FIFTH AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

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

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

attached hereto as the Fifth 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"), and as further amended by that certain 

Fourth Amendment to Commitment to Purchase Financial Instrument and HFA Participation 

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

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

the "Current HPA"), dated as of the dates 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, as applicable, and Treasury has agreed to the 

same; 

WHEREAS, HFA, Eligible Entity and Treasury wish to enter into this Fifth 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. 

Fifth Amendment to HPA — New Jersey 

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Agreement 

Amendments 

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

Current HPA, as further amended by this Fifth 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 Fifth 

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

amended by this Fifth 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 Fifth 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 Fifth Amendment. 

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

and replaced with Schedule C attached to this Fifth Amendment. 

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 Fifth Amendment and any other closing documentation delivered to 

Treasury in connection with this Fifth 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 

Fifth Amendment and any other closing documentation delivered to Treasury in 

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

thereunder. 

- 2 -

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Miscellaneous 

A. The recitals set forth at the beginning of this Fifth 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 Fifth 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 

Fifth Amendment shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 

- 3 

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

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

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

NEW JERSEY HOUSING AND 

MORTGAGE FINANCE AGENCY 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Anthony L. Marchetta 

Name: Anthony L. Marchetta 

Title: Executive Director 

By: 

Name: Timothy G. Massad 

Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

NEW JERSEY HOUSING AND 

MORTGAGE FINANCE AGENCY 

By: I si Anthony L. Marchetta 

Name: Anthony L. Marchetta 

Title: Executive Director 

[Signature Page to Fifth Amendment to HPA — New Jersey] 
In Witness Whereof, HFA, Eligibie Enrity and Treasury by their duly authorized officiais 

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

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

NEW JERSEY HOUSING AND 

MORTGAGE FINANCE AGENCY 

UNITED STATCS DEPARTMENT OF THE 

TREASURY 

By: 

Name: Anthony L. Marchetta 

Title: Executive Director 

By: Ukx. J^L 

Nafne: Timothy G. Massad 

Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

NEW JERSEY HOUSING AND 

MORTGAGE FINANCE AGENCY 

By: 

Name: Anthony L. Marchetta 

Title: Executive Director 

[Signature Page to Fifth Amendment to HPA—New Jersey] 
EXHIBITS AND SCHEDULES 

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 

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SCHEDULE A 

BASIC INFORMATION 

Eligible Entity Information: 

Name of the Eligible Entity: 

Corporate or other organizational form: 

Jurisdiction of organization: 

Notice Information: 

New Jersey Housing and Mortgage Finance 

Agency1 

body, politic and corporate of the State of 

New Jersey established and existing under 

the New Jersey Statutes Annotated 

(N.J.S.A.)§55:14Ket. seq. 

New Jersey 

HFA Information: 

Name of HFA: 

Organizational form: 

Date of Application: 

Date of Action Plan: 

Notice Information: 

Program Participation Cap: 

New Jersey Housing and Mortgage Finance Agency 

body, politic and corporate of the State of 

New Jersey established and existing under 

the New Jersey Statutes Annotated 

(N.J.S.A.) § 55:14 et. seq. 

September 1,2010 

September 1,2010 

Same as Notice Information for Eligible 

Entity 

$300,548,144.00 

1 References in the Agreement to the term "HFA" shall mean the New Jersey Housing and Mortgage Finance 

Agency ("NJHMFA") 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 NJHMFA, in its capacity as Eligible Entity as such term is used in the 

Agreement. 

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Portion of Program Participation Cap 

Representing Original HHF Funds: 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: 

Permitted Expenses: 

Closing Date: 

First Amendment Date: 

Second Amendment Date: 

Third Amendment Date: 

Fourth Amendment Date: 

Fifth Amendment Date: 

Eligible Entity Depository Account Information: 

N/A 

$112,200,637.00 

$38,615,000.00 

September 23, 2010 

September 29, 2010 

December 16, 2010 

August 31, 2011 

January 25, 2012 

August 24, 2012 

See account information set forth in the 

Depository Account Control Agreement 

between Treasury and Eligible Entity 

regarding the HHF Program. 

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SCHEDULEB 

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. 

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SERVICE SCHEDULE B-l 

NEW JERSEY HOMEKEEPER PROGRAM (NJHK) 

Summary Guidelines 

1. Program Overview The New Jersey Housing and Mortgage Finance Agency 

(NJHMFA) has created the New Jersey HomeKeeper Program 

(NJHK). 

This program will provide 0% interest rate, deferred-payment 

mortgage loans to unemployed and substantially underemployed 

homeowners who, through no fault of their own, are financially 

unable to make their mortgage payments and are in danger of 

losing their homes to foreclosure. While the homeowner seeks 

work or job training for a new career, NJHK loan proceeds may 

be used to cover mortgage arrearages and/or an approved amount 

of homeowner monthly mortgage payments including principal 

and interest, property taxes, property insurance, mortgage 

insurance and, if applicable, homeowner association dues. 

The housing counseling agency shall recommend - and the NJHK 

staff shall review for approval - a plan of action for each 

homeowner that addresses the proposed use of NJHK mortgage 

loan proceeds for these key purposes: 

• One-time payment to settle mortgage arrearages 

accumulated during a period of unemployment [Note: 

Assistance may only cover arrearages accumulated during 

a period of unemployment or substantial 

underemployment.] for homeowners who experienced lost 

employment income and have since found new work but 

need help to bring their mortgage current; and/or 

• Payment of arrearages as needed and an approved amount 

of mortgage payment assistance while the homeowner 

actively seeks work or participates in an approved job 

training program. The homeowner will be expected to 

report on and document employment status on a regular 

basis in accordance with program requirements. 

The maximum NJHK mortgage loan amount shall be $48,000. 

All loan proceeds shall be held in escrow by the NJHK and may 

be used to pay existing mortgage arrearages and/or an approved 

amount of the homeowner's existing mortgage payments each 

month for a period of time not exceeding 24 months. Existing 

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2. Program Goals 

3. Target Population / 

Areas 

4. Program Allocation 

(Excluding Administrative 

Expenses) 

1 5. Borrower Eligibility 

Criteria 

mortgage payments include principal and interest, property taxes, 1 

homeowner insurance, mortgage insurance and homeowner 

association dues (if any). 

The goal of the NJHK Program is to promote neighborhood 1 

stability in New Jersey communities by providing assistance with 

mortgage arrears and mortgage payments to eligible homeowners 

who, through no fault of their own, are in danger of foreclosure 

due to a temporary loss of employment or unexpected substantial 

underemployment and are in the process of seeking work or job 

training that will enable them to resume making their mortgage 

payments in full. 

The program will be offered statewide. 1 

$261,933,144 

Eligible homeowners are not subject to maximum household 1 

income limits. Homeowners must be in danger of foreclosure due 

to a temporary loss of employment-related household income that 

occurred through no fault of their own. 

In addition to meeting other program underwriting criteria, 

eligible homeowners: 

• May be current on mortgage payments but are expected to 

become delinquent within a 90-day period due to loss of 

employment income OR may be 30 days or more 

delinquent on mortgage payments due to loss of 

employment income; 

• Must provide a financial Hardship Affidavit attesting to 

their inability to make mortgage payments. Loss of 

employment must be documented in accordance with 

program underwriting requirements, including evidence 

from the state unemployment office or, if unavailable, a 

notarized letter from the former employer indicating the 

unemployment or underemployment was not the fault of 

the borrower; 

• Must show evidence of having made payments on their 

first mortgage loans, as specified in the program 

guidelines; 

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6. Property / Loan 

Eligibility Criteria 

7. Program Exclusions 

1 8. Structure of Assistance 

• Must exhaust other available financial resources/assets 

(excluding recognized retirement and education savings 

plans) before qualifying for assistance, except that they 

may keep liquid assets amounting to a maximum of nine 

months of mortgage payments; 

• Must be paying, as a result of employment income loss, 

more than 25% of gross household income each month to 

cover all existing mortgage payments (including principal 

and interest, property taxes, homeowners insurance, 

mortgage insurance and, if applicable, homeowner 

association fees); 

• Must have no more than a combined total of $429,619 for 

a one-unit dwelling or $550,005 for a two-family dwelling 

in outstanding principal balance due on all existing 

mortgage loan(s) on the home at the time of application; 

and 

• Must participate and cooperate in sessions with an NJHKapproved housing counseling agency, which will help 

provide advice on all available programs and solutions for 

the homeowner, including the NJHK. 

NJHK assistance shall be provided on a first come, first served 

basis. 

The eligible homeowner must own and occupy a home located in 

New Jersey. 

The home must contain one or two dwelling units, be an attached 

or detached house a condominium unit or a manufactured home 

on a foundation permanently affixed to real property owned by 

the homeowner. 

Homeowners owning other residential real estate at the time of 

application are ineligible. 

All assistance shall be provided to the homeowner in the form of 

a 0% interest rate, deferred-payment, non-recourse loan secured 

by a mortgage that will be recorded and will take a junior lien 

position on the home. This NJHK mortgage loan shall require no 

monthly payments from the homeowner. 

Within the first five years of the closing date of the NJHK 

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9. Per Household 

Assistance 

1 10. Duration of Assistance 

111. Estimated Number of 

Participating Households 

1 12. Program Inception / 

Duration 

1 13. Program Interactions 

with Other HFA Programs 

mortgage loan, the full amount of the NJHK mortgage loan shall 1 

be due and payable upon the sale or upon the transfer or upon the 

refinance of the property (except for a lower rate/term refinance) 

or if the applicant ceases to occupy the property as his/her 

primary residence in the event there are sufficient equity proceeds 

available from such transaction. After the fifth year, the NJHK 

mortgage loan amount shall be forgiven 20% per year, to be 

forgiven in full at the end of the tenth year. 

All borrowers will be required to sign and acknowledge the 

program guidelines and any and all other program requirements, 

including employment status reporting. 

Any funds repaid to the NJHK by NJHK recipients in accordance 

with established program guidelines will be recaptured and may 

be used to assist additional homeowners up to December 31, 

2017. After this date, all remaining and recaptured funds will be 

returned to the U. S. Treasury. 

The average NJHK mortgage loan amount per household is 

expected to be $38,000. 

Each borrower may receive up to 24 months of assistance. Any 

reinstatement/arrearage assistance will be a one time payment. 

The estimated number of participating households is 

approximately 6,900 assuming an average assistance loan of 

$38,000. 

It is anticipated that the program will start with a 3 month pilot 

program to begin within 90 days of U.S. Treasury's funding. At 

the end of the 3-month period, NJHMFA along with key 

stakeholders will review the NJHK Program and make the 

necessary changes, as are approved by Treasury, in order to better 

serve New Jersey's unemployed and substantially underemployed 

homeowners. Mortgage loan originations with this funding will 

take place over a three-year period until funds are exhausted. 

Subsequent originations may be made up to December 31, 2017 

using any homeowner loan repayment funds. 

Homeowners shall be provided all available options for assistance 

during their sessions with participating housing counseling 

agencies. 

Homeowners may also access more than one of the NJHMFA's 

programs as appropriate, including the Mortgage Assistance Pilot 

(MAP) program, which is designed for homeowners who were 

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14. Program Interactions 

with HAMP 

15. Program Leverage 

with Other Financial 

Resources 

16. Qualify as an 

Unemployment Program 

temporarily unemployed and then recently re-employed and who 

need arrearage payoffs only (funding for this program is limited). 

The NJHMFA also administers the New Jersey Judiciary 

Foreclosure Mediation Program which involves 

counselor/mortgage lender/homeowner mediations that are 

scheduled and supervised by the courts. 

Homeowners shall be provided all available options for assistance 

during their sessions with participating housing counseling 

agencies. This includes assistance available under HAMP. 

Determination of homeowner eligibility for HAMP or UP will be 

made and utilized before any determination of homeowner 

eligibility for HomeKeeper. NJHMFA's intake application for 

HomeKeeper will include information that will help participating 

counselors to make these preliminary determinations. 

None 

0 Yes • No 

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SCHEDULE C 

PERMITTED EXPENSES 

New Jersey 

1 

One-time / Start-Up Expenses: 

Initial Personnel 

Building, Equipment, Technology 

Professional Services 

Supplies / Miscellaneous 

Marketing /Communications 

Travel 

Website development /Translation 

Contingency 

Subtotal 

$500,000.00 

$655,000.00 

$100,000.00 

$0.00 

$100,000.00 

$0.00 

$350,000.00 

$1,000,000.00 

$2,705,000.00 

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 

$12,500,000 

$2,000,000.00 

$60,000.00 

$1,500,000.00 

$3,000,000.00 

$250,000.00 

$450,000.00 

$400,000.00 

$500,000.00 

$1,500,000.00 

$22,160,000 

Transaction Related Expenses: 

Recording Fees 

Wire Transfer Fees 

Counseling Expenses 

File Intake 

Decision Costs 

Successful File 

$2,000,000.00 

$350,000.00 

$4,000,000.00 

$0.00 

$6,200,000.00 

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Key Business Partners On-Going 

Subtotal 

$1,200,000.00 

$13,750,000 

Grand Total $38,615,000 

% of Total Award 

Award Amount 

12.85% 

$300,548,144.00 

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