Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

TEBS Residual Financing Amendment

On November 22, 2024, Greystone Housing Impact Investors LP (the "Partnership"), entered into various agreements to amend the existing long-term financing facility (the "TEBS Residual Financing Facility") for the securitization of the Partnership's residual interests ("Class B Certificates") in multiple Tax Exempt Bond Securitizations pursuant to Freddie Mac's Tax-Exempt Bond Securitization program (the "TEBS Financing(s)"). The Wisconsin Public Financing Authority (the "Issuer") and Wilmington Trust, National Association (the "Trustee") previously created the TEBS Residual Financing Facility, with the Partnership designated as the sponsor. The Issuer previously issued Class B-1 Affordable Housing Multifamily Certificates ("Class B-1 Certificates") and residual Class B-2 Affordable Multifamily Certificates ("Class B-2 Certificates") representing beneficial interests in the Class B Certificates. The Class B-1 Certificates are held by unaffiliated investors and the Class B-2 Certificates were retained by the Partnership. The Class B-1 Certificates are considered a secured financing of the Partnership.

On October 15, 2024, the Partnership and its affiliate, ATAX TEBS II, LLC (the "Seller"), redeemed all principal and accrued interest outstanding of the Class B Certificates related to the M31 TEBS Financing. Upon redemption of the M31 Class B Certificates, the Partnership paid approximately $23.7 million to the trustee of the TEBS Residual Financing Facility, of which approximately $8.6 million was released as a principal repayment to the holders of the Class B-1 Certificates and approximately $15.1 million was retained by the Trustee at the direction of the holders of the Class B-1 Certificates.

On October 31, 2024, the Seller deposited 14 mortgage revenue bonds (the "Underlying Bonds") into a custody arrangement with Wilmington Trust, National Association (the "Custodial Trustee"). The Custodial Trustee then created senior custodial receipts and subordinate custodial receipts (the "Residual Receipts") representing interests in the individual Underlying Bonds. The Seller previously sold the senior custodial receipts with a total value of $75.4 million into a different securitization transaction. The Seller retained the Residual Receipts with a total value of $14.8 million.

On November 22, 2024, the Partnership, the Seller, and the Issuer executed an Exchange Agreement whereby the Seller sold the Residual Receipts to the Issuer in substitution of the previously redeemed M31 Class B Certificates. Upon completion of the sale, the Trustee released cash that was previously instructed to be retained, of which approximately $14.8 million was released to the Partnership and approximately $8.6 million of which was released as a principal repayment to the holders of the Class B-1 Certificates.

The following is a brief description of the principal agreements affecting the rights and obligations of the Partnership in connection with the amendments to the TEBS Residual Financing Facility. Each of the following documents is attached as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. Each such description is qualified in its entirety by reference to the full text of the document so described.

Exchange Agreement

Under the Exchange Agreement between the Partnership, the Seller, and the Issuer, the Seller sold and conveyed the Residual Receipts to the Issuer in substitution of the previously redeemed M31 Class B Certificates. Upon closing, the Trustee delivered to the Partnership cash in exchange for the Residual Receipts with the remaining cash used to redeem the Class B-1 Certificates. The Exchange Agreement contains various representations and covenants of the Seller, the Partnership and the Issuer. The Exchange Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Amended and Restated Trust Agreement

The Amended and Restated Trust Agreement between the Issuer and the Trustee updated and replaced in its entirety the previous Trust Agreement dated November 1, 2023. The Amended and Restated Trust Agreement documents the termination of the M31 Class B Certificates and substitution of the Residual Receipts. The Amended and Restated Trust Agreement includes various terms, including, but not limited to: (i) management of the TEBS Class B Certificates and Residual Receipts , Class B-1 Certificates, and the Class B-2 Certificates; (ii) distributions of cash flows; (iv) various income tax matters; (v) the duties of the Administrator; and (vi) the rights and responsibilities of the Trustee. The Amended and Restated Trust Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

In addition, the full text of the Portfolio Purchase Agreement, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission ("SEC") on November 6, 2023, and the Administration Agreement, which was attached as Exhibit 10.3 to the Current Report on Form 8-K filed by the Partnership with the SEC on November 6, 2023, are incorporated by reference herein.