FIRST SUPPLEMENT TO SERIES CERTIFICATE AGREEMENT
Exhibit 10.3
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
XXXXXXX 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
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FIRST SUPPLEMENT TO SERIES CERTIFICATE AGREEMENT
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 (“Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx Mac and the Administrator. All capitalized terms used and not defined herein shall have the meaning set forth in the Standard Terms.
RECITALS:
A.Pursuant to the 2010 Series Certificate Agreement, Xxxxxxx Mac issued its Multifamily Variable Rate Certificates Series M024 on September 2, 2010.
B.On the date hereof (the "Term Reset Rate Effective Date"), the interest rate on the Class A Certificates is being converted to the Term Reset Rate pursuant to Section 5.03 of the Standard Terms and this Supplement is being delivered in order to set forth the terms of the Class A Certificates in the Term Reset Rate and to make certain amendments to the 2010 Series Certificate Agreement.
C.The Class A Certificates were originally issued with an Initial Certificate Balance of $95,810,000 and as of the date hereof have a Current Class A Certificate Balance of $41,140,000. The Class B Certificates were originally issued with an Initial Certificate Balance of $20,326,000 and as of the date hereof have a Current Class B Certificate Balance of $20,326,000.
D.On the Term Reset Rate Effective Date, the Class A Certificates are being redesignated as "Xxxxxxx Mac Multifamily M Certificates Series M-024, Class A".
E.The conditions to the Term Reset Rate Effective Date and the amendment of the 2010 Series Certificate Agreement have either been satisfied or waived.
AGREEMENT:
Section 1.The interest rate mode on the Class A Certificates is hereby converted to the Term Reset Rate. The Term Reset Rate applicable to the Class A Certificates shall be 2.304% per annum. Such Term Reset Rate shall be in effect from and including the Term Reset Rate Effective Date through the Series Expiration Date. The Term Reset Rate may not be converted to another Reset Rate. The computation of interest on the Class A Certificates following the Term Reset Rate Effective Date shall be performed on the basis of a 360-day year consisting of twelve 30-day months for each Accrual Period, with each calendar month of the Accrual Period being deemed to consist of 30 days.
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Section 2.Commencing on the date hereof, the Class A Certificates shall be designated as "Xxxxxxx Mac Multifamily M Certificates Series M-024, Class A".
Section 3.Schedule 2 to the 2010 Series Certificate Agreement setting forth the Holdback Requirement is hereby amended as set forth on Schedule 1 hereto.
Section 4.The provisions of the Standard Terms relating to a change in the Reset Rate Method, the Tender Option, the Optional Disposition Date, the Optional Series Termination Date and the Mandatory Tender of Class Certificates shall not be applicable to the Series Pool (other than with respect to Mandatory Tenders resulting from a Liquidity Provider Termination Event or a Clean-Up Event which shall be applicable to the Series Pool).
Section 5.Notwithstanding any provisions of the Standard Terms to the contrary, including those regarding the establishment and deposit of funds into the Distribution Account and the requirement to segregate Assets of the Series Pool, for so long as Xxxxxxx Mac is the Administrator, Xxxxxxx Mac shall not be required to establish separate Distribution Accounts and related subaccounts for each Series Pool, and may comingle payments received on the Assets with its other assets provided it at all times maintains accurate books and records with respect to all amounts of principal, interest and prepayment premium, if any, received on the Assets and amounts paid out on the Certificates and otherwise complies with the terms of the Standard Terms.
Section 6.Except as supplemented hereby, all terms, covenants and conditions of the Series Certificate Agreement remain unchanged and are in full force and effect.
[Signatures follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by their respective duly authorized officers or signatories as of the day and year first above written.
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FEDERAL HOME LOAN MORTGAGE |
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CORPORATION, in its corporate capacity |
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By: |
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/s/ Xxxxxx Xxxxxx |
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Xxxxxx Xxxxxx |
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Multifamily, Production Director |
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FEDERAL HOME LOAN MORTGAGE |
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CORPORATION, as Administrator |
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By: |
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/s/ Xxxxxx Xxxxxx |
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Xxxxxx Xxxxxx |
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Multifamily, Production Director |
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[Xxxxxxx Mac Signature Page to First Supplement to
Series Certificate Agreement - Series M-024]
The Sponsor hereby consents, acknowledges, accepts and agrees to the terms of this Supplement.
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ATAX TEBS I, LLC, a Delaware limited liability company |
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By: |
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AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership (f/k/a America First Tax Exempt Investors, L.P.), its Sole Member |
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By: |
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AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO, a Delaware limited partnership |
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Its: |
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General Partner |
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By: |
THE BURLINGTON CAPITAL GROUP LLC, a Delaware limited liability company |
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Its: |
General Partner |
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By: |
/s/ Xxxxx X. Xxxxx |
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Xxxxx X. Xxxxx |
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CFO |
[Sponsor Signature Page to First Supplement to
Series Certificate Agreement - Series M-024]
HOLDBACK REQUIREMENT SCHEDULE
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Period |
Date |
Cash BalanceRequired at the End of the Month |
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0 |
Initial |
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394,820.06 |
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1 |
8/15/2019 |
200,000.00 |
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2 |
9/15/2019 |
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94,007.19 |
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3 |
10/15/2019 |
200,000.00 |
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4 |
11/15/2019 |
200,000.00 |
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5 |
12/15/2019 |
200,000.00 |
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6 |
1/15/2020 |
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209,888.53 |
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7 |
2/15/2020 |
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104,911.18 |
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8 |
3/15/2020 |
- |
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9 |
4/15/2020 |
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192,904.98 |
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10 |
5/15/2020 |
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197,508.84 |
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11 |
6/15/2020 |
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200,000.00 |
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12 |
7/15/2020 |
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208,478.61 |
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13 |
8/15/2020 |
104.206.22 |
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14 |
9/15/2020 |
- |
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15 |
10/15/2020 |
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191,809.95 |
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16 |
11/15/2020 |
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196,488.77 |
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17 |
12/15/2020 |
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200,000.00 |
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18 |
1/15/2021 |
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206,211.01 |
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19 |
2/15/2021 |
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103,071.15 |
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20 |
3/15/2021 |
- |
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21 |
4/15/2021 |
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191,147.57 |
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22 |
5/15/2021 |
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196,319.27 |
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23 |
6/15/2021 |
200,000.00 |
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24 |
7/15/2021 |
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204,701.83 |
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25 |
8/15/2021 |
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102,315.28 |
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26 |
9/15/2021 |
- |
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27 |
10/15/2021 |
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189,955.98 |
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28 |
11/15/2021 |
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195,228.64 |
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29 |
12/15/2021 |
200,000.00 |
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30 |
1/15/2022 |
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202,304.44 |
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31 |
2/15/2022 |
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101,116.59 |
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32 |
3/15/2022 |
- |
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33 |
4/15/2022 |
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189,204.67 |
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34 |
5/15/2022 |
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195,001.30 |
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35 |
6/15/2022 |
200,000.00 |
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36 |
7/15/2022 |
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200,706.17 |
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37 |
8/15/2022 |
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100,314.91 |
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38 |
9/15/2022 |
- |
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39 |
10/15/2022 |
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187,911.44 |
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40 |
11/15/2022 |
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193,797.38 |
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41 |
12/15/2022 |
200,000.00 |
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42 |
1/15/2023 |
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198,135.73 |
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43 |
2/15/2023 |
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99,029.69 |
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44 |
3/15/2023 |
- |
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45 |
4/15/2023 |
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187,096.66 |
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46 |
5/15/2023 |
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193,522.91 |
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47 |
6/15/2023 |
200,000.00 |
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48 |
7/15/2023 |
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196,428.04 |
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Period |
Date |
Cash BalanceRequired at the End of the Month |
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8/15/2023 |
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98,172.03 |
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50 |
9/15/2023 |
- |
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51 |
10/15/2023 |
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185,861.96 |
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52 |
11/15/2023 |
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192,418.78 |
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53 |
12/15/2023 |
200,000.00 |
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54 |
1/15/2024 |
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131,052.07 |
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55 |
2/15/2024 |
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65,484.04 |
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56 |
3/15/2024 |
- |
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57 |
4/15/2024 |
200,000.00 |
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58 |
5/15/2024 |
200,000.00 |
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59 |
6/15/2024 |
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135,027.50 |
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60 |
7/15/2024 |
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129,270.58 |
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61 |
8/15/2024 |
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64,593.30 |
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62 |
9/15/2024 |
- |
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63 |
10/15/2024 |
200,000.00 |
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64 |
11/15/2024 |
200,000.00 |
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65 |
12/15/2024 |
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168,089.60 |
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66 |
1/15/2025 |
- |
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67 |
2/15/2025 |
- |
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68 |
3/15/2025 |
- |
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69 |
4/15/2025 |
- |
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70 |
5/15/2025 |
- |
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71 |
6/15/2025 |
- |
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72 |
7/15/2025 |
- |
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73 |
8/15/2025 |
- |
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74 |
9/15/2025 |
- |
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75 |
10/15/2025 |
- |
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76 |
11/15/2025 |
- |
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77 |
12/15/2025 |
- |
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78 |
1/15/2026 |
- |
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79 |
2/15/2026 |
- |
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80 |
3/15/2026 |
- |
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81 |
4/15/2026 |
- |
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82 |
5/15/2026 |
- |
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83 |
6/15/2026 |
- |
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|
84 |
7/15/2026 |
- |
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85 |
8/15/2026 |
- |
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|
86 |
9/15/2026 |
- |
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|
87 |
10/15/2026 |
- |
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88 |
11/15/2026 |
- |
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89 |
12/15/2026 |
- |
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90 |
1/15/2027 |
- |
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91 |
2/15/2027 |
- |
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92 |
3/15/2027 |
- |
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93 |
4/15/2027 |
- |
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94 |
5/15/2027 |
- |
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