APPENDIX 9. SAMPLE RISK-SHARING AGREEMENT

(subject to revision)

This Risk-Sharing Agreement (hereinafter referred to as

\"Agreement\") is entered into on this\_\_\_\_\_\_day
of\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,

19\_\_\_, by and between \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

whose address
is\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

and its successors (hereinafter referred to as \"HFA\") and the

undersigned Secretary of Housing and Urban Development and

his/her successors and assigns acting by and through the

Assistant Secretary for Housing-Federal Housing Commissioner

(hereinafter referred to as \"Commissioner\").

WHEREAS, on October 5, 1992, the United States Congress enacted

the Housing and Community Development Act of 1992, which Act

authorizes, under Section 542(c) thereof, the development of a

Risk-Sharing Pilot Program under which the Commissioner will

enter into Risk-Sharing Agreements with qualified housing finance

agencies and provide for full mortgage insurance through the

Federal Housing Administration of loans for affordable housing

originated by the qualified housing finance agencies;

WHEREAS, under the authority of Section 542(c), the

Commissioner published implementing regulations at 24 CFR

Part 266.

WHEREAS, the HFA seeks to participate in the Risk-Sharing

Program, in accordance with Section 542(c), the regulations

issued pursuant thereto and the terms set forth herein, in order

to obtain full insurance on loans made by the HFA for affordable

multifamily housing for persons in its community;

WHEREAS, the Commissioner seeks to enter into this Agreement

with the HFA in order to test the effectiveness of Federal credit

enhancement for loans for affordable multifamily housing through

a system of risk-sharing agreements with the HFA; and

NOW THEREFORE, in consideration of the foregoing, the parties

agree as follows:

ARTICLE I - ALLOCATION/CREDIT SUBSIDY

In furtherance of this Agreement,

A. The Commissioner has made an initial set-aside of \_\_\_\_\_\_

units of affordable multifamily housing to be originated by the

HFA.

B. Of the units set-aside to the HFA, \_\_\_\_\_ units will be

initially allocated to the HFA upon execution of this Agreement.

C. Any set-aside of units in excess of the initial allocation

will be held back by the Commissioner until the Commissioner has

reviewed the HFA\'s use of its initial allocation. Upon

completion of the Commissioner\'s review, the Commissioner will

make a determination as to whether he/she will advance all or a

portion of the remaining units to the HFA or allocate all or a

portion of the remaining units to another housing finance agency.

D. The Commissioner reserves the right to modify the number of

units set forth in this Agreement to: 1) set-aside or allocate

additional units in excess of the initial set-aside and

allocation set forth above, or 2) to reduce such set-aside and

allocations based on the Commissioner\'s review of the HFA\'s use

of its prior allocation(s). Any such changes shall be

incorporated by an addendum to this Agreement.

E. Credit subsidy is required for all insured projects,

including projects insured pursuant to this Agreement. Credit

subsidy is subject to availability based on quarterly allocation

to HUD and to the Commissioner\'s outstanding instructions. The

HFA shall be notified that the Firm Approval Letter will be

delayed if credit subsidy has been exhausted in a particular

quarter.

ARTICLE II - DEFINITIONS

As used in this Agreement the term:

\"Addendum\" means that document attached to this Agreement.

\"Allocation\" means the portion of an HFA\'s set-aside, including

the minimum number of units made available pursuant to

Section 266.10(d), made available to an HFA under Section 542(c)

which allocation may be increased or decreased from time to time

in accordance with the Commissioner\'s administrative

instructions.

\"Amendment\" means a modification of the terms and conditions of

this Agreement requiring the consent of both the Commissioner and

the HFA or a modification by HUD to 24 CFR Part 266.

\"Contract of Insurance\" means the agreement evidenced by the

endorsement of the Commissioner upon the credit instrument given

in connection with a mortgage, incorporating by reference the

regulations in 24 CFR Part 266 and the applicable provisions of

Section 542(c).

\"Credit Subsidy\" means the cost of a direct loan or loan

guarantee under the Federal Credit Reform Act of 1990 as defined

in Subpart B of Title 13 of the Omnibus Budget Reconciliation Act

of 1990 (Pub. L. 101-508, approved November 5, 1990).

\"Dedicated Account\" means an account maintained in a financial

institution acceptable to the Commissioner which consists

entirely of liquid assets (i.e., cash or cash equivalents or

readily marketable securities.)

\"Exhibit\" means a document which provides names, titles and/or

specimen signatures of principal staff of the HFA.

\"Firm Approval Letter\" means a letter issued by the Commissioner

or his/her designee to an HFA upon the positive completion of the

HUD-retained reviews described in 24 CFR Section 266.210. The

letter will apportion units and obligate credit subsidy to the

property and provide that, so long as the HFA is in good

standing, makes the required certifications at the time of the

HUD closing, and absent fraud or misrepresentation by the HFA,

the Commissioner shall endorse the property mortgage for

insurance.

\"Mortgage\" means such single first lien upon the real estate as

is commonly given to secure advances on, or the unpaid purchase

price of, real estate under the laws of the jurisdiction where

the real estate is situated, together with the credit instrument,

if any, secured thereby.

\"Mortgagee\" refers to the original lender under a Mortgage and

its successors approved by the Commissioner.

\"Project\" means the mortgaged property and all assets wherever

situated, used in or owned by the owner of the Mortgaged property

in the business conducted on the Mortgaged property.

\"Reservation\" means the number of units from an HFA\'s allocation

committed upon issuance of a Firm Approval Letter. The number of

units reserved may be adjusted upon endorsement, for a specific

project to be insured under Section 542(c).

\"Set-aside\" includes the total number of units established by

formula for use by an HFA under Section 542(c), excluding any

minimum number of units allocated pursuant to 24 CFR

Section 266.10(d). The initial Set-Aside may be increased or

decreased from time to time by the Commissioner in accordance

with the Commissioner\'s administrative instructions.

ARTICLE III - CERTIFICATIONS

In consideration of the endorsement for full insurance by the

Commissioner of loans covering the units set-aside in

Article I, Paragraph A of this Agreement, and in order to comply

with the requirements of the risk-sharing program established by

Section 542(c) and the regulations adopted by the Commissioner

pursuant thereto, the HFA agrees and certifies for itself, and

its successors, that in connection with any mortgage insured

under Section 542(c) and so long as the Commissioner is obligated

to insure mortgages pursuant to this Agreement that:

A. The HFA has been approved by the Commissioner as a Level I

\_\_\_\_\_ , and/or Level II \_\_\_\_\_\_ \[check one or both as
appropriate\]

Participant as defined in 24 CFR Sections 266.5 and 266.100(b).

B. The individuals (principal staff) employed by the HFA as

the persons responsible for the overall underwriting decision and

for project management, loan servicing and property disposition

with respect to loans insured or to be insured under

Section 542(c) are listed in Exhibit A to this Agreement.

The HFA agrees to notify the Commissioner promptly in writing any time

the HFA changes principal staff.

C. The individuals, whose names, titles and specimen

signatures appear in Exhibit B have authority to sign loan

documents on behalf of the HFA and otherwise commit the HFA under

the Section 542(c) Risk-Sharing Program. The HFA agrees to

notify the Commissioner promptly in writing of any changes of

individuals authorized to sign loan documents on behalf of the

HFA and provide the Commissioner with specimen signatures of such

new individuals.

D. The HFA shall allow periodic auditing and review by the

Commissioner, the Inspector General and the General Accounting

Office or their duly authorized agents regarding the HFA\'s

participation in the risk-sharing program.

E. The HFA shall permit an inspection and examination of its

financial records and records associated with loans insured under

Section 542(c) by the Commissioner and/or his duly authorized

agents upon reasonable notice.

F. The HFA has fully disclosed and provided copies of all of

its underwriting standards and procedures, loan terms and

conditions to the Commissioner, and, if the HFA operates as, or

originates or processes any loans as a Level II agency, it has

obtained the Commissioner\'s prior written approval to utilize

such underwriting standards and procedures, loan terms and

conditions. The HFA\'s originating, underwriting, closing,

project management, servicing and property disposition procedures

utilized in processing and servicing the loans insured or to be

insured under Section 542(c) are incorporated herein by reference

and made a part hereof.

G. The HFA shall notify the Commissioner before implementing

any amendment to the HFA\'s underwriting standards and procedures,

loan terms and conditions and will provide the Commissioner with

copies of any amendments within \_\_\_\_\_ business days before

implementation of such amendments by the HFA. If the HFA

operates as, or originates or processes any loans as, a

Level II agency, it shall also obtain the prior written approval

of the Commissioner before implementing any amendment to its

underwriting standards and procedures, loan terms and conditions.

H. If the HFA (a) does not meet the qualification requirements

of 24 CFR 266.110(a) (i.e., top-tier rating or equivalent

designation or has an overall \"A\" rating on its general

obligation bonds), or (b) has an overall \"A\" rating but cannot

provide the necessary legal opinion of counsel required by the

second sentence of 24 CFR 266.105(b)(2), it has established a

specifically identified Dedicated Account (meeting the

requirements of 24 CFR 266.110(b) and the administrative

requirements of the Commissioner) in
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (insert name and
address of financial

institution), a financial institution which has assets of not

less than \$100,000,000, is organized under the laws of the United

States or a State thereof and is regulated and examined by the

Comptroller of the Currency, Federal Deposit Insurance

Corporation or the Federal Reserve Board, and has a long term

bank deposit rating of \"A-1\" or better by Moody\'s Investors

Service or \"A+\" by Standard and Poor\'s. The Commissioner may

determine that higher levels of reserves may be necessary.

I. If at any time the HFA loses the designation or rating, as

applicable, set forth in 24 CFR 266.110(a), or can no longer

provide the statement required by 24 CFR 266.105(b)(2), it shall,

within 5 business days, provide the Commissioner with notice of

the loss of its designation or rating or of its inability to

provide the statement noted above. Within 15 business days after

the loss of the HFA\'s designation or rating or its inability to

provide the statement required by 24 CFR Section 266,105(b)(2),

the HFA shall establish a Dedicated Account funded in accordance

with Paragraph H above. The HFA must calculate the deposits to

this Dedicated Account in accordance with the requirements of

24 CFR 266.110(b) so that the account reflects all loans in the

HFA\'s portfolio insured under Section 542(c).

J. Within 90 days following the end of its fiscal year, the

HFA shall furnish the Commissioner with a complete annual

financial audit based upon an examination of the books and

records of the HFA prepared and certified in accordance with the

requirements of the State or locality in which the HFA is

located.

K. The HFA shall at all times comply with the financial

requirements of the Section 542(c) program and it shall notify

the Commissioner of any pending or actual changes in its

financial status that would adversely affect the HFA\'s operating

or financial status within 5 business days after becoming aware

of such pending or actual changes.

L. Within 90 days following the end of its fiscal year, the

HFA shall furnish the Commissioner, along with a copy of the

audit specified in Paragraph J above, a certification signed by

an authorized official of the HFA that there have been no changes

that would adversely affect the HFA\'s organization, business

activities, financial status and other information submitted with

its application to participate in the Section 542(c) program and

that the HFA has complied with all eligibility requirements for

participation in the program during the past year. If there has

been a change in information submitted with the HFA\'s application

relating to the HFA\'s organization, business activities,

financial status or other information submitted with its

application, the certification will state the nature of the

change.

M. The HFA shall comply with the Fair Housing Act, as

implemented by 24 CFR Part 100; titles II and III of the

Americans with Disabilities Act of 1990, as implemented by 28 CFR

Part 35; Section 3 of the Housing and Urban Development Act of

1968, (12 U.S.C. Section 1701u), implemented by 24 CFR Part 135,

the Equal Credit Opportunity Act, implemented by 12 CFR Part 202;

Executive Order 11063, as amended, and implemented by 24 CFR

Part 107; Executive Order 11246, as implemented by 41 CFR

Part 60; other applicable Federal laws and regulations issued

pursuant to these authorities; and applicable State and local

fair housing and equal opportunity laws. In addition, the HFA

shall require that mortgagors which receive Federal financial

assistance must also certify to the HFA that, so long as the

mortgage is insured under Section 542(c), it shall comply with

title VI of the Civil Rights Act of 1964, as implemented by

24 CFR Part 1; the Age Discrimination Act of 1975, as implemented

by 24 CFR 146; and section 504 of the Rehabilitation Act of 1973,

as implemented by 24 CFR Part 8.

N. During the period that the Commissioner is the insurer of

any mortgage endorsed under Section 542(c), the HFA shall remain

the mortgagee of record and shall perform all functions in

connection with loans originated under the 542(c) program

including loan servicing (including workouts), property

management and property disposition functions. The Commissioner

shall have no obligation to recognize or deal with anyone other

than the HFA in its role as mortgagee of record with respect to

the rights and obligations of the HFA under the contract of

mortgage insurance and this agreement.

O. The HFA shall retain records pertaining to origination and

servicing of all mortgages insured under Section 542(c) for as

long as the mortgage insurance remains in effect. In the

event of a default and mortgage insurance claim, all records

pertaining to the insured mortgage, the mortgage default and

insurance claim shall be retained three (3) years after the date

of final settlement as final settlement is described in 24 CFR

Section 266.654.

P. The HFA shall maintain a Lender\'s Fidelity Bond/Surety Bond

and Errors and Omissions Insurance in a form and amount

satisfactory to the Commissioner

Q. The HFA shall issue Debentures as defined in 24 CFR Section

266.638 acceptable to the Commissioner as collateral for the full

amount of its risk-sharing obligation under this agreement

pending final settlement of any insurance claim. The Debentures

shall be backed by the full faith and credit of the HFA. If the

HFA operates as a department or division of the State in which it

is located, or as a unit of local government, and the HFA cannot

pledge the full faith and credit of the HFA, the HFA shall

collateralize its obligation through a letter of credit,

reinsurance, or other form of credit acceptable to the

Commissioner.

R. Any reinsurance obtained by the HFA to cover its portion of

the risk shall: (i) be subordinate to the HUD-insured mortgage;

\(ii\) not affect reimbursement to the Commissioner,

notwithstanding the timing of the actual settlement between the

HFA and the reinsurer; (iii) not be used to reduce any reserve or

fund balance requirements established by the Commissioner; and

\(iv\) not result in the Federal Government incurring any liability

as a result of the reinsurance agreement.

S. With respect to any project mortgage endorsed for

insurance under Section 542(c), the HFA shall furnish to the

Commissioner project information in a format specified by the

Commissioner in HUD Handbook 4590.01. Basic underwriting and

closing information shall accompany the initial and final closing

dockets submitted for each project. Information relating to

project management, servicing and disposition shall be submitted

to the Commissioner on a periodic basis after endorsement in

accordance with the requirements set forth in Handbook 4590.01.

T. The HFA shall enforce the Regulatory Agreement between the

HFA and mortgagor and take action against the mortgagor for

violation of any provision(s) thereof.

U. The HFA shall perform annual physical inspections of all

projects insured under Section 542(c) and shall submit a copy of

the inspection report to the Commissioner (i.e., showing and

certifying that the project is in safe and sanitary condition).

If a project is not in safe and sanitary condition, the HFA will

provide the Commissioner with a summary of required actions, with

target dates, to correct unresolved findings.

V. The HFA shall analyze the project\'s annual audit and within

30 days of the date of the audit, provide the Commissioner with a

copy of the audit. Within 6 months of the audit the HFA shall

provide the Commissioner with a summary of unresolved findings

disclosed in the audit and a summary of actions planned, with

target dates, to correct unresolved findings.

W. The HFA shall submit semi-annual reports to the

Commissioner for all projects insured under Section 542(c)

setting forth the original mortgage amounts and outstanding

principal balances on mortgages the HFA has underwritten, the

status of all projects(e.g., whether current, in default,

acquired, under workout agreement, in bankruptcy, etc.). For

projects where the mortgagor has declared bankruptcy, the HFA

will submit information containing the date the bankruptcy was

filed and the date the HFA requested the Court to dismiss the

bankruptcy proceedings.

X. All appraisal functions will be completed by Certified

General Appraisers licensed in the state in which the property is

located, and all appraisal functions will be completed in

accordance with the Uniform Standards of Professional Appraisal

Practice.

Y. In the event of a default on a multifamily mortgage insured

under Section 542(c) which results in the Commissioner having to

pay a claim under a Contract of Insurance to the HFA, the HFA

will, upon determination of the loss, assume the percentage of

loss specified in an Addendum to this Agreement (such Addendum

being made a part of this Agreement) and in the endorsement panel

of the mortgage note, and reimburse the Commissioner, pursuant to

administrative instructions of the Commissioner, the amount based

on that percentage pursuant to 24 CFR Section 266.654. (The

HFA\'s percentage of loss specified in the Addendum for a

particular project must be consistent with the percentage of loss

associated with the HFA\'s approval level specified in Paragraph A

of Article III of this Agreement. A loan which refinances an

HFA-financed loan which was in monetary default (as that term is

defined in 24 CFR Section 266.626) 12 months prior to the

application for refinancing hereunder, the HFA\'s percentage of

loss specified in the Addendum shall be at least 50 percent of

the risk). An HFA-financed loan which goes into default after

the submission of an application for refinancing of such loan

under Section 542(c), will not be eligible for insurance under

Section 542(c).

Z. The HFA shall require that the mortgagor keep the

improvements now existing or hereafter erected on the mortgaged

property insured against loss by fire and such other hazards,

casualties, and contingencies, as may be stipulated by the

Commissioner upon the insurance of the mortgage and other hazards

as may be required from time to time by the HFA. All such

insurance shall be evidenced by a standard Fire and Extended

Coverage Insurance Policy or policies, in amounts not less than

necessary to comply with the applicable coinsurance clause

percentage, but in no event shall the amounts of coverage be less

than eighty per centum (80%) of the actual cash value of the

insurable improvements and equipment of the project, and in

default thereof the HFA shall have the right to obtain such

insurance in accordance with the mortgage. Such hazard insurance

policies shall be endorsed with the standard mortgagee clause

with loss payable to the HFA. The hazard insurance policy shall

be deposited with the HFA.

AA. The HFA shall ensure that loans insured hereunder shall be

on properties which comply with the affordable housing

requirements defined in 24 CFR 266.5.

ARTICLE IV - MORTGAGE INSURANCE ENDORSEMENT

Absent fraud or material misrepresentation on the part of the

HFA, the Commissioner shall endorse any mortgage presented for

mortgage insurance by the HFA in accordance with the provisions

of Section 542(c), subject to the Commissioner\'s right to adjust

the amount of mortgage insurance in accordance with 24 CFR

Section 266.417, so long as the HFA is in good standing with the

Commissioner, and has been issued a Firm Approval Letter pursuant

to 24 CFR Section 266.300(c) and/or Section 266.305(c), and

submits with each loan to be endorsed a closing docket in

accordance with 24 CFR Section 266.420(b) and written

certifications that:

a\. The property covered by the mortgage is free from all

liens other than the lien of the FHA insured mortgage, except

that the property may be subject to such inferior lien or

liens, as approved by the HFA, as long as the insured mortgage

has first priority for payment.

b\. All contractual obligations in connection with the mortgage

transaction, including the purchase of the property and the

improvements to the property, have been paid. An

exception is made for obligations that are approved by the HFA

and determined by the HFA to be inferior to the lien of the

insured mortgage. Pursuant to 24 CFR Section 266.415(b), this

certification is made at final closing only.

c\. The property owner has submitted and the HFA has approved

an Affirmative Fair Housing Marketing Plan which complies with

the provisions set forth in 24 CFR Part 200, Subpart M.

d\. Equal employment requirements were followed by the property

owner pursuant to Executive Order 11246 as implemented by 41 CFR

Part 60.

e\. The property owner has executed the regulatory agreement

which complies with the provisions set forth in 24 CFR Section

266.505.

f\. The property has been processed, prudently underwritten

(including a determination that a market exists for the project),

cost certified (if the loan is being submitted for final

endorsement) and closed in full compliance with the HFA\'s

standards and requirements and are in full compliance with HUD

standards established in connection with approval of advances for

insurance and cost certification. (Note: For mortgages

originated under Level II, the certification will state \"in full

compliance with the underwriting standards and loan terms and

conditions as approved by the Commissioner.\") Further, the loan

shall be serviced and the property managed in accordance with

procedures disclosed and made a part of this Agreement.

g\. For periodic advances cases, that each advance made was

proportionate to construction progress as evidenced by HFA

inspection prior to approval of the advance.

h\. The HFA\'s Dedicated Account, if required, has been

established and has been increased by the amounts required

pursuant to 24 CFR Section 266.110(b).

i\. For property\'s subject to Davis-Bacon Act requirements

under 24 CFR Section 266.225, laborers and mechanics employed in

the construction of the project have been paid not less than the

prevailing wages determined by the Secretary of Labor in

accordance with 24 CFR Section 266.225(a).

ARTICLE V - SANCTIONS

Upon a violation of any of the provisions of this Agreement by

the HFA, or upon commission of any violation cited in 24 CFR

Section 266.120, or of the administrative requirements

established by the Commissioner for the Section 542(c) program,

the Commissioner or his designee may declare a default under this

agreement and impose any of the sanctions set forth at 24 CFR

Section 266.125. Any sanction imposed by the Commissioner will

be in accordance with the provisions of 24 CFR

Section 266.125(d). Any sanction involving a suspension or

withdrawal of the HFA\'s participation in the Section 542(c)

program will not affect any mortgage insurance endorsement in

effect on the date of the suspension or withdrawal action.

ARTICLE VI - AMENDMENTS/MODIFICATIONS

A. This Agreement shall not be modified or amended without the

consent of both parties hereto, except for changes made by the

Commissioner to items covered by Article VII, and amendments or

modifications that may be made by the Commissioner as set forth

in the attached Addendum to this Agreement which:

\(1\) specify the number of units allocated or set-aside to the

HFA, and 2) other changes that conform to statutory or regulatory

amendments. No such modification or amendment will adversely

affect the interest of a HFA for any project for which a Firm

Approval letter has been issued.

B. The HFA hereby agrees that its written consent to an

Addendum executed by the Commissioner which modifies this

Agreement to list: (1) changes in its principal staff or

individuals with authority to sign loan documents; (2) changes to

existing HFA underwriting standards and procedures, loan terms

and conditions; and/or (3) a change in the financial institution

in which the Dedicated Account is deposited, will not be

necessary if such change(s) was requested by the HFA in writing.

ARTICLE VII - INCORPORATION OF REGULATIONS

The regulations set forth in 24 CFR Part 266 are incorporated

into this Agreement by reference and made a part

hereof. The HFA shall, at all times, comply with the applicable

regulations and with all other applicable Federal laws, rules and

regulations.

ARTICLE VIII - WARRANTY

The HFA warrants that it has not, and will not, execute any

other agreement with provisions contradictory to, or in

opposition to, the provisions hereof, and that, in any event, the

requirements of this Agreement and the regulations set forth in

24 CFR Part 266 and any administrative requirements established

by the Commissioner are paramount and controlling as to the

rights and obligations set forth herein and supersede any other

requirements in conflict herewith.

ARTICLE IX - MISCELLANEOUS

The Article headings set forth in this Agreement are not

intended to be a limitation on what materials are included within

each Article.

This Agreement shall bind, and the benefits shall inure to, the

parties, their successors and assigns so long as any Contract of

Insurance remains in full force and effect.

The invalidity of any clause, part or provision of this

Agreement shall not affect the validity of the remaining portions

hereof.

In witness hereof, the undersigned have caused this Agreement

to be duly executed as of the date and year first written above.

Department of Housing and Housing Finance Agency

Urban Development

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

WARNING: U.S. Criminal Code, Section 1001, Title 18 U.S.C.,

\"Whoever, in any matter within the jurisdiction of any department

or agency of the United States knowingly and willfully\...makes

any false, fictitious or fraudulent statements or

representations, or makes or uses any false writing or document

knowing the same to contain any false, fictitious or fraudulent

statement or entry, shall be fined not more than \$10,000 or

imprisoned not more than five years, or both.\"

ADDENDUM TO RISK-SHARING AGREEMENT

No.\_\_\_\_\_\_\_\_\_\_

This addendum modifies the Risk-Sharing Agreement (agreement),

and/or any addendum thereto, by and

between\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(HFA)
whose address is

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

and the Assistant Secretary for Housing-Federal Housing

Commissioner (the Commissioner) dated the \_\_\_\_day
of\_\_\_\_\_\_\_\_\_\_\_\_,

199\_\_.

The purpose of this addendum is to \[check one\]:

A. ( )Reserve units and to establish the risk-share

percentage between the HFA and Commissioner for Project

Number\_\_\_\_\_\_ located at
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

Units reserved \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Risk-share apportionment

HUD\_\_\_\_\_\_\_\_\_\_\_/HFA\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

B. ( ) Modify the present set-aside of units.

The number of units presently set-aside is\_\_\_\_\_\_\_\_, which

is ( ) increased by \_\_\_\_\_\_ units, ( ) decreased by \_\_\_\_\_\_

units to a total of \_\_\_\_\_\_\_ units.

C. ( ) Modify the present allocation of units.

The number of units available from the HFA approved

allocation is \_\_\_\_\_\_ which is ( ) increased by \_\_\_\_\_ units,

( ) decreased by \_\_\_\_\_ units to a total of \_\_\_\_\_\_\_\_ units.

D. ( ) New principal staff or individuals with authority to

sign loan documents or commit the HFA under the

Section 542(c) program are:

E. ( ) New provisions, or changes to existing,HFA

underwriting standards and procedures, loan terms and

conditions are incorporated by reference into the Risk-

Sharing Agreement and are as follows:

F. ( ) The name and address of the new financial institution

in which dedicated account is deposited is:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Name of Financial Institution)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Address)

F. \[Reserved for other purposes.\]

Department of Housing and

Urban Development

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Authorized Agent

Date\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

EXHIBIT A

The following individuals (principal staff) are employed by the

HFA as the persons responsible for the overall underwriting

decision and for project management, loan servicing and property

disposition with respect to loans insured or to be insured under

Section 542(c):

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Name and Title)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Name and Title)

EXHIBIT B

The following individuals, whose names, titles and specimen

signatures appear below, have the authority to sign loan

documents on behalf of the HFA and otherwise commit the HFA under

the Section 542(c) Risk-Sharing Program.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Name and Title)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Signature)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Name and Title)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Signature)