0001193125-15-254346 Sample Contracts

SUBORDINATE BONDS CUSTODY AGREEMENT
Subordinate Bonds Custody Agreement • July 16th, 2015 • America First Multifamily Investors, L.P. • Finance services • Virginia

THIS SUBORDINATE BONDS CUSTODY AGREEMENT (this “Custody Agreement”), dated as of July 1, 2015, is among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Custodian”), a national banking association, not in its individual capacity, but solely in its capacity as custodian for the Federal Home Loan Mortgage Corporation (“Freddie Mac”), AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (the “Depositor”), a limited partnership organized and existing under the laws of the State of Delaware and ATAX TEBS III, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Sponsor”).

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SALE, CONTRIBUTION AND ASSIGNMENT AGREEMENT
Sale, Contribution and Assignment Agreement • July 16th, 2015 • America First Multifamily Investors, L.P. • Finance services • New York

THIS SALE, CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of July 1, 2015, is between AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership (“ATAX”) and ATAX TEBS III, LLC., a Delaware limited liability company (the “Sponsor”).

LIMITED SUPPORT AGREEMENT
Limited Support Agreement • July 16th, 2015 • America First Multifamily Investors, L.P. • Finance services • Virginia

This Limited Support Agreement (this “Agreement”) is entered into as of July 1, 2015, between AMERICA FIRST MULTIFAMILY INVESTORS, L.P. (the “Agreement Provider”) and FEDERAL HOME LOAN MORTGAGE CORPORATION and/or any subsequent obligee under the Reimbursement Agreement hereinafter defined (“Freddie Mac” or the “Lender”).

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 as of July 1, 2015
Pledge and Security Agreement • July 16th, 2015 • America First Multifamily Investors, L.P. • Finance services • Virginia

THIS BOND EXCHANGE, REIMBURSEMENT, PLEDGE AND SECURITY AGREEMENT dated as of July 1, 2015 (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 III, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as Sponsor (the “Sponsor”).

RATE CAP AGREEMENT (SIFMA)
Rate Cap Agreement • July 16th, 2015 • America First Multifamily Investors, L.P. • Finance services • New York

THIS RATE CAP AGREEMENT (this “Agreement”) is dated as of July 8, 2015 between Wells Fargo Bank, National Association (the “Seller”) and ATAX TEBS III, LLC (the “Buyer”), whereby the parties agree as follows:

RATE CAP AGREEMENT (SIFMA)
Rate Cap Agreement • July 16th, 2015 • America First Multifamily Investors, L.P. • Finance services • New York

THIS RATE CAP AGREEMENT (this “Agreement”) is dated as of July 8, 2015 between ROYAL BANK OF CANADA, a federally chartered Canadian bank (the “Seller”) and ATAX TEBS III, LLC, a Delaware limited liability company (the “Buyer”), whereby the parties agree as follows:

RATE CAP AGREEMENT (SIFMA)
Collateral Trust Agreement • July 16th, 2015 • America First Multifamily Investors, L.P. • Finance services • New York

THIS RATE CAP AGREEMENT (this “Agreement”) is dated as of July 8, 2015 between SMBC CAPITAL MARKETS, INC., a Delaware corporation (“SMBC CM” or the “Seller”) and ATAX TEBS III, LLC, a Delaware limited liability company (the “Buyer”), whereby the parties agree as follows:

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