NINTH AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

This Ninth Amendment to Commitment to Purchase Financial Instrument and HFA Participation 

Agreement (the "Ninth Amendment") is entered into as of the date set forth on Schedule A 

attached hereto as the Ninth Amendment Date (the "Amendment Date"), by and among the 

United States Department of the Treasury ("Treasury"), the undersigned party designated as 

HFA whose description is set forth in Schedule A attached hereto (for convenience, a "state 

housing finance agency" or "HFA") and the undersigned institution designated by HFA to 

participate in the program described below ("Eligible Entity"). 

Recitals 

WHEREAS, Treasury, HFA and Eligible Entity entered into that certain Commitment to 

Purchase Financial Instrument and HFA Participation Agreement (the "Original HP A") dated as 

of the Closing Date, as previously amended by that certain First Amendment to Commitment to 

Purchase Financial Instrument and HFA Participation Agreement (the "First Amendment"), as 

further amended by that certain Second Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement (the "Second Amendment"), as further amended 

by that certain Third Amendment to Commitment to Purchase Financial Instrument and HFA 

Participation Agreement (the "Third Amendment"), as further amended by that certain Fourth 

Amendment to Commitment to Purchase Financial Instrument and HFA Participation Agreement 

(the "Fourth Amendment"), as further amended by that certain Fifth Amendment to Commitment 

to Purchase Financial Instrument and HFA Participation Agreement (the "Fifth Amendment"), as 

further amended by that certain Sixth Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement (the "Sixth Amendment"), as further amended by 

that certain Seventh Amendment to Commitment to Purchase Financial Instrument and HFA 

Participation Agreement (the "Seventh Amendment"), and as further amended by that certain 

Eighth Amendment to Commitment to Purchase Financial Instrument and HFA Participation 

Agreement (the "Eighth Amendment"; and together with the Original HPA as amended thereby 

and by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth 

Amendment, Sixth Amendment and Seventh Amendment, the "Current HPA"), dated as of their 

respective dates as set forth on Schedule A attached hereto, in connection with Treasury's federal 

housing program entitled the Housing Finance Agency Innovation Fund for the Hardest Hit 

Housing Markets (the "HHF Program"), which was established pursuant to the Emergency 

Economic Stabilization Act of 2008 (P.L. 110-343), as amended, as the same may be amended 

from time to time ("EESA"); 

WHEREAS, HFA and Eligible Entity submitted a request to Treasury to make certain revisions 

to their existing Service Schedules and Permitted Expenses, as applicable, and Treasury has 

agreed to the same; 

Ninth Amendment to HPA — Arizona 

US1 8046988vl 
WHEREAS, HFA, Eligible Entity and Treasury wish to enter into this Ninth Amendment to 

document all approved modifications to the Service Schedules and Permitted Expenses, as 

applicable; 

Accordingly, in consideration of the representations, warranties, and mutual agreements set forth 

herein and for other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, Treasury, HFA and Eligible Entity agree as follows. 

Agreement 

1. Amendments 

A. Definitions. All references in the Current HPA to the "Agreement" shall mean the 

Current HPA, as further amended by this Ninth Amendment; and all references in the 

Current HPA to Schedules A, B or C shall mean the Schedules A, B or C attached to this 

Ninth Amendment. All references herein to the "HPA" shall mean the Current HPA, as 

further amended by this Ninth Amendment. 

B. Schedule A. Schedule A attached to the Current HPA is hereby deleted in its entirety 

and replaced with Schedule A attached to this Ninth Amendment. 

C. Schedule B. Schedule B attached to the Current HPA is hereby deleted in its entirety 

and replaced with Schedule B attached to this Ninth Amendment. 

2. Representations, Warranties and Covenants 

A. HFA and Eligible Entity. HFA and Eligible Entity, each for itself, make the 

following representations, warranties and covenants to Treasury and the truth and accuracy 

of such representations and warranties and compliance with and performance of such 

covenants are continuing obligations of HFA and Eligible Entity, each as to itself. In the 

event that any of the representations or warranties made herein cease to be true and correct or 

HFA or Eligible Entity breaches any of its covenants made herein, HFA or Eligible Entity, as 

the case may be, agrees to notify Treasury immediately and the same shall constitute an 

Event of Default under the HPA. 

(1) HFA and Eligible Entity each hereby certifies, represents and warrants as of the 

date hereof that each of the representations and warranties of HFA or Eligible Entity, as 

applicable, contained in the HPA are true, correct, accurate and complete in all material 

respects as of the date hereof. All covenants of HFA or Eligible Entity, as applicable, 

contained in the HPA shall remain in full force and effect and neither HFA, nor Eligible 

Entity is in breach of any such covenant. 

(2) Eligible Entity has the full corporate power and authority to enter into, execute, 

and deliver this Ninth Amendment and any other closing documentation delivered to 

Treasury in connection with this Ninth Amendment, and to perform its obligations 

hereunder and thereunder. 

USl 8046988vl 
(3) HFA has the full legal power and authority to enter into, execute, and deliver this 

Ninth Amendment and any other closing documentation delivered to Treasury in 

connection with this Ninth Amendment, and to perform its obligations hereunder and 

thereunder. 

Miscellaneous 

A. The recitals set forth at the beginning of this Ninth Amendment are true and accurate 

and are incorporated herein by this reference. 

B. Capitalized terms used but not defined herein shall have the meanings ascribed to 

them in the HPA. 

C. Any provision of the HPA that is determined to be prohibited or unenforceable in any 

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or 

unenforceability without invalidating the remaining provisions of the HPA, and no such 

prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other 

jurisdiction. 

D. This Ninth Amendment may be executed in two or more counterparts (and by 

different parties on separate counterparts), each of which shall be deemed an original, but all 

of which together shall constitute one and the same instrument. Facsimile or electronic 

copies of this Ninth Amendment shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 

USl:8046988vl 
In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials 

hereby execute and deliver this Ninth Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

STATE OF ARIZONA, ARIZONA 

DEPARTMENT OF HOUSING 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: I si Carol Ditmore 

Name: Carol Ditmore 

Title: Assistant Deputy 

Director/Operations 

By: 

Name: Timothy G. Massad 

Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

ARIZONA HOME FORECLOSURE 

PREVENTION FUNDING CORPORATION 

By: I si Carol Ditmore 

Name: Carol Ditmore 

Title: Treasurer 

USl 8046988vl 

[Signature Page to Ninth Amendment to HPA — Arizona] 
In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials 

hereby execute and deliver this Ninth Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

STATE OF ARIZONA, ARIZONA 

DEPARTMENT OF HOUSING 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: 

Name: Carol Ditmore 

Title: Assistant Deputy 

Director/Operations 

By: 'Ikh. M. 

Name: Timothy O. Massad 

Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

ARIZONA HOME FORECLOSURE 

PREVENTION FUNDING CORPORATION 

By: 

Name: Carol Ditmore 

Title: Treasurer 

USJ;8<M698Svl 

[Signature Page to Ninth Amendment to HPA — Arizona] 
EXHIBITS AND SCHEDULES 

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 

USl:8046988v1 
SCHEDULE A 

BASIC INFORMATION 

Eligible Entity Information: 

Name of the Eligible Entity: 

Corporate or other organizational form: 

Jurisdiction of organization: 

Notice Information: 

Arizona Home Foreclosure Prevention 

Funding Corporation 

Arizona Non-Profit corporation 

Arizona domiciliary 

HFA Information: 

Name of HFA: 

Organizational form: 

Date of Application: 

Date of Action Plan: 

Notice Information: 

State of Arizona, Arizona Department of 

Housing 

Constituent Department of the State of 

Arizona 

April 16, 2010 

September 1,2010 

Program Participation Cap: 

Portion of Program Participation Cap 

Representing Original HHF Funds: 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: 

$267,766,006.00 

$125,100,000.00 

N/A 

A-l 

USl :8046988vl 
Permitted Expenses: 

Closing Date: 

First Amendment Date: 

Second Amendment Date: 

Third Amendment Date: 

Fourth Amendment Date: 

Fifth Amendment Date: 

Sixth Amendment Date: 

Seventh Amendment Date: 

Eighth Amendment Date: 

Ninth Amendment Date: 

Eligible Entity Depository Account Information: 

$32,155,609.00 

June 23,2010 

September 23, 2010 

September 29, 2010 

December 16,2010 

January 26, 2011 

March 31, 2011 

May 25, 2011 

August 31, 2011 

March 29, 2012 

July 17, 2012 

See account information set forth in the 

Depository Account Control Agreement 

between Treasury and Eligible Entity 

regarding the HHF Program. 

A-2 

USl 8046988vl 
SCHEDULE B 

SERVICE SCHEDULES 

The Service Schedules attached as Schedule B to the Current HPA are hereby deleted in their 

entirety and replaced with the attached Service Schedules (numbered sequentially as Service 

Schedule B-l, Service Schedule B-2, et. seq.), which collectively comprise Schedule B to the 

HPA. 

B-l 

USl 8046988vl 
SERVICE SCHEDULE B-l 

SAVEMYHOMEAZ 

Principal Reduction Assistance 

Summary Guidelines 

1. Program Overview 

2. Program Goals 

3. Target 

Principal Reduction Assistance is being administered by the 

Arizona Department of Housing ("ADOH"). Efforts may 

include principal reduction, interest rate reduction, and/or term 

extension to achieve a permanent modification of a borrower's 

primary mortgage so that the borrower's monthly mortgage 

payment that does not exceed 31% of the borrower's monthly 

income, depending on the agreement with the servicer. 

Borrowers who are suffering an approved hardship, demonstrate 

personal responsibility, and whose principal outstanding 

mortgage balance exceeds 120% of the present market value of 

the borrower's residence may be eligible for principal reduction 

assistance. 

Depending on the agreement with the servicer, one of two 

methods will be used to reduce the principal balance of a 

borrower's primary mortgage: 

• An up-front forgivable loan of up to $100,000 may be 

made to eligible borrowers; or 

• Up to $100,000 in assistance may be provided over a 

three-year period. 

A borrower's primary mortgage lender may agree to make a 

matching reduction to the principal balance of the primary loan. 

The structure of these two types of assistance is further discussed 

in Section 8. 

The central goal of Principal Reduction Assistance is to help 

homeowners avoid foreclosure by permanently modifying a 

borrower's primary mortgage to achieve a monthly payment that 

does not exceed 31% of the borrower's monthly income and 

reduces such borrower's negative equity position, depending on 

the agreement with the servicer. Loan modifications may 

include principal reduction (the amount of any principal 

reduction provided by HHF Program funds may be matched by a 

borrower's lender/servicer), interest rate reduction, and/or term 

extension. 

The targeted populations are households whose income does not 

exceed 150% of Area Median Income ("AMI") and that exhibit a 

B-2 

USl 8046988vl 
Population/Areas 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

5. Borrower 

Eligibility Criteria 

6. Property/Loan 

Eligibility Criteria 

commitment to retaining their home and can demonstrate an 

ability to maintain a financial obligation for the home. These 

households will be analyzed based on two primary factors — 

affordability and profitability. Each household will be evaluated 

to determine an affordable and sustainable monthly mortgage 

payment according to such household's gross monthly income. 

It is projected that program assistance will be provided to 

targeted areas according to the following breakdown of counties. 

These projections are based on population, delinquent loans and 

pending foreclosures in these areas. 

Maricopa County: 79% of program funds 

Pima County: 9% of program funds 

Pinal County: 9% of program funds 

All other areas: 3% of program funds 

$160,191,630.00 

• Eligible financial hardship. Eligible financial hardships 

include reduced income due to under employment, medical 

condition divorce or death. Borrower will be required to 

provide a financial hardship affidavit. 

• Property must be borrower's primary residence. 

• 150% of AMI maximum household income. 

• Present dollar value of 31% of monthly gross income must 

be equal to or greater than NPV of REO, depending on the 

agreement with the servicer. 

• Depending on the agreement with the servicer, the eligibility 

will either be determined through application process and 

application evaluation by ADOH and HUD-approved 

counselors or may be determined through application 

evaluation by the servicer and ADOH. 

• Property must be owner occupied. 

• Mortgage amount must be equal to or less than GSE 

conforming limits. 

• Mortgage(s) must be delinquent by at least two (2) payments; 

provided, however, in the case of a borrower that is current 

or has only one payment due and unpaid by the end of the 

month in which it is due, and makes application for program 

assistance, such borrower will be evaluated to determine if it 

is at risk of imminent default. 

• Depending on the agreement with the servicer, mortgage 

may be required to be a minimum of seven (7) days prior to 

US I 8046988vl 

B-3 
the scheduled date of a trustee's sale with respect to 

borrower's residence. 

Single family dwelling (1 to 4 units). 

7. Program 

Exclusions 

Current mortgage payment is equal to or less than 31% of 

borrower's monthly gross income. 

Properties that have an outstanding mortgage(s) in excess of 

150% of the purchase price. 

8. Structure of 

Assistance 

Depending on the agreement with the servicer, the structure of 

assistance may be provided in one of two ways: 

• The Principal Reduction Assistance may provide an upfront, forgivable loan of up to $100,000 to eligible 

borrowers. Notes evidencing these loans will be for a 

term of five (5) years in favor of the Eligible Entity. A 

forgiveness clause will extinguish the loan amount at the 

end of five years, provided the consumer has satisfied all 

terms of the loan. The terms of these loans will be zero 

interest, zero payment for the duration of the loan. The 

assistance loan will be considered satisfied upon 

expiration of five-year term and AHFPFC will release the 

lien connected with the note. These loans will be utilized 

to reduce a portion of the principal on the first mortgage 

loan, the amount of which may be matched by the 

primary lender/servicer. During the term of the 

assistance loan, it will be "due on sale", if the home has 

increased in equity. If the home has not increased in 

equity to the degree necessary to repay the note, all or a 

portion of the note may be forgiven as not to create 

additional hardships on the borrower/seller at the time of 

closing. Any loan proceeds that are returned to the 

Program will be reutilized to assist additional 

homeowners. All funds recycled into the program will be 

returned to Treasury after December 31, 2017. 

• Assistance of up to $100,000 may be provided as a onetime installment or in equal installments over a three year 

period, at months thirteen (13), twenty-five (25) and 

thirty-seven (37), provided the homeowner continues to 

make current mortgage payments. In these cases, 

assistance will be matched dollar for dollar and, as a 

result, a loan will not be required in favor of the Eligible 

Entity. 

• Home Affordable Refinance Program (HARP) approved 

refinances are eligible for up to $100,000 as a one-time 

grant evidenced by a promissory note. The principal 

USl 8046988vl 

B-4 
9. Per Household 

Assistance 

10. Duration of 

Assistance 

11. Estimated Number 

of Participating 

Households 

12. Program 

Inception/Duration 

13. Program 

Interactions with 

Other Programs 

(e.g. other HFA 

programs) 

14. Program 

Interactions with 

HAMP 

15. Program Leverage 

with Other 

Financial Resources 

reduction contribution may not exceed the maximum 

household assistance of $100,000 or the amount needed 

to bring the outstanding mortgage balance to no less than 

100% of the property's fair market value. 

• $ 100,000 is the Maximum Amount of Assistance. 

• $60,000 is the Estimated Median Amount of Assistance. 

Permanent modification assistance will be disbursed in full at the 

initial completion of the modification agreement. 

It is anticipated that Principal Reduction Assistance will assist a 

minimum of 2,674 households in avoiding imminent 

foreclosures. 

This program component began in September 2010 and it is 

projected that assistance will be expended over a three year 

period of time. However, repayment of assistance may extend 

this time frame one or two additional years. 

N/A 

AHFPFC's program may interact with aspects of the Making 

Home Affordable Program (MHA) as AHFPFC tries to leverage 

the resources provided by the MHA programs to expand the pool 

of borrowers who are eligible for HAMP or other MHA options. 

In some cases, the assistance the AHFPFC provides under HHF 

can supplement and extend assistance provided through MHA. 

To maximize the effectiveness of our foreclosure mitigation 

efforts, servicers should use reasonable efforts to ensure that 

TARP funds are used efficiently and that HHF programs 

complement MHA programs. 

In order to leverage the funds, ADOH will attempt to have the 

lender/servicer match any principal reduction provided through 

the Principal Reduction Assistance Component. It is expected 

that this match will be no less than one to one. In the event the 

match is less than one to one, then the structure of assistance will 

be in the form of a loan as described in the first bullet under 

Section 8 above. In some instances the lender/servicer will need 

to contribute a larger amount based upon the affordability/ 

profitability assessment of the transaction and the Principal 

Reduction Assistance maximum assistance per household. 

Lender match amounts up to and equal to the amount of program 

USl 8046988vl 

B-5 
16. Qualify as an 

Unemployment 

Program 

funds for any homeowner will be credited at the time of closing 

of the modification. Lender match amounts greater than the 

amount of program funds may be credited after closing 

according to a schedule satisfactory to ADOH. 

N/A 

B-6 

USl:8046988vl 
SERVICE SCHEDULE B-2 

SAVEMYHOMEAZ 

Second Mortgage Assistance Component 

Summary Guidelines 

1. Program Overview 

2. Program Goals 

3. Target 

Population/Areas 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

5. Borrower Eligibility 

Criteria 

6. Property/Loan 

Under the Second Mortgage Assistance Component, assistance 

of up to $16,500 will be provided to eliminate second mortgages, 

if necessary to modify the terms of primary loans. This amount 

may also be available to borrowers where the second mortgage 

itself is burdensome. 

The goals of the Second Mortgage Assistance Component are to 

help homeowners avoid foreclosure by eliminating a second 

mortgage, if necessary to modify the terms of the primary loan, 

and to reduce the likelihood that a borrower will re-default under 

its primary loan as a result of the burden of a second mortgage. 

The targeted populations are households whose income does not 

exceed 150% of AMI, that exhibit a commitment to retaining 

their home and can demonstrate an ability to maintain a financial 

obligation for the home. 

It is projected that program assistance will be provided to 

targeted areas according to the following breakdown of counties. 

These projections are based on population, delinquent loans and 

pending foreclosures in these areas. 

Maricopa County: 75% of program funds 

Pima County: 8% of program funds 

Pinal County: 9% of program funds 

All other areas: 8% of program funds 

$4,516,317.00 

• Eligible financial hardship. Eligible financial hardships 

include: reduced income due to under employment, medical 

condition divorce or death. Borrower will be required to 

provide a financial hardship affidavit. 

• Property must be borrower's primary residence (single 

family dwelling (1 to 4 units). 

• 150% of AMI maximum household income. 

• Present dollar value of 31% of monthly gross income must 

be equal to or greater than NPV of REO. 

• Property must be owner occupied. 

USl :8046988vl 

B-7 
Eligibility Criteria 

7. Program Exclusions 

8. Structure of 

Assistance 

9. Per Household 

Assistance 

10. Duration of 

Assistance 

• Mortgage amount must be equal to or less than GSE 

conforming limits. 

• Mortgage(s) must be delinquent by at least two (2) payments; 

provided, however, in the case of a borrower that is current 

or has only one payment due and unpaid by the end of the 

month in which it is due, and makes application for program 

assistance, such borrower will be evaluated to determine if it 

is at risk of imminent default. 

• Depending on the agreement with the servicer, mortgage 

may be required to be a minimum of seven (7) days prior to 

the scheduled date of a trustee's sale. 

• Single family dwelling (1 to 4 units). 

• Properties that have an outstanding mortgage(s) in excess of 

150% of the purchase price. 

• Current mortgage payment is equal to or less than 31% of 

borrower's monthly gross income. 

The Second Mortgage Assistance Component will provide upfront, forgivable, second-position loans to eligible borrowers. 

Notes on the forgivable second loans will be for a term of five 

(5) years in favor of the Eligible Entity. A forgiveness clause 

will extinguish the loan amount at the end of five (5) years, 

provided the consumer has satisfied all terms of the loan. The 

terms of the loan are zero interest, zero payment for the duration 

of the loan. The assistance loan will be considered satisfied 

upon expiration of five-year term and ADOH will release the 

second lien connected with the note. These loans will be utilized 

to reduce a portion of the principal on the existing second 

mortgage and the remaining balance will be extinguished by the 

lender/servicer. During the term of the assistance loan, it will be 

"due on sale", if the home has increased in equity. If the home 

has not increased in equity to the degree necessary to repay the 

note, all or a portion of the note may be forgiven as not to create 

additional hardships on the borrower/seller at the time of closing. 

Any loan proceeds that are returned to the Program will be 

reutilized to assist additional homeowners. All funds recycled 

into the program will be returned to Treasury after December 31, 

2017. 

• The lesser of 40% of UPB and $ 16,500 Maximum of Second 

Mortgage Settlement Assistance. 

• $ 14,000 is the Estimated Median Amount of Assistance. 

Second mortgage settlement will be disbursed in full at the initial 

USl 8046988v] 

B-8 
11. Estimated Number 

of Participating 

Households 

12. Program 

Inception/Duration 

13. Program 

Interactions with 

Other Programs 

(e.g. other HFA 

programs) 

14. Program 

Interactions with 

HAMP 

15. Program Leverage 

with Other 

Financial Resources 

16. Qualify as an 

Unemployment 

Program 

completion of the modification agreement. 

It is anticipated that the Second Mortgage Assistance Component 

will assist a minimum of 274 households. 

This program component began in September 2010 and it is 

projected that assistance will be expended over a three year 

period of time. However, repayment of assistance may extend 

this time frame one or two additional years. 

AHFPFC will, on behalf of an approved seller, attempt to 

extinguish the second mortgage as part of a short sale that is part 

of the short sale assistance component. Assistance is capped at 

$8,500.00 when combined with this component. 

AHFPFC's program may interact with aspects of the Making 

Home Affordable Program (MHA) as AHFPFC tries to leverage 

the resources provided by the MHA programs to expand the pool 

of borrowers that are eligible for HAMP or other MHA options. 

In some cases, the assistance the AHFPFC provides under HHF 

can supplement and extend assistance provided through MHA. 

To maximize the effectiveness of our foreclosure mitigation 

efforts, servicers should use reasonable efforts to ensure that 

TARP funds are used efficiently and that HHF programs 

complement MHA programs. 

In order to leverage the funds, ADOH requires the 

lender/servicer to match any principal reduction provided 

through the Second Mortgage Assistance Component. It is 

expected that this match will be no less than seven to one (7:1). 

Lender match amounts up to and equal to the amount of program 

funds for any homeowner will be credited at the time of closing 

of the modification. Lender match amounts greater than the 

amount of program funds may be credited after closing 

according to a schedule satisfactory to ADOH. 

N/A 

USl 8046988vl 

B-9 
SERVICE SCHEDULE B-3 

SAVEMYHOMEAZ 

Unemployment/Underemployment/Reinstatement Mortgage Assistance Component 

Summary Guidelines 

1. Program Overview The unemployment/underemployment/reinstatement mortgage 

assistance component will provide mortgage relief for 

qualified unemployed and underemployed borrowers. 

AHFPFC is responsible for screening borrowers to determine 

program eligibility and notifying servicers that it intends to 

provide assistance to a borrower. 

Servicers may refer potentially eligible borrowers to AHFPFC 

with prior written approval. 

If determined by AHFPFC that an eligible borrower has or had 

a hardship of unemployment or underemployment that has 

caused delinquency with respect to its mortgage, AHFPFC 

may, on behalf of that eligible borrower, bring the first 

mortgage current by curing all past due payments, accrued 

interest and legal fees. AHFPFC will also request that late 

fees and NSF fees be waived, but that will not be a 

requirement. Additional benefits may consist of making a full 

monthly first mortgage payment to the servicer until the 

applicable program cap is reached or the borrower becomes 

sufficiently employed and is able to sustain the payment at 

31 % of gross monthly income. The borrower will be required 

to pay a portion of the mortgage payment to AFHPFC in the 

amount of 31% of household monthly gross income, excluding 

unemployment benefits. 

AHFPFC may, on behalf of an eligible borrower, attempt to 

extinguish a borrower's second mortgage through our Second 

Mortgage Settlement component. 

AHFPFC will be responsible for ongoing monitoring of 

borrowers to ensure continued eligibility if receiving monthly 

assistance. 

2. Program Goals This program will provide assistance for a set period of time 

and/or maximum dollar amount so a qualified borrower can 

search for adequate work or obtain job training without fear of 

losing its home. The purpose of the program is to assist 

borrowers until they can obtain sufficient income to resume 

scheduled mortgage payments or qualify for a modified 

USl 

B-10 
3. Target 

Population/Area 

1 4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

5. Borrower Eligibility 

Criteria 

mortgage payment. 

• Sustain the unemployed/underemployed borrower's 

monthly mortgage payment until the borrower can or 

the maximum assistance has been provided. 

• Maintain the borrower's contribution towards its 

monthly mortgage payment at 31% of their current 

gross monthly income for the duration of the 

assistance, excluding unemployment benefits. 

The target population includes eligible homeowners whose 

hardship is caused by unemployment or underemployment. 

$70,427,450.00 

• If the eligible borrower is unemployed, the borrower 

must provide proof it applied for unemployment 

benefits and was approved or denied (UB107, UB100, 

Claim status report) for reasons identified as acceptable 

within the program's guidelines. 

• If the eligible borrower is underemployed, the 

borrower must provide documentation of a significant 

reduction of income due to circumstances outside of its 

control resulting in a housing payment greater than 

31% of their monthly gross income. 

• One or more of the responsible borrowers must be 

unemployed/underemployed. 

• Borrowers must participate in quarterly (face-to-face 

when possible) continued eligibility validation. 

• Eligibility requirements for reinstatement assistance 

and principal reduction contribution not to exceed the 

maximum household assistance of $100,000 or the 

amount needed to bring the outstanding mortgage 

balance to no less than 100%) of the property's fair 

market value: 

1. Borrower must demonstrate that the hardship 

caused by unemployment or underemployment has 

passed. For example, one of the borrowers was 

unemployed and now the same borrower is 

employed, eliminating the hardship. 

2. There must be a correlation between the qualified 

hardship and the delinquency in the mortgage 

payments. 

USl-8046988 vl 

B-ll 
6. Property/Loan 

Eligibility Criteria 

7. Program Exclusions 

8. Structure of 

Assistance 

3. Borrowers must demonstrate that they now have 

the ability to afford the contractual payments. 

Affordability is defined as the payment being at or 

under 31% of documented gross income. 

• Borrower must occupy the subject property its primary 

residence during the assistance disbursement period. 

• All borrowers must sign a hardship affidavit and felony 

certification. 

• 150% of AMI maximum household income. 

• Unpaid principal balance equal to or less than GSE 

loan limits. 

• Property must be owner-occupied. 

• Mortgage(s) must be delinquent by at least two (2) 

payments; provided, however, in the case of a 

borrower that is current or has only one payment due 

and unpaid by the end of the month in which it is due, 

and makes application for program assistance, such 

borrower will be evaluated to determine if it is at risk 

of imminent default. 

• Program payments must go toward a first mortgage. 

• Single family dwelling (1 to 4 units). 

• The servicer is not required to accept mortgage 

assistance payment if a notice of trustee/sheriff sale has 

been recorded depending on the agreement with the 

servicer. 

• Mortgages that are in foreclosure, depending on the 

agreement with the servicer. 

• Eligible Unemployed/Underemployed/Reinstated 

Borrower(s) whose current first mortgage PITI 

payment is greater than the program maximum of 

$2,000 or the program maximum plus the Borrower(s) 

31 % contribution of monthly gross income, excluding 

unemployment benefits. 

• Properties with a filed Notice of Trustee's Sale, 

depending on the agreement with the servicer. 

• Properties that have an outstanding mortgage(s) in 

excess of 150% of the purchase price. 

AHFPFC will execute and record a non-recourse, non-interest 

bearing forgivable note of no more than five (5) years in 

duration, secured by a junior lien on the property. The note 

amount will be forgiven at the completion of the loan term. If 

the borrower refinances or sells the property within the 

forgivable period, payment will be required if there is 

sufficient equity to repay. All funds recycled into the program 

will be returned to the Treasury after December 31,2017. 

USl 8046988vl 

B-12 
9. Per Household 

Assistance 

10. Duration of 

Assistance 

11. Estimated Number of 

Participating 

Households 

12. Program 

Inception/Duration 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

Programs) 

14. Program Interactions 

with HAMP 

Servicers have no responsibility for monitoring individual 

program participation and are not required to refund payments 

received that exceed individual program caps. 

• Maximum monthly assistance of $2,000.00. 

• Maximum number of past due mortgage payments to 

be rescued is twelve (12) which allows for a maximum 

of twelve 12 months' of monthly mortgage payment 

assistance. 

• $ 100,000.00 per household when combined with other 

program components. 

Servicers have no responsibility for monitoring payment 

duration. 

• Up to twenty-four (24) months' of mortgage payment 

assistance. 

• Benefits may be provided up to two (2) months post reemployment, provided the twenty-four (24) months' 

maximum of mortgage payment assistance has not 

been met. 

It is anticipated that the unemployment/underemployment 

mortgage assistance component will assist a minimum of 

3,674 households. 

This program component began in March 2011 and it is 

expected to last approximately one to three years or until 

AHFPFC funds are fully utilized. All funds still available 

after December 31, 2017 will be returned to Treasury. 

N/A 

AHFPFC's program may interact with aspects of the Making 

Home Affordable Program (MHA) as AHFPFC tries to 

leverage the resources provided by the MHA programs to 

expand the pool of borrowers that are eligible for HAMP or 

other MHA options. In some cases, the assistance the 

AHFPFC provides under HHF can supplement and extend 

assistance provided through MHA. To maximize the 

effectiveness of our foreclosure mitigation efforts, servicers 

should use reasonable efforts to ensure that TARP funds are 

used efficiently and that HHF programs complement MHA 

USl 

B-13 
15. Program Leverage 

with Other Financial 

Resources 

16. Qualify as an 

Unemployment 

Program 

programs. 

Servicers will not charge administrative fees (e.g., NSF, late 

charges) in any month where a full contract payment is made. 

If the loan is reinstated or modified following AHFPFC 

mortgage assistance, servicers will waive all administrative 

fees accrued since the beginning of the delinquency. 

N/A 

B-14 

USl 8046988v 1 
SERVICE SCHEDULE B-4 

SAVEMYHOMEAZ 

Short Sale Assistance Component 

Summary Guidelines 

Program Overview Short sale assistance will provide the eligible seller the funds 

needed to relocate when a short sale has been approved by the 

homeowner's servicer. Assistance is for sellers who can no 

longer afford their home due to hardship such as 

unemployment, underemployment, death, disability or divorce 

of a homeowner or co-homeowner. Additionally, it will 

provide much needed enhancements to the short sale process 

for qualified sellers that are approved for a short sale by their 

lender. 

AHFPFC is responsible for screening sellers to determine 

program eligibility and providing notification for the seller 

and servicer/lender that it intends to provide assistance to the 

seller. 

Servicers may refer potentially eligible sellers to AHFPFC 

with prior written approval. 

AHFPFC will, on behalf of an approved seller, provide 

$4,500.00 per household receiving no other short sale 

assistance plus 3% of the subject property purchase price in 

the form of a seller paid closing cost on a short sale 

transaction. 

Borrowers will be required to maintain the property until the 

home is sold. 

AHFPFC will, on behalf of an approved seller, attempt to 

extinguish the second mortgage through our Second Mortgage 

Settlement Component, which is capped at $8,500.00 when 

combined with this component. 

AHFPFC will, provide funds directly to the homeowner as a 

part of the short sale closing/funding process but not prior to 

closing. 

2. Program Goals Short sale assistance was designed to help stabilize 

communities by providing assistance to consumers in 

unrecoverable situations to transition from homeownership to 

renting as well as enhance the marketability of short sale 

properties and accelerate the stabilization of property value. 

USl:8046988vl 

B-15 
3. Target 

Population/Area 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

5. Borrower Eligibility 

Criteria 

6. Property/Loan 

Eligibility Criteria 

7. Program Exclusions 

The targeted populations are households whose income does 

not exceed 150% of Area Median Income ("AMI") and that 

exhibit an inability to retain their home. 

$475,000.00 

• The household must have gross income of no more than 

150% of AMI for the county in which the property is 

located. 

• Eligible financial hardship. Eligible financial hardships 

include: reduced income due to unemployment, 

underemployment, death, disability or divorce of a 

homeowner or co-homeowner. Borrower will be required 

to provide a financial hardship affidavit. 

• Borrower (s) must provide proof of short sale approval 

from servicer and final HUD-1 as a part of the closing 

process. 

• All sellers must sign a hardship affidavit and felony 

certification. 

• The seller must provide a copy of the fully-executed 

purchase and sale agreement. 

The property must be the borrower's principal residence; 

additional property criteria must be satisfied, including: 

• Unpaid principal balance equal to or less than GSE 

loan limits. 

• Property must be owner-occupied. 

• Mortgage(s) must be delinquent by at least two (2) 

payments; provided, however, in the case of a 

borrower that is current or has only one payment due 

and unpaid by the end of the month in which it is due, 

and makes application for program assistance, such 

borrower will be evaluated to determine if it is at risk 

of imminent default. 

• Single family dwelling (1 to 4 units) 

• Property located outside of Arizona. 

• Properties that have an outstanding mortgage(s) in 

excess of 150% of the purchase price. 

• Sellers who apply for assistance after the short sale has 

been completed. 

• Sellers who are executing a "strategic default" 

(determination made through program underwriting 

guidelines). 

• Sellers whose current mortgage(s) PITI payment is 

USl:8046988vl 

B-16 
8. Structure of 

Assistance 

9. Per Household 

Assistance 

10. Duration of 

Assistance 

11. Estimated Number of 

Participating 

Households 

12. Program 

Inception/Duration 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

Programs) 

14. Program Interactions 

with HAMP 

equal to or less than 31% of monthly gross income 

excluding unemployment benefits. 

• Properties that are under contract that has been 

approved by the lender/servicer at the time of the 

assistance application. 

Assistance under this component will be structured as a onetime grant. 

• $4,500.00 per household receiving no other short sale 

assistance plus 3% of the purchase price. 

• Sellers participating in Home Affordable Foreclosure 

Alternative (HAFA) Assistance may be compensated 

up to $1,500 (which with the $3,000 HAFA assistance 

brings total assistance to seller to $4,500) plus 3% of 

the purchase price. 

• Sellers participating in a comparable proprietary 

program offered by a Servicer may be provided with 

assistance up to an amount that, when coupled with the 

Servicer's assistance, does not exceed $4,500 plus 3% 

of the purchase. 

• $25,000.00 per household when combined with other 

program components. 

Program is a one-time payment per seller household, made 

upon close of escrow on the short sale. 

Based on AHFPFC eligibility criteria and available funding, 

we expect to provide assistance to a minimum of 148 

households. 

This program component began in June 2011 and it is 

projected that assistance will be expended over a three year 

period of time. 

All funds still available after December 31, 2017 will be 

returned to Treasury. 

N/A 

AHFPFC's program may interact with aspects of the Making 

Home Affordable Program (MHA) as AHFPFC tries to 

leverage the resources provided by the MHA programs to 

USl 8046988vl 

B-17 
15. Program Leverage 

with Other Financial 

Resources 

16. Qualify as an 

Unemployment 

Program 

expand the pool of borrowers that are eligible for HAMP or 

other MHA options. In some cases, the assistance the 

AHFPFC provides under HHF can supplement and extend 

assistance provided through MHA. To maximize the 

effectiveness of our foreclosure mitigation efforts, servicers 

should use reasonable efforts to ensure that TARP funds are 

used efficiently and that HHF programs complement MHA 

programs. 

N/A 

N/A 

B-18 

USl 8046988vl 
SCHEDULE C 

PERMITTED EXPENSES 

Program Duration (years) 

••-. , Arizona-' v-/-

One-time / Start-Up Expenses: 

Initial Personnel 

Building, Equipment, Technology 

Professional Services 

Supplies / Miscellaneous 

Marketing /Communications 

Travel 

Website development /Translation 

Contingency 

Subtotal 

$0.00 

$9,000.00 

$4,192.00 

$0.00 

$0.00 

$0.00 

$213,851.00 

$100,000.00 

$327,043.00 

Operating / Administrative Expenses: 

Salaries 

Professional Services (Legal, Compliance, Audit, Monitoring) 

Travel 

Buildings, Leases & Equipment 

Information Technology & Communications 

Office Supplies/Postage and Delivery/Subscriptions 

Risk Management/ Insurance 

Training 

Marketing/PR 

Miscellaneous 

Subtotal 

$6,612,913.00 

$173,790.00 

$34,730.00 

$678,720.00 

$50,000.00 

$80,736.00 

$18,144.00 

$20,000.00 

$300,000.00 

$657,078.00 

$8,626,111.00 

Transaction Related Expenses: 

Recording Fees 

Wire Transfer Fees 

Counseling Expenses 

File Intake 

Decision Costs 

Successful File 

Key Business Partners On-Going 

Subtotal 

$8,543,438.00 

$1,386,435.00 

$2,348,494.00 

$92,014.00 

$2,990,454.00 

$7,841,620.00 

$23,202,455.00 

Grand Total $32,155,609.00 

% of Total Award 

Award Amount 

12.01% 

$267,766,006 

C-l 

USl 8046988vl