Exhibit 11.1 Statement of Computation of Earnings Per Share

EXHIBIT 10.13

GMAC Residential Funding

BETWEEN

MUNICIPAL MORTGAGE & EQUITY, LLC,
a Delaware limited liability company (“MMA”)
MUNIMAE TEI HOLDINGS, LLC,
a Maryland limited liability company (“MTEI”),
MIDLAND MORTGAGE INVESTMENT CORPORATION,
a Florida corporation (“Midland Mortgage”),
MMA CONSTRUCTION FINANCE, LLC,
a Maryland limited liability company f/k/a MUNIMAE MIDLAND
CONSTRUCTION FINANCE, LLC (“MMA Construction”), and
MMA CAPITAL CORPORATION, a Michigan corporation f/k/a MIDLAND
CAPITAL CORPORATION (“MMA Capital”),
(MMA, MTEI, Midland Mortgage, MMA CONSTRUCTION and MMA
Capital, collectively, “Borrower”)

AND

RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation

Dated as of May 23, 2003

WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as of May 23, 2003 between MUNICIPAL MORTGAGE & EQUITY, LLC, a Delaware limited liability company, (“MMA”), MUNIMAE TEI HOLDINGS, LLC, a Maryland limited liability company (“MTEI”), MIDLAND MORTGAGE INVESTMENT CORPORATION, a Florida corporation (“Midland Mortgage”), MMA CONSTRUCTION FINANCE, LLC fka MUNIMAE MIDLAND CONSTRUCTION FINANCE, LLC, a Maryland limited liability company (“MMA Construction”), and MMA CAPITAL CORPORATION, a Michigan corporation f/k/a MIDLAND CAPITAL CORPORATION (“MMA Capital”) (MMA, MTEI, Midland Mortgage, MMA Construction and MMA Capital, collectively, “Borrower”) and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).

NOW, THEREFORE, the parties to this Agreement agree as follows:

On the terms and subject to the conditions and limitations of this Agreement, including Exhibit H, Lender agrees to make Warehousing Advances to Borrower from the Closing Date to the Business Day immediately preceding the Warehousing Commitment Termination Date, during which period Borrower may borrow, repay and reborrow in accordance with the provisions of this Agreement. Lender has no obligation to make Warehousing Advances in excess of the Warehousing Commitment Amount. While a Default or Event of Default exists, Lender may refuse to make any additional Warehousing Advances to Borrower. All Warehousing Advances under this Agreement constitute a single indebtedness, and all of the Collateral is security for the Warehousing Note and for the performance of all of the Obligations. Warehousing Advances will be made either to MMA, MTEI, Midland Mortgage, MMA Construction or MMA Capital, as requested by either MMA, MTEI, Midland Mortgage, MMA Construction or MMA Capital, but will be deemed made to or for the benefit of MMA and the requesting Borrower, and MMA and the requesting Borrower, jointly and severally, is obligated to repay each Warehousing Advances made under the Warehousing Commitment. With respect to its obligation to repay Warehousing Advances made to any other Borrower, MMA agrees to the terms set forth in Exhibit J.

The Warehousing Commitment expires on the earlier of (the “Warehousing Commitment Termination Date”): (a) April 30, 2005, as the same may be extended in writing by Lender, in its sole discretion, unless Borrower notifies Lender that it will not accept such extension, on which date the Warehousing Commitment will expire of its own term without the necessity of Notice or action by Lender, and (b) the date the Warehousing Commitment is terminated under Section 10.2.

Page 1-1

Dated: 5/23/2003
Amended: 6/11/2004

Warehousing Advances are evidenced by Borrower’s promissory note, payable to Lender on the form prescribed by Lender (“Warehousing Note”). The term “Warehousing Note” as used in this Agreement includes all amendments, restatements, renewals or replacements of the original Warehousing Note and all substitutions for it. All terms and provisions of the Warehousing Note are incorporated into this Agreement.

End of Article 1

Page 1-2

Dated: 5/23/2003
Amended: 6/11/2004

To obtain a Warehousing Advance under this Agreement, Borrower must deliver to Lender a completed and signed request for a Warehousing Advance on the then current form approved by Lender (“Warehousing Advance Request”), not later than 1 Business Day before the Business Day on which Borrower desires the Warehousing Advance. Subject to the delivery of a Warehousing Advance Request and the satisfaction of the conditions set forth in Sections 5.1 and 5.2, 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 Lender of all required Collateral Documents. Lender’s current form of Warehousing Advance Request is set forth in Exhibit A. Upon not less than 3 Business Days’ prior Notice to Borrower, Lender may modify its form of Warehousing Advance Request, and any other Exhibit or document referred to in this Section to conform to current legal requirements or Lender practices and, as so modified, those Exhibits and documents will become part of this Agreement.

End of Article 2

Page 2 -1

Dated: 5/23/2003
Amended: 6/11/2004

Balance Funded Portion x [(IR – BFR) / AB] x ADP,

where “IR” is the weighted daily average of the Index Rate otherwise applicable under Exhibit H. “BFR” is the applicable Balance Funded Rate, “AB” is the Accrual Basis and “ADP” is the number of days in the month (or other applicable period) for which the Balance Funding Credit is applicable. The Applicable Advances outstanding during a month will be allocated to the Balance Funded Portion in the order determined by Lender in its sole discretion.

If, for any month, a portion of the average amount of Eligible Balances on deposit in non-interest bearing demand deposit or time deposit accounts remains (“Remainder”) after the Balance Funded Portion has been deducted, or Borrower has Eligible Balances on deposit in interest-bearing demand deposit or time deposit accounts in respect of which Lender has received a Depository Benefit, Lender will provide a benefit in the form of an “Earnings Credit” on the Eligible Balances maintained in time deposit accounts with the Designated Bank, and Lender will provide a benefit in the form of an “Earnings Allowance” on the Eligible Balances maintained in demand deposit accounts with the Designated Bank. Any Earnings Allowance will be used first and any Earnings Credit will be used second as a credit against Miscellaneous Fees and Charges (including Designated Bank Charges) and against other fees payable to Lender under this Agreement, including Non-Usage Fees, and Loan Package Fees, and may be used, at Lender’s option, to reduce accrued interest. Any Earnings Allowance not used during the month in which the benefit was received will be accumulated and must be used within 6 months of the month in which the benefit was received. As long as no Default or Event of Default exists, any Earnings Credit not used during the month in which the benefit was received will be used to provide a cash benefit to Borrower. Any Earnings Credit retained by Lender as a result of a Default or Event of Default will be applied to the payment of Borrower’s Obligations in the order Lender determines in its sole discretion.

The Balance Funded Portion, the Balance Funding Credit, the Earnings Credit and the Earnings Allowance for any month will be determined by Lender in its sole discretion and Lender’s determination of those amounts is conclusive and binding absent manifest error. In no event will the aggregate amount of the benefits received by Borrower under this Section exceed the Depository Benefit.

Page 3-1

Dated: 5/23/2003
Amended: 6/11/2004

Lender does not intend, by reason of this Agreement, the Warehousing Note or any other Loan Document, to receive interest in excess of the amount permitted by applicable law. If Lender receives any interest in excess of the amount permitted by applicable law, whether by reason of acceleration of the maturity of this Agreement, the Warehousing Note or otherwise, Lender will apply the excess to the unpaid principal balance of the Warehousing Advances and not to the payment of interest. If all Warehousing Advances have been paid in full and the Warehousing Commitment has expired or has been terminated, Lender will remit any excess to Borrower. This Section controls every other provision of all agreements between Borrower and Lender and is binding upon and available to any subsequent holder of the Warehousing Note.

Page 3-2

Dated: 5/23/2003
Amended: 6/11/2004

Page 3-3

Dated: 5/23/2003
Amended: 6/11/2004

Borrower may prepay a portion of the Warehousing Advances outstanding (a “Buydown”) upon Notice to Lender not later than (a) 1:00 p.m. on the Business Day immediately preceding the Business Day on which Borrower desires to make a Buydown in the amount of $10,000,000 or more or (b) 1:00 p.m. on the Business Day on which Borrower desires to make a Buydown in an

Page 3-4

Dated: 5/23/2003
Amended: 6/11/2004

amount less than $10,000,000. Each Buydown must be in an amount not less than $1,000,000 or in integral multiples of $250,000 in excess of that amount, and Buydowns may not exceed, in the aggregate, the amount outstanding against Pledged Investments. A Buydown is a reduction in the aggregate amount of the Warehousing Advances outstanding against Pledged Investments, but does not represent the prepayment of any particular Warehousing Advance, and does not entitle Borrower to the release of any Collateral. Lender may apply Buydowns to reduce interest payable by Borrower on outstanding Warehousing Advances in any order that Lender determines in its sole discretion. Unless a Default or Event of Default exists, Borrower may reborrow all or any portion of a Buydown upon Notice to Lender not later than (m) 1:00 p.m. on the Business Day immediately preceding the Busines Day on which borrower desires to reborrow $10,000,000 or more or (n) 1:00 p.m. on the Business Day that Borrower desires to reborrow an amount less than $10,000,000. If Lender receives Buydowns or a combination of Buydowns and payments of Warehousing Advances that exceed the aggregate principal balance of the Warehousing Advances outstanding Pledged Investments (an “Excess Buydown”), as long as no Default or Event of Default exists, Lender shall, at the request of Borrower, re-advance to Borrower all or any portion of an Excess Buydown by causing the Funding Bank to credit the Operating Account in that amount. Lender has no obligation to pay or otherwise provide to Borrower any interest, dividends or other benefits on an Excess Buydown.

Borrower shall maintain at a Designated Bank, so long as the Warehousing Commitment is outstanding, Eligible Balances in an average amount during any Calendar Quarter not less than $10,000,000 with respect to which Lender receives a Depository Benefit. If, during any Calendar Quarter or portion thereof while the Warehousing Commitment is outstanding, Borrower shall fail to maintain the level of balances required hereby, Borrower shall pay Lender a Non-Usage Fee as calculated in Section 3.6 below for such Calendar Quarter or portion thereof.

At the end of each Calendar Quarter during the term of this Agreement, unless Borrower has satisfied the requirement of Section 3.5 for such Calendar Quarter, Lender will determine the average usage of the Warehousing Commitment by calculating the arithmetic daily average of the Warehousing Advances outstanding during such Calendar Quarter (“Used Portion”). Lender will then subtract the Used Portion from $12,500,000, and the result, if positive, will be known as the “Unused Portion”. Borrower agrees to pay to Lender a fee (“Non-Usage Fee”) in the amount of 0.5% per annum of the Unused Portion during such Calendar Quarter. The Non-Usage Fee is payable quarterly, in arrears. Lender computes the Non-Usage Fee on the basis of the actual number of days in each Calendar Quarter and a year of 365 days. Borrower must pay the Non-Usage Fee within 10 days after the date of Lender’s invoice or account analysis statement. If the date set forth in the definition of Warehousing Commitment Termination Date occurs on a day other than the last day of a Calendar Quarter, Borrower must pay the prorated portion of the Non-Usage Fee due from the beginning of the then current Calendar Quarter to and including that date. Borrower is not entitled to a reduction in the amount of the Non-Usage Fee if (a) the Warehousing Commitment Amount is reduced or (b) the Warehousing Commitment is terminated at the request of Borrower or as a result of an Event of Default. If the Warehousing Commitment terminates at the request of Borrower or as a result of an Event of Default, Borrower must pay, on the date of termination, a Non-Usage Fee in the amount of 0.5% per annum of the Warehousing Commitment Amount in effect immediately prior to the date of termination, for the period from the date of termination to and including the date set forth in the definition of Warehousing Commitment Termination Date. Lender’s determination of the Non-Usage Fee for any period is conclusive and binding, absent manifest error.

Page 3-5

Dated: 5/23/2003
Amended: 6/11/2004

At the time of each Warehousing Advance against an Eligible Investment, Borrower will incur a loan package fee (“Loan Package Fee”). Borrower must pay all Loan Package Fees in the amount set forth in Exhibit H within 9 days after the date of Lender’s invoice or, if applicable, within 2 days after the date of Lender’s account analysis statement.

Borrower must reimburse Lender for all Miscellaneous Fees and Charges. Borrower must pay all Miscellaneous Fees and Charges within 9 days after the date of Lender’s invoice or, if applicable, within 2 days after the date of Lender’s account analysis statement.

If Lender, in its sole discretion, elects to extend the Warehouse Period for any Pledged Investment, Borrower shall pay Lender, on the effective date of such extension, an Extension Fee in such amount as mutually agreed upon between Lender and Borrower.

If, under the authorization given by Borrower in the Funding Bank Agreement or pursuant to this Agreement, Lender debits Borrower’s Operating Account or directs the Funding Bank to honor an item presented against the Operating Account and that debit or direction results in an overdraft, Lender may make an additional Warehousing Advance to fund that overdraft (“Overdraft Advance”). Borrower must pay (a) the outstanding amount of any Overdraft Advance, within 1 Business Day after the date of the Overdraft Advance, and (b) interest on the amount of the Overdraft Advance, at a rate per annum equal to the Bank One Prime Rate plus 2%, within 9 days after the date of Lender’s invoice or, if applicable, within 2 days after the date of Lender’s account analysis statement.

Page 3-6

Dated: 5/23/2003
Amended: 6/11/2004

End of Article 3

Page 3-7

Dated: 5/23/2003
Amended: 6/11/2004

As security for the payment of the Warehousing Note and for the performance of all of Borrower’s Obligations, Borrower grants a security interest to Lender in all of Borrower’s right, title and interest in and to the following described property (“Collateral”):

Page 4-1

Dated: 5/23/2003
Amended: 6/11/2004

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, Borrower must preserve and maintain, at its chief executive office and principal place of business or in a regional office approved by Lender, or in the office of a computer service bureau engaged by Borrower

Page 4-2

Dated: 5/23/2003
Amended: 6/11/2004

and approved by Lender and, upon request, make available to Lender the originals, or copies in any case where the originals have been delivered to Lender or to an Investor, of the Mortgage Notes, Mortgages and Security Agreements included in Pledged Investments, Mortgage-backed Securities delivered to Lender as Pledged Securities, Takeout Commitments, and all related Mortgage Loan documents and instruments, and all files, underwriter’s narrative reports, rent rolls, inspection reports, cost schedules, maps, property photographs, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting and financial records and other information and data relating to the Collateral.

Lender has a security interest in all servicing income actually received by Borrower or Lender with respect to the Mortgage Loans (“Designated Loans”) serviced under any Pledged Servicing Contracts between Borrower and Fannie Mae (“Fannie Mae Servicing Contracts”), but not in the Fannie Mae Servicing Contracts or any other income related to the Designated Loans. Lender’s security interest is subject and subordinate to all rights, remedies, powers and prerogatives of Fannie Mae under all applicable selling and servicing agreements between Fannie Mae and Borrower, including the Guides referred to in those selling and servicing agreements (collectively, the “Fannie Mae Agreements”), including Fannie Mae’s right to terminate Borrower’s servicing rights with respect to the Designated Loans as provided in the Fannie Mae Agreements. Without limiting the generality of the foregoing provisions, Lender acknowledges that Borrower’s interest in the property described in Section 4.1 related to the Designated Loans, and therefore Lender’s security interest, is subject to the rights of Fannie Mae. Fannie Mae must approve Lender’s security interest.

Borrower will remain the servicer of the Designated Loans and will continue to service the Designated Loans in accordance with Fannie Mae requirements. Borrower may not pledge any of its servicing rights with respect to the Designated Loans to any other Person. Lender has no right to service the Designated Loans or affect the manner in which Borrower services the Designated Loans. If Fannie Mae terminates Borrower’s servicing rights with respect to the Designated Loans, this pledge will automatically terminate and Fannie Mae has no obligation or liability to Lender in connection with or as a result of such termination.

Upon the occurrence of an Event of Default and the exercise by Lender of its rights under Section 10.2, Lender has the following contractual rights: (a) all servicing fees payable to Borrower with respect to the Designated Loans must be deposited into lockbox accounts held by Lender and (b) Lender may, by Notice, direct Borrower to sell the servicing rights to the Designated Loans. In that event, Borrower must (y) retain a nationally recognized firm that specializes in the sale of Fannie Mae servicing rights (which firm must be reasonably acceptable to Lender) and (z) sell the servicing rights to the Designated Loans to another Fannie Mae lender within 120 days of Lender’s Notice. Any such sale of the servicing rights would be subject to Fannie Mae approval. All proceeds of the sale of the servicing rights by Borrower under the foregoing procedure will be applied first to the expenses of the sale, then to any amounts due to Fannie Mae for Borrower under the Servicing Contracts sold, and then to the outstanding balance of the Obligations (as provided in Section 10.3), with any remaining balance remitted to Borrower. If Borrower cures all Events of Default as provided in this Agreement during the sale process, the sale process will terminate.

Page 4-3

Dated: 5/23/2003
Amended: 6/11/2004

Page 4-4

Dated: 5/23/2003
Amended: 6/11/2004

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

Page 4-5

Dated: 5/23/2003
Amended: 6/11/2004

End of Article 4

Page 4-6

Dated: 5/23/2003
Amended: 6/11/2004

Lender’s obligation to make the initial Warehousing Advance is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent:

Page 5-1

Dated: 5/23/2003
Amended: 6/11/2004

Page 5-2

Dated: 5/23/2003
Amended: 6/11/2004

Page 5-3

Dated: 5/23/2003
Amended: 6/11/2004

Page 5-4

Dated: 5/23/2003
Amended: 6/11/2004

End of Article 5

Page 5-5

Dated: 5/23/2003
Amended: 6/11/2004

Borrower represents and warrants to Lender, 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:

Borrowers’ chief executive office and principal place of business is 621 East Pratt Street, 3rd Floor, Baltimore, MD, 21202.

MMA is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, MTEI is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, Midland Mortgage is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, MMA Construction is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, MMA Capital is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan, and each of MMA, MTI, Midland Mortgage, MMA Construction and MMA Capital has the full legal power and authority to own its property and to carry on its business as currently conducted. Each of MMA, MTEI and MMA Construction is duly qualified as a foreign limited liability company and each of Midland Mortgage and MMA Capital is duly qualified as a foreign corporation, to do business and each of MMA, MTEI, Midland Mortgage, MMA Construction and MMA Capital is in good standing in each jurisdiction in which the transaction of their respective business makes qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on their business, operations, assets or financial condition as a whole. For the purposes of this Agreement, good standing includes qualification for all licenses and payment of all taxes required in the jurisdiction of its formation or incorporation and in each jurisdiction in which each Borrower transacts business. Each Borrower has no Subsidiaries except as set forth on Exhibit D, which sets forth with respect to each Subsidiary, its name, address, jurisdiction of organization, each state in which it is qualified to do business, and the percentage ownership of its membership interests by MMA, MTEI and MMA Construction or its shareholder interests by Midland Mortgage and MMA Capital. Each of Borrowers’ Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation, and has the full legal power and authority to own its property and to carry on its business as currently conducted.

Each Borrower has the power and authority to execute, deliver and perform this Agreement, the Warehousing Note and other Loan Documents to which Borrower is party and to make the borrowings under this Agreement. The execution, delivery and performance by each Borrower of this Agreement, the Warehousing Note and the other Loan Documents to which Borrower is party and the making of the borrowings under this Agreement, and the Warehousing Note, have been duly and validly authorized by all necessary company action on the part of Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not (a) conflict with or violate any provision of law, of any judgments binding upon Borrower, or of the articles of organization or operating agreement of MMA, MTEI and MMA Construction or of the articles of incorporation or bylaws of Midland Mortgage and MMA Capital, or (b) conflict with or result in a breach of, constitute a default or require any consent under, or result in or require the acceleration of any indebtedness of any Borrower under any agreement, instrument or indenture to which Borrower is a party or by which Borrower or its property may be

Page 6-1

Dated: 5/23/2003
Amended: 6/11/2004

bound or affected, or result in the creation of any Lien upon any property or assets of Borrower (other than the Lien on the Collateral granted under this Agreement). This Agreement, the Warehousing Note and the other Loan Documents constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights.

The execution and delivery of this Agreement, the Warehousing Note and the other Loan Documents and the performance of Borrowers’ obligations under this Agreement, the Warehousing Note and the other Loan Documents and the validity and enforceability of this Agreement, the Warehousing Note and the other Loan Documents do not require any license, consent, approval or other action of any state or federal agency or governmental or regulatory authority other than those that have been obtained and remain in full force and effect.

The consolidated balance sheet of MMA (and its Subsidiaries) and the balance sheet of MuniMae TE Bond Subsidiary, LLC, as of each Statement Date, and the related statements of income, cash flows and changes in members’ equity for the fiscal period ended on each Statement Date, furnished to Lender, fairly present the consolidated financial condition of MMA (and its Subsidiaries) and MuniMae TE Bond Subsidiary, LLC, respectively, as at that Statement Date and the results of its operations for the fiscal period ended on that Statement Date. MMA and its Subsidiaries and MuniMae TE Bond Subsidiary, LLC, each had, on each Statement Date, no known material liabilities, direct or indirect, fixed or contingent, matured or unmatured, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, those financial statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of MMA or any Subsidiary except as previously disclosed to Lender in writing. Those consolidated financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. Since the Audited Statement Date, there has been no material adverse change in the business, operations, assets or financial condition of any MMA and its Subsidiaries, taken as a whole, nor is any Borrower aware of any state of facts that (with or without notice or lapse of time or both) would or could result in any such material adverse change.

There are no actions, claims, suits or proceedings pending or, to any Borrower’s knowledge, threatened or reasonably anticipated against or affecting MMA or any Subsidiary in any court or before any arbitrator or before any government commission, board, bureau or other administrative agency that, if adversely determined, may reasonably be expected to result in a material adverse change in the businesses, operations, assets or financial condition of MMA and its Subsidiaries, taken as a whole, or that would affect the validity or enforceability of this Agreement, the Warehousing Note or any other Loan Document.

No Borrower nor any Subsidiary of any Borrower is in violation of any provision of any law, or of any judgment, award, rule, regulation, order, decree, writ or injunction of any court or public regulatory body or authority that could result in a material adverse change in Borrowers’ businesses, operations, assets or financial condition as a whole or that would affect the validity or enforceability of this Agreement, the Warehousing Note or any other Loan Document.

Page 6-2

Dated: 5/23/2003
Amended: 6/11/2004

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, Borrower must:

Punctually pay or cause to be paid all Obligations, including the Obligations payable under this Agreement and under the Warehousing Note, in accordance with their terms.

Deliver to Lender:

Page 7-1

Dated: 5/23/2003
Amended: 6/11/2004

Page 7-2

Dated: 5/23/2003
Amended: 6/11/2004

Preserve and maintain the existence of each Borrower, as a limited liability company or a corporation, in good standing and all of their respective rights, privileges, licenses and franchises necessary or desirable in the normal conduct of Borrowers’ business, including their respective eligibility as lender, seller/servicer and issuer described under Section 9.1; except to the extent otherwise permitted pursuant to Section 8.2, conduct Borrowers’ business in an orderly and efficient manner; maintain a net worth of acceptable assets as required for maintaining Midland Mortgage’s eligibility as lender, seller/servicer and issuer described under Section 9.1; and make no material change in the nature or character of their business, taken as a whole.

Comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, a breach of which could result in a material adverse change in Borrowers’ business, operations, assets, or financial condition as a whole or on the enforceability of this Agreement, the Notes, any other Loan Document or any Collateral, except where contested in good faith and by appropriate proceedings.

Permit Lender or its authorized representatives (and, at the request of Lender, such request not to be unreasonably denied, to discuss the business, operations, assets and financial condition of Borrower and its Subsidiaries with MMA, MTEI and MMA Construction’s managers and other management officials, Midland Mortgage and MMA Capital’s officers and shareholders, and agents and employees, and to examine and make copies or extracts of Borrowers’ and their Subsidiaries’ books of account, all at such reasonable times and upon such reasonable notice as Lender may request. Provide its accountants with a copy of this Agreement promptly after its execution and authorize and instruct them to answer candidly all questions that the officers of Lender (or any Participant) or any authorized representatives may address to them in reference to the financial condition or affairs of MMA and its Subsidiaries. Borrower may have its representatives in attendance at any meetings held between the officers or other representatives of Lender (or any Participant) and Borrower’s accountants under this authorization. Permit Lender (or any Participant) or any authorized representatives access to Borrower’s premises and records for the purpose of conducting a review of Borrower’s general mortgage business methods, policies and procedures, auditing its loan files and reviewing the financial and operational aspects of Borrower’s business. Lender shall not, unless an Event of Default has occurred and is continuing, conduct more than one full business review under this Section per annum, but may conduct such collateral-related inspections as it determines, in its sole judgment, to be appropriate.

Page 7-3

Dated: 5/23/2003
Amended: 6/11/2004

Give prompt Notice to Lender of (a) any action, suit or proceeding instituted by or against any Borrower or any of its Subsidiaries in any federal or state court or before any commission or other regulatory body (federal, state or local, domestic or foreign), which action, suit or proceeding has at issue in excess of $1,000,000, or any such proceedings threatened against any Borrower or any of its Subsidiaries in writing containing the details of that action, suit or proceeding; (b) the filing, recording or assessment of any federal, state or local tax Lien against any Borrower, or any of its assets or any of its Subsidiaries; (c) an Event of Default; (d) a Default that continues for more than 4 days; (e) the suspension, revocation or termination of Midland Mortgage’s eligibility, in any respect, as lender, seller/servicer or issuer as described under Section 9.1; (f) the transfer, loss, nonrenewal or termination of any Servicing Contracts to which Borrower is a party, or which is held for the benefit of Borrower, and the reason for that transfer, loss, nonrenewal or termination if the aggregate principal balance of Mortgage Loans affected exceeds $30,000,000; (g) any Prohibited Transaction with respect to any Plan, specifying the nature of the Prohibited Transaction and what action Borrower proposes to take with respect to it; and (h) any other action, event or condition of any nature that could lead to or result in a material adverse change in the business, operations, assets or financial condition of Borrower or any of its Subsidiaries.

Pay, perform and discharge, or cause to be paid, performed and discharged, all of the obligations and indebtedness of Borrower and its Subsidiaries, all taxes, assessments and governmental charges or levies imposed upon Borrower or its Subsidiaries or upon their respective income, receipts or properties before those taxes, assessments and governmental charges or levies become past due, and all lawful claims for labor, materials and supplies or otherwise that, if unpaid, could become a Lien or charge upon any of their respective properties or assets. Borrower and its Subsidiaries are not required to pay, however, any taxes, assessments and governmental charges or levies or claims for labor, materials or supplies for which Borrower or its Subsidiaries have obtained an adequate bond or insurance or that are being contested in good faith and by proper proceedings that are being reasonably and diligently pursued and for which proper reserves have been created.

Maintain blanket bond coverage and errors and omissions insurance or mortgage impairment insurance, with such companies and in such amounts as satisfy prevailing requirements applicable to a lender, seller/servicer and issuer described under Section 9.1, and liability insurance and fire and other hazard insurance on its properties, in each case with responsible insurance companies acceptable to Lender, in such amounts and against such risks as is customarily carried by similar businesses operating in the same location. Copies of such policies must be furnished to Lender without charge upon request of Lender.

Indemnify and hold Lender harmless from and against any loss, including reasonable attorneys’ fees and costs, attributable to the failure of any title insurance company, agent or attorney to comply with Borrower’s disbursement or instruction letter relating to any Mortgage Loan. Lender has the right to pre-approve Borrower’s choice of title insurance company, agent or attorney and Borrower’s disbursement or instruction letter to them in any case in which Borrower intends to obtain a Warehousing Advance against the Mortgage Loan prior to Lender’s receipt of all required Collateral Documents.

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Dated: 5/23/2003
Amended: 6/11/2004

Cause any indebtedness of Borrower to any member, manager or Affiliate or any shareholder, director or officer of any manager, member or Affiliate of Borrower, which indebtedness has a term of more than 1 year or is in excess of $25,000, except in the case of Excluded Lines of Credit, to be subordinated to the Obligations by the execution and delivery to Lender of a Subordination of Debt Agreement, on the form prescribed by Lender, certified by the corporate secretary of Borrower to be true and complete and in full force and effect.

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. Exhibit F is a true and complete list of all such lines of credit or agreements as of the date of this Agreement. Any Borrower must give Lender Notice within 30 days after entering into any additional lines of credit or agreements with a facility amount of $25,000,000 or more.

Maintain (and, if applicable, cause each ERISA Affiliate to maintain) each Plan in compliance with all material applicable requirements of ERISA and of the Internal Revenue Code and with all applicable rulings and regulations issued under the provisions of ERISA and of the Internal Revenue Code, and not (and, if applicable, not permit any ERISA Affiliate to), (a) engage in any transaction in connection with which Borrower or any ERISA Affiliate would be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code, in either case in an amount exceeding $25,000 or (b) fail to make full payment when due of all amounts that, under the provisions of any Plan, Borrower or any ERISA Affiliate is required to pay as contributions to that Plan, or permit to exist any accumulated funding deficiency (as such term is defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code), whether or not waived, with respect to any Plan in an aggregate amount exceeding $25,000.

Use the proceeds of each Warehousing Advance solely for the purpose of funding or carrying Eligible Investments and against the pledge of those Eligible Investments as Collateral.

End of Article 7

Page 7-5

Dated: 5/23/2003
Amended: 6/11/2004

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

Assume, guarantee, endorse or otherwise become contingently liable for the obligation of any Person, except in the ordinary course of business in accordance with Borrower’s current practices and disclosed annually (a) in MMA’s annual 10-K statement, or (b) in a written Notice to Lender.

Pledge or grant a security interest in any existing or future Servicing Contracts of any Borrower other than to Lender, or omit to take any action required to keep all of Borrowers’ Servicing Contracts in full force and effect.

Except as permitted in the Subordination of Debt Agreement related thereto, pay any Subordinated Debt of Borrower in advance of its stated maturity or, after an Event of Default under this Agreement has occurred, make any payment of any kind on any Subordinated Debt of Borrower until all of the Obligations have been paid and performed in full and any applicable preference period has expired.

Take any action that would cause any Borrower to lose all or any part of its status as an eligible lender, seller/servicer or issuer as described under Section 9.1.

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Dated: 5/23/2003
Amended: 6/11/2004

Make, or permit any Subsidiary of any Borrower to make, any significant change in accounting treatment or reporting practices, except as required by GAAP.

Permit MMA’s Leverage Ratio at any time to exceed 6 to 1.

Permit MMA’s Tangible Net Worth at any time to be less than $325,000,000.

Permit MMA’s Modified Net Worth at any time to be less than $100,000,000.

Permit Borrowers’ ratio of CAD to Annual Debt Payments for any period of four consecutive fiscal quarters at any time to be less than 1.50 to 1.00.

Make any distributions to MMA’s Members common equity shareholders if an Event of Default exists or would occur as a result of the distribution.

Borrower will make no material amendment to the Underwriting Guidelines without the prior written consent of Lender, unless Borrower agrees to amend the Agreement in a manner satisfactory to Lender to modify the types of Eligible Investments and Servicing Contracts against which Advances may be outstanding hereunder to reflect such amendment.

End of Article 8

Page 8-2

Dated: 5/23/2003
Amended: 6/11/2004

Borrower represents and warrants to Lender, 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 Midland Mortgage is approved and qualified and in good standing as a lender, seller/servicer or issuer, as set forth below, and meets all requirements applicable to its status as:

Borrower represents and warrants to Lender, 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:

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Dated: 5/23/2003
Amended: 6/11/2004

Page 9-2

Dated: 5/23/2003
Amended: 6/11/2004

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, Borrower must:

Page 9-3

Dated: 5/23/2003
Amended: 6/11/2004

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

Borrower represents and warrants to Lender, 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

Page 9-4

Dated: 5/23/2003
Amended: 6/11/2004

Borrower has met the Fannie Mae DUS Program requirements for lender reserves for each Fannie Mae DUS Mortgage Loan to be funded by a Warehousing Advance.

Borrower represents and warrants to Lender, 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 at the time of any Warehousing Advance against a Special Fannie Mae Mortgage Loan:

Borrower represents and warrants to Lender, 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:

Page 9-5

Dated: 5/23/2003
Amended: 6/11/2004

End of Article 9

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Dated: 5/23/2003
Amended: 6/11/2004

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Dated: 5/23/2003
Amended: 6/11/2004

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Dated: 5/23/2003
Amended: 6/11/2004

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Dated: 5/23/2003
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Dated: 5/23/2003
Amended: 6/11/2004

10.3. Application of Proceeds

Lender may apply the proceeds of any sale, disposition or other enforcement of Lender’s Lien on all or any portion of the Collateral to the payment of the Obligations in the order Lender determines in its sole discretion. From and after the indefeasible payment to Lender of all of the Obligations, any remaining proceeds of the Collateral will be paid to Borrower, or to its successors or assigns, or as a court of competent jurisdiction may direct. If the proceeds of any sale, disposition or other enforcement of the Collateral are insufficient to cover the costs and expenses of that sale, disposition or other enforcement and payment in full of all Obligations, Borrower is liable for the deficiency.

10.4. Lender Appointed Attorney-in-Fact

Borrower appoints Lender its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this Agreement, the Warehousing Note and the other Loan Documents and taking any action and executing any instruments that Lender deems necessary or advisable to accomplish that purpose. Borrower’s appointment of Lender as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Lender may give notice of its Lien on the Collateral to any Person, either in Borrower’s name or in its own name, endorse all Pledged Investments or Pledged Securities payable to the order of Borrower, change or cause to be changed the book-entry registration or name of subscriber or Investor on any Pledged Security, prepare and submit for filing Uniform Commercial Code amendment statements with respect to any Uniform Commercial Code financing statements filed in connection with any item of Collateral or receive, endorse and collect all checks made payable to the order of Borrower representing payment on account of the principal of or interest on, or the proceeds of sale of, any of the Pledged Investments or Pledged Securities and give full discharge for those transactions.

Page 10-5

Dated: 5/23/2003
Amended: 6/11/2004

10.5. Right of Set-Off

If Borrower defaults in the payment of any Obligation or in the performance of any of its duties under the Loan Documents, Lender may, without Notice to or demand on Borrower (which Notice or demand Borrower expressly waives), set-off, appropriate or apply any property of Borrower held at any time by Lender, or any indebtedness at any time owed by Lender to or for the account of Borrower, against the Obligations, whether or not those Obligations have matured.

End of Article 10

Page 10-6

Dated: 5/23/2003
Amended: 6/11/2004

11. MISCELLANEOUS

11.1. Notices

Except where telephonic or facsimile notice is expressly authorized by this Agreement, all communications required or permitted to be given or made under this Agreement (“Notices”) must be in writing and must be sent by manual delivery, overnight courier or United States mail (postage prepaid), addressed as follows (or at such other address as may be designated by it in a Notice to the other):

All periods of Notice will be measured from the date of delivery if delivered manually or by facsimile, from the first Business Day after the date of sending if sent by overnight courier or from 4 days after the date of mailing if sent by United States mail, except that Notices to Lender under Article 2 and Section 3.3(e) shall be deemed to have been given only when actually received by Lender. Borrower authorizes Lender to accept Borrower’s Warehousing Advance Requests, shipping requests, wire transfer instructions and security delivery instructions transmitted to Lender by facsimile and those documents, when transmitted to Lender by facsimile have the same force and effect as the originals.

11.2. Reimbursement of Expenses; Indemnity

Borrower must: (a) pay Lender a document production fee in connection with the preparation and negotiation of this Agreement; (b) pay such additional documentation production fees as Lender may require and all out-of-pocket costs and expenses of Lender, including reasonable fees, service charges and disbursements of counsel to Lender (including allocated costs of internal counsel), in connection with the amendment, enforcement and administration of this Agreement, the Warehousing Note, and other Loan Documents, the making, repayment and payment of interest on the Warehousing Advances and the payment of all other Obligations under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any other holder of the Warehousing Note from and against, all present and future stamp, documentary and other similar taxes with respect to the foregoing matters and save Lender and any other holder of the Warehousing Note harmless from and against all liabilities with respect to or resulting from any delay or omission to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all of its Affiliates, officers, directors, employees or agents and any subsequent holder of the

Page 11-1

Dated: 5/23/2003
Amended: 6/11/2004

Warehousing Note (collectively called the “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) that may be imposed upon, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement, the Warehousing Note, or any other Loan Document or any of the transactions contemplated by this Agreement, the Warehousing Note and the other Loan Documents, including against all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of every kind or nature (including the reasonable fees and disbursements of counsel to the Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnitees have been designated as parties to such proceeding) arising from any breach of Sections 9.2(x) or 9.3(f) or the making of any Mortgage Loan in which any mortgagor, guarantor or other obligor is a Person named in any Restriction List and to whom the provision of financial services is prohibited or otherwise restricted by applicable law (“Indemnified Liabilities”), except that Borrower has no obligation under this Agreement with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower must contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The agreement of Borrower contained in this Article survives the expiration or termination of this Agreement and the payment in full of the Warehousing Note. Attorneys’ fees and disbursements incurred in enforcing, or on appeal from, a judgment under this Agreement are recoverable separately from and in addition to any other amount included in such judgment, and this clause is intended to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

11.3. Financial Information

All financial statements and reports furnished to Lender under this Agreement must be prepared in accordance with GAAP, applied on a basis consistent with that applied in preparing the financial statements as at the end of and for Borrower’s most recent fiscal year (except to the extent otherwise required to conform to good accounting practice).

11.4. Terms Binding Upon Successors; Survival of Representations

The terms and provisions of this Agreement are binding upon and inure to the benefit of Borrower, Lender and their respective successors and assigns. All of Borrower’s representations, warranties, covenants and agreements survive the making of any Warehousing Advance, and except where a longer period is set forth in this Agreement, remain effective for as long as the Warehousing Commitment is outstanding or there remain any Obligations to be paid or performed.

11.5. Assignment and Participations

This Agreement and the Obligations of Borrower may not be assigned by Borrower. Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, any Advances, together with its corresponding rights under this Agreement and the other Loan Documents, and further may sell participations in all or any part of any Advances or any other interest in the Obligations or any of its obligations under this Agreement to another Person. The rights of any such assignee or participant against Lender in respect of such assignment or participation are those set forth in the agreement executed by that Lender in favor of the assignee or participant

Page 11-2

Dated: 5/23/2003
Amended: 6/11/2004

relating thereto, but such assignee or participant shall not become a party to this Agreement. Lender shall remain solely responsible to Borrower for the performance of its obligations under the Loan Documents. Lender shall retain all voting rights with respect to the Note, the Advances hereunder and the Commitments. Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under the Loan Documents. Notwithstanding the foregoing, nothing contained herein shall in any manner or to any extent affect the right of Lender to assign its Notes and its right to receive and retain payments on its Notes provided Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement. Lender may furnish any information concerning Borrower in its possession from time to time to Affiliates and to assignees and participants (including prospective assignees and participants) and Borrower hereby consents to the provision of such information. Without limitation of the exclusive right of Lender to collect and enforce such Obligations, Borrower agrees that each disposition will give rise to a debtor-creditor relationship of Borrower to the assignee or participant, and Borrower authorizes each assignee or participant, upon the occurrence of an Event of Default, to proceed directly by right of setoff, banker’s lien, or otherwise, against any assets of Borrower which may be in the hands of such assignee or participant.

11.6. Amendments

Except as otherwise provided in this Agreement, this Agreement may not be amended, modified or supplemented unless the amendment, modification or supplement is set forth in writing signed by both Borrower and Lender.

11.7. Governing Law

This Agreement and the other Loan Documents are governed by the laws of the State of Minnesota, without reference to its principles of conflicts of laws.

11.8. Relationship of the Parties

This Agreement provides for the making and repayment of Warehousing Advances by Lender (in its capacity as a lender) and Borrower (in its capacity as a borrower), for the payment of interest on those Warehousing Advances and for the payment of certain fees by Borrower to Lender. The relationship between Lender and Borrower is limited to that of creditor and secured party on the part of Lender and of debtor on the part of Borrower. The provisions of this Agreement and the other Loan Documents for compliance with financial covenants and the delivery of financial statements and other operating reports are intended solely for the benefit of Lender to protect its interest as a creditor and secured party. Nothing in this Agreement creates or may be construed as permitting or obligating Lender to act as a financial or business advisor or consultant to Borrower, as permitting or obligating Lender to control Borrower or to conduct Borrower’s operations, as creating any fiduciary obligation on the part of Lender to Borrower, or as creating any joint venture, agency, partnership or other relationship between Lender and Borrower other than as explicitly and specifically stated in the Loan Documents. Borrower acknowledges that it has had the opportunity to obtain the advice of experienced counsel of its own choice in connection with the negotiation and execution of the Loan Documents and to obtain the advice of that counsel with respect to all matters contained in the Loan Documents, including the waivers of jury trial and of punitive, consequential, special or indirect damages contained in Sections 11.15 and 11.16, respectively. Borrower further acknowledges that it is experienced with respect to financial and credit matters and has made its own independent decisions to apply to Lender for credit and to execute and deliver this Agreement.

Page 11-3

Dated: 5/23/2003
Amended: 6/11/2004

11.9. Severability

If any provision of this Agreement is declared to be illegal or unenforceable in any respect, that provision is null and void and of no force and effect to the extent of the illegality or unenforceability, and does not affect the validity or enforceability of any other provision of the Agreement.

11.10. Consent to Credit References

Borrower consents to the disclosure of information regarding Borrower and its Subsidiaries and their relationships with Lender to Persons making credit inquiries to Lender. This consent is revocable by Borrower at any time upon Notice to Lender as provided in Section 11.1.

11.11. Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together constitute but one and the same instrument.

11.12. Headings/Captions

The captions or headings in this Agreement and the other Loan Documents are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Agreement or any other Loan Document.

11.13. Entire Agreement

This Agreement, the Warehousing Note and the other Loan Documents represent the final agreement among the parties with respect to their subject matter, and may not be contradicted by evidence of prior or contemporaneous oral agreements among the parties. There are no oral agreements among the parties with respect to the subject matter of this Agreement, the Warehousing Note and the other Loan Documents.

11.14. Consent to Jurisdiction

AT THE OPTION OF LENDER, THIS AGREEMENT, THE WAREHOUSING NOTE AND THE OTHER LOAN DOCUMENTS MAY BE ENFORCED IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF MINNESOTA. BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF THOSE COURTS, AND WAIVES ANY OBJECTION TO THE JURISDICTION OR VENUE OF THOSE COURTS, INCLUDING THE OBJECTION THAT VENUE IN THOSE COURTS IS NOT CONVENIENT. ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE COMMENCED AND INSTITUTED BY SERVICE OF PROCESS UPON BORROWER BY FIRST CLASS REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER AT ITS ADDRESS LAST KNOWN TO LENDER. BORROWER’S CONSENT AND AGREEMENT UNDER THIS SECTION DOES NOT AFFECT LENDER’S RIGHT TO ACCOMPLISH SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION OR COURT. IN THE EVENT BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, LENDER AT ITS OPTION MAY HAVE THE CASE TRANSFERRED TO A STATE OR FEDERAL COURT WITHIN THE STATE OF MINNESOTA OR, IF A TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, MAY HAVE BORROWER’S ACTION DISMISSED WITHOUT PREJUDICE.

Page 11-4

Dated: 5/23/2003
Amended: 6/11/2004

11.15. Waiver of Jury Trial

BORROWER AND LENDER EACH PROMISES AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND FULLY WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT NOW EXISTS OR ARISES AFTER THE DATE OF THIS AGREEMENT. THIS WAIVER OF THE RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO TRIAL BY JURY WOULD OTHERWISE APPLY. LENDER AND BORROWER ARE EACH AUTHORIZED AND DIRECTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES TO THIS AGREEMENT AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO TRIAL BY JURY. FURTHER, BORROWER AND LENDER EACH CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER PARTY, INCLUDING THE OTHER PARTY’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO ANY OF ITS REPRESENTATIVES OR AGENTS THAT THE OTHER PARTY WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

11.16. Waiver of Punitive, Consequential, Special or Indirect Damages

BORROWER WAIVES ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES FROM LENDER OR ANY OF LENDER’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY BORROWER AGAINST LENDER OR ANY OF LENDER’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES IS KNOWINGLY AND VOLUNTARILY GIVEN BY BORROWER, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES WOULD OTHERWISE APPLY. LENDER IS AUTHORIZED AND DIRECTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES TO THIS AGREEMENT AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES.

11.17. Confidentiality

Lender shall use reasonable efforts to assure that information about Borrower and its operations, affairs and financial condition, not generally disclosed to the public or to trade and other creditors, which is furnished to Lender pursuant to the provisions hereof is used only for the purposes of this Agreement and any other relationship between the Lender and Borrower and not divulged to any Person other than the Lender, its Affiliates and their respective officers, directors, employees and agents, except: (a) to their attorneys and accountants, (b) in connection with the enforcement of the rights of Lender hereunder and under the other Loan Documents or otherwise in connection with applicable litigation, (c) in connection with assignments and participations and the solicitation of prospective assignees and participants referred to in Section 11.5 (provided such assignees, participants and prospecting assignees and participants agree to be bound by this Section 11.17) and (d) as may otherwise be required or requested by any regulatory authority having jurisdiction over Lender or by any applicable law, rule, regulation or judicial process, the opinion of Lender’s counsel concerning the making of such disclosure to be binding on the parties hereto.

Page 11-5

Dated: 5/23/2003
Amended: 6/11/2004

End of Article 11

Page 11-6

Dated: 5/23/2003
Amended: 6/11/2004

     12. DEFINITIONS

     12.1. Defined Terms

Page 12-1

Dated: 5/23/2003
Amended: 6/11/2004

“Appraised Property Value” means with respect to an interest in real property, the then current fair market value of the real property and any improvements on it as of recent date determined in accordance with Title XI of FIRREA by a qualified appraiser who is a member of the American Institute of Real Estate Appraisers or other group of professional appraisers.

“Approved Custodian” means a pool custodian or other Person that Lender 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.

“Audited Statement Date” means the date of Borrower’s most recent audited financial statements (and, if applicable, Borrower’s Subsidiaries, on a consolidated basis) delivered to Lender under this Agreement.

“Balance Funded Portion” has the meaning set forth in Section 3.1(c).

“Balance Funded Rate” means, for any Warehousing Advance, the Balance Funded Rate specified for that Warehousing Advance in Exhibit H.

“Balance Funding Credit” has the meaning set forth in Section 3.1(c).

“Bank One” means Bank One, National Association, or any successor bank.

“Bank One Prime Rate” means, as of any date of determination, the highest prime rate quoted by Bank One and most recently published by Bloomberg L.P. If the prime rate for Bank One is not quoted or published for any period, then during that period the term “Bank One Prime Rate” means the highest prime rate published in the most recent edition of The Wall Street Journal in its regular column entitled “Money Rates.”

“Borrower” has the meaning set forth in the first paragraph of this Agreement.

“Bridge Loan Approval Request” has the meaning set forth in Section 2.2.

“Bridge Mortgage Loan” has the meaning set forth in Exhibit H.

“Builder Loan” has the meaning set forth in Exhibit H.

“Business Day” means any day other than Saturday, Sunday or any other day on which national banking associations are closed for business.

“Buydown” has the meaning set forth in Section 3.6.

“CAD” means for any Person for any period of determination, the consolidated net income or loss of a Person for such period, determined in accordance with GAAP, plus the sum of (a) aggregate unrealized losses and amounts reflecting valuation impairments or allowances, in each case arising out of marking to market the value of bonds and derivative instruments held by such Person and its subsidiaries and in each case as described in, and valued in accordance with, FAS 140, (b) extraordinary losses, (c) fees earned in connection with the origination of investments, which fees are required to be capitalized for such period under GAAP, less the aggregate amount of such fees previously so capitalized but accreted into income for such period; (d) interest expense on all Debt and the amount of any dividends paid in respect of preferred stock that must be deducted as an expense pursuant to FAS 150, and (e) amortization, including, without limitation, amortization of goodwill and other intangible assets, less the sum of (i) deferred tax benefits (or expenses) recognized under GAAP but not in determining CAD, (ii)

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Dated: 5/23/2003
Amended: 6/11/2004

non-cash revenue, including, without limitation, revenue described in FAS 140, (iii) aggregate unrealized gains and other amounts reflecting increased valuations, in each case arising out of marking to market the value of bonds and derivative instruments held by such Person and its Subsidiaries and in each case as described in, and valued in accordance with FAS 140, (iv) any special distributions made to the equity holders of such Person, other than preferred dividends paid by MuniMae TE Bond Subsidiary, LLC, (v) extraordinary income or gains, and (vi) all other non-recurring income, including, without limitation, (1) revenues or proceeds received upon the sale or other disposition of assets that relate to discontinued operations of such Person and its Subsidiaries, or (2) premiums received upon prepayment or repayment of bonds or other debentures held by such Person and its Subsidiaries.

“Calendar Quarter” means the 3 month period beginning on each January 1, April 1, July 1 or October 1.

“Cash Collateral Account” means a demand deposit account maintained at the Funding Bank in Lender’s name and designated for receipt of the proceeds of the sale or other disposition of Collateral.

“Closing Date” has the meaning set forth in the Recitals to this Agreement.

“Collateral” has the meaning set forth in Section 4.1.

“Collateral Documents” means, with respect to each Mortgage Loan, (a) the Mortgage Note, the Mortgage and all other documents including, if applicable, any Security Agreement, 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, documents evidencing the FHA Commitment to Insure, or private mortgage insurance, the appraisal, the environmental assessment, the engineering report, certificates of casualty or hazard insurance, credit information on the maker of the Mortgage Note; (c) any other document listed in Exhibit B; and (d) 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.

“Committed Purchase Price” means for an Eligible Investment (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 the Purchase Commitment for the Eligible Investment, or (b) if the Eligible Investment is to be used to back an Agency Security, an amount equal to the product of the Mortgage Note Amount multiplied by the price (expressed as a percentage) as set forth in the Purchase Commitment for the Agency Security.

“Compliance Certificate” means a certificate executed on behalf of Borrower by its manager having principal financial accounting responsibilities, substantially in the form of Exhibit E.

“Debt” means (a) all indebtedness or other obligations of a Person (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) that, in accordance with GAAP, would be included in determining total liabilities as shown on the liabilities side of a balance sheet of that Person on the date of determination, plus (b) all indebtedness or other obligations of that Person (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) for borrowed money or for the deferred purchase price of property or services. For purposes of calculating a Person’s Debt, Fannie Mae Loan Loss Reserves and Subordinated Debt not due within 1 year of that date may be excluded from that Person’s indebtedness.

“Default” means the occurrence of any event or existence of any condition that, but for the giving of Notice or the lapse of time, would constitute an Event of Default.

Page 12-3

Dated: 5/23/2003
Amended: 6/11/2004

“Default Rate” means, for any Warehousing Advance, the Interest Rate applicable to that Warehousing Advance plus 4% per annum. If no Interest Rate is applicable to a Warehousing Advance, “Default Rate” means, for that Warehousing Advance, the highest Interest Rate then applicable to any outstanding Warehousing Advance plus 4% per annum.

“Depository Benefit” means the compensation received by Lender, directly or indirectly, as a result of Borrower’s maintenance of Eligible Balances with a Designated Bank.

“Designated Bank” means any bank designated by Lender as a Designated Bank, but only for as long as Lender has an agreement under which Lender receives Depository Benefits from that bank.

“Designated Bank Charges” means any fees, interest or other charges that would otherwise be payable to a Designated Bank in connection with Eligible Balances maintained at the Designated Bank, including deposit insurance premiums, service charges and any other charges that may be imposed by governmental authorities from time to time.

“Designated Loans” has the meaning set forth in Section 4.3.

“Earnings Allowance” has the meaning set forth in Section 3.1(b).

“Earnings Credit” has the meaning set forth in Section 3.1(b).

“Eligible Balances” means all funds of or maintained by Borrower (and, if applicable, Borrower’s Subsidiaries) in demand deposit or time deposit accounts at a Designated Bank, minus balances to support float, reserve requirements and any other reductions that may be imposed by governmental authorities from time to time.

“Eligible Investment” means a Mortgage Loan, Municipal Bond or Builder Loan that satisfies the conditions and requirements set forth in Exhibit H.

“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 Lender.

“Equity Interests” means all shares, interests, participations or other equivalents, however, designated, of or in a Person (other than a natural person), whether or not voting, including common stock, membership interests, warrants, preferred stock, convertible debentures and all agreements, instruments and documents convertible, in whole or in part, into any one or more of the foregoing.

“Equity Investment” means any investment that a shareholder, partner or member of a Mortgage Borrower is required to make in the Mortgage Borrower pursuant to any applicable agreement providing for such investment.

“ERISA” means the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is a member of a group of which Borrower is a member and that is treated as a single employer under Section 414 of the Internal Revenue Code.

“Event of Default” means any of the conditions or events set forth in Section 10.1.

Page 12-4

Dated: 5/23/2003
Amended: 6/11/2004

“Excess Buydown” has the meaning set forth in Section 3.4.

“Exchange Act” means the Securities Exchange Act of 1934 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.

“Exhibit A” means  Exhibit A, Exhibit A-MF/BR, Exhibit A-TL, Exhibit A-Bonds, as applicable to the type of Eligible Investment against which an Advance is to be made.

“Exhibit B” means Exhibit B-MF, Exhibit B/FHA, Exhibit B/SFNMA, Exhibit B-Bonds, as applicable to the type of Eligible Investment against which a Warehousing Advance is to be made.

“Excluded Lines of Credit” means lines of credit extended to one or more Borrowers by Affiliates and designated as “Excluded Lines of Credit” on Exhibit F.

“Fair Market Value” means, at any time for an Eligible Investment as of any date of determination, (a) the Committed Purchase Price if the Eligible Investment is a Mortgage Loan covered by a Purchase Commitment from Fannie Mae or Freddie Mac or the Eligible Investment is a Mortgage Loan to be exchanged for an Agency Security and that Agency Security is covered by a Purchase Commitment from an Investor, (b) the least of the marked-to-market value, adjusted to reflect changes in interest rates since the most recent report, the outstanding principal balance or the Appraised Property Value of the related premises, if the Eligible Investment is a Municipal Bond, or (c) otherwise, the market price for such Eligible Investment, determined by Lender based on market data for similar Mortgage Loans, Municipal Bonds or Builder Loans and such other criteria as Lender deems appropriate in its sole discretion.

“Fannie Mae” means Fannie Mae, a corporation created under the laws of the United States, and any successor corporation or other entity.

“Fannie Mae Agreements” has the meaning set forth in Section 4.3.

“Fannie Mae DUS Mortgage Loan” has the meaning specified in Exhibit H.

“Fannie Mae DUS Program” means Fannie Mae’s program for the purchase of Mortgage Loans originated under Fannie Mae’s Delegrated Underwriting and Servicing Guide.

“Fannie Mae Loan Loss Reserves” means reserves established by Borrower to absorb estimated future losses related to Fannie Mae DUS Mortgage Loans.

“Fannie Mae Servicing Contracts” has the meaning set forth in Section 4.3.

“FAS” means a Financial Accounting Standard as published by the Financial Accounting Standards Board.

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

“FHA Construction Mortgage Loan” has the meaning set forth in Exhibit H.

“FHA Mortgage Loan” means an FHA-insured Mortgage Loan included in the Pledged Investments.

“FHA Project Mortgage Loan” has the meaning set forth in Exhibit H.

“FICA” means the Federal Insurance Contributions Act and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules and regulations.

Page 12-5

Dated: 5/23/2003
Amended: 6/11/2004

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.

“First Mortgage” means a Mortgage that constitutes a first Lien on the real property and improvements described in or covered by that Mortgage.

“First Mortgage Loan” means a Mortgage Loan secured by a First Mortgage.

“Freddie Mac” means Freddie Mac, a corporation created under the laws of the United States, and any successor corporation or other entity.

“Freddie Mac Mortgage Loan” has the meaning set forth in Exhibit H.

“Funding Bank” means Bank One or any other bank designated by Lender as a Funding Bank.

“Funding Bank Agreement” means a letter agreement on the form prescribed by Lender between the Funding Bank and Borrower authorizing Lender’s access to the Operating Account.

“GAAP” means generally accepted accounting principles set forth in opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and in statements and pronouncements of the Financial Accounting Standards Board, or in opinions, statements or pronouncements of any other entity approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“Ginnie Mae” means the Government National Mortgage Association, an agency of the United States government, and any successor agency or other entity.

“Health Care Facility” means a retirement service center, a board and care facility, an intermediate care facility, a nursing home or a hospital.

“Hedging Arrangements” means, with respect to any Person, any agreements or other arrangements (including interest rate swap agreements, interest rate cap agreements and forward sale agreements) entered into to protect that Person against changes in interest rates or the market value of assets.

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

“Indemnified Liabilities” has the meaning set forth in Section 11.2.

“Indemnitees” has the meaning set forth in Section 11.2

“Index Rate” means, for any Warehousing Advance other than a Warehousing Advance for which interest is calculated by reference to the greater of LIBOR or 2.25%, the Interest Rate specified for that Warehousing Advance in Exhibit H. For Warehousing Advances for which interest is calculated by reference to the greater of LIBOR or 2.25%, Index Rate means LIBOR plus the applicable margin specified in Exhibit H.

“Interest Rate” means, for any Warehousing Advance, the floating rate of interest specified for that Warehousing Advance in Exhibit H.

Page 12-6

Dated: 5/23/2003
Amended: 6/11/2004

“Interim Statement Date” means the date of the most recent unaudited financial statements of Borrower (and, if applicable, Borrower’s Subsidiaries, on a consolidated basis) delivered to Lender under this Agreement.

“Internal Revenue Code” means the Internal Revenue Code of 1986, Title 26 of the United States Code, and all rules, regulations and interpretations issued under those statutory provisions, as amended, and any subsequent or successor federal income tax law or laws, rules, regulations and interpretations.

“Investment Company Act” means the Investment Company Act of 1940 and all rules and regulations promulgated under that statute, as amended, and any successor statute, rules, and regulations.

“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 Investments.

“Lender” has the meaning set forth in the first paragraph of this Agreement.

“Leverage Ratio” means the ratio of a Person’s consolidated Debt to Tangible Net Worth. For purposes of calculating a Person’s Leverage Ratio, Debt arising under Hedging Arrangements, to the extent of assets arising under those Hedging Arrangements, may be excluded from that Person’s Debt.

“LIBOR” means, for each week, the rate of interest per annum that is equal to the arithmetic mean of the U.S. Dollar London Interbank Offered Rates for 1 month periods of certain U.S. banks as of 11:00 a.m. (London time) on the first Business Day of each week on which the London Interbank market is open, as published by Bloomberg L.P. If those interest rates are not offered or published for any period, then during that period LIBOR means the London Interbank Offered Rate for 1 month periods as published in The Wall Street Journal in its regular column entitled “Money Rates” on the first Business Day of each week on which the London Interbank market is open.

“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).

“Loan Documents” means this Agreement, the Warehousing Note, any agreement of Borrower relating to Subordinated Debt, and each other document, instrument or agreement executed by Borrower in connection with any of those documents, instruments and agreements, as originally executed or as any of the same may be amended, restated, renewed or replaced.

“Loan Package Fee” has the meaning set forth in Section 3.5.

“Loan-to-Value Ratio” means, for any Mortgage Loan, the ratio of (a) the maximum amount that may be borrowed under the Mortgage Loan (whether or not borrowed) at the time of origination, plus the Mortgage Note Amounts of all other Mortgage Loans secured by senior or pari passu Liens on the related Property, to (b) the Appraised Property Value of the related Property.

“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System, as amended.

“Master Credit Facility Agreement” means any agreement between Borrower and one or more mortgagors and (if applicable) other obligors described on Exhibit I (as amended in accordance

Page 12-7

Dated: 5/23/2003
Amended: 6/11/2004

with Section 5.3, under which Borrower makes Special Fannie Mae Mortgage Loans to those mortgagors and other obligors secured by Mortgages on Multifamily Properties, as long as Fannie Mae has agreed, on terms satisfactory to Lender, to issue an Agency Security in exchange for a 100% participation in each Special Fannie Mae Mortgage Loan.

“Miscellaneous Fees and Charges” means the miscellaneous fees set forth on Lender’s fee schedule attached as Exhibit I and all miscellaneous disbursements, charges and expenses incurred by or on behalf of Lender for the handling and administration of Warehousing Advances and Collateral, including costs for Uniform Commercial Code, tax lien and judgment searches conducted by Lender, filing fees, charges for wire transfers and check processing charges, charges for security delivery fees, charges for overnight delivery of Collateral to Investors, recording fees, Funding Bank service fees and overdraft charges and Designated Bank Charges. Upon not less than 3 Business Days’ prior Notice to Borrower, Lender may modify Exhibit I and the fees set forth in it to conform to current Lender practices and, as so modified, the revised Exhibit I will become part of this Agreement.

“Modified Net Worth” means MMA’s Tangible Net Worth less the amount of MMA’s net investment in MuniMae TE Bond Subsidiary LLC.

“Mortgage” means a mortgage or deed of trust on real property that, except in the case of an FHA Construction Mortgage Loan, is improved and substantially completed.

“Mortgage-backed Securities” means securities that are secured or otherwise backed by Mortgage Loans.

“Mortgage Borrower” means a borrower of a Mortgage Loan.

“Mortgage Loan” means any loan evidenced by a Mortgage Note and secured by a Mortgage and, if applicable, a Security Agreement.

“Mortgage Note” means a promissory note secured by one or more Mortgages and, if applicable, one or more Security Agreements.

“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 Investments on the basis of which a Mortgage-backed Security is to be issued.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001 (a)(3) of ERISA, to which either Borrower or any ERISA Affiliate of Borrower has any obligation with respect to its employees.

“Multifamily Property” means real property that contains or that will contain more than 4 dwelling units.

“Municipal Bonds” has the meaning set forth in Exhibit H.

“Non-Agency Mortgage Loan” has the meaning set forth in Exhibit H.

“Non-Usage Fee” has the meaning set forth in Section 3.4.

“Notices” has the meaning set forth in Section 11.1.

Page 12-8

Dated: 5/23/2003
Amended: 6/11/2004

“Obligations” means all indebtedness, obligations and liabilities of Borrower to Lender and Lender’s Subsidiaries (whether now existing or arising after the date of this Agreement, voluntary or involuntary, joint or several, direct or indirect, absolute or contingent, liquidated or unliquidated, or decreased or extinguished and later increased and however created or incurred), including Borrower’s obligations and liabilities to Lender under the Loan Documents and disbursements made by Lender for Borrower’s account.

“Operating Account” means a demand deposit account maintained at the Funding Bank in Borrower’s name and designated for funding that portion of each Eligible Investment not funded by a Warehousing Advance made against that Eligible Investment and for returning any excess payment from an Investor for a Pledged Investment or Pledged Security.

“Other Fannie Mae Mortgage Loan” has the meaning set forth in Exhibit H.

“Overdraft Advance” has the meaning set forth in Section 3.7.

“Parent” means Midland Financial Holdings, Inc..

“Participant” has the meaning set forth in Section 11.5.

“Person” means and includes natural persons, corporations, limited liability companies, limited liability partnerships, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions of those governments.

“Plan” means each employee benefit plan (whether in existence on the date of this Agreement or established after that date), as that term is defined in Section 3 of ERISA, maintained for the benefit of directors, officers or employees of Borrower or any ERISA Affiliate.

“Pledged Assets” means, collectively, Pledged Investments, Pledged Securities, Pledged Servicing Acquisition/Disposition Agreements, Pledged Servicing Contracts and Pledged Servicing Payments.

“Pledged Hedging Accounts” has the meaning set forth in Section 4.1 (j).

“Pledged Hedging Arrangements” has the meaning set forth in Section 4.1 (j).

“Pledged Investments” has the meaning set forth in Section 4.1 (b).

“Pledged Securities” has the meaning set forth in Section 4.1 (c).

“Pledged Servicing Acquisition/Disposition Agreements” has the meaning set forth in Section 4.1 (g).

“Pledged Servicing Contracts” has the meaning set forth in Section 4.1(e).

“Pledged Servicing Payments” has the meaning set forth in Section 4.1(f).

“Prohibited Transaction” has the meanings set forth for such term in Section 4975 of the Internal Revenue Code and Section 406 of ERISA.

“Property” means a Multifamily Property or Health Care Facility securing a Mortgage Loan.

Page 12-9

Dated: 5/23/2003
Amended: 6/11/2004

“Purchase Commitment” means a written commitment, in form and substance satisfactory to Lender, issued in favor of Borrower by an Investor under which that Investor commits to purchase Mortgage Loans or Mortgage-backed Securities.

“Rating Agency” means any nationally recognized statistical rating organization that in the ordinary course of its business rates Mortgage-backed Securities.

“Refinancing Loan” means a permanent Mortgage Loan or other financing originated by Borrower to refinance one or more Pledged Investments.

“Release Amount” has the meaning set forth in Section 4.3(f).

“Remainder” has the meaning set forth in Section 3.1(c).

“Restriction List” and “Restriction Lists” means each and every list of Persons to whom the Government of the United States prohibits or otherwise restricts the provision of financial services. For the purposes of this Agreement, Restriction Lists include the list of Specifically Designated Nationals and Blocked Persons established pursuant to Executive Order 13224 (September 23, 2001) and maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury, current as of the day the Restriction List is used for purposes of comparison in accordance with the requirements of this Agreement.

“Second Mortgage” means a Mortgage that constitutes a second Lien on the real property and improvements described in or covered by that Mortgage.

“Second Mortgage Loan” means a Mortgage Loan secured by a Second Mortgage.

“Security Agreement” means a security agreement or other agreement that creates a Lien on personal property, including furniture, fixtures and equipment, to secure repayment of a Mortgage Loan.

“Servicing Acquisition” means a transaction in which Borrower acquires Fannie Mae DUS Servicing Contracts or Ginnie Mae Servicing Contracts in a bulk purchase.

“Servicing Acquisition Documents” means, with respect to any Servicing Acquisition, the Servicing Purchase Agreement and all agreements, documents and instruments executed and delivered in connection with the Servicing Acquisition.

“Servicing Collateral” means the Collateral described in Section 4.1 (e), and all Collateral described in Sections 4.1(f) and 4.1(g) that constitutes proceeds of or is related to that Collateral.

“Servicing Contract” means, with respect to any Person, the arrangement, whether or not in writing, under which that Person has the right to service Mortgage Loans.

“Servicing Portfolio” means, as to any Person, the unpaid principal balance of Mortgage Loans serviced by that Person under Servicing Contracts, minus the principal balance of all Mortgage Loans that are serviced by that Person for others under subservicing arrangements.

“Servicing Portfolio Report” has the meaning set forth in Section 7.3(a).

“Servicing Purchase Agreement” means the principal agreement or agreements pursuant to which Borrower makes any Servicing Acquisition.

Page 12-10

Dated: 5/23/2003
Amended: 6/11/2004

“Shipped Period” means the maximum number of days specified in Exhibit H during which a Warehousing Advance may remain outstanding against a Pledged Investment that has been sent to (a) an Investor or a custodian for an Investor for examination and purchase under a Purchase Commitment, (b) an Approved Custodian for examination and inclusion in an Eligible Mortgage Pool or (c) a pool custodian for examination and inclusion in a Mortgage Pool.

“Special Fannie Mae Bailee Agreement” means an agreement among Borrower, Lender and Fannie Mae, on the form prescribed by Lender, with respect to Lender’s security interest in Borrower’s interest in one or more Mortgage Notes evidencing a Special Fannie Mae Mortgage Loan.

“Special Fannie Mae Mortgage Loan” has the meaning set forth in Exhibit H.

“Special Fannie Mae Pool Purchase Contract” means an agreement, on terms satisfactory to Lender, under which Fannie Mae agrees to purchase a 100% participation in Special Fannie Mae Mortgage Loans in exchange for Agency Securities.

“Statement Date” means the Audited Statement Date or the Interim Statement Date, as applicable.

“Sublimit” means the aggregate amount of Warehousing Advances (expressed as a dollar amount or as a percentage of the Warehousing Commitment Amount) that is permitted to be outstanding at any one time against a specific type of Eligible Investment.

“Subordinated Debt” means (a) all indebtedness of Borrower for borrowed money that is effectively subordinated in right of payment to all present and future Obligations either (1) under a Subordination of Debt Agreement on the form prescribed by Lender or (2) otherwise on terms acceptable to Lender, and (b) solely for purposes of Section 8.4, all indebtedness of Borrower that is required to be subordinated by Sections 5.1 (b) and 7.11.

“Subordinate Mortgage” means a Mortgage that constitutes a second, third or fourth Lien on the real property and improvements described in or covered by that Mortgage.

“Subordinate Mortgage Loan” means a Mortgage Loan secured by a Subordinate Mortgage and (a) in the case of Fannie Mae DUS Mortgage Loans or Other Fannie Mae Mortgage Loans, for which all prior Mortgage Loans on that Property have been sold to, or are subject to a Purchase Commitment issued by, Fannie Mae and (b) in the case of Freddie Mac Mortgage Loans, for which all prior Mortgage Loans on that Property have been sold to, or are subject to a Purchase Commitment issued by, Freddie Mac.

“Subsidiary” means any corporation, partnership, association or other business entity in which more than 50% of the shares of stock or other ownership interests having voting power for the election of directors, managers, trustees or other Persons performing similar functions is at the time owned or controlled by any Person either directly or indirectly through one or more Subsidiaries of that Person.

“Takeout Commitment” means, with respect to any Pledged Investment, (a) a Purchase Commitment, (b) a commitment from a lender, and in form and substance, satisfactory to Lender, to make a Refinancing Loan, or (c) a forward commitment for the purchase or permanent financing from an Investor or investment bank, and in form and substance, satisfactory to Lender.

“Tangible Net Worth” means the excess of a Person’s (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) total assets over total liabilities as of the date of determination, each determined in accordance with GAAP applied in a manner consistent with

Page 12-11

Dated: 5/23/2003
Amended: 6/11/2004

the financial statements referred to in Section 5.1 (a)(6), plus Fannie Mae Loan Loss Reserves and that portion of Subordinated Debt not due within 1 year of that date. For purposes of calculating a Person’s Tangible Net Worth, advances or loans to managers, members, employees or Affiliates, investments in Affiliates other than consolidated Subsidiaries, assets pledged to secure any liabilities not included in the Debt of that Person, 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 the “Consolidated Audit Guide for Audits of HUD Programs,” and other assets Lender deems unacceptable, in its sole discretion, must be excluded from that Person’s total assets.

“Third Party Originated Asset” means a Mortgage Loan, Municipal Bond or Builder Loan originated and funded by a third party (other than with funds provided by Borrower at closing to purchase the Mortgage Loan, Municipal Bond or Builder Loan) and subsequently purchased by 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 Borrower for correction or completion.

“Underwriting Fee” has the meaning set forth in Exhibit H.

“Underwriting Guidelines” means Borrower’s policies and procedures for underwriting Mortgage Loans and Municipal Bonds secured by Multifamily Properties, Health Care Facilities, Commercial Properties, Mobile Home Parks or Seniors Housing, and Builder Loans, as in effect on the date of this Agreement, a copy of which has been provided to and approved by Lender, as the same may be modified from time to time in accordance with this Agreement.

“Unused Portion” has the meaning set forth in Section 3.4.

“Used Portion” has the meaning set forth in Section 3.4.

“Warehouse Period” means, for any Eligible Loan, the maximum number of days a Warehousing Advance against that type of Eligible Loan may remain outstanding as set forth in Exhibit H.

“Warehousing Advance” means a disbursement by Lender under Section 1.1.

“Warehousing Advance Request” has the meaning set forth in Section 2.1.

“Warehousing Collateral Value” means, as of any date of determination, (a) with respect to any Eligible Investment, the lesser of (1) the amount of any Warehousing Advance made, or that could be made, against such Eligible Investment under Exhibit H or (2) an amount equal to the Advance Rate for the applicable type of Eligible Investment multiplied by the Fair Market Value of such Eligible Investment; (b) if Eligible Investments have been exchanged for Agency Securities, the lesser of (1) the amount of any Warehousing Advances outstanding against the Eligible Investments backing the Agency Securities or (2) an amount equal to the Advance Rates for the applicable types of Eligible Investments backing the Agency Securities multiplied by the Fair Market Value of the Agency Securities; and (c) with respect to cash, the amount of the cash.

“Warehousing Commitment” means the obligation of Lender to make Warehousing Advances to Borrower under Section 1.1.

“Warehousing Commitment Amount” means $200,000,000.

“Warehousing Commitment Termination Date” has the meaning set forth in Section 1.2.

Page 12-12

Dated: 5/23/2003
Amended: 6/11/2004

“Warehousing Maturity Date” means the earlier of (a) the date 6 months after the Warehousing Commitment Termination Date, or (b) the date the Warehousing Advances become due and payable under Section 10.2.

“Warehousing Note” has the meaning set forth in Section 1.3.

“Wire Disbursement Account” means a demand deposit account maintained at the Funding Bank in Lender’s name for clearing wire transfers requested by Borrower to fund Warehousing Advances.

End of Article 12

Page 12-13

Dated: 5/23/2003
Amended: 6/11/2004

FOURTH AMENDMENT TO WAREHOUSING CREDIT AND
SECURITY AGREEMENT

FOURTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of June 11, 2004, between MUNICIPAL MORTGAGE & EQUITY, LLC, a Delaware limited liability company (“MMA”). MUNIMAE TEI HOLDINGS, LLC, a Maryland limited liability company (“MTEI”). MIDLAND MORTGAGE INVESTMENT CORPORATION, a Florida corporation (“Midland Mortgage”), MMA CONSTRUCTION FINANCE, LLC fka MUNIMAE MIDLAND CONSTRUCTION FINANCE, LLC, a Maryland limited liability company (“MMA Construction”), and MMA CAPITAL CORPORATION, a Michigan corporation f/k/a MIDLAND CAPITAL CORPORATION (“MMA Capital”) (MMA, MTEI, Midland Mortgage, MMA Construction and MMA Capital, collectively, “Borrower”) and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).

NOW, THEREFORE, the parties to this Amendment agree as follows:

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IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be duly executed on their behalf by their duly authorized officers as of the day and year above written.

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