Common use of Appointment of Fiscal Agent; Acceptance Clause in Contracts

Appointment of Fiscal Agent; Acceptance. 36 Section 11.2 Certain Duties and Responsibilities of Fiscal Agent 36 Section 11.3 Notice of Defaults 37 Section 11.4 Certain Rights of Fiscal Agent 37 Section 11.5 Not Responsible for Recitals 39 Section 11.6 May Hold Funding Loan 39 TABLE OF CONTENTS (continued) Page Section 11.7 Moneys Held Hereunder 39 Section 11.8 Compensation and Reimbursement 39 Section 11.9 Fiscal Agent Required; Eligibility 40 Section 11.10 Resignation and Removal; Appointment of Successor 40 Section 11.11 Acceptance of Appointment by Successor 41 Section 11.12 Merger, Conversion, Consolidation or Succession to Business 41 Section 11.13 Appointment of Co-Fiscal Agent 41 Section 11.14 Loan Servicing 42 Section 11.15 No Recourse Against Officers or Employees of Fiscal Agent 42 ARTICLE XII MISCELLANEOUS Section 12.1 Notices 42 Section 12.2 Term of Funding Loan Agreement 45 Section 12.3 Successors and Assigns 45 Section 12.4 Legal Holidays 45 Section 12.5 Governing Law 45 Section 12.6 Severability 45 Section 12.7 Execution in Several Counterparts 45 Section 12.8 Nonrecourse Obligation of the Borrower 45 Section 12.9 Waiver of Trial by Jury 46 Section 12.10 Electronic Transactions 46

Appointment of Fiscal Agent; Acceptance. 36 Section 11.2 Certain Duties and Responsibilities of Fiscal Agent 36 Section 11.3 Notice of Defaults 37 Section 11.4 Certain Rights of Fiscal Agent 37 Section 11.5 Not Responsible for Recitals 39 Section 11.6 May Hold Funding Loan 39 TABLE OF CONTENTS (continued) Page Section 11.7 Moneys Held Hereunder 39 Section 11.8 Compensation and Reimbursement 39 Section 11.9 Fiscal Agent Required; Eligibility 40 Section 11.10 Resignation and Removal; Appointment of Successor 40 Section 11.11 Acceptance of Appointment by Successor 41 Section 11.12 Merger, Conversion, Consolidation or Succession to Business 41 Section 11.13 Appointment of Co-Fiscal Agent 41 Section 11.14 Loan Servicing 42 Section 11.15 No Recourse Against Officers or Employees of Fiscal Agent 42 ARTICLE XII MISCELLANEOUS Section 12.1 Notices 42 Section 12.2 Term of Funding Loan Agreement 45 Section 12.3 Successors and Assigns 45 Section 12.4 Legal Holidays 45 Section 12.5 Governing Law 45 Section 12.6 Severability 45 Section 12.7 Execution in Several Counterparts 45 46 Section 12.8 Nonrecourse Obligation of the Borrower 45 46 Section 12.9 Waiver of Trial by Jury 46 Section 12.10 Electronic Transactions 46

Appointment of Fiscal Agent; Acceptance. 36 43 Section 11.2 11.2. Certain Duties and Responsibilities of Fiscal Agent 36 Agent. 43 Section 11.3 11.3. Notice of Defaults 37 44 Section 11.4 11.4. Certain Rights of Fiscal Agent 37 Agent. 45 Section 11.5 11.5. Not Responsible for Recitals 39 46 Section 11.6 11.6. May Hold Funding Loan 39 TABLE OF CONTENTS (continued) Page Governmental Lender Notes 46 Section 11.7 11.7. Moneys Held Hereunder 39 in Trust 46 Section 11.8 11.8. Compensation and Reimbursement 39 46 Section 11.9 11.9. Fiscal Agent Required; Eligibility 40 47 Section 11.10 11.10. Resignation and Removal; Appointment of Successor 40 47 Section 11.11 11.11. Acceptance of Appointment by Successor 41 48 Section 11.12 11.12. Merger, Conversion, Consolidation or Succession to Business 41 48 Section 11.13 11.13. Appointment of Co-Fiscal Agent 41 Agent. 49 Section 11.14 11.14. Loan Servicing 42 50 Section 11.15 11.15. No Recourse Against Officers or Employees of Fiscal Agent 42 50 ARTICLE XII MISCELLANEOUS Section 12.1 12.1. Notices 42 50 Section 12.2 12.2. Term of Funding Loan Agreement 45 52 Section 12.3 12.3. Successors and Assigns 45 Assigns. 52 Section 12.4 12.4. Legal Holidays 45 52 Section 12.5 12.5. Governing Law 45 52 Section 12.6 12.6. Severability 45 53 Section 12.7 12.7. Execution in Several Counterparts 45 53 Section 12.8 12.8. Nonrecourse Obligation of the Borrower 45 53 Section 12.9 12.9. Waiver of Trial by Jury 46 53 Section 12.10 12.10. Electronic Transactions 4653 Exhibit A-1 - Form of Series 2019A-1 Governmental Lender Note Exhibit A-2 - Form of Series 2019A-2 Governmental Lender Note Exhibit B - Form of Required Transferee Representations Letter Exhibit C - Form of Written Requisition (Project Fund) Exhibit D - Form of Closing Costs Requisition FUNDING LOAN AGREEMENT This Funding Loan Agreement, dated as of November 1, 2019 (this "Funding Loan Agreement"), is entered into by CITIBANK, N.A. (together with any successors and assigns hereunder, the "Funding Lender"), AUSTIN HOUSING FINANCE CORPORATION , a public nonprofit corporation organized and existing under the laws of the State of Texas (together with its successors and assigns, the "Governmental Lender"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as fiscal agent (together with any successor fiscal agent hereunder, the "Fiscal Agent").

Appointment of Fiscal Agent; Acceptance. 36 43 Section 11.2 11.2. Certain Duties and Responsibilities of Fiscal Agent 36 44 Section 11.3 11.3. Notice of Defaults 37 45 Section 11.4 11.4. Certain Rights of Fiscal Agent 37 46 Section 11.5 11.5. Not Responsible for Recitals 39 47 Section 11.6 11.6. May Hold Funding Loan 39 TABLE OF CONTENTS (continued) Page Governmental Lender Notes 48 Section 11.7 11.7. Moneys Held Hereunder 39 in Trust 48 Section 11.8 11.8. Compensation and Reimbursement 39 48 Section 11.9 11.9. Fiscal Agent Required; Eligibility 40 48 Section 11.10 11.10. Resignation and Removal; Appointment of Successor 40 49 Section 11.11 11.11. Acceptance of Appointment by Successor 41 50 Section 11.12 11.12. Merger, Conversion, Consolidation or Succession to Business 41 50 Section 11.13 11.13. Appointment of Co-Fiscal Agent 41 50 Section 11.14 11.14. Loan Servicing 42 51 Section 11.15 11.15. No Recourse Against Officers or Employees of Fiscal Agent 42 51 ARTICLE XII MISCELLANEOUS 51 Section 12.1 12.1. Notices 42 51 Section 12.2 12.2. Term of Funding Loan Agreement 45 54 Section 12.3 12.3. Successors and Assigns 45 Assigns. 55 Section 12.4 12.4. Legal Holidays 45 55 Section 12.5 12.5. Governing Law 45 55 Section 12.6 12.6. Severability 45 55 Section 12.7 12.7. Execution in Several Counterparts 45 55 Section 12.8 12.8. Nonrecourse Obligation of the Borrower 45 Borrower. 55 Section 12.9 12.9. Waiver of Trial by Jury 46 Jury. 56 Section 12.10 12.10. Electronic Transactions 4656 Section 12.11. Dispute Resolution 56 Exhibit A-1 - Form of Series 2023A-1 Governmental Lender Note Exhibit A-2 - Form of Series 2023A-2 Governmental Lender Note Exhibit B - Form of Required Transferee Representations Letter Exhibit C - Form of Written Requisition (Project Fund) Exhibit D - Form of Closing Costs Requisition FUNDING LOAN AGREEMENT This Funding Loan Agreement, dated as of August 1, 2023 (this "Funding Loan Agreement"), is entered into by CITIBANK, N.A. (together with any successors and assigns hereunder, the "Funding Lender"), AUSTIN HOUSING FINANCE CORPORATION, a public nonprofit housing finance corporation organized and existing under the laws of the State of Texas (together with its successors and assigns, the "Governmental Lender"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as fiscal agent (together with any successor fiscal agent xxxxxxxxx, the "Fiscal Agent").