Res 2023-144R approving assignment of private activity bond authority to Texas Department of Housing and Community Affairs; and containing other provisions relating to the subject

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the amount of Pooled Loans originated, pooled and purchased by the trustee, and the amount of volume cap used to originate the Combo Loans) have been originated or issued, respectively. CAHFC Loans will be originated on a first-in,first-out basis. The provisions in the Term Sheet attached hereto as Exhibit A are incorporated herein and supplement the provisions of this Agreement; however, in the event of any inconsistency between the provisions of this Agreement and the Term Sheet,the provisions of this Agreement shall supersede those of the Term Sheet. Section 5. Fees. TDHCA will pay an ongoing fee of 4.75 basis points (collectively, "CAHFC Fees") of the aggregate outstanding balance of CAHFC Loans that have been pooled into mortgage-backed securities or for which an MCC has been issued. CAHFC Fees will be paid for a period of 10 years for each CAHFC Loan originated under this Agreement and purchased by the trustee that is not more than 30-days delinquent at the time an CAHFC Fee is calculated. The outstanding balance of CAHFC Loans will be reduced monthly to reflect principal repayments and prepayments (including foreclosures of CAHFC Loans). CAHFC Fees cease to accrue with respect to any CAHFC Loan once that CAHFC Loan-bas been repaid or prepaid. CAHFC Fees will be paid annually, in accordance with payment instructions to be provided by CAHFC. Section 6. Reporting. Once CAHFC Loans have been pooled into mortgage-backed securities or an MCC has been issued,TDHCA will provide quarterly loan level detail with respect to the outstanding loan balances; no personally identifiable information will be included. Section 7. Governing Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of Texas. Section 8. Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision, and all other provisions shall remain in full force and effect. Section 9. Entire Agreement; Amendment and Waiver. This Agreement contains the complete and entire understanding of the parties with respect to the matters covered herein. This Agreement may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective,except by a written instrument signed by the party against whom enforcement of the waiver,amendment,change,or modification is sought,and then only to the extent set forth in that instrument. No specific waiver of any of the terms of this Agreement shall be considered as a general waiver. Section 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original and all of which together constitute one and the same Agreement. Electronically transmitted counterparts shall be deemed originals. [EXECUTION PAGES FOLLOW] -3-