On July 11, 2023, Greystone Housing Impact Investors LP entered into a Third Amendment to Credit Agreement and Annex A to Third Amendment, with BankUnited, N.A. and Bankers Trust Company, and the sole lead arranger and administrative agent, BankUnited, N.A. which modifies certain provisions of the Credit Agreement dated June 11, 2021, as amended by the First Amendment to Credit Agreement dated November 30, 2021 and the Second Amendment to Credit Agreement dated June 9, 2023. The Partnership paid to the Lenders a commitment fee totaling $160,000 at closing of the Third Amendment. In addition, the Partnership paid the Administrative Agent a $60,000 arrangement fee and a $10,000 administrative fee at closing of the Third Amendment.

The following items are the material amendments to the Amended Credit Agreement accomplished by the Third Amendment. Capitalized terms not defined herein are defined in the Amended Credit Agreement. The modification of the definition of Eligible Encumbered Assets to include Equity Partnership Investments, Senior Housing Investments, and Other Senior Real Estate Investments, provided that (i) Equity Partnership Investments and Other Senior Real Estate Investments shall comprise no less than 85% of the Partnership?s total portfolio value and (ii) Senior Housing Investments shall comprise no more than 15% of the Partnership?s total portfolio value.

The modification of the definition of the Borrowing Base to an amount equal to the product of (i) 35% multiplied by (ii) the aggregate value of the Eligible Encumbered Assets consisting of Equity Partnership Investments, Other Senior Real Estate Investments, and Senior Housing Investments, including 100% of the Partnership?s capital contributions to the Portfolio Companies solely to the extent that (x) as to each Portfolio Company, the ratio of (A) the Portfolio Company Indebtedness to (B) the stabilized value of the real property investment held by the Portfolio Company does not exceed 80%, and (y) as to the aggregate of Portfolio Companies, the ratio of (A) the Portfolio Company Indebtedness to (B) the stabilized value of the real property investment held by the Portfolio Companies does not exceed 67%. The removal of the requirement in Section 6.4(a) that the Designated Account maintain at all times a balance in an amount no less than $5,000,000. The addition of Section 2.11 whereby the Partnership may request an increase in the Commitments (each such increase, an ?Incremental Commitment?) by an aggregate amount (for all such requests) not exceeding $20,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 (or such lesser amount as may be determined by the Administrative Agent) and (ii) the Partnership shall make no more than three requests for Incremental Commitments.

The modification of the Initial Maturity Date to June 12, 2025. The modification of the Interest Rate Spread to 3.50% per annum for SOFR Rate Loans and 2.50% per annum for Base Rate Loans. The removal of references to LIBOR and various related terms. The modification of the unused commitment fee to be equal to 0.10% (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Revolving Credit Maximum if the average unused portion of the Revolving Credit Maximum is more than 50% of the aggregate Revolving Credit Maximum and 0.25% if the average unused portion of the Revolving Credit Maximum is 50% or less of the Revolving Credit Maximum.

The modification of Section 7.1(b) such that (so long as, with respect to any renewed, extended, or refinanced revolving credit facility, the maximum principal availability does not exceed the maximum principal as of the date of the Third Amendment and so long as, with respect to any term Indebtedness, the amount of such refinanced term Indebtedness does not exceed the original principal amount thereof unless (i) with respect to the Vantage Portfolio Companies, proceeds of such additional term Indebtedness are used to make distributions to ATAX Vantage Holdings, and (ii) with respect to other Portfolio Companies, at least 50% of the proceeds of such of additional term Indebtedness are used to make distributions to ATAX Freestone Holdings LLC, ATAX Great Hill Holdings LLC, and/or ATAX Senior Housing Holdings I LLC. The modification of Section 7.1(d) such that limited guaranties of Portfolio Company Indebtedness shall not exceed $75,000,000. The modification of Section 7.15(b) to require that the Partnership shall maintain (i) a Minimum Consolidated Liquidity of not less than (1) $5,000,000 until an Incremental Commitment Effective Date, and (2) following each Incremental Commitment Effective Date, $5,000,000 plus an additional pro rata amount equivalent to $625,000 for each $5,000,000 of additional Commitments provided (e.g., in the event that Incremental Commitments are provided in an aggregate amount of $20,000,000, then the Minimum Consolidated Liquidity shall be $7,500,000) and (ii) a Minimum Consolidated Tangible Net Worth of not less than $200,000,000.

The removal of Section 7.15(c) regarding notification of certain changes in the Partnership?s Tangible Net Worth in its entirety. Second Amended and Restated Guaranty On July 11, 2023, an affiliate of the Partnership, Greystone Select Incorporated, entered into a Second Amended and Restated Guaranty with the Administrative Agent that replaces the First Amended and Restated Guaranty dated November 30, 2011 in its entirety. The Amended Guaranty is enforceable upon the occurrence of (i) an event of default; (ii) the Administrative Agent taking certain actions in relation to the collateral pledged under the Amended Credit Agreement; and (iii) the amounts due under the Amended Credit Agreement are not collected within a certain period of time after the commencement of such actions.

The Partnership has an indirect interest in the Amended Guaranty but is not a party to the Amended Guaranty. Greystone Select is subject to financial covenants under the Amended Guaranty related to minimum consolidated liquidity and minimum consolidated total net worth. The material changes in the Amended Guaranty consisted of changes to certain financial covenants of Greystone Select and the addition of cure rights for Greystone Select under certain circumstances.