July 8,
2008





America
First Tax Exempt Investors, L.P.


Attn:
Andrew Grier


One
Burlington Place


1004
Farnam Street Ste 400


Omaha, NE
68102


Ph:
402-930-3076


Fax:
1-402-930-3047





Ladies/Gentlemen:





1.
            U.S.
      Bank National Association (“Party A”) is pleased to confirm the
      Transaction entered into on the Trade Date with America First Tax Exempt
      Investors, L.P. (“Party B”) under the circumstances described
      below.  This Confirmation incorporates the definintions and
      provisions contained in the 2000 ISDA Definitions (as published by the
      International Swap Dealers Association, Inc.).  In the event of
      any inconsistency between those definitions and provisions and this
      Confirmation, this Confirmation will
govern.





If Party
A and Party B are parties to an ISDA Master Agreement (the “Agreement”) that
sets forth the general terms and conditions applicable to transactions between
said parties, this Confirmation supplements, forms a part, and will be subject
to, provisions contained or incorporated by reference in such
Agreement.  All provisions contained or incorporated by reference in
such Agreement shall govern this Confirmation, except as modified
below.  If Party A and Party B are not parties to an ISDA Master
Agreement, this Confirmation itself will evidence a complete, binding agreement
between Party A and Party B as to the terms and conditions of the Transaction to
which this Confirmation relates.





2.           The
terms of the Transaction to which this Confirmation relates are as
follows:





Type of
Transaction:                                                                                      Interest
Rate Cap





Notional
Amount:                                                                                           USD
60,000,000.00





Trade
Date:                                                                                                      
July 7, 2008





Effective
Date:                                                                                                 July
9, 2008





Termination
      Date:
            July
      9, 2011, subject to adjustment in accordance with the Modified Following
      Business Day Convention





Fixed
Rate Payer
(Buyer):                                                                             Party
B





Fixed
Amount:                                                                                                 
USD 985,000.00





Fixed
      Rate Payer Payment Date:
            July
      9, 2008




Floating Rate Payer
(Seller):                                                                       
Party A





Cap
Rate:                                                                                                            2.50%





Floating
Rate
Option:                                                                                       USD-BMA
Municipal Swap Index





Designated
Maturity:                                                                                       Weekly





Averaging
Method:                                                                                          Weighted





Floating
Rate Day Count
Fraction:                                                                  ACT/ACT





Floating
Rate for initial


Calculation
Period:                                                                                             TBD





Floating
      Rate Payer Payment Dates:
            Beginning
      August 1, 2008 and thereafter on the 1st
      day of each month, to and including the Termination Date, subject to
      adjustment in accordance with the Modified Following Business Day
      Convention.





Floating
      Rate Period End Dates:
            The
      1st
      day of each month subject to adjustment in accordance with the Modified
      Following Business Day Convention.





Floating
Rate Reset
Dates:                                                                                Each
Thursday based on previous day's fixing. If such a day is


not a New
York Business Day, then the next succeeding New


York
Business Day during the Calculation Period.





Reset
      Business Days:
            New
      York





Payment
Business
Days:                                                                                           New
York





Calculation
Agent:                                                                                           U.S.
Bank National Association








3.
            On
      each Payment Date, the Floating Rate Payer will pay the Fixed Rate Payer
      the Floating Amount, if any, as calculated by the product
    of:





(a)
            the
      Notional Amount





(b)
            the
      excess, if any, of the Floating Rate, as determined on the Rate Reset Date
      for the Calculation Period, over the Cap Rate,
  and





(c)
            the
      Floating Rate Day Count Fraction








4.
            All
      payments hereunder shall be made in immediately available U.S. Dollar
      funds.





Payments
to Party
A:                                                                                           Wire
to DDA #******0020





Payments
to Party
B:                                                                                           Credit
DDA #******0615








5.
            In
      connection with this Confirmation, each party represents and acknowledges
      to the other party that:





i.
            it
      has no recourse and is not relying upon any legal, tax, regulatory,
      accounting or other advice, statements or recommendations (whether written
      or oral) of the other party regarding such transaction, other than the
      written representations expressly made by that other party in the
      Agreement and in the Confirmation in respect of such
      Transaction;





ii.
            it
      has the capacity to evaluate (internally or through independent
      professional advice) such Transaction (including decisions regarding the
      appropriateness or suitability of such Transaction) and has made its own
      decision to enter into such
Transaction;





iii.
            it
      understands the terms, conditions and risks of such Transaction and is
      willing to accept those terms and conditions and to assume (financially
      and otherwise) those risks;





iv.
            it
      is entering into such Transaction as principal and not as agent for any
      other party;





v.
            it
      acknowledges and agrees that the other party is not acting as a fiduciary
      or advisor to it in connection with such
  Transaction.





vi.
            it
      acknowledges that U.S. Bank National Association has advised counterparty
      to consult its own tax, accounting and legal advisors in connection with
      this Transaction evidenced by this Confirmation and that it has done so;
      and





vii.  it
      is entering into such Transaction for the purpose of managing its
      borrowings or investments, hedging its underlying assets or liabilities or
      in connection with a line of business, and not for purposes of
      speculation.








6.
            The
      Confirmation and Agreement shall be governed by and construed in
      accordance with the laws of the State of New
  York.








7.
            Each
      party may assign its rights or obligations hereunder to any other party
      only with the express consent of the other party hereto.  This
      consent will not be unreasonably withheld or
  delayed.








Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing this


Confirmation
enclosed for that purpose and returning a copy via fax to:








U.S.
Bank Deriv Products Group


Attention:
Capital Market Derivatives


Fax
# 312-325-8971








U.S. BANK
NATIONAL ASSOCIATION











By:  /s/
Christopher D.
Thornton





Title:  Assistant Vice
President











Accepted
and confirmed as of the date first above


written:





America
First Tax Exempt Investors, L.P.











By:/s/ Andy
Grier





Title:
Analyst