BACK-UP GUARANTY AGREEMENT

EXECUTION VERSION

BACK–UP GUARANTY AGREEMENT

THIS BACK–UP GUARANTY AGREEMENT (as amended, modified, waived, supplemented, extended, restated or replaced from time to time, this “Guaranty”), is made as of the 13th day of November, 2006, by MUNICIPAL MORTGAGE & EQUITY, LLC , a Delaware limited liability company (together with its successors and permitted assigns and any other Person that becomes a limited guarantor under this Guaranty, the “Parent Guarantor”), for the benefit of WACHOVIA CAPITAL MARKETS, LLC , a Delaware limited liability company, as the deal agent (together with its successors and assigns, the “Deal Agent”), VARIABLE FUNDING CAPITAL COMPANY LLC , a Delaware limited liability company, as the purchaser (together with its successors and assigns, the “Purchaser”), and the other Secured Parties under the Repurchase Agreement (defined below) (together with their successors and assigns, the “Secured Parties”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Repurchase Agreement (defined below).

RECITALS:

WHEREAS , under and subject to the terms of the Master Repurchase Agreement (including the annexes, schedules and exhibits thereto), dated as of November 13, 2006 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”), among MMA Realty Capital Repurchase Subsidiary, LLC, as the seller (together with its successors and permitted assigns and any other Person that becomes a seller under the Repurchase Agreement, the “Seller”), the Purchaser, as the purchaser, the Deal Agent, as the deal agent, MMA Realty Capital, LLC, a Maryland limited liability company, as the limited guarantor, and the Parent Guarantor, as the parent, the Seller may sell and the Purchaser may purchase certain Eligible Assets with a simultaneous agreement by such Seller to repurchase those assets;

WHEREAS , the Seller and the Limited Guarantor are indirect Subsidiaries of the Parent Guarantor;

WHEREAS , the Parent Guarantor will benefit directly or indirectly from the transactions contemplated under the Repurchase Agreement and other Repurchase Documents; and

WHEREAS , the Deal Agent, the Purchaser and the other Secured Parties are unwilling to enter into the Repurchase Documents or the transactions contemplated thereby without the benefit of this Guaranty.

NOW, THEREFORE , based upon the foregoing Recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parent Guarantor, intending to be legally bound, hereby agrees as follows:

1. Guaranty of Payment and Performance.

Subject to the terms of this Section 1, the Parent Guarantor hereby absolutely, primarily, unconditionally and irrevocably guarantees, as primary obligor and as guarantor of payment and performance and not merely as surety or guarantor of collection, to the Deal Agent, the Purchaser and the other Secured Parties the payment when due (whether on demand or by maturity, acceleration or otherwise) of the Guarantee Liabilities (however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several and whether now or hereafter existing or due or to become due) in the event any such Guarantee Liabilities are, for any reason whatsoever, not paid when due (whether on demand or by maturity, acceleration or otherwise) under the Limited Guaranty. The term “Guarantee Liabilities” shall have the meaning given to such term in the Limited Guaranty. Notwithstanding any provision to the contrary contained herein or in any of the other Repurchase Documents, the obligations of the Parent Guarantor (if more than one) hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any Applicable Law of any state.

2. Release of Collateral, Parties Liable, etc.

The Parent Guarantor agrees that (a) any or all of the Purchased Items, the Pledged Collateral and other collateral, security and Property now or hereafter held for the Guaranty or the Guarantee Liabilities may be exchanged, released, terminated, modified, sold, assigned, participated, pledged, compromised, surrendered or otherwise transferred or disposed of from time to time; (b) except as expressly set forth in the Repurchase Documents, the Deal Agent, the Purchaser and the other Secured Parties shall have no obligation to protect, perfect, secure or insure any Purchased Item, the Pledged Collateral or any collateral, security, Property, Liens, interests or encumbrances now or hereafter held for the Guaranty or the Guarantee Liabilities or the Properties subject thereto; (c) the time, place, manner or terms of payment of the Guarantee Liabilities may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Seller, the Pledgor, the Limited Guarantor, the Parent, the other Repurchase Parties and other Persons may be granted indulgences generally; (e) any of the provisions of the Repurchase Agreement and the other Repurchase Documents and the Guarantee Liabilities may be modified, amended, waived, supplemented, replaced or restated from time to time; (f) any party liable for the payment of the Guarantee Liabilities, including, without limitation, other guarantors, may be granted indulgences or released; and (g) any deposit balance for the credit of the Seller or any other party liable for the payment of the Guarantee Liabilities, including, without limitation, other guarantors, or liable upon any security therefor, may be released, in whole or in part, at, before and/or after the stated, extended or accelerated maturity of the Guarantee Liabilities, all of the foregoing in clauses (a) through (g) without notice to or further assent by the Parent Guarantor, who shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence, release or other act.

3. Waiver of Rights.

The Parent Guarantor expressly waives: (a) notice of acceptance of this Guaranty by the Deal Agent, the Purchaser and the other Secured Parties and of all extensions of credit, loans or advances to or purchases from the Seller by the Deal Agent, the Purchaser and the other Secured Parties; (b) presentment and demand for payment of any of the Guarantee Liabilities; (c) protest and notice of dishonor or of default to the Parent Guarantor or to any other party with respect to the Guarantee Liabilities or with respect to any collateral, security or Property therefor; (d) notice of the Deal Agent, the Purchaser and the other Secured Parties obtaining, amending, substituting for, releasing, waiving, modifying, extending, replacing or restating all or any portion of the Guarantee Liabilities, the Repurchase Agreement, any other Repurchase Document, other guarantees or any Lien now or hereafter securing the Guarantee Liabilities or the Guaranty, or the Deal Agent, the Purchaser or the other Secured Parties subordinating, compromising, discharging, terminating or releasing such Liens; (e) notice of the execution and delivery by the Seller, the Deal Agent, the Purchaser, the other Secured Parties or any other Person of any other loan, purchase, credit or security agreement or document or of the Seller’s or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Repurchase Documents or in connection with any purchase of the Seller’s or such other Person’s Property or assets; (f) notice of the occurrence of any breach by the Seller, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party or any other Person or of any Event of Default; (g) notice of the Deal Agent’s, the Purchaser’s or the other Secured Parties’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, the Repurchase Documents, the Mortgage Loan Documents, or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities or any portion of the foregoing; (h) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Purchased Item, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities; (i) notice of the protest, proof of non–payment or default by the Seller or any other Person; (j) any other action at any time taken or omitted by the Deal Agent, the Purchaser or the other Secured Parties, and, generally, all demands and notices of every kind in connection with this Guaranty, the Repurchase Documents, the Guarantee Liabilities, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranty or the Guarantee Liabilities and the obligations hereby guaranteed; (k) all other notices to which the Parent Guarantor might otherwise be entitled; (l) demand for payment under this Guaranty; and (m) any right to assert against the Deal Agent, the Purchaser or the other Secured Parties, as a defense, counterclaim, set–off or cross–claim, any defense (legal or equitable), set–off, counterclaim or claim of any kind or nature whatsoever that the Parent Guarantor may now or hereafter have against the Deal Agent, the Purchaser or the other Secured Parties (other than payment in full of the Guarantee Liabilities), the Seller or any other Person, but such waiver shall not prevent the Parent Guarantor from asserting against the Deal Agent, the Purchaser and the other Secured Parties in a separate action, any claim, action, cause of action or demand that the Parent Guarantor might have, whether or not arising out of this Guaranty. It shall not be necessary for the Deal Agent, the Purchaser and the other Secured Parties (and the Parent Guarantor hereby waives any rights which the Parent Guarantor may have to require the Deal Agent, the Purchaser and the other Secured Parties), in order to enforce the obligations of the Parent Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Seller, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party, others liable on the Guarantee Liabilities, the Borrowers or any other Person, (ii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Purchased Items, the Pledged Collateral or any collateral, security or Property which shall ever have been given to secure the Guaranty or the Guarantee Liabilities, (iii) enforce the Deal Agent’s, the Purchaser’s or the other Secured Parties’ rights against any other guarantors of the Guarantee Liabilities, (iv) join the Seller, others liable on the Guarantee Liabilities or any other Person in any action seeking to enforce this Guaranty, (v) mitigate damages or take any other action to reduce, collect or enforce the Guarantee Liabilities, or (vii) resort to any other means of obtaining payment of the Guarantee Liabilities.

4. Validity of Guaranty.

The val i dity of this Guaranty, t he obl i gations of the Parent Gu a rantor hereunder a n d th e De a l Agent’s, the Purchaser’s and the other Secured Parties’ rights and remedies for the enforcement of the foregoing shall in no way be terminated, abated, reduced, released, modified, changed, discharged, diminished, affected, limited or impaired in any manner whatsoever by the happening from time to time of any event or condition of any kind whatsoever, including, without limitation, any of the following (and the Parent Guarantor hereby waives any common law, equitable, statutory, constitutional, regulatory or other rights (including rights to notice) which the Parent Guarantor might have as a result of or in connection with any of the following): (a) the assertion or non–assertion by the Deal Agent, the Purchaser or the other Secured Parties of any of the rights or remedies available to the Deal Agent, the Purchaser or the other Secured Parties pursuant to the provisions of the Repurchase Documents, the Mortgage Loan Documents or pursuant to any Applicable Law; (b) the waiver by the Deal Agent, the Purchaser or the other Secured Parties of, or the failure of the Deal Agent, the Purchaser or the other Secured Parties to enforce, or the lack of diligence by the Deal Agent, the Purchaser or the other Secured Parties in connection with, the enforcement of any of its rights or remedies under the Repurchase Documents, the Mortgage Loan Documents, the Purchased Items, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities; (c) the granting by the Deal Agent, the Purchaser or the other Secured Parties of (or failure by the Deal Agent, the Purchaser or the other Secured Parties to grant) any indulgence, forbearance, adjustment, compromise, consent, approval, waiver or extension of time; (d) the exercise by the Deal Agent, the Purchaser or the other Secured Parties of or failure to exercise any so–called self–help remedies; (e) any act, omission or condition that might in any manner or to any extent vary, alter, increase, extend or continue the risk to the Parent Guarantor or might otherwise operate as a discharge or release of the Parent Guarantor under Applicable Law; (f) any full or partial release or discharge of or accord and satisfaction with respect to liability for the Guarantee Liabilities, or any part thereof, of the Seller, the Parent Guarantor, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party, any co–guarantors or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guarantee Liabilities, or any part thereof; (g) the impairment, modification, change, release, discharge or limitation of the liability of the Seller, the Parent Guarantor, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party, any Borrower or any Person liable for or obligated on the Guarantee Liabilities, or any of their estates in bankruptcy, resulting from or pursuant to the bankruptcy or insolvency of any of the foregoing or the application of the Insolvency Laws or of or any decision of any court of the United States or any state thereof; (h) any present or future Applicable Law or order of any Governmental Authority (de jure or de facto) purporting to reduce, amend or otherwise affect the Guarantee Liabilities or to vary any terms of payment, satisfaction or discharge thereof; (i) the waiver, compromise, settlement, release, extension, amendment, change, modification, substitution, replacement, reduction, increase, alteration, rearrangement, renewal or termination of the terms of the Guarantee Liabilities, the Repurchase Documents, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents, any or all of the obligations, covenants or agreements of the Seller, the Pledgor, the Limited Guarantor, the Parent, the other Repurchase Parties, the Borrowers or any other Person under the Repurchase Documents or Mortgage Loan Documents (except by satisfaction in full of all Guarantee Liabilities) or of the Parent Guarantor under this Guaranty and/or any failure of the Deal Agent, the Purchaser or the other Secured Parties to notify the Parent Guarantor of any of the foregoing; (j) the extension of the time for satisfaction, discharge or payment of the Guarantee Liabilities or any part thereof owing or payable by the Seller or any other Person under the Repurchase Documents or of the time for performance of any other obligations, covenants or agreements under or arising out of this Guaranty or the extension or renewal of any thereof; (k) any existing or future offset, claim or defense (other than payment in full of the Guarantee Liabilities) of the Seller or any other Person against the Deal Agent, the Purchaser or the other Secured Parties or against payment of the Guarantee Liabilities, whether such offset, claim or defense arises in connection with the Guarantee Liabilities (or the transactions creating same) or otherwise; (l) the taking or acceptance or the existence of any other guaranty of or collateral, security or Property securing the Guarantee Liabilities in favor of the Deal Agent, the Purchaser, the other Secured Parties, any other Affected Party or any other Person specified in the Repurchase Documents or the enforcement or attempted enforcement of such other guaranty, collateral, security or Property; (m) any sale, lease, sublease or transfer of or Lien on all or a portion of the assets or Property of the Seller, the Pledgor, the Limited Guarantor, the Parent Guarantor, the Parent or any other Repurchase Party, or any changes in the shareholders, partners or members of the Seller, the Pledgor, the Limited Guarantor, the Parent Guarantor, the Parent or any other Repurchase Party, or any reorganization, consolidation or merger of the Seller, the Pledgor, the Limited Guarantor, the Parent Guarantor, the Parent or any other Repurchase Party; (n) the invalidity, illegality or unenforceability of all or any part of the Guarantee Liabilities, the Repurchase Documents, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents or any document or agreement executed in connection with the foregoing, for any reason whatsoever, including, without limitation, the fact that (1) the Guarantee Liabilities, or any part thereof, exceeds the amount permitted by Applicable Law or violates usury laws, (2) the act of creating the Guarantee Liabilities, the Mortgage Assets, the Purchased Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities or any part of the foregoing is ultra vires, (3) the officers or representatives executing the Mortgage Loan Documents or Repurchase Documents or otherwise creating the Guarantee Liabilities, the Mortgage Assets, the Purchased Items, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities acted in excess of their authority, (4) the Seller, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party, any Borrower or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guarantee Liabilities wholly or partially uncollectible, (5) the creation, performance or repayment of the Guarantee Liabilities, the Mortgage Assets, the Purchased Items, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities (or the execution, delivery and performance of any Repurchase Document, Mortgage Loan Document or document or instrument representing part of the Guarantee Liabilities, the Mortgage Assets, the Purchase Items, the Pledged Collateral, any collateral, security or Property securing the Guaranty or the Guarantee Liabilities or executed in connection with the Guarantee Liabilities, the Mortgage Assets, the Purchased Items, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, or given to secure the repayment of the Guarantee Liabilities, the Mortgage Assets or the other Purchased Items) is illegal, uncollectible or unenforceable, or (6) any Mortgage Loan Document, any Repurchase Document or any other document, agreement or instrument has been forged or otherwise is irregular or not genuine or authentic; (o) any release, termination, sale, pledge, participation, transfer, surrender, exchange, subordination, deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of the Purchased Items, the Pledged Collateral or any collateral, security or Property at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranty or the Guarantee Liabilities; (q) the failure of the Deal Agent, the Purchaser, the other Secured Parties or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of the Purchased Items, the Pledged Collateral or any other collateral, security or Property securing the Guaranty or the Guarantee Liabilities, including, but not limited to, any neglect, delay, omission, failure or refusal of the Deal Agent, the Purchaser or the other Secured Parties (1) to take or prosecute any action for the collection of any of the Guarantee Liabilities, the Pledged Collateral, any Purchased Item or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, (2) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose, upon any Purchased Item, the Pledged Collateral or any security, collateral or Property securing the Guaranty or Guarantee Liabilities, or (3) to take or prosecute any action in connection with any instrument or agreement evide

5. Primary Liability of the Parent Guarantor.

Without limiting the foregoing provisions, the Parent Guarantor agrees that this Guaranty may be enforced by the Deal Agent, the Purchaser and the other Secured Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Repurchase Documents, the Purchased Items, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Guaranty or the Guarantee Liabilities or otherwise, and the Parent Guarantor hereby waives the right to require the Deal Agent, the Purchaser and the other Secured Parties to proceed against the Seller, the Pledgor, the Limited Guarantor, the Parent, any other Repurchase Party, any Borrower or any other Person (including a co–guarantor) or to require the Deal Agent, the Purchaser and the other Secured Parties to pursue any other remedy or enforce any other right. The Parent Guarantor further agrees that the Parent Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Purchased Items, the Pledged Collateral or any collateral, security or Property securing the Guaranty or the Guarantee Liabilities, so long as any such Guarantee Liabilities remain outstanding. The Parent Guarantor further agrees that nothing contained herein shall prevent the Deal Agent, the Purchaser and the other Secured Parties from suing on the Repurchase Agreement or any of the other Repurchase Documents or foreclosing its security interest in or Lien on any Purchased Item, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Guaranty or the Guarantee Liabilities or from exercising any other rights available to it under the Repurchase Agreement or any of the other Repurchase Documents or any other instrument of security if none of the Seller, the Pledgor, the Limited Guarantor, the Parent Guarantor, the Parent or any other Repurchase Party timely perform the obligations of the Seller, the Pledgor, the Limited Gu a rant or, th e Pare nt, all other Repurchase Parties or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Parent Guarantor’s obligations hereunder; it being the purpose and intent of the Parent Guarantor that the Parent Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. The Parent Guarantor recognizes, acknowledges and agrees that the Parent Guarantor may be required to pay the Guarantee Liabilities in full (subject to the limit set forth in Section 1) without assistance or support of any other party, and the Parent Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantee Liabilities, or that the Deal Agent, the Purchaser and the other Secured Parties will look to other parties to pay or perform the Guarantee Liabilities. The Parent Guarantor recognizes, acknowledges and agrees that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of the Purchased Items, the Pledged Collateral or any of the collateral, security or Property securing the Guaranty or the Guarantee Liabilities.

6. Attorneys’ Fees and Costs of Collection.

If at any time or times hereafter any of the Deal Agent, the Purchaser or the other Secured Parties employs counsel to pursue collection, to preserve or enforce its rights under this Guaranty, or to intervene, to sue for enforcement of the terms of this Guaranty or to file a petition, complaint, answer, motion or other pleading in any suit or proceeding relating to this Guaranty, then, in such event, all of the reasonable attorneys’ fees, costs and expenses relating thereto and all other amounts (if any) owed by the Parent Guarantor under this Guaranty (other than the Guarantee Liabilities) shall be an additional liability of the Parent Guarantor to the Deal Agent, the Purchaser and the other Secured Parties (over and above any limitation set forth in Section 1, if any), payable on demand. The obligations contained in this Section 6 shall survive the termination of this Guaranty.

7. Security Interests and Setoff.

The Parent Guarantor agrees that in the event the Parent Guarantor fails to pay its obligations hereunder when due and payable under this Guaranty, the Deal Agent, the Purchaser and the other Secured Parties shall be entitled to (a) any and all remedies available to it under Applicable Law including, without limitation, all rights of setoff (subject to Section 33 of this Guaranty) and (b) the benefit of all Liens heretofore, now and at any time or times hereafter granted by such Parent Guarantor to the Deal Agent, the Purchaser and the other Secured Parties, if any, to secure such Parent Guarantor’s obligations hereunder.

8. Term of Guaranty.

This Guaranty shall continue in full force and effect until the Guarantee Liabilities are fully and indefeasibly paid, performed and discharged and the Repurchase Documents are terminated. This Guaranty covers the Guarantee Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by the Deal Agent, the Purchaser and the other Secured Parties in stages or installments. Notwithstanding the foregoing, this Guaranty shall continue to be effective, or be rei nstat e d, as the case may be, and any payment of the Guarantee Liabilities hereunder shall be reinstated, if at any time payment, or any part thereof, of any of the Guarantee Liabilities is rescinded or must otherwise be restored or returned by the Deal Agent, the Purchaser or the other Secured Parties as a preference, fraudulent conveyance or otherwise upon or in connection with an Insolvency Event or Insolvency Proceeding with respect to the Seller or any other Person obligated on or for the Guarantee Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Seller or such other Person or any substantial part of such Seller’s or such other Person’s Property or assets, or otherwise, all as though such payments had not been made; provided, that in the event payment of all or any part of the Guarantee Liabilities is rescinded or must be restored or returned, all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by the Deal Agent, the Purchaser and the other Secured Parties in defending and enforcing such reinstatement shall be deemed to be included as a part of the Guarantee Liabilities.

9. Representations, Warranties and Covenants.

(a) The Parent Guarantor represents and warrants to, and covenants with, the Deal Agent, the Purchaser and the other Secured Parties, as of the date of this Guaranty, and shall be deemed to restate as of each Purchase Date, that:

(i) It is duly organized, validly existing and in good standing as a corporation, limited partnership or limited liability company under the laws of the jurisdiction of its organization or fo