Trust Agreement between the Wisconsin Public Finance Authority and Wilmington Trust, National Association dated October 31, 2024

TRUST AGREEMENT

between

PUBLIC FINANCE AUTHORITY,

as Issuer

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

Public Finance Authority

Affordable Housing Multifamily Certificates

Series 2024-1, Class A

Dated: October 31, 2024

ARTICLE I
DEFINITIONS

ARTICLE II
DEPOSIT of POrtfolio, tax matters

ARTICLE III
CERTIFICATES

ARTICLE IV
ACCOUNTS; DISTRIBUTIONS; CERTAIN DUTIES OF TRUSTEE

ARTICLE V
ADMINISTRATION

ARTICLE VI
THE TRUSTEE

ARTICLE VII
TAX MATTERS

ARTICLE VIII

ARTICLE IX
TERM AND TERMINATION OF THIS TRUST AGREEMENT

ARTICLE X
MISCELLANEOUS

TRUST AGREEMENT

This TRUST AGREEMENT, dated October 31, 2024 (as the same may be amended from time to time, this “Trust Agreement”), 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.

W I T N E S S E T H:

WHEREAS, the Issuer was created under Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, as amended (the “Act”);

WHEREAS, the Issuer is authorized and empowered under the Act and by that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated September 28, 2010, by and among Adams County, Wisconsin; Bayfield County, Wisconsin; Marathon County, Wisconsin; Waupaca County, Wisconsin; and the City of Lancaster, Wisconsin, as such agreement may be amended from time to time (the “Joint Exercise Agreement”) together with any other political subdivision that may from time to time be designated as a Member (as defined herein) of the Issuer pursuant to the Joint Exercise Agreement to, among other things, acquire, buy, pledge or assign any property or interest in property that is located within or outside of the State of Wisconsin and make or enter into any agreements in connection therewith;

WHEREAS, ATAX TEBS II, LLC, or an affiliate thereof (the “Seller”), holds a senior interest in certain custody receipts (each a “Underlying Enhanced Receipt” and, collectively, the “Underlying Enhanced Receipts”) representing a partial beneficial ownership interest in certain Underlying Bonds originated by parties unrelated to the Seller for the purpose of financing the construction or acquisition and rehabilitation of multifamily affordable housing projects and the Seller now finds it beneficial to redeploy its capital and reallocate its resources to enable it to, among other things, further make further investments in the low-income housing finance market;

WHEREAS, the Seller has sold, assigned, transferred and otherwise conveyed such Underlying Enhanced Receipts to the Issuer pursuant to the Portfolio Purchase Agreement (as defined herein); and

WHEREAS, in order to fund such purchase, and in furtherance of the purposes of the Issuer and pursuant to the Act, the Issuer intends to enter into this Trust Agreement, pursuant to which it will issue its Affordable Housing Multifamily Certificates Series 2024-1 Class A (the “Certificates”) the proceeds of which will be used to purchase the Portfolio Assets (as defined herein) from the Seller and to pay other costs incurred in connection with the issuance of the Certificates.

NOW, THEREFORE, the Issuer, in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Certificates by the Holders (as defined herein) thereof, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, in order to provide for the performance and observance of all the covenants and conditions in the Certificates and herein contained, and to declare the terms and conditions upon and subject to which the Certificates are issued and distributions thereon are made pursuant hereto, has executed and delivered this Trust Agreement and has deposited with, and assigned its rights with respect to, and by these presents does deposit with, and assign its rights with respect to, the Trustee, to the extent provided herein, and to its successors and assigns forever, the Underlying Enhanced Receipts 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 thereof (collectively, the “Trust Estate”);

TO HAVE AND TO HOLD the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended to be, to the Trustee and its successors in said trust and assigns forever;

IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and protection of all Beneficial Owners (as defined herein), without privilege, priority or distinction as to the ownership interest or otherwise of any of the Certificates over any other of the Certificates, except as otherwise provided herein or with respect to moneys otherwise held to pay particular Certificates hereunder;

SUBJECT ONLY TO THE RIGHTS OF THE ISSUER TO APPLY AMOUNTS UNDER THE PROVISIONS OF THIS TRUST AGREEMENT, THE TRUST ESTATE SHALL IMMEDIATELY ATTACH AND BE EFFECTIVE, BINDING AND ENFORCEABLE FROM AND AFTER THE TIME OF THE DELIVERY BY THE TRUSTEE OF THE FIRST CERTIFICATES AUTHENTICATED AND DELIVERED UNDER THIS TRUST AGREEMENT. THE TRUST ESTATE AND ANY ASSIGNMENT THEN OR THEREAFTER RECEIVED BY THE TRUSTEE FROM THE ISSUER IN FAVOR OF THE CERTIFICATES SHALL IMMEDIATELY BE VALID, BINDING AND ENFORCEABLE AGAINST THE ISSUER, THE HOLDERS, CREDITORS AND ALL OTHER PARTIES HAVING CLAIMS AGAINST THE ISSUER IRRESPECTIVE OF WHETHER SUCH PARTIES HAVE NOTICE THEREOF AND WITHOUT THE NEED FOR ANY PHYSICAL DELIVERY, RECORDATION, FILING, OR FURTHER ACT.

IT IS HEREBY EXPRESSLY ACKNOWLEDGED that the Issuer has entered into this Trust Agreement and issued (or will issue) the Certificates pursuant to the Act, and the Trustee hereby accepts such trust and covenants to enforce the provisions of this Trust Agreement so as to effect the purposes of the Act.

IT IS HEREBY EXPRESSLY DECLARED that all Certificates issued hereunder are to be issued, authenticated and delivered, and all said property, rights, interests, revenues and funds held hereunder are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer and the Trustee have each agreed and covenanted for the benefit of the Beneficial Owners from time to time of the Certificates issued hereunder as follows:

“Accrual Period” means, with respect to any Certificate Distribution Date, the calendar month prior to the calendar month in which such Certificate Distribution Date occurs.

“Act” means Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, as amended.

“Administration Agreement” means (i) initially, the Administration Agreement, dated October 31, 2024, 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.

“Administrator” means, the entity appointed by the Issuer to act as Administrator hereunder, initially, Greystone Housing Impact Investors LP.

“Adverse Tax Event” means any action or the failure to take action required herein that would cause the Class A Arrangement or the Portfolio to be characterized as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

“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.

“Authorized Denominations” $5,000 and increments of $1.00 in excess thereof upon initial delivery, and $0.01 in excess thereof thereafter.

“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, (b) if the Certificates are not book‑entry, the owner of a Certificate as set forth in the Register, and (c) for

U.S. federal income tax purposes, the Person who is the beneficial owner of such Certificate as determined under the Code.

“Borrower” means, with respect to each Underlying Bond and related Underlying Enhanced Receipt, the Person or Persons identified as such on Schedule I.

“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which the Federal Reserve Bank of New York (or other agent acting as Underlying Credit Enhancer’s fiscal agent) is authorized or obligated by law or executive order to remain closed, (d) a day on which the permanent home office of the Underlying Credit Enhancer, the Trustee or the Custodian is closed, or (e) a day on which (i) banking institutions in the City of New York, New York or the city in which the principal office of the Custodian, the Trustee or the Underlying Credit Enhancer is located are required or authorized by law or executive order to be closed or (ii) the New York Stock Exchange is authorized or obligated by law or executive order to be closed.

“Cede & Co.” means Cede & Co., the nominee for DTC, and any successor nominee of DTC.

“Certificate Balance” means initially, with respect to the Certificates, $75,393,097, and thereafter, such initial amount less all Distribution of Receipt Principal previously made with respect to the Certificates.

“Certificate Distribution” means the monthly amount of Underlying Enhanced Receipt Interest to be distributed to the Certificateholders equal to the product of the outstanding Certificate Balance by the Certificate Rate, calculated on a 30/360 basis.

“Certificate Distribution Date” means the twenty-fifth (25th) day of each month or, if such twenty-fifth (25th) day is not a Business Day, then the next succeeding Business Day, on November 25, 2024.

“Certificate Interest” means, with respect to any Certificate Distribution Date, the aggregate Underlying Enhanced Receipt Interest Distributions and the interest portion of any Shortfall Amount received by the Trustee pursuant to the Underlying Credit Enhancement on the immediately preceding Underlying Enhanced Receipt Payment Date.

“Certificate Payments” means, with respect to any Certificate Distribution Date, the sum of the Certificate Principal and Certificate Interest due on such Certificate Distribution Date.

“Certificate Principal” means, with respect to any Certificate Distribution Date, the aggregate Underlying Enhanced Receipt Principal Distributions and the principal portion of any Shortfall Amount received by the Trustee pursuant to the Underlying Credit Enhancement on the immediately preceding Underlying Enhanced Receipt Payment Date.

“Certificate Purchase Agreement” means the Certificate Purchase Agreement by and among the Issuer, the Seller and Jefferies LLC, dated October 22, 2024.

“Certificate Rate” means, for any Certificate Distribution Date, 4.10%.

“Certificates” means the Class A Certificates.

“Class A Arrangement” means the arrangement with respect to the Class A Beneficial Owners that is created and established pursuant to this Trust Agreement.

“Class A Beneficial Owner” means a Beneficial Owner of a Class A Certificate.

“Class A Certificate” means one of the Class A Certificates evidencing an interest in the Portfolio Assets as provided herein, which are being issued in the initial Certificate Balance of $75,393,097 and bearing CUSIP Number 74448FAC5.

“Closing Date” means October 31, 2024.

“Code” means the U.S. Internal Revenue Code of 1986, as the same may be amended from time to time (or any successor statute thereto).

“Continuing Disclosure Agreement” means that Continuing Disclosure Agreement dated the Closing Date among the Issuer, the Dissemination Agent and the Administrator, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“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.

“Custodian” means Wilmington Trust, National Association, in its capacity as custodian under the Custody Agreement.

“Custody Agreement” means the Custody Agreement, dated as of October 1, 2024, between ATAX TEBS II, LLC, as depositor, and the Custodian as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Dissemination Agent” means BLX Group LLC, or any successor Dissemination Agent appointed by the Issuer in accordance with the Continuing Disclosure Agreement.

“Distribution” means any and all distributions on the Certificates, including Certificate Interest, Certificate Principal and any other amounts paid to the Certificateholders, including from a draw under the Underlying Credit Enhancement, as set forth in Section 4.02.

“Distribution Account” means the segregated account established by the Trustee for the benefit of the Holders and Beneficial Owners as set forth in Section 4.01(a).

“Distribution Date Statement” has the meaning set forth in Section 4.06.

“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.

“Electronic Means” means facsimile transmission (“fax”), e-mail or other similar electronic means of communication.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Freddie Mac” means the Federal Home Loan Mortgage Corporation, a shareholder-owned government-sponsored enterprise organized and existing under the laws of the United States.

“Grantor Trust” has the meaning set forth in Section 2.05(a).

“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 shall be Cede & Co.

“Indemnification Agreement” means that certain indemnification agreement, dated the Closing Date, by and between Greystone Housing Impact Investors LP, as the Indemnitor thereunder, and the Issuer, on behalf of itself and the Issuer Indemnified Parties.

“Indemnitor” means Greystone Housing Impact Investors LP, solely in its capacity as Indemnitor under the Indemnification Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IRS” means the U.S. Internal Revenue Service, including any successors thereto.

“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 Continuing Disclosure Agreement, the Dissemination Agent 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 Seller, the Administrator, or the Indemnitor, 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 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.

“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 purchase of an Underlying Enhanced Receipt by the Custodian at the direction of, and with the funds provided by, the Underlying Credit Enhancer upon the occurrence of a Mandatory Tender Event.

“Mandatory Tender Date” means the date selected by the Underlying Credit Enhancer on which a Mandatory Tender occurs, which may only occur on the first through the tenth (10th) calendar day of any month (or if the 10th calendar day is not a Business Day, the immediately following Business Day).

“Mandatory Tender Event” means Underlying Credit Enhancer’s provision of notice to the Custodian pursuant to the Custody Agreement and the Underlying Credit Enhancement that it has exercised its option to call Underlying Enhanced Receipts for mandatory tender upon the occurrence of (i) a breach of the Seller’s representations and warranties under the Reimbursement Agreement, (ii) an event of default under the Reimbursement Agreement, (iii) an Underlying Bond Event of Default, or (iv) a determination of taxability under the Underlying Bond Documents.

“Mandatory Tender Purchase Price” means an amount equal to (a) the Underlying Enhanced Receipt Balance, plus (b) accrued interest on the Underlying Enhanced Receipt Balance at the Certificate Rate to, but not including, the Mandatory Tender Date.

“Members” means the parties to the Joint Exercise Agreement and any political subdivision that has been designated as a member of the Issuer pursuant to the Joint Exercise Agreement.

“Notice Party” and “Notice Parties” means the Issuer, the Administrator, the Trustee, the Dissemination Agent, 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 addressed to the Issuer and the Trustee and 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 both U.S. federal income taxation and State income taxation: (i) commercial paper having a rating of no less than “A-1+”/“P-1”, and (ii) money market funds having a rating of no less than “A-1+”. To the extent that the Trustee is instructed in this Trust Agreement to invest amounts in Permitted Investments, and in the absence of direction with respect to which Permitted Investments such amounts are to be invested, such amounts shall remain uninvested.

“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.

“Portfolio” means the Underlying Enhanced Receipts, evidencing an ownership interest in the Underlying Bonds and the Underlying Credit Enhancement.

“Portfolio Assets” means, collectively, (i) the rights, title and interests of the Issuer in the Underlying Enhanced Receipts; (ii) the Issuer’s rights under the Portfolio Purchase Agreement; and (iii) all funds and accounts created pursuant to this Trust Agreement.

“Portfolio Purchase Agreement” means the Portfolio Purchase Agreement between the Issuer, as purchaser, and the Seller dated the Closing Date.

“Project” means the real estate or housing investment financed by the issuance of an Underlying Bond.

“Rating Agency” means S&P.

“Record Date” means, for each Certificate Distribution Date, the close of business on the last Business Day of the prior calendar month.

“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).

“Reimbursement Agreement” means that Reimbursement Agreement dated as of October 1, 2024 between the Underlying Credit Enhancer and the Seller.

“Resolution” means the resolution duly adopted by the Issuer authorizing the Issuer’s issuance of the Certificates.

“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, its successors and assigns. References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of S&P, be deemed to refer to such applicable rating category of S&P, without regard to any plus or minus or other comparable rating qualification.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” means ATAX TEBS II, LLC.

“Servicer” means Greystone Servicing Company LLC pursuant to the Servicing Agreement between the Servicer and the Underlying Credit Enhancer dated as of October 1, 2024.

“Shortfall Amount” means, with respect to any Draw Date, the amount in which the Underlying Bond Minimum Payment exceeds the aggregate Underlying Bond Payments available on such Draw Date.

“Termination Date” means the date on which the Trustee distributes the final amounts due with respect to the Underlying Enhanced Receipts or the date determined as set forth in Section 9.03.

“Termination Event” has the meaning set forth in Section 9.02.

“Trust Agreement” means this Trust Agreement.

“Trust Documents” means this Trust Agreement, the Certificates, the Certificate Purchase Agreement, the Portfolio Purchase Agreement, the Administration Agreement, closing certificates, account agreements and other documents, agreements, instruments and certificates relating to any of the foregoing.

“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 fee payable to the Trustee on each Certificate Distribution Date, in arrears for the prior calendar month, in an amount equal to (i) the unpaid principal balance of each Underlying Enhanced Receipt as of the first day of the immediately preceding calendar month, (ii) the rate of 0.03% per annum, and (iii) the accrual basis for the respective Underlying Enhanced Receipt.

“Trustee Fee Letter” shall mean that certain fee letter dated October 3, 2024.

“Underlying Bond” or “Underlying Bonds” means the portion of the bonds underlying the Portfolio Assets as set forth on Schedule I.

“Underlying Bond Documents” means the trust agreements, loan agreements, resolutions, indentures or other documents pursuant to which the Underlying Bonds were issued, and all documents securing repayment of the Underlying Bonds including all deeds of trust, mortgages,

security agreements and financing statements, together with all documents and agreements related thereto.

“Underlying Bond Event of Default” means any of the events that constitute an event of default on an Underlying Bond.

“Underlying Bond Interest Distribution” means with respect with respect to any Underlying Bond Payment Date and Underlying Bond, the amount of regularly scheduled interest payments due on the Underlying Bonds in an amount equal to the product of the Underlying Bond interest rate and the outstanding par amount of such Underlying Bond calculated on a 30/360 basis for the prior calendar month.

“Underlying Bond Payment Date” means the first calendar day of each month.

“Underlying Bond Payments” means, with respect to any Underlying Bond Payment Date and any Underlying Bond, the sum of the Underlying Bond Interest Distribution and Underlying Bond Principal Distribution due on such Underlying Bond Payment Date.

“Underlying Bond Principal Distribution” means with respect to any Underlying Bond Payment Date and Underlying Bond, the amount of regularly scheduled principal payments due as set forth in the related Underlying Bond Documents.

“Underlying Credit Enhancement” means the Standby Underlying Credit Enhancement Agreement, dated as of October 1, 2024, between the Custodian and the Underlying Credit Enhancer, as amended or supplemented, delivered with respect to the Underlying Enhanced Receipts.

“Underlying Credit Enhancer” means Freddie Mac, its successors and assigns, as the provider of the Underlying Credit Enhancement hereunder.

“Underlying Enhanced Receipt” means each series FRA Custody Receipt issued pursuant to the Custody Agreement representing the right to receive a portion of the Underlying Bond Principal Distributions and Underlying Bond Interest Distributions due on the related Underlying Bond and the benefits of the Underlying Credit Enhancement after payment of any and all other fees due and owing to the Underlying Credit Enhancer.

“Underlying Enhanced Receipt Balance” means with respect to each Underlying Enhanced Receipt, the initial Underlying Enhanced Receipt Balance set forth on Schedule I, less all distributions of Underlying Enhanced Receipt Principal Distribution received with respect to such Underlying Enhanced Receipts.

“Underlying Enhanced Receipt Interest Distribution” means with respect with respect to any Underlying Enhanced Receipt Payment Date and Underlying Enhanced Receipt, the amount of Underlying Bond Interest Distribution due to be distributed on such Underlying Enhanced Receipt in an amount equal to the product of the Underlying Enhanced Receipt Rate and the Underlying Enhanced Receipt Balance calculated on a 30/360 basis for the prior calendar month.

“Underlying Enhanced Receipt Payment Date” means the 20th day of each month or, if such 20th day is not a Business Day, then the next succeeding Business Day.

“Underlying Enhanced Receipt Payments” means, with respect to any Underlying Enhanced Receipt Payment Date, the sum of the Underlying Enhanced Receipt Interest Distributions and Underlying Enhanced Receipt Principal Distributions due on such Underlying Enhanced Receipt Payment Date and the amounts drawn on the Underlying Credit Enhancement, if any.

“Underlying Enhanced Receipt Principal Distribution” means with respect to any Underlying Enhanced Receipt Payment Date and Underlying Enhanced Receipt, the amount of regularly scheduled Underlying Bond Principal Distribution payment due with respect to the related Underlying Bonds as set forth in the related Underlying Bond Documents.

“Underlying Enhanced Receipt Rate” means the distribution rate with respect to each Underlying Enhanced Receipt equivalent to the related Certificate Rate plus the Trustee Fee, as set forth on Schedule I.

“Unscheduled Receipt Payment” means an unscheduled Underlying Bond Principal Distribution together with the interest thereon at the Underlying Enhanced Receipt Rate calculated on a 30/360 basis whether received as (i) a voluntary payment in excess of any scheduled amortization payment, (ii) insurance proceeds or a condemnation award with respect to a Project or (iii) a result of a Mandatory Tender.

[Remainder of Page Intentionally Left Blank]

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

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By: /s/ Dennis Malabunga

Name: Dennis Malabunga

Title: Vice President

SCHEDULE I

THE UNDERLYING ENHANCED RECEIPT

SCHEDULE II

NOTICES

EXHIBIT A

FORM OF CERTIFICATE

Public Finance Authority

Affordable Housing Multifamily Certificates

Series 2024-1, Class A

Evidencing an interest in the Portfolio Assets owned by the Issuer and held by the Trustee, including the Underlying Enhanced Receipt Payments (as defined in the Trust Agreement) and certain other amounts received with respect to the Underlying Enhanced Receipts (as defined in the Trust Agreement) as set forth in the Trust Agreement.

THIS CERTIFICATE HAS BEEN AUTHORIZED AND ISSUED PURSUANT TO THE LAWS OF THE STATE OF WISCONSIN, INCLUDING PARTICULARLY SECTION 66.0304 OF THE WISCONSIN STATUTES, AS AMENDED. THIS CERTIFICATE IS ISSUED UNDER SECTION 66.0304 AND SHALL NOT BE INVALID FOR ANY IRREGULARITY OR DEFECT IN THE PROCEEDINGS FOR ITS SALE OR ISSUANCE.

PAYMENT OF DISTRIBUTIONS ON THIS CERTIFICATE IS A SPECIAL LIMITED OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE PORTFOLIO ASSET AND, EXCEPT FROM SUCH SOURCE, NONE OF THE ISSUER, ANY MEMBER (AS DEFINED IN THE TRUST AGREEMENT), ANY ISSUER SPONSOR (AS DEFINED IN THE TRUST AGREEMENT), ANY ISSUER INDEMNIFIED PARTY (AS DEFINED IN THE TRUST AGREEMENT), THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THIS CERTIFICATE SHALL BE OBLIGATED FOR THE PAYMENT OF DISTRIBUTIONS ON THIS CERTIFICATE OR ANY COSTS INCIDENTAL THERETO, EXCEPT AS PROVIDED IN THE TRUST AGREEMENT AND TO THE EXTENT OF THE TRUST ESTATE. THIS CERTIFICATE IS NOT A DEBT OF THE STATE OF WISCONSIN OR ANY MEMBER AND DOES NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE, IN ANY MANNER, ANY MEMBER, THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THIS CERTIFICATE TO LEVY ANY TAX OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE DISTRIBUTIONS ON THIS CERTIFICATE OR ANY COSTS INCIDENTAL THERETO. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF ANY MEMBER, THE STATE OF

WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THIS CERTIFICATE, NOR THE FAITH AND CREDIT OF THE ISSUER, ANY ISSUER SPONSOR OR ANY ISSUER INDEMNIFIED PARTY, SHALL BE PLEDGED TO THE PAYMENT OF THE DISTRIBUTIONS ON THIS CERTIFICATE OR ANY COSTS INCIDENTAL THERETO. THE ISSUER HAS NO TAXING POWER.

NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF DISTRIBUTIONS ON THIS CERTIFICATE AGAINST ANY ISSUER INDEMNIFIED PARTY, UNDER ANY RULE OF LAW OR EQUITY, STATUTE, OR CONSTITUTION OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY OR OTHERWISE, AND ALL SUCH LIABILITY OF ANY SUCH ISSUER INDEMNIFIED PARTY, IS HEREBY EXPRESSLY WAIVED AND RELEASED AS A CONDITION OF AND CONSIDERATION FOR THE EXECUTION AND ISSUANCE OF THIS CERTIFICATE.

This certifies that the Registered Owner named above (the “Holder”) is the owner of an equity interest in the Portfolio Assets, as set forth and subject to the conditions in that Trust Agreement dated October 31, 2024 (the “Trust Agreement”) between Public Finance Authority, as Issuer, and Wilmington Trust, National Association, not individually but solely as Trustee (together with its successors and assigns, the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement.

Pursuant to the terms of the Trust Agreement, Underlying Enhanced Receipt Payments, revenues, receipts and other payments of any kind whatsoever received in respect of or relating to the Underlying Enhanced Receipts will be distributed to the Holders of the Certificates as of the applicable Record Date on each applicable Certificate Distribution Date after payment of certain fees, as more fully described in the Trust Agreement.

All Distributions with respect hereto will be made in accordance with the Trust Agreement, subject to the rules and regulations of DTC.

Any distribution to the Holder of this Class A Certificate in reduction of the Certificate Balance stated above is binding on such Holder and all future holders of this Class A Certificate and any Class A Certificate issued in connection with the transfer or exchange of this Class A Certificate or in lieu hereof, whether or not notation of such distribution is made upon this Class A Certificate.

The Certificates are limited in right of distribution to certain collections and recoveries relating to the Underlying Enhanced Receipts, all as more specifically set forth in the Trust Agreement.

Pursuant to the Trust Agreement, subject to certain conditions set forth therein, the Certificate Balance of Class A Certificates is subject to payment, in whole or in part, on Certificate Distribution Dates and at other times as set forth in the Trust Agreement and as specified in a notice given to the Holders by the Trustee.

The Certificates are subject to Mandatory Tender as set forth in the Trust Agreement.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices of the Trustee accompanied by a written instrument of transfer in form satisfactory to the Trustee and duly executed by the Holder hereof, or his attorney duly authorized in writing, and thereupon one or more new Certificates in Authorized Denomination of a like Certificate Balance will be issued to the designated transferee or transferees.

No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

This Certificate is one of a duly authorized issue of Certificates by the Issuer. Unless authenticated by the Trustee, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

The Holder, by its acceptance of this Certificate, agrees that it will look solely to the Portfolio Assets for Distributions and that the Issuer, the Trustee, the Dissemination Agent, the Administrator and the Custodian are not liable to the Holder hereof or any other Holder of any Certificate for any amount distributable under this Certificate or the Trust Agreement, except as expressly provided in the Trust Agreement.

The Trust Agreement is governed by and construed, and the obligations, rights and remedies of the parties shall be determined, in accordance with the laws of the State of Wisconsin (excluding conflict of law rules).

This Certificate does not purport to summarize the Trust Agreement and reference is made to the Trust Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby and the rights, duties and immunities of the Issuer, the Trustee, the Dissemination Agent, the Holders, the Beneficial Owners, the Administrator and the Custodian.

This Certificate is subject to all the terms of the Trust Agreement, which describes the rights and obligation of each Holder and by which each Holder, by virtue of its acceptance of this Certificate or any Beneficial Interest therein, assents to and agrees to be bound.

THE TRUST AGREEMENT CONSTITUTES THE CONTRACT GOVERNING THE RIGHTS AND OBLIGATIONS OF THE ISSUER, THE TRUSTEE, THE ADMINISTRATOR, THE HOLDERS AND THE BENEFICIAL OWNERS. THIS CERTIFICATE IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO THE TERMS OF THE TRUST AGREEMENT, WHICH SUPERSEDES ANY INCONSISTENT STATEMENTS IN THIS CERTIFICATE.

The recitals contained herein shall not be taken as statements of the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Certificate, the Trust Agreement or the Underlying Enhanced Receipts. This Certificate is being issued by the Issuer and authenticated and delivered by the Trustee solely in its capacity as Trustee under the Trust Agreement and not in its individual capacity. Amounts payable under this Certificate are payable solely from amounts related to the

Underlying Enhanced Receipts and any other amounts assigned to the Trustee under, and in accordance with the terms of, the Resolution and the Trust Agreement.

IN WITNESS WHEREOF, the Public Finance Authority has caused this Certificate to be signed in its name and on its behalf by the manual or facsimile signature of its Assistant Secretary.

PUBLIC FINANCE AUTHORITY

By:

Assistant Secretary

CERTIFICATE OF AUTHENTICATION

Date of Authentication: ____________

This is one of the Public Finance Authority Affordable Housing Multifamily Certificates Series 2024-1, Class A described in the within mentioned Trust Agreement.

WILMINGTON TRUST, NATIONAL ASSOCIATION, not individually but solely as Trustee

By:

Authorized Officer/Authorized Signer

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Social Security or Federal Taxpayer Identification Number)

(Please print or typewrite Name and Address, including postal Zip Code of Assignee)

an equity interest in the Portfolio Assets evidenced by the within Certificate and hereby authorize(s) the registration of transfer of such interest to the above-named assignee on the Register of the Certificates.

I (we) further direct the issuance of a new Certificate of a like Authorized Denomination evidencing the same Certificate Balance to the above-named assignee and delivery of such Certificate to the following address:

Dated: _____________________

_____________________________

Signature by or on behalf of Assignor

________________________________

Signature Guaranteed

EXHIBIT B

[FORM OF NOTICE OF THE TRUSTEE]

TO: __________
__________
__________
Attn: __________

RE: Public Finance Authority Affordable Housing Multifamily Certificates Series 2024-1, Class A

The undersigned, a duly authorized officer of Wilmington Trust National Association, as Trustee (the “Trustee”) under the Trust Agreement, dated October 31, 2024 (the “Trust Agreement”), with respect to the above-captioned Certificates (the “Certificates”), hereby notifies the addressee(s) hereof that (check applicable box(es)):

 1. Pursuant to Section 5.02(a) of the Trust Agreement, the successor Administrator appointed by the Trustee at the direction of the Majority Owner is _____. The date of the engagement of the successor Administrator is _____.

 2. Pursuant to Section 9.01(a) of the Trust Agreement, the Termination Date shall be __________, and on such date Holders are required to surrender their Certificates to the Trustee to receive the final Distribution.

 3. Pursuant to Section 9.01(d) and 9.03(a) of the Trust Agreement, (i) a Termination Event as set forth in Section 9.02(b) of the Trust Agreement has occurred, (ii) the Administrator is required to dispose of all of the Portfolio Assets (other than amounts on deposit in any fund or account held under the Trust Agreement) immediately for the best available price, (iii) the Termination Date shall be __________, (iv) the amount of such final payment shall be $__________, and (v) any record date otherwise applicable to such distribution is not applicable, and payment shall be made only upon presentation and surrender of the Certificates at the following office of the Trustee:

__________
__________
__________
__________

Any capitalized, but undefined, term used in this Notice is used as defined in the Trust Agreement.

Very truly yours,

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:

Authorized Officer

Dated: _____________