Second Amendment to HPA — Oregon 

TAMPA/134429.1

SECOND AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

This Second Amendment to Commitment to Purchase Financial Instrument and HFA 

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

Schedule A attached hereto as the Second 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 

together with the Original HPA as amended thereby, the “Current HPA”), dated as of the First 

Amendment Date, all 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, on September 24, 2010 Treasury indicated that it would make $3.5 billion of 

additional assistance available under the HHF Program for foreclosure prevention programs for 

homeowners struggling to make their mortgage payments in certain states that had previously 

received HHF Program funding for such purposes; 

WHEREAS, Treasury desires to increase the available HHF Program funds available to Eligible 

Entity and as such, Treasury, HFA and Eligible Entity wish to enter into this Second Amendment 

to document all modifications and additional provisions necessary to address the additional HHF 

Program funds; 

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 Second Amendment; and all references in the 
- 2 - 

TAMPA/134429.1 

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

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

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

Treasury in connection with this Second 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 

Second Amendment and any other closing documentation delivered to Treasury in 

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

thereunder. 

3. Administrative Expenses

Notwithstanding anything to the contrary contained in the Current HPA as amended by this 

Second Amendment, HFA and Eligible Entity may from time to time submit adjusted budgets to 

Treasury requesting approval to re-allocate HHF Funds to pay actual program expenses as set 

forth on a proposed Schedule C. In the event that Treasury shall approve an adjusted budget, in 

Treasury’s sole discretion, the parties shall enter into an amendment to the HPA to modify 

Schedules A, B and C as necessary. 
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TAMPA/134429.1 

4. Miscellaneous

A. The recitals set forth at the beginning of this Second 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 Second 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 Second Amendment shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 

[Signature Page to Second Amendment to HPA — Oregon] 

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

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

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

OREGON HOUSING AND COMMUNITY 

SERVICES 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Victor Merced By: 

Name: Victor Merced Name: Herbert M. Allison, Jr. 

Title: Director Title: Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

OREGON AFFORDABLE HOUSING 

ASSISTANCE CORPORATION 

By: /s/ Michael Kaplan 

Name: Michael Kaplan 

Title: President 

 
TAMPA/134429.1 

EXHIBITS AND SCHEDULES

Schedule A Basic Information 

Schedule B Service Schedules 
TAMPA/134429.1 

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information: 

Name of the Eligible Entity: Oregon Affordable Housing Assistance 

 Corporation

Corporate or other organizational form: Nonprofit corporation

Jurisdiction of organization: Oregon

Notice Information: 

 

 

 

 

 

HFA Information: 

Name of HFA: Oregon Housing and Community Services 

Organizational form: A department of the State of Oregon under 

 the laws of the State of Oregon 

Date of Application: June 1, 2010 

Date of Action Plan: September 1, 2010 

Notice Information: 

 

 

 

Program Participation Cap: $220,042,786.00 

Portion of Program Participation Cap 

Representing Original HHF Funds: $88,000,000.00 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $49,294,215.00 
TAMPA/134429.1 

Permitted Expenses: $15,585,177.56

Closing Date: August 3, 2010 

First Amendment Date: September 23, 2010 

Second Amendment Date: September 29, 2010 

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. 
MIAMI/4256433.7 

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. 
MIAMI/4256433.7 2 

SERVICE SCHEDULE B-1

Oregon Housing and Community Services

Loan Modification Assistance Program

Summary Guidelines 

1. Program Overview The Loan Modification Assistance Program will provide funds to 

assist financially distressed borrowers who are in the process of 

modifying their home loans. 

Under the Program, a one-time contribution of funds will be made 

to a homeowner’s lender/servicer to be used to fill a financial gap 

that limits a homeowner’s eligibility for a loan modification. 

Funds may be used to reduce the outstanding principal balance, 

pay delinquent escrow, arrearages, or strategically apply 

resources to ensure a Net Present Value test is positive. 

Modification must result in a loan to value ratio of no more than 

125 percent, a total debt-to-income of up to or less than 50 

percent, and a mortgage payment of no more than 31 percent 

including principal, interest, taxes and insurance. The Program is 

designed to work with both HAMP and non-HAMP 

modifications.

2. Program Goals To provide a quick infusion of funds that will allow for a 

successful loan modification. Without these additional funds, 

homeowners would be ineligible for modification. 

3. Target Population/ 

Areas 

The Program will be available in all counties in Oregon for 

households with incomes equal to or less than 120 percent of state 

median income. The substantial majority of funding (80 percent) 

will be provided to those counties identified as hardest hit (20).

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$26,000,000.00

5. Borrower Eligibility 

Criteria 

• Current household income equal to or less than 120 percent 

of state median income. 

• Homeowner must have either been denied for, or must be 

in the process of receiving, a loan modification. 

• Loan must have originated before January 1, 2009. 

• Recipients must show capability to maintain mortgage after 

modification or loan preservation assistance. 

• Homeowner must provide a financial hardship affidavit. 

• After modification, must have a loan to value ratio of no 

more than 125 percent. 

6. Property/Loan 

Eligibility Criteria 

• Properties receiving resources must be owner occupied. 

• Must be a single family home located in Oregon. 

7. Program Exclusions • Owners of second homes or investment properties. 
MIAMI/4256433.7 3 

• Those with liquid resources sufficient to make four or more 

months of mortgage payments 

8. Structure of 

Assistance 

Funding from the Program will be structured as a five-year nonrecourse, zero-percent forgivable, non-amortizing loan in which a 

second lien is recorded on the property. Twenty percent of the 

loan will be forgiven for each year it is outstanding. If property is 

sold or refinanced prior to the loan termination date, funds will be 

recovered should sufficient equity be available from the 

transaction. Recovered funds will be recycled in order to provide 

additional program assistance until December 31, 2017, at which 

time any recovered funds will be returned to Treasury.

9. Per Household 

Assistance 

Maximum is $10,000. 

10. Duration of Assistance One time payment on behalf of borrower to lender/servicer. 

11. Estimated Number of 

Participating 

Households 

An estimated 2,600 homeowners will receive assistance. 

12. Program Inception/ 

Duration 

The Program will be operational within 150 days from time of 

application approval by Treasury. The Program may be ready 

sooner due to the current pipeline of outstanding modifications 

that may be eligible for this assistance. Pending speedy 

resolutions of modifications, the Program should operate for no 

more than one year. 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs) 

None. 

14. Program Interactions 

with HAMP 

Where the Program interacts with HAMP and otherwise eligible 

HAMP applicants fail a modification test due to a gap in financial 

resources of $10,000 or less, this Program would serve to bridge 

that gap. These funds will also interact with any other approved 

Treasury programs that in combination will allow for a successful 

loan modification under HAMP.

15. Program Leverage 

with Other Financial 

Resources 

It is not anticipated that funds will be matched; however, to the 

extent that services/investors are willing and a match will be 

advantageous to the borrower, the Program will allow for 

lender/servicer match. 

The Program will work with non-HAMP modification programs 

offered through lenders/servicers. In those cases, Program funds 

will be used when an investment of $10,000 or less, will facilitate 

a successful loan modification.

16. Qualify as an 

Unemployment 

Program 

 Yes No √
MIAMI/4256433.7 

SERVICE SCHEDULE B-2

Oregon Housing and Community Services

Mortgage Payment Assistance Program

Summary Guidelines

1. Program Overview The Mortgage Payment Assistance Program will provide up to 

nine months of mortgage payment assistance with a required 1:1 

match from the investor for a total anticipated benefit of up to 18 

months of assistance. It is expected that the investor match be 

provided concurrently with funds from the Program. This 

temporary assistance will be provided on behalf of unemployed or 

substantially underemployed. 

The state’s foreclosure counseling network would serve as the 

administrative entry point for initial eligibility screening. This 

Program will work as both a stand-alone program or as a feeder 

into Loan Preservation Assistance or Transitional Assistance 

Programs.

2. Program Goals To provide unemployed and substantially underemployed Oregon 

homeowners the opportunity to stay in their homes while they 

search for employment. 

3. Target Population/ 

Areas 

The Program will be available in all counties of Oregon for 

households with incomes equal to or less than 120 percent of state 

median income. The substantial majority of funding (80 percent) 

will be provided to those counties identified as financially 

distressed (20).

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$144,907,608.44

5. Borrower Eligibility 

Criteria 

• Unemployed or substantially underemployed. 

• Household income equal to or less than 120 percent of state 

median income. 

• A reasonable expectation that recipients would be able to 

qualify for a modification in the future should they become 

reemployed. 

• Loan must have originated before January 1, 2009. 

• Homeowner must provide a financial hardship affidavit. 

6. Property/Loan 

Eligibility Criteria 

• Properties receiving resources must be owner occupied. 

• Must be a single family home located in Oregon. 

7. Program Exclusions • Owners of second homes or investment properties. 

• Those with liquid resources sufficient to make four or more 

months of mortgage payments.. 

8. Structure of 

Assistance 

The Program is envisioned as a revolving fund. The Program will 

make a five-year, non-recourse, zero-percent, forgivable, non-
MIAMI/4256433.7 2 

amortizing loan in which a second lien is recorded on the 

property. Twenty percent of the loan will be forgiven for each 

year the loan is outstanding. If the property is sold or refinanced 

prior to the loan termination date, the Program will recover funds 

should sufficient equity be available from the transaction. The 

Program will recycle recovered funds in order to provide 

additional program assistance until December 31, 2017, at which 

time any recovered funds will be returned to Treasury.

9. Per Household 

Assistance 

The Program will provide up to $1,360 per month with a total 

benefit cap of $12,250 to borrowers.

10. Duration of Assistance Nine months (18 months with lender/servicer required 1:1 

matching). 

11. Estimated Number of 

Participating 

Households 

It is expected that an estimated 4,000 homeowners will receive 

assistance under the Program. 

12. Program Inception/ 

Duration 

The Program will be operational December 2010. The Program is 

expected to last 24 months. 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs) 

The Program should lead recipients directly into Loan 

Preservation Assistance, Transitional Assistance, or another 

existing loan modification program.

14. Program Interactions 

with HAMP 

Under certain circumstances, assistance recipients will move 

directly into HAMP or other modification programs. See 15 

regarding interaction with UP.

15. Program Leverage 

with Other Financial 

Resources 

Lenders/servicers are required to match mortgage payment 

subsidy funds by at least a 1:1 ratio. It is expected that the 

investor match be provided concurrently with funds from the 

Program. Examples of this match/leverage include the Home 

Affordable Unemployment Program (UP) which allows for a 

three-month forbearance period. This will be a key tool in 

obtaining the 18 months of assistance that is necessary for the 

Program’s success. Program assistance may kick in after the 

borrower exhausts available UP benefits.

16. Qualify as an 

Unemployment 

Program 

; Yes  No 
MIAMI/4256433.7 

SERVICE SCHEDULE B-3

Oregon Housing and Community Services

Loan Preservation Assistance Program

Summary Guidelines 

1. Program Overview The Loan Preservation Assistance Program is intended to benefit 

homeowners who have regained employment or recovered from 

financial distress to ensure their loans become, or remain, 

affordable. Funds provided through this Program will be paid to 

lenders/servicers to be used to ensure successful modification, 

pay arrearages, delinquent escrow, or other fees incurred during a 

period of unemployment or financial distress. Eligibility will be 

determined by Foreclosure Counselors and staff from the Oregon 

Affordable Housing Assistance Corporation. 

2. Program Goals To provide those who recover from unemployment or financial 

distress the opportunity to pay any significant penalties they have 

incurred, qualify for modification, or pay arrearages. 

3. Target Population/ 

Areas 

The program will be available in all counties of Oregon for 

households with incomes equal to or less than 120 percent of state 

median income. The substantial majority of funding (80 percent) 

will be provided to those counties identified as hardest hit (20). 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$29,550,000.00 

5. Borrower Eligibility 

Criteria 

• Recently re-employed, underemployed, and or significant 

and verifiable loss of income. 

• Household income equal to or less than 120 percent state 

median income. 

• After anticipated assistance, recipients cannot have debt to 

income ratio greater than 50 percent. 

• Recipients must show capability to maintain mortgage after 

modification or loan preservation assistance. 

• After modification, must have a loan-to-value ratio of not 

more than 125 percent. 

• Homeowner must provide a financial hardship affidavit. 

6. Property/Loan 

Eligibility Criteria 

• Properties receiving resources must be owner occupied. 

• Must be a single family home located in Oregon. 

7. Program Exclusions • Owners of second homes or investment properties. 

• Those with liquid resources sufficient to make four or more 

months of mortgage payments. 

8. Structure of 

Assistance 

The Program is envisioned as a revolving fund. The Program will 

make a five-year, non-recourse, zero-percent forgivable, nonamortizing loan in which a second lien is recorded on the 

property. Twenty percent of the loan will be forgiven for each 
MIAMI/4256433.7 2 

year the loan is outstanding. If the property is sold or refinanced 

prior to the loan termination date, the Program will recover funds 

should sufficient equity be available from the transaction. The 

Program will recycle recovered funds in order to provide 

additional program assistance until December 31, 2017, at which 

time any recovered funds may be returned to Treasury. 

9. Per Household 

Assistance 

The Program will provide up to $20,000 to borrowers. 

10. Duration of Assistance Lenders/servicers will receive a one-time payment on behalf of 

borrower. This one time payment may come after 12 months of 

assistance/match from the Program. 

11. Estimated Number of 

Participating 

Households 

An estimated 1.500 homeowners will receive assistance under the 

Program. 

12. Program Inception/ 

Duration 

The Program will be operational within 150 days from time of 

application approval by Treasury. The Program is expected to 

last 24 months. 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs) 

This program will operate in conjunction with the Mortgage 

Assistance Program. It is anticipated that many of the recipients 

of these funds will have used mortgage assistance, become 

stabilized, and can now take advantage of this program. 

Recipients of these Program funds will enter into companion loan 

modification programs such as HAMP. 

14. Program Interactions 

with HAMP 

This Program would incent recipients to enter loan modification 

programs such as HAMP and may interact with both new and 

existing HAMP programs. 

15. Program Leverage 

with Other Financial 

Resources 

Lenders/Servicers are expected to match these Program funds by 

at least a 1:1 ratio. Examples of this match/leverage include using 

the Principal Reduction Alternative (PRA) funds in conjunction 

with the Program to assist eligible recipients who have loan-tovalue ratios in excess of 115 percent. 

16. Qualify as an 

Unemployment 

Program 

 Yes ; No 
TAMPA/134429.1 

SERVICE SCHEDULE B-4

Oregon Housing and Community Services

Transition Assistance Program

Summary Guidelines 

1. Program Overview The Transitional Assistance Program will assist homeowners for 

whom foreclosure would otherwise be inevitable. This Program 

will serve as an alternative exit point for recipients of the 

Mortgage Payment Subsidy Program who do not regain 

employment or recover from financial distress to the extent that 

they would benefit from loan preservation assistance. This 

Program will work in conjunction with servicer/lender short sale 

and deed-in-lieu of foreclosure programs to help homeowners 

transition to affordable housing expediently. 

2. Program Goals To provide funds to financially distressed homeowners so they 

may be able to find affordable housing. Additionally, funds will 

serve as an incentive to maintain the home’s condition prior to 

turning it over to a lender/servicer. 

3. Target Population/ 

Areas 

The Program will be available in all counties of Oregon for 

households with incomes equal to or less than 120 percent of state 

median income. The substantial majority of funding (80 percent) 

will be provided to those counties identified as hardest hit (20). 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$4,000,000.00

5. Borrower Eligibility 

Criteria 

• Recently unemployed, underemployed, and or significant 

and verifiable loss of income. 

• Household income equal to or less than 120 percent of state 

median income. 

• Homeowner must provide a financial hardship affidavit. 

6. Property/Loan 

Eligibility Criteria 

• Properties receiving resources must be owner occupied. 

• Must be a single family home located in Oregon. 

7. Program Exclusions Owners of second homes or investment properties. 

8. Structure of 

Assistance 

This Program will not be structured as a loan. 

9. Per Household 

Assistance 

Maximum recipient eligibility is $3,000.

10. Duration of Assistance Recipients will receive a single payment. 

11. Estimated Number of 

Participating 

Households 

An estimated 1,300 homeowners will receive assistance under the 

Program. 
TAMPA/134429.1 

12. Program Inception/ 

Duration 

The Program will be operational within 150 days from time of 

application approval by Treasury. Program expected to last 24 

months.

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs) 

The Program will operate in conjunction with the Mortgage 

Assistance Program. Mortgage Assistance Program participants 

who have not found stable employment can take advantage of this 

Program.

14. Program Interactions 

with HAMP 

It is anticipated the Program will provide additional support to 

eligible recipients above and beyond the assistance provided 

through HAFA. The Program would essentially fill gaps for the 

borrower in areas where HAFA assistance falls short of the 

resources needed for a successful transition. Payments will be 

made to lenders/servicers on behalf of eligible homeowners.

15. Program Leverage 

with Other Financial 

Resources 

Lenders/Servicers are expected to match these Program funds by 

at least a 1:1 ratio. 

16. Qualify as an 

Unemployment 

Program 

Yes ;No