Limited Guaranty, Pledge of Sole Membership Interests and Security Agreement dated December 14, 2022 by Greystone Housing Impact Investors LP, for the benefit of U.S. Bank Trust Company, National Association

Exhibit 10.3

LIMITED GUARANTY, PLEDGE OF SOLE MEMBERSHIP
INTERESTS AND SECURITY AGREEMENT

from

GREYSTONE HOUSING IMPACT INVESTORS LP

(f/k/a America First Multifamily Investors, L.P.), as Assignor,

for the benefit of

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee

Dated as of December 14, 2022

Relating to:

$102,690,670

ATAX TEBS Holdings, LLC

Taxable Secured Notes
2022 Series A

LIMITED GUARANTY, PLEDGE
OF SOLE MEMBERSHIP INTERESTS AND SECURITY AGREEMENT

This LIMITED GUARANTY, PLEDGE OF SOLE MEMBERSHIP INTERESTS AND SECURITY AGREEMENT dated as of December 14, 2022 (as amended, modified or supplemented from time to time, this “Assignment”) made from GREYSTONE HOUSING IMPACT INVESTORS LP (f/k/a/ America First Multifamily Investors, L.P.), a limited partnership organized and existing under the laws of the State of Delaware (together with its permitted successors and assigns, the “Assignor”), in favor of U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and validly existing under the laws of the United States of America, in its capacity as Trustee under that certain Indenture (defined below), for the hereinafter defined Notes (together with any successor trustee under the Indenture described below and their respective successors and assigns, the “Trustee”),

W I T N E S S E T H:

WHEREAS, the Assignor is the sole member of ATAX TEBS Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”);

WHEREAS, the Issuer has entered into an Indenture of Trust dated as of December 14, 2022 (as the same may be amended, modified or supplemented from time to time, the “Indenture”), pursuant to which the Issuer has issued its Secured Taxable Notes 2022 Series A in the original principal amount of $102,690,670 (the “Notes”);

WHEREAS, to provide as source of payment for the Notes and as collateral for the Issuer’s obligations in respect of the Notes and under the Indenture and the other Note Documents (as defined in the Indenture), the Issuer has requested and the Assignor has agreed to guaranty the Issuer’s obligations in respect of the Notes and under the Note Documents and to pledge the collateral set forth herein to the Trustee for the benefit of the holders from time to time of the Notes; and

WHEREAS, the Assignor, as sole member of the Issuer, will realize economic and other benefits as a result of the purchase of the Notes by the holders thereof;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Trustee and the Assignor hereby agree as follows:

Section 1. Guaranty.

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Section 2. Assignment; Security Interests.

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(i) its membership interest in the Issuer, whether now or hereafter existing, or now or hereafter acquired, including, but not by way of limitation, (1) its interest in the income, all distributions, repayment of capital contributions, deductions, losses and tax benefits, (2) any and all loans made by the Issuer to any person or entity, (3) any other sums, payments, fees or other amounts to which the Assignor may be entitled from the Issuer as a member thereof, (4) the Operating Agreement, as it may be amended, supplemented and/or restated from time to time, (5) all voting rights of the Assignor under the operating agreement for the Issuer dated as of September 9, 2020, as it may be amended, supplemented and/or restated from time to time (the “Operating Agreement”), and (6) all books and records pertaining to any of the above described property, including, but not limited to, any computer readable memory and any computer hardware or software;

(ii) its membership interests in the four (4) separate entities identified on Schedule I hereto as the “TEBS Sponsors” (the “TEBS Sponsors”), whether now or hereafter existing, or now or hereafter acquired, including, but not by way of limitation, (1) its interest in the income, all distributions, repayment of capital contributions, deductions, losses and tax benefits, including, without limitation, all payments of principal, interest of other cash flow from the “Class B Certificates” identified on Schedule I hereto (the “Class B Certificates”) held by the TEBS Sponsors and the proceeds of any redemption or disposition of the Class B Certificates, (2) any and all loans made by the TEBS Sponsors to any person or entity, (3) any other sums, payments, fees or other amounts to which the Assignor may be entitled from the TEBS Sponsors as sole member thereof, (4) the “TEBS Sponsor Operating Agreements” identified on Schedule I hereto, as they may be amended, supplemented and/or restated from time to time (the “TEBS Sponsor Operating Agreements”), (5) all voting rights of the Assignor under the TEBS Sponsor Operating Agreements, and (6) all books and records pertaining to any of the above described property, including, but not limited to, any computer readable memory and any computer hardware or software; and

(iii) all proceeds and products of the foregoing and all accounts, contract rights and general intangibles related to the foregoing.

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Section 3. Representations and Covenants of Assignor.

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Section 4. Further Assurances; Rights of Trustee, Noteholder Representative.

(i) To inspect the Assignor’s books and records with respect to the Collateral from time to time upon reasonable notice and without notice for reasonable cause; and

(ii) To deal, without notice, with the Assignor’s successors or successors in interest with respect to this Assignment and the Guaranteed Obligations secured hereby in the same manner as with the Assignor without in any way vitiating or discharging the Assignor’s liability hereunder or upon the Guaranteed Obligations.

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(c) The Assignor hereby irrevocably appoints the Trustee and any officers or agent thereof (including the Noteholder Representative), with full power of substitution the Assignor’s attorney-in-fact and proxy, coupled with an interest, with full and irrevocable power and authority in the place and stead of the Assignor to take any action and to execute any instrument deemed necessary or advisable by the Trustee or the Noteholder Representative to perfect the Trustee’s security interest in and to collection the Collateral. The powers conferred upon the Trustee by this Assignment are to protect its interest in the Collateral and shall not impose any duty upon the Trustee to exercise any such powers. The Assignor agrees that the Trustee shall not be liable for, nor shall the indebtedness evidenced by the Guaranteed Obligations be diminished by, the Trustee’s delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral. Except as may be required by the provisions of the Indenture, the Trustee shall be under no duty to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Guaranteed Obligations, or take any steps necessary to preserve any rights against the Assignor or any other person.

Section 5. Events of Default and Remedies Upon Default.

(a) The occurrence of any of the following events or conditions shall constitute an event of default (an “Event of Default”) and shall, at the Trustee’s election, upon the direction of the Noteholder Representative, authorize and empower the Trustee to exercise any of the Trustee’s rights and remedies hereunder or at law or in equity;

(i) Failure of the Assignor to pay, perform or observe any of the Assignor’s obligations set forth herein, if such failure shall continue for ten (10) days after written notice thereof is sent to the Assignor;

(ii) The Issuer or any other obligor’s default, beyond applicable notice and grace periods, if any, in respect of the Notes or under the Note Documents;

(iii) Any event of default, beyond applicable notice and grace period, if any, under the Class B Certificates or any of the TEBS Documents; or

(iv) If foreclosure or other proceedings intended to enforce or realize upon any junior or senior security interest covering all or any part of the Collateral, including, Freddie Mac’s lien on the Class B Certificates or any interests therein, or other proceeding whereby the Assignor’s ownership or rights to possession or control of the Collateral may be threatened, should be commenced or instituted; or

(v) Any Event of Bankruptcy with respect to the Assignor or any TEBS Sponsor.

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(i) The right to sell the Collateral at one or more public or private sales at such price and on such terms as the Trustee at the direction of the Noteholder Representative accepts, for cash, upon or for future delivery. Upon any such sale the Trustee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral, subject to the requirements of Freddie Mac. Such purchaser at any such sale shall hold the Collateral sold absolutely free from any claim or right on the part of the Assignor, and the Assignor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The Trustee shall give the Assignor ten (10) days’ written notice by registered or certified mail, postage prepaid, return receipt requested (which the Assignor acknowledges is reasonable and sufficient), of the Trustee’s intention to make any such public or private sale. Such notice, in the case of public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Trustee may fix in the notice of such sale. The Trustee shall not be obligated to make any sale of the Collateral if it shall determine not to do so at the direction of the Noteholder Representative, regardless of the fact that notice of such sale of the Collateral may have been given. The Trustee may, at the direction of the Noteholder Representative, upon one (1) day’s written notice, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place within which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may be sold again upon like notice.

(ii) To proceed by a suit or suits at law or in equity to foreclose this Assignment and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction.

(iii) The right to appoint a receiver to operate the Issuer or any TEBS Sponsor.

(iv) Such other rights with respect to the Collateral as shall be afforded to secured parties by the U.C.C. of the State of New York, including, but not limited to, the right to setoff.

(v) To apply any proceeds of any disposition of the Collateral to the payment of expenses of the Trustee in connection with the exercise of its rights or remedies, including reasonable fees and expenses of attorneys, and any balance of such proceeds shall be applied by the Trustee as set forth in the Indenture.

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Section 6. No Marshalling. The Assignor hereby waives any right to require that the Trustee or the Issuer proceed against any real or personal property or any guaranty given as security for the Notes, whether or not existing or hereafter given, before exercising its rights and remedies with respect to the Collateral.

Section 7. Trustee Not Liable. The Trustee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge any obligation, duty or liability under the Collateral and the Assignor shall and does hereby agree to indemnify the Trustee for and to hold the Trustee harmless of and from any and all liability, loss or damage which it may or might incur under the Collateral or under or by reason of the assignment of the Collateral and of and from any and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein or by reason of this Assignment, except for those arising from the gross negligence or willful misconduct of the Trustee. Should the Trustee incur any such liability, loss or damage under or by reason of the assignment thereof or in the defense or any such claims or demands, the amount thereof including costs, expenses and reasonable attorneys’ fees shall be secured hereby and the Assignor shall reimburse the Trustee therefor immediately upon demand.

Section 8. Miscellaneous.

(a) This Assignment may be executed in counterparts, each of which, when taken together, shall be construed as one and the same instrument. To the fullest extent permitted by applicable law, electronically transmitted or facsimile signatures shall constitute original signatures for all purposes hereunder.

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Section 9. Term and Termination. This Assignment shall be a continuing one, and all representations, warranties, covenants, undertakings, obligations, consents, waivers and

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agreements of the Assignor herein shall survive the date of this Assignment and shall continue in full force and effect until the payment and performance in full of the Notes and the performance in full of the Issuer’s obligations in respect of the Notes and under the Note Documents. Upon the payment and performance in full of the Notes and the performance in full of the Issuer’s obligations in respect of the Notes and under the Note Documents, and provided there exists no Event of Default under the Note Documents, this Assignment shall terminate. If an Event of Default shall exist and be then continuing under the Note Document, then this Assignment shall not terminate. Notwithstanding the foregoing, upon termination of this Assignment, the indemnities contained herein, including the indemnity set forth in Section 7 hereof, shall survive such termination.

[Signatures appear on next page]

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IN WITNESS WHEREOF, the Assignor has duly executed this Assignment, as of the day and year first written above.

ASSIGNOR:

GREYSTONE HOUSING IMPACT INVESTORS, LP,

a Delaware limited partnership

By: Jesse A. Coury_________
Name: Jesse Coury

Title: Chief Financial Officer

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SCHEDULE I

LIST OF TEBS SPONSORS, CLASS B CERTIFICATES AND RELATED DOCUMENTS

EXHIBIT A

FORM OF ACKNOWLEDGEMENT AND CONSENT

_______________________, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Company”), the ____________ referred to in the foregoing Limited Guaranty, Pledge of Sole Membership Interests and Security Agreement (the “Assignment”), hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it.

The Company also agrees, [if an Event of Default (as defined in the Assignment) shall occur,] to pay to the Trustee all amounts then due and thereafter as they become due to the sole member of the Company, until the Assignment is no longer in force. The Company hereby consents to the admission of the Trustee or the designee or successor or assign of the Trustee as the sole member, if any such party, upon acquiring the Collateral in the form of membership interests, desires to become a substitute sole member, and agrees to provide further written evidence of their consent at any later time if necessary or appropriate to allow or evidence the admission of a substitute sole member pursuant to the applicable provisions of its governing documents. The Company further agrees that the Trustee will not have any of the obligations of the sole member of the Company unless the Trustee affirmatively elects to undertake such obligations by becoming the sole member in the Company in accordance with the terms of the Assignment.

December __, 2022

[Signature appears on next page]

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[NAME OF COMPANY], a Delaware limited liability company

By: ___________________, a ______________, its sole member

By: _________________________

Name:

Title:

EXHIBIT B

FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST

FOR VALUE RECEIVED, the undersigned

Dated: ________________, 20___