TERM LOAN AGREEMENT

TERM LOAN AGREEMENT

THIS TERM LOAN AGREEMENT (" Agreement ") is made and entered into as of December 18, 2008, by and between MMA FINANCIAL HOLDINGS, INC ., a Florida corporation (the " Borrower "), which has a principal executive office located at 621 E. Pratt Street, Suite 300, Baltimore, Maryland 21202, and OAK GROVE COMMERCIAL MORTGAGE, LLC, a Delaware limited liability company (the " Lender "), which has a registered office located at 2177 Youngman Avenue #300, St. Paul, Minnesota 55116.

RECITALS

WHEREAS, capitalized terms used but not defined in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, the Borrower has requested that the Lender provide to the Borrower a twelve (12) month term loan in the original principal amount of up to Fifteen Million Dollars ($15,000,000.00) pursuant to the terms and conditions of this Agreement that is secured by all of the issued and outstanding capital stock of MMA Mortgage Corporation; and

WHEREAS, the Lender is willing to provide to the Borrower such term loan pursuant to the terms and conditions of this Agreement.

In consideration of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . For all purposes of this Agreement, except as otherwise expressly provided, the following terms shall have the meanings assigned to them in this Section or in the Section referenced after such term:

" Acquisition Agreement " shall mean that certain Acquisition Agreement, dated as of December 18, 2008, entered into by and between MMA Mortgage Corporation and the Lender.

" Affiliate " or " Affiliates " means any Person controlled by, controlling or under common control with the Borrower, including any Subsidiary of the Borrower. For purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

" Agencies " means the Federal Housing Administration, the United States Department of Housing and Urban Development, Fannie Mae, the Government National Mortgage Association, and the Federal Home Loan Mortgage Corporation.

" Agreement " means this Term Loan Agreement, as such may be amended, modified, supplemented, or restated from time to time.

" Business Day " means any day on which the Federal Reserve Bank of New York is open for business.

" Constituent Documents " means the Borrower’s (i) articles of incorporation, (ii) bylaws, and (iii) any other similar document or agreement governing the Borrower’s existence, organization or management or concerning disposition of ownership interests of the Borrower or voting rights among the Borrower’s owners.

" Declaration Notice " has the meaning set forth in Section 6.2(b).

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

" Default Period " means any period of time beginning on the day an Event of Default occurs and ending on the date that such Event of Default has been cured or waived.

" Default Rate " means, with respect to the Term Note, an annual interest rate in effect during a Default Period or following the Maturity Date, which interest rate shall be equal to a fixed rate of interest equal to twenty-five percent (25%) per annum.

" Defined Benefit Pension Plan " is a Pension Plan that is subject to Title IV of ERISA.

" Director " means a director if the Person is a corporation, a governor or manager if the Person is a limited liability company, or a general partner if the Person is a partnership.

" Dollars " and the sign "$" means freely transferable lawful money of the United States.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time.

" ERISA Affiliate " means any trade or business (whether or not incorporated) that is a member of a group which includes the Borrower and which is treated as a single employer under Section 414 of the IRC.

" Event of Default " has the meaning set forth in Section 6.1.

" Exit Fee " has the meaning set forth in Section 2.3(b).

" Funding Date " shall mean, as the context so requires, the Initial Funding Date or the Subsequent Funding Date.

" GAAP " means generally accepted accounting principles (other than such deviations from generally accepted accounting principals disclosed on Schedule 6.06 to the Acquisition Agreement), applied on a basis consistent with the accounting practices applied in the financial statements described in Section 4.6.

" Guarantees " means the Parent Guaranty and the Subsidiary Guaranty.

" Guarantors " means the Parent Guarantor and the Subsidiary Guarantor.

" IRC " means the Internal Revenue Code of 1986, as amended from time to time.

" Interest Payment Date " has the meaning set forth in Section 2.4(a).

" Initial Funding Date " has the meaning set forth in Section 2.1(a).

" Lien " means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a Person, whether now owned or hereafter acquired and whether arising by agreement or operation of law.

" Loan Documents " means this Agreement, the Term Note, the Security Documents, the Guarantees, and all other writings, documents, instruments, certificates and statements contemplated hereunder to be executed or supplied by the Borrower, the Parent Guarantor, or the Subsidiary Guarantor.

" Material Adverse Effect " means any of the following:

(i) A material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the Borrower or of MMA Mortgage Corporation, but not including results of the current credit market conditions or other general market conditions to the extent not disproportionately adversely affecting the business, operations, results of operations, assets, liabilities, or financial condition of the Borrower or of MMA Mortgage Corporation or any results of the announcement of the transactions contemplated by the Acquisition Agreement;

(ii) A material adverse effect on the ability of the Borrower to perform its obligations under the Loan Documents;

(iii) A material adverse effect on the ability of the Lender to enforce the Obligations or to realize the intended benefits of the Security Documents, including a material adverse effect on the validity or enforceability of any Loan Document or of any rights against any Guarantor, or on the status, existence, perfection, priority or enforceability of any Lien securing payment or performance of the Obligations; or

(iv) Any claim against the Borrower or MMA Mortgage Corporation or threat of litigation which presents a reasonable possibility of being determined against the Borrower or MMA Mortgage Corporation, as applicable, which if determined adversely would cause the Borrower or MMA Mortgage Corporation to be liable to pay an amount exceeding $2,000,000.00 or would be an event described in clauses (i), (ii) and (iii) above.

" Maturity Date " shall mean the earliest of (i) at the Closing (as defined in the Acquisition Agreement), (ii) December 18, 2009, or (iii) the date the Lender demands payment of the Obligations or they become automatically due and payable after an Event of Default pursuant to Section 6.2.

" MMA Mortgage Corporation " means MMA Mortgage Investment Corporation, a corporation organized under the laws of the State of Florida, which is a wholly-owned subsidiary of the Borrower.

" Multiemployer Plan " means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which the Borrower or any ERISA Affiliate contributes or is obligated to contribute.

" Obligations " means the obligations arising under the Term Note and each and every other debt, liability and obligation of every type and description which the Borrower may now or at any time hereafter owe to the Lender arising under any Loan Document, whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several.

" Office r" means an officer if the Person is a corporation, an officer or a manager if the Person is a limited liability company, or a partner if the Person is a partnership.

" Origination Fee " has the meaning set forth in Section 2.3(a).

" Owner " means with respect to any Person, each Person having legal or beneficial title to an ownership interest in such Person or a right to acquire such an interest.

" Parent Guarantor " means Municipal Mortgage & Equity, LLC, a limited liability company organized under the laws of the State of Delaware.

" Parent Guaranty " means that certain Limited Liability Company Guaranty, dated as of the date hereof, made by the Parent Guarantor in favor of the Lender.

" Pension Plan " means a pension plan (as defined in Section 3(2) of ERISA) maintained for employees of the Borrower or any ERISA Affiliate and covered by Title IV of ERISA.

" Permitted Liens " means

" Person " means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

" Plan " means an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of the Borrower or any ERISA Affiliate.

" Pledge Agreement " means that certain Pledge Agreement, dated as of the date hereof, entered into by and between the Borrower and the Lender.

" Re-Ven Disposition " means the sale or other disposition of all of the membership interests or all or substantially all of the assets of MMA Renewable Ventures, LLC, a Maryland limited liability company, by MMA New Initiatives, LLC to a third party in an arms-length transaction.

" Scheduled Forbearance Agreements " has the meaning set forth in Section 4.11.

" Security Documents " means the Pledge Agreement and any other document delivered to the Lender from time to time to secure the Obligations.

" Subsequent Funding Date " has the meaning set forth in Section 2.1(b).

" Subsidiary " means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

" Subsidiary Guarantor " means MMA Mortgage Corporation.

" Subsidiary Guaranty " means that certain Corporate Guaranty, dated as of the date hereof, made by the Subsidiary Guarantor in favor of the Lender.

" Suspended Event of Default " has the meaning set forth in Section 6.2(b).

" Term Note " means the Borrower’s term promissory note, payable to the order of the Lender in substantially the form of Exhibit A hereto, as the same may be renewed and amended from time to time, and all replacements thereto.

" UCC " means the Uniform Commercial Code as in effect in the state designated in Section 7.12 as the state whose laws shall govern this Agreement, or in any other state whose laws are held to govern this Agreement or any portion hereof.

" Unsuspendable Event of Default " has the meaning set forth in Section 6.2(b).

Section 1.2 Other Definitional Terms; Rules of Interpretation . The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. All terms defined in the UCC and not otherwise defined herein have the meanings assigned to them in the UCC. References to Articles, Sections, subsections, Exhibits, Schedules and the like, are to Articles, Sections and subsections of, or Exhibits or Schedules attached to, this Agreement unless otherwise expressly provided. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". Unless the context in which used herein otherwise clearly requires, "or" has the inclusive meaning represented by the phrase "and/or". Defined terms include in the singular number the plural and in the plural number the singular. Reference to any agreement (including the Loan Documents), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof (and, if applicable, in accordance with the terms hereof and the other Loan Documents), except where otherwise explicitly provided, and reference to any promissory note includes any promissory note which is an extension or renewal thereof or a substitute or replacement therefor. Reference to any law, rule, regulation, order, decree, requirement, policy, guideline, directive or interpretation means as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect on the determination date, including rules and regulations promulgated thereunder.

ARTICLE II

AMOUNT AND TERMS OF THE TERM NOTE

Section 2.1 Funding and Repayment of Term Note .

(a) Initial Funding of Term Note. The Lender agrees, subject to the terms and conditions of this Agreement, to make an advance to the Borrower on the date on which all of the conditions set forth in Section 3.1 herein are satisfied (the " Initial Funding Date ") in an original principal amount equal to Ten Million Dollars ($10,000,000).

(b) Subsequent Funding of Term Note . The Lender agrees, subject to the terms and conditions of this Agreement, to make an additional advance to the Borrower on the date on which all of the conditions set forth in Section 3.2 herein are satisfied (the " Subsequent Funding Date ") in an original principal amount equal to Five Million Dollars ($5,000,000).

(c) Repayment of Term Note. The entire unpaid principal balance of the Term Note, and all unpaid interest accrued thereon, shall be due and payable on the Maturity Date. All prepayments of amounts outstanding under the Term Note shall be applied first to any fees payable by the Borrower to the Lender, next to any accrued but unpaid interest, and finally to outstanding principal amounts. The Borrower’s obligation to repay the term loan advance(s) and to pay interest on it shall be evidenced by the Term Note and shall be secured by the collateral described in the Pledge Agreement.

Section 2.2 Interest; Default Interest; and Usury .

(a) Interest. Except as provided in Section 2.2(b) and Section 2.2(c), the principal amount of the Term Note shall bear interest at the fixed rate of twenty percent (20%) per annum.

(b) Default Interest Rate. At any time during any Default Period, in the Lender’s sole discretion and without waiving any of its other rights or remedies, the principal of the Term Note shall bear interest at the Default Rate or such lesser rate as the Lender may determine, effective as of the first day of the month in which any Default Period begins through the last day of such Default Period, or any shorter time period that the Lender may determine. The decision of the Lender to impose a rate that is less than the Default Rate or to not impose the Default Rate for the entire duration of the Default Period shall be made by Lender in its sole discretion and shall not be a waiver of any of its other rights and remedies, including its right to retroactively impose the full Default Rate for the entirety of any such Default Period.

(c) Usury. In any event, no rate change shall be put into effect which would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in any Loan Document, all agreements which either now are or which shall become agreements between the Borrower and the Lender are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under any Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of the Borrower and the Lender. This provision shall never be superseded or waived and shall control every other provision of the Loan Documents and all agreements between the Borrower and the Lender, or their successors and assigns.

Section 2.3 Fees .

(a) Origination Fee. On any Funding Date, the Borrower shall pay to the Lender a non-refundable origination fee in the amount equal to one percent (1.0%) of the principal amount funded by the Lender on such Funding Date (the " Origination Fee "). In the Lender’s sole discretion, the Lender may fund the principal amount of any term loan advance, net of the Origination Fee, on any Funding Date.

(b) Exit Fee. At the time any principal amount of the Term Note is paid by the Borrower regardless of whether such amount is prepaid or paid on the Maturity Date, the Borrower shall pay to the Lender a fee in an amount equal to two percent (2%) of the principal amount of the Term Note paid (the " Exit Fee "); provided, however, the Lender agrees to waive the payment of the Exit Fee by the Borrower if repayment of the Term Note is made in connection with the closing of the transactions contemplated by the Acquisition Agreement.

Section 2.4 Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees .

(a) Time For Interest Payments. Accrued and unpaid interest shall be due and payable in arrears on the first day of each month and on the Maturity Date (each an " Interest Payment Date "). Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of such term loan advance to the Interest Payment Date.

(b) Payment on Non Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest on the term loan advance(s) or the fees hereunder, as the case may be.

(c) Computation of Interest and Fees. Interest accruing on the outstanding principal balance of the Term Note and fees hereunder outstanding from time to time shall be computed on the basis of actual number of days elapsed in a year of 360 days.

Section 2.5 Use of Proceeds . The Borrower shall use the proceeds of the Term Note for working capital and other general corporate purposes, to make loans to its Affiliates, or to pay dividends to its Affiliates if such dividend payments are permitted pursuant to the terms of the Pledge Agreement.

Section 2.6 Liability Records . The Lender may maintain from time to time, at its discretion, records as to the Obligations. All entries made on any such record shall be presumed correct until the Borrower establishes the contrary. Upon the Lender’s demand, the Borrower will admit and certify in writing the exact principal balance of the Obligations that the Borrower then asserts to be outstanding. Any billing statement or accounting rendered by the Lender shall be conclusive and fully binding on the Borrower unless the Borrower gives the Lender specific written notice of exception within 30 days after receipt.

Section 2.7 Taxes . Any and all payments by the Borrower hereunder shall be made, in accordance with this Article II, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Lender, taxes imposed on its income, and franchise taxes imposed on it. If the Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable hereunder to the Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.7) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower further agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, the Term Note.

Section 2.8 Setoff . The Lender may at any time or from time to time, at its sole discretion and without demand and without notice to anyone, setoff any liability owed to the Borrower by the Lender, whether or not such is due and payable, against any Obligation, that is due and payable.

ARTICLE III

CONDITIONS OF LENDING

Section 3.1 Conditions Precedent to the Initial Term Loan Advance . The Lender’s obligation to make the initial term loan advance in the principal amount of Ten Million Dollars ($10,000,000) shall be subject to the conditions precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender:

(a) This Agreement.

(b) The Acquisition Agreement.

(c) The Term Note.

(e) The Guarantees.

(f) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower or MMA Mortgage Corporation except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the term loan advance, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the security interests granted by the Borrower to the Lender pursuant to the Pledge Agreement, to the extent such security interest is capable of being perfected by filing, and performance of all other actions required to be performed by the Borrower under the Pledge Agreement, including but not limited to the delivery by the Borrower of (i) assignments separate from certificates duly executed by the Borrower in blank relating to the pledge of all the capital stock of MMA Mortgage Corporation and (ii) all the original capital stock certificates of MMA Mortgage Corporation.

(g) (i) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (A) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, (B) true, correct and complete copies of the Borrower’s Constituent Documents, and (C) incumbency signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents to which it is a party and other instruments, agreements and certificates on the Borrower’s behalf; (ii) A certificate of the Parent Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (A) the resolutions of the Parent Guarantor’s Directors and, if required, Owners, authorizing the execution, delivery and performance by the Parent Guarantor of the Loan Documents to which it is a party, (B) true, correct and complete copies of the Parent Guarantor’s Amended and Restated Certificate of Formation, Amended and Restated Certificate of Formation and Operating Agreement, and Amended and Restated By-Laws, and (C) incumbency signatures of the Parent Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which it is a party and other instruments, agreements and certificates on the Parent Guarantor’s behalf; and (iii) A certificate of the Secretary or Assistant Secretary of MMA Mortgage Corporation certifying that attached to such certificate are (A) the resolutions of MMA Mortgage Corporation’s Directors and, if required, Owners, authorizing the execution, delivery and performance by MMA Mortgage Corporation of the Loan Documents to which it is a party, (B) true, correct and complete copies of the Articles of Incorporation and Bylaws of MMA Mortgage Corporation, and (C) incumbency signatures of MMA Mortgage Corporation’s Officers or agents authorized to execute and deliver the Loan Documents to which it is a party and other instruments, agreements and certificates on MMA Mortgage Corporation’s behalf.

(h) A current good standing certificate for the Borrower issued by the Secretary of State of Florida .

(i) A current good standing certificate for the Parent Guarantor issued by the Secretary of State of Delaware.

(j) A current good standing certificate for MMA Mortgage Corporation issued by the Secretary of State of Florida.

(k) An opinion of counsel to the Borrower, the Parent Guarantor, and MMA Mortgage Corporation, addressed to the Lender, in form and substance reasonably acceptable to the Lender.

(l) Certificates of the insurance required hereunder.

(m) Payment of the fees and commissions due under Section 2.3 through the date of the initial term loan advance and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 7.5, including all legal expenses incurred through the date of this Agreement.

(n) Approvals by Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to the pledge of the stock in MMA Mortgage Corporation to Lender.

(o) The filing with the Florida Secretary of State of an amendment to the Articles of Incorporation of MMA Mortgage Corporation, in a form acceptable to the Lender in its sole discretion, so that the Articles of Incorporation, as amended, of MMA Mortgage Corporation require the affirmative vote of each independent director of MMA Mortgage Corporation and the prior written consent of the Lender prior to the taking by MMA Mortgage Corporation of certain actions relating to the declaration of bankruptcy or acknowledgment of insolvency as further described in such amendment.

(p) Evidence satisfactory to the Lender that any UCC financing statement amendment, termination, or release necessary for the Borrower to comply herewith has been authorized for filing or been filed.

(q) Such other documents as the Lender may reasonably require.

Section 3.2 Conditions Precedent to the Subsequent Term Loan Advance . The Lender’s obligation to make the subsequent term loan advance in the principal amount of Five Million Dollars ($5,000,000) shall be subject to satisfaction of each of the following the conditions precedent:

(a) (i) each of the representations and warranties contained in Article IV of the Agreement shall be true and correct on and as of the Subsequent Funding Date as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date; (ii) no event shall have occurred and be continuing, or would result from the making of such subsequent term loan advance that would constitute a Default or an Event of Default (without regard to whether the Lender has issued a Declaration Notice with respect thereto, if applicable); and (iii) the Lender shall have received a certificate executed by an executive officer of the Borrower dated as of the Subsequent Funding Date, certifying the statements in Section 3.2(a) (i) and (ii) above are true and correct;

(b) the Acquisition Agreement has not then been terminated and is in full force and effect on Subsequent Funding Date and the transactions contemplated by the Acquisition Agreement have not yet then been consummated;

(c) The Re-Ven Disposition shall have closed and done so within 45 days after the date hereof on terms substantially similar to the terms described in writing by MMA Mortgage Corporation to the Lender prior to the date of this Agreement, and in any event, generating net proceeds to the seller of at least $14 million and the Borrower shall have presented reasonable evidence to that effect (including a certificate to that effect from an executive officer of the Borrower); and

(d) Such other documents as the Lender may reasonably require.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender as follows:

Section 4.1 Existence and Power; Name; Chief Executive Office; and Organizational Identification Number . The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the State of Florida and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary except jurisdictions in which the failure to so qualify would not, in the aggregate, have a Material Adverse Effect. The Borrower has all requisite power and authority to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Loan Documents to which it is a party. During its existence, the Borrower has done business solely under the names set forth in Schedule 4.1. The Borrower’s chief executive office and principal place of business is located at the address set forth in Schedule 4.1. The Borrower’s organizational identification is K22809.

Section 4.2 Ownership . The Borrower owns one hundred percent (100%) of the outstanding capital stock issued by MMA Mortgage Corporation. The Parent Guarantor owns directly or indirectly one hundred percent (100%) of the outstanding capital stock of the Borrower.

Section 4.3 Authorization of Borrowing; No Conflict as to Law or Agreements . The execution, delivery and performance by the Borrower of the Loan Documents have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower’s Owners, except such consent or approval as has been obtained or given prior to the date hereof; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained from the Agencies and any other parties, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than any security interest granted by the Borrower to the Lender) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Section 4.4 Legal Agreements . This Agreement constitutes and, upon due execution by the Borrower, the other Loan Documents to which the Borrower is a party will constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

Section 4.5 Subsidiaries . MMA Mortgage Corporation has no Subsidiaries.

Section 4.6 Financial Condition; No Adverse Change . The Borrower has furnished to the Lender (a) the audited balance sheets of MMA Mortgage Corporation as of December 31, 2006 and December 31, 2007 and the related audited statements of earnings and comprehensive earnings, stockholders’ equity and cash flows for each of the fiscal years then ended, together a true and correct copy of the report on such audited information by Ernst & Young and all letters from such accountants with respect to the results of such audits and (b) the unaudited balance sheet and statements of earnings of MMA Mortgage Corporation as of and for the nine months ended September 30, 2008. Except as set forth in the notes thereto or in any disclaimers included therewith, all such financial statements were prepared in accordance with GAAP and fairly present the consolidated financial condition and results of operations of MMA Mortgage Corporation as of the respective dates thereof and for the respective periods covered thereby, subject in the cast of such unaudited financial statements to normal year-end adjustments (the effect of which will not individually or in the aggregate, have a Material Adverse effect).

Section 4.7 Litigation . There are no actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or MMA Mortgage Corporation or the properties of the Borrower or MMA Mortgage Corporation before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower or MMA Mortgage Corporation, would have a Material Adverse Effect, apart from those matters specifically listed in Schedule 4.7.

Section 4.8 Regulation U . The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the term loan advance(s) will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 4.9 Taxes . The Parent Guarantor, the Borrower, and their Subsidiaries have paid or caused to be paid to the proper authorities when due all federal, state and local taxes required to be withheld by each of them. The Parent Guarantor, the Borrower, and their Subsidiaries have filed all federal, state and local tax returns which to the knowledge of the Officers of the Parent Guarantor, the Borrower, or any of their Subsidiaries, as the case may be, are required to be filed, and the Parent Guarantor, the Borrower, and their Subsidiaries have paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by any of them (other than assessments that are being contested in good faith by appropriate proceedings and for which proper reserves have been made) to the extent such taxes have become due.

Section 4.10 Plans . Neither the Borrower nor any ERISA Affiliate (i) contributes to, has contributed to or has any liability with respect to any Multiemployer Plan or Defined Benefit Pension Plan or (ii) provides,  has provided or has any obligation to provide post-retirement medical or insurance benefits with respect to employees or former employees (other than benefits required under Section 601 of ERISA, Section 4980B of the IRC or applicable state law). Neither the Borrower nor any ERISA Affiliate has received any notice or has any knowledge to the effect that it is not in full compliance with any of the requirements of ERISA, the IRC or applicable state law with respect to any Plan. All Pensions Plans of the Borrower and any ERISA Affiliate that are operated as plans that are qualified under the provisions of Section 401(a) of the IRC satisfy in form and operation all applicable qualification requirements and no Pension Plan has received or committed to receive a transfer of assets and/or liabilities or spin-off from another plan, except transfers, which qualify as transfers from eligible rollover distributions within the meaning of IRC Section 402(c)(4). Neither the Borrower nor any ERISA Affiliate has (i) any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the IRC) under any Pension Plan, whether or not waived or (ii) any liability or knowledge of any facts or circumstances which could result in any liability to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, the Department of Labor or any participant or other person in connection with any Plan (other than routine claims for benefits under the Plan).

Section 4.11 Default . Each of the Borrower and MMA Mortgage Corporation is in compliance with all provisions of all agreements, instruments, decrees and orders to which it is a party or by which it or its property is bound or affected, the breach or default of which could have a Material Adverse Effect except (i) to the extent such compliance is related to the timely delivery of financial statements by the Parent Guarantor, the Borrower, MMA Mortgage Corporation, or any of their Affiliates under such agreements or instruments or (ii) as scheduled on Schedule 4.11(a). Schedule 4.11(b) lists the forbearance agreements to which the Borrower or MMA Mortgage Corporation currently is a party (the " Scheduled Forbearance Agreements "). Each of the Borrower and MMA Mortgage Corporation is in compliance with each of the terms of the Scheduled Forbearance Agreements to which each is a party and no default has occurred and is continuing under any of the Scheduled Forbearance Agreements.

Section 4.12 Submissions to Lender . All financial and other information provided to the Lender by or on behalf of the Borrower in connection with the Borrower’s request for any term loan advance contemplated hereby is (i) true and correct in all material respects, (ii) does not omit any material fact necessary to make such information not misleading and, (iii) as to projections, valuations or proforma financial statements, present a good faith opinion as to such projections, val