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THIRTEENTH AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

This Thirteenth Amendment to Commitment to Purchase Financial Instrument and HFA 

Participation Agreement (the “Thirteenth Amendment”) is entered into as of the date set forth on 

Schedule A attached hereto as the Thirteenth 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 HPA”) 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”), as further amended by that certain Eighth 

Amendment to Commitment to Purchase Financial Instrument and HFA Participation Agreement 

(the “Eighth Amendment”), as further amended by that certain Ninth Amendment to 

Commitment to Purchase Financial Instrument and HFA Participation Agreement (the “Ninth 

Amendment”) as further amended by that certain Tenth Amendment to Commitment to Purchase 

Financial Instrument and HFA Participation Agreement (the “Tenth Amendment”), as further 

amended by that certain Eleventh Amendment to Commitment to Purchase Financial Instrument 

and HFA Participation Agreement (the “Eleventh Amendment”), and as further amended by that 

certain Twelfth Amendment to Commitment to Purchase Financial Instrument and HFA 

Participation Agreement (the “Twelfth 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, Seventh Amendment, Eighth Amendment, 

Ninth Amendment, Tenth Amendment, the Eleventh Amendment, and the Twelfth Amendment 

the “Current HPA”), dated as of their respective dates as set forth on Schedule A attached hereto, 
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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, Eligible Entity submitted a request to Treasury to make certain revisions to the 

Articles of Incorporation and Bylaws of the Eligible Entity, and Treasury has agreed to the same; 

WHEREAS, HFA, Eligible Entity and Treasury wish to enter into this Thirteenth Amendment to 

document all approved modifications to Schedule A-1 to coordinate such Schedule with the 

revised Articles of Incorporation and Bylaws of the Eligible Entity; 

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 Thirteenth Amendment; and all references 

in the Current HPA to Schedules A or A-1 shall mean the Schedules A or A-1 attached to 

this Thirteenth Amendment. All references herein to the “HPA” shall mean the Current 

HPA, as further amended by this Thirteenth 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 Thirteenth Amendment. 

C. Schedule A-1. Schedule A-1 attached to the Original HPA is hereby deleted in its 

entirety and replaced with Schedule A-1 attached to this Thirteenth Amendment. 

D. Certain Schedules Unamended. Schedule A-1 attached to the First Amendment 

and Schedule A-1 attached to the Second Amendment are not amended by this 

Thirteenth Amendment and remain in full force and effect as set forth in the First 

Amendment and Second Amendment. Schedule B and Schedule C to the Current 

HPA are each unamended from the Twelfth Amendment, and remain in full force 

and effect as set forth in the Twelfth 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 
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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 Original 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 Original 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 Thirteenth Amendment and any other closing 

documentation delivered to Treasury in connection with this Thirteenth 

Amendment, and to perform its obligations hereunder and thereunder. 

(3) HFA has the full legal power and authority to enter into, execute, and 

deliver this Thirteenth Amendment and any other closing documentation 

delivered to Treasury in connection with this Thirteenth Amendment, and to 

perform its obligations hereunder and thereunder. 

3. Miscellaneous 

A. The recitals set forth at the beginning of this Thirteenth 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 Original HPA. 

C. Any provision of the Current 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 Current HPA, and no such prohibition or unenforceability in any jurisdiction shall 

invalidate such provision in any other jurisdiction. 

D. This Thirteenth 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 Thirteenth Amendment shall be treated as originals for all 

purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 
[Signature Page to Thirteenth Amendment to HPA — Nevada] 

In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials 

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

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

NEVADA HOUSING DIVISION UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ C J Manthe By: 

Name: C J Manthe Name: Timothy J. Bowler 

Title: Administrator Title: Deputy Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

NEVADA AFFORDABLE HOUSING 

ASSISTANCE CORPORATION 

By: /s/ Kolleen Kelley 

Name: Kolleen Kelley 

Title: Chairman 

 
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EXHIBITS AND SCHEDULES 

Schedule A Basic Information 

Schedule A-1 Modification to Agreement 
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SCHEDULE A 

BASIC INFORMATION 

Eligible Entity Information: 

Name of the Eligible Entity: Nevada Affordable Housing Assistance 

Corporation 

Corporate or other organizational form: Non-profit corporation 

Jurisdiction of organization: Nevada 

Notice Information: 

HFA Information: 

Name of HFA: Nevada Housing Division1

Organizational form: A Division of the Nevada Department of 

Business and Industry of the State of 

Nevada 

Date of Application: April 16, 2010 

Date of Action Plan: September 1, 2010 

Notice Information: 

Program Participation Cap: $194,026,240.00 

Portion of Program Participation Cap 

Representing Original HHF Funds: $102,800,000.00

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $ 34,056,581.00 

Permitted Expenses: $ 24,978,556.00

Closing Date: June 23, 2010 

First Amendment Date: September 23, 2010

 

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 Schedule A-1 attached to the Original HPA shall be modified as annexed to this Thirteenth 

Amendment. Schedule A-1 to the First Amendment and Schedule A-1 to the Second Amendment shall 

remain in effect as part of those Amendments. 
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Second Amendment Date: September 29, 2010 

Third Amendment Date: December 16, 2010

Fourth Amendment Date: April 5, 2011 

Fifth Amendment Date: May 25, 2011

Sixth Amendment Date: October 28, 2011 

Seventh Amendment Date: December 8, 2011

Eighth Amendment Date: February 28, 2012 

Ninth Amendment Date: June 28, 2012

Tenth Amendment Date: September 28, 2012 

Eleventh Amendment Date: August 28, 2013 

Twelfth Amendment Date: June 12, 2014 

Thirteenth Amendment 

Date: 

February 19, 2015 

Eligible Entity Depository Account 

Information: 

See account information set forth in the 

Depository Account Control Agreement 

between Treasury and Eligible Entity 

regarding the HHF Program. 
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SCHEDULE A-1 

Schedule A-1 to the Original HPA is hereby deleted in its entirety and replaced with the 

attached Schedule A-1, which, together with Schedules A-1 attached to the First 

Amendment and to the Second Amendment, collectively comprise Schedule A-1 to the 

HPA. 
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SCHEDULE A-1 

The following shall constitute additional and/or modified terms to the Agreement 

and are hereby incorporated into the Agreement: 

1. Section 2B. of the Agreement is amended by adding clauses (4) and (5) at the 

end thereof: 

2. Representations, Warranties and Covenants 

“(4) The Board of Directors of the Eligible Entity has a 

three-member committee (the “HHF Committee”) which shall 

provide the Board with guidance, oversight and advice on the 

HHF Program and compliance with HHF Program agreements, 

guidelines and requirements. The HHF Committee shall be 

provided with copies of reports on the Corporation’s current 

HHF Programs on a regular basis. The HHF Committee shall 

consist of: (i) the acting Administrator of the HFA; (ii) the 

acting Deputy Administrator of the HFA; and (iii) either a 

representative of a Nevada non-profit involved with low income 

housing issues chosen by the Board or a representative of a 

Nevada State Chartered Bank chosen by the Board of Directors 

of the Eligible Entity. In the event of a vacancy in the position 

of Administrator and/or Deputy Administrator of the HFA, the 

interim Administrator or Deputy Administrator shall serve on 

the HHF Committee until the appointment of an acting 

Administrator and/or Deputy Administrator. If the HFA does 

not appoint an interim Administrator or Deputy Administrator, 

the Chief Financial Officer and Chief of Federal Programs, in 

that order of priority, shall fill the position(s) on the HHF 

Committee designated for the Administrator and/or Deputy 

Administrator until the appointment of an acting Administrator 

and/or Deputy Administrator. The Administrator of the Nevada 

Housing Division may designate the Chief Financial Officer of 

the Nevada Housing Division to participate in HHF Committee 

meetings on his/her behalf. 

(5) Until the termination and full administration of the HHF 

Programs, the Eligible Entity shall provide to the HFA a 

detailed annual report (each an “Annual Report” and 

collectively the “Annual Reports”) regarding the receipt and 

disbursement of HHF funds and the status of the HHF 

Programs. The Eligible Entity shall also provide quarterly 

financial reports (each a “Quarterly Report” and collectively the 

“Quarterly Reports”) regarding the receipt and disbursement of 

HHF Funds to the HFA and shall allow the HFA to access and 

audit the books and records of the Eligible Entity related to the 
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HHF Program upon request (each a “Discretionary Audit” and 

collectively the “Discretionary Audits”). The Annual Reports, 

Quarterly Reports and Discretionary Audits collectively the 

“Housing Division Reports.” The Eligible Entity shall: (i) 

respond to any inquiries by the HFA pertaining to any of the 

Housing Division Reports; and (ii) correct and remediate 

adverse findings made by the HFA in any of the Nevada 

Housing Division Reports to the satisfaction of the HFA. All 

corrective and remedial steps taken in response to an adverse 

finding shall be reflected in the next Housing Division Report 

after the adverse finding was made. All new HHF Programs 

which the Eligible Entity desires to implement and all material 

program changes must be approved by the HFA before the new 

HHF Program may be implemented or a material change made 

to an existing HHF Program.” 

2. Sections 4A. and 4.C. through 4.F. of the Agreement are replaced with the 

following: 

4. Oversight; Internal Control Program 

“A. Eligible Entity shall develop and maintain operational 

and performance metrics and maintain a detailed financial 

reporting system to track, to the satisfaction of Treasury, 

homeowners receiving assistance from Eligible Entity, 

including metrics used to measure the effectiveness of the 

Services against the stated objectives of Treasury and Eligible 

Entity pursuant to the Service Schedules. Such information 

shall be compiled into a report in a form that will be provided 

by Treasury and may be modified from time to time as Treasury 

determines (the “Performance Report”); provided that Treasury, 

in its sole discretion, may modify the form of the Performance 

Report at any time. Eligible Entity shall submit the 

Performance Report to Treasury or its designee on a periodic 

basis and as otherwise requested by Treasury and shall also post 

the completed Performance Report to its website quarterly 

(based on a calendar year) by the fifteenth (15th) day of the 

second month following the end of such quarter. Treasury, in 

its sole discretion, may request that Eligible Entity modify its 

performance criteria or seek additional metrics as necessary. 

Treasury may make any or all data reported by Eligible Entity 

available to the public. It is Treasury’s policy not to release 

personal identifying information in its possession unless 

required to do so by law.” 
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“C. Eligible Entity acknowledges that Treasury may develop 

and implement practices to monitor and detect fraud related to 

loan modifications and any other programs contemplated 

pursuant to the Services and to monitor compliance with 

applicable consumer protection and fair lending laws, including 

among other laws, the Applicable Laws. Eligible Entity 

covenants that it will fully and promptly cooperate with 

Treasury’s inquiries about any alleged, perceived or actual fraud 

and comply with any anti-fraud and legal compliance 

procedures which Treasury may require. 

D. Eligible Entity covenants that it will develop and 

implement an internal control program to ensure that HHF 

Program participants are meeting program requirements; to 

monitor, detect and prevent loan modification fraud; and to 

monitor compliance with applicable laws and regulations, 

including consumer protection and fair lending laws, among 

other things (the “Internal Antifraud and Compliance 

Monitoring Program”). The Internal Antifraud and Compliance 

Monitoring Program shall be developed and complete within 

ninety (90) days from the Effective Date, unless Treasury, in its 

sole discretion, consents to an extension of such time period. A 

copy of the plan for the Internal Antifraud and Compliance 

Monitoring Program, including, but not limited to, the 

approach, tools, techniques, staffing, cost and status of and time 

to implementation shall be submitted to Treasury within the 

time period set forth in the preceding sentence. Eligible Entity 

acknowledges that the Internal Antifraud and Compliance 

Monitoring Program will be monitored as provided in this 

Agreement. Eligible Entity shall notify Treasury in writing if it 

desires to make any material modifications to its Internal 

Antifraud and Compliance Monitoring Program and the same 

shall be subject to Treasury’s approval. Additionally, Eligible 

Entity shall cooperate with Treasury with respect to its findings 

and any inquiries based on any review by Treasury or its 

designee of the Internal Antifraud and Compliance Monitoring 

Program or the results and data therefrom. 

E. Eligible Entity shall provide Treasury or its designee 

with access to all internal control reviews and reports that relate 

to the Services, including those proposed by independent 

auditing firms, to enable Treasury to examine Eligible Entity 

and its contractors, if any, for compliance with applicable 

provisions of EESA, the HHF Program, this Agreement and 

Applicable Laws. A copy of the reviews and reports will be 

provided to Treasury upon request. 
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F. Eligible Entity shall respond promptly to Treasury’s 

request for information regarding how the Eligible Entity’s 

program(s) described in the Service Schedules will interact with 

new or changed housing programs funded by EESA’s Troubled 

Asset Relief Program.” 

3. Section 6 of the Agreement is amended as follows: 

A. Section 6A.(2) of the Agreement is replaced with the following: 

6. Defaults, Acts of Bad Faith and Early Termination; 

Remedies for and Effects of Defaults, Acts of Bad Faith 

and Early Termination

“(2) HFA is dissolved or its existence as a unit or 

instrumentality of state government is terminated (unless HFA’s 

duties, responsibilities and obligations as the state’s housing 

finance agency, including specifically its duties, responsibilities 

and obligations under this Agreement, are transferred to and 

assumed by a successor state unit or instrumentality of state 

government approved by Treasury), or the acting Administrator 

and action Deputy Administrator fail to serve on the Hardest Hit 

Fund Committee (the “HHF Committee”) of the Eligible Entity. 

In the event of a vacancy in the position of Administrator and/or 

Deputy Administrator of the HFA, the interim Administrator or 

Deputy Administrator shall serve on the HHF Committee until 

the appointment of an acting Administrator and/or Deputy 

Administrator. If the HFA does not appoint an interim 

Administrator or Deputy Administrator, the Chief Financial 

Officer and Chief of Federal Programs, in that order of priority, 

shall fill the position(s) on the HHF Committee designated for 

the Administrator and/or Deputy Administrator until the 

appointment of an acting Administrator and/or Deputy 

Administrator. The Administrator of the HFA may designate 

the Chief Financial Officer of the HFA to participate in HHF 

Committee meetings on his/her behalf.” 

B. Sections 6B.(3) and (5) of the Agreement are replaced with the following: 

“(3) Treasury may require Eligible Entity to submit to 

additional administrative oversight, including, but not limited 

to, additional compliance controls and quality control reviews.” 

“(5) Treasury may require Eligible Entity to submit to 

additional information and reporting requirements with respect 

to its financial condition and ability to continue to meet its 

obligations under this Agreement.” 
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4. HFA Certification. 

Notwithstanding the Form of HFA Certification attached to the Agreement as Exhibit B1, HFA shall be permitted to modify such form to delete the following statements prior to 

submission to Treasury as required by the Agreement: 

“Eligible Entity does not have HHF Program funds on hand of more than 

$_____________. [INSERT AN AMOUNT EQUAL TO 5% OF THE 

PROGRAM PARTICIPATION CAP] 

HFA knows of no material deficiencies in the Internal Antifraud and 

Compliance Monitoring Program.”

5. Capital Draw Requests. 

Notwithstanding the Form of Capital Draw Request attached to the Agreement as Exhibit 

C, HFA shall not be a party to, nor required to sign any Capital Draw Requests submitted 

by Eligible Entity. Eligible Entity shall be permitted to modify the Form of Capital Draw 

Request accordingly prior to submission to Treasury for approval. 

6. Further Modifications. 

Notwithstanding anything to the contrary in the Agreement, the Nevada Housing 

Division, a Division of the Department of Business and Industry of the State of Nevada, 

which is designated as the "HFA" in the Agreement:

A. is not and will not be involved in providing the Services; 

B. will not be required to implement or administer any data monitoring or 

collecting systems or perform any other duties related to the Services other 

than what is necessary in connection with its limited role as set forth in the 

Agreement as modified by this Schedule A-1, including without 

limitations the provisions of this Section 6 below; and

C. is not obligated to expend any funds in connection with or related to the 

Agreement, the Services or the HHF Program. 

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D. It is acknowledged and agreed that the HFA’s role is strictly limited to:

(1) Providing guidance to the Eligible Entity through participation of 

two (2) of its representatives, the Administrator and Deputy 

Administrator, on the HHF Committee of the Eligible Entities 

Board of Directors2; 

(2) Reviewing the detailed annual reports (each an “Annual Report” 

and collectively the “Annual Reports”) and quarterly financial 

reports (each a “Quarterly Report” and collectively the “Quarterly 

Reports”) from Eligible Entity regarding the receipt and 

disbursement of HHF funds and the status of the HHF Programs. 

The HFA may request access to the Eligible Entity’s books and 

records related to the HHF Program for the purposes of an audit 

(each a “Discretionary Audit” and collectively the “Discretionary 

Audits”). The Annual Reports, Quarterly Reports and 

Discretionary Audits collectively the “Housing Division Reports.” 

The HFA may make inquiries to the Eligible Entity pertaining to 

the Housing Division Reports to which the Eligible Entity shall 

respond and correct and remediate adverse findings made by the 

HFA in any of the Nevada Housing Division Reports to the 

satisfaction of the HFA. 

(2) Approving all new HHF Programs which the Eligible Entity desires to 

implement and all material program changes prior to implementation of any of the 

foregoing. 

(3) Consenting to any amendment of Article 5 of the Amended and Restated 

Bylaws of the Eligible Entity dated December 18, 2014. 

6. Ratification. 

Except as herein modified and amended, the terms and conditions of the Agreement, 

including the Schedules and Exhibits included as a part thereof, and all of the documents 

executed with respect to the foregoing are hereby ratified and affirmed and shall remain 

in full force and effect. All references in any of the foregoing to the “Agreement” shall 

be deemed to refer to the Agreement, including the Schedules and Exhibits included as a 

part thereof, as further modified and amended by this Schedule A-1. 

 

2

 In the event of a vacancy in the position of Administrator and/or Deputy Administrator of the HFA, the 

interim Administrator or Deputy Administrator shall serve on the HHF Committee until the 

appointment of an acting Administrator and/or Deputy Administrator. If the HFA does not appoint an 

interim Administrator or Deputy Administrator, the Chief Financial Officer and Chief of Federal 

Programs, in that order of priority, shall fill the position(s) on the HHF Committee designated for the 

Administrator and/or Deputy Administrator until the appointment of an acting Administrator and/or 

Deputy Administrator. The Administrator of the HFA may designate the Chief Financial Officer of the 

HFA to participate in HHF Committee meetings on his/her behalf.