Sixth Amendment to HPA — Washington, D.C.

TAMPA/205204.1

SIXTH AMENDMENT TO

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

HFA PARTICIPATION AGREEMENT

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

Agreement (the “Sixth Amendment”) is entered into as of the date set forth on Schedule A

attached hereto as the Sixth 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”), and

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

Instrument and HFA Participation Agreement (the “Second Amendment”), and 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”), and as further amended by that certain Fifth Amendment

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

Amendment”; and together with the Original HPA as amended thereby and by the First

Amendment, Second Amendment and Third 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 Service Schedules and Permitted Expenses and Treasury has agreed to the same;

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

document all approved modifications to the Service Schedules and Permitted Expenses;

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.
TAMPA/205204.1 2

Agreement

1. Amendments

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

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

HPA to Schedules A or B shall mean the Schedules A or B attached to this Sixth

Amendment. All references herein to the “HPA” shall mean the Current HPA, as further

amended by this Sixth 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 Sixth 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 Sixth 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 Sixth Amendment and any other closing documentation delivered to

Treasury in connection with this Sixth 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

Sixth Amendment and any other closing documentation delivered to Treasury in

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

thereunder.

3. Miscellaneous

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

and are incorporated herein by this reference.
TAMPA/205204.1 3

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 Sixth 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 Sixth Amendment shall be treated as originals for all purposes.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]
[Signature Page to Sixth Amendment to HPA — Washington, D.C.]

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

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

Instrument and HFA Participation Agreement as of the Amendment Date.

HFA: TREASURY:

DISTRICT OF COLUMBIA HOUSING

FINANCE AGENCY

UNITED STATES DEPARTMENT OF THE

TREASURY

By: /s/ Harry D. Sewell By:

Name: Harry D. Sewell Name: Timothy G. Massad

Title: Executive Director/CEO Title: Assistant Secretary for

Financial Stability

ELIGIBLE ENTITY:

DISTRICT OF COLUMBIA HOUSING

FINANCE AGENCY

By: /s/ Harry D. Sewell

Name: Harry D. Sewell

Title: Executive Director/CEO

TAMPA/205204.1

EXHIBITS AND SCHEDULES

Schedule A Basic Information

Schedule B Service Schedules
TAMPA/205204.1 A-1

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:

Name of the Eligible Entity: District of Columbia Housing Finance Agency1

Corporate or other organizational form: body corporate and instrumentality of the

District of Columbia, organized and existing

under and pursuant to the District of

Columbia Housing Finance Agency Act,

D.C. Law 2-135, as amended (D.C. Code, §

42-2701.01 et. Seq.)

Jurisdiction of organization: District of Columbia

Notice Information: District of Columbia Housing Finance Agency

815 Florida Avenue, N.W.

Washington, D.C. 20001-3017

Attn: Executive Director

Phone: (202) 777-1600

Fax: (202) 986-6705

Email: HSewell@DCHFA.org

HFA Information:

Name of HFA: District of Columbia Housing Finance Agency

Organizational form: body corporate and instrumentality of the

District of Columbia, organized and existing

under and pursuant to the District of

Columbia Housing Finance Agency Act,

D.C. Law 2-135, as amended (D.C. Code, §

42-2701.01 et. Seq.)

Date of Application: September 1, 2010

Date of Action Plan: September 1, 2010

Notice Information: Same as Notice Information for Eligible

Entity

1 References in the Agreement to the term "HFA" shall mean the District of Columbia Housing Finance Agency

("DCHFA") in its capacity as an HFA as such term is used in the Agreement; references in the Agreement to the

term "Eligible Entity" shall mean DCHFA, in its capacity as Eligible Entity as such term is used in the Agreement.
TAMPA/205204.1 A-2

Program Participation Cap: $20,697,198.00

Portion of Program Participation Cap

Representing Original HHF Funds: N/A

Portion of Program Participation Cap

Representing Unemployment HHF Funds: $ 7,726,678.00

Permitted Expenses: $ 3,617,560.00

Closing Date: September 23, 2010

First Amendment Date: September 29, 2010

Second Amendment Date: December 16, 2010

Third Amendment Date: March 31, 2011

Fourth Amendment Date: May 25, 2011

Fifth Amendment Date: October 28, 2011

Sixth Amendment Date: March 29, 2012

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.
TAMPA/205204.1 B-1

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-1, Service

Schedule B-2, et. seq.), which collectively comprise Schedule B to the HPA.
TAMPA/205204.1 B-2

SERVICE SCHEDULE B-1

District of Columbia Housing Finance Agency

HOMESAVER PROGRAM

Summary Guidelines

1. Program Overview The HomeSaver Program will offer lump sum or ongoing

monthly mortgage payments to Unemployment Insurance (UI)

claimants, those who have received UI payments in the past six

(6) months or those who have found new employment but at a

wage of 75% or less of their previous employment wage.

Approved applicants may receive up to fifteen (15) months of

assistance from the HomeSaver Program.

The HomeSaver Program is made up of three components:

 The Lifeline component will offer a one-time payment of up

to six (6) months mortgage delinquency; including 100% of

principal, interest, taxes, insurance (PITI), late fees, condo

fees, etc., in order to bring the mortgage current. The

LifeLine one-time payment amount is deducted from the

total program cap of $32,385. Borrowers must be receiving

unemployment benefits at the time of application in order to

be eligible for LifeLine.

 The Mortgage Assistance component will provide up to

fifteen (15) months of payments equal to 100% of the

monthly mortgage payment (PITI). Mortgage Assistance

may include principal, interest, taxes, insurance (PITI), late

fees, condo fees, etc., in order to keep the mortgage current.

Mortgage Assistance will terminate at the earlier of: (i) the

end of the fifteen (15) months or once the program cap of

$32,385 is reached; (ii) the end of UI payments, due to reemployment (excluding re-employment at a wage 75% or

less of their previous employment wage), plus two (2)

months or (iii) upon failure to comply with the requirements

of DOES for continuation of UI payments. The Mortgage

Assistance payment amounts are deducted from the total

program cap of $32,385. Borrowers must be receiving

unemployment benefits at the time of application in order to

be eligible for Mortgage Assistance.

 The Restore component will be available for program

participants who need a one-time payment to “catch up” (up

to the total program cap of $32,385) but who have sufficient

resources to continue making timely mortgage payments.
TAMPA/205204.1 B-3

The Restore component is for recently re-employed

participants who have received UI payments within the past

six (6) months. Restore may include principal, interest,

taxes, insurance (PITI), late fees, condo fees, etc., in order to

bring the mortgage current.

Applicants will be referred to the HomeSaver Program after

completion of an intake package to include: (1) proof of

identity; (2) current statement of mortgage note; (3) payment

coupon; and (4) proof of receipt of UI payment(s). Intake

packages will be forwarded to the HomeSaver Program

Coordinator for review and approval from either: (a) a U.S.

Department of Housing and Urban Development (HUD)

approved housing counseling agency; (b) Counselor Direct

(www.counselordirect.com) or DCHFA website; or (c) a call-in

number.

2. Program Goals Foreclosure prevention – The primary goal of the HomeSaver

Program is to prevent foreclosures that will erode the base of

homeowners in the District of Columbia (the “District”), which

already lags behind the national average in the rate of

homeownership.

Synergistic interaction - The DCHFA will partner with other

organizations (i.e. DOES and the Urban Institute) to define the

universe of potential candidates for the HomeSaver Program,

perform outreach and intake, and ultimately deliver timely

assistance to prevent foreclosure. DOES is the District agency

that administers the District’s UI and job training programs.

The Urban Institute (the Institute) has conducted extensive

research into housing issues in the District including mortgage

delinquencies and foreclosures. The Institute gathers data,

conducts research, evaluates programs, offers technical

assistance overseas, and educates Americans on social and

economic issues — to foster sound public policy and effective

government.

Simplicity – The DCHFA will employ a HomeSaver Program

design that seeks to minimize administrative costs thereby

maximizing the amount of dollars available for assistance.

3. Target Population /

Areas

The HomeSaver Program will be District-wide.
TAMPA/205204.1 B-4

4. Program Allocation

(Excluding

Administrative

Expenses)

$17,079,638.00

5. Borrower Eligibility

Criteria

Candidates for HomeSaver Program assistance will be those in

the DOES database receiving UI payments or those who have

received UI payments in the past six (6) months. Eligible

program participants will be:

 District homeowners;

 homeowners residing in their primary residences;

 homeowners as evidenced by the deed of trust;

 borrowers who are receiving UI benefits at the time of

application (LifeLine and Mortgage Assistance) or have

received UI payments in the past six (6) months (Restore);

 homeowners who have not received a foreclosure notice;

 homeowners who are not in active bankruptcy;

 enrolled borrowers who have obtained employment during

their loan term but at a wage that is 75% or less of their

previous employment wage (Mortgage Assistance).

All program participants will be required to sign a notarized

Hardship Affidavit attesting to their inability to make mortgage

payments due to unemployment or substantial underemployment

that occurred through no fault of their own.

6. Property / Loan

Eligibility Criteria

Single family home or condominium.

7. Program Exclusions  Homeowners with an outstanding mortgage balance greater

than $729,750.

 Homeowners not receiving (Lifeline and Mortgage

Assistance), or who have not received UI payments in the

past six (6) months (Restore).

 Residential cooperative units.

8. Structure of Assistance All loans will be recorded as non-recourse junior liens against

the property and will be non-amortizing. Loans will be forgiven

at a rate of 20% per year such that in year six (6) the loan will be

forgiven and the lien removed.

The loan will only be repayable if the program participant sells

or refinances the property prior to expiration of the lien period,

and then only to the extent there is sufficient equity to pay that

portion of the loan that has not been forgiven.
TAMPA/205204.1 B-5

Loan funds repaid by program participants will be recycled until

December 31, 2017. After December 31, 2017, any remaining

returned or recaptured funds will be returned to Treasury.

9. Per Household

Assistance

Maximum program assistance is $32,385 per household.

10. Duration of Assistance The maximum duration of assistance will be fifteen (15)

months. The duration of assistance with respect to each

program will be as follows:

 Lifeline - One time payment equal to up to six (6) months of

monthly payments.

 Mortgage Assistance - Payments of PITI for up to fifteen

(15) months.

 Restore - One time payment not to exceed the program cap

of $32,385.

If eligible, participants may participate in one or more programs.

If, for example a program participant receives Lifeline

assistance to bring his/her mortgage current after a six (6) month

delinquency payment, the participant may still be eligible for

nine (9) months of Mortgage Assistance payments as long as the

total amount of assistance does not exceed $32,385 and the total

duration does not exceed fifteen (15) months.

11. Estimated Number of

Participating

Households

520-1000

12. Program Inception /

Duration

The HomeSaver Program is expected to begin on January 18,

2011 and continue for approximately three (3) years or until all

funds are exhausted but not later than December 31, 2017.

13. Program Interactions

with Other HFA

Programs

Homeowners may access other District programs. The DCHFA

will explore partnerships with other District agencies that have

programs assisting District residents with foreclosure issues

including the Department of Housing and Community

Development (DHCD) and the Department of Insurance

Securities and Banking (DISB). DISB provides foreclosure

mitigation assistance and DHCD funds foreclosure prevention

counseling and other Federal programs including the

Neighborhood Stabilization Program (NSP).
TAMPA/205204.1 B-6

14. Program Interactions

with HAMP

Eligible homeowners may also access Federal programs

including HAMP and HAMP UP. Homeowners may utilize

HAMP UP before or after the HomeSaver Program.

15. Program Leverage with

Other Financial

Resources

The DCHFA will provide $458,248 of in-kind administrative

expenses to the HomeSaver Program. The HomeSaver Program

requires no financial contribution from servicers or lenders,

however loan modifications or contributions/fee waivers are

allowed but not required.

16. Qualify as an

Unemployment

Program

 Yes  No