Exhibit 10.1

Execution Version

FOURTH AMENDMENT TO CREDIT AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), with an effective date of September 19, 2023 (the “Effective Date”), is entered into by and among GREYSTONE HOUSING IMPACT INVESTORS LP, a Delaware limited partnership (“Borrower”), the Lenders signatory hereto, and BANKUNITED, N.A., a national banking association, as administrative agent for the Lenders (together with its successors and assigns in such capacity and any replacement administrative agent, "Administrative Agent").

WHEREAS, Borrower (f/k/a AMERICA FIRST MULTIFAMILY INVESTORS, L.P.), Administrative Agent, and Lenders entered into that certain Credit Agreement dated as of June 11, 2021, as amended by that certain First Amendment to Credit Agreement dated as of November 30, 2021, as further amended by that certain Second Amendment to Credit Agreement dated as of June 9, 2023, as further amended by that certain Third Amendment to Credit Agreement dated as of July 11, 2023 (as further amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

WHEREAS, Borrower has requested, and Administrative Agent and Lenders have agreed to amend the terms and conditions of the Credit Agreement, pursuant to Section 10.15 of the Credit Agreement, as set forth in this Amendment. Except as expressly modified hereby, the terms of the Credit Agreement remain in full force and effect.

NOW, THEREFORE, in consideration of the foregoing premises, and promises and mutual agreements herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Upon satisfaction of the foregoing terms, Administrative Agent shall (i) deliver to such title company as Borrower directs in writing: (a) an executed Substitution of Trustee and Full Reconveyance and (b) an executed Termination of Assignment of Leases and Rents), each of the foregoing regarding the Suites on Paseo Property, and (ii) file terminations of (a) UCC financing statement 20214562485, (b) UCC financing statement 20214562808, (each of the foregoing filed with the Delaware Division of Corporations), and (c) UCC financing statement 20210460179 filed with the San Diego County Recorder.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

Signature Page to Third Amendment to Credit Agreement

GUARANTOR ACKNOWLEDGEMENT

In consideration of Administrative Agent’s and Lenders’ agreement to enter into this Fourth Amendment to Credit Agreement, which will be of material economic benefit to the undersigned, the undersigned consents to the within Fourth Amendment to Credit Agreement and agrees to comply with the terms and provisions thereof, confirms that its Guaranty is and shall remain in full force and effect, and that neither this Fourth Amendment to Credit Agreement nor any event preceding the date hereof shall operate to diminish, release or terminate such Guaranty or otherwise relieve the undersigned of any obligations hereunder or under any other Loan Document. The undersigned further represents and warrants that he is duly authorized to execute this Guarantor Acknowledgement.

Mortgagor and Guarantor Acknowledgement to Third Amendment to Credit Agreement

ANNEX A TO THIRDFOURTH AMENDMENT

CREDIT AGREEMENT

GREYSTONE HOUSING IMPACT INVESTORS LP f/k/a AMERICA FIRST MULTIFAMILY INVESTORS, L.P.,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

BANKUNITED, N.A.,

as Sole Lead Arranger and Administrative Agent

Dated as of June 11, 2021, as amended by the First Amendment to Credit Agreement dated as of November 30, 2021, as further amended by the Second Amendment to Credit Agreement dated as of June 9, 2023, as further amended by the Third Amendment to Credit Agreement dated as of July 11, 2023, as further amended by the Fourth Amendment to Credit Agreement dated as of September 19, 2023

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CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of June 11, 2021, as amended by the First Amendment to Credit Agreement dated as of November 30, 2021, as further amended by the Second Amendment to Credit Agreement dated as of June 9, 2023, as further amended by the Third Amendment to Credit Agreement dated as of July 11, 2023, as further amended by the Fourth Amendment to Credit Agreement dated as of September 19, 2023 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”), is entered into by and among AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership, as borrower (together with its permitted successors and assigns, the “Borrower”), the LENDERS party hereto from time to time, and BANKUNITED, N.A. (“BankUnited”), as administrative agent for the Lenders (together with its successors and assigns in such capacity and any replacement administrative agent appointed pursuant hereto, “Administrative Agent”), a Lender, and as the sole lead arranger (in such capacity, “Sole Lead Arranger”).

RECITALS:

WHEREAS, Borrower has requested that the Lenders extend credit to Borrower;

WHEREAS, the Lenders have agreed to extend a senior secured revolving loan facility to Borrower on the terms and conditions set forth herein;

WHEREAS, Borrower has agreed to secure the Obligations hereunder by granting to Administrative Agent, for the benefit of Secured Parties, a first priority (except for Permitted Liens) Lien on all of Borrower’s rights in and to any distributions, withdrawals, dividends, disbursements and any other payments of any type arising from or with respect to Borrower’s direct or indirect ownership interests in certain Portfolio Companies, Senior Housing Investments, and, if applicable, Other Senior Real Estate Investments (collectively, the “Encumbered Pool”);

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

“Administrative Agent” has the meaning assigned to such term in the preamble hereto.

“Administrative Questionnaire” means an Administrative Questionnaire in the form supplied by Administrative Agent.

“Advance Date” has the meaning assigned to such term in Section 2.10.

“Advanced Amount” has the meaning assigned to such term in Section 9.14(d).

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“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Borrower) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or threatened in writing against Borrower or any property of Borrower that would reasonably be expected to have a Material Adverse Effect.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling (including any member of the senior management group of such Person), controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agency Fee” means the agency fee agreed to by Borrower and Administrative Agent pursuant to the applicable Fee Letter.

“Agent Parties” has the meaning assigned to such term in Section 10.18(c).

“Aggregate Amounts Due” has the meaning assigned to such term in Section 3.5.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Anti-Corruption Laws” means any and all Requirements of Law related to anti- bribery or anti-corruption matters, including the United States Foreign Corrupt Practices Act of 1977.

“Anti-Terrorism Laws” means any and all Requirements of Law related to engaging in, financing, or facilitating terrorism or money laundering, including the PATRIOT Act, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§5311-5330 and 12 U.S.C. §§1818(s), 1820(b) and 1951-1959), Trading With the Enemy Act (50 U.S.C. §1 et seq.), Executive Order 13224 (effective September 24, 2001) and any enabling legislation, executive order or regulations issued pursuant or relating thereto and each of the laws, regulations, and executive orders administered by OFAC (31 C.F.R., Subtitle B, Chapter V), and any other applicable federal or state laws relating to “know your customer” or anti-money laundering rules and regulations.

“Appraisal” means an appraisal of the Suites on Paseo Property, contracted by Administrative Agent and paid for by Borrower, prepared by an independent third-party appraiser certified in the state in which the Suites on Paseo Property is located, which appraisal must comply in all respects with the standards for real estate appraisal established pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, and must otherwise be in form and substance reasonably satisfactory to Administrative Agent.

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“Approved Fund” means any Person (other than a natural Person or a Competitor of Borrower or Guarantor or any of their Material Subsidiaries) that (a) is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business (b) is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, (iii) an entity or an Affiliate of an entity that administers or manages a Lender or an Affiliate of a Lender, or (iv) an Eligible Institution.

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment of Leases and Rents” has the meaning set forth in the definition of Loan Documentsmeans an Assignment of Leases and Rents with respect to the Suites on Paseo Property from Mortgagor to Administrative Agent for the benefit of the Lenders.

“Assumed Tax Liability” has the meaning assigned to such term in Section 7.4.

“Authorized Officer” means, as applied to any Person, any officer authorized to bind such Person.

“Auto-debit Account” has the meaning set forth in Section 3.4(a), as may be updated by written notice to Administrative Agent.

“Availability” means, at any time, an amount equal to (a) the lesser of (i) the Revolving Credit Maximum and (ii) the Borrowing Base minus (b) the aggregate outstanding principal amount of the Loans.

“Availability Period” means the period from and including the Closing Date to but excluding the Commitment Termination Date.

“Available Tenor” has the meaning assigned to such term in Section 3.7(g).

“ATAX Vantage Holdings” means ATAX Vantage Holdings LLC.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“BankUnited” has the meaning assigned to such term in the preamble hereto.

“Base Rate” means a fluctuating rate per annum equal to the Prime Rate plus the Interest Rate Spread.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Basel Committee” means the Basel Committee on Banking Supervision and any successor or similar authority.

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“Basel III” means the global regulatory standards issued on January 13, 2011, by the Basel Committee and any requests, rules, regulations, guidelines, interpretations or directions promulgated by any Governmental Authority in connection therewith.

“Benchmark” has the meaning assigned to such term in Section 3.7(g).

“Benchmark Replacement” has the meaning assigned to such term in Section 3.7(g).

“Benchmark Replacement Adjustment” has the meaning assigned to such term in Section 3.7(g).

“Benchmark Replacement Conforming Changes” has the meaning assigned to such term in Section 3.7(g).

“Benchmark Replacement Date” has the meaning assigned to such term in Section 3.7(g).

“Benchmark Replacement Rate Loan” means a Loan that bears interest at a rate based on the Benchmark Replacement.

“Benchmark Transition Event” has the meaning assigned to such term in Section 3.7(g).

“Benchmark Transition Start Date” has the meaning assigned to such term in Section 3.7(g).

“Benchmark Unavailability Period” has the meaning assigned to such term in Section 3.7(g).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” has the meaning assigned to such term in the preamble hereto, and as of December 5, 2022 shall mean Greystone Housing Impact Investors LP, a Delaware limited partnership, together with its permitted successors and assigns.

“Borrower-Related Lender” has the meaning assigned to such term in Section 10.6(g).

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“Borrowing Base” means, at any time, an amount equal to the product of (i)

thirty-five percent (35.00%) multiplied by (ii) the aggregate value of the Eligible Encumbered Assets consisting of Equity Partnership Investments, Senior Housing Investments, and, if applicable, Other Senior Real Estate Investments, and Senior Housing Investments, including one hundred percent (100.00%) of Borrower’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 eighty percent (80.00%), 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 sixty-seven percent (67.00%).

“Borrowing Base Certificate” means a certificate executed by an authorized financial or accounting officer of Borrower (or any other Authorized Officer of Borrower reasonably satisfactory to Administrative Agent) in form and substance agreeable to Administrative Agent and delivered by Borrower to Administrative Agent pursuant to the terms of this Agreement substantially in the form of Exhibit G.

“Broker” has the meaning assigned to such term in Section 5.18(a).

“Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions in such state are authorized or required by Law to close; provided that, whenever any payment (including but not limited to the Monthly Payment Due Dates) or other obligation required under this Agreement or any other Loan Document shall be due on a day that is not a Business Day, such payment may be made or shall be debited on the Business Day Adjustment Date, unless such next succeeding Business Day would fall after the applicable Maturity Date, in which event payment shall be made on the immediately preceding Business Day.

“Business Day Adjustment Date” means the next succeeding Business Day.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person, as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests, membership interests and other equity interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash Equivalents” means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (b) marketable direct obligations issued by any state of the United States or the District of Columbia or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least

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A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary U.S. federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than One Hundred Million and 00/100 Dollars ($100,000,000.00); and (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00), and (iii) has the highest rating obtainable from either S&P or Moody’s.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means, at any time, (a) America First Capital Associates Limited Partnership Two, a Delaware limited partnership, ceases to be the sole general partner of Borrower and is not replaced by an Affiliate or other Person reasonably acceptable to the Administrative Agent; (b) a sale of all or substantially all of the consolidated assets of Borrower and its Subsidiaries in one transaction or a series of related transactions (whether by way of merger, stock purchase, asset purchase or otherwise); (c) a merger, consolidation, combination or similar transaction involving Borrower in which Borrower is not the surviving Person; (d) a transaction or series of related transactions, as a result of which the Manager does not (directly or indirectly) control the investment and management decisions of Borrower; or (e) Borrower shall cease to collectively and beneficially own and control at least the same percentage on a fully diluted basis of the economic and voting interests in the Capital Stock of any of its Subsidiaries as Borrower owns on the Closing Date (other than pursuant to a transaction expressly permitted by this Agreement).

“CIP Regulations” has the meaning assigned to such term in Section 9.20.

“Closing Certificate” means a certificate of an Authorized Officer of Borrower substantially in the form of Exhibit F.

“Closing Date” means the date on which all of the requirements set forth in Article 4 shall have been satisfied or waived in accordance with Section 9.11.

“Collateral” means, collectively, all of the personal property in which Liens are granted or purported to be granted pursuant to the Collateral Documents as security for the Obligations.

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“Collateral Documents” means the Security Agreement, Pledge Agreement, the Deed of Trust and Security Agreement with respect to the Suites on Paseo Property made by Mortgagor in favor of Administrative Agent for the benefit of the Lenders (the “Mortgage”), and all other instruments, documents and agreements delivered by Borrower pursuant to this Agreement or any other Loan Document in order to grant or maintain a Lien on any property owned directly or indirectly by Borrower as security for the Obligations.

“Commitment” means the commitment of a Lender to make or otherwise fund one or more Loans, and “Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Commitment, if any, is set forth on Schedule 1 or in the applicable Assignment and Assumption Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.

“Commitment Termination Date” means the Initial Maturity Date, as the same may be extended in accordance with Section 2.9 (except that, if such date is not a Business Day, the Commitment Termination Date shall be the Business Day Adjustment Date).

“Communications” has the meaning assigned to such term in Section 10.18(c).

“Competitor” means those Persons listed on Schedule 7 and any other Person that Borrower may identify in writing to the Administrative Agent from time to time which update shall be effective upon Administrative Agent’s written confirmation to the Borrower thereof.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control” means with respect to any Person, either (a) ownership, directly or indirectly, of more than fifty percent (50.00%) of all equity interests in such Person or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise. “Controlling” and “Controlled” shall have the correlative meaning to Control.

“Controlled Entity” means Borrower’s Controlled Affiliates.

“Corresponding Tenor” has the meaning assigned to such term in Section 3.7(g).

“Covered Entity” has the meaning assigned to such term in Section 5.22(a).

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“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Deconsolidated Balance Sheet” means the consolidated balance sheet, less the consolidated assets and liabilities from existing and future debt and/or equity funds and variable interest entities.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Rate” means any interest payable pursuant to Section 2.7.

“Defaulting Lender” has the meaning assigned to such term in Section 9.14(a).

“Deposit Bank” means BankUnited, N.A., or such other bank or depository selected by Administrative Agent in its discretion.

“Designated Account” means deposit account number 9855336684 at Deposit Bank held in the name of Borrower.

“Disposition” or “Dispose” means the voluntary or involuntary, by operation of law or otherwise, sale, transfer, license, lease or other disposition (including any sale and leaseback transaction or Division) of any property (including Capital Stock) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Capital Stock” means any Capital Stock issued by any Person that (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise or (b) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Capital Stock described in this definition, in each case of clauses (a) and (b), on or prior to the first anniversary of the Maturity Date.

“Dividing Person” has the meaning assigned to such term in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Dollars” and the sign “$” mean the lawful money of the United States.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.6(b).

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“Eligible Encumbered Assets” means at any time, assets directly or indirectly owned by Borrower which the Lenders determine in their reasonable business judgment are eligible as the basis for the extension of Loans. Eligible Encumbered Assets shall be limited as follows:

For the avoidance of doubt, only Eligible Encumbered Assets as described in clause (b) above shall be subject to designation as Eligible Encumbered Assets (or not), in the reasonable business judgment of the Lenders.

“Eligible Institution” means any of (i) a commercial bank organized under the laws of the United States, or any State thereof, and having (x) total assets in excess of One Billion and 00/100 Dollars ($1,000,000,000.00) and (y) a combined capital and surplus of at least Two Hundred and Fifty Million and 00/100 Dollars ($250,000,000.00); (ii) a commercial bank organized under the laws of any other country which is a member of the Organization of Economic Cooperation and Development (“OECD”), or a political subdivision of any such country, and having (x) total assets in excess of One Billion and 00/100 Dollars ($1,000,000,000.00) and (y) a combined capital and surplus of at least Two Hundred and Fifty Million and 00/100 Dollars ($250,000,000.00), provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of OECD; (iii) a life insurance company organized under the laws of any State of the United States, or organized under the laws of any country and licensed as a life insurer by any State within the United States and having admitted assets of at least One Billion and 00/100 Dollars ($1,000,000,000.00); (iv) a nationally recognized investment banking company or other financial institution in the business of making loans, or an Affiliate thereof (other than any Person which is directly or indirectly a Borrower or Guarantor or directly or indirectly an Affiliate of Borrower or Guarantor) organized under the laws of any State of the United States, and licensed or qualified to conduct such business under the laws of any such State and having (1) total assets of at least One Billion and 00/100 Dollars ($1,000,000,000.00) and (2) a net worth of at least Two Hundred and Fifty Million and 00/100 Dollars ($250,000,000.00); (v) an Approved Fund; or (vi) any Affiliate of BankUnited, any other Person into which, or with which, BankUnited is merged, consolidated or reorganized, or which is otherwise a successor to BankUnited by operation of law, or which acquires all or substantially all of the assets of BankUnited, any other Person which is a successor to the business operations of BankUnited and engages in substantially the same activities, or any Affiliate of any of the foregoing.

“Encumbered Pool” has the meaning assigned to such term in the preamble hereto.

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“Environmental Complaint” means any complaint, order, demand, citation or notice threatened or issued in writing to Borrower or any of its Subsidiaries by any Person with regard to air emissions, water discharges, Releases, or disposal of any Hazardous Material, noise emissions or any other environmental matter affecting Borrower, any of its Subsidiaries or any of Borrower’s or such Subsidiaries’ Properties.

“Environmental Indemnity” means that certain Environmental Indemnity, dated as of the date hereof, made by Borrower, Mortgagor and Guarantor, jointly and severally, collectively as indemnitors, in favor of Administrative Agent (for the benefit of the Lenders), as amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time.

“Environmental Laws” means any and all U.S. federal, state, local, and foreign statutes, Legal Requirements, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions, including all common law, relating to pollution or the protection of human health (as it relates to exposure to Hazardous Materials) or the environment or the release of any Hazardous Materials into the environment, including those related to air emissions and discharges to wastewater treatment systems.

“Environmental Liability” means any liability or obligation, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly, resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal or permitting or arranging for the disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Lien” means a Lien in favor of any Governmental Authority: (a) under any Environmental Law, or (b) for any liability or damages arising from, or costs incurred by, any Governmental Authority in response to the Release or threatened Release of any Hazardous Material.

“Environmental Report” has the meaning set forth in the Environmental Indemnity.

“Equity Holder” means a Person who holds an economic interest (whether as a limited partner, general partner or assignee) in Borrower.

“Equity Partnership Investments” means, at any time, with respect to any Portfolio Company, any Investment by Borrower (directly or indirectly) in any such Portfolio Company, or any evidence of Indebtedness or other security issued by such Portfolio Company and held (directly or indirectly) by Borrower.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means, any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Internal Revenue Code would be deemed at any relevant time to be a “single employer” or otherwise aggregated with Borrower under Section 414(b), 414(c), 414(m) or 414(o) of the Internal Revenue Code or Section 4001 of ERISA.

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“ERISA Event” means (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Pension Plan (other than an event as to which the PBGC has waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043 the requirement of Section 4043(a) of ERISA that it be notified of such event); (b) any failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Internal Revenue Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title 1 of ERISA), whether or not waived, or any filing of any request for or receipt of a minimum funding waiver under Section 412 of the Internal Revenue Code or Section 303 of ERISA with respect to any Pension Plan or Multiemployer Plan, or that such filing may be made, or any determination that any Pension Plan is, or is expected to be, in at-risk status under Title IV of ERISA; (c) any incurrence by Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to any Pension Plan or Multiemployer Plan (other than for premiums due and not delinquent under Section 4007 of ERISA); (d) any institution of proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (e) any incurrence by Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan, or the receipt by Borrower or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (f) any receipt by Borrower or any of its ERISA Affiliates of any notice, or any receipt by any Multiemployer Plan from Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (g) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Internal Revenue Code or Section 406 of ERISA with respect to a Pension Plan; or (h) any filing of a notice of intent to terminate any Pension Plan if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, any filing under Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension Plan under Section 4041(c) of ERISA.

“Erroneous Payment” has the meaning assigned to it in Section 9.21(a).

“Erroneous Payment Notice” has the meaning assigned to it in Section 9.21(b).

“Estimated Accrued Interest” has the meaning assigned to such term in Section 3.1.

“Event of Default” has the meaning assigned to such term in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934 and any successor statute.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to Administrative Agent or any Lender or required to be withheld or deducted from a payment to Administrative Agent or any Lender, (a) Taxes (i) imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed as a result of Administrative Agent or such Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such

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Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 3.12) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.10, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to Administrative Agent’s or such Lender’s failure to comply with Section 3.10(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Extension Fee” means the amount that is equal to twenty-five one-hundredths of one percent (0.25%) of aggregate amount of the Commitments (whether or not utilized) in effect on the effective date of each extension of the Initial Maturity Date or the extended Maturity Date, as applicable. Once paid, the Extension Fee shall be non-refundable.

“Extension Term” has the meaning assigned to such term in Section 2.9.

“Facility” means the Commitments and all Loans made to Borrower subject to the terms and conditions of Section 2 of this Agreement (reduced or increased in accordance with the provisions of Section 2.1, or any other applicable provision of this Agreement).

“Fair Market Value” means, as of any date of determination, with respect to any asset or property, the most recent fair market value of such asset or property as determined in good faith by Borrower in accordance with the Valuation Policy; provided that the Fair Market Value of any asset or property shall be adjusted in the event of any valuation conducted in accordance with Section 6.10.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/32 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, provided that if such day is not a Business Day, the Federal Funds Rate for the immediately preceding Business Day shall be applicable, as determined by Administrative Agent, or such other commercial bank as selected by Administrative Agent.

“Federal Reserve Bank” means a regional bank of the Federal Reserve System of the United States.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

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“Fee Letter” means each letter agreement, (a) dated the date hereof, and as amended and restated on the Third Amendment Effective Date, or (b) executed in connection with an Incremental Commitment increase on an Incremental Commitment Effective Date, among (i) Borrower, on the one hand, and any of (ii) Administrative Agent, the Sole Lead Arranger, or any Lender, on the other hand, in each case, with respect to certain fees payable by Borrower in connection with the Loans, as the same may be further modified or amended from time to time.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Borrower ending on December 31 of each calendar year.

“Fitch” means Fitch, Inc., a division of Fitch Ratings Ltd., or any successor thereto.

“Floor” has the meaning assigned to such term in Section 3.7(g).

“Foreign Lender” means a Lender that is not a U.S. Person.

“Funding Date” has the meaning assigned to such term in Section 2.2(b).

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of the applicable financial report.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall equal the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as

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determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means any guarantor of all or any part of the Obligations, including without limitation Greystone Select Incorporated under the terms and conditions of that certain Amended and Restated Guaranty, dated as of November 30, 2021, made by Greystone Select Incorporated in favor of Administrative Agent (for the benefit of the Lenders), as amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time. Unless otherwise specified herein or the context requires otherwise, “Guarantor” shall mean and refer to Greystone Select Incorporated.

“Guaranty” means that certain Amended and Restated Guaranty, dated as of November 30, 2021, made by Greystone Select Incorporated in favor of Administrative Agent (for the benefit of the Lenders), as amended and restated by that certain Second Amended and Restated Guaranty made by Greystone Select Incorporated in favor of Administrative Agent(for the benefit of the Lenders) dated as of the Third Amendment Effective Date, as may be further amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time.

“Hazardous Material” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and other substances or wastes of any nature regulated under or with respect to which liability or standards of conduct are imposed pursuant to any Environmental Law.

“Hedging Obligations” of any Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (a) any and all Hedging Transactions, (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (c) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

“Hedging Transaction” of any Person means (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Incremental Commitment” has the meaning specified in Section 2.11.

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“Incremental Commitment Fee” means the fee payable with respect to any Incremental Commitment in accordance with Section 2.11, as set forth in the Fee Letter.

“Incremental Commitment Effective Date” has the meaning specified in Section 2.11.

“Incremental Commitment Request” means the notice in the form of Exhibit I pursuant to which the Borrower requests an increase of the Commitments in accordance with Section 2.11.

“Incremental Lender” has the meaning specified in Section 2.11.

“Indebtedness”, as applied to any Person, means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person in respect of the deferred purchase price of property or services (other than current trade payables which are not overdue by more than 90 days), (d) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (e) all obligations in respect of Capital Leases of such Person, (f) all obligations, contingent or otherwise, of such Person in respect of letters of credit, banker’s acceptances or similar extensions of credit, (g) all Guarantees of such Person of the type of Indebtedness described in clauses (a) through (f) above, (h) all Indebtedness of a third party secured by any Lien on any property or asset owned or held by such Person, whether or not such Indebtedness has been assumed by such Person, (i) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Disqualified Capital Stock of such Person, (j) all Off-Balance Sheet Liabilities and (k) all Hedging Obligations. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 10.2(b).

“Information” has the meaning assigned to such term in Section 10.17.

“Initial Maturity Date” means June 12, 2025.

“Insurance/Condemnation Event” means any event or occurrence (i) under any casualty, business interruption or “key man” insurance policies in respect of any covered loss thereunder, or (ii) resulting in the taking of any assets of Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking.

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“Interest Period” means (a) with respect to any Term SOFR Rate Loan, (i) initially, the period beginning on (and including) the date of the initial funding of such Loan and ending on (but excluding) the first Monthly Payment Due Date, and (ii) thereafter, the period beginning on (and including) the last day of the previous Interest Period and ending on (but excluding) the day one (1) month following the previous Interest Period; provided that if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day or (b) with respect to any Benchmark Replacement Rate Loan, (i) the period beginning on (and including) the Benchmark Transition Start Date and ending on (but excluding) the next Monthly Payment Due Date and (ii) thereafter, the period beginning on (and including) the last day of the previous Interest Period and ending on (but excluding) the day one (1) month following the previous Interest Period; provided that if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day. Notwithstanding the foregoing, any Interest Period scheduled to end after the Maturity Date shall end on the Maturity Date.

“Interest Rate” means the interest rate then in effect with respect to the Loan, whether that be the Term SOFR Rate (subject to implementation of a Benchmark Replacement in accordance with Section 3.7), or the Base Rate, as applicable.

“Interest Rate Spread” means, at any time, (a) with respect to a Term SOFR Rate Loan or Benchmark Replacement Rate Loan, 3.50% (350 basis points) per annum; and (b) with respect to a Base Rate Loan, 2.50% (250 basis points) per annum, provided that for any Benchmark Replacement Rate Loan, the Interest Rate Spread may be subject to adjustment in accordance with the requirements for determining the Benchmark Replacement in Section 3.7.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Investment” means (a) any direct or indirect purchase or other acquisition by any Person of, or of a beneficial interest in, any of the Capital Stock, Securities or evidence of Indebtedness of any other Person; (b) any direct or indirect loan, advance, investment or capital contributions by any Person to any other Person, including all indebtedness and accounts receivable from that other Person; (c) any Guarantee by any Person of any obligations of another Person; and (d) any direct or indirect acquisition by any Person.

“IRS” means the United States Internal Revenue Service.

“ISDA” means International Swaps and Derivatives Association, Inc.

“Joinder Agreement” means a joinder or similar agreement entered into by any Person (including any Lender) under Section 2.11 pursuant to which such Person shall provide an Incremental Commitment hereunder and (if such Person is not then a Lender) shall become a Lender party hereto.

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“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Late Payment Charge” means an amount equal to five percent (5.00%) of the unpaid amount.

“Legal Requirements” means, statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower, any Loan Document or all or part of the Collateral or the ownership, use, or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instrument, either of record or known to Borrower, at any time in force affecting all or part of the Collateral.

“Lender” means each Person listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment and Assumption Agreement.

“Lender Funding Amount” means a Loan, an unreimbursed Protective Advance or any other amount that a Lender is required to fund under this Agreement.

“Lien” means (a) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Liquid Assets” means assets in the form of cash and (a) direct obligations of, or obligations on which the principal and interest are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States if America), in each caser maturing within one year from the date of issuance thereof; (b) investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s; (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000 and that issues (or the parent of which issues) commercial paper related at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above; (e) (i) mortgage loans that are subject to a commitment to purchase from any of Fannie Mae, Freddie Mac, Ginnie Mae, the United States Federal Housing Administration or the United States Department of Housing and Urban Development (each, individually, an “Agency”), (ii) securities issued or guaranteed by any Agency in connection with the sale or transfer of mortgage loans, and (iii) commercial mortgage backed securities rated at least “Prime-1” or “Aaa” (or the then equivalent grade) by Moody’s or “A-1” or “AAA” (or the then equivalent grade) by S&P; (f) undrawn funds available from committed unsecured facilities; and (g) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (f) above.

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“Loan” means the loans and advances made from time to time to Borrower by Administrative Agent, on behalf of the Lenders, on a Funding Date pursuant to Article 2 (each a “Loan” and collectively, the “Loans”).

“Loan Documents” means, collectively, this Agreement, the Note(s) (if any), the Collateral Documents, each Fee Letter, the Guaranty, the Assignment of Leases and Rents from Mortgagor to Administrative Agent for the benefit of the Lenders(the “Assignment of Leases and Rents”), the Environmental Indemnity, each Assignment and Assumption Agreement and all other documents, instruments or agreements executed and delivered by or on behalf of Borrower, Guarantor or Mortgagor in connection with this Agreement or any other Loan Document.

“Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender; provided, at any time prior to the making of the Loans, the Loan Exposure of any Lender shall be equal to such Lender’s Commitment.

“Loan Notice” means a notice substantially in the form of Exhibit A, that is appropriately completed by Borrower.

“Manager” means Greystone AF Manager LLC, a Delaware limited liability company.

“Margin Stock” has the meaning assigned to such term in Regulation U of the Federal Reserve Board as in effect from time to time.

“Master Agreement” has the meaning assigned to such term in the definition of “Hedging Transaction”.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, properties, assets or financial condition, as the case may be, of Borrower and Mortgagor, taken as a whole, or Guarantor, as applicable; (b) the ability of Borrower and Mortgagor, taken as a whole, or Guarantor, as applicable, to fully and timely perform its Obligations; (c) the legality, validity, binding effect, or enforceability against Borrower, Guarantor or Mortgagor, as applicable, of any Loan Document; or (d) the rights, remedies and benefits available to, or conferred upon, Administrative Agent and any Lender under any Loan Document.

“Material Contract” means any contract or other arrangement to which Borrower is a party (other than the Loan Documents) pertaining to the Encumbered Pool or any Collateral for which breach, nonperformance, cancellation or failure to renew would reasonably be expected to have a Material Adverse Effect, including for the avoidance of doubt, the Organizational Documents of the Portfolio Companies (and any intermediate holding companies through which Borrower owns the relevant Portfolio Companies).

“Material Subsidiary” means, as to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity that (a) meets the criteria set forth in the first sentence of the definition of the term “Subsidiary” and (b) has net assets in excess of Ten Million Dollars ($10,000,000.00) as determined in accordance with GAAP.

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“Maturity Date” means the earlier of (a) the Initial Maturity Date, as the same may be extended in accordance with Section 2.9, and (b) the date that all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Maximum Leverage Ratio” means, as of any date of determination, the ratio of Total Debt to Total Net Worth.

“Measurement Date” has the meaning assigned to such term in Section 7.15(a).

“Minimum Consolidated Liquidity” means, as of any date of determination, the amount of Liquid Assets of Borrower or Guarantor, as applicable, and its respective consolidated Subsidiaries., which are: (a) majority owned by Borrower or Guarantor, (b) in a non-margin account identified as being majority owned by Borrower or Guarantor or any such respective consolidated Subsidiaries, and (c) fully available to such Borrower or Guarantor or any such respective consolidated Subsidiaries on an unencumbered basis.

“Minimum Consolidated Tangible Net Worth” means, as of any date of determination, an amount equal to the Tangible Net Worth of Borrower and its Subsidiaries.

“Minimum Consolidated Total Net Worth” means, the sum of (a) an amount equal to 99% of the members’ equity of the Deconsolidated Balance Sheet of Greystone Select Company II LLC, (b) an amount equal to 60% of the members’ equity of Greystone Select Company LLC and (c) the net book value (‘NBV’) of assets and liabilities held directly by Guarantor and any wholly owned subsidiary of the Guarantor, in each case, determined in accordance with GAAP.

“Monthly Payment Due Date” means (a) the fifth (5th) day of each calendar month. occurring after the Closing Date and (b) the Maturity Date; provided that for any Monthly Payment Due Date that occurs on a day other than a Business Day, such Monthly Payment Due Date shall be deemed to be the Business Day Adjustment Date.

“Moody’s” means Moody’s Investor Services, Inc. or any successor thereto.

“Mortgage” has the meaning set forth in the definition of Collateral

Documents.means a Deed of Trust and Security Agreement with respect to the Suites on Paseo Property made by Mortgagor in favor of Administrative Agent for the benefit of the Lenders.

“Mortgagor” means Lindo Paseo LLC, owner of the Suites on Paseo Property.

“Multiemployer Plan” means any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there is or may be an obligation to contribute of) Borrower, any of its Subsidiaries or an ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which Borrower, any of its Subsidiaries or an ERISA Affiliate contributed to or had an obligation to contribute to such plan.

“NCREIF RS” means the National Council of Real Estate Investment Fiduciaries Reporting Standards.

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“Net Cash Proceeds” means, with respect to any (a) Disposition or Insurance/Condemnation Event, an amount equal to: (i) cash payments received by Borrower or any of its Subsidiaries from such Disposition (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise (including by way of a milestone payment, as applicable), but only as and when so received) or Insurance/Condemnation Event, minus (ii) any bona fide costs incurred in connection with such Disposition or Insurance/Condemnation Event (to the extent incurred in connection with the adjustment or settlement of any claims of Borrower or such Subsidiary in respect thereof or any sale of assets referred to in clause (ii) of the definition of Insurance/Condemnation Event), including (A) income or gains taxes payable by Borrower or any of such Subsidiaries as a result of any gain recognized in connection with such Disposition or Insurance/Condemnation Event during the tax period the sale occurs, (B) a reasonable reserve for delayed expenses or invoices and any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Disposition undertaken by Borrower or any of such Subsidiaries in connection with such Disposition; provided that upon release of any such reserve, the amount released shall be considered Net Cash Proceeds and (C) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Disposition or Insurance/Condemnation Event and (b) issuance of Indebtedness or Capital Stock, or a cash contribution in respect of Capital Stock, an amount equal to: (i) cash proceeds received by or for the account of Borrower or any of its Subsidiaries of such issuance or contribution, as applicable, minus (ii) underwriting discounts and commissions and other documented costs and expenses associated therewith, including documented legal fees and expenses, in each case, solely to the extent such discounts, commissions, costs, fees and expenses are paid to non-Affiliates.

“Net Mark-to-Market Exposure” of any Person means, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized losses” means the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date). For purposes of clarification, the calculation of Net Mark-to-Market Exposure shall include any amount posted as collateral or margin under the ISDA agreement associated with the Hedging Obligation as of the date of determination.

“Non-Pro Rata Advance” means a Protective Advance or a disbursement under the Loans with respect to which fewer than all Lenders have funded their respective Proportionate Shares in breach of their obligations under this Agreement.

“Note” means a promissory note substantially in the form of Exhibit B, made by Borrower to the respective order of any Lender in the principal amount equal to such Lender’s Loan.

“Obligations” means all obligations of every nature of Borrower and/or Mortgagor, as applicable, from time to time owed to Administrative Agent and the Lenders or any of them, under any Loan Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to Borrower or Mortgagor, as applicable, would have accrued on

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any Obligation, whether or not a claim is allowed against Borrower or Mortgagor, as applicable, for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.

“OECD” has the meaning assigned to such term in the definition of “Eligible Institution.”

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Off-Balance Sheet Liabilities” of any Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (c) any Synthetic Lease Obligations or (d) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its articles of organization or certificate of formation and its operating agreement. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Connection Taxes” means, with respect to Administrative Agent or any Lender, Taxes imposed as a result of a present or former connection between Administrative Agent or such Lender and the jurisdiction imposing such Tax (other than connections arising from Administrative Agent or such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Senior Real Estate Investments” means, at any time, with respect to Mortgagor, any Investment by Borrower (directly or indirectly) in Mortgagor, or any evidence of Indebtedness or other security issued by Mortgagor and held (directly or indirectly) by Borrower.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.12).

“Overadvance” shall mean, at any time, the amount by which (a) the principal amount of all outstanding Loans at such time exceeds (b) the Availability at such time.

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“Participant” has the meaning assigned to such term in Section 10.6(c).

“Participant Register” has the meaning assigned to such term in Section 10.6(c).

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as the same may be amended from time to time, and corresponding provisions of future laws related thereto.

“Payor” has the meaning assigned to such term in Section 2.10.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any “employee benefit plan” as defined in Section 3 of ERISA (other than a Multiemployer Plan) maintained or contributed to by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate has or may have an obligation to contribute and that is subject to Title IV of ERISA anytime during the five-year period immediately following the latest date on which Borrower or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Periodic Term SOFR Determination Day” has the meaning assigned to such term in Section 3.7(g).

“Permitted Liens” means, collectively, the following:

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“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities, and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Plan” means (a) an employee benefit or other plan established or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate makes or is obligated to make contributions and (b) which is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Internal Revenue Code.

“Platform” has the meaning assigned to such term in Section 10.18(a).

“Pledge Agreement” means thea Pledge and Security Agreement, dated as of June 11, 2021, between Borrower and Administrative Agent made with respect to Borrower’s interest in Mortgagor, in form and substance reasonably acceptable to Administrative Agent, as may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Portfolio Company” means each entity listed as a Portfolio Company in which the Borrower is not the managing member and which is not consolidated with Borrower’s financial statements. The Portfolio Companies as of the Closing Date are set forth on Schedule 4, as updated from time to time in accordance with Section 6.10.

“Portfolio Company Indebtedness” means Indebtedness incurred by a Portfolio Company for the purpose of acquiring, owning, managing or improving upon real estate assets owned by such Portfolio Company.

“Post-Foreclosure Plan” has the meaning assigned to such term in Section 9.3(e). “Prime Rate” means the rate of interest per annum equal to the “U.S. prime rate” as reported on such day in the Money Rates Section of the Eastern Edition of The Wall Street Journal, or if the Eastern Edition of The Wall Street Journal is not published on such day, the last published rate. In the event the Eastern Edition of The Wall Street Journal ceases to publish such rate or an equivalent on a regular basis, the term “Prime Rate” shall be determined on any day by reference to such other regularly published average prime rate for such date applicable to commercial banks as is determined by Lender in its reasonable discretion. Any change in such prime rate shall take effect on the date of any change as published in The Wall Street Journal. Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective.

“Property” means any real property, improvements thereon and any leasehold or similar interest in real property which is owned, directly or indirectly, by Borrower, or secures any investment of Borrower.

“Proportionate Share” means with respect to all payments, computations and other matters relating to the Loan of any Lender, the percentage obtained by dividing (i) the Loan Exposure of that Lender, by (ii) the aggregate Loan Exposure of all Lenders. For all other purposes with respect to each Lender, “Proportionate Share” means, the percentage set forth opposite set forth such Lender’s name on Schedule 1 attached hereto or in the Assignment and Assumption Agreement (in accordance with the terms of this Agreement) pursuant to which such Lender became a party hereto, in any case, as such percentage may be modified in the most recent Assignment and Assumption Agreement (in accordance with the terms of this Agreement) to which such Lender is a party. The aggregate Proportionate Shares of all Lenders shall equal one hundred percent (100.00%).

“Protective Advances” has the meaning assigned to such term in Section 9.3(b).

“Public Lender” has the meaning assigned to such term in Section 10.18(b).

“Qualified Special Servicer” has the meaning assigned to such term in Section 9.6(c).

“Rating Agency” means each of S&P, Moody’s, and Fitch, or any other nationally-recognized statistical rating organization.

“Reference Time” has the meaning assigned to such term in Section 3.7(g).

“Register” has the meaning assigned to such term in Section 10.6(i).

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“Related Parties” means, with respect to any Person, such Person’s Affiliates, successors, assigns, and the partners, members, managers, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge or dispersal of Hazardous Materials into the environment, other than pursuant to a Governmental Authorization or in compliance with Environmental Law.

“Relevant Governmental Body” has the meaning assigned to such term in Section 3.7(g).

“Required Lenders” means one or more Lenders having or holding more than sixty-six and two-thirds of one percent (66 2/3%) of the sum of the aggregate Loan Exposure of all Lenders; provided that in determining such percentage at any given time, the Loans held by and Commitments made by all then-existing Defaulting Lenders will be disregarded and excluded, and the pro rata interests in the Loans and Commitments shall be redetermined, for voting or approval purposes only, to exclude the pro rata interests in the Loans and Commitments of such Defaulting Lenders, provided further, if there are only two (2) Lenders, Required Lenders shall mean all Lenders that are not Defaulting Lenders and if there are only three (3) Lenders, Required Lenders shall mean at least two (2) Lenders (unless there is only one (1) Lender that is not a Defaulting Lender, in which case it may be one (1) Lender) holding at least sixty-six and two-thirds of one percent (66 2/3%) of the aggregate outstanding principal amount of the Loans or, if the Loans shall not have been made, at least sixty-six and two-thirds of one percent (66 2/3%) of the Commitments, provided that in determining such percentage at any given time, the Loans held by and Commitments made by all then-existing Defaulting Lenders will be disregarded and excluded, and the pro rata interests in the Loans and Commitments shall be redetermined, for voting or approval purposes only, to exclude the pro rata interests in the Loans and Commitments of such Defaulting Lenders.

“Required Payment” has the meaning assigned to such term in Section 2.10.

“Requirements of Law” means as to any Person, any law (statutory or common), treaty, rule, ordinance, order, judgment, Governmental Authorization, or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

“Reset Date” means the first day of each Interest Period.

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“Restricted Payment” means (a) any dividend or other distribution (whether in cash, Securities or other property), direct or indirect, on account of any shares of any class of Capital Stock of any Person now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (b) any redemption, retirement, sinking fund or similar payment (whether in cash, Securities or other property), purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of such Person now or hereafter outstanding; (c) any payment (whether in cash, Securities or other property) made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of such Person now or hereafter outstanding; (d) management or similar fees payable to any Affiliate of Borrower; and (e) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to, any subordinated Indebtedness.

“Revolving Credit Maximum” means Forty Million and 00/100 Dollars ($40,000,000.00) as it may be increased from time to time pursuant to Section 2.11.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation, or any successor thereto.

“Sanctioned Country” means, at any time, a country, territory or region that is, or whose government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by the United States (including by OFAC, the U.S. Department of the Treasury, or the U.S. Department of State), or by the United Nations Security Council, the European Union or any EU member state, Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority, (b) any Person located, operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled, directly or indirectly, by any such Person described in clause (a) or (b) of this definition.

“Sanctions” means sanctions or trade embargoes enacted, imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, U.S. Department of State, or U.S. Department of Commerce, (b) the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury of the United Kingdom, or (c) any other relevant sanctions authority.

“Secured Parties” means, collectively, Administrative Agent and the Lenders.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

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“Security Agreement” means the Pledge and Security Agreement, dated as of June 11, 2021, between Borrower and Administrative Agent, made with respect to the Designated Account and Borrower’s interest in ATAX Vantage Holdings, as amended and restated by that certain Amended and Restated Pledge and Security Agreement, dated as of the Third Amendment Effective Date, between Borrower and Administrative Agent, as may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“SEMS” means the Superfund Enterprise Management System maintained by the United States Environmental Protection Agency.

“Senior Housing Investments” means, at any time, with respect to any Portfolio Company which is the owner of senior/independent living, assisted living, memory care, and/or skilled nursing properties, any Investment by Borrower (directly or indirectly) in any such Portfolio Company, or any evidence of Indebtedness or other security issued by such Portfolio Company and held (directly or indirectly) by Borrower.

“Senior Loans” has the meaning assigned to such term in Section 9.14(h).

“Servicing Fees” has the meaning assigned to such term in Section 9.6(a).

“SOFR” has the meaning assigned to such term in Section 3.7(g).

“SOFR Administrator” has the meaning assigned to such term in Section 3.7(g).

“SOFR Administrator’s Website” has the meaning assigned to such term in Section 3.7(g).

“SOFR Based Loan” has the meaning assigned to such term in Section 3.7(g)

“Sole Lead Arranger” has the meaning assigned to such term in the preamble hereto.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair market value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent liabilities and other commitments as they mature or as they otherwise are due and payable in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (e) such Person does not have unreasonably small capital to carry out its business as conducted or as proposed to be conducted.

“Special Advance Lender” has the meaning assigned to such term in Section 9.14(c).

“Special Servicing Event” has the meaning assigned to such term in Section 9.6(c).

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“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than fifty percent (50.00%) of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. The parties hereto acknowledge and agree that for purposes of this Agreement and all other Loan Documents, (i) ATAX Vantage Holdings, ATAX Freestone Holdings LLC, ATAX Great Hill Holdings LLC, ATAX Senior Housing Holdings I LLC and Lindo Paseo LLC shall be considered to be the sole Subsidiaries of Borrower, except for purposes of (w) the financial statements required to be delivered by Borrower pursuant to Section 6.1(a) and (b) of this Agreement, (x) calculating the Minimum Consolidated Liquidity and the Minimum Consolidated Tangible Net Worth financial covenants set forth in Section 7.15of this Agreement and (y) Sections 8.1(f)and 8.1(g) of this Agreement and (ii) no Portfolio Company shall be considered a Subsidiary of Borrower.

“Suites on Paseo Property” means that certain multi-family property owned by Lindo Paseo LLC, a Delaware limited liability company, with an address of 5565, 5595 and 5625 Lindo Paseo, San Diego, CA 92115and encumbered by the Mortgage.

“Synthetic Lease” means a lease transaction under which parties intend that (a) the lease will be treated as an “operating lease” by the lessee pursuant to FASB ASC 840 and (b) all rental and purchase price payment obligations of such Person under such synthetic leases assuming such Person exercises the option to purchase the lease property at the end of the term.

“Synthetic Lease Obligations” means, with respect to any Person, the sum of (a) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication and (b) all rental and purchase price payment obligations of such Person under such Capital Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term.

“Tangible Net Worth” means, with respect to any Person on the relevant date of determination, an amount equal to the sum of the value of such Person’s total assets (without deduction for accumulated depreciation) less (1) the value of all intangible assets of such Person and (2) all liabilities (including contingent and indirect liabilities) of such Person, all as determined in accordance with GAAP (unless otherwise indicated herein). For purposes of this definition, the term “intangible assets” shall include, without limitation, (i) deferred charges and (ii) the aggregate of all amounts appearing on the assets side of such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, trade names, goodwill, treasury stock, experimental or organizational expenses, straight-line rent accruals and other like intangibles but excluding all amounts for real property acquisitions that have been allocated to lease intangibles. For purposes of this definition, the term “liabilities” shall include, without limitation, (i) Indebtedness, (ii) deferred liabilities and (iii) obligations in respect of Capital Leases, but shall exclude all amounts for real property acquisition costs which have been allocated to lease intangibles. Tangible Net Worth shall be calculated on a consolidated basis in accordance with GAAP (unless otherwise indicated herein).

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“Taxable Holders” has the meaning assigned to such term in Section 7.4. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term” means the entire term of this Agreement, which shall expire upon the repayment in full of the Obligations (other than contingent indemnification obligations and other contingent obligations not yet accrued and payable) and the termination of the Commitments.

“Term SOFR” has the meaning assigned to such term in Section 3.7(g).

“Term SOFR Administrator” has the meaning assigned to such term in Section 3.7(g).

“Term SOFR Rate” has the meaning assigned to such term in Section 3.7(g).

“Third Amendment Effective Date” means July 11, 2023.

“Title Insurance Policy” means, if a Mortgage secures the Loan, a CLTA

mortgagee title insurance policy in the form acceptable to Administrative Agent issued with respect to the Suites on Paseo Property and insuring the first priority Lien of the Mortgage.

“Total Debt” means borrowed money appearing on the balance sheet of the Guarantor’s consolidated financial statements, less (a) any collateralized loan obligations or other securitization financings, (b) any promissory notes, consolidated senior interests (i.e., “A Notes”), or participation certificate obligations payable in connection with participations in loans that are, in each of clauses (a) and (b), non-recourse to the Guarantor or any consolidated Subsidiaries, (c) agency funding agreements, and (d) borrowed money from existing and future debt and/or equity funds and variable interest entities.

“Total Net Worth” means the sum of (a) an amount equal to 99% of the members’ equity of the Deconsolidated Balance Sheet of Greystone Select Company II LLC, (b) an amount equal to 60% of the members’ equity of Greystone Select Company LLC, and (c) the net book value of assets and liabilities held directly by the Guarantor and any wholly owned subsidiary of the Guarantor, in each case determined in accordance with GAAP.

“Total Valuation” means, on any date of determination, the result of (a) the aggregate Fair Market Value of the Equity Partnership Investments of the Portfolio Companies, calculated in accordance with the Valuation Policies in effect on the Closing Date, minus (b) all Indebtedness and other liabilities reflected on the balance sheet of Borrower as of such date. The Total Valuation is (x) as of the Closing Date, as set forth on Schedule 2 and (y) thereafter, as set forth in the most recent Valuation Report.

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“Transfer” means any sale, conveyance, transfer, lease, lien, pledge, mortgage, security interest, assignment or other hypothecation, encumbrance or alienation, or the entry into any agreement to sell, convey, transfer, lease, lien, pledge, mortgage, assign, hypothecate, encumber or alienate, whether by law or otherwise, of, on, in or affecting (i) all or part of the Collateral (including any legal or beneficial direct or indirect interest therein), or (ii) any direct or indirect legal or beneficial interest in Borrower (including any profit interest).

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unadjusted Benchmark Replacement” has the meaning assigned to such term in Section 3.7(g).

“Unfunded Pension Liability” of any Pension Plan means the amount, if any, by which the value of the accumulated plan benefits under the Pension Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all Pension Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).

“United States” and “U.S.” mean the United States of America.

“Unpaid Amount” has the meaning assigned to such term in Section 9.14(d).

“Unused Line Fee” has the meaning assigned to such term in Section 2.8(c).

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Government Securities Business Day” has the meaning assigned to such term in Section 3.7(g).

“U.S. Person” means any Person that is defined as a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 3.10(f)(ii)(B).

“Valuation Policy” means Borrower’s internally-set valuation policy for Portfolio Companies, disclosed to Borrower’s limited partners and Administrative Agent prior to the Closing Date and attached hereto as Schedule 6, which shall be consistent with GAAP, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 7.11.

“Valuation Report” means the report reflecting the Total Valuation delivered to Administrative Agent pursuant to Section 6.1(a)(ii), which shall be in form and substance consistent with the calculation of the Total Valuation disclosed to Administrative Agent prior to the Closing Date and delivered to the applicable limited partners of Borrower from time to time.

“Vantage Portfolio Companies” means those Portfolio Companies listed on Schedule 2 of which ATAX Vantage Holdings is a member of the sole member of such Portfolio Company.

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“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means Borrower and Administrative Agent.

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ARTICLE 2

LOANS

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If Administrative Agent determines in its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and so long as no Default or Event of Default exists (as set forth in (ii) above), the term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Borrower, the Administrative Agent and each Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Section 9.11. For the avoidance of doubt, notwithstanding anything to the contrary herein, (i) the first Extension Term may be requested by Borrower and, subject to satisfaction of the terms and conditions herein, shall be granted by the Lenders, and (ii) any subsequent Extension Term may be requested by Borrower, and such request shall be granted or denied in the sole discretion of the Lenders.

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If applicable in order to effect such increase, the Borrower, the Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which the Incremental Lender(s) will provide the Incremental Commitment(s).

Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section 2.11, each Incremental Commitment shall be a Commitment (and not a separate facility hereunder), each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Loans made by it on such Incremental Commitment Effective Date pursuant to this Section shall be Loans, for all purposes of this Agreement.

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As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this paragraph (d), the Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the increase in the Commitments to the Borrower and the Lenders (including each Incremental Lender). For the avoidance of doubt, any Incremental Commitment will be on the same terms as contained herein with respect to the Facility. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of any Incremental Commitment.

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ARTICLE 3

PAYMENT OF OBLIGATIONS

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first, to pay any fees, indemnities, or expense reimbursements then due to Administrative Agent from Borrower (including, for the avoidance of doubt, all documented costs and expenses of any sale, collection or other realization, including compensation to Administrative Agent and its agents and counsel, and all other documented expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity as Administrative Agent and not as a Lender) and all documented costs and expenses paid or incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof);

second, to pay any documented fees, indemnities, or expense reimbursements then due to the Lenders from Borrower, including those specified in Section 10.2, to the full extent thereof;

third, to the payment of any accrued and unpaid interest, including any interest at the Default Rate;

fourth, to prepay the Loans on a pro rata basis;

fifth, to any other Obligations then due and payable and not otherwise referred to earlier in this Section 3.3; and

sixth, upon satisfaction in full of all Obligations, to Borrower or as otherwise required by applicable Legal Requirements.

During the continuance of an Event of Default, all proceeds of repayment, including any payment or recovery on the Collateral shall, unless otherwise provided in the Loan Documents, be applied in such order and in such manner as Administrative Agent shall elect in Administrative Agent’s reasonable discretion.

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in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in the Aggregate Amounts Due, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. For the avoidance of doubt, Administrative Agent and each Lender agree that the terms of this Section 3.5 apply only to payments received by a Lender with respect to the Loans under this Agreement and other amounts due under this Agreement and the other Loan Documents, and shall not apply to any other payments received by a Lender with respect to any other separate credit facility now or hereafter provided by a Lender to Borrower or an Affiliate of Borrower.

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“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of this Section 3.7.

“Benchmark” means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Rate or the then- current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of this Section 3.7.

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Administrative Agent giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Administrative Agent and Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, (A) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such

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determination and (B) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Replacement Loan” means a Loan that bears interest at the Benchmark Replacement.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety

(90) days after such statement or publication, the date of such statement or publication.

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“Benchmark Unavailability Period means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.7 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.7.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Floor” means twenty-five one-hundredths of one percent (0.25%).

“Periodic Term SOFR Determination Day” has the meaning provided in the definition of “Term SOFR”.

“Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is Term SOFR, 11:00 a.m. (New York time) on the day that is two New York banking days preceding the date of such setting, and (b) if such Benchmark is not Term SOFR, the time determined by Lender in accordance with Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means, with respect to any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for such U.S. Government Securities Business Day published by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Based Loan” means a Loan that bears interest at a rate based on Term SOFR.

“Term SOFR” means, for any calculation with respect to a SOFR Based Loan, the

Term SOFR Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then Term SOFR will be the Term SOFR Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Rate for such tenor was published by the Term SOFR Administrator. If at any time

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Term SOFR determined as set forth above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor for purposes of this Agreement.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Rate selected by Administrative Agent in its reasonable discretion).

“Term SOFR Rate” means a floating rate per annum equal to the Interest Rate Spread plus Term SOFR for such Interest Period.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

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Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

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ARTICLE 4

CONDITIONS PRECEDENT

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Each Lender, by delivering its signature page to this Agreement on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by Administrative Agent, Required Lenders or Lenders, as applicable on the Closing Date. Administrative Agent shall promptly provide Borrower and the Lenders written notification of the effectiveness hereof.

Administrative Agent and Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Loan, written confirmation of the satisfaction of any of the foregoing if, in the good faith judgment of Administrative Agent or Required Lenders such request is warranted under the circumstances. The request and acceptance by Borrower of the proceeds

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of any Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 4.2 have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of security interests, in favor of Administrative Agent and Lenders.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

In order to induce Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, Borrower represents and warrants to Administrative Agent and Lender on the Closing Date and each Funding Date as follows:

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any activities or business of or with any Sanctioned Person or in any Sanctioned Country, (y) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value to any Person in violation of any Anti-Corruption Laws, or (z) otherwise in any manner that would result in a violation, in any material respect, of Sanctions, Anti-Terrorism Laws, or Anti-Corruption Laws by any Person.

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All of the representations and warranties in this Article 5 and elsewhere in the Loan Documents (i) shall survive the funding and repayment of the Loans and (ii) shall be deemed to have been relied upon by Administrative Agent and the Lenders notwithstanding any investigation heretofore or hereafter made by Administrative Agent or any Lender or on their respective behalf.

ARTICLE 6

AFFIRMATIVE COVENANTS

Borrower covenants and agrees that until payment in full of all Obligations (other than contingent indemnification obligations and other contingent obligations not yet accrued and payable), Borrower shall, and it shall cause each of its Subsidiaries to, perform all covenants in this Article 6.

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recognized national standing selected by Borrower and reasonably acceptable to Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with standards of the Public Company Accounting Oversight Board (United States);