COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

HFA PARTICIPATION AGREEMENT

This Commitment to Purchase Financial Instrument and HFA Participation Agreement (the

"Agreement") is entered into as of the Effective Date (defined below), by and among the United

States Department ofthe 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"). Certain information relating to HFA and Eligible

Entity is set forth in Schedule A attached hereto.

Recitals

WHEREAS, Treasury has established several programs under sections 101 and 109 of the

Emergency Economic Stabilization Act 01'2008 (P.L. 110-343), as amended, as the same may be

amended from time to time ("EESA"), to stabilize the housing market by facilitating mortgage

loan modifications to prevent avoidable foreclosures, including through providing home price

decline protection incentives, encouraging foreclosure alternatives, such as short sales and deeds

in lieu of foreclosure, and making other foreclosure prevention services available to the

marketplace;

WHEREAS, the U.S. Department of Housing and Urban Development, as the nation's housing

agency, has partnered with Treasury in the administration's response to the mortgage and

foreclosure crisis;

WHEREAS, as a component of this partnership Treasury has created a federal housing program

entitled the Housing Finance Agency Innovation Fund for the Hardest Hit Housing Markets (the

"HHF Program") as an additional program pursuant to EESA;

WHEREAS, Treasury has requested proposals from state housing finance agencies in designated

states for the use of funds allocated to the HHF Program to develop and implement innovative

housing initiatives tailored to their local conditions to help prevent foreclosures and stabilize

housing markets, including individual programs targeting unemployed borrowers, "underwater"

borrowers and second lien relief;

WHEREAS, HFA or Eligible Entity has submitted a proposal to Treasury outlining certain

programs to utilize HHF Program funds, which programs are described in the Service Schedules

attached hereto as Schedule B;

WHEREAS, as required under EESA, HFA has designated Eligible Entity as the financial

institution to receive HHF Program funds and act to implement the Services (as defined below);

WHEREAS, HFA and Eligible Entity wish to participate in the HHF Program on the terms and

subject to the conditions set forth herein;

TAMPMHPA-South Carolinall21390.1
Accordingly, in consideration of the representations, warranties, and mutual agreements set fOlih

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. Services

A. Eligible Entity shall (i) contemporaneously with the execution and delivery of this

Agreement, deliver a fully executed Financial Instrument (the "Financial Instrument") to

Treasury evidencing its obligations under this Agreement, in the form attached hereto as

Exhibit A; (ii) perform the duties and obligations set forth in this Agreement and the

Financial Instrument; and (iii) provide and perform (or engage qualified vendors to provide

and perform) the Services described in the Service Schedules (as defined below).

B. Contemporaneously with the execution and delivery of this Agreement, HFA and

Eligible Entity shall deliver to Treasury multiple schedules (each a "Service Schedule" and

together, the "Service Schedules") describing the services (the "Services") to be performed

by Eligible Entity under the HHF Program. The Service Schedules will be numbered

sequentially as Service Schedule B-1, Service Schedule B-2, et. seq., and are referenced

herein, collectively, as Schedule B.

C. Contemporaneously with the execution and delivery of this Agreement, HFA and

Eligible Entity shall also deliver to Treasury a budget detailing the administrative expenses

necessary to carry out the Services (the "Permitted Expenses"). The budget detailing the

Permitted Expenses is attached hereto as Schedule C. Neither HFA nor Eligible Entity shall

expend HHF Program funds for administrative expenses in excess of the total amount of the

Permitted Expenses (reasonable variances between line items being permitted) without the

prior consent of Treasury, which may be withheld in Treasury's sole discretion.

Additionally, all administrative expenses paid with HHF Program funds shall be accounted

for and are subject to OMB Circular A-87 (revised 5/4/95, as further amended 8/29/97),

which can be found at http://www.whitehouse.gov/omb/rewrite/circulars/a087/a087-all.html.

2. Representations, Warranties and Covenants

A. HFA and Eligible Entity. HFA and Eligible Entity, each for themselves, 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 ofthe 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 hereunder.

(1) HFA and Eligible Entity each represent and warrant that it is in compliance with,

and covenants that all Services will be performed in compliance with, EESA and all

Federal, state and local laws, regulations, regulatory guidance, statutes, ordinances, codes

and requirements, applicable to the provision of the Services by HFA and Eligible Entity,

- 2 - TAMPA/HPA-South Caro!inal121390< I
or its officers, employees, agents or contractors, including, but not limited to, the Truth in

Lending Act, 15 U.S.C. §1601 et seq., the Home Ownership and Equity Protection Act,

15 U.S.C. § 1639, the Federal Trade Commission Act, 15 U.S.C. § 41 et seq., the Equal

Credit Opportunity Act, 15 U.S.C. § 701 et seq., the Fair Credit Reporting Act, 15 U.S.C.

§ 1681 et seq., the Fair Debt Collection Practices Act, 15 U.S.C. § 1692 et seq., the Real

Estate Settlement Procedures Act, 12 U.S.C. §2601 et seq., the Fair Housing Act, 42

U.S.C. §3601, the Gramm Leach Bliley Act, 15 U.S.C. §6801-6809, and §§ 114 and 315

of the Fair and Accurate Credit Transactions Act of 2003 (the "FACT Act"), 15 U.S.C.

§§ 1681m(e) and 1681c(h), and all other Federal and state laws and regulations

applicable thereto, including, without limitation, those designed to prevent unfair,

discriminatory or predatory lending practices, tenant rights and licensing (collectively,

the "Applicable Laws").

(2) The performance of the Services will not conflict with, or be prohibited in any

way by, the Applicable Laws or any agreement or restriction by which HFA or Eligible

Entity is bound. Neither HFA nor Eligible Entity is aware of any other legal, financial or

other impediments to performing the Services or its obligations under this Agreement,

and shall promptly notify Treasury of any such impediments which may impair its ability

to perform the Services or its obligations under this Agreement, as applicable. Neither

HFA nor Eligible Entity is delinquent on any Federal tax obligation or any other debt

owed to the United States or collected by the United States for the benefit of others,

excluding any debts or obligations that are being contested by it in good faith.

(3) Neither HFA nor Eligible Entity has received written notice of any action, suit,

restraining order, injunction, investigation, proceeding or inquiry at law or in equity,

pending or threatened, by or before any judicial, quasi-judicial, legislative or

administrative court, agency or authority, or any arbitrator, nor to the best of HFA's and

Eligible Entity's knowledge is there any basis for any of the foregoing, wherein an

unfavorable determination, ruling or finding would materially adversely affect the

validity or enforceability of this Agreement, the Financial Instrument or the ability of

HFA or Eligible Entity to perform its respective obligations hereunder and thereunder.

(4) HFA and Eligible Entity each covenants that: (i) it will perform its obligations in

accordance with this Agreement and Applicable Laws, and will promptly provide such

performance or other reporting as may be required by Treasury, the Government

Accountability Office ("GAO"), Congressional Oversight Panel or the Special Inspector

General of the Troubled Asset Relief Program ("SIGTARP"); (ii) it will maintain

complete, accurate and appropriate records of: and supporting documentation for, all

Services provided in connection with the HHF Program; (iii) all Services will be offered

and performed in accordance with the Service Schedules, fully documented and serviced,

or otherwise performed, in accordance with this Agreement and EESA; and (iv) all data,

collection information and other information reported by HFA or Eligible Entity to

Treasury under this Agreement, including, but not limited to, information that is relied

upon by Treasury in calculating the Purchase Price (as defined below) or in performing

any compliance review will be true, complete and accurate in all material respects, and

consistent with all relevant business records, as and when provided.

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(5) HFA and Eligible Entity each covenants that it will: (i) perform the Services and

obligations required under this Agreement in accordance with the practices, high

professional standards of care, and degree of attention used in a well-managed operation,

and no less than that which HFA or Eligible Entity exercises or would exercise for itself

under similar circumstances; and (ii) use qualified individuals with suitable training,

education, experience and skills to perform the Services. HFA and Eligible Entity each

acknowledges that HHF Program participation may require changes to, or the

augmentation ot~ its systems, staffing and procedures, and covenants and agrees to take

all reasonable actions necessary to ensure it has the capacity to implement the Services in

accordance with this Agreement.

(6) HFA and Eligible Entity each covenants that it will comply with all regulations on

conflicts of interest that are applicable to HFA or Eligible Entity, as the case may be, in

connection with the conduct of its business and performance of the Services and all

conflicts of interest and non-disclosure obligations and restrictions and related mitigation

procedures set forth in this Agreement.

(7) HFA and Eligible Entity each acknowledges that the prOVISIOn of false or

misleading information to Treasury in connection with the HHF Program or the Services

may constitute a violation of: (a) Federal criminal law involving fraud, conflict of

interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (b)

the civil False Claims Act (31 U.S.C. §§ 3729-3733). HFA and Eligible Entity each

covenants to immediately disclose to Treasury any discovered credible evidence, in

connection with this Agreement and the Services, that a management official, employee,

or contractor of Eligible Entity has committed, or may have committed, a violation ofthe

referenced statutes or other wrongdoing.

(8) HFA and Eligible Entity each covenants to disclose to Treasury any other material

facts or information in its possession that Treasury should expect to know about HFA or

Eligible Entity or its employees, management officials or contractors to help protect the

reputational interests of Treasury in connection with the HHF Program.

(9) HFA and Eligible Entity shall each be responsible for the superVISIOn and

management of any contractor it engages to assist in the performance of the Services or

any obligation under this Agreement. HFA or Eligible Entity, as applicable, shall remove

and replace any contractor that it deems as failing to perform. HFA and Eligible Entity

shall each ensure that all of its contractors comply with the terms and provisions of this

Agreement. Each of HFA and Eligible Entity shall be responsible tor the acts or

omissions of its respective contractors as if the acts or omissions were by the HFA or

Eligible Entity, respectively.

(10) HFA and Eligible Entity each covenants that it will timely intorm Treasury of any

anticipated or actual Event of Default and of any suspected or actual Act of Bad Faith

(defined below).

(11) HFA and Eligible Entity each acknowledges that Treasury may be required to

respond, pursuant to the Privacy Act of 1974 (the "Privacv Act"), 5 U.S.C. § 552a, to

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TAMPA/IIPA-South Caroliuall21390.1
inquiries from borrowers and, pursuant to the Freedom of Information Act (the "Freedom

of Information Act"), 5 U.S.c. § 552, to inquiries from other parties, as well as formal

inquiries from Congressional committees and members, the Government Accounting

Office, Inspectors General and other government entities, as well as media and consumer

advocacy group inquiries about the HHF Program and its effectiveness. HFA and

Eligible Entity each covenants that it will respond promptly and accurately to all search

requests made by Treasury, comply with any related procedures which Treasury may

establish, and provide related training to employees and contractors.

(12) HFA and Eligible Entity each acknowledges that Treasury, SIGTARP, GAO and

other parties designated by Treasury or under Applicable Laws shall have the right during

normal business hours to conduct unannounced, informal onsite visits and to conduct

formal onsite and offsite physical, personnel and information teehnology testing, security

reviews, and audits of HFA and/or Eligible Entity and to examine all books, records and

data related to the Services provided and Purchase Price received in connection with the

Services.

(13) HFA and Eligible Entity each covenants that it will promptly take corrective and

remedial actions associated with reporting and reviews as directed by Treasury or its

designee and provide to Treasury evidence of the effective implementation of corrective

and remedial actions as Treasury shall require. HFA and Eligible Entity each

acknowledges that Treasury may conduct additional reviews based on its findings and the

corrective actions taken by HFA and/or Eligible Entity.

(14) In addition to any obligation to retain financial and accounting records under

Applicable Laws, HFA and Eligible Entity each covenants to retain all data, books,

reports, documents, audit logs and records, including electronic records, or copies

thereof, related to its obligations under this Agreement and the performance of the

Services, as applicable. In addition, HFA and Eligible Entity each agrees to maintain a

copy of all computer systems and application software necessary to review and analyze

these electronic records or copies of such records. Unless otherwise directed by

Treasury, HFA and Eligible Entity shall each retain these records for at least three (3)

years from the End of Term, or for such longer period as may be required pursuant to

Applicable Laws. Treasury may also notify HFA and/or Eligible Entity from time to

time of any additional record retention requirements resulting from litigation and

regulatory investigations in which Treasury or any agents of the United States may have

an interest, and HFA and Eligible Entity each agrees to comply with these litigation and

regulatory investigations requirements. "End of Tern1" shall mean the date that the

Services performed under all Service Schedules are fully complete, excluding

administrative functions (e.g. the last homeowner is assisted and any loan provided to

such homeowner is either repaid or fully forgiven).

(15) HFA and Eligible Entity shall each provide a bring-down certificate as to its

continuing compliance with, and the truth and accuracy of, the representations and

warranties set forth in this Agreement and the Financial Instrument, as applicable,

annually, on eaeh anniversary of the Effective Date during the Term (as defined below),

in the form attached hereto as with respect to the HFA (the "HFA

- 5 - TAMPAJHPA·Soulh CarolinaJl21390.1
Certification") and Exhibit B-2 with respect to the Eligible Entity (the "Eligible Entity

Certification").

B. Eligible Entitv. Additionally, Eligible Entity hereby makes 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 Eligible Entity. In the event that any of the representations or

warranties made herein ceases to be true and COlTect or Eligible Entity breaches any of its

covenants made herein, Eligible Entity agrees to notify Treasury immediately and the same

shall constitute an Event of Default hereunder.

(1) Eligible Entity constitutes a "financial institution" as such term is defined in

section 3(5) of EESA, has the legal power to receive funds from Treasury under the HHF

Program, and has been designated by HFA to, and hereby agrees to, provide the Services

and implement HFA's proposal to Treasury under the HHF Program.

(2) Eligible Entity is established under the laws of the United States or any state,

territory, or possession of the United States or the District of Columbia, has significant

operations in the United States and is not an agency or instrumentality of, or owned

directly or indirectly by, any foreign government.

(3) Eligible Entity is duly formed and validly existing and has the full corporate

power and authority to enter into, execute, and deliver this Agreement, the Financial

Instrument and any other closing documentation delivered to Treasury in connection with

this Agreement or the Financial Instrument, and to perform its obligations hereunder and

thereunder. Eligible Entity has, and its officers, employees, agents and contractors

providing the Services have, or will have prior to performing the Services, obtained all

licenses and any other approvals or consents required by law to carryon its business as

now being conducted and as contemplated by this Agreement.

C. HFA. Additionally, HFA hereby makes 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. In

the event that any of the representations or warranties made herein cease to be true and

correct or HFA breaches any of its covenants made herein, HFA agrees to notify Treasury

immediately and the same shall constitute an Event of Default hereunder.

(1) HFA is an instrumentality ofthe State as indicated in Schedule A.

(2) HFA has full legal power and authority to enter into, execute, and deliver this

Agreement and any other closing documentation delivered to Treasury in connection with

this Agreement, and to perform its obligations hereunder and thereunder.

D. Representations and Warranties. The foregoing representations and warranties set

forth in this Section 2 are hereby qualified and/or limited by the provisions set forth in

Schedule D attached hereto and incorporated herein.

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fAMPA/HPA-South CarolinaJl21390.1
3. Agreement to Purchase Financial Instrument; Payment of Purchase Price; Grant of

Security Interest

A. Treasury shall purchase, and Eligible Entity shall sell to Treasury, the Financial

Instrument that is executed and delivered by Eligible Entity in the form attached hereto as

Exhibit A, in consideration for the payment by Treasury ofsuch amount as shall be set forth

in Schedule A as the Purchase Price (the "Purchase Price"). Payment of the Purchase Price

by Treasury shall be made in draws (each, a "Capital Draw" and collectively, the "Capital

Draws"). In order to make a Capital Draw, Eligible Entity shall submit to Treasury and its

designee a request for payment (a "Capital Draw Request") no less than ten (10) business

days prior to the date such Capital Draw is requested to be paid. Notwithstanding anything

in the Service Schedules to the contrary, Treasury shall not approve a Capital Draw Request

for a Capital Draw in an amount less than 2.5%, or more than 20%, of the Program

Participation Cap (defined below). In addition, no Capital Draw Requests shall be approved

by Treasury so long as Eligible Entity has HHF Program funds on hand of more than 5% of

the Program Participation Cap. The form of Capital Draw Request is attached hereto as

Exhibit C.

B. The conditions precedent Treasury's execution and delivery of this Agreement and

the payment by Treasury of the first Capital Draw are: (i) HFA's execution and delivery of

this Agreement with attached complete and approved Service Schedules, Exhibits and any

other closing documents, certificates or legal opinions as shall be required by Treasury to be

delivered by HFA; (ii) Eligible Entity's execution and delivery of this Agreement with

attached complete and approved Service Schedules, Exhibits, the Financial Instrument and

any other closing documents, certificates or legal opinions as shall be required by Treasury to

be delivered by Eligible Entity; (iii) the delivery of a legal opinion of counsel to HFA, which

may be internal legal counsel, in substantially the form attached hereto as Exhibit D-l; and

(iv) the delivery of a legal opinion of counsel to Eligible Entity, which may be internal legal

counsel, in substantially the form attached hereto as Exhibit D-2.

C. The conditions precedent to payment by Treasury of any subsequent Capital Draws

are: (i) delivery to Treasury and its designee of an executed and completed Capital Draw

Request using the form attached hereto as Exhibit C, without modification other than

completing requested information fields, and any certifications or information as may be

required by Treasury or its designee; (ii) the performance by Eligible Entity of the Services

described in the Service Schedules, in accordance with the terms and conditions of this

Agreement, to the satisfaction of Treasury; and (iii) the satisfaction by HFA and Eligible

Entity ofsuch other obligations as are set forth in this Agreement.

D. The value of this Agreement is limited to the amount set forth in Schedule A as the

Purchase Price (the "Program Participation Cap"). Accordingly, the aggregate Purchase

Price payable to Eligible Entity under this Agreement with respect to all Services described

on the Service Schedules may not exceed the amount ofthe Program Participation Cap.

E. In the event of a discrepancy or error in the amount of the Purchase Price paid

hereunder, at Treasury's election, (i) Eligible Entity shall remit to Treasury the amount of

any overpayment within ten (l0) business days of receiving a refund request from Treasury,

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TAMPNHPA-South Carolinaf!21390.!
or (ii) Treasury may offset the amount of the overpayment against the next Capital Draw,

upon written notice to Eligible Entity. It is understood that HFA shall not be required to

advance any funds pursuant to this subsection.

F. At the election of Treasury and with prior notice to Eligible Entity, Treasury may

deduct from any amount payable to Eligible Entity any amount that Eligible Entity or HFA is

obligated to reimburse Treasury or the United States government.

G. The proceeds of each Capital Draw shall be deposited in an account (the "Depository

Account") held by The Bank ofNew York Mellon or such other depository institution chosen

by Treasury in its sole discretion (the "Depository"), the account title, account number and

other identifying information for which are provided in Schedule A. The Depository

Account shall be used as Eligible Entity's operating account for its performance of the

Services and other obligations set forth in the Financial Instrument and this Agreement. As

security for the performance ofthe Services and the other obligations of Eligible Entity under

this Agreement and the Financial Instrument, Eligible Entity hereby grants to Treasury a first

lien priority security interest in the Depository Account and in any moneys, or investments, if

any, held therein. Eligible Entity shall enter into a deposit account control agreement with

Treasury and the Depository, in form and substance acceptable to Treasury. Eligible Entity

shall file a financing statement (and any continuation thereof required by law to maintain the

perfection of the lien) identifying Eligible Entity as "debtor," Treasury as "secured party"

and describing the Depository Account in the UCC filing office for perfecting nonpossessory security interests in tangible and intangible personal property of Eligible Entity or

such other filing offices as Treasury may require. Copies of all filings and continuation

statements shall be provided to Treasury promptly after filing. Funds held in the Depository

Account may be invested in: (i) Cash, (ii) bank deposits, (iii) United States Treasury

securities with maturities of not more than ninety (90) calendar days, (iv) money market

mutual funds that (a) are registered with the SEC and regulated under Rule 2a-7 promulgated

under the Investment Company Act of 1940 and (b) invested exclusively in direct obligations

of the United States of America or obligations the prompt payment of the principal of and

interest on which is unconditionally guaranteed by the United States of America and (v) any

other investment approved by Treasury in writing.

4. Oversight; Internal Control Program

A. HFA 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 HFA 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. HFA 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 (l5th) day of the second month following the end of such quarter.

Treasury, in its sole discretion, may request that HFA modify its performance criteria or seek

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additional metrics as necessary. Treasury may make any or all data reported by HFA

available to the public. It is Treasury's policy not to release personal indentifying

information in its possession unless required to do so by law.

B. Eligible Entity shall develop, enforce and review on a quarterly basis for

effectiveness, an internal control program designed to minimize the risk of fraud, mitigate

conflicts of interest, maximize operational efficiency and effectiveness and ensure effective

delivery of Services and compliance with this Agreement, EESA and Applicable Laws to the

satisfaction of Treasury (the "Internal Control Program"). The Internal Control Program

must include documentation of the control objectives for the Services, the associated control

techniques, and mechanisms for testing and validating the controls. Eligible Entity shall

monitor its contractors, if any, as part of the Internal Control Program. Eligible Entity shall

certify, and provide an independent verification of the effectiveness of the Internal Control

Program in accordance with a reporting form that will be provided by Treasury and may be

modified from time to time as Treasury determines, at least annually no later than one

hundred twenty (120) days after the end of Eligible Entity's fiscal year, including an

assessment prior to the initial distribution of funds to perform Services, or at a reasonable

time thereafter with the consent of Treasury, to ensure that Eligible Entity has taken

appropriate steps to meet the HHF Program objectives. Said independent verification may be

provided by a third party contractor or a governmental entity or department of the State so

long as such entity or department is separate and distinct from HFA and Eligible Entity (e.g.

the State Inspector General). Notwithstanding the foregoing, Eligible Entity shall be

permitted to seek approval from Treasury to make a Capital Draw to conduct a pilot or test of

certain or all ofthe Services prior to full launch ofthe same.

C. HFA and Eligible Entity acknowledge 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. HFA

and Eligible Entity covenant that they 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. HFA and Eligible Entity covenant that they will together 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 ofsuch 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. HFA and Eligible

Entity acknowledge that the Internal Antifraud and Compliance Monitoring Program will be

monitored as provided in this Agreement. Each of HFA and Eligible Entity shall notify

Treasury in writing if it desires to make any material modifications to its Internal Antifraud

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TAMPA/HPA-South CarolinaJl21390.1
and Compliance Monitoring Program and the same shall be subject to Treasury's approval.

Additionally, HFA and 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. HFA and 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.

F. HFA and 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.

G. HFA shall provide annual audited financial statements to Treasury no later than one

hundred eighty (180) days after the end of its fiscal year, commencing with the first fiscal

year ending after the Effective Date. Eligible Entity shall provide (i) quarterly unaudited

financial statements to Treasury no later than forty-five (45) days after the end of each

quarter commencing with the first full quarter ending after the Effective Date and (ii) annual

audited financial statements to Treasury no later than one hundred twenty (120) days after the

end of its fiscal year, commencing with the first fiscal year ending after the Effective Date.

5. Term

A. The term of this Agreement shall begin on the Effective Date and extend to the End

of Term or earlier termination of this Agreement by Treasury pursuant to the provisions

hereof, or earlier suspension or termination ofthe Services by Treasury. Notwithstanding the

foregoing, it is understood and agreed that certain administrative, monitoring, reporting,

compliance and oversight obligations and requirements set forth in this Agreement and the

Financial Instrument survive the expiration or termination ofthis Agreement or End of Term,

and that funds are to be reserved as set forth in Schedule C to pay for the cost ofthe same.

B. This Agreement, or any of the Services implemented under this Agreement, may be

terminated by Treasury prior to the end ofthe Term pursuant to Section 6 below.

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

Defaults, Acts of Bad Faith and Early Termination

A. The following constitute events of default by HFA or Eligible Entity under this

Agreement (each, an "Event of Default" and, collectively, the "Events of Default"):

(1) HFA or Eligible Entity breaches a covenant under this Agreement or fails to

perform or comply with any of its obligations under this Agreement in any material

respect, including any additional request made by Treasury as authorized herein, or the

Financial Instrument, including, but not limited to, circumstances in which Eligible Entity

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TAMPA/llPA-Solith Carolinall21390.1
fails to ensure that all eligibility criteria and other conditions precedent specified in this

Agreement or EESA are satisfied prior to accepting any portion of the Purchase Price

and/or effectuating any Services in connection with the HHF Program.

(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 ofstate government approved by Treasury).

(3) Eligible Entity is dissolved or its legal existence is terminated (unless Eligible

Entity's duties, responsibilities and obligations under this Agreement, are transferred to

and assumed by a successor entity approved by Treasury).

(4) HFA or Eligible Entity: (a) ceases to do business as a going concern; (b) makes a

general assignment for the benefit of, or enters into any arrangement with creditors in lieu

thereof; (c) admits in writing its inability to pay its debts as they become due; (d) files a

voluntary petition under any bankruptcy or insolvency law or files a voluntary petition

under the reorganization or arrangement provisions of the laws of the United States or

any other jurisdiction; (e) authorizes, applies for or consents to the appointment of a

trustee or liquidator of all or substantially all of its assets; (t) has any substantial part of

its property subjected to a levy, seizure, assignment or sale for or by any creditor or

governmental agency; or (g) enters into an agreement or resolution to take any of the

foregoing actions.

(5) HFA, Eligible Entity, any employee or contractor of HFA or Eligible Entity, or

any employee or contractor of HFA's or Eligible Entity's contractors, commits a grossly

negligent or reckless act, or willful or intentional misconduct (including, but not limited

to, misrepresentation or fraud) in connection with the performance of the Services or this

Agreement.

(6) Any representation or warranty made by HFA or Eligible Entity in this

Agreement or any other certification provided pursuant to this Agreement, is or becomes

false, misleading, incorrect, or incomplete in any material respect.

(7) Any failure to remit overpaid funds to Treasury in accordance with Section 3(0).

(8) An evaluation of performance that includes any specific findings by Treasury that

HFA's or Eligible Entity's performance under any performance criteria set forth in the

Service Schedules is insufficient.

(9) Any misapplication of, or levy on, funds held in the Depository Account.

(10) An Act ofBad Faith (defined below) involving an HHF Recipient (defined below)

occurs, or is believed by Treasury to have occurred, in connection with the Services.

- 11 - TAMPA/I IPA-South Carolinal121390.1
B. Treasury, in its sole discretion, may take any or all of the following actions upon the

occurrence of an Event of Default:

(1) Treasury may withhold some or all of the Purchase Price until, in Treasury's

detennination, HFA and/or Eligible Entity (as the case may be) has cured such Event of

Default.

(2) Treasury may: (i) reduce the amounts payable to Eligible Entity under Section 3;

and/or (ii) obtain repayment of prior payments made to Eligible Entity under Section 3 to

the extent that such funds have not been expended or irrevocably committed by Eligible

Entity.

(3) Treasury may require HFA and/or Eligible Entity to submit to additional

administrative oversight, including, but not limited to, additional compliance controls and

quality control reviews.

(4) Treasury may terminate this Agreement and cease its performance hereunder.

(5) Treasury may require HFA and/or 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.

C. The following constitute acts of bad faith ofservicers, lenders, borrowers, contractors

or any other recipient of HHF Program funds (individually, an "HHF Recipient" or

collectively "HHF Recipients") in connection with the Services (each, an "Act of Bad Faith"

and, collectively, the "Acts of Bad Faith"): an HHF Recipient commits a grossly negligent

act, willful or intentional misconduct, a reckless act (including, but not limited to,

misrepresentation or fraud), each in connection with any of the Services (including, but riot

limited to, in connection with such HHF Recipient's response to questionnaires, the

execution or delivery to HFA or Eligible Entity or Treasury of any ofthe agreements relating

to such HHF Recipient's participation in the HHF Program and the production ofsupporting

documentation therefor and in connection with any audit or review by Treasury, its attorneys,

auditors or other consultants for compliance with the HHF Program requirements).

D. Treasury, in its sole discretion, may take any or all of the following actions if an Act

of Bad Faith involving an HHF Recipient occurs, or is believed by Treasury to have

occurred, in connection with the Services:

(l) Treasury may withhold all or any portion of the Purchase Price until. in

Treasury's determination, the Act of Bad Faith has been cured or otherwise remedied to

Treasury's satisfaction.

(2) Treasury may: (i) reduce the amounts payable to Eligible Entity under Section 3;

(ii) obtain repayment of any or all prior payments made to Eligible Entity under Section 3

to the extent that such funds have not been expended or irrevocably committed by HFA

or Eligible Entity; and/or (iii) work with Eligible Entity to obtain repayment from the

HHF Recipients who have committed the Act of Bad Faith.

- 12 - TAMPJVHPA-South CarolinaJl21390.1
(3) Treasury may require HFA or Eligible Entity to submit to additional

administrative oversight, including, but not limited to, additional compliance controls and

quality control reviews.

(4) Treasury may terminate this Agreement and cease its performance hereunder if

Treasury believes that Acts of Bad Faith occur on a recurring basis, are widespread

among the HHF Recipients, or occur in combination or in connection with one or more

Events of Default by HFA or Eligible Entity.

(5) Treasury may require HFA and/or 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.

E. In addition to the termination rights set forth above, Treasury may terminate this

Agreement immediately upon written notice to Eligible Entity:

(1) in the event of a merger, acquisition, sale of substantially all assets or other

change of control of Eligible Entity;

(2) in the event that a material term of this Agreement is determined to be prohibited

or unenforceable as referred to in Section 13.C; or

(3) in the event the Financial Instrument is deemed to be unenforceable in its entirety.

F. In the event that this Agreement is terminated in connection with an Event of Default

by HFA or Eligible Entity, no portion of the Purchase Price will be paid to Eligible Entity

subsequent to termination.

G. Treasury may reduce the amounts payable to Eligible Entity under Section 3, or

obtain repayment of prior Capital Draws made, in connection with: (a) an evaluation of

HFA's and Eligible Entity's performance that includes any specific findings that HFA's or

Eligible Entity's performance under any performance criteria set forth in the Service

Schedules is materially insufficient, or (b) any failure by HFA or Eligible Entity to comply

materially with any directive issued by Treasury with respect to documents or data requested,

findings made, or remedies established, by Treasury in conjunction with such performance

criteria or other HHF Program requirements; provided, however, Treasury will seek to obtain

repayment of prior Capital Draws made under Section 3 only with respect to Services that are

determined by Treasury to have been impacted by, or that Treasury believes may have been,

or may be, impacted by, the findings giving rise to this remedy. Treasury may initially avail

itself of this remedy in lieu of a specific declaration of an Event of Default; ~::..:...::=-=.c::::7

however, that doing so shall not preclude Treasury from later declaring an Event of Default

or exercising any other rights or remedies otherwise available to it under this or at

law or in equity, in connection with the event giving rise to this remedy, or any future events

giving rise to this remedy. Notwithstanding anything in this Agreement to the contrary,

Treasury may withhold payment of all or a portion of the Purchase Price if it determines, in

its sole discretion, that Eligible Entity is incapable of performing the Services. It is

understood that HFA shall not be required to advance or repay funds to Treasury unless and

only to the extent that, HFA has received HHF Program funds trom Eligible Entity and the

- 13 - TAMPA/BPA-South Carolina/l21390.1
same would not cause HFA to violate state law or its enabling legislation or governing

documents, as applicable, to do so.

H. The remedies available to Treasury upon an Event of Default or an Act of Bad Faith

under this Section are cumulative and not exclusive; further, these remedies are in addition

to, and not in lieu of, any other remedies available to Treasury at law or in equity.

I. In the event of the expiration or termination of this Agreement or any Service

implemented under this Agreement under any circumstances, HFA, Eligible Entity and

Treasury agree to cooperate with one another on an ongoing basis to ensure an effective and

orderly wind-down of the Services, including the provision of any information, reporting,

records and data required hereunder by Treasury.

J. Notwithstanding any provision to the contrary in this Agreement, temporary or

permanent forbearance on Capital Draws of funds by the Eligible Entity shall not, in and of

itself, constitute an Event of Default or an Act ofBad Faith by the HFA or the Eligible Entity

nor trigger a demand for repayment under this Section. The HFA or the Eligible Entity shall

provide Treasury with timely notice of any determination that such forbearance is necessary

and in such event Treasury may elect to reduce the Purchase Price to the aggregate ofCapital

Draw Requests funded to date plus an amount for Administrative Expenses reasonably

required to comply with the surviving terms ofthis Agreement.

7. Governing Law; Venue

This Agreement shall be governed by and construed under Federal law and not the law of any

state or locality, without reference to or application of the conflicts of law principles; provided,

however, that the powers and authority of the HFA shall be governed by and construed in

accordance with the laws of its state. Any and all disputes between the parties that cannot be

settled by mutual agreement shall be resolved solely and exclusively in the United States Federal

courts located within the District of Columbia. All parties hereto consent to the jurisdiction and

venue ofsuch courts and irrevocably waive any objections thereto.

8. Notices

All legal notices, reports, requests, demands and other communications under this Agreement

shall be in writing and referred to each party's point of contact or to such other point of contact

at such other address as may be designated in writing by such party. Notices, reports, requests,

demands and other communications sent to Treasury shall be sent by email to all of the email

addresses listed below. Performance Reports and Capital Draw Requests shall be sent to Bank of

New York Mellon only by email at the address listed below. The names and addresses of HFAs

and Eligible Entity's points of contact are set forth in Schedule A. All such notices under this

Agreement sent to HFA or Eligible Entity shall be considered received: (a) when personally

delivered; (b) when delivered by commercial overnight courier with verification receipt; (c) three

(3) days after having been sent, postage prepaid, via certified mail, return receipt requested; or

(d) upon sending an email.

- 14-

TAMPA/HPA-South Carolina/121390.1
Treasury Email Addresses: OFSChiefCounseINotices@do.treas.gov

HFAlnnovation@do.treas.gov

tarp.compliance@do.treas.gov

Bank of New York Mellon: tarpcppclosing@bnymellon.com

9. Modifications

A. Subject to Section 9.B., modifications to this Agreement shall be in writing and

signed by Treasury, HFA and Eligible Entity.

B. Treasury reserves the right to unilaterally modify or supplement the tenns and

provisions of this Agreement that relate (as determined by Treasury, in its discretion) to the

compliance and performance requirements of the HHF Program, and/or to technical,

administrative, or procedural matters or compliance and reporting requirements that may

impact the administration of the HHF Program. For the avoidance of doubt, reasonable

incremental administrative expenses of the HFA or Eligible Entity associated with such a

modification or supplement shall be Permitted Expenses.

C. In the event that Treasury agrees that (i) Eligible Entity may provide additional

services under the HHF Program (a "New Service"), or (ii) the Services described in the

Service Schedules shall be modified in any way, a replacement service schedule describing

such additional or modified services, in substantially the fonn of the Service Schedules shall

be executed and delivered by Eligible Entity. Concurrently with the delivery ofsuch service

schedule, HFA and Eligible Entity shall execute and deliver any such certificates, documents

and/or legal opinions as may be required by Treasury. No additions, modifications or

amendments to the Services shall be made without Treasury's prior approval. Additionally,

Eligible Entity may not propose any New Service after September 1, 2010 without

Treasury's and the Office of Management and Budget's consent, which may be withheld in

either party's sole discretion.

10. Publicity

HFA and Eligible Entity shall consult with Treasury to develop a communication and outreach

strategy to ensure that any public messages related to the Services is consistent with the intent of

the HHF Program. HFA, Eligible Entity and their respective affiliates, subcontractors or

servicers shall notify Treasury at least two (2) business days in advance and provide a copy of

any proposed press releases (or other public statements) that refers to the HHF Program, their

participation therein or the results thereof Treasury shall have the right to object to or modify

such press release or statement, in its sole discretion. In the event Treasury does not respond to

the press release or statement within such two (2) business day period then it shall be deemed

pennissible to publish. This Section shall survive the termination or expiration of this

Agreement.

11. Limitation of Liability

IN NO EVENT SHALL TREASURY, OR ITS OFFICERS, EMPLOYEES, AGENTS OR

AFFILIATES BE LIABLE TO ELIGIBLE ENTITY WITH RESPECT TO THE SERVICES OR

- 15 - TAMPA/IIPA-South Carolina/121390.1
THIS AGREEMENT, OR FOR ANY ACT OR OMISSION OCCURRING IN CONNECTION

WITH THE FOREGOING, FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT

LIMITED TO DIRECT DAMAGES, INDIRECT DAMAGES, LOST PROFITS, LOSS OF

BUSINESS, OR OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE

DAMAGES OF ANY NATURE OR UNDER ANY LEGAL THEORY WHATSOEVER,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF

WHETHER OR NOT THE DAMAGES WERE REASONABLY FORESEEABLE;

PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT TREASURY'S

OBLIGATION TO REMIT PURCHASE PRICE PAYMENTS TO ELIGIBLE ENTITY IN

ACCORDANCE WITH THIS AGREEMENT.

12. Indemnification

HFA and Eligible Entity agree respectively as set forth on Schedule E attached hereto and

incorporated herein.

13. Miscellaneous

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

incorporated herein by this reference.

B. This Agreement is not a Federal procurement contract and is therefore not subject to

the provisions of the Federal Property and Administrative Services Act (41 U.S.C. §§ 251-

260), the Federal Acquisition Regulations (48 CFR Chapter 1), or any other Federal

procurement law.

C. Any provision ofthis Agreement 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 unenforceabiIity without invalidating the remaining provisions of this

Agreement, and no such prohibition or unenforceability in any jurisdiction shall invalidate

such provision in any other jurisdiction.

D. Failure on the part of Treasury to insist upon strict compliance with any of the terms

hereof shall not be deemed a waiver, nor will any waiver hereunder at any time be deemed a

waiver at any other time. No waiver will be valid unless in writing and signed by an

authorized officer of Treasury. No failure by Treasury to exercise any right, remedy, or

power hereunder will operate as a waiver thereof or operate as a course of dealing as to

which Eligible Entity may justifiably rely. The rights, remedies, and powers provided herein

are cumulative and not exhaustive of any rights, remedies, and powers provided by law.

E. This Agreement shall inure to the benefit of and be binding upon the parties to this

Agreement, and their permitted successors-in-interest. Treasury shall be permitted to assign

its interest in this Agreement without the prior consent of HFA or Eligible Entity. Neither

HFA, nor Eligible Entity shall be permitted to assign its interest in this Agreement without

the prior written consent of Treasury, which may be withheld in Treasury's sole discretion.

F. This Agreement may be executed in two or more counterparts (and by diflerent

parties on separate counterparts), each of which shall be an original, but all of which together

- 16 -

TAMPA/HPA-South Carolinal121390.1
shall constitute one and the same instrument. Facsimile or electronic copies of this

Agreement, together with the Financial Instrument, the Service Schedules, and any

certifications provided hereunder, shall be treated as originals for all purposes.

G. This Agreement, together with the Financial Instrument, Service Schedules, and the

Certifications, constitutes the entire agreement of the parties with respect to the subject

matter hereof.

H. Any provisions of this Agreement (including all documents incorporated by reference

thereto) that contemplate their continuing effectiveness, including, but not limited to,

Sections 2, 3, 4, 7, 10, 11, 12 and 13 of this Agreement, and the Financial Instrument, and

any other provisions (or portions thereof) in this Agreement that relate to, or may impact, the

ability of Treasury to fulfill its responsibilities in connection with the HHF Program, shall

survive the expiration or termination ofthis Agreement.

14. Defined Terms; Incorporation by Reference

A. All references to this "Agreement" necessarily include, in all instances, this

Agreement and all documents, exhibits and schedules incorporated into this Agreement by

reference, whether or not so noted contextually, and all amendments and modifications

thereto. Specific references throughout this Agreement to individual documents that are

incorporated by reference into this Agreement are not inclusive of any other documents that

are incorporated by reference, unless so noted contextually.

B. The term "Effective Date" means the date indicated as the Closing Date on Schedule

A.

C. Exhibit A - Form of Financial Instrument, Exhibits B-1 and B-2 - Forms of

Certification, Exhibit C - Form of Capital Draw Request, Exhibit D-I - Form of Legal

Opinion - FHA, Exhibit D-2 - Form of Legal Opinion - Eligible Entity (in each case, in form

and, upon completion, in substance), Schedule A - Basic Information, Schedule B - Service

Schedules, Schedule C - Permitted Expenses, Schedule D - Qualifications to Representations

and Warranties, Schedule E - Indemnification, including all amendments and modifications

thereto, are incorporated into this Agreement by this reference and given the same force and

effect as though fully set forth herein.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]

- 17 - TAMPA/HPA·Soulh Carolinall21390.1
In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials

hereby execute and deliver this Commitment to Purchase Financial Instrument and HFA

Participation Agreement as ofthe Effective Date.

HFA:

SOUTH CAROLINA STATE HOUSING

FINANCE AND DEVELOPMENT

AUTHORITY

By: /s/ Valarie M. Williams

Name: Valarie M. Williams

Title: Executive Director

ELIGIBLE ENTITY:

SC HOUSING CORP.

By: /s/ Valarie M. Williams

Name: Valarie M. Williams

Title: Executive Director

TREASURY:

UNITED STATES DEPARTMENT OF THE

TREASURY

By:

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for

Financial Stability

[Signature Page to Commitment to Purchase Financiallnstmment and BFA Participation Agreement South Carolina]
In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials

hereby execute and deliver this Commitment to Purchase Financial Instrument and HFA

Participation Agreement as of the Effective Date.

HFA:

SOUTH CAROLINA STATE HOUSING

FINANCE AND DEVELOPMENT

AUTHORlTY

By:

Name:

Title:

ELIGIBLE ENTITY:

SC HOUSING CORP.

By:

Name:

Title:

TREASURY:

UNITED STATES DEPARTMENT OF THE

TREASURY

By:

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for

Financial Stability

[Signature Page to Commitment to Purchase Financial Instrument and HFA Participation Agreement - South Carolina]
Exhibit A

Exhibit B-1

Exhibit B-2

Exhibit C

Exhibit D-l

Exhibit D-2

Schedule A

Schedule B

Schedule C

Schedule D

Schedule E

EXHIBITS AND SCHEDULES

Fonn of Financial Instrument

Fonn of HFA Certification

Fonn of Eligible Entity Certification

Form ofCapital Draw Request

Form of Legal Opinion - HFA

Fonn of Legal Opinion - Eligible Entity

Basic Infonnation

Service Schedules

Pennitted Expenses

Qualifications to Representations and Warranties

Indemnification

TAMPA/HPA-South CarolinaJl21390.1
EXHIBIT A

FORM OF FINANCIAL INSTRUMENT

This Financial Instrument is delivered by the undersigned party ("Eligible Entity") as provided in

Section I of the Commitment to Purchase Financial Instrument and HFA Participation

Agreement (the "Agreement"), entered into as of the Effective Date, by and among the United

States Department of the Treasury ("Treasury"), the party designated as HFA in the Agreement

("HFA") and Eligible Entity. This Financial Instrument is effective as ofthe Effective Date. All

of the capitalized terms that are used but not defined herein shall have the meanings ascribed to

them in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Eligible Entity agrees as follows:

1. Eligible Entity Obligation; Purchase Price Consideration.

(a) Eligible Entity shall perform all Services described in the Service Schedules in

consideration for the Purchase Price described in subsection (b) below, in

accordance with the terms and conditions of the Agreement, to the satisfaction of

Treasury. The conditions precedent to the payment by Treasury of the Purchase

Price with respect to the Services are set forth in Section 3(B) ofthe Agreement.

(b) This Financial Instrument is being purchased by Treasury pursuant to Section 3 of

the Agreement through the payment by Treasury of various payments referred to

collectively in the Agreement as the "Purchase Price". This Financial Instrument

is being purchased by Treasury in connection with Eligible Entity's participation

in the Housing Finance Agency Innovation Fund for the Hardest Hit Housing

Markets program (the "HHF Program") created under the Emergency Economic

Stabilization Act of 2008 (P.L. 110-343), as amended, as the same may be

amended from time to time ("EESA").

2. Repayment of Purchase Price. In the event a recipient of HHF Program funds repays any

or all of the funds received from Eligible Entity in connection with the Services, Eligible

Entity shall use such funds as follows:

(a) First, if such funds are repaid on or prior to December 31, 2017, Eligible Entity

may use such repaid funds to continue to provide Services to other eligible

homeowners up to and including December 31, 2017 or retain such repaid funds

to fund the Permitted Expenses to the extent the full amount as indicated on

Schedule C to the Agreement has not been drawn from Treasury pursuant to

Section 3(A) of the Agreement. Any repaid funds retained by Eligible Entity to

fund Permitted Expenses shall correspondingly reduce the amount that Eligible

Entity may draw from Treasury pursuant to Section 3(A) of the Agreement to

fund Permitted Expenses.

(b) Second, if such funds are repaid on or prior to December 31, 2017 and Eligible

Entity is no longer providing the Services to new homeowners and the Permitted

Tl\MPA/HPA·South Carolina/121390.1
Expenses have been fully funded, then Eligible Entity shall remit such funds to

Treasury, monthly on the 15th day of each month or first business day thereafter.

(c) Third, if such funds are repaid after December 31, 2017, Eligible Entity shall

remit such funds to Treasury, monthly on the 15th day of each month or first

business day thereafter.

3. Final Repayment. In the event Eligible Entity is holding any HHF Programs funds,

including, but not limited to, excess cash and amounts on deposit in the administrative

reserve, as of December 31, 2017, such funds shall be returned to Treasury or its designee

prior to 1:00 p.m. Eastern Standard Time on December 31, 2017.

4. Securitv Interest. As security for the performance of the Services and the other

obligations of Eligible Entity under the Agreement, as such obligations are evidenced in

this Financial Instrument, Eligible Entity has granted to Treasury a first lien priority

security interest in the Depository Account and in any moneys, or investments, if any,

held therein.

5. Representations, Warranties and Covenants. Eligible Entity represents and warrants that

the representations and warranties set forth in the Agreement, on the date hereof, are, and

on the date of each Capital Draw hereunder, shall be, true, correct, accurate and complete

in all material respects. The truth and accuracy of such representations and warranties

are continuing obligations of Eligible Entity. Additionally, all covenants of Eligible

Entity set forth in Section 2 of the Agreement are incorporated herein by reference and

Eligible Entity, on the date hereof, is not, and on the date of each Capital Draw

hereunder, shall not be in breach of any such covenants. In the event that any of the

representations or warranties made herein or in the Agreement cease to be true and

correct, or the Eligible Entity breaches any of the covenants made herein or in the

Agreement, Eligible Entity agrees to notify Treasury immediately and the same shall

constitute an Event of Default hereunder.

6. Limitation of Liability

IN NO EVENT SHALL TREASURY, OR ITS OFFICERS, EMPLOYEES, AGENTS

OR AFFILIATES BE LIABLE TO ELIGIBLE ENTITY WITH RESPECT TO THE

SERVICES OR THE AGREEMENT, OR FOR ANY ACT OR OMISSION

OCCURRING IN CONNECTION WITH THE FOREGOING, FOR ANY DAMAGES

OF ANY KIND, INCLUDING, BUT NOT LIMITED TO DIRECT DAMAGES,

INDIRECT DAMAGES, LOST PROFITS, LOSS OF BUSINESS, OR OTHER

INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY

NATURE OR UNDER ANY LEGAL THEORY WHATSOEVER, EVEN IF ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER

OR NOT THE DAMAGES WERE REASONABLY FORESEEABLE; PROVIDED,

HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT TREASURY'S

OBLIGATION TO REMIT PURCHASE PRICE PAYMENTS TO ELIGIBLE ENTITY

IN ACCORDANCE WITH THE AGREEMENT.

TAMPAlHPA-South CarolinaJl21390.1
7. Indemnification

Eligible Entity agrees as set forth on Schedule E to the Agreement, which Schedule E is

hereby incorporated into this Financial Instrument by reference.

IN WITNESS WHEREOF, Eligible Entity hereby executes this Financial Instrument on the date

set forth below.

[INSERT FULL LEGAL NAME OF ELIGIBLE ENTITY]

By:

Name: ----------- Title:

Date: ______,2010

TAMPA/HPA-South CarolinalI21390, I
EXHIBIT B-1

FORM OF HFA CERTIFICATION

This Certification is delivered as required by Section 2.A(l5) of that certain Commitment to

Purchase Financial Instrument and HFA Participation Agreement (the "Agreement"), efIective as

of [INSERT CLOSING DATE], by and among the United States Department of the Treasury

("Treasury"), the undersigned party ("HFA") and the institution party thereto ("Eligible Entity").

All terms used, but not defined herein, shall have the meanings ascribed to them in the

Agreement.

HFA hereby certifies, represents and warrants as of the date hereof that each of the

representations and warranties of HFA contained in the Agreement are true, correct, accurate and

complete in all material respects as of the date hereof. All covenants of HFA contained in the

Agreement shall remain in full force and effect and HFA is not in breach of any such covenant.

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.

In the event that any part ofthe certification made herein is discovered not to be true and correct,

HFA agrees to notify Treasury immediately.

[INSERT FULL LEGAL NAME OF HFA]:

[Name of Authorized Official]

[Title of Authorized Official]

TAMPA/HPA-South Carolinall21390, I

Date
EXHIBIT B-2

FORM OF ELIGIBLE ENTITY CERTIFICATION

This Certification is delivered as required by Section 2.A( 15) of the Commitment to Purchase

Financial Instrument and HFA Participation Agreement (the "Agreement"), effective as of

[INSERT CLOSING DATE], by and among the United States Department of the Treasury

("Treasury"), the party designated as HFA in the Agreement and the undersigned party ("Eligible

Entity"). All terms used, but not defined herein, shall have the meanings ascribed to them in the

Agreement.

Eligible Entity hereby certifies, represents and warrants as of the date hereof that each of the

representations and warranties of Eligible Entity contained in the Agreement are true, correct,

accurate and complete in all material respects as of the date hereof. All covenants of Eligible

Entity contained in the Agreement shall remain in full force and effect and Eligible Entity is not

in breach of any such covenant.

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

[INSERT AN AMOUNT EQUAL TO 5% OF THE PROGRAM PARTICIPATION CAP]

Eligible Entity knows of no material deficiencies in the Internal Control Program or the Internal

Antifraud and Compliance Monitoring Program.

In the event that any part ofthe certification made herein is discovered not to be true and correct,

Eligible Entity agrees to notify Treasury immediately.

[INSERT FULL LEGAL NAME OF ELIGIBLE ENTITY]:

[Name of Authorized Official]

[Title ofAuthorized Official]

TAMPA/HPA-South Carolinall21390.1

Date
EXHIBIT C

FORM OF CAPITAL DRAW REQUEST

[insert date]

The Bank ofNew York Mellon

tarpcppclosing@bnymellon.com

Attn: Matthew Sabino

The United States Department ofthe Treasury

OFSChiefCounselNotices@do.treas.gov

HFAInnovation@do.treas.gov

tarp.compliance@do.treas.gov

Attention: HFA Hardest Hit Fund

Ladies/Gentlemen:

Reference is made to the Commitment to Purchase Financial Instrument and HFA

Participation Agreement dated as of the date set forth on Schedule A thereto (as amended,

supplemented or otherwise modified and in effect from time to time, the "HPA") by and among

[insert HFA name] ("HFA"), [insert Eligible Entity name] ("Eligible Entity") and the United

States Department of the Treasury ("Treasury"). Reference is also made to the Financial

Instrument dated the date set forth on Schedule A to the HPA delivered by Eligible Entity to

Treasury (the "Financial Instrument"). Capitalized terms used but not otherwise defined herein

shall have the meaning given them in the HPA.

In accordance with Section 3.A. of the HPA, the undersigned Eligible Entity hereby

requests that The Bank of New York Mellon ("BNYM"), on behalf of Treasury, disburse the

amounts set forth on the attached Capital Draw Schedule as a Capital Draw against the Purchase

Price as described in the HPA to Eligible Entity on [insert date] (the "Funding Date").

HFA and Eligible Entity, as applicable, hereby certify to Treasury and BNYM, as of the

date hereof and on the Funding Date, that:

(a) no default or Event of Default has occurred and is continuing as of the date hereof

and on the Funding Date [other than J

(b) each of the representations and warranties made by HFA and Eligible Entity in the

HPA and Financial Instrument are true and COlTect on and as ofsuch date, as if made

on and as ofthe date hereof and on the Funding Date [other than J

(c) HFA and Eligible Entity are in compliance with the covenants and other agreements

set forth in the HPA and Financial Instrument, which shall remain in full force and

effect [other than .J.

TAMPA/IIPA·Solith CarolinaJl21390.1
(d) all data and information set forth in this Capital Draw Request, including the Capital

Draw Schedule, is true and correct in all respects; and

(e) to our knowledge, there have been no Acts of Bad Faith by any HHF Recipient [other

than -------~

In the event that any part of the certification made herein is discovered not to be true and

correct after the date hereof, HFA or Eligible Entity, as applicable, shall notify Treasury

immediately.

[fNSERT FULL LEGAL NAME OF HFA]

[Name of Authorized Official]

[Title of Authorized Official]

[fNSERT FULL LEGAL NAME OF ELIGIBLE ENTITY]

[Name of Authorized Official]

[Title of Authorized Official]

TAMPAlHPA-South Carolinal12 1390. I
CAPITAL DRAW SCHEDULE

Capital Draw Request for:

r 1Program $

r 1Program $-

r 1Program $

Permitted Administrative Expenses $

Total Capital Draw Request $

Total Capital Draw Request as a Percentage of Program Participation Capl: --%

Total Purchase Price funded to date, including current Capital Draw: $

Program Participation Cap: $

Program Funds Remaining: $

Amount of HHF Program funds on hand prior to this Capital Draw: $

HHF Program funds on hand prior to this Capital Draw as a Percentage of --%

Program Participation Cap2:

I May not be less than 2.5% nor exceed 20%.

2 May not exceed 5.0% on the date ofsubmission ofthe Draw Request.

Depository Account Information/Wire Instructions

for payment of Capital Draw:

TAMPA/HPA-South Carolinall 21390. I
EXHIBIT D-l

FORM OF LEGAL OPINION - HFA

[Customary introduction!qualificati0 ns]

1. HFA has been duly created and is validly existing as a under the laws of the

State of----

2. HFA has duly authorized the execution and delivery of the Agreement, and no further approval or

authorization is required by HFA.

3. HFA has the power and authority to execute and deliver the Agreement and to perform its

obligations thereunder.

4. The Agreement has been duly executed and delivered by HFA and, assuming due authorization,

execution and delivery by the other parties thereto, constitutes a valid, legal and binding obligation of

HFA, enforceable against HFA in accordance with its terms, except as the same may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement

of creditors' rights generally and general equitable principles, regardless of whether such enforceability is

considered in a proceeding at law or in equity.

5. The execution and delivery by HFA of the Agreement and the performance by HFA of its

obligations thereunder do not and will not: (i) violate the [organizational documents/Enabling Act] of

HFA, (ii) to the best of our knowledge, after due inquiry, constitute a breach of or a default under any

agreements or other instruments to which HFA is a party, (iii) to the best of our knowledge, after due

inquiry, violate any judgment, decree or order of any court or administrative tribunal to which HFA is

subject, or (iv) violate any Applicable Laws.

6. No consent, approval, authorization or other action by, or filing or registration with, any

governmental authority of the United States or the State of or any other entity having

jurisdiction over HFA is required to be obtained prior to the execution and delivery of the Agreement or

to perform the obligations contemplated thereby other than those consents, approvals, authorizations,

filings, actions and registrations which have been obtained as ofthe date hereof.

7. HFA has obtained all necessary permits and licenses to perform its obligations under the

Agreement.

8. There is no action, suit or proceeding, at law or in equity, or by or before any court or

governmental agency, now pending or, to our knowledge, overtly threatened in writing against HFA that

challenges the validity or enforceability of, or that seeks to enjoin the performance of: or seeks damages

with respect to the Agreements or any ofHFA's obligations thereunder.

TAMPA/lIPA-South Carolina/I 21 390. I
EXHIBIT D-2

FORM OF LEGAL OPINION - ELIGIBLE ENTITY

[Customary introduction!qualifications]

1. Eligible Entity has been duly incorporated and is validly existing as a and

is in good standing under the laws ofthe State of _

2. Eligible Entity has duly authorized the execution and delivery of the Agreement and the Financial

Instrument by all necessary [corporate] action, and no further approval or authorization is required by

Eligible Entity.

3. Eligible Entity has the power and authority to execute and deliver the Agreement and the Financial

Instrument and to perform its obligations thereunder.

4. Each of the Agreement and the Financial Instrument has been duly executed and delivered by

Eligible Entity and, assuming due authorization, execution and delivery by the other parties thereto, each

constitutes a valid, legal and binding obligation of Eligible Entity, enforceable against Eligible Entity in

accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and

general equitable principles, regardless of whether such enforceability is considered in a proceeding at

law or in equity.

5. The execution and delivery by Eligible Entity of the Agreement and the Financial Instrument and

the performance by Eligible Entity of its obligations thereunder do not and will not: (i) violate the

[organizational documents] of Eligible Entity, (ii) to the best of our knowledge, after due inquiry,

constitute a breach of or a default under any agreements or other instruments to which Eligible Entity is a

party, (iii) to the best of our knowledge, after due inquiry, violate any judgment, decree or order of any

court or administrative tribunal to which Eligible Entity is subject, or (iv) violate any Applicable Laws.

6. No consent, approval, authorization or other action by, or tiling or registration with, any

governmental authority of the United States or the State of or any other entity having

jurisdiction over Eligible Entity is required to be obtained prior to the execution and delivery of the

Agreement and the Financial Instrument or to perform the Services contemplated thereby other than those

consents, approvals, authorizations, filings, actions and registrations which have been obtained as of the

date hereof.

7. Eligible Entity has obtained all necessary permits and licenses to perform the Services it IS

obligated to perform under the Agreement.

8. There is no action, suit or proceeding, at law or in equity, or by or before any court or

governmental agency, now pending or, to our knowledge, overtly threatened in writing against Eligible

Entity that challenges the validity or enforceability of, or that seeks to enjoin the performance of, or seeks

damages with respect to, the Agreement, the Financial Instrument or the Services.

TAMPA/IIPA·South Carolina/I 21390. I
SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:

Name ofthe Eligible Entity:

Corporate or other

organizational form:

Jurisdiction of organization:

Notice Information:

HFA Information:

Name ofHFA:

Organizational form:

Date ofApplication:

Notice Information:

Program Participation Cap:

Closing Date:

SC Housing Corp. ("SCHC")

Nonprofit corporation

South Carolina

South Carolina State Housing Finance and

Development Authority

a public body, corporate and politic under the laws ofthe

State of South Carolina

June 1,2010

$138,000,000.00

August 3, 20 I0

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/HPA-South Carolinall21 390. I
SCHEDULE B

SERVICE SCHEDULES

The attached Service Schedules (numbered sequentially as Service Schedule B-1, Service

Schedule B-2, et. seq.) together comprise Schedule B to that certain Commitment to Purchase

Financial Instrument and HFA Participation Agreement, entered into as of the Effective Date, by

and among the United States Department ofthe Treasury and the undersigned parties.

TAMPJVHPA·South CarolinaJI2 1J90. I
SERVICE SCHEDULE B-1

SC State Housing Finance and Development Authority

Monthly Payment Assistance Program

Summary Guidelines

1. Program Overview The Monthly Payment Assistance Program will assist eligible

borrowers in making all or part oftheir monthly mortgage

payments for a period oftime. The terms and length of assistance

will vary based on the unemployment rate for the county in which

the property is located, and will be reviewed periodically during

the assistance period.

Assistance in this Program will be capped as follows: County

Unemployment:::: 12%: $36,000. All Others: $18,000

2. Program Goals

3. Target Population!

Areas

4. Program Allocation

(Excluding

Administrative

Expenses)

5. Borrower Eligibility

Criteria

T/\MPA/HPA·Soulh Carolina/121390.1

Assistance will be capped at 12 months in counties where

unemployment is less than 12%. All other counties will have a

cap of 24 months.

To bridge eligible borrowers across a gap in employment, or

other short-term reduction in income, and allow them to stay

current on their mortgages.

This Program will be available in all 46 counties in South

Carolina, and is intended to assist borrowers with a short-term

affordability problem.

$79,800,000

An eligible borrower must be a "Responsible Borrower." A

"Responsible Borrower" is a borrower who is facing possible

foreclosure due to circumstances beyond his/her control, I.e.

underemployment, unemployment, death of a spouse, catastrophic

medical expenses, and/or divorce, in addition to satisfying certain

criteria.

Other specific criteria:

• Borrower must be unemployed and receIvmg

unemployment insurance ("UI") payments as administered

by the State of South Carolina.

• Payment to Income ratio must exceed 38%, including UI

payments.

• Borrower must provide a financial hardship affidavit.

• Mortgage can be no more than 90 days delinquent.

• Mortgage must have been current for 12 months preceding

unemployment with no more than two 30-day late
6. Property/Loan

Eligibility Criteria

7. Program Exclusions

8. Structure ofAssistance

9. Per Household

Assistance

10. Duration of Assistance

11. Estimated Number of

Participating

Households

12. Program Inception!

Duration

13. Program Interactions

with Other Programs

(e.g. other HFA

programs)

TAMPAlHPA-South Carolinal121390.1

occurrences.

• Borrower must demonstrate continued efforts to become

re-employed.

• All final eligibility determinations will be made by SCHC.

• Funds will be available on a first-come first served basis.

• Eligible loans must be fixed term, fully amortizing, and

the original loan amount must be within GSE limits.

• Eligible properties must be owner-occupied pnmary

residence located in South Carolina.

• Borrowers already under a non-South Carolina HFA HardestHit Fund program will be ineligible to participate.

• A borrower facing foreclosure due self-inflicted financial

hardship and/or poor debt management, stripping the equity

from their home for non-essential purposes, or overall

mismanagement oftheir personal budget.

Assistance under this Program will be provided in the form of a

nonrecourse zero-percent interest, non-amortizing, forgivable

loan secured by a subordinate lien on the subject property. The

loan will be forgiven over a five (5) year period at a rate of20%

per year. If property is sold or refinanced prior to the loan

termination date, funds will be recovered should sufficient equity

be available from the transaction.

Any loan payoff proceeds will be recycled for use within the

Program and used to provide assistance to additional homeowners

until December 31,2017, at which time any proceeds shall be

returned to Treasury.

Maximum

County Unemployment 2: 12%: $36,000

All Others: $18,000

Expected Median: $15,000

Assistance will be capped at 12 months in counties where

unemployment is less than 12%. All other counties will have a

cap of 24 months.

It is expected that that 3,000 - 6,000 families will be assisted

under this Program.

This Program will be available statewide within 120 days of

execution ofthe Participation Agreement. It is expected that it

will run for 60 months.

This Program will interact with:

• Direct Loan Assistance Program - Households that are

delinquent at the time monthly assistance begins may

be eligible for direct assistance to help with any

capitalized arrearage that exists.

• HAMP Assistance Program - Households successfully
coming out ofthe Program may be eligible for HAMP

Assistance to obtain a permanent modification.

• Property Disposition Assistance Program -

Households that are not self-supporting after

exhausting allowable funding under this Program may

be eligible for the Property Disposition Assistance

Program.

14. Program Interactions The Program will effectively "hand off' the borrower to HAMP

with HAMP once the borrower is reemployed, ifrequired.

It is also expected that this Program may act as a front-end

extension of existing forbearance with deed-in-lieu wrap

programs.

15. Program Leverage with None.

Other Financial

Resources

TAMPA/HPA-South Carolinal I21390, I
SERVICE SCHEDULE B-2

SC State Housing Finance and Development Authority

Direct Loan Assistance Program

Summary Guidelines

1. Program Overview

2. Program Goals

3. Target Population!

Areas

4. Program Allocation

(Excluding

Administrative

Expenses)

5. Borrower Eligibility

Criteria

TAMPA/HPA·South Carolina/I 21390. I

In some cases borrowers may have fallen behind on their

mortgage payments, but have since regained the ability to make

the full payment. However, there may still be an accrued

arrearage owed to the lender which, until paid, places a hardship

on the borrower due to a continued accumulation of late fees and

other charges. Under the Direct Loan Assistance Program,

funding will be provided to bring such loans current. Funds may

also be made available for principal reductions in order ensure

long-term affordability.

The terms of assistance will vary based on the unemployment rate

for the county in which the property is located, and will be

reviewed periodically during the assistance period.

Assistance in this Program will be capped as follows: County

Unemployment 2': 12%: $10,000. All Others: $6,000.

Program is a one-time payment per borrower household.

To help borrowers become current on their mortgage following a

brief interruption or reduction in income and to ensure long-term

affordability.

This Program will be available in all 46 counties in South

Carolina.

$11,710,000

An eligible borrower must be a "Responsible Borrower." A

"Responsible Borrower" is a borrower who is facing possible

foreclosure due to circumstances beyond his/her control, i.e.

underemployment, unemployment, death of a spouse, catastrophic

medical expenses, and/or divorce, in addition to satisfying certain

criteria.

Other specific criteria:

• Must be able to demonstrate that delinquency was the

result of circumstances beyond the borrower's control.

• Payment to Income ratio must not exceed 31 %.

• Borrower must provide a financial hardship affidavit.

• MortQage can be no more than 90 days delinquent.
6. Property/Loan

Eligibility Criteria

7. Program Exclusions

8. Structure of Assistance

9. Per Household

Assistance

10. Duration of Assistance

11. Estimated Number of

Participating

Households

12. Program Inception!

Duration

13. Program Interactions

with Other Programs

(e.g. other HFA

programs)

rAMPA/IIPA-South Carolina/I 2J390< J

• Mortgage must have been current for 12 months preceding

delinquency event with no more than two 30-day late

occurrences.

• Borrower must demonstrate that circumstances that led to

the delinquency have been resolved.

• All final eligibility determinations will be made by SCHC.

• Funds will be available on a first-come first served basis.

• Eligible loans must be fixed term, fully amortizing, and

the original loan amount must be within GSE limits.

• Eligible properties must be owner-occupied primary

residence located in South Carolina.

A borrower facing foreclosure due self-inflicted financial

hardship and/or poor debt management, stripping the equity from

their home for non-essential purposes, or overall mismanagement

oftheir personal budget.

Assistance under this Program will be provided in the form of a

nonrecourse zero-percent interest, non-amortizing, forgivable

loan secured by a subordinate lien on the subject property. The

loan will be forgiven over a five (5) year period at a rate of20%

per year. If property is sold or refinanced prior to the loan

termination date, funds will be recovered should sufficient equity

be available from the transaction.

Any loan payoff proceeds will be recycled for use within the

Program and used to provide assistance to additional homeowners

until December 31, 2017, at which time any proceeds shall be

returned to Treasury.

Maximum

County Unemployment> 12%: $10,000

All Others: $6,000

Expected Median: $5,000

Program is a one-time payment per borrower household.

It is expected that that 1,500 - 2,500 families will be assisted

under this Program.

This Program will be available statewide within 120 days of

execution ofthe Participation Agreement. It is expected that it

will run for 60 months.

This Program will interact with the following South Carolina

HFA Hardest-Hit Fund Programs:

• HAMP Assistance Program One of the pnmary

goals of the Program is to prepare borrowers for a

HAMP modification. Homeowners may progress to

the HAMP Assistance Program.

• Monthly Payment Assistance Program - Households

with a capitalized arrearage and a temporarily reduced
level of income may be eligible for the Program and

the Monthly Payment Assistance Program to cure the

immediate delinquency and to insure that further

delinquencies are not incurred.

• Second Mortgage Assistance Program - The Program

may be combined with the Second Mortgage

Assistance Program in circumstances where the

borrower has a capitalized arrearage and a nonparticipating second lien holder.

14. Program Interactions This Program may be used in conjunction with the HAMP

with HAMP Assistance Program to assist the borrower become eligible for

HAMP or to cure an accrued delinquency for a borrower already

under a HAMP modification.

15. Program Leverage with Servicer/Investor will be required to waive all non-expense fees

Other Financial (i.e. late fees).

Resources

TAMPAJHPA-South Carolinall21390.1
SERVICE SCHEDULE B-3

SC State Housing Finance and Development Authority

HAMP Assistance Program

Summary Guidelines

1. Program Overview

2. Program Goals

3. Target Population!

Areas

4. Program Allocation

(Excluding

Administrative

Expenses)

5. Borrower Eligibility

Criteria

TAMPA/lIPA-South Carolinal121390, I

The majority oflenders in South Carolina are offering troubled

borrowers the opportunity to modify their loans under certain

circumstances. The most notable ofthese programs is the Rome

Affordable Modification Program ("RAMP"). According to

many loan servicers, there are many borrowers whose proposed

modifications fail the net-present-value (NPV) test for eligibility

by a relatively small amount. Under the RAMP Assistance

Program, funding will be provided to bridge the gap so that the

mortgage can be modified to an affordable level.

The terms of assistance will vary based on the unemployment rate

for the county in which the properly is located, and will be

reviewed periodically during the assistance period.

Assistance in this Program will be capped as follows: County

Unemployment> 12%: $5,000. All Others: $5,000.

Program is a one-time payment per borrower household.

To provide limited funding to help borrowers become eligible for

RAMP.

This Program will be available in all 46 counties in South

Carolina.

$5,000,000

An eligible borrower must be a "Responsible Borrower." A

"Responsible Borrower" is a borrower who is facing possible

foreclosure due to circumstances beyond his/her control, l.e.

underemployment, unemployment, death of a spouse, catastrophic

medical expenses, and/or divorce, in addition to satisfying certain

criteria.

Other specific criteria:

• Must be able to demonstrate that delinquency. was the

result of circumstances beyond the borrower's control.

• Borrower must provide a financial hardship affidavit.

• Must meet all other RAMP requirements.

• Must successfully complete RAMP trial period prior to

tinal payment to investor.
• All final eligibility determinations will be made by SCHC.

• Funds will be available on a first-come first served basis.

6. Property/Loan • Eligible loans must be fixed term, fully amortizing, and

Eligibility Criteria the original loan amount must be within GSE limits.

• Eligible properties must be owner-occupied primary

residence located in South Carolina.

7. Program Exclusions A borrower facing foreclosure due self-inflicted financial

hardship and/or poor debt management, stripping the equity from

their home for non-essential purposes, or overall mismanagement

oftheir personal budget.

8. Structure of Assistance Assistance under this Program will be provided in the form of a

nonrecourse zero-percent interest, non-amortizing, forgivable

loan secured by a subordinate lien on the subject property. The

loan will be forgiven over a five (5) year period at a rate of20%

per year. If property is sold or refinanced prior to the loan

termination date, funds will be recovered should sufficient equity

be available from the transaction.

Any loan payoff proceeds will be recycled for use within the

Program and used to provide assistance to additional homeowners

until December 31, 2017, at which time any proceeds shall be

returned to Treasury.

9. Per Household Maximum

Assistance County Unemployment> 12%: $5,000

All Others: $5,000

Expected Median: $4,000

10. Duration of Assistance Program is a one-time payment per borrower household.

11. Estimated Number of It is expected that that 1,000 - 1,500 families will be assisted

Participating under this Program.

Households

12. Program Inception! This Program will be available statewide within 120 days of

Duration execution ofthe Participation Agreement. It is expected that it

will run for 60 months.

13. Program Interactions This Program will interact with the following South Carolina

with Other Programs HFA Hardest-Hit Fund Programs:

(e.g. other HFA • Monthly Payment Assistance- Households

programs) successfully coming out ofthe Monthly Assistance

Program may be eligible for this Program to obtain a

permanent modification.

• Second Mortgage Assistance Households may need

direct HAMP assistance to cure an NPV fail along

with assistance to insure that a non-participating

second lien holder will agree to the revised terms.

14. Program Interactions This Program is intended be used in conjunction with HAMP to

with HAMP assist with borrower eligibility.

15. Program Leverage with Servicer/lnvestor will be required to waive all non-expens\; 1\;\;:>

TAMPA/IIPA-South Carolinall21390, I
rAMPA/HPA-South Carolinal121390.1
SERVICE SCHEDULE B-4

SC State Housing Finance and Development Authority

Second Mortgage Assistance Program

Summary Guidelines

1. Program Overview

2. Program Goals

3. Target Population!

Areas

4. Program Allocation

(Excluding

Administrative

Expenses)

5. Borrower Eligibility

Criteria

TAMPA/HPA-South Carolina/J 2 J390. J

Many borrowers find themselves ineligible for a modifIcation

program, including HAMP, due to the presence of a second lien

where the investor holding that lien is unwilling or unable to

agree to the modified loan terms, or, in the case of a HAMP

modification, the servicer is not a HAMP participating entity.

Under the Second Mortgage Assistance Program, funding will be

used to either provide a fInancial incentive to the

servicer/investor, or, in some cases, to acquire the second lien

from the current servicer/investor, thus making the borrower

eligible for first mortgage modifIcation programs, including

HAMP

The terms of assistance will vary based on the unemployment rate

for the county in which the property is located, and will be

reviewed periodically during the assistance period.

Assistance in this Program will be capped as follows: County

Unemployment:::: 12%: $8,000. All Others: $5,000.

Program is a one-time payment per borrower household.

To provide a financial incentive to the services/investor, or, in

some cases, to acquire the second lien from the current

servicer/investor, thus making the borrower eligible for first

mortgage modification.

This Program will be available in all 46 counties in South

Carolina, and is intended to assist borrowers with a short-term

affordability problem.

$10,002,000

An eligible borrower must be a "Responsible Borrower." A

"Responsible Borrower" is a borrower who is facing possible

foreclosure due to circumstances beyond his/her control, I.e.

underemployment, unemployment, death of a spouse, catastrophic

medical expenses, and/or divorce, in addition to satisfying certain

criteria.

Other specific criteria:

• Must be able to demonstrate that delinquency was the
6. Property/Loan

Eligibility Criteria

7. Program Exclusions

8. Structure of Assistance

9. Per Household

Assistance

10. Duration of Assistance

11. Estimated Number 0 f

Participating

Households

12. Program Inception!

Duration

13. Program Interactions

with Other Programs

(e.g. other HFA

TAMPA/HPA-South CarolinaJl21390.1

result of circumstances beyond the borrower's control.

• Borrower must provide a financial hardship affidavit.

• Must meet all HAMP requirements.

• All final eligibility determinations will be made by SCHC.

• Funds will be available on a first-come first served basis.

• Eligible (first mortgage) loans must be fixed term, fully

amortizing, and the original loan amount must be within GSE

limits.

• Eligible properties must be owner-occupied primary residence

located in South Carolina.

• Subordinate mortgages where the proceeds were used for

something other than acquiring, improving, or preserving the

subject property will be ineligible.

• A borrower facing foreclosure due self-inflicted financial

hardship and/or poor debt management, stripping the equity

from their home for non-essential purposes, or overall

mismanagement oftheir personal budget.

• Borrower is HAMP eligible and the second mortgage is held

by a 2MP servicer.

Assistance under this Program will be provided in the form of a

nonrecourse zero-percent interest, non-amortizing, forgivable

loan secured by a subordinate lien on the subject property. The

loan will be forgiven over a five (5) year period at a rate of20%

per year. If property is sold or refinanced prior to the loan

termination date, funds will be recovered should sufficient equity

be available from the transaction.

Any loan payoff proceeds will be recycled for use within the

Program and used to provide assistance to additional homeowners

until December 31, 2017, at which time any proceeds shall be

returned to Treasury.

Maximum

County Unemployment> 12%: $8,000

All Others: $5,000

Expected Median: $6,000

Program is a one-time payment per borrower household.

[t is expected that that 1,400 - 2,200 families will be assisted

under this Program.

This Program will be available statewide within 120 days of

execution ofthe Participation Agreement. It is expected that it

will run for 60 months.

This Program will interact with the following South Carolina

HFA Hardest-Hit Fund Programs:
programs) • HAMP Assistance Program - Households may need

direct assistance to cure an NPV fail along with

assistance to insure that a non-participating second

lien holder will agree to the revised terms.

• Direct Loan Assistance Program - May be combined

with the Second Mortgage Assistance Program in

circumstances where the borrower has a capitalized

arrearage and a non-participating second lien holder.

14. Program Interactions This Program may be used in conjunction with HAMP to assist

with HAMP with borrower eligibility.

15. Program Leverage with None.

Other Financial

Resources

TAMPA/HPA-South Carolina/121390.1
SERVICE SCHEDULE 8-5

SC State Housing Finance and Development Authority

Property Disposition Assistance Program

Summary Guidelines

1. Program Overview

2. Program Goals

3. Target Population!

Areas

4. Program Allocation

(Excluding

Administrative

Expenses)

5. Borrower Eligibility

Criteria

TAMPA/HPA-South CarolinalI21390.!

There may be a segment of borrowers whose position is

unrecoverable, and who need assistance in gracefully exiting

homeownership. The Property Disposition Assistance Program

will be used to facilitate short sales and deeds in lieu of

foreclosure, as well as to help provide deposits and other funds

needed to transition families from homeownership to renting.

The terms of assistance will vary based on the unemployment rate

for the county in which the property is located, and will be

reviewed periodically during the assistance period.

Assistance in this Program will be capped as follows: County

Unemployment 2: 12%: $5,000. All Others: $3,000.

Program is a one-time payment per borrower household.

To assist borrowers in unrecoverable situations in transitioning

from homeownership to rental housing.

This Program will be available in all 46 counties in South

Carolina, and is intended to assist borrowers with a long-term or

permanent affordability problem with little expectation for

financial recovery.

$6,500,000

An eligible borrower must be a "Responsible Borrower." A

"Responsible Borrower" is a borrower who is facing possible

foreclosure due to circumstances beyond his/her control, I.e.

underemployment, unemployment, death of a spouse, catastrophic

medical expenses, and/or divorce, in addition to satisfying certain

criteria.

Other specific criteria:

• Circumstances leading to delinquency and foreclosure

event must be beyond the borrower's control, and must be

properly documented.

• Payment to Income ratio must exceed 45%, including UI

payments from South Carolina.

• Borrower must provide a financial hardship affidavit.

• Delinquency event must be ongoing with little or no
expectation for financial recovery (i.e. prolonged underemployment, divorce, death of a spouse, etc.).

• All final eligibility determinations will be made by SCHC.

• Funds will be available on a first-come first served basis.

6. Property/Loan • Eligible loans must be fixed term, fully amortizing, and the

Eligibility Criteria original loan amount must be within GSE limits.

• Eligible properties must be owner-occupied primary residence

located in South Carolina.

7. Program Exclusions • Borrower facing foreclosure due self-inflicted financial

hardship and/or poor debt management, stripping the equity

from their home for non-essential purposes, or overall

mismanagement oftheir personal budget.

• Borrower receiving assistance under the Home Affordable

Foreclosure Alternative (HAFA) Program.

8. Structure of Assistance Assistance under this Program will be provided directly to the

homeowner, and will not be structured as a loan, nor will it be

secured by the subject property. No payments may be made

directly to homeowners until a short sale, cash for keys or deedin-lieu agreement is executed.

9. Per Household Maximum

Assistance County Unemployment 2: 12%: $5,000

All Others: $3,000

Expected Median: $4,000

10. Duration of Assistance Program is a one-time payment to borrowers.

11. Estimated Number of It is expected that that 1,200 2000 families will be assisted

Participating under this Program.

Households

12. Program Inception! This Program will be available statewide within 120 days of

Duration execution ofthe Participation Agreement. It is expected that it

will run for 60 months.

13. Program Interactions This Program will interact with the Monthly Payment Assistance

with Other Programs Program. Households that are not self-supporting after

(e.g. other HFA exhausting allowable funding under the Monthly Payment

programs) Assistance Program may be eligible for this Program.

14. Program Interactions None.

with HAMP

15. Program Leverage with None.

Other Financial

Resources

TAMPA/IIPA-South Carolina/I 21 390. I
SCHEDULEC

PERMITTED EXPENSES

One-time / Start-U Ex enses:

Initial Personnel $

Buildin , E ui ment, Technolo

Professional Services

Su lies / Miscellaneous

Marketin /Communications

Travel

Website develo ment /Translation

Contin enc

a eratin

Salaries $

Professional Services (Legal,

Com liance, Audit, Monitorin

Travel

Buildin s, Leases & E ui ment

Information Technology &

Communications

Office Supplies/Postage and

Delive /Subscri tions

Risk Mana ement/ Insurance

Trainin

Marketin /PR

Miscellaneous

Transaction Related Ex enses:

Recordin Fees $

Wire Transfer Fees

Counselin Ex enses:

File Intake $

Decision Costs

Successful File

Ke Business Partners On-Goin

Subtotal

TAMPNHPA-South Carolina/l21390.1

169,280

82,000

125,000

55,000

10,000

10,000

25,000

50,000

526280

2,916,200

250,000

190,000

803,000

550,000

125,000

175,000

190,000

290,000

115,690

90

10,000

640,000

1,006,830

762,750

7,284,250

9,153000

18,8$6 830