Permitted Administrative Expenses

Tennessee

One-time / Start-Up Expenses:

Initial Personnel $50,264.40
Building, Equipment, Technology $230,209.59
Professional Services $19,668.00
Supplies / Miscellaneous $3,265.33
Marketing /Communications $741.73
Travel $1,786.15
Website development /Translation $15,000.00
Contingency $0.00 |
Subtotal $320,935.20

Operating / Administrative
Expenses:

Salaries

$12,153,889.11

Professional Services (Legal,

Compliance, Audit, Monitoring) $477,927.77
Travel $169,447.12
Buildings, Leases & Equipment $267,866.70
Information Technology &

Communications $900,000.00
Office Supplies/Postage and

Delivery/Subscriptions $108,619.95
Risk Management/ Insurance $0.00 |
Training $267,866.70
Marketing/PR $2,271,454.55
Miscellaneous $511,654.85

Subtotal

$17,128,726.75

Transaction Related Expenses:

Recording Fees

$2,769,117.00

| Wire Transfer Fees $167,560.00
Counseling Expenses
File Intake $0.00
Decision Costs $0.00
Successful File $12,211,000.00
Key Business Partners On-Going $0.00

Subtotal

$15,147,677.00 |

Grand Total |

$32,597,338.95

ES

Doc#: US1:8233528v1


In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials
hereby execute and deliver this Seventh Amendment to Commitment to Purchase Financial
Instrument and HFA Participation Agreement as of the Amendment Date.

HFA:

TENNESSEE HOUSING DEVELOPMENT
AGENCY

By:

Name:

Title:
ELIGIBLE ENTITY:

TENNESSEE HOUSING DEVELOPMENT
AGENCY

By:

Name:
Title:

TREASURY:

UNITED STATES DEPARTMENT OF THE
TREASURY

a

By:

Name: Timothy G. Massad
Title: Assistant Secretary for
Financial Stability

[Signature Page to Seventh Amendment to HPA — Tennessee]


SCHEDULE B-1

Tennessee Housing Development Agency

Hardest Hit Fund Program (HHFP)

Summary Guidelines

1. Program Overview

The Tennessee Housing Development Agency (THDA) Hardest
Hit Fund Program (HHFP) will provide loans to unemployed or
substantially underemployed homeowners, or those homeowners
impacted by a recent divorce or death of a spouse, 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.

Loan proceeds will be used to pay all mortgage and mortgage-
related expenses (e.g., property taxes, homeowner insurance,
homeowner dues) (i) until, for those unemployed or substantially
underemployed homeowners, the homeowner _ secures
employment or completes training for a new career and (ii) for
all eligible homeowners, subject to maximum assistance criteria
described in Section 9.

For homeowners who were unemployed or substantially
underemployed and accumulated payment arrearages, but have
since found a new job, reinstatement assistance will be
available.

2. Program Goals

To assist unemployed or substantially underemployed
homeowners, or those homeowners impacted by a recent
divorce or death of a spouse, to remain in their homes and make
monthly payments on their mortgages and mortgage related
expenses such as property taxes, homeowner insurance,
homeowner dues, and/or past-due mortgage payments
(arrearages) so that they may avoid delinquency and foreclosure.

3. Target Population /
Areas

This program will be available in all Tennessee counties.

THDA previously provided additional assistance over a longer
period of time to eligible homeowners living in targeted or
“hardest hit” counties, defined as those counties showing greater
than average distress based on a combination of unemployment
rate, the percent of the state’s foreclosures in that county, and
delinquency rates. Twenty-nine counties were chosen as targeted
based on the fact that they scored high on two of three factors, as
follows: having an unemployment rate at or above the state
average rate, having a high percentage of the state’s foreclosure
filings (in the 75th percentile of counties), having a high
delinquency rate (again, in the 75th percentile of counties).

4. Program Allocation
(Excluding

$ 184,718,254.05
$81,128,260 of this program allocation is reserved to provide

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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:

HFA Information:
Name of HFA:

Organizational form:

Date of Application:

Tennessee Housing Development Agency!

body, politic and corporate; political
subdivision and instrumentality of the State
of Tennessee, established and existing under
the Tennessee Housing Development
Agency Act, Tenn. Code Ann. § 13-23-101
et seq.

Tennessee

Tennessee Housing Development Agency!

body, politic and corporate; political
subdivision and instrumentality of the State
of Tennessee, established and existing under
the Tennessee Housing Development
Agency Act, Tenn. Code Ann. § 13-23-101
et seq.

September 1, 2010

' References in the Agreement to the term “HFA” shall mean the Tennessee Housing Development Agency
(*THDA”) 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 THDA, in its capacity as Eligible Entity as such term is used in the Agreement.

Notwithstanding anything to the contrary in the Agreement, (A) for purposes of Section 4(G) thereof, annual audited
financial statements shall be due no later than one hundred eighty (180) days after the end of THDA’s fiscal year,
and (B) for purposes of Section 7 thereof, the powers and authority of THDA shall be governed and construed in

accordance with the laws of the State of Tennessee.

For the avoidance of doubt, THDA has no obligation to ensure that the funds in the Depository Account are
collateralized should the amount of money in the account be in excess of the FDIC insurance limits.

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EXHIBITS AND SCHEDULES
Schedule A Basic Information

Schedule B Service Schedules
Schedule C Permitted Expenses

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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.

Doe#; US1:8233528v1


SEVENTH AMENDMENT TO

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT
and
HFA PARTICIPATION AGREEMENT

This Seventh Amendment to Commitment to Purchase Financial Instrument and HFA
Participation Agreement (the “Seventh Amendment”) is entered into as of the date set forth on
Schedule A attached hereto as the Seventh 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”),
and as further amended by that certain Sixth Amendment to Commitment to Purchase Financial
Instrument and HFA Participation Agreement (the “Sixth Amendment”; and together with the
Original HPA as amended thereby and by the First Amendment, Second Amendment, Third
Amendment, Fourth Amendment and the Fifth 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, as applicable, and Treasury has agreed to the
same;

WHEREAS, HFA, Eligible Entity and Treasury wish to enter into this Seventh Amendment to
document all approved modifications to the Service Schedules and Permitted Expenses, as
applicable;

Seventh Amendment to HPA — Tennessee
Doe#: US1:8233528v1


7. Program Exclusions

Total unpaid principal balances > $275,000
Manufactured homes not considered real property

Non-legal U.S. resident

8. Structure of Assistance

0% interest, non-recourse, deferred-payment, forgivable,
subordinate loan. A forgiveness clause will reduce the loan
amount by 20% a year for every year the borrower stays in the
home up until five years. At the end of five years, the note will
be considered satisfied and THDA will release the lien securing
the note.

Loan funds are due and payable if property is sold, refinanced or
no longer owner occupied and there are sufficient equity
proceeds available (unless otherwise prohibited under applicable
federal law).

All deferred, subordinate mortgages will be evidenced by a
Home Equity Line of Credit promissory note and secured by a
deed of trust on the property. Borrowers will be required to sign
and acknowledge via written agreement indicating the program
guidelines.

Any funds returned according to established program guidelines
will be recaptured and used to assist additional homeowners
through December 31, 2017. After December 31, 2017, any
remaining or recaptured funds will be returned to Treasury.

9. Per Household
Assistance

Maximum amount available per homeowner:

e Assistance for up to 36 months, subject to a maximum
assistance cap of $40,000

e There is no maximum monthly payment amount;
however, total loan amount cannot exceed applicable
benefit.

10. Duration of Assistance

Homeowners may receive assistance up to a maximum of 36
months. Should a homeowner become reemployed within the
applicable period, the homeowner may continue receiving
assistance for up to an additional two months after
reemployment. Additionally, if a homeowner becomes
reemployed within the applicable period and the homeowner’s
mortgage payment exceeds 31% of their current income, they
are eligible for continued assistance.

Any reinstatement assistance shall be made in one payment.

11. Estimated Number of
Participating
Households

Based on the current average amount of assistance of $16,254,
we would expect to assist approximately 11,300 homeowners.
With the increase in available assistance amounts and terms, we
do expect the average amount of assistance to increase and the

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Administrative
Expenses)

assistance to borrowers whose hardship is employment-related.

5. Borrower Eligibility
Criteria

Unemployed or substantially underemployed homeowners, or
those homeowners impacted by a recent divorce or death of a
spouse, who, through no fault of their own, are unable to make
their mortgage payments and are at risk of foreclosure.
Homeowners will be required to provide a financial hardship
affidavit with appropriate documentation as to the cause of their
hardship, as specified in the program guidelines. Homeowners
will be required to provide continual documentation certifying to
their ongoing hardship.

Employed homeowners who have previously been unemployed
or substantially underemployed and who are delinquent, but who
can resume future payments without additional assistance.

Substantially | underemployed homeowners are those
homeowners whose income has been reduced by 30% or more.

The event or incident which results in unemployment or
substantially underemployment, or the applicable divorce or
death of a spouse impacting a homeowner, must have occurred
after January 1, 2008.

Principal, Interest, Taxes and Insurance >31% of household
income after job loss/reduction of income.

Asset test: Borrower must not have >6 months reserves

Borrower must be a low- or moderate-income homeowner
(maximum $92,680 household income).

Eligibility for program assistance will be determined primarily
by participating foreclosure prevention partners using THDA
underwriting criteria stated above.

Funds will be allocated on a first-come/approved, first-served
basis.

6. Property / Loan
Eligibility Criteria

Existing single-family homes or condominiums (attached or
detached) including manufactured homes on foundations
permanently affixed to real estate owned by the borrower.

Tennessee owner-occupied, primary residences only.

Doc#: US1:8233528v1



Date of Action Plan:

Notice Information:

Program Participation Cap:

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:
Sixth Amendment Date:

Seventh Amendment Date:

Eligible Entity Depository Account Information:

Doe#: US1:8233528v1

September 1, 2010

Same as notice information for Eligible
Entity

$217,315,593.00

N/A

$81,128,260.00

$32,597,338.95

September 23, 2010

September 29, 2010

December 16, 2010

May 25, 2011

September 28, 2011

December 8, 2011

May 3, 2012

November 15, 2012

See account information set forth in the
Depository Account Control Agreement

between Treasury and Eligible Entity
regarding the HHF Program.


In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials
hereby execute and deliver this Seventh Amendment to Commitment to Purchase Financial
Instrument and HFA Participation Agreement as of the Amendment Date.

HFA:

TENNESSEE HOUSING DEVELOPMENT
AGENCY

By: /s/ Ralph Perrey
Name: Ralph Perrey
Title: Executive Director

ELIGIBLE ENTITY:

TENNESSEE HOUSING DEVELOPMENT
AGENCY

By: /s/ Ralph Perrey
Name: Ralph Perrey
Title: Executive Director

TREASURY:

UNITED STATES DEPARTMENT OF THE
TREASURY

By:

Name: Timothy G. Massad
Title: Assistant Secretary for
Financial Stability

[Signature Page to Seventh Amendment to HPA — Tennessee]


% of Total Award 15.00%

Award Amount $217,315,593.00

Doi: US1:8233528v1


connection with this Seventh Amendment, and to perform its obligations hereunder and
thereunder.

3. Miscellaneous

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

Cc. 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 Seventh 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 Seventh Amendment shall be treated as originals for all purposes.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

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

Cc. Schedule B. Schedule B attached to the Current HPA is hereby deleted in its entirety
and replaced with Schedule B attached to this Seventh Amendment.

Dz. Schedule C. Schedule C attached to the Current HPA is hereby deleted in its entirety
and replaced with Schedule C attached to this Seventh 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.

qd) 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 Seventh Amendment and any other closing documentation delivered to
Treasury in connection with this Seventh 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
Seventh Amendment and any other closing documentation delivered to Treasury in

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-2-


number of homeowners assisted to decrease. Recaptured funds
will be returned to the program and used for additional
homeowners, which could extend thé program until as late as
December 31, 2017.

12. Program Inception / The program began serving the targeted, hardest hit counties
Duration January 1, 2011. On March 1, 2011, the program was expanded
and all counties became eligible for the program. All funds are
expected to be committed by December 31, 2014. Recaptured
funds will be returned to the program and used for additional
homeowners, which could extend the program until as late as
December 31, 2017.
13. Program Interactions None
with Other HFA
Programs
14. Program Interactions Borrowers can receive HAMP assistance (including UP program
with HAMP assistance) prior to or after receiving Hardest Hit Fund
assistance.
15. Program Leverage with | None
Other Financial
Resources
16. Qualify as an MyYes ONo
Unemployment

Program

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