shall not be obligated to make all or any
portion of a requested  Overadvance  in the event,  and to the extent,  that the
making of such requested  Overadvance would cause the aggregate principal amount
of all  Overadvances  then  outstanding  to exceed the then  applicable  Maximum
Overadvance Amount.


<PAGE>



     2.2.  REPAYMENT OF  OVERADVANCES.  At any time any  Overadvance  or portion
thereof  continues to be outstanding,  any payment that is received by the Agent
or a Lender  that is to be  applied  to reduce  the then  outstanding  principal
balance of the Loan in accordance  with the terms of the Agreement shall be paid
to BofA first to reduce or eliminate the then  outstanding  aggregate  principal
balance of the Overadvances.

3.   AMENDMENTS TO THE AGREEMENT.
     ---------------------------

     3.1  AMENDMENT  TO SECTION  2.1.1 OF THE  AGREEMENT.  Section  2.1.1 of the
Agreement is hereby  amended by deleting the sentence "The  aggregate  principal
amount of the Loan  outstanding  at any one time may not exceed the  Warehousing
Commitment Amount." and substituting the following in its stead:

          "The  aggregate  principal  amount of the Loan  outstanding at any one
          time may not exceed the  Warehousing  Commitment  Amount plus the then
          applicable Maximum Overadvance Amount."

     3.2  AMENDMENT  TO SECTION  2.1.2 OF THE  AGREEMENT.  Section  2.1.2 of the
Agreement  is  hereby  amended  by  deleting  the   introductory   sentence  and
substituting the following in its stead:

          "2.1.2 MAXIMUM AMOUNT OF FACILITY. Subject to the applicable terms and
          conditions of this Agreement, the maximum principal amount outstanding
          under the Facility shall not exceed $150,000,000.00."

     3.3  AMENDMENT  TO SECTION  2.1.4 OF THE  AGREEMENT.  Section  2.1.4 of the
Agreement is hereby amended by deleting it in its entirety and  substituting the
following in its stead:

          "2.1.4  OUTSTANDING  BALANCE OF THE LOAN. In the event at any time the
          outstanding  principal balance of the Loan should exceed the lesser of
          (x) the  Warehousing  Commitment  Amount plus the Maximum  Overadvance
          Amount,  or (y) the  aggregate  Warehousing  Collateral  Value  of all
          Eligible   Loans   against   which   Warehousing   Advances  are  then
          outstanding, the Borrowers shall repay such excess amount on demand to
          the Agent so that the outstanding principal balance of the Facility is
          in compliance with the terms and provisions hereof."

4.   FEES.
     ----

     4.1 LOAN FEES.  The  Borrowers  shall pay a commitment  fee to BofA for the
period  commencing  on the date  hereof  and  ending at the end of the  Increase
Period equal to $5,034.72.

     4.2 OVERADVANCE  FACILITY FEE. The Borrowers agree to pay a facility fee to
Agent on behalf of BofA on the average daily  unborrowed  portion of the Maximum
Overadvance   Amount  from  the  date  hereof  through  October  31,  2005  (the
"Overadvance  Facility  Fee"),  calculated as set forth below.  The  Overadvance
Facility  Fee shall be payable in arrears on November 1, 2005 for the  preceding
twenty-nine  day period  ending on October 31, 2005,  and shall be calculated by
multiplying  the average  daily  unborrowed  portion of the Maximum  Overadvance
Amount for such  twenty-nine day period by 0.001% percent,  and multiplying that
product by a fraction,  the  numerator  of which is  twenty-nine  days,  and the
denominator of which is ninety (90) days. The Borrowers shall not be entitled to
any credit,  rebate or repayment of the Overadvance Facility Fee notwithstanding
any  termination of this Amendment or the Agreement or suspension or termination
of the  Agent's  or any  Lender's  respective  obligation  to  make  Warehousing
Advances or Overadvances hereunder.

5. RATIFICATION OF LOAN DOCUMENTS;  ACKNOWLEDGMENTS.  Except as provided herein,
all terms and conditions of the Agreement and the other Loan Documents remain in
full force and effect. The Borrowers hereby:

     5.1. Ratify,  confirm,  and reaffirm all representations,  warranties,  and
covenants  contained  in the  Agreement  and in the Loan  Documents  (except for
changes that are not singly or in the  aggregate  materially  adverse  resulting
from transactions contemplated and permitted by the Loan Agreement and the other


                                        2
<PAGE>



Loan  Documents,  and changes  occurring in the ordinary course of business that
singly  or in  the  aggregate  are  not  materially  adverse,  and  except  that
representations  and  warranties  relating  expressly  to an  earlier  date  are
reaffirmed  as of such date) and  acknowledge  and agree  that the  Obligations,
including, without limitation, on account of any Overadvances,  are and continue
to be secured by the Collateral.

     5.2.  Acknowledge  and agree that the  Borrowers  do not have any  offsets,
defenses,  or counterclaims  against the Agent or any Lender thereunder,  and to
the extent that any such offsets,  defenses,  or  counterclaims  may exist,  the
Borrowers hereby WAIVE and RELEASE the Agent and Lenders therefrom.

     5.3. Represent and warrant that:

               a. As of the  date  the  Borrowers  execute  this  Amendment,  no
     Default  exists,  nor will a Default exist as of the effective date of this
     Amendment.

               b. This  Amendment has been duly executed and delivered on behalf
     of the Borrowers,  and constitutes the legal,  valid and binding obligation
     of the Borrowers,  enforceable against the Borrowers in accordance with its
     terms,  subject to the effect of  applicable  bankruptcy  and other similar
     laws  affecting  the  rights of  creditors  generally  and to the effect of
     equitable  principles  whether  applied  in an  action  at law or a suit in
     equity.

6. GUARANTY.  The Guarantors  hereby reaffirm their respective  Guaranties,  and
agree  that  neither  the  execution  of  this  Amendment,  the  performance  or
consummation of any of the transactions  contemplated  hereby, or any subsequent
modification,  extension,  renewal, amendment,  supplement or restatement of the
Agreement,  including any increase or reduction in the Total Commitments (or any
Lender's Commitment),  shall in any way limit, restrict,  qualify, or extinguish
their liability under the terms of their respective  Guaranties,  whether or not
either Guarantor  executes a confirmation of its Guaranty in connection with any
such  subsequent  modification,  extension,  renewal,  amendment,  supplement or
restatement, or increase or reduction.

7. CONDITIONS PRECEDENT. This Amendment shall not be effective until each of the
following  conditions  precedent have been fulfilled to the  satisfaction of the
Agent and the Lenders:

     7.1.  This  Amendment  shall have been duly  executed and  delivered by the
respective  parties hereto (including the Guarantors for the purposes of Section
6 hereof) and shall be in full force and effect.

     7.2. The allonge to the Promissory  Note,  dated as of March 18, 2005, made
by CMCC,  payable to the order of Bank of America,  N.A., in the principal  face
amount of  $100,000,000.00,  substantially  in the form of  EXHIBIT  7.2 to this
Amendment (the "CMCC  Allonge"),  shall have been duly executed and delivered by
CMCC to  BofA,  and  shall be in full  force  and  effect.  The  allonge  to the
Promissory  Note,  dated as of September 29, 2005,  made by CMP,  payable to the
order of Bank of America, N.A., in the principal face amount of $100,000,000.00,
substantially  in the form of EXHIBIT 7.2 to this  Amendment  (the "CMP Allonge"
and  together  with the CMCC  Allonge,  the  "Allonges"),  shall  have been duly
executed and delivered by CMP to BofA, and shall be in full force and effect.

     7.3.  All  action  on the part of the  Borrowers  necessary  for the  valid
execution,  delivery and  performance by the Borrowers of this Amendment and the
Allonges  shall  have  been duly and  effectively  taken  and  evidence  thereof
satisfactory to the Agent shall have been provided to the Agent.

     7.4.  All  action  on the part of the  Guarantors  necessary  for the valid
execution,  delivery and  performance by the Guarantors of this Amendment  shall
have been duly and effectively  taken and evidence  thereof  satisfactory to the
Agent shall have been provided to the Agent.

     7.5. The Borrowers shall have provided such other items to the Agent as are
set forth on the Closing Agenda attached as EXHIBIT 7.5 to this  Amendment,  and
such  additional  instruments  and  documents  to the Agent as the Agent and the
Agent's counsel may have reasonably requested.


                                        3
<PAGE>



     7.6. No Default shall have occurred and be continuing.

8.   GENERAL.
     -------

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

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

     8.3  GOVERNING  LAW.  THIS  AMENDMENT  SHALL IN ALL  RESPECTS BE  GOVERNED,
CONSTRUED,  APPLIED AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     8.4  SUCCESSORS AND ASSIGNS.  This Amendment  shall be binding upon each of
the Borrowers,  the Guarantors,  the Lenders and the Agent and their  respective
successors and assigns, and shall inure to the benefit of each of the Borrowers,
the Guarantors, the Lenders and the Agent.

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

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

     8.7 NO COURSE OF DEALING.  The Agent and the Lenders have entered into this
Amendment on the express  understanding  with each  Borrower and each  Guarantor
that  in  entering  into  this  Amendment  the  Agent  and the  Lenders  are not
establishing  any course of dealing with the Borrowers and the  Guarantors.  The
Agent's and the Lenders'  right to require  strict  performance  with all of the
terms and the conditions of Agreement and the other Loan Documents  shall not in
any way be impaired by the  execution of this  Amendment.  None of the Agent and
the Lenders  shall be obligated in any manner to execute any further  amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Lenders may require the payment of fees in connection therewith.


                [Remainder of the page intentionally left blank]


                                        4
<PAGE>



     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment under
seal as of the date first set forth above.

                               BORROWERS:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By: /s/ Stuart J. Boesky
                                             --------------------
                                         Name: Stuart J. Boesky
                                               ----------------
                                         Title: Chairman of the Board
                                                ---------------------

                                         CHARTERMAC MORTGAGE PARTNERS CORP.

                                         By: /s/ Stuart J. Boesky
                                             --------------------
                                         Name: Stuart J. Boesky
                                               ----------------
                                         Title: Chairman of the Board
                                                ---------------------


                                 LENDERS:

                                         BANK OF AMERICA, N.A., as Agent and
                                         as a Lender

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


                                         HSBC BANK USA, NATIONAL ASSOCIATION,
                                         as a Lender

                                         By:
                                             --------------------
                                         Name:
                                               ----------------
                                         Title:
                                                ---------------------


                       [Signatures continued on next page]


(Amendment No.3 Sig. Pg)


<PAGE>



Accepted and Agreed:

CHARTER MAC CORPORATION, as Guarantor

By: /s/ Stuart J. Boesky
    --------------------
Name: Stuart J. Boesky
      ----------------
Title: Chief Executive Officer
       -----------------------


CHARTERMAC, as Guarantor

By: /s/ Stuart J. Boesky
    --------------------
Name: Stuart J. Boesky
      ----------------
Title: Chief Executive Officer
       -----------------------


(Amendment No. 3 Sig Pg.)
<PAGE>



                                   EXHIBIT 7.2
                                   -----------

                                  ALLONGE NO. 1
                           DATED AS OF OCTOBER 3, 2005


     This Allonge is made to that certain Promissory Note, dated as of March 18,
2005, made by the Borrower,  and payable to Bank of America,  N.A. (successor by
merger  to  Fleet  National   Bank),  in  the  original   principal   amount  of
$50,000,000.00 (the "Note").  Terms not defined herein have the same meanings as
in the Note.

     Solely for the twenty-nine day period  commencing as of the date hereof and
ending  at 5:00 p.m.  EDT on  October  31,  2005 (the  "Increase  Period"),  the
principal  amount  of  the  Note  shall  be  increased  from  $50,000,000.00  to
$100,000,000.00.  During the Increase  Period this Allonge  shall become part of
the Note and shall be subject to all of the terms and conditions  thereof.  From
and after the  expiration  of the Increase  Period,  this Allonge shall be of no
further  force and  effect  and the Note  shall  remain in full force and effect
without reference to this Allonge.

     Although it is in the  interest of the parties that this Allonge be affixed
to the Note, this Allonge shall continue in full force and effect even if it has
not been so affixed.

     This instrument  shall have the force and effect of an instrument  executed
under seal under the laws of The Commonwealth of  Massachusetts  (without regard
to its rules regarding choice of law).

     IN WITNESS WHEREOF, Borrower has caused this Allonge to be duly executed as
of the date set forth above.


                                         BORROWER:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By:_________________________________
                                             Name:___________________________
                                             Title: _________________________


<PAGE>



<TABLE>
<CAPTION>

                                   EXHIBIT 7.5
                                   -----------

                                CLOSING CHECKLIST
                                -----------------

DOCUMENT                                                                            RESPONSIBLE
                                                                                    PARTY

<S>  <C>                                                                            <C>
1.   First  Amendment to Amended and Restated  Mortgage  Warehousing  Credit and         BofA/NMF
     Security Agreement

     a.   Exhibit 7.2.: Form of Allonge No. 1

     b.   Exhibit 7.5: Closing Checklist

2.   Allonge No. 1 to Promissory Note, dated as of March 18, 2005, made by CMCC,         BofA/NMF
     payable to the order of Bank of America, N.A., in the principal face amount
     of $50,000,000.00.

3.   Allonge No. 1 to Promissory  Note,  dated as of September 29, 2005, made by         BofA/NMF
     CMP,  payable to the order of Bank of America,  N.A., in the principal face
     amount of $50,000,000.00.

4.   Enforceability Opinions

     a.   Massachusetts  Opinion Letter from Proskauer Rose LLP addressed to the       Borrower/PR
          Agent and the Lenders

     b.   Opinion Letter from Richards, Layton and Finger addressed to the Agent    DE Special Counsel
          and the Lenders

5.   CMCC Corporate Authority Documents                                                Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and a bring-down of the
          By-laws

6.   CMP Corporate Authority Document                                                  Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and a bring-down of the
          By-laws

</TABLE>


<PAGE>



                                                           EXECUTION COUNTERPART



                                 AMENDMENT NO. 4
                                 ---------------
                                       TO
                                       --
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                    -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------

     THIS AMENDMENT NO. 4 (this  "Amendment")  is entered into as of October 31,
2005, among CHARTERMAC  MORTGAGE CAPITAL  CORPORATION,  a Delaware  corporation,
("CMCC"), CHARTERMAC MORTGAGE PARTNERS CORP., a Delaware corporation ("CMP" and,
collectively with CMCC, the "Borrowers");  BANK OF AMERICA,  N.A.  (successor by
merger  to  Fleet  National  Bank) as a Lender  ("BofA")  and as agent  (in such
capacity, the "Agent") for itself and the other Lenders, and such other Lenders;
and CharterMac,  a Delaware  statutory  trust,  and Charter Mac  Corporation,  a
Delaware  corporation (each  individually,  a "Guarantor," and collectively "the
Guarantors").

                                    RECITALS
                                    --------

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

     A.   The  Borrowers,  the  Agent and the  Lenders  have  entered  into that
          certain Amended and Restated Mortgage  Warehousing Credit and Security
          Agreement,  dated as of March  18,  2005  ("Original  Agreement"),  as
          amended by that  certain  Amendment  No. 1, dated as of July 28,  2005
          ("Amendment  No.  1") and that  certain  Amendment  No. 2, dated as of
          September 29, 2005 ("Amendment No. 2") and that certain  Amendment No.
          3 dated as of October 3, 2005  ("Amendment  No. 3," and together  with
          the  Original  Agreement,  Amendment  No. 1 and  Amendment  No. 2, the
          "Agreement").  Capitalized terms used herein and not otherwise defined
          herein shall have the same meanings  herein as ascribed to them in the
          Agreement.

     B.   The  Borrowers and the  Guarantors  have  requested  that the terms of
          Amendment No. 3 be extended until 5:00 p.m. EDT on December 2, 2005 so
          that for the period of thirty-three  days from the date hereof, in the
          event the principal  amount of the Loan then  outstanding  exceeds the
          Warehouse  Commitment  Amount,  BofA  fund  Warehouse  Advances  up to
          $50,000,000.00 greater than the Warehouse Commitment Amount.

     C.   The Agent and the  Lenders  are  willing  to amend the  Agreement  and
          extend the terms of Amendment No. 3 to accommodate such request solely
          upon the terms and conditions set forth in this Amendment.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:


1.   AMENDMENTS TO AMENDMENT NO. 3.
     -----------------------------

     1.1.  AMENDMENT TO RECITAL B OF AMENDMENT NO. 3. Recital B of Amendment No.
3 is hereby  amended by deleting the clause "The  Borrowers  and the  Guarantors
have requested that, for a period of 29 days from the date hereof (the "Increase
Period")," and substituting the following in its stead:

          "The Borrowers and the Guarantors  have requested that for a period of
          61 days from the date hereof (the "Increase Period"),"

     1.2.  AMENDMENT TO SECTION 1 OF AMENDMENT  NO. 3. The last  sentence of the
Section 1 to Amendment No. 3 is hereby deleted in its entirety and  substituting
the following in its stead:

          "The parties  hereto  hereby  acknowledge  and agree that the Increase
          Period shall expire at 5:00 p.m. EDT on December 2, 2005."


<PAGE>



     1.3.  AMENDMENT  TO SECTION 4 OF  AMENDMENT  NO. 3.  Section  4.2 is hereby
deleted in its entirety and the following in substituted in its stead:

               4.2  OVERADVANCE  FACILITY  FEE.  The  Borrowers  agree  to pay a
          facility  fee  to  Agent  on  behalf  of  BofA  on the  average  daily
          unborrowed  portion of the  Maximum  Overadvance  Amount from the date
          hereof  through  December 2, 2005 (the  "Overadvance  Facility  Fee"),
          calculated as set forth below.  The Overadvance  Facility Fee shall be
          payable in arrears on December 3, 2005 for the preceding 61 day period
          ending on December 2, 2005, and shall be calculated by multiplying the
          average daily unborrowed portion of the Maximum Overadvance Amount for
          such 61 day period by 0.001% percent,  and multiplying that product by
          a  fraction,  the  numerator  of  which  is  sixty-one  days,  and the
          denominator of which is ninety (90) days.  The Borrowers  shall not be
          entitled  to any  credit,  rebate  or  repayment  of  the  Overadvance
          Facility Fee  notwithstanding any termination of this Amendment or the
          Agreement or suspension or  termination of the Agent's or any Lender's
          respective  obligation to make  Warehousing  Advances or  Overadvances
          hereunder.

2. ADDITIONAL FEE. In  consideration  for the Agent's and BofA's  willingness to
extend the Increase Period pursuant to this Amendment, the Borrower shall pay an
additional  commitment fee of $5,729.17 to BofA, such payment to be made, and to
be considered fully earned and non-refundable, simultaneously with the execution
and delivery of this Amendment.

3. RATIFICATION OF LOAN DOCUMENTS;  ACKNOWLEDGMENTS.  Except as provided herein,
all terms and conditions of the Agreement and the other Loan Documents remain in
full force and effect. The Borrowers hereby:

     3.1.  Ratify,   confirm,   and  reaffirm,   as  of  the  date  hereof,  all
representations, warranties, and covenants contained in the Agreement and in the
Loan  Documents  (except  for  changes  that are not singly or in the  aggregate
materially adverse resulting from transactions contemplated and permitted by the
Loan  Agreement  and the other Loan  Documents,  and  changes  occurring  in the
ordinary  course of business that singly or in the aggregate are not  materially
adverse, and except that representations and warranties relating expressly to an
earlier date are reaffirmed as of such date) and  acknowledge and agree that the
Obligations,  including, without limitation, on account of any Overadvances, are
and continue to be secured by the Collateral.

     3.2.  Acknowledge  and agree that the  Borrowers  do not have any  offsets,
defenses,  or counterclaims  against the Agent or any Lender thereunder,  and to
the extent that any such offsets,  defenses,  or  counterclaims  may exist,  the
Borrowers hereby WAIVE and RELEASE the Agent and Lenders therefrom.

     3.3. Represent and warrant that:

               a. As of the  date  the  Borrowers  execute  this  Amendment,  no
     Default  exists,  nor will a Default exist as of the effective date of this
     Amendment.

               b. This  Amendment has been duly executed and delivered on behalf
     of the Borrowers,  and constitutes the legal,  valid and binding obligation
     of the Borrowers,  enforceable against the Borrowers in accordance with its
     terms,  subject to the effect of  applicable  bankruptcy  and other similar
     laws  affecting  the  rights of  creditors  generally  and to the effect of
     equitable  principles  whether  applied  in an  action  at law or a suit in
     equity.

4. GUARANTY.  The Guarantors  hereby reaffirm their respective  Guaranties,  and
agree  that  neither  the  execution  of  this  Amendment,  the  performance  or
consummation of any of the transactions  contemplated  hereby, or any subsequent
modification,  extension,  renewal, amendment,  supplement or restatement of the
Agreement,  including any increase or reduction in the Total Commitments (or any
Lender's Commitment),  shall in any way limit, restrict,  qualify, or extinguish
their liability under the terms of their respective  Guaranties,  whether or not
either Guarantor  executes a confirmation of its Guaranty in connection with any
such  subsequent  modification,  extension,  renewal,  amendment,  supplement or
restatement,  or increase or reduction.  In furtherance  of the  foregoing,  the


                                        2
<PAGE>



Guarantors'  execution and delivery of this Amendment constitute the Guarantors'
ratification,  confirmation  and  reaffirmation,  as of the date hereof,  of all
representations, warranties, and covenants in their respective Guaranties and in
the other  Loan  Documents  (except  for  changes  that are not singly or in the
aggregate  materially  adverse  resulting  from  transactions  contemplated  and
permitted  by the Loan  Agreement  and the other  Loan  Documents,  and  changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse,  and except that representations and warranties relating
expressly to an earlier date are reaffirmed as of such date).

5. CONDITIONS PRECEDENT. This Amendment shall not be effective until each of the
following  conditions  precedent have been fulfilled to the  satisfaction of the
Agent and the Lenders:

     5.1.  This  Amendment  shall have been duly  executed and  delivered by the
respective  parties hereto (including the Guarantors for the purposes of Section
4 hereof) and shall be in full force and effect.

     5.2. The allonge to the Promissory  Note,  dated as of March 18, 2005, made
by CMCC,  payable to the order of Bank of America,  N.A., in the principal  face
amount of  $100,000,000.00,  substantially  in the form of  EXHIBIT  5.2 to this
Amendment (the "CMCC  Allonge"),  shall have been duly executed and delivered by
CMCC to  BofA,  and  shall be in full  force  and  effect.  The  allonge  to the
Promissory  Note,  dated as of September 29, 2005,  made by CMP,  payable to the
order of Bank of America, N.A., in the principal face amount of $100,000,000.00,
substantially  in the form of EXHIBIT 5.2 to this  Amendment  (the "CMP Allonge"
and  together  with the CMCC  Allonge,  the  "Allonges"),  shall  have been duly
executed and delivered by CMP to BofA, and shall be in full force and effect.

     5.3.  All  action  on the part of the  Borrowers  necessary  for the  valid
execution,  delivery and  performance by the Borrowers of this Amendment and the
Allonges  shall  have  been duly and  effectively  taken  and  evidence  thereof
satisfactory to the Agent shall have been provided to the Agent.

     5.4.  All  action  on the part of the  Guarantors  necessary  for the valid
execution,  delivery and  performance by the Guarantors of this Amendment  shall
have been duly and effectively  taken and evidence  thereof  satisfactory to the
Agent shall have been provided to the Agent.

     5.5. The Borrowers shall have provided such other items to the Agent as are
set forth on the Closing Agenda attached as EXHIBIT 5.5 to this  Amendment,  and
such  additional  instruments  and  documents  to the Agent as the Agent and the
Agent's counsel may have reasonably requested.

     5.6. No Default shall have occurred and be continuing.

6.   GENERAL.
     -------

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

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

     6.3  GOVERNING  LAW.  THIS  AMENDMENT  SHALL IN ALL  RESPECTS BE  GOVERNED,
CONSTRUED,  APPLIED AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     6.4  SUCCESSORS AND ASSIGNS.  This Amendment  shall be binding upon each of
the Borrowers,  the Guarantors,  the Lenders and the Agent and their  respective
successors and assigns, and shall inure to the benefit of each of the Borrowers,
the Guarantors, the Lenders and the Agent.

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


                                        3
<PAGE>



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

     6.7 NO COURSE OF DEALING.  The Agent and the Lenders have entered into this
Amendment on the express  understanding  with each  Borrower and each  Guarantor
that  in  entering  into  this  Amendment  the  Agent  and the  Lenders  are not
establishing  any course of dealing with the Borrowers and the  Guarantors.  The
Agent's and the Lenders'  right to require  strict  performance  with all of the
terms and the conditions of Agreement and the other Loan Documents  shall not in
any way be impaired by the  execution of this  Amendment.  None of the Agent and
the Lenders  shall be obligated in any manner to execute any further  amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Lenders may require the payment of fees in connection therewith.


                [Remainder of the page intentionally left blank]


                                        4
<PAGE>



     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment under
seal as of the date first set forth above.

                                BORROWERS:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By: /s/ Lawrence Cohen
                                             ------------------
                                         Name: Lawrence Cohen
                                               --------------
                                         Title: Treasurer
                                                ---------

                                         CHARTERMAC MORTGAGE PARTNERS CORP.

                                         By: /s/ Lawrence Cohen
                                             ------------------
                                         Name: Lawrence Cohen
                                               --------------
                                         Title: Treasurer
                                                ---------


                                LENDERS:

                                         BANK OF AMERICA, N.A., as Agent and
                                         as a Lender

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


                                         HSBC BANK USA, NATIONAL ASSOCIATION,
                                         as a Lender

                                         By: /s/ Christopher J. Montante
                                             ---------------------------
                                         Name: Christopher J. Montante
                                               -----------------------
                                         Title: Vice President
                                                --------------


                       [Signatures continued on next page]


(Amendment No. 4 Sig. Pg.)


<PAGE>



Accepted and Agreed:

CHARTER MAC CORPORATION, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Operating Officer
       -----------------------


CHARTERMAC, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Operating Officer
       -----------------------


(Amendment No. 4 Sig. Pg.)


<PAGE>



                                   EXHIBIT 5.2
                                   -----------

                                  ALLONGE NO. 2
                          DATED AS OF OCTOBER 31, 2005


     This Allonge is made to that certain Promissory Note, dated as of March 18,
2005, made by the Borrower,  and payable to Bank of America,  N.A. (successor by
merger  to  Fleet  National   Bank),  in  the  original   principal   amount  of
$50,000,000.00 (the "Note").  Terms not defined herein have the same meanings as
in the Note.

     Solely  until  the  later to occur of (i) the end of the  thirty-three  day
period  commencing as of the date hereof and ending at 5:00 p.m. EDT on December
2, 2005, or (ii) the repayment and performance in full of all  Obligations  with
respect  to or  arising  out  of  Overadvances,  (the  "Increase  Period"),  the
principal  amount  of  the  Note  shall  be  increased  from  $50,000,000.00  to
$100,000,000.00.  During the Increase  Period this Allonge  shall become part of
the Note and shall be subject to all of the terms and conditions  thereof.  From
and after the  expiration  of the Increase  Period,  this Allonge shall be of no
further  force and  effect  and the Note  shall  remain in full force and effect
without reference to this Allonge.

     Although it is in the  interest of the parties that this Allonge be affixed
to the Note, this Allonge shall continue in full force and effect even if it has
not been so affixed.

     This instrument  shall have the force and effect of an instrument  executed
under seal under the laws of The Commonwealth of  Massachusetts  (without regard
to its rules regarding choice of law).

     IN WITNESS WHEREOF, Borrower has caused this Allonge to be duly executed as
of the date set forth above.


                                         BORROWER:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By:_________________________________
                                             Name:___________________________
                                             Title: _________________________


<PAGE>



<TABLE>
<CAPTION>

                                   EXHIBIT 5.5
                                   -----------

                                CLOSING CHECKLIST
                                -----------------

DOCUMENT                                                                            RESPONSIBLE
                                                                                    PARTY

<S>  <C>                                                                               <C>
1.   Amendment  No. 4 to Amended and Restated  Mortgage  Warehousing  Credit and         BofA/NMF
     Security Agreement

     a.   Exhibit 5.2.: Form of Allonge No. 2

     b.   Exhibit 5.5.: Closing Checklist

2.   Allonge No. 2 to Promissory Note, dated as of March 18, 2005, made by CMCC,         BofA/NMF
     payable to the order of Bank of America, N.A., in the principal face amount
     of $50,000,000.00.

3.   Allonge No. 2 to Promissory  Note,  dated as of September 29, 2005, made by         BofA/NMF
     CMP,  payable to the order of Bank of America,  N.A., in the principal face
     amount of $50,000,000.00.

4.   Enforceability Opinions

     a.   Massachusetts  Opinion Letter from Proskauer Rose LLP addressed to the       Borrower/PR
          Agent and the Lenders

5.   CMCC Corporate Authority Documents                                                Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and a bring-down of the
          By-laws

6.   CMP Corporate Authority Documents                                                 Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and a bring-down of the
          By-laws

</TABLE>


<PAGE>



                                                           EXECUTION COUNTERPART



                                 AMENDMENT NO. 5
                                 ---------------
                                       TO
                                       --
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                    -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------

     THIS AMENDMENT NO. 5 (this  "Amendment")  is entered into as of December 2,
2005, among CHARTERMAC  MORTGAGE CAPITAL  CORPORATION,  a Delaware  corporation,
("CMCC"), CHARTERMAC MORTGAGE PARTNERS CORP., a Delaware corporation ("CMP" and,
collectively with CMCC, the "Borrowers");  BANK OF AMERICA,  N.A.  (successor by
merger  to  Fleet  National  Bank) as a Lender  ("BofA")  and as agent  (in such
capacity, the "Agent") for itself and the other Lenders, and such other Lenders;
and CharterMac,  a Delaware  statutory  trust,  and Charter Mac  Corporation,  a
Delaware  corporation  (each  individually,  a "Guarantor," and collectively the
"Guarantors").

                                    RECITALS
                                    --------

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

     A.   The  Borrowers,  the  Agent and the  Lenders  have  entered  into that
          certain Amended and Restated Mortgage  Warehousing Credit and Security
          Agreement,  dated as of March  18,  2005  ("Original  Agreement"),  as
          amended by that  certain  Amendment  No. 1, dated as of July 28,  2005
          ("Amendment  No.  1"),  that  certain  Amendment  No.  2,  dated as of
          September 29, 2005 ("Amendment No. 2"), that certain  Amendment No. 3,
          dated as of  October  3, 2005  ("Amendment  No.  3") and that  certain
          Amendment No. 4, dated as of October 31, 2005  ("Amendment No. 4," and
          together with the Original Agreement, Amendment No. 1, Amendment No. 2
          and Amendment No. 3, the  "Agreement").  Capitalized terms used herein
          and not otherwise  defined herein shall have the same meanings  herein
          as ascribed to them in the Agreement.

     B.   Pursuant to terms of Amendment  No. 3, as amended by Amendment  No. 4,
          BofA  agreed  to fund  Warehousing  Advances  of up to  $50,000,000.00
          greater than the Warehouse Commitment Amount (the "Maximum Overadvance
          Amount") through 5:00 p.m. EST on December 2, 2005.

     C.   The Borrowers and the  Guarantors  have  requested that (i) in lieu of
          the terms of  Amendment  No. 3, as amended by  Amendment  No. 4, for a
          period  of  twenty-five  days  from the  date  hereof  (the  "Increase
          Period"),  in  the  event  the  principal  amount  of  the  Loan  then
          outstanding exceeds the Warehouse  Commitment Amount, BofA continue to
          fund amounts not to exceed the Maximum  Overadvance  Amount,  and (ii)
          certain  amendments to the Agreement and the Loan Documents be enacted
          in order to  permit  CMCC to draw a  Warehouse  Advance  (the  "Victor
          Advance") to facilitate  CMCC funding a loan in principal  face amount
          not to exceed $26,000,000.00 to CharterMac secured by an assignment to
          CMCC of the  first  mortgage  and the  promissory  note on a 341  unit
          Multifamily  Property  known as the RCA  Victor  building,  located in
          Camden, New Jersey ("Victor").

     D.   The Agent and the  Lenders  are  willing  to amend  the  Agreement  to
          accommodate  such requests  solely upon the terms and  conditions  set
          forth in this Amendment.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1. TWENTY-FIVE DAY AMENDMENT.  Except as specifically provided for herein, terms
of this  Amendment  will be  effective  solely for the  duration of the Increase
Period. At the end of the Increase Period,  except as specifically  provided for
herein,  this Amendment will be of no further force or effect,  and the terms of
the Loan Agreement in effect in the absence of this Amendment will be reinstated
in full.  The parties  hereto  hereby  acknowledge  and agree that the  Increase
Period shall expire at 5:00 p.m. EST on December 26, 2005.


<PAGE>



2.   TEMPORARY INCREASE IN THE LOAN.
     ------------------------------

     2.1 OVERADVANCES. Subject to the terms and conditions of the Agreement, and
provided  there is not then in  existence  a  Default,  (i) in the event  that a
Warehousing  Advance Request is received at such time as the aggregate principal
balance  of  the  Loan  then  outstanding  equals  or  exceeds  the  Warehousing
Commitment  Amount,  BofA  agrees to fund 100% of such  Warehousing  Advance  so
requested;  and (ii) in the  event a  Warehousing  Advance  made  pursuant  to a
Warehousing  Advance  Request would cause the principal  amount of the Loan then
outstanding to exceed the  Warehousing  Commitment  Amount,  BofA agrees to fund
100% of the portion of such Warehousing Advance that causes the then outstanding
principal balance of the Loan to exceed the Warehousing Commitment Amount; (each
such  advance  contemplated  by clause (i) or portion  thereof  contemplated  by
clause (ii), an  "Overadvance").  BofA shall not be obligated to make all or any
portion of a requested  Overadvance  in the event,  and to the extent,  that the
making of such requested  Overadvance would cause the aggregate principal amount
of all  Overadvances  then  outstanding  to exceed the then  applicable  Maximum
Overadvance Amount.

     2.2  REPAYMENT  OF  OVERADVANCES.  At any time any  Overadvance  or portion
thereof  continues to be outstanding,  any payment that is received by the Agent
or a Lender  that is to be  applied  to reduce  the then  outstanding  principal
balance of the Loan in accordance  with the terms of the Agreement shall be paid
to BofA first to reduce or eliminate the then  outstanding  aggregate  principal
balance of the Overadvances.

3.   AMENDMENTS TO THE AGREEMENT.
     ---------------------------

     3.1  AMENDMENT  TO SECTION  2.1.1 OF THE  AGREEMENT.  Section  2.1.1 of the
Agreement is hereby  amended by deleting the sentence "The  aggregate  principal
amount of the Loan  outstanding  at any one time may not exceed the  Warehousing
Commitment Amount." and substituting the following in its stead:

          "The  aggregate  principal  amount of the Loan  outstanding at any one
          time may not exceed the  Warehousing  Commitment  Amount plus the then
          applicable Maximum Overadvance Amount."

     3.2  AMENDMENT  TO SECTION  2.1.2 OF THE  AGREEMENT.  Section  2.1.2 of the
Agreement  is  hereby  amended  by  deleting  the   introductory   sentence  and
substituting the following in its stead:

          "2.1.2 MAXIMUM AMOUNT OF FACILITY. Subject to the applicable terms and
          conditions of this Agreement, the maximum principal amount outstanding
          under the Facility shall not exceed $150,000,000.00."

     3.3  AMENDMENT  TO SECTION  2.1.4 OF THE  AGREEMENT.  Section  2.1.4 of the
Agreement is hereby amended by deleting it in its entirety and  substituting the
following in its stead:

          "2.1.4  OUTSTANDING  BALANCE OF THE LOAN. In the event at any time the
          outstanding  principal balance of the Loan should exceed the lesser of
          (x) the  Warehousing  Commitment  Amount plus the Maximum  Overadvance
          Amount,  or (y) the  aggregate  Warehousing  Collateral  Value  of all
          Eligible   Loans   against   which   Warehousing   Advances  are  then
          outstanding, the Borrowers shall repay such excess amount on demand to
          the Agent so that the outstanding principal balance of the Facility is
          in compliance with the terms and provisions hereof."

4. VICTOR ADVANCE. In connection with, and solely for the purposes of the Victor
Advance, the Borrowers, Guarantors, Agent and Lenders hereby agree as follows:

     4.1. TWENTY-FIVE DAY LIMITATION NOT APPLICABLE TO VICTOR. The provisions of
Section 1 of this Amendment,  which limit the effectiveness of this Amendment to
the Increase Period, shall not apply to the terms of this Section 4.


                                        2
<PAGE>



     4.2  CONDITIONS  PRECEDENT  TO VICTOR  ADVANCE.  In  addition to all of the
requirements  and conditions  precedent set forth in the Agreement,  in the Loan
Documents and elsewhere in this Amendment (other than the requirements that CMCC
(i) deliver a Warehousing  Advance Request  pursuant to Sections 2.3.1 and 5.2.2
of the Agreement;  and (ii) comply with procedures set forth in Exhibit B to the
Agreement  pursuant to Sections 2.3.2 and 5.2.2 of the  Agreement;  all of which
requirements  are  hereby  waived in  connection  with the  making of the Victor
Advance),  prior to the  making of the Victor  Advance,  the  Borrowers  and the
Guarantors  shall  satisfy,  or cause  to be  satisfied,  in form and  substance
satisfactory  to the  Agent and the  Lenders,  all of the  following  conditions
precedent:

               (a) CharterMac's guaranty of the Borrowers' Obligations under the
     Agreement  shall have been  amended so as to cause such  guaranty not to be
     subject to the  limitations  on liability set forth therein with respect to
     Victor, the Victor Advance and obligations  specifically related thereto or
     arising therefrom;

               (b) The Agent  and each  Lender  shall  have  received  from CMCC
     certified true and complete copies of all documentation relating to Victor;
     and

     4.3 ADDITIONAL  AGREEMENTS RELATING TO VICTOR ADVANCE.  Notwithstanding any
other provisions of the Agreement, the Borrowers,  Guarantors, Agent and Lenders
hereby agree as follows:

               (a) The  Victor  Advance,  along  with  all  interest  and  other
     Obligations relating thereto,  shall be due and payable upon the earlier to
     occur of (i) ninety (90) days following the date of the Victor Advance, and
     (ii) the Maturity Date.

5.   FEES.
     ----

     5.1 LOAN FEES.  The  Borrowers  shall pay a commitment  fee to BofA for the
period  commencing  on the date  hereof  and  ending at the end of the  Increase
Period equal to $4,340.28,  such payment to be made, and to be considered  fully
earned and  non-refundable,  simultaneously  with the  execution and delivery of
this Amendment.

     5.2 OVERADVANCE  FACILITY FEE. The Borrowers agree to pay a facility fee to
Agent on behalf of BofA on the average daily  unborrowed  portion of the Maximum
Overadvance  Amount  from the  October 3, 2005  through  December  26, 2005 (the
"Overadvance  Facility  Fee"),  calculated as set forth below.  The  Overadvance
Facility Fee shall be payable in arrears on December 27, 2005 for the  preceding
eighty-five  day period ending on December 26, 2005,  and shall be calculated by
multiplying  the average  daily  unborrowed  portion of the Maximum  Overadvance
Amount for such  eighty-five day period by 0.001% percent,  and multiplying that
product by a fraction,  the  numerator  of which is  eighty-five  days,  and the
denominator of which is ninety (90) days. The Borrowers shall not be entitled to
any credit,  rebate or repayment of the Overadvance Facility Fee notwithstanding
any  termination of this Amendment or the Agreement or suspension or termination
of the  Agent's  or any  Lender's  respective  obligation  to  make  Warehousing
Advances or Overadvances hereunder.

6. RATIFICATION OF LOAN DOCUMENTS;  ACKNOWLEDGMENTS.  Except as provided herein,
all terms and conditions of the Agreement and the other Loan Documents remain in
full force and effect. The Borrowers hereby:

     6.1. Ratify,  confirm,  and reaffirm all representations,  warranties,  and
covenants  contained  in the  Agreement  and in the Loan  Documents  (except for
changes that are not singly or in the  aggregate  materially  adverse  resulting
from transactions contemplated and permitted by the Loan Agreement and the other
Loan  Documents,  and changes  occurring in the ordinary course of business that
singly  or in  the  aggregate  are  not  materially  adverse,  and  except  that
representations  and  warranties  relating  expressly  to an  earlier  date  are
reaffirmed  as of such date) and  acknowledge  and agree  that the  Obligations,
including, without limitation, on account of any Overadvances,  are and continue
to be secured by the Collateral.


                                        3
<PAGE>



     6.2.  Acknowledge  and agree that the  Borrowers  do not have any  offsets,
defenses,  or counterclaims  against the Agent or any Lender thereunder,  and to
the extent that any such offsets,  defenses,  or  counterclaims  may exist,  the
Borrowers hereby WAIVE and RELEASE the Agent and Lenders therefrom.

     6.3. Represent and warrant that:

               a. As of the  date  the  Borrowers  execute  this  Amendment,  no
     Default  exists,  nor will a Default exist as of the effective date of this
     Amendment.

               b. This  Amendment has been duly executed and delivered on behalf
     of the Borrowers,  and constitutes the legal,  valid and binding obligation
     of the Borrowers,  enforceable against the Borrowers in accordance with its
     terms,  subject to the effect of  applicable  bankruptcy  and other similar
     laws  affecting  the  rights of  creditors  generally  and to the effect of
     equitable  principles  whether  applied  in an  action  at law or a suit in
     equity.

7. GUARANTY.  The Guarantors  hereby reaffirm their respective  Guaranties,  and
agree  that  neither  the  execution  of  this  Amendment,  the  performance  or
consummation of any of the transactions  contemplated  hereby, or any subsequent
modification,  extension,  renewal, amendment,  supplement or restatement of the
Agreement,  including any increase or reduction in the Total Commitments (or any
Lender's Commitment),  shall in any way limit, restrict,  qualify, or extinguish
their liability under the terms of their respective  Guaranties,  whether or not
either Guarantor  executes a confirmation of its Guaranty in connection with any
such  subsequent  modification,  extension,  renewal,  amendment,  supplement or
restatement, or increase or reduction.

8. CONDITIONS PRECEDENT. This Amendment shall not be effective until each of the
following  conditions  precedent have been fulfilled to the  satisfaction of the
Agent and the Lenders:

     8.1.  This  Amendment  shall have been duly  executed and  delivered by the
respective  parties hereto (including the Guarantors for the purposes of Section
7 hereof) and shall be in full force and effect.

     8.2. The allonge to the Promissory  Note,  dated as of March 18, 2005, made
by CMCC,  payable to the order of Bank of America,  N.A., in the principal  face
amount of  $100,000,000.00,  substantially  in the form of  EXHIBIT  8.2 to this
Amendment (the "CMCC  Allonge"),  shall have been duly executed and delivered by
CMCC to  BofA,  and  shall be in full  force  and  effect.  The  allonge  to the
Promissory  Note,  dated as of September 29, 2005,  made by CMP,  payable to the
order of Bank of America, N.A., in the principal face amount of $100,000,000.00,
substantially  in the form of EXHIBIT 8.2 to this  Amendment  (the "CMP Allonge"
and  together  with the CMCC  Allonge,  the  "Allonges"),  shall  have been duly
executed and delivered by CMP to BofA, and shall be in full force and effect. At
such time as (i) the Increase Period has ended and (ii) the principal  amount of
the Loan  outstanding is less than the Warehouse  Commitment  Amount,  the Agent
will return the Allonges to the Borrowers marked cancelled.

     8.3.  All  action  on the part of the  Borrowers  necessary  for the  valid
execution,  delivery and  performance by the Borrowers of this Amendment and the
Allonges  shall  have  been duly and  effectively  taken  and  evidence  thereof
satisfactory to the Agent shall have been provided to the Agent.

     8.4.  All  action  on the part of the  Guarantors  necessary  for the valid
execution,  delivery and  performance by the Guarantors of this Amendment  shall
have been duly and effectively  taken and evidence  thereof  satisfactory to the
Agent shall have been provided to the Agent.

     8.5. The Borrowers shall have provided such other items to the Agent as are
set forth on the Closing Agenda attached as EXHIBIT 8.5 to this  Amendment,  and
such  additional  instruments  and  documents  to the Agent as the Agent and the
Agent's counsel may have reasonably requested.

     8.6. No Default shall have occurred and be continuing.


                                        4
<PAGE>



9. GENERAL.
   -------

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

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

     9.3  GOVERNING  LAW.  THIS  AMENDMENT  SHALL IN ALL  RESPECTS BE  GOVERNED,
CONSTRUED,  APPLIED AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     9.4  SUCCESSORS AND ASSIGNS.  This Amendment  shall be binding upon each of
the Borrowers,  the Guarantors,  the Lenders and the Agent and their  respective
successors and assigns, and shall inure to the benefit of each of the Borrowers,
the Guarantors, the Lenders and the Agent.

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

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

     9.7 NO COURSE OF DEALING.  The Agent and the Lenders have entered into this
Amendment on the express  understanding  with each  Borrower and each  Guarantor
that  in  entering  into  this  Amendment  the  Agent  and the  Lenders  are not
establishing  any course of dealing with the Borrowers and the  Guarantors.  The
Agent's and the Lenders'  right to require  strict  performance  with all of the
terms and the conditions of Agreement and the other Loan Documents  shall not in
any way be impaired by the  execution of this  Amendment.  None of the Agent and
the Lenders  shall be obligated in any manner to execute any further  amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Lenders may require the payment of fees in connection therewith.


                [Remainder of the page intentionally left blank]


                                        5
<PAGE>



     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment under
seal as of the date first set forth above.

                                BORROWERS:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By: /s/ Alan P. Hirmes
                                             ------------------
                                         Name: Alan P. Hirmes
                                               --------------
                                         Title: Corporate Managing Director
                                                ---------------------------

                                         CHARTERMAC MORTGAGE PARTNERS CORP.

                                         By: /s/ Alan P. Hirmes
                                             ------------------
                                         Name: Alan P. Hirmes
                                               --------------
                                         Title: Corporate Managing Director
                                                ---------------------------


                                LENDERS:

                                         BANK OF AMERICA, N.A., as Agent and
                                         as a Lender

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


                                         HSBC BANK USA, NATIONAL ASSOCIATION,
                                         as a Lender

                                         By: /s/ Christopher J. Montante
                                             ---------------------------
                                         Name: Christopher J. Montante
                                               -----------------------
                                         Title: Vice President
                                                --------------


                       [Signatures continued on next page]


(Amendment No. 5 Sig. Pg.)


<PAGE>



Accepted and Agreed:

CHARTER MAC CORPORATION, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Operating Officer
       -----------------------


CHARTERMAC, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Financial Officer
       -----------------------


(Amendment No. 5 Sig. Pg.)


<PAGE>



                                   EXHIBIT 8.2
                                   -----------

                                     ALLONGE
                          DATED AS OF DECEMBER 2, 2005


     This Allonge is made to that certain Promissory Note, dated as of March 18,
2005, made by the Borrower,  and payable to Bank of America,  N.A. (successor by
merger  to  Fleet  National   Bank),  in  the  original   principal   amount  of
$50,000,000.00 (the "Note").  Terms not defined herein have the same meanings as
in the Note.

     The principal amount of the Note shall be increased from  $50,000,000.00 to
$100,000,000.00. This Allonge hereby is part of the Note and shall be subject to
all of the terms and conditions thereof.

     Although it is in the  interest of the parties that this Allonge be affixed
to the Note, this Allonge shall continue in full force and effect even if it has
not been so affixed.

     This instrument  shall have the force and effect of an instrument  executed
under seal under the laws of The Commonwealth of  Massachusetts  (without regard
to its rules regarding choice of law).

     IN WITNESS WHEREOF, Borrower has caused this Allonge to be duly executed as
of the date set forth above.


                                         BORROWER:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By:_________________________________
                                             Name:___________________________
                                             Title: _________________________


<PAGE>



<TABLE>
<CAPTION>

                                   EXHIBIT 8.5
                                   -----------

                                 CLOSING AGENDA
                                 --------------

DOCUMENT                                                                            RESPONSIBLE
                                                                                    PARTY
<S>  <C>                                                                               <C>
1.   Amendment  No. 5 to Amended and Restated  Mortgage  Warehousing  Credit and         BofA/NMF
     Security Agreement

     a.   Exhibit 8.2.: Form of Allonge

     b.   Exhibit 8.5.: Closing Agenda

2.   Allonge dated as of December 2, 2005 to  Promissory  Note dated as of March         BofA/NMF
     18,  2005,  made by CMCC,  payable to the order of Bank of  America,  N.A.,
     changing  the  original   principal  face  amount  of   $50,000,000.00   to
     $100,000,000.00.

3.   Allonge  dated  as of  December  2,  2005 to  Promissory  Note  dated as of         BofA/NMF
     September 29, 2005,  made by CMP,  payable to the order of Bank of America,
     N.A.,  changing the original  principal  face amount of  $50,000,000.00  to
     $100,000,000.00.

4.   Amendment No. 2 to Second Amended and Restated  Guaranty,  from CharterMac.         BofA/NMF

5.   Certified  true and  correct  copies of all  executed  and  delivered  Loan       Borrower/PR
     Documents relating to Victor.

6.   Original executed counterpart of the Victor Mortgage Note in principal face       Borrower/PR
     amount not to exceed $26 million, endorsed in blank by CMCC.

7.   Assignment of Victor Mortgage.                                                      BofA/NMF

8.   Opinions

     a.   Massachusetts  Opinion Letter from Proskauer Rose LLP addressed to the       Borrower/PR
          Agent and the Lenders

     b.   Opinion Letter from Richards, Layton and Finger addressed to the Agent
          and the Lenders

9.   CMCC Corporate Authority Documents                                                Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and a bring-down of the
          By-laws

10.  CMP Corporate Authority Documents                                                 Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors  authorizing the  transactions  and a bring-down of
          the By-laws.

</TABLE>


<PAGE>



<TABLE>
<CAPTION>

<S>  <C>                                                                               <C>
11.  Charter Mac Corporation Corporate Authority Documents                             Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the guarantee of the transactions and a
          bring-down of the corporation's By-laws,

12.  CharterMac Statutory Trust Authority Documents                                    Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Trustees   authorizing  the  guarantee  of  the   transactions  and  a
          bring-down of the By-laws,

13.  Certificates  of Good  Standing  and  legal  existence  from  the  Delaware       Borrower/PR
     Secretary of State pertaining to the following entities:

     a.   CMCC

     b.   CMP

     c.   CharterMac Corporation

     d.   CharterMac

</TABLE>


<PAGE>



                                                           EXECUTION COUNTERPART


<PAGE>



                                 AMENDMENT NO. 6
                                 ---------------
                                       TO
                                       --
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                    -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------

     THIS AMENDMENT NO. 6 (this  "Amendment") is entered into as of December 26,
2005, among CHARTERMAC  MORTGAGE CAPITAL  CORPORATION,  a Delaware  corporation,
("CMCC"), CHARTERMAC MORTGAGE PARTNERS CORP., a Delaware corporation ("CMP" and,
collectively with CMCC, the "Borrowers");  BANK OF AMERICA,  N.A.  (successor by
merger  to  Fleet  National  Bank) as a Lender  ("BofA")  and as agent  (in such
capacity, the "Agent") for itself and the other Lenders, and such other Lenders;
and  CharterMac,  a Delaware  statutory  trust  ("CharterMac"),  and Charter Mac
Corporation,  a Delaware  corporation  (each  individually,  a "Guarantor,"  and
collectively "the Guarantors").

                                    RECITALS
                                    --------

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

     A.   The  Borrowers,  the  Agent and the  Lenders  have  entered  into that
          certain Amended and Restated Mortgage  Warehousing Credit and Security
          Agreement,  dated as of March  18,  2005  ("Original  Agreement"),  as
          amended by that  certain  Amendment  No. 1, dated as of July 28,  2005
          ("Amendment  No.  1"),  that  certain  Amendment  No.  2,  dated as of
          September 29, 2005 ("Amendment No. 2"), that certain  Amendment No. 3,
          dated  as of  October  3,  2005  ("Amendment  No.  3"),  that  certain
          Amendment No. 4, dated as of October 31, 2005  ("Amendment No. 4") and
          that certain Amendment No. 5, dated as of December 2, 2005 ("Amendment
          No. 5" and together  with the  Original  Agreement,  Amendment  No. 1,
          Amendment No. 2, Amendment No. 3,  Amendment No. 4, the  "Agreement").
          Capitalized  terms used herein and not otherwise  defined herein shall
          have the same meanings herein as ascribed to them in the Agreement.

     B.   Pursuant to terms of Amendment  No. 3, as amended by  Amendment  No. 4
          and Amendment No. 5, BofA agreed to fund Warehousing Advances of up to
          $50,000,000.00  greater than the Warehousing Commitment Amount through
          5:00 p.m. EST on December 26, 2005.

     C.   The Borrowers and the  Guarantors  have  requested that in lieu of the
          terms of Amendment  No. 3, as amended by Amendment No. 4 and Amendment
          No.  5, for a period of  sixty-five  days  from the date  hereof  (the
          "Increase Period"), in the event the principal amount of the Loan then
          outstanding  equals or exceeds the Warehousing  Commitment Amount, the
          Lenders fund  Warehousing  Advances of up to  $150,000,000.00  greater
          than the  Warehousing  Commitment  Amount  (the  "Maximum  Overadvance
          Amount")  through 5:00 p.m.  EST on February 28, 2006.  From and after
          the 5:00 p.m. EST on February 28, 2006, the Maximum Overadvance Amount
          shall equal zero dollars.

     D.   The Agent and the  Lenders  are  willing  to amend  the  Agreement  to
          accommodate  such  request  solely upon the terms and  conditions  set
          forth in this Amendment.

     NOW,   THEREFORE,   in   consideration   of  the  above  premises  and  the
representations,  warranties,  covenants and agreements set forth below, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

1.   TEMPORARY INCREASE IN THE LOAN.
     ------------------------------

     1.1.  OVERADVANCES.  Subject to the terms and  conditions of the Agreement,
and provided  there is not then in existence a Default,  (i) in the event that a
Warehousing  Advance Request is received at such time as the aggregate principal
balance  of  the  Loan  then  outstanding  equals  or  exceeds  the  Warehousing
Commitment  Amount,  the  Lenders  agree to fund  such  Warehousing  Advance  so
requested in accordance with their Commitment Percentage;  and (ii) in the event
a Warehousing Advance made pursuant to a Warehousing Advance Request would cause


<PAGE>



the  principal  amount of the Loan then  outstanding  to exceed the  Warehousing
Commitment  Amount,  the Lenders  agree to fund the portion of such  Warehousing
Advance that causes the then outstanding principal balance of the Loan to exceed
the  Warehousing   Commitment   Amount  in  accordance  with  their   Commitment
Percentage;  (each such advance  contemplated  by clause (i) or portion  thereof
contemplated  by  clause  (ii),  an  "Overadvance").  The  Lenders  shall not be
obligated  to make all or any portion of a requested  Overadvance  in the event,
and to the extent, that the making of such requested Overadvance would cause the
aggregate  principal amount of all  Overadvances  then outstanding to exceed the
then applicable Maximum Overadvance Amount.

     1.2.  REPAYMENT OF  OVERADVANCES.  At any time any  Overadvance  or portion
thereof  continues to be outstanding,  any payment that is received by the Agent
or a Lender  that is to be  applied  to reduce  the then  outstanding  principal
balance of the Loan in accordance  with the terms of the Agreement shall be paid
first to reduce or eliminate the then outstanding aggregate principal balance of
the Overadvances.

2.   AMENDMENTS TO THE AGREEMENT.
     ---------------------------

     2.1.  AMENDMENT TO SECTION  2.1.1 OF THE  AGREEMENT.  Section  2.1.1 of the
Agreement is hereby  amended by deleting the sentence "The  aggregate  principal
amount of the Loan  outstanding  at any one time may not exceed the  Warehousing
Commitment Amount." and substituting the following in its stead:

          "The  aggregate  principal  amount of the Loan  outstanding at any one
          time may not exceed the  Warehousing  Commitment  Amount plus the then
          applicable Maximum Overadvance Amount."

     2.2.  AMENDMENT TO SECTION  2.1.2 OF THE  AGREEMENT.  Section  2.1.2 of the
Agreement  is  hereby  amended  by  deleting  the   introductory   sentence  and
substituting the following in its stead:

          "2.1.2 MAXIMUM AMOUNT OF FACILITY. Subject to the applicable terms and
          conditions of this Agreement, the maximum principal amount outstanding
          under the  Facility  during  the  Increase  Period  shall  not  exceed
          $250,000,000.00, and from and after February 28, 2006 shall not exceed
          $100,000,00.00."

     2.3.  AMENDMENT TO SECTION  2.1.4 OF THE  AGREEMENT.  Section  2.1.4 of the
Agreement is hereby amended by deleting it in its entirety and  substituting the
following in its stead:

          "2.1.4  OUTSTANDING  BALANCE OF THE LOAN. In the event at any time the
          outstanding  principal balance of the Loan should exceed the lesser of
          (x) the  Warehousing  Commitment  Amount plus the Maximum  Overadvance
          Amount,  or (y) the  aggregate  Warehousing  Collateral  Value  of all
          Eligible   Loans   against   which   Warehousing   Advances  are  then
          outstanding, the Borrowers shall repay such excess amount on demand to
          the Agent so that the outstanding principal balance of the Facility is
          in compliance with the terms and provisions hereof."

     2.4.  AMENDMENT TO SECTION  2.5.2 OF THE  AGREEMENT.  Section  2.5.2 of the
Agreement is hereby amended by deleting it in its entirety and  substituting the
following in its stead:

          "2.5.2  FACILITY  FEE.  The  Borrowers  agree to pay a facility fee to
          Agent on behalf of the Lenders on the average daily unborrowed portion
          of  (i)  the  Warehouse   Commitment   Amount  and  (ii)  the  Maximum
          Overadvance  Amount from the Agreement  Date to the Maturity Date (the
          "Facility Fee"), calculated as set forth below. The Facility Fee shall
          be  payable  in arrears  on the first  Business  Day of each  calendar
          quarter  for the  immediately  preceding  calendar  quarter or portion
          thereof  and  on  the  Maturity  Date,  and  shall  be  calculated  by
          multiplying the sum of the average daily unborrowed portion of (i) the
          Warehouse  Commitment Amount and (ii) the Maximum  Overadvance  Amount
          for such immediately  preceding calendar quarter or portion thereof by
          0.010%  percent,  and  multiplying  that  product by a  fraction,  the
          numerator of which is the number of days during such calendar  quarter
          that the Facility remained  outstanding,  and the denominator of which
          is ninety (90) days. The Borrower shall not be entitled to any credit,


                                        2
<PAGE>



          rebate  or  repayment  of  the   Facility  Fee   notwithstanding   any
          termination  of this  Agreement or  suspension or  termination  of the
          Agent's and any Lender's  respective  obligation  to make  Warehousing
          Advances hereunder."

     2.5. AMENDMENT TO SCHEDULE 1 TO THE AGREEMENT.  Schedule 1 to the Agreement
is hereby  amended by deleting it in its  entirety and  substituting  Schedule 1
attached to this Amendment in its stead.

3.  COMMITMENT  FEE. For the period  commencing on the date hereof and ending on
February 28, 2006, the Borrowers shall pay to the Agent, simultaneously with the
execution and delivery hereof, for the pro rata benefit of the Lenders, based on
their respective Commitment Percentage, a commitment fee of $33,854.17.

4. RATIFICATION OF LOAN DOCUMENTS;  ACKNOWLEDGMENTS.  Except as provided herein,
all terms and conditions of the Agreement and the other Loan Documents remain in
full force and effect. The Borrowers hereby:

     4.1.  Ratify,   confirm,   and  reaffirm,   as  of  the  date  hereof,  all
representations, warranties, and covenants contained in the Agreement and in the
Loan  Documents  (except  for  changes  that are not singly or in the  aggregate
materially adverse resulting from transactions contemplated and permitted by the
Loan  Agreement  and the other Loan  Documents,  and  changes  occurring  in the
ordinary  course of business that singly or in the aggregate are not  materially
adverse, and except that representations and warranties relating expressly to an
earlier date are reaffirmed as of such date) and  acknowledge and agree that the
Obligations are and continue to be secured by the Collateral.

     4.2.  Acknowledge  and agree that the  Borrowers  do not have any  offsets,
defenses,  or counterclaims  against the Agent or any Lender thereunder,  and to
the extent that any such offsets,  defenses,  or  counterclaims  may exist,  the
Borrowers hereby WAIVE and RELEASE the Agent and Lenders therefrom.

4.3. Represent and warrant that:

               a. As of the  date  the  Borrowers  execute  this  Amendment,  no
     Default  exists,  nor will a Default exist as of the effective date of this
     Amendment.

               b. This  Amendment has been duly executed and delivered on behalf
     of the Borrowers,  and constitutes the legal,  valid and binding obligation
     of the Borrowers,  enforceable against the Borrowers in accordance with its
     terms,  subject to the effect of  applicable  bankruptcy  and other similar
     laws  affecting  the  rights of  creditors  generally  and to the effect of
     equitable  principles  whether  applied  in an  action  at law or a suit in
     equity.

5. GUARANTY.  The Guarantors  hereby reaffirm their respective  Guaranties,  and
agree  that  neither  the  execution  of  this  Amendment,  the  performance  or
consummation of any of the transactions  contemplated  hereby, or any subsequent
modification,  extension,  renewal, amendment,  supplement or restatement of the
Agreement,  including any increase or reduction in the Total Commitments (or any
Lender's  Commitment)  or the making of any  Advance  entirely or  partially  in
excess of the Warehousing  Commitment Amount, shall in any way limit,  restrict,
qualify,  or  extinguish  their  liability  under the terms of their  respective
Guaranties,  whether or not either  Guarantor  executes  a  confirmation  of its
Guaranty  in  connection  with  any  such  subsequent  modification,  extension,
renewal,  amendment,  supplement or  restatement,  or increase or reduction.  In
furtherance of the  foregoing,  the  Guarantors'  execution and delivery of this
Amendment   constitute   the   Guarantors'   ratification,    confirmation   and
reaffirmation,  as of the date hereof, of all representations,  warranties,  and
covenants in their respective Guaranties and in the other Loan Documents (except
for changes that are not singly or in the aggregate materially adverse resulting
from transactions contemplated and permitted by the Loan Agreement and the other
Loan  Documents,  and changes  occurring in the ordinary course of business that
singly  or in  the  aggregate  are  not  materially  adverse,  and  except  that
representations  and  warranties  relating  expressly  to an  earlier  date  are
reaffirmed as of such date).

6. ADDITIONAL CONDITIONS PRECEDENT.  This Amendment shall not be effective until
each  of  the  following   conditions  precedent  have  been  fulfilled  to  the
satisfaction of the Agent and the Lenders:


                                        3
<PAGE>



     6.1.  This  Amendment  shall have been duly  executed and  delivered by the
respective  parties hereto (including the Guarantors for the purposes of Section
5 hereof) and shall be in full force and effect.

     6.2. The allonges to the Promissory Notes, each dated as of March 18, 2005,
made by CMCC,  payable to the order of Bank of America,  N.A. and HSBC Bank USA,
changing the principal  face amount of  $50,000,000.00  to  $150,000,000.00  and
$50,000,000.00 to  $100,000,000.00,  respectively,  substantially in the form of
EXHIBIT  6.2.  to this  Amendment  (the "CMCC  Allonges"),  shall have been duly
executed and delivered by CMCC to BofA and HSBC,  and shall be in full force and
effect.  The allonges to the  Promissory  Notes,  each dated as of September 29,
2005, made by CMP,  payable to the order of Bank of America,  N.A. and HSBC Bank
USA, changing the principal face amount of $50,000,000.00 to $150,000,000.00 and
$50,000,000.00 to  $100,000,000.00,  respectively,  substantially in the form of
EXHIBIT 6.2. to this  Amendment  (the "CMP  Allonges" and together with the CMCC
Allonges, the "Allonges"), shall have been duly executed and delivered by CMP to
BofA and HSBC,  and shall be in full force and effect.  At such time as (i) each
of the Maximum Overadvance Amount and the aggregate principal amount outstanding
of  Overadances  is zero  dollars,  and (ii) the  principal  amount  of the Loan
outstanding  is less than the  Warehouse  Commitment  Amount,  the Lenders  will
return the Allonges to the Borrowers marked cancelled.

     6.3.  All  action  on the part of the  Borrowers  necessary  for the  valid
execution,  delivery and  performance by the Borrowers of this Amendment and the
Allonges  shall  have  been duly and  effectively  taken  and  evidence  thereof
satisfactory to the Agent shall have been provided to the Agent.

     6.4.  All  action  on the part of the  Guarantors  necessary  for the valid
execution,  delivery and  performance by the Guarantors of this Amendment  shall
have been duly and effectively  taken and evidence  thereof  satisfactory to the
Agent shall have been provided to the Agent.

     6.5. The Borrowers and the Guarantors  shall have provided such other items
to the  Agent,  and taken such other  actions,  as are set forth on the  Closing
Agenda  attached  as  EXHIBIT  6.5.  to  this  Amendment,  and  such  additional
instruments  and  documents  shall be  provided to the Agent,  and such  further
actions shall be taken, as the Agent and the Agent's counsel may have reasonably
requested.

     6.6. No Default shall have occurred and be continuing.

7.   GENERAL.
     -------

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

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

     7.3.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL IN ALL  RESPECTS BE GOVERNED,
CONSTRUED,  APPLIED AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     7.4.  SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon each of
the Borrowers,  the Guarantors,  the Lenders and the Agent and their  respective
successors and assigns, and shall inure to the benefit of each of the Borrowers,
the Guarantors, the Lenders and the Agent.

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

     7.6. INTEGRATION. This Amendment (and documents contemplated by the Closing
Agenda)  contains the entire  understanding of the parties hereto with regard to
the subject matter  contained  herein.  This  Amendment  supersedes all prior or
contemporaneous    negotiations,    promises,    covenants,    agreements    and
representations  of every nature whatsoever with respect to the matters referred


                                        4
<PAGE>



to in this  Amendment,  all of which have become  merged and finally  integrated
into this Amendment. Each of the parties hereto understands that in the event of
any subsequent  litigation,  controversy or dispute concerning any of the terms,
conditions or provisions of this Amendment,  no party shall be entitled to offer
or introduce  into  evidence any oral  promises or oral  agreements  between the
parties  relating  to the  subject  matter of this  Amendment  not  included  or
referred  to herein and not  reflected  by a writing  included  or  referred  to
herein.

     7.7. NO COURSE OF DEALING. The Agent and the Lenders have entered into this
Amendment on the express  understanding  with each  Borrower and each  Guarantor
that  in  entering  into  this  Amendment  the  Agent  and the  Lenders  are not
establishing  any course of dealing with the Borrowers and the  Guarantors.  The
Agent's and the Lenders'  right to require  strict  performance  with all of the
terms and the conditions of Agreement and the other Loan Documents  shall not in
any way be impaired by the  execution of this  Amendment.  None of the Agent and
the Lenders  shall be obligated in any manner to execute any further  amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Lenders may require the payment of fees in connection therewith.


                [Remainder of the page intentionally left blank]


                                        5
<PAGE>



     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment under
seal as of the date first set forth above.

                                BORROWERS:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By: /s/ Alan P. Hirmes
                                             ------------------
                                         Name: Alan P. Hirmes
                                               --------------
                                         Title: Corporate Managing Director
                                                ---------------------------

                                         CHARTERMAC MORTGAGE PARTNERS CORP.

                                         By: /s/ Alan P. Hirmes
                                             ------------------
                                         Name: Alan P. Hirmes
                                               --------------
                                         Title: Corporate Managing Director
                                                ---------------------------


                                LENDERS:

                                         BANK OF AMERICA, N.A., as Agent and
                                         as a Lender

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


                                         HSBC BANK USA, NATIONAL ASSOCIATION,
                                         as a Lender

                                         By: /s/ Christopher J. Montante
                                             ---------------------------
                                         Name: Christopher J. Montante
                                               -----------------------
                                         Title: Vice President
                                                --------------


                       [Signatures continued on next page]


(Amendment No. 6 Sig. Pg.)


<PAGE>



Accepted and Agreed:

CHARTER MAC CORPORATION, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Operating Officer
       -----------------------


CHARTERMAC, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Financial Officer
       -----------------------


(Amendment No. 6 Sig. Pg.)


<PAGE>



                                   EXHIBIT 6.2
                                   -----------

                                     ALLONGE
                          DATED AS OF DECEMBER 26, 2005


     This Allonge is made to that certain Promissory Note, dated as of March 18,
2005, made by the Borrower,  and payable to Bank of America,  N.A. (successor by
merger  to  Fleet  National   Bank),  in  the  original   principal   amount  of
$50,000,000.00 (the "Note").  Terms not defined herein have the same meanings as
in the Note.

     From and after the date  hereof the  principal  amount of the Note shall be
increased from $50,000,000.00 to $150,000,000.00,  and this Allonge shall become
part of the Note  and  shall  be  subject  to all of the  terms  and  conditions
thereof.

     Although it is in the  interest of the parties that this Allonge be affixed
to the Note, this Allonge shall continue in full force and effect even if it has
not been so affixed.

     This instrument  shall have the force and effect of an instrument  executed
under seal under the laws of The Commonwealth of  Massachusetts  (without regard
to its rules regarding choice of law).

     IN WITNESS WHEREOF, Borrower has caused this Allonge to be duly executed as
of the date set forth above.


                                         BORROWER:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By:_________________________________
                                             Name:___________________________
                                             Title: _________________________


<PAGE>



<TABLE>
<CAPTION>

                                   EXHIBIT 6.5
                                   -----------

                                 CLOSING AGENDA
                                 --------------

DOCUMENT                                                                            RESPONSIBLE
                                                                                    PARTY

<S>  <C>                                                                               <C>
1.   Amendment  No. 6 to Amended and Restated  Mortgage  Warehousing  Credit and         BofA/NMF
     Security Agreement

     a.   Exhibit 6.2.: Form of Allonge

     b.   Exhibit 6.5.: Closing Agenda

2.   Allonge dated  December 26 2005 to Promissory  Note,  dated as of March 18,         BofA/NMF
     2005, made by CMCC, payable to the order of Bank of America, N.A., changing
     the original principal face amount of $50,000,000.00 to $150,000,000.00.

3.   Allonge dated December 26, 2005 to Promissory  Note,  dated as of March 18,         BofA/NMF
     2005,  made by CMCC,  payable to the order of HSBC Bank USA,  changing  the
     original principal face amount of $50,000,000.00 to $100,000,000.00.

4.   Allonge dated December 26, 2005 to Promissory  Note,  dated as of September         BofA/NMF
     29,  2005,  made by CMP,  payable  to the order of Bank of  America,  N.A.,
     changing  the  original   principal  face  amount  of   $50,000,000.00   to
     $150,000,000.00.

5.   Allonge dated December 26, 2005 to Promissory  Note,  dated as of September          BofA/NMF
     29, 2005, made by CMP, payable to the order of HSBC Bank USA,  changing the
     principal face amount of $50,000,000.00 to $100,000,000.00.

6.   Opinions                                                                          Borrower/PR

     a.   Massachusetts  Opinion Letter from Proskauer Rose LLP addressed to the
          Agent and the Lenders

     b.   Opinion Letter from Richards, Layton and Finger addressed to the Agent
          and the Lenders

7.   CMCC Corporate Authority Documents                                                Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the transaction and a bring-down of the
          By-laws

8.   CMP Corporate Authority Documents                                                 Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors  authorizing the  transactions  and a bring-down of
          the By-laws.

9.   CharterMac Corporation Corporate Authority Documents                              Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Directors authorizing the guarantee of the transactions and a
          bring-down of the By-laws.

</TABLE>


<PAGE>



<TABLE>
<CAPTION>

<S>  <C>                                                                               <C>
10.  CharterMac Statutory Trust Authority Documents                                    Borrower/PR

     a.   Secretary's  Certificate,  including  the  Resolutions  adopted by the
          Board of Trustees  authorizing the guarantee of the transactions and a
          bring-down of the By-laws.

11.  Certificates  of Good  Standing  and  Legal  Existence  from  the  Delaware       Borrower/PR
     Secretary of State pertaining to the following entities:

     a.   CMCC

     b.   CMP

     c.   CharterMac Corporation

     d.   CharterMac

</TABLE>


<PAGE>


                          SCHEDULE 1 TO LOAN AGREEMENT
                          ----------------------------

              COMMITMENTS: COMMITMENT PERCENTAGES; NOTICE ADDRESSES
              -----------------------------------------------------

          LENDER                    COMMITMENT             COMMITMENT PERCENTAGE
--------------------------------------------------------------------------------
Bank of America, N.A.             $150,000,000.00                  60.0%
HSBC Bank USA                     $100,000,000.00                  40.0%

FOR NOTICES:

Bank of America, N.A.
One Federal Street, 4th Floor
Boston, MA 02110
Attention:        John F. Simon, Senior Vice President
                  Mail Stop: MA5-503-04-16
                  Fax No.: (617) 346-4670


HSBC Bank USA, National Association
One HSBC Center, 27th Floor
Buffalo, NY 14203
Attention:        Christopher J. Montante, Vice President
         .        Fax No.: (716) 841-4199


<PAGE>



                                                           EXECUTION COUNTERPART


<PAGE>



                                 AMENDMENT NO. 7
                                 ---------------
                                       TO
                                       --
                    AMENDED AND RESTATED MORTGAGE WAREHOUSING
                    -----------------------------------------
                          CREDIT AND SECURITY AGREEMENT
                          -----------------------------

     THIS AMENDMENT NO. 7 (this  "Amendment") is entered into as of February 28,
2006, among CHARTERMAC  MORTGAGE CAPITAL  CORPORATION,  a Delaware  corporation,
("CMCC"), CHARTERMAC MORTGAGE PARTNERS CORP., a Delaware corporation ("CMP" and,
collectively with CMCC, the "Borrowers");  BANK OF AMERICA,  N.A.  (successor by
merger  to  Fleet  National  Bank) as a Lender  ("BofA")  and as agent  (in such
capacity, the "Agent") for itself and the other Lenders, and such other Lenders;
and CharterMac,  a Delaware  statutory  trust,  and Charter Mac  Corporation,  a
Delaware  corporation (each  individually,  a "Guarantor," and collectively "the
Guarantors").

                                    RECITALS
                                    --------

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

     A.   The  Borrowers,  the  Agent and the  Lenders  have  entered  into that
          certain Amended and Restated Mortgage  Warehousing Credit and Security
          Agreement,  dated as of March  18,  2005  ("Original  Agreement"),  as
          amended  by that  certain  Amendment  No. 1 dated as of July 28,  2005
          ("Amendment  No.  1"),  that  certain  Amendment  No.  2  dated  as of
          September 29, 2005  ("Amendment No. 2"), that certain  Amendment No. 3
          dated  as of  October  3,  2005  ("Amendment  No.  3"),  that  certain
          Amendment No. 4 dated as of October 31, 2005 ("Amendment No. 4"), that
          certain  Amendment No. 5 dated as of December 2, 2005  ("Amendment No.
          5") and that  certain  Amendment  No. 6 dated as of December  26, 2005
          ("Amendment No. 6" and together with the Original Agreement, Amendment
          No. 1,  Amendment No. 2,  Amendment No. 3,  Amendment No. 4, Amendment
          No.  5,  the  "Agreement").  Capitalized  terms  used  herein  and not
          otherwise  defined  herein  shall  have the same  meanings  herein  as
          ascribed to them in the Agreement.

     B.   The Borrowers and the Guarantors have requested that the Maturity Date
          be extended to March 14,  2006.  The Agent and the Lenders are willing
          to amend the  Agreement to  accommodate  such request  solely upon the
          terms and conditions set forth in this Amendment.

     NOW,   THEREFORE,   in   consideration   of  the  above  premises  and  the
representations,  warranties,  covenants and agreements set forth below, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


1.   AMENDMENTS TO THE AGREEMENT.
     ---------------------------

     1.1.  AMENDMENT TO EXHIBIT A TO THE  AGREEMENT.  The definition of Maturity
Date is hereby  amended by  deleting it in its  entirety  and  substituting  the
following  in its stead:  "MATURITY  DATE means the earlier of March 14, 2006 or
the date upon which the whole of the  Commitments  are terminated or the Loan is
accelerated in accordance with applicable provisions of this Agreement."

     1.2. AMENDMENT TO SCHEDULE 1 TO THE AGREEMENT.  Schedule 1 to the Agreement
is hereby  amended by deleting it in its  entirety and  substituting  Schedule 1
attached to this Amendment in its stead.

2.  COMMITMENT  FEE. For the period  commencing on the date hereof and ending on
March 14, 2006, the Borrowers  shall pay to the Agent,  simultaneously  with the
execution and delivery hereof, for the pro rata benefit of the Lenders, based on
their respective Commitment Percentage, a commitment fee of $4,861.11.


<PAGE>



 3. EXPIRATION OF OVERADVANCES. The parties acknowledge that, from and after the
 date  hereof,  (a) the  Maximum  Overadvance  Amount is zero  (0),  and (b) the
 maximum  principal  amount  outstanding  under the  Facility  shall not  exceed
 $100,000,000.

4. RATIFICATION OF LOAN DOCUMENTS;  ACKNOWLEDGMENTS.  Except as provided herein,
all terms and conditions of the Agreement and the other Loan Documents remain in
full force and effect. The Borrowers hereby:

     4.1.  Ratify,   confirm,   and  reaffirm,   as  of  the  date  hereof,  all
representations, warranties, and covenants contained in the Agreement and in the
Loan  Documents  (except  for  changes  that are not singly or in the  aggregate
materially adverse resulting from transactions contemplated and permitted by the
Loan  Agreement  and the other Loan  Documents,  and  changes  occurring  in the
ordinary  course of business that singly or in the aggregate are not  materially
adverse, and except that representations and warranties relating expressly to an
earlier date are reaffirmed as of such date) and  acknowledge and agree that the
Obligations are and continue to be secured by the Collateral.

     4.2.  Acknowledge  and agree that the  Borrowers  do not have any  offsets,
defenses,  or counterclaims  against the Agent or any Lender thereunder,  and to
the extent that any such offsets,  defenses,  or  counterclaims  may exist,  the
Borrowers hereby WAIVE and RELEASE the Agent and Lenders therefrom.

     4.3. Represent and warrant that:

               a. As of the  date  the  Borrowers  execute  this  Amendment,  no
     Default  exists,  nor will a Default exist as of the effective date of this
     Amendment.

               b. This  Amendment has been duly executed and delivered on behalf
     of the Borrowers,  and constitutes the legal,  valid and binding obligation
     of the Borrowers,  enforceable against the Borrowers in accordance with its
     terms,  subject to the effect of  applicable  bankruptcy  and other similar
     laws  affecting  the  rights of  creditors  generally  and to the effect of
     equitable  principles  whether  applied  in an  action  at law or a suit in
     equity.

5. GUARANTY.  The Guarantors  hereby reaffirm their respective  Guaranties,  and
agree  that  neither  the  execution  of  this  Amendment,  the  performance  or
consummation of any of the transactions  contemplated  hereby, or any subsequent
modification,  extension,  renewal, amendment,  supplement or restatement of the
Agreement,  including any increase or reduction in the Total Commitments (or any
Lender's  Commitment)  or the making of any  Advance  entirely or  partially  in
excess of the Warehousing  Commitment Amount, shall in any way limit,  restrict,
qualify,  or  extinguish  their  liability  under the terms of their  respective
Guaranties,  whether or not either  Guarantor  executes  a  confirmation  of its
Guaranty  in  connection  with  any  such  subsequent  modification,  extension,
renewal,  amendment,  supplement or  restatement,  or increase or reduction.  In
furtherance of the  foregoing,  the  Guarantors'  execution and delivery of this
Amendment   constitute   the   Guarantors'   ratification,    confirmation   and
reaffirmation,  as of the date hereof, of all representations,  warranties,  and
covenants in their respective Guaranties and in the other Loan Documents (except
for changes that are not singly or in the aggregate materially adverse resulting
from transactions contemplated and permitted by the Loan Agreement and the other
Loan  Documents,  and changes  occurring in the ordinary course of business that
singly  or in  the  aggregate  are  not  materially  adverse,  and  except  that
representations  and  warranties  relating  expressly  to an  earlier  date  are
reaffirmed as of such date).

6. ADDITIONAL CONDITIONS PRECEDENT.  This Amendment shall not be effective until
each  of  the  following   conditions  precedent  have  been  fulfilled  to  the
satisfaction of the Agent and the Lenders:

     6.1.  This  Amendment  shall have been duly  executed and  delivered by the
respective  parties hereto (including the Guarantors for the purposes of Section
5 hereof) and shall be in full force and effect.

     6.2. No Default shall have occurred and be continuing.


<PAGE>



7.   GENERAL.
     -------

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

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

     7.3.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL IN ALL  RESPECTS BE GOVERNED,
CONSTRUED,  APPLIED AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     7.4.  SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon each of
the Borrowers,  the Guarantors,  the Lenders and the Agent and their  respective
successors and assigns, and shall inure to the benefit of each of the Borrowers,
the Guarantors, the Lenders and the Agent.

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

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

     7.7. NO COURSE OF DEALING. The Agent and the Lenders have entered into this
Amendment on the express  understanding  with each  Borrower and each  Guarantor
that  in  entering  into  this  Amendment  the  Agent  and the  Lenders  are not
establishing  any course of dealing with the Borrowers and the  Guarantors.  The
Agent's and the Lenders'  right to require  strict  performance  with all of the
terms and the conditions of Agreement and the other Loan Documents  shall not in
any way be impaired by the  execution of this  Amendment.  None of the Agent and
the Lenders  shall be obligated in any manner to execute any further  amendments
or waivers  and if such  waivers or  amendments  are  requested  in the  future,
assuming the terms and conditions  thereof are  satisfactory  to them, the Agent
and the Lenders may require the payment of fees in connection therewith.


                [Remainder of the page intentionally left blank]


                                        3
<PAGE>



     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment under
seal as of the date first set forth above.

                                BORROWERS:

                                         CHARTERMAC MORTGAGE CAPITAL CORPORATION

                                         By: /s/ Mark Duggal
                                             ---------------
                                         Name: Mark Duggal
                                               -----------
                                         Title: Chief Financial Officer
                                                -----------------------

                                         CHARTERMAC MORTGAGE PARTNERS CORP.

                                         By: /s/ Mark Duggal
                                             ---------------
                                         Name: Mark Duggal
                                               -----------
                                         Title: Chief Financial Officer
                                                -----------------------


                                LENDERS:

                                         BANK OF AMERICA, N.A., as Agent and
                                         as a Lender

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


                                         HSBC BANK USA, NATIONAL ASSOCIATION,
                                         as a Lender

                                         By: /s/ Christopher J. Montante
                                             ---------------------------
                                         Name: Christopher J. Montante
                                               -----------------------
                                         Title: Vice President
                                                --------------


                       [Signatures continued on next page]


(Amendment No.7 Sig. Pg.)


<PAGE>



Accepted and Agreed:

CHARTER MAC CORPORATION, as Guarantor

CHARTER MAC CORPORATION, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Operating Officer
       -----------------------


CHARTERMAC, as Guarantor

By: /s/ Alan P. Hirmes
    ------------------
Name: Alan p. Hirmes
      --------------
Title: Chief Financial Officer
       -----------------------


(Amendment No. 7 Sig. Pg.)


<PAGE>



                          SCHEDULE 1 TO LOAN AGREEMENT
                          ----------------------------

              COMMITMENTS: COMMITMENT PERCENTAGES; NOTICE ADDRESSES
              -----------------------------------------------------

          LENDER                 COMMITMENT             COMMITMENT PERCENTAGE
--------------------------------------------------------------------------------
Bank of America, N.A.          $50,000,000.00                   50.0%
HSBC Bank USA                  $50,000,000.00                   50.0%

FOR NOTICES:

Bank of America, N.A.
One Federal Street, 4th Floor
Boston, MA 02110
Attention:        John F. Simon, Senior Vice President
                  Mail Stop: MA5-503-04-16
                  Fax No.: (617) 346-4670


HSBC Bank USA, National Association
One HSBC Center, 27th Floor
Buffalo, NY 14203
Attention:        Christopher J. Montante, Vice President
                  Fax No.: (716) 841-4199