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1.
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U.S.
Bank National Association (“Party A”) is pleased to confirm the
Transaction entered into on the Trade Date with America First Tax Exempt
Investors, L.P. (“Party B”) under the circumstances described
below. This Confirmation incorporates the definintions and
provisions contained in the 2000 ISDA Definitions (as published by the
International Swap Dealers Association, Inc.). In the event of
any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will
govern.
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Termination
Date:
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July
9, 2011, subject to adjustment in accordance with the Modified Following
Business Day Convention
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Fixed
Rate Payer Payment Date:
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July
9, 2008
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Floating
Rate Payer Payment Dates:
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Beginning
August 1, 2008 and thereafter on the 1st
day of each month, to and including the Termination Date, subject to
adjustment in accordance with the Modified Following Business Day
Convention.
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Floating
Rate Period End Dates:
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The
1st
day of each month subject to adjustment in accordance with the Modified
Following Business Day Convention.
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Reset
Business Days:
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New
York
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3.
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On
each Payment Date, the Floating Rate Payer will pay the Fixed Rate Payer
the Floating Amount, if any, as calculated by the product
of:
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(a)
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the
Notional Amount
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(b)
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the
excess, if any, of the Floating Rate, as determined on the Rate Reset Date
for the Calculation Period, over the Cap Rate,
and
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(c)
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the
Floating Rate Day Count Fraction
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4.
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All
payments hereunder shall be made in immediately available U.S. Dollar
funds.
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5.
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In
connection with this Confirmation, each party represents and acknowledges
to the other party that:
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i.
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it
has no recourse and is not relying upon any legal, tax, regulatory,
accounting or other advice, statements or recommendations (whether written
or oral) of the other party regarding such transaction, other than the
written representations expressly made by that other party in the
Agreement and in the Confirmation in respect of such
Transaction;
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ii.
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it
has the capacity to evaluate (internally or through independent
professional advice) such Transaction (including decisions regarding the
appropriateness or suitability of such Transaction) and has made its own
decision to enter into such
Transaction;
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iii.
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it
understands the terms, conditions and risks of such Transaction and is
willing to accept those terms and conditions and to assume (financially
and otherwise) those risks;
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iv.
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it
is entering into such Transaction as principal and not as agent for any
other party;
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v.
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it
acknowledges and agrees that the other party is not acting as a fiduciary
or advisor to it in connection with such
Transaction.
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vi.
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it
acknowledges that U.S. Bank National Association has advised counterparty
to consult its own tax, accounting and legal advisors in connection with
this Transaction evidenced by this Confirmation and that it has done so;
and
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vii. it
is entering into such Transaction for the purpose of managing its
borrowings or investments, hedging its underlying assets or liabilities or
in connection with a line of business, and not for purposes of
speculation.
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6.
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The
Confirmation and Agreement shall be governed by and construed in
accordance with the laws of the State of New
York.
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7.
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Each
party may assign its rights or obligations hereunder to any other party
only with the express consent of the other party hereto. This
consent will not be unreasonably withheld or
delayed.
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