America First Multifamily Investors, L.P. Sample Contracts

America First Multifamily Investors, L.P. – FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (September 11th, 2019)

THIS FOURTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (this “Amendment), is dated as of September 10, 2019, and is hereby adopted by America First Capital Associates Limited Partnership Two, a Delaware limited partnership (the “General Partner”), as the general partner of America First Multifamily Investors, L.P., a Delaware limited partnership (the “Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the First Amended and Restated Agreement of Limited Partnership of America First Multifamily Investors, L.P. dated as of September 15, 2015, as amended from time to time (the “Agreement”).

America First Multifamily Investors, L.P. – PRESS RELEASE (September 11th, 2019)

Founded in 1984 by Michael B. Yanney, Burlington Capital (www.burlingtoncapital.com) is an Omaha-based investment firm successfully managed by an entrepreneurial team led by Chairman and CEO Lisa Yanney Roskens. Burlington Capital creates and pursues innovative business ventures through its experience, knowledge and relationships in the areas of multifamily real estate, international agribusiness and financial services. Built on a Tradition of Trust, the company’s vision is to seek opportunities with an entrepreneurial spirit.

America First Multifamily Investors, L.P. – AMENDMENT NO. 1 TO THE AMERICA FIRST MULTIFAMILY INVESTORS, L.P. 2015 EQUITY INCENTIVE PLAN (September 11th, 2019)

Pursuant to rights reserved under Section 7 of the America First Multifamily Investors, L.P. 2015 Equity Incentive Plan (the “Plan”), the Board of Managers of Burlington Capital LLC hereby amends the Plan as follows.

America First Multifamily Investors, L.P. – PARTNERSHIP INTEREST PURCHASE AGREEMENT between BURLINGTON CAPITAL, LLC, BURLINGTON CAPITAL STRUCTURED FINANCE, LLC, GREYSTONE AF MANAGER LLC and GREYSTONE AF HOLDINGS LLC dated as of August 29, 2019 (August 30th, 2019)

This PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of the 29th day of August, 2019, is entered into between Burlington Capital, LLC, a Delaware limited liability company (“Company GP” or “Seller”), Burlington Capital Structured Finance, LLC, a Delaware limited liability company (“Company LP” or “Seller” and collectively with Company GP, “Sellers”), and Greystone AF Manager LLC, a Delaware limited liability company (“GP Purchaser”), Greystone AF Holdings LLC, a Delaware limited liability company (“LP Purchaser” and together with GP Purchaser, “Purchaser”). Each Purchaser and each Seller will be referred to herein individually as a “Party” and collectively as the “Parties”.

America First Multifamily Investors, L.P. – PRESS RELEASE (August 30th, 2019)

ATAX is a limited partnership with approximately $1 billion of total assets primarily focusing on the acquisition, holding and sales of mortgage revenue bonds and other investments that provide construction and/or permanent financing for affordable and market rate multifamily properties. After the sale of AFCA 2 closes, all ATAX employees will remain with ATAX in its Omaha, Nebraska headquarters.

America First Multifamily Investors, L.P. – RATE CAP AGREEMENT (SIFMA) (August 26th, 2019)

THIS RATE CAP AGREEMENT (this “Agreement”) is dated as of August 9, 2019 between BARCLAYS BANK PLC (LONDON HEAD OFFICE) (the “Seller”) and ATAX TEBS II, LLC, a Delaware limited liability company (the “Buyer”), whereby the parties agree as follows:

America First Multifamily Investors, L.P. – AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (August 6th, 2019)

All statements in this document other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This document may also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give

America First Multifamily Investors, L.P. – FIRST AMENDMENT TO BOND EXCHANGE, REIMBURSEMENT, PLEDGE AND SECURITY AGREEMENT between FEDERAL HOME LOAN MORTGAGE CORPORATION and ATAX TEBS II, LLC, as Sponsor Relating to Freddie Mac (August 5th, 2019)

THIS FIRST AMENDMENT TO REIMBURSEMENT AND SECURITY AGREEMENT (this “First Amendment”) is made and entered into as of the 1st day of July, 2019, by and between the FEDERAL HOME LOAN MORTGAGE CORPORATION (“Freddie Mac”), a shareholder-owned government-sponsored enterprise organized and existing under the laws of the United States, and ATAX TEBS II, LLC (the “Sponsor”), a limited liability company duly organized and existing under the laws of the State of Delaware, and amends and supplements the Bond Exchange, Reimbursement, Pledge and Security Agreement dated as of July 1, 2014 (the “Original Agreement” and together with this First Amendment, the “Agreement”) by and between Freddie Mac and the Sponsor.

America First Multifamily Investors, L.P. – PRESS RELEASE (August 5th, 2019)
America First Multifamily Investors, L.P. – PRESS RELEASE FOR IMMEDIATE RELEASEOmaha, Nebraska August 2, 2019 (August 2nd, 2019)
America First Multifamily Investors, L.P. – PRESS RELEASEFOR IMMEDIATE RELEASE Omaha, Nebraska July 31, 2019 (July 31st, 2019)
America First Multifamily Investors, L.P. – SIXTH AMENDMENT TO CREDIT AGREEMENT (July 31st, 2019)

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made and entered into effective July 26, 2019 by and between AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership (“Borrower”), and BANKERS TRUST COMPANY (“Bank”).

America First Multifamily Investors, L.P. – REVOLVING LINE OF CREDIT NOTE (July 31st, 2019)

FOR VALUE RECEIVED, the undersigned AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership ("Borrower"), promises to pay to the order of BANKERS TRUST COMPANY ("Bank") at its office at 453 7th Street, Des Moines, Iowa 50309, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty Million Dollars ($50,000,000), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

America First Multifamily Investors, L.P. – FIRST SUPPLEMENT TO SERIES CERTIFICATE AGREEMENT by and between FEDERAL HOME LOAN MORTGAGE CORPORATION, in its corporate capacity and FEDERAL HOME LOAN MORTGAGE CORPORATION, in its capacity as Administrator Dated July 16, 2019 relating to FREDDIE MAC MULTIFAMILY M CERTIFICATES Series M-033 $31,560,000 Class A Certificates $21,071,928.18 Class B Certificates relating to the Bonds described herein SPONSOR: ATAX TEBS III, LLC (July 22nd, 2019)

This FIRST SUPPLEMENT TO SERIES CERTIFICATE AGREEMENT (this “Supplement”) is dated July 16, 2019 by and between FEDERAL HOME LOAN MORTGAGE CORPORATION, in its corporate capacity (“Freddie Mac”) and FEDERAL HOME LOAN MORTGAGE CORPORATION, in its capacity as Administrator (the “Administrator”) on behalf of the Holders of the Series of Class A Certificates (the “Class A Certificates”) and the Class B Certificates (the “Class B Certificates”) (collectively, the “Certificates”) described on the cover page. This Supplement supplements the Series Certificate Agreement dated as of July 1, 2015 (the "2015 Series Certificate Agreement") by and between Freddie Mac and the Administrator, which incorporates by reference the Standard Terms of the Series Certificate Agreement dated as of September 1, 2015 (the "Standard Terms" and together with the 2015 Series Certificate Agreement and this Supplement, the "Series Certificate Agreement") by and between Freddie Mac and the Administrator. All capitaliz

America First Multifamily Investors, L.P. – FIRST AMENDMENT TO BOND EXCHANGE, REIMBURSEMENT, PLEDGE AND SECURITY AGREEMENT between FEDERAL HOME LOAN MORTGAGE CORPORATION and ATAX TEBS III, LLC as Sponsor Relating to Freddie Mac Multifamily M Certificates Series M-033 Dated July 16, 2019 (July 22nd, 2019)

This First Amendment to Bond Exchange, Reimbursement, Pledge And Security Agreement (this “First Amendment”) is made and entered into as of the 16th day of July, 2019 (the “Amendment Date”), by and between the Federal Home Loan Mortgage Corporation, a shareholder-owned government-sponsored enterprise of the United States of America (“Freddie Mac”) and ATAX TEBS III, LLC (the “Sponsor”), and amends the Bond Exchange, Reimbursement, Pledge and Security Agreement dated as of July 1, 2015 (the "Original Agreement" and together with this First Amendment and any future amendments or supplements thereto, the “Agreement”), between Freddie Mac and the Sponsor.

America First Multifamily Investors, L.P. – FIRST AMENDMENT TO BOND EXCHANGE, REIMBURSEMENT, PLEDGE AND SECURITY AGREEMENT between FEDERAL HOME LOAN MORTGAGE CORPORATION and ATAX TEBS I, LLC as Sponsor Relating to Freddie Mac Multifamily M Certificates Series M-024 Dated July 16, 2019 (July 22nd, 2019)

This First Amendment to Bond Exchange, Reimbursement, Pledge And Security Agreement (this “First Amendment”) is made and entered into as of the 16th day of July, 2019 (the “Amendment Date”), by and between the Federal Home Loan Mortgage Corporation, a shareholder-owned government-sponsored enterprise of the United States of America (“Freddie Mac”) and ATAX TEBS I, LLC (the “Sponsor”), and amends the Bond Exchange, Reimbursement, Pledge and Security Agreement dated as of September 1, 2010 (the "Original Agreement" and together with this First Amendment and any future amendments or supplements thereto, the “Agreement”), between Freddie Mac and the Sponsor.

America First Multifamily Investors, L.P. – FIRST SUPPLEMENT TO SERIES CERTIFICATE AGREEMENT by and between FEDERAL HOME LOAN MORTGAGE CORPORATION, in its corporate capacity and FEDERAL HOME LOAN MORTGAGE CORPORATION, in its capacity as Administrator Dated July 16, 2019 relating to FREDDIE MAC MULTIFAMILY M CERTIFICATES Series M-024 $41,140,000 Class A Certificates $20,326,000 Class B Certificates relating to the Bonds described herein SPONSOR: ATAX TEBS I, LLC (July 22nd, 2019)

This FIRST SUPPLEMENT TO SERIES CERTIFICATE AGREEMENT (this “Supplement”) is dated July 16, 2019 by and between FEDERAL HOME LOAN MORTGAGE CORPORATION, in its corporate capacity (“Freddie Mac”) and FEDERAL HOME LOAN MORTGAGE CORPORATION, in its capacity as Administrator (the “Administrator”) on behalf of the Holders of the Series of Class A Certificates (the “Class A Certificates”) and the Class B Certificates (the “Class B Certificates”) (collectively, the “Certificates”) described on the cover page. This Supplement supplements the Series Certificate Agreement dated as of September 1, 2010 (the "2010 Series Certificate Agreement") by and between Freddie Mac and the Administrator, which incorporates by reference the Standard Terms of the Series Certificate Agreement dated as of September 1, 2010 (the "Standard Terms" and together with the 2010 Series Certificate Agreement and this Supplement, the "Series Certificate Agreement") by and between Freddie Mac and the Administrator. All capi

America First Multifamily Investors, L.P. – PRESS RELEASE (July 22nd, 2019)
America First Multifamily Investors, L.P. – PRESS RELEASEFOR IMMEDIATE RELEASE (July 16th, 2019)

Omaha, Nebraska – July 16, 2019 - America First Multifamily Investors, L.P. (NASDAQ: ATAX) (the “Partnership”) announced today that it will host a conference call for investors on Monday, August 5, 2019 at 4:30 p.m. Eastern Time to discuss the Partnership’s Second Quarter 2019 results.

America First Multifamily Investors, L.P. – AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (May 15th, 2019)

All statements in this document other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This document may also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give

America First Multifamily Investors, L.P. – PRESS RELEASEFOR IMMEDIATE RELEASE (May 3rd, 2019)
America First Multifamily Investors, L.P. – PRESS RELEASEFOR IMMEDIATE RELEASE (April 17th, 2019)

Omaha, Nebraska – April 17, 2019 - America First Multifamily Investors, L.P. (NASDAQ: ATAX) (the “Partnership”) announced today that it will host a conference call for investors on Monday, May 6, 2019 at 4:30 p.m. Eastern Time to discuss the Partnership’s First Quarter 2019 results.

America First Multifamily Investors, L.P. – AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (March 5th, 2019)

All statements in this document other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This document may also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give

America First Multifamily Investors, L.P. – SALE, CONTRIBUTION AND ASSIGNMENT AGREEMENT (February 28th, 2019)

THIS SALE, CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of September 1, 2010, is between AMERICA FIRST TAX EXEMPT INVESTORS, L.P., a Delaware limited partnership (“ATAX”) and ATAX TEBS I, LLC., a Delaware limited liability company (the “Sponsor”).

America First Multifamily Investors, L.P. – PRESS RELEASEFOR IMMEDIATE RELEASE (February 28th, 2019)
America First Multifamily Investors, L.P. – BOND EXCHANGE, REIMBURSEMENT, PLEDGE AND SECURITY AGREEMENT between FEDERAL HOME LOAN MORTGAGE CORPORATION and ATAX TEBS I, LLC as Sponsor Relating to Freddie Mac Multifamily Variable Rate Certificates Series M024 Dated as of September 1, 2010 (February 28th, 2019)

THIS BOND EXCHANGE, REIMBURSEMENT, PLEDGE AND SECURITY AGREEMENT dated as of September 1, 2010 (this “Agreement”) by and between the FEDERAL HOME LOAN MORTGAGE CORPORATION (“Freddie Mac”), a shareholder-owned government-sponsored enterprise organized and existing under the laws of the United States, and ATAX TEBS I, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as Sponsor (the “Sponsor”).

America First Multifamily Investors, L.P. – SERIES CERTIFICATE AGREEMENT by and between FEDERAL HOME LOAN MORTGAGE CORPORATION, in its corporate capacity and FEDERAL HOME LOAN MORTGAGE CORPORATION, in its capacity as Administrator Dated as of September 1, 2010 incorporating by reference STANDARD TERMS OF THE SERIES CERTIFICATE AGREEMENT Dated as of September 1, 2010 FREDDIE MAC MULTIFAMILY VARIABLE RATE CERTIFICATES Series M024 $95,810,000 Class A Certificates $20,326,000 Class B Certificates relating to the Bonds described herein SPONSOR: ATAX TEBS I, LLC (February 28th, 2019)
America First Multifamily Investors, L.P. – CUSTODY AGREEMENT Between ATAX TEBS I, LLC as Depositor, And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Custodian Dated as of September 1, 2010 With respect to Custodial Receipts, Series RA and RB relating to the Bonds Identified Herein (February 28th, 2019)

This CUSTODY AGREEMENT, dated as of September 1, 2010 (as amended, modified or supplemented from time to time, this “Agreement”), by and between ATAX TEBS I, LLC, a limited liability company organized and existing under the laws of the State of Delaware, in its capacity as the depositor of the municipal bonds hereinafter described (together with its permitted successors, the “Depositor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, not in its individual capacity, but solely in its capacity as the custodian for the holders from time to time of the custodial receipts hereafter described (together with any successor custodian hereunder and their respective successors and assigns, the “Custodian”),

America First Multifamily Investors, L.P. – LIMITED SUPPORT AGREEMENT (February 28th, 2019)

This Limited Support Agreement (this “Agreement”) is entered into as of September 1, 2010, between AMERICA FIRST TAX EXEMPT INVESTORS, L.P. (the “Agreement Provider”) and FEDERAL HOME LOAN MORTGAGE CORPORATION and/or any subsequent obligee under the Reimbursement Agreement hereinafter defined (the “Lender”).

America First Multifamily Investors, L.P. – AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (February 7th, 2019)

All statements in this document other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This document may also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give

America First Multifamily Investors, L.P. – PRESS RELEASE FOR IMMEDIATE RELEASE (February 7th, 2019)

Omaha, Nebraska – February 7, 2019 - America First Multifamily Investors, L.P. (NASDAQ: ATAX) (the “Partnership”) announced today that it will host a conference call for investors on Thursday, February 28, 2019 at 4:30 p.m. Eastern Standard Time to discuss the Partnership’s Fourth Quarter 2018 results.

America First Multifamily Investors, L.P. – PRESS RELEASE (November 5th, 2018)
America First Multifamily Investors, L.P. – PRESS RELEASE FOR IMMEDIATE RELEASE (October 17th, 2018)

Omaha, Nebraska – October 17, 2018 - America First Multifamily Investors, L.P. (NASDAQ: ATAX) (the “Partnership”) announced today that it will host a conference call for investors on Tuesday, November 6, 2018 at 4:30 p.m. Eastern Standard Time to discuss the Partnership’s Third Quarter 2018 results.

America First Multifamily Investors, L.P. – AMERICA FIRST MULTIFAMILY INVESTORS, L.P. ANNOUNCES THE SALE OF JADE PARK MF PROPERTY AND REDEMPTION OF A MORTGAGE REVENUE BOND (October 1st, 2018)

OMAHA, Nebraska -- America First Multifamily Investors, L.P. (NASDAQ: ATAX) (the “Partnership”) announced today that on September 25, 2018, it sold Jade Park, a 144-unit property, held in its MF Property portfolio, located in Daytona, Florida for $13.45 million. ATAX will realize a gross gain, before direct and indirect expenses, of approximately $4.0 million to be recognized in the third quarter of 2018. In addition, Lake Forest, a 240-unit property contiguous to Jade Park, was sold by its owner. The mortgage revenue bond (“MRB”) associated with Lake Forest and held by ATAX was redeemed. As a result of this sale, ATAX will realize interest, contingent interest and other income, before direct and indirect expenses, of approximately $10.4 million in the third quarter of 2018.

America First Multifamily Investors, L.P. – AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (August 14th, 2018)

All statements in this document other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This document may also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give