Exhibit 10.2
AMENDED AND RESTATED TRUST AGREEMENT
between
PUBLIC FINANCE AUTHORITY,
as Issuer
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
Public Finance Authority
Affordable Housing Multifamily Certificates
Series 2023-1 Class B-1 Certificates
Series 2023-1 Class B-2 Certificates
Dated November 22, 2024
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. |
| 3 | |
Section 1.02. |
| 11 |
ARTICLE II
DEPOSIT OF PORTFOLIO ASSETS, TAX MATTERS
Section 2.01. |
| 11 | |
Section 2.02. | Actions, Consents and Voting with Respect to Underlying Enhanced Receipts |
| 12 |
Section 2.03. |
| 13 | |
Section 2.04. |
| 14 | |
Section 2.05. |
| 15 | |
Section 2.06. |
| 16 |
ARTICLE III
CERTIFICATES
Section 3.01. |
| 16 | |
Section 3.02. |
| 17 | |
Section 3.03. |
| 19 | |
Section 3.04. |
| 19 | |
Section 3.05. |
| 19 | |
Section 3.06. |
| 21 |
ARTICLE IV
DISTRIBUTION ACCOUNT; DISTRIBUTIONS; CERTAIN DUTIES OF TRUSTEE
Section 4.01. |
| 21 | |
Section 4.02. |
| 22 | |
Section 4.03. |
| 23 | |
Section 4.04. |
| 23 | |
Section 4.05. |
| 23 |
ARTICLE V
THE ADMINISTRATOR
Section 5.01. |
| 24 | |
Section 5.02. |
| 24 |
ARTICLE VI
THE TRUSTEE
Section 6.01. |
| 25 | |
Section 6.02. |
| 26 | |
Section 6.03. | No Duties Except as Specified in Trust Agreement, Directions or Instructions |
| 26 |
Section 6.04. |
| 27 | |
Section 6.05. |
| 27 | |
Section 6.06. |
| 27 | |
Section 6.07. |
| 28 | |
Section 6.08. |
| 31 | |
Section 6.09. |
| 31 | |
Section 6.10. |
| 31 | |
Section 6.11. | Trustee May Enforce Claims without Possession of Certificates |
| 32 |
ARTICLE VII
TAX MATTERS
Section 7.01. |
| 32 | |
Section 7.02. |
| 33 |
ARTICLE VIII
PROFITS AND LOSSES; CAPITAL ACCOUNTS
Section 8.01. |
| 38 | |
Section 8.02. |
| 38 | |
Section 8.03. |
| 40 | |
Section 8.04. |
| 41 | |
Section 8.05. |
| 42 |
ARTICLE IX
TERM AND TERMINATION OF THIS TRUST AGREEMENT
Section 9.01. |
| 42 | |
Section 9.02. |
| 42 | |
Section 9.03. |
| 43 |
ARTICLE X
MISCELLANEOUS
Section 10.01. |
| 45 | |
Section 10.02. |
| 45 |
ii
Section 10.03. |
| 46 | |
Section 10.04. |
| 47 | |
Section 10.05. |
| 47 | |
Section 10.06. |
| 47 | |
Section 10.07. |
| 48 | |
Section 10.08. |
| 48 | |
Section 10.09. |
| 48 | |
Section 10.10. |
| 48 | |
Section 10.11. |
| 48 | |
Section 10.12. |
| 49 | |
Section 10.13. |
| 49 | |
Section 10.14. |
| 49 | |
Section 10.15. |
| 50 | |
Section 10.16. |
| 50 | |
Section 10.17. |
| 50 | |
Section 10.18. |
| 50 | |
Section 10.19. |
| 51 | |
Section 10.20. |
| 52 | |
Section 10.21. |
| 53 | |
Section 10.22. |
| 53 | |
Section 10.23. |
| 54 |
SCHEDULE I |
| |
SCHEDULE II |
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TRUST AGREEMENT
This Amended and Restated Trust Agreement (this “Trust Agreement”), dated the Amendment Date, is entered into between the PUBLIC FINANCE AUTHORITY (together with its successors, the “Issuer”), a joint powers commission and a unit of government and body corporate and politic organized and existing under the laws of the State of Wisconsin, and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Trustee”), a national banking association, not in its individual capacity but solely as Trustee. This Trust Agreement amends and restates in its entirety the Trust Agreement (the “Original Trust Agreement”) between the Issuer and the Trustee, dated November 1, 2023 (the “Closing Date”).
WHEREAS, pursuant to the Original Trust Agreement the Issuer issued its Affordable Housing Multifamily Certificates Series 2023-1 Class B-1 and Class B-2 (collectively, the “Certificates”) in order to acquire three series of Freddie Mac Class B Certificates (the “Original Assets”) including the Series M-031 Class B Certificates (Non-AMT) (the “M-031 Class B Certificates”);
WHEREAS, the M31 Certificates were issued pursuant to a Series Certificate Agreement (the “M-031 Agreement”) between the Federal Home Loan Mortgage Corporation, in its corporate capacity (“Freddie Mac”) and the Federal Home Loan Mortgage Corporation, in its capacity as Administrator dated as of July 1, 2014;
WHEREAS, when the M31 Class B Certificates were issued, Freddie Mac agreed to act as the liquidity provider for the Series M-031 Class A Certificates (Non-AMT) (the “M-031 Class A Certificates” and together with the M-031 Class B Certificates, the “M-031 Certificates”) and committed to buy the M-031 Class A Certificates under certain circumstances as described in the M-031 Agreement (the “Liquidity Commitment”);
WHEREAS, ATAX TEBS II, LLC (“TEBS II”) elected to terminate the M-031 Agreement on October 15, 2024, as a result of Freddie Mac’s decision not to renew the Liquidity Commitment;
WHEREAS, the bonds which had been the assets for the M-031 Certificates (the “M-031 Bonds”) were delivered to TEBS II in connection with the termination of the M-031 Agreement;
WHEREAS, TEBS II deposited five of the M-031 Bonds, together with nine additional bonds with Wilmington Trust, National Association, in its capacity as custodian (the “Custodian”) and arranged for the issuance of 14 series of senior and subordinate custody receipts and for Freddie Mac to credit enhance the senior custody receipts;
WHEREAS, the senior custody receipts were sold to the Issuer and the subordinate custody receipts were delivered to TEBS II;
WHEREAS, at the request of TEBS II, the Issuer has agreed to amend the original Trust Agreement, substitute the subordinate custody receipts for the M31 Class B Certificates, and redeem a portion of the Class B-1 Certificates.
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In consideration of the mutual agreements contained herein, the Issuer and the Trustee agree as follows for the benefit of each of them and for the benefit of the Beneficial Owners from time to time of the Certificates issued hereunder.
DEFINITIONS
“Accrual Period” means, with respect to any Distribution Date, from and including the first day of the calendar month preceding the Distribution Date, to but excluding the first day of the calendar month in which such Distribution Date occurs, provided that the first Accrual Period shall begin on the Closing Date and end on November 30, 2023.
“Act” means Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, as amended.
“Adjusted Capital Account Deficit” means, with respect to any Beneficial Owner, the deficit balance, if any, in such Beneficial Owner’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:
“Administration Agreement” means (i) initially, the Administration Agreement, dated November 1, 2023, among the Issuer, the Administrator and the Trustee, and (ii) if the Administrator is replaced in accordance with Section 5.02, a substantially similar agreement among the Issuer, such successor Administrator, and the Trustee.
“Administrative Fees” means, collectively, the Trustee Fee and Administrator Fee (if any).
“Administrator” means, the entity appointed by the Issuer to act as Administrator hereunder, initially, Greystone Housing Impact Investors LP.
“Administrator Fee” means zero, until such time as an Administrator is appointed which is not an affiliate of Greystone Housing Impact Investors LP, in which case the Administrator Fee will be an amount equal to 0.07% of the outstanding aggregate principal balance of the Portfolio Assets.
“Adverse Tax Event” means any action or the failure to take action required herein that would cause the Class B Arrangement to be characterized as an association or publicly traded partnership taxable as a corporation for federal income tax purposes.
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“Affiliates” means, with respect to any specified Person, (a) any Person directly or indirectly Controlling, Controlled by or under common Control with the specified Person and shall include any director, officer or trustee of the specified Person; and (b) any Person directly, indirectly or beneficially owning or Controlling more than 50% of any class of voting securities of the specified Person.
“Amendment Date” means November 22, 2024.
“Authorized Denominations” means, with respect to the Class B-1 Certificates, $100,000 and increments of $5,000 in excess thereof upon initial delivery, and $0.01 in excess thereof thereafter and with respect to the Class B-2 Certificates any integral multiple of $0.01.
“Authorized Signatory” means any officer, director or other person designated by resolution of the Board of Directors of the Issuer (whether such resolution is adopted in connection with the issuance of the Certificates or otherwise) or by the Issuer’s Bylaws as an “Authorized Signatory” empowered to, among other things, execute and deliver on behalf of the Issuer the Issuer Documents and the Certificates.
“Beneficial Interest” means the interest of a Beneficial Owner in a Certificate.
“Beneficial Owner” means (a) with respect to a Certificate registered in the name of Cede & Co., as nominee of DTC, the Person who is the Beneficial Owner of such Certificate as reflected on the books of DTC, or on the books of a DTC Participant or an indirect participant, if the Certificates are not book-entry, the owner of a Certificate as set forth in the Register, and for federal income tax purposes, the Person who is the Beneficial Owner of such Certificate as determined under the Code or an any other Person treated as a partner in the Class B Arrangement for U.S. federal income tax purposes.
“Bond” or “Bonds” means the loan or loans underlying the Portfolio Assets and evidenced by the Notes.
“Business Day” means any day on which banks in New York, New York are open for commercial banking purposes that is not a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close.
“Capital Account” means the account established and maintained for each Beneficial Owner pursuant to Section 8.01.
“Capital Account Balance” means the balance of the Capital Account for each Beneficial Owner adjusted pursuant to Article VIII for all events having occurred immediately prior to the time of determination.
“Capital Contribution” means the amount of money, and the fair market value of any property other than money, contributed or deemed contributed to the Class B Arrangement by a Beneficial Owner. Any amounts paid on the Closing Date by the purchaser of a Certificate shall be deemed to have been contributed to the Class B Arrangement.
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“Cede & Co.” means Cede & Co., the nominee for DTC, and any successor nominee of DTC.
“Certificate Balance” means, with respect to the Class B-1 Certificates on the Amendment Date, $52,172,061, and with respect to the Class B-2 Certificates on the Amendment Date, $20,500,497, and in each case thereafter as adjusted from time to time as provided herein.
“Certificate Purchase Agreement” means the Certificate Purchase Agreement by and between the Issuer and the Initial Purchaser, dated October 26, 2023.
“Certificates” means, collectively, the Class B-1 Certificates and the Class B-2 Certificates.
“Class B Arrangement” means the tax partnership Beneficial Owners created and established pursuant to this Trust Agreement.
“Class B-1 Certificate” means the Public Finance Authority’s Affordable Housing Multifamily Certificates Series 2023-1 Class B-1 Certificate evidencing an interest in the Portfolio Assets as provided herein, with a Certificate Balance of $52,172,061 on the Amendment Date and bearing CUSIP Number 74448AAA0.
“Class B-1 Rate” means 7.125% per annum.
“Class B-2 Certificate” means the Public Finance Authority’s Affordable Housing Multifamily Certificates Series 2023-1 Class B-2 Certificate evidencing an interest in the Portfolio Assets as provided herein, with a Certificate Balance of $20,500,497 on the Amendment Date and bearing CUSIP Number 74448AAB8.
“Closing Date” means November 1, 2023.
“Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time (or any successor statute thereto), and the Treasury Regulations issued pursuant thereto.
“Control” (and the correlative terms “Controlling,” “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of outstanding securities, equity or other beneficial ownership interests, by contract or otherwise.
“Disposition” means, with respect to a Portfolio Asset, any sale, repayment, payment at maturity, redemption or other disposition of such Portfolio Asset, including any such action that results in the realization of gain or loss under applicable Code provisions.
“Disposition Gain” means (i) with respect to the Disposition of a Portfolio Asset, the excess (if any) of the amount realized from such Disposition over the U.S. federal income tax basis of the Class B Arrangement in such Portfolio Asset, (ii) with respect to a partial payment of Portfolio Asset Principal, the product of (A) the amount of such Portfolio Asset Principal payment and (B) the difference between 100% less the U.S. federal income tax basis of the Class B Arrangement in the portion of Portfolio Asset partially paid, expressed as a percentage, provided, if (B) is a
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negative number, the Disposition Gain shall be zero, (iii) with respect to a Mandatory Tender, the portion of the Purchase Price paid in connection with such Mandatory Tender pursuant to Section 4.03(c)(iii), or (iv) with respect to a payment of Portfolio Asset Premium, the amount of Portfolio Asset Premium received by the Trustee in respect of such Portfolio Asset.
“Disposition Loss” means, with respect to the Disposition of a Portfolio Asset, the excess (if any) of (i) the U.S. federal income tax basis of the Class B Arrangement in such Portfolio Asset over (ii) the amount realized from such Disposition as determined under the Code.
“Distribution” means the amounts distributable, including Portfolio Asset Interest, Portfolio Asset Principal, Portfolio Asset Premium and any other amounts paid with respect to the Certificates on any Distribution Date, as set forth in Section 4.02.
“Distribution Account” means the segregated trust account established by the Trustee for the benefit of the Holders and Beneficial Owners as set forth in Section 4.01.
“Distribution Date” means the 25th day of each month or, if such 25th day is not a Business Day, then the next succeeding Business Day, beginning on the First Distribution Date; provided, however, that if such next succeeding Business Day is a day in the next succeeding calendar month, then, for purposes of the definition of Accrual Period, “Distribution Date” shall mean the original Distribution Date without the next succeeding Business Day convention.
“Distribution Date Statement” has the meaning set forth in Section 4.05.
“DTC” means The Depository Trust Company or its successors
“DTC Letter of Representations” means the Blanket Letter of Representations from the Issuer to DTC dated December 14, 2018.
“DTC Participant” means a member of, or participant in, DTC as provided in the rules and regulations of DTC.
“Electing Manager” means the manager or advisor of a RIC which is the Beneficial Owner and which has elected under Section 8.04 of Revenue Procedure 2003-84 to be responsible for collecting, retaining and providing the information as required thereunder.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Agreement” means the Exchange Agreement between the Issuer and the Seller dated and effective as of the Amendment Date, related to the exchange of the M-031 Class B Certificates for the SCE Assets.
“First Distribution Date” means December 25, 2023.
“Fiscal Year” means the fiscal year of the Class B Arrangement for financial accounting purposes and for federal, state and local income tax purposes or such shorter period for which income tax returns must be prepared. Such Fiscal Year shall be the calendar year, unless a different Fiscal Year is required by Section 706(b) of the Code.
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“Holder” or “Certificateholder” means the Person in whose name a Certificate is registered as set forth in the Register, which for all book-entry Certificates initially shall be Cede & Co.
“Indemnification Agreement” means the Indemnification Agreement between the Sponsor, as indemnitor, and the Issuer, on behalf of itself and the Issuer Indemnified Parties.
“Initial Purchaser” means Jefferies LLC.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“Investor Letter” means an investor letter required pursuant to Section 2.06(c) and in the form attached hereto as Exhibit C.
“IRS” means the Internal Revenue Service.
“Issuer” means Public Finance Authority, a joint powers commission and a unit of government and body corporate and politic organized and existing under the laws of the State of Wisconsin, including any successors thereto.
“Issuer Documents” means this Trust Agreement, the Portfolio Purchase Agreement, the Certificate Purchase Agreement, the Administration Agreement, the Indemnification Agreement, the Resolution and any other agreement, certificate, contract, or instrument to be executed by the Issuer in connection with the issuance of the Certificates.
“Issuer Indemnified Party” or “Issuer Indemnified Parties” means, individually or collectively, as applicable, (i) the Issuer Sponsors, (ii) the Members, and (iii) each and all of the Issuer’s, the Issuer Sponsors’ and the Members’ respective past, present and future directors, board members, governing members, trustees, commissioners, elected or appointed officials, officers, employees, Authorized Signatories, attorneys, contractors, subcontractors, agents and advisers (including, without limitation, counsel and financial advisers), and each of their respective heirs, successors and assigns.
“Issuer Sponsor” means the National League of Cities, the National Association of Counties, the Wisconsin Counties Association, the League of Wisconsin Municipalities and any other Person identified by the Issuer as an organization sponsoring the Issuer.
“Issuer Unassigned Rights” means the rights of the Issuer expressly granted to the Issuer in this Trust Agreement and the other Issuer Documents to (a) inspect books and records, (b) give or receive notices, approvals, consents, requests, and other communications, (c) receive payment or reimbursement for costs and expenses, (d) receive payment of any fees, including attorneys’ fees, it is owed, (e) the benefit of all provisions providing the Issuer immunity from and limitation of liability, (f) indemnification from liability by the Sponsor, and (g) enforce, in its own name and on its own behalf, those provisions hereof and of any other document, instrument or agreement entered into with respect to the Certificates that provides generally for the enumerated rights or any similar rights of the Issuer or any Issuer Indemnified Party. For avoidance of doubt, the “Issuer Unassigned Rights” referenced in clauses (e), (f) and (g), above, shall include (but not be limited to) the rights of the Issuer Indemnified Parties to exculpation from liability and indemnification as
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provided in the Issuer Documents and the right of any such Issuer Indemnified Party to enforce such rights in his, her or its own name.
“Joint Exercise Agreement” has the meaning given in the Recitals.
“Loss” has the meaning included in the definition of “Profits” below.
“Majority B-1 Owners” means the Holders who own a majority of the voting rights of the Class B-1 Certificates as determined as set forth in Section 3.06.
“Majority Owners” means the Holders who own a majority of the voting rights of the Certificates as determined as set forth in Section 3.06.
“Mandatory Tender” means the mandatory tender for purchase of Class B-1 Certificates pursuant to Section 4.03.
“Mandatory Tender Date” means the date on which Class B-1 Certificates are subject to Mandatory Tender.
“Maturity Date” has the meaning set forth in Section 9.02(a).
“Members” means the parties to the Joint Exercise Agreement and any political subdivision that has been designated in the past, or from time to time in the future is designated, as a member of the Issuer pursuant to the Joint Exercise Agreement.
“Monthly Closing Election” has the meaning set forth in Section 7.02(a)(i).
“Note” or “Notes” means the notes, promissory notes, or other securities evidencing the Bonds and bonds underlying the Portfolio Assets.
“Notice Party” and “Notice Parties” means the Issuer, the Trustee, the Administrator and the Holders.
“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer, the Administrator, a Holder, a Beneficial Owner or the Trustee, which opinion is reasonably acceptable in form and substance to the Issuer.
“Permitted Investments” means any one or more of the following dollar-denominated investments which are exempt from federal income taxation: (i) commercial paper having a rating of no less than “A-1+”/“P-1” by S&P Global Ratings or Moody’s Investors Service, and (ii) money market funds having a rating of no less than “A-1+” by S&P Global Ratings.
“Person” means any individual, partnership, joint venture, corporation, trust, limited liability company, or unincorporated association, any other entity and any government or any department or agency thereof, whether acting in an individual, fiduciary or other capacity.
“PFA Certificates Data Room” means the web site which contains the offering documents for the Portfolio Assets and other related documents.
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“Portfolio Asset Interest” means that portion of any Portfolio Asset Payment designated or attributable to Note interest pursuant to the terms of the related Portfolio Asset, whether received as scheduled, upon sale of a Portfolio Asset or otherwise.
“Portfolio Asset Payments” means all payments received by the Trustee pursuant to the Portfolio Assets, including payment of Portfolio Asset Principal, Portfolio Asset Interest and Portfolio Asset Premium, if any.
“Portfolio Asset Payment Date” means the twenty-fifth (25th) day of each calendar month.
“Portfolio Asset Premium” means the amount of premium paid or payable under a Portfolio Asset, either received on a Note or otherwise, exclusive of Yield Maintenance.
“Portfolio Asset Principal” means that portion of any Portfolio Asset Payment designated or attributable to Note principal pursuant to the terms of the related Portfolio Asset, whether received as scheduled, upon sale of a Portfolio Asset or otherwise.
“Portfolio Assets” means the securities which the Sellers have sold and transferred (or caused to be sold and transferred) to the Issuer as set forth on Schedule I.
“Portfolio Purchase Agreement” means the Portfolio Purchase Agreement between the Issuer, the Sponsor and the Sellers dated and effective as of the Closing Date, related to the Portfolio Assets.
“Profits” and “Losses” means, for each Fiscal Year or other period, an amount equal to the Class B Arrangement’s taxable income or loss for such Fiscal Year or period determined by the Administrator in accordance with Section 703(a) of the Code, which, for this purpose, shall include all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code, with the following adjustments:
“Project” means a multi-family affordable housing property financed by a Bond.
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“Purchase Price” shall have the meaning set forth in Section 4.03(c).
“Record Date” means, for each Distribution Date, the close of business on the Business Day preceding each Accrual Period.
“Register” means the registration books maintained by the Trustee pursuant to Section 3.02.;
“Regulations” or “Treasury Regulations” means the Treasury Regulations promulgated under the Code.
“Regulatory Allocations” shall have the meaning set forth in Section 8.02(f).
“Resolution” means resolution number 23-37A of the Board of Directors of the Issuer adopted on July 19, 2023, authorizing the issuance, execution and delivery of the Certificates.
“RIC” means an investment company registered under the Investment Company Act.
“Securities Act” means the Securities Act of 1933, as amended.
“Sellers” means ATAX TEBS II, LLC, ATAX TEBS III, LLC, and ATAX TEBS IV, LLC,
“Sponsor” means Greystone Housing Impact Investors LP.
“Termination Date” means the date on which the Trustee distributes the final amounts due with respect to the Portfolio Assets or the date determined as set forth in Section 9.03.
“Termination Event” has the meaning set forth in Section 9.02.
“Trust” means the trust created and evidenced by this Trust Agreement.
“Trust Agreement” means this Trust Agreement.
“Trust Documents” means this Trust Agreement, the Certificates, the Certificate Purchase Agreement, the Portfolio Purchase Agreement, the Exchange Agreement, the Administration Agreement, closing certificates, account agreements and other documents, agreements, instruments and certificates relating to any of the foregoing.
“Trust Estate” means the Portfolio Assets and all money, instruments and other property that are sold, assigned and transferred to the Issuer, including all proceeds thereof, but excluding in all cases the Issuer Unassigned Rights, as defined herein, and payments received in respect therof.
“Trustee” means Wilmington Trust, National Association, not in its individual capacity but acting solely in its capacity as trustee hereunder, including its successors in interest.
“Trustee Fee” means the annual fee payable to the Trustee, in an amount equal to 0.03% of the outstanding aggregate principal balance of the Portfolio Assets.
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“Yield Maintenance” means any yield maintenance payment, prepayment premium or other amount paid by an obligor in connection with the prepayment of an underlying Note or the redemption of the related Bond in excess of the unpaid balance of the Note.
DEPOSIT OF PORTFOLIO ASSETS, TAX MATTERS
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CERTIFICATES
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Except as otherwise provided herein, so long as any Certificates are registered in the name of DTC or its nominee, the Issuer and the Trustee may treat DTC as, and deem DTC to be, the absolute owner of such Certificates for all purposes whatsoever, including, without limitation, the payment of Distributions to Holders of the Certificates, the delivery or receipt of notices of payment and other matters with respect to the Certificates and the selection of Certificates for payment.
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DISTRIBUTION ACCOUNT; DISTRIBUTIONS;
CERTAIN DUTIES OF TRUSTEE
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THE ADMINISTRATOR
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THE TRUSTEE
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TAX MATTERS
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The Administrative Fees comply with Section 7.02(b)(ii). Furthermore, for purposes of this subsection (b)(ii), the costs of collecting, managing, computing and supplying the information required under Revenue Procedure 2003-84 to be provided to the IRS and to the Beneficial Owners shall not be taken into account.
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PROFITS AND LOSSES; CAPITAL ACCOUNTS
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TERM AND TERMINATION OF THIS TRUST AGREEMENT
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MISCELLANEOUS
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement.
PUBLIC FINANCE AUTHORITY, as Issuer
By: /s/ Amity A. Dias
Name: Amity A. Dias
Title: Assistant Secretary
[Signature Page to PFA 2023-1 AHC Trust Agreement]
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By: /s/ Brock Alosky
Name: Brock Alosky
Title: Vice President
[Signature Page to PFA 2023-1 AHC A&R Trust Agreement]
SCHEDULE I
THE PORTFOLIO ASSETS
M Series Deal Name | Date of Original Issuance | Class A Certificates CUSIP | Number of Outstanding Bonds | Originally Issued Class A Certificates | Outstanding Class A Certificates1 | Class B Certificate CUSIP | Originally Issued Class B Certificates | Outstanding Class B Certificates1 |
|
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|
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Series M-0332 | 7/10/2015 | 31350ABP2 | 7 | $31,560,000 | $28,189,349 | 31350ABQ0 | $21,071,928 | $21,071,928 |
Series M-045 | 8/7/2018 | 31350ACC0 | 25 | $221,540,000 | $208,691,287 | 31350ACD8 | $39,096,296 | $36,868,997 |
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SCE Custodial Receipt Series | Closing Date | FRA CUSIP | Number of Related Bonds | FRA Receipt Amount1 | PRA CUSIP | PRA Receipt Amount1 | ||
2024-1 | 10/31/2024 | 45506CBN6 | 1 | $4,063,000.00 |
| 45506CBP1 | $717,000.00 |
|
2024-2 | 10/31/2024 | 13079PZT3 | 1 | $5,332,141.00 |
| 13079PZU0 | $940,966.08 |
|
2024-3 | 10/31/2024 | 60535NDK0 | 1 | $4,070,218.00 |
| 60535NDL8 | $718,274.37 |
|
2024-4 | 10/31/2024 | 38122MAG9 | 1 | $6,277,896.00 |
| 38122MAH7 | $1,107,864.52 |
|
2024-5 | 10/31/2024 | 38119VAT6 | 1 | $5,580,758.00 |
| 38119VAU3 | $984,840.82 |
|
2024-6 | 10/31/2024 | 74441XHU6 | 1 | $14,993,275.00 |
| 74441XHV4 | $2,645,872.49 |
|
2024-7 | 10/31/2024 | 13079PZV8 | 1 | $4,641,540.00 |
| 13079PZW6 | $819,096.20 |
|
2024-8 | 10/31/2024 | 085278CY3 | 1 | $13,336,592.00 |
| 085278CZ0 | $2,353,516.49 |
|
2024-9 | 10/31/2024 | 38122CAX4 | 1 | $3,269,032.00 |
| 38122CAY2 | $576,888.50 |
|
2024-10 | 10/31/2024 | 13079PZX4 | 1 | $1,784,257.00 |
| 13079PZY2 | $1,784,257.44 |
|
2024-11 | 10/31/2024 | 130483GY0 | 1 | $3,364,263.00 |
| 130483GZ7 | $593,695.35 |
|
2024-12 | 10/31/2024 | 13034PK30 | 1 | $3,167,526.00 |
| 13034PK48 | $558,975.78 |
|
2024-13 | 10/31/2024 | 38122MAJ3 | 1 | $2,205,805.00 |
| 38122MAK0 | $389,260.86 |
|
2024-14 | 10/31/2024 | 130483HA1 | 1 | $3,306,794.00 |
| 130483HB9 | $583,552.29 |
|
1 As of cut-off-date of October 15, 2024 for the Series M-033 and Series M-045 Certificates and as of October 1, 2024 for the SCE Custodial Receipts. |
57
2 The Outstanding Class A Certificate amounts and Outstanding Class B Certificate amounts set forth herein are the balances as reflected on the records of the administrator for the Portfolio Assets. The Sponsor has identified a potential discrepancy in such balances for each of the series, which the Sponsor does not consider to be material, and is working with the administrator for the Portfolio Assets to resolve any such discrepancy. In the event that the Outstanding Class B Certificate amounts are adjusted in the future, any such change will only affect the Class B-2 Holders. 3 Series M-033 Class A Certificates were converted to a fixed rate Term Reset Mode on July 16, 2019. The M-033 originally issued amounts reflect the balances as of the fixed rate remarketing. |
[Signature Page to PFA 2023-1 AHC A&R Trust Agreement]
SCHEDULE II
NOTICES
To the Issuer: | Public Finance Authority |
| 22 East Mifflin Street, Suite 900 |
| Madison, Wisconsin 53703 |
| Attention: Scott Carper and Michael LaPierre |
| Email: Scott Carper (scarper@pfauthority.org) and Michael |
| LaPierre (mlapierre@pfauthority.org) |
To the Trustee: | Wilmington Trust, National Association |
| One Light Street |
| 14th Floor, MD2-L140 |
| Baltimore, Maryland 21202 |
| Attention: Dennis Malabunga |
| Email: dmalabunga@wilmingtontrust.com |
To the Administrator: | Greystone Housing Impact Investors LP |
| 14301 FNB Parkway |
| Suite 211 |
| Omaha, Nebraska 68154 |
| Attention: Jesse A. Coury & Andrew Grier |
| Email: jesse.coury@greyco.com and andy.grier@greyco.com |
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