The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of December 31, 2022 and 2021:


		Outstanding Debt Financings as of December 31, 2022, net		Restricted Cash		Stated Maturities	Interest Rate Type	Tax-Exempt Interest on Senior Securities (1)	Remarketing Senior Securities Rate (2)	Facility Fees	Period End Rates
TEBS Financings
M31 TEBS	(3)	$	75,570,121	$	4,999	2024	Variable	Yes	3.69%	1.55%	5.24%
M24 TEBS			7,489,619		204,000	2027	Fixed	Yes	N/A	N/A	3.05%
M33 TEBS			29,549,954		2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS	(4)		211,914,923		5,000	2034	Fixed	Yes	N/A	N/A	3.82%
Subtotal/Weighed Average Period End Rate			324,524,617								4.08%

Secured Notes		$	102,488,160		35,979,743	2025	Variable	No	N/A	N/A	13.05%	(5)

TOB Trust Securitizations
Mizuho Capital Markets:
Montevista - Series A		$	5,650,044	(6)		2023	Variable	Yes	3.86%	1.27%	5.13%
Trust 2020-XF2908	(7)		43,472,232	(6)		2023	Variable	No	4.57%	0.89%	5.46%
Hope on Avalon GIL			18,695,484	(6)		2023	Variable	Yes	3.86%	1.44%	5.30%
Hope on Broadway GIL			9,670,809	(6)		2023	Variable	Yes	3.86%	1.44%	5.30%
Ocotillo Springs - Series A			9,978,639	(6)		2023	Variable	Yes	3.86%	0.91%	4.77%
Jackson Manor Apartments			5,859,141	(6)		2023	Variable	Yes	3.88%	1.29%	5.17%
Trust 2021-XF2926	(8)		70,402,736	(6)		2024	Variable	No	4.57%	0.89%	5.46%
Trust 2021-XF2939	(9)		7,341,558	(6)		2024	Variable	No	4.57%	1.16%	5.73%
Scharbauer Flats GIL			36,000,000	(6)		2024	Variable	Yes	3.88%	0.91%	4.79%
Oasis at Twin Lakes GIL			30,600,000	(6)		2024	Variable	Yes	3.88%	0.91%	4.79%
Centennial Crossing GIL			29,772,000	(6)		2024	Variable	Yes	3.88%	0.91%	4.79%
Residency at the Mayer - Series A			21,450,000	(6)		2024	Variable	Yes	3.86%	1.19%	5.05%
Montecito at Williams Ranch - Series A			6,872,074	(6)		2025	Variable	Yes	3.62%	1.17%	4.79%
Vineyard Gardens - Series A			3,592,692	(6)		2025	Variable	Yes	3.67%	1.17%	4.84%
The Park at Sondrio - Series 2022A			30,354,275	(6)		2025	Variable	Yes	3.88%	1.43%	5.31%
The Park at Vietti - Series 2022A			21,489,569	(6)		2025	Variable	Yes	3.88%	1.43%	5.31%
Avistar at Copperfield - Series A			11,501,641	(6)		2025	Variable	Yes	3.80%	1.67%	5.47%
Avistar at Wilcrest - Series A			4,350,640	(6)		2025	Variable	Yes	3.88%	1.67%	5.55%
Residency at the Entrepreneur MRBs			16,513,817	(6)		2025	Variable	No	4.57%	1.18%	5.75%
Legacy Commons at Signal Hills & Hilltop at Signal Hills GILs			53,160,000	(6)		2025	Variable	Yes	3.88%	0.91%	4.79%
Osprey Village GIL			32,905,000	(6)		2025	Variable	Yes	3.88%	1.19%	5.07%
Avistar at Wood Hollow - Series A			33,092,580	(6)		2027	Variable	Yes	3.88%	1.44%	5.32%
Live 929			53,092,000	(6)		2027	Variable	Yes	3.88%	1.18%	5.06%
Barclays Capital Inc.:
Trust 2021-XF2953	(10)		46,548,777		-	2023	Variable	No	4.42%	1.27%	5.69%
Poppy Grove I GIL			6,258,486		-	2023	Variable	Yes	3.81%	1.25%	5.06%
Poppy Grove II GIL			3,614,486		-	2023	Variable	Yes	3.81%	1.25%	5.06%
Poppy Grove III GIL			6,821,486		-	2023	Variable	Yes	3.81%	1.25%	5.06%
Subtotal/Weighed Average Period End Rate			619,060,166								5.19%

Term TOB Trust Securitizations
Morgan Stanley:
Village at Avalon		$	12,831,009		-	2024	Fixed	Yes	N/A	N/A	1.98%

Total Debt Financings		$	1,058,903,952

(1)

The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the trust financing. Debt financings designated as “tax-exempt” in the table above are such that the Partnership expects and believes the interest on the senior securities is exempt from federal income taxes, which typically requires a lower remarketing rate to place the senior securities at each weekly reset.

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

Facility fees have a variable component.

(4)

The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.

(5)

The Secured Notes have a stated rate of 9.25% plus SOFR which resets monthly. The Partnership has entered into a total return swap transaction with the Secured Notes as the reference security and a notional amount totaling the outstanding principal on the Secured Notes. The total return swap effectively nets down the interest rate on the Secured Notes. Considering the effect of the total return swap, the effective net interest rate of the Secured Notes is 7.80% as of December 31, 2022. See Note 17 for further information on the total return swap.

(6)

The Partnership has restricted cash totaling approximately $38,000 related to its total net position with Mizuho Capital Markets.

(7)

The TOB trust is securitized by the Scharbauer Flats Apartments and Centennial Crossings property loans.

(8)

The TOB trust is securitized by the Legacy Commons at Signal Hills property loan, Hilltop at Signal Hills property loan, Hope on Avalon
taxable GIL, and the Oasis at Twin Lakes property loan.

(9)

The TOB trust is securitized by the Residency at the Mayer taxable MRB, Ocotillo Springs taxable MRB, and Osprey Village property loan.

(10)

The TOB trust is securitized by the Willow Place GIL and property loan, Lutheran Gardens MRB, Magnolia Heights GIL and property loan, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.


		Outstanding Debt Financings as of December 31, 2021, net		Restricted Cash		Stated Maturities	Interest Rate Type	Tax-Exempt Interest on Senior Securities (1)	Remarketing Senior Securities Rate (2)	Facility Fees	Period End Rates
TEBS Financings
M31 TEBS	(3)		76,964,051		4,999	2024	Variable	Yes	0.13%	1.32%	1.45%
M24 TEBS		$	35,551,762	$	204,000	2027	Fixed	Yes	N/A	N/A	3.05%
M33 TEBS			30,191,051		2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS	(4)		213,931,752		5,000	2034	Fixed	Yes	N/A	N/A	3.82%
Subtotal/Weighed Average Period End Rate			356,638,616								3.19%

Secured Notes			102,798,158		77,531,264	2025	Variable	N/A	N/A	N/A	9.20%	(5)

TOB Trust Securitizations
Mizuho Capital Markets:
Ocotillo Springs - Series A			13,482,312		-	2022	Variable	Yes	0.23%	0.89%	1.12%
Live 929 Apartments - Series A		$	31,564,286		-	2023	Variable	Yes	0.23%	1.66%	1.89%
Montecito at Williams Ranch - Series A			6,919,404		-	2023	Variable	Yes	0.23%	1.17%	1.40%
Montevista - Series A			5,674,091		-	2023	Variable	Yes	0.23%	1.27%	1.50%
Vineyard Gardens - Series A			3,590,598		-	2023	Variable	Yes	0.23%	1.17%	1.40%
Avistar at Copperfield - Series A			11,617,039		-	2023	Variable	Yes	0.30%	1.67%	1.97%
Avistar at Wilcrest - Series A			4,392,032		-	2023	Variable	Yes	0.30%	1.67%	1.97%
Avistar at Wood Hollow - Series A			33,446,044		-	2023	Variable	Yes	0.30%	1.67%	1.97%
Gateway Village			2,177,527		-	2023	Variable	Yes	0.30%	1.67%	1.97%
Lynnhaven Apartments			2,891,534		-	2023	Variable	Yes	0.30%	1.67%	1.97%
Trust 2020-XF2907	(6)		96,297,732		-	2023	Variable	No	0.18%	0.89%	1.07%
Trust 2020-XF2908	(7)		18,845,580		-	2023	Variable	No	0.18%	0.89%	1.07%
Hope on Avalon GIL			7,931,925		-	2023	Variable	Yes	0.23%	1.42%	1.65%
Hope on Broadway GIL			2,919,748		-	2023	Variable	Yes	0.23%	1.42%	1.65%
Jackson Manor Apartments			4,133,705		-	2023	Variable	Yes	0.23%	1.27%	1.50%
Trust 2021-XF2926	(8)		71,519,933		-	2024	Variable	No	0.18%	0.89%	1.07%
Trust 2021-XF2939	(9)		27,183,562		-	2024	Variable	No	0.18%	1.16%	1.34%
Barclays Capital Inc.:
Trust 2021-XF-2953	(10)		3,139,698		-	2022	Variable	No	0.14%	1.27%	1.41%
Subtotal/Weighed Average Period End Rate			347,726,750								1.35%

Term TOB Trust Securitizations
Morgan Stanley:
Village at Avalon		$	12,915,190		-	2024	Fixed	Yes	N/A	N/A	1.98%

Total Debt Financings		$	820,078,714

(1)

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

Facility fees have a variable component.

(4)

(5)

The Secured Notes have a stated rate of 9.00% plus LIBOR which resets monthly. The Partnership has entered into two total return swap transactions with the Secured Notes as the reference security and notional amounts totaling the outstanding principal on the Secured Notes. The total return swaps effectively net down the interest rate on the Secured Notes. Considering the effect of the total return swaps, the effective net interest rate is 4.25% for approximately $39.6 million of the Secured Notes and 1.00% for approximately $63.5 million of the Secured Notes as of December 31, 2021. See Note 17 for further information on the total return swaps.

(6)

The TOB trust is securitized by the Scharbauer Flats Apartments, Oasis at Twin Lakes, and Centennial Crossings GILs.

(7)

The TOB trust is securitized by the Scharbauer Flats Apartments and Centennial Crossings property loans.

(8)

The TOB trust is securitized by the Legacy Commons at Signal Hills GIL and property loan, the Hilltop at Signal Hills GIL and property loan, Hope on Avalon
taxable GIL, and the Oasis at Twin Lakes property loan.

(9)

The TOB trust is securitized by the Residency at the Mayer MRB and taxable MRB, the Ocotillo Springs taxable MRB, and the Osprey Village GIL and property loan.

(10)

The TOB trust is securitized by the Willow Place GIL and property loan.

The TOB, term TOB and TEBS financing arrangements are consolidated VIEs of the Partnership (Note 5). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, term TOB and TEBS financings on the Partnership's consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOB, term TOB and TEBS financings in Notes 6, 7, 10 and 12, respectively. As the residual interest holder in the arrangements, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The shortfall on each TEBS financing is limited to the Partnership’s residual interest. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

The Partnership’s variable rate debt financing arrangements include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.

The Partnership, through four wholly owned subsidiaries (collectively, the “TEBS Sponsors”), has sponsored four separate TEBS financings – the M24 TEBS financing, the M31 TEBS financing, the M33 TEBS financing, and the M45 TEBS financing (collectively, the “TEBS financings”). The TEBS financings are structured such that the Partnership transferred MRBs to Freddie Mac to be securitized into the TEBS financings. Freddie Mac then issued Class A and Class B Freddie Mac Multifamily Variable Rate Certificates or Class A and Class B Freddie Mac Multifamily Fixed Rate Certificates (collectively, the “TEBS Certificates”), which represent beneficial interests in the securitized assets. The Class A TEBS Certificates are senior securities that are sold to unaffiliated investors and entitle the holders to cash flows from the securitized assets. The Class A TEBS Certificates are credit enhanced by Freddie Mac such that Freddie Mac will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the Class A TEBS Certificate holders. The TEBS Sponsors or Partnership would then be required to reimburse Freddie Mac for any credit enhancement payments. The Class B TEBS Certificates are residual interests retained by the TEBS Sponsors and grant the Partnership rights to certain cash flows from the securitized assets after payment to the Class A Certificates and related facility fees, as well as certain other rights to the securitized assets. The TEBS financings are non-recourse financing to the Partnership and the maximum exposure to loss is the value of the Class B Certificates, before consideration of the Partnership’s total return swap.

The M31 TEBS financing includes maximum interest rate provisions that prevent the debt service from exceeding the cash flows from the underlying securitized assets.

As of December 31, 2022 and 2021, the Partnership posted restricted cash as contractually required under the terms of the four TEBS financings. In addition, the Partnership has entered into an interest rate cap agreement to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS financing (Note 17).

ATAX TEBS Holdings, LLC, a wholly owned subsidiary of the Partnership, has issued Secured Notes to Mizuho with an initial aggregate principal amount of $103.5 million. The Secured Notes are secured by the Partnership’s residual certificates associated with its four TEBS financings. The Secured Notes bear interest at a variable rate equal to SOFR plus 9.25%, payable monthly. Interest due on the Secured Notes will be paid from receipts related to the four TEBS financing residual certificates. Future receipts of principal related to the four TEBS financing residual certificates will be used to pay down the principal of the Secured Notes. The Partnership has guaranteed the payment and performance of the responsibilities of ATAX TEBS Holdings, LLC under the Secured Notes. If ATAX TEBS Holdings, LLC defaults on its obligations under the Secured Notes and the Partnership does not cure the default, the Partnership’s four TEBS financing residual certificates and their related rights to the underlying TEBS assets will be assigned to Mizuho. If this occurs, the Partnership will cease to be the primary beneficiary of the TEBS financing VIEs and such VIEs will no longer be consolidated in the Partnership’s consolidated financial statements. Concurrent with the issuance of the Secured Notes, the Partnership entered into two total return swap transactions with Mizuho to reduce the net interest cost related to the Secured Notes (Note 17). The Secured Notes are non-recourse obligations of the Partnership, though there is recourse to the Partnership for any valuation shortfalls under the related

total return swap. The total return swap is a position subject to the Partnership’s overall net mark-to-market determination under the Mizuho ISDA master agreement discussed below.

The restricted cash associated with the Secured Notes is collateral posted with Mizuho according to the terms of the total return swap that has the Secured Notes as the reference security (Note 17).

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trust structures under Mizuho and Barclays are functionally similar. Under these TOB trust financings, the trustee issues senior securities and residual interests that represent beneficial interests in the TOB trust that entitle the holders to cash flows from the securitized assets within the TOB trust. The senior securities are sold to unaffiliated investors and entitle the holder to cash flows from the securitized assets at a variable interest rate. The senior securities are credit enhanced by Mizuho or Barclays such that Mizuho or Barclays will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the senior security holders. The Partnership will then be required to reimburse Mizuho or Barclays for any credit enhancement payments. The residual interests are retained by the Partnership and grant the Partnership rights to certain cash flows from the securitized assets after payment to the senior securities and related trust fees, as well as certain other rights to the securitized assets. The TOB trust financings are generally recourse obligations of the partnership under the respective ISDA master agreements discussed below.

The TOB trust financings include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.

The TOB trusts and Secured Notes with Mizuho are subject to an ISDA master agreement that contains certain covenants and requirements related to the Partnership’s TOB trusts and Secured Notes. The TOB trusts require that Partnership’s residual interests must maintain a certain value in relation to the total assets in each TOB trust. The ISDA master agreement with Mizuho requires the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a national securities exchange. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of December 31, 2022.The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreement with Mizuho. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 17) in relation to thresholds set by Mizuho at the initiation of each transaction. As of December 31, 2022, the Partnership had posted all required cash collateral totaling $36.0 million related to the Secured Notes total return swap.

The TOB trusts with Barclays are subject to an ISDA master agreement that contains certain covenants and requirements related to the Partnership’s TOB trusts. The Partnership’s residual interests in the TOB trusts must maintain a certain value in relation to the total assets in the TOB trust. The ISDA master agreement with Barclays requires the Partnership’s partners’ capital, as defined, to maintain a certain threshold, limits on the Partnership’s Leverage Ratio (as defined by the Partnership) and that the Partnership remained listed on a national securities exchange. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of December 31, 2022.

The Partnership may also be required to post collateral, typically in cash, related to the TOB trusts with Barclays. The amount of collateral posting required is dependent on the valuation of the securitized assets in relation to thresholds set by Barclays at the initiation of each transaction. There was no requirement to post collateral for the TOB trusts as of December 31, 2022.

The Partnership has entered into a term TOB trust financing with Morgan Stanley Bank, N.A. (“Morgan Stanley”) secured by an MRB. Under the term TOB trust structure, the trustee issued Class A Certificates and Class B Certificates that represent beneficial interests in the securitized asset held by the term TOB trust. Morgan Stanley has purchased the Class A Certificates that are senior securities, and the Partnership has retained the Class B Certificates that are residual interests in the Trust. The Class B Certificates grant the Partnership certain rights to the securitized asset.

The term TOB trust with Morgan Stanley is subject to a Trust Agreement and other related agreements that contain covenants with which the Partnership or the underlying MRB are required to comply. The underlying property must maintain certain occupancy

and debt service covenants. A termination event will occur if the Partnership’s net assets, as defined, decrease by 25% in one quarter or 35% over one year. The covenants also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remains listed on a nationally recognized stock exchange. If the underlying property or the Partnership, as applicable, is out of compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with all covenants as of December 31, 2022.