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ELEVENTH AMENDMENT TO

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

HFA PARTICIPATION AGREEMENT

This Eleventh Amendment to Commitment to Purchase Financial Instrument and HFA

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

Schedule A attached hereto as the Eleventh Amendment Date (the “Amendment Date”), by

and among the United States Department of the Treasury (“Treasury”), the undersigned

party designated as HFA whose description is set forth in Schedule A attached hereto (for

convenience, a “state housing finance agency” or “HFA”) and the undersigned institution

designated by HFA to participate in the program described below (“Eligible Entity”). 

Recitals

WHEREAS, Treasury, HFA and Eligible Entity entered into that certain Commitment to 

Purchase Financial Instrument and HFA Participation Agreement (the “Original HPA”) dated 

as of the Closing Date set forth on Schedule A attached hereto, as previously amended by those

certain Amendments to Commitment to Purchase Financial Instrument and HFA Participation

Agreement dated as of their respective dates as set forth on Schedule A attached hereto (each, 

an “Amendment” and together with the Original HPA as amended thereby, the “Current

HPA”), in connection with Treasury's federal housing program entitled the Housing Finance

Agency Innovation Fund for the Hardest Hit Housing Markets (the “HHF Program”), which

was established pursuant to the Emergency Economic Stabilization Act of 2008 (12 U.S.C. 

5201 et seq.), as amended, and as the same may be amended from time to time (“EESA”);

WHEREAS, on February 19, 2016 Treasury announced that it would make $2 billion of 

additional assistance available under the HHF Program (the “Fifth Round Funding”) to help 

prevent foreclosure and stabilize housing markets in certain states that had previously received 

HHF Program funding for such purposes; and

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

the amount of HHF Program funds available to Eligible Entity hereunder, and make certain other 

changes to the Schedules attached to the Current HPA.

Accordingly, in consideration of the representations, warranties, and mutual agreements set forth 

herein and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, Treasury, HFA and Eligible Entity agree as follows.

Agreement

1. Amendments

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

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

in the Current HPA to Schedules A, B or C shall mean the Schedules A, B or C 
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attached to this Amendment. All references herein to the “HPA” shall mean the 

Current HPA, as further amended by this Amendment.

B. Schedule A. Schedule A attached to the Current HPA is hereby deleted in 

its entirety and replaced with Schedule A attached to this Amendment.

C. Schedule B. Schedule B attached to the Current HPA is hereby deleted in 

its entirety and replaced with Schedule B attached to this Amendment.

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

its entirety and replaced with Schedule C attached to this Amendment.

2. Representations, Warranties and Covenants

A. HFA and Eligible Entity. HFA and Eligible Entity, each for itself, make 

the following representations, warranties and covenants to Treasury and the truth and

accuracy of such representations and warranties and compliance with and performance of

such covenants are continuing obligations of HFA and Eligible Entity, each as to itself. 

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

correct or HFA or Eligible Entity breaches any of its covenants made herein, HFA or

Eligible Entity, as the case may be, agrees to notify Treasury immediately and the same

shall constitute an Event of Default under the HPA.

(1) HFA and Eligible Entity each hereby certifies, represents and warrants as of

the date hereof that each of the representations and warranties of HFA or Eligible

Entity, as applicable, contained in the HPA are true, correct, accurate and complete in

all material respects as of the date hereof. All covenants of HFA or Eligible Entity,

as applicable, contained in the HPA shall remain in full force and effect and neither

HFA, nor Eligible Entity is in breach of any such covenant.

(2) Eligible Entity has the full corporate power and authority to enter into,

execute, and deliver this Amendment and any other closing documentation delivered to 

Treasury in connection with this Amendment, and to perform its obligations hereunder

and thereunder.

(3) HFA has the full legal power and authority to enter into, execute, and deliver

this Amendment and any other closing documentation delivered to Treasury in 

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

thereunder.

3. Miscellaneous

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

are incorporated herein by this reference.

B. Capitalized terms used but not defined herein shall have the meanings ascribed

to them in the HPA.
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C. Any provision of the HPA that is determined to be prohibited or unenforceable in

any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

prohibition or unenforceability without invalidating the remaining provisions of the HPA,

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

provision in any other jurisdiction.

D. This Amendment may be executed in two or more counterparts (and by 

different parties on separate counterparts), each of which shall be deemed an original, but

all of which together shall constitute one and the same instrument. Facsimile or

electronic copies of this Amendment shall be treated as originals for all purposes.

[SIGNATURE PAGE FOLLOWS;REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK]
[Signature Page to Eleventh Amendment to HPA – Tennessee]

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

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

Instrument and HFA Participation Agreement as of the Amendment Date.

HFA: TREASURY:

TENNESSEE HOUSING DEVELOPMENT 

AGENCY

UNITED STATES DEPARTMENT OF THE 

TREASURY

By: /s/ Ralph M. Perrey By:

Name: Ralph M. Perrey Name: Mark McArdle

Title: Executive Director Title: Deputy Assistant Secretary for 

Financial Stability

ELIGIBLE ENTITY:

TENNESSEE HOUSING DEVELOPMENT 

AGENCY

By: /s/ Ralph M. Perrey

Name: Ralph M. Perrey

Title: Executive Director
EXHIBITS AND SCHEDULES

Schedule A Basic Information

Schedule B Service Schedules

Schedule C Permitted Expenses
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SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:

Name of the Eligible Entity: Tennessee Housing Development Agency1

Corporate or other organizational form: body, politic and corporate; political subdivision 

and instrumentality of the State of Tennessee, 

established and existing under the Tennessee 

Housing Development Agency Act, Tenn. Code 

Ann. § 13-23-101 et seq.

Jurisdiction of organization: Tennessee

Notice Information:

HFA Information:

Name of HFA: Tennessee Housing Development Agency1

Organizational form: body, politic and corporate; political subdivision 

and instrumentality of the State of Tennessee, 

established and existing under the Tennessee 

Housing Development Agency Act, Tenn. Code 

Ann. § 13-23-101 et seq.

Date of Application: September 1, 2010

Date of Action Plan: September 1, 2010

Notice Information:

Program Participation Cap: $302,055,030.00

 1 References in the Agreement to the term “HFA” shall mean Tennessee Housing Development Agency (“THDA”) in its 

capacity as an HFA as such term is used in the Agreement; references in the Agreement to the term “Eligible Entity” shall 

mean THDA, in its capacity as Eligible Entity as such term is used in the Agreement.

Notwithstanding anything to the contrary in the Agreement, (A) for purposes of Section 4(G) thereof (as amended by the 

Tenth Amendment), annual audited financial statements shall be due no later than one hundred eighty (180) days after the 

end of THDA’s fiscal year, and (B) for purposes of Section 7 thereof, the powers and authority of THDA shall be 

governed and construed in accordance with the laws of the State of Tennessee.

For the avoidance of doubt, THDA has no obligation to ensure that the funds in the Depository Account are collateralized 

should the amount of money in the account be in excess of the FDIC insurance limits.
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Portion of Program Participation Cap

Representing Original HHF Funds: N/A

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $81,128,260.00

Rounds 1-4 Funding Allocation: $217,315,593.00

Round 5 Funding Allocation: $84,739,437.00

Permitted Expenses: $35,590,599.07

Closing Date: September 23, 2010

First Amendment Date: September 29, 2010

Second Amendment Date: December 16, 2010

Third Amendment Date: May 25, 2011

Fourth Amendment Date: September 28, 2011

Fifth Amendment Date: December 8, 2011

Sixth Amendment Date: May 3, 2012

Seventh Amendment Date: November 15, 2012 

Eighth Amendment Date: June 11, 2014

Ninth Amendment Date: September 29, 2015

Tenth Amendment Date: April 1, 2016

Eleventh Amendment Date: June 28, 2016

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.
SCHEDULE B

SERVICE SCHEDULES

The Service Schedules attached as Schedule B to the Current HPA are hereby deleted in their 

entirety and replaced with the attached Service Schedules (numbered sequentially as Service 

Schedule B-1, Service Schedule B-2, et. seq.), which collectively comprise Schedule B to the 

HPA.
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SCHEDULE B-1

Tennessee Housing Development Agency 

Hardest Hit Fund Program (HHFP)

Summary Guidelines

1. Program Overview The Tennessee Housing Development Agency (THDA) Hardest

Hit Fund Program (HHFP) will provide loans to unemployed or

substantially underemployed homeowners, or those homeowners

impacted by a recent divorce or death of a spouse, who, through

no fault of their own, are financially unable to make their

mortgage payments and are in danger of losing their homes to

foreclosure.

Loan proceeds will be used to pay all mortgage and mortgagerelated expenses (e.g., property taxes, homeowner insurance,

homeowner dues) (i) until, for those unemployed or substantially

underemployed homeowners, the homeowner secures

employment or completes training for a new career and (ii) for

all eligible homeowners, subject to maximum assistance criteria

described in Section 9.

For homeowners who were unemployed or substantially

underemployed and accumulated payment arrearages, but have

since found a new job, reinstatement assistance will be available.

2. Program Goals To assist unemployed or substantially underemployed

homeowners, or those homeowners impacted by a recent

divorce or death of a spouse, to remain in their homes and make

monthly payments on their mortgages and mortgage related

expenses such as property taxes, homeowner insurance,

homeowner dues, and/or past-due mortgage payments

(arrearages) so that they may avoid delinquency and foreclosure.

3. Target Population /

Areas

This program will be available in all Tennessee counties.

THDA previously provided additional assistance over a longer

period of time to eligible homeowners living in targeted or

“hardest hit” counties, defined as those counties showing greater

than average distress based on a combination of unemployment

rate, the percent of the state’s foreclosures in that county, and

delinquency rates. Twenty-nine counties were chosen as targeted

based on the fact that they scored high on two of three factors, as 

follows: having an unemployment rate at or above the state

average rate, having a high percentage of the state’s foreclosure
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filings (in the 75th percentile of counties), having a high

delinquency rate (again, in the 75th percentile of counties).

4. Program Allocation

(Excluding

Administrative

Expenses)

$256,464,430.93

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

assistance to borrowers whose hardship is employment-related.

5. BorrowerEligibility

Criteria

Unemployed or substantially underemployed homeowners, or

those homeowners impacted by a recent divorce or death of a

spouse, who, through no fault of their own, are unable to make

their mortgage payments and are at risk of foreclosure.

Homeowners will be required to provide a financial hardship

affidavit with appropriate documentation as to the cause of their

hardship, as specified in the program guidelines. Homeowners

will be required to provide continual documentation certifying to

their ongoing hardship.

Employed homeowners who have previously been unemployed

or substantially underemployed and who are delinquent, but who

can resume future payments without additional assistance.

Substantially underemployed homeowners are those

homeowners whose income has been reduced by 30% or more.

The event or incident which results in unemployment or

substantially underemployment, or the applicable divorce or

death of a spouse impacting a homeowner, must have occurred

after January 1, 2008.

Principal, Interest, Taxes and Insurance > 31% of household

income after job loss/reduction of income.

Asset test: Borrower must not have > 6 months reserves.

Borrower must be a low- or moderate-income homeowner

(maximum $92,680 household income).

Eligibility for program assistance will be determined primarily

by participating foreclosure prevention partners using THDA 

underwriting criteria stated above.

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

basis.
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6. Property / Loan 

Eligibility Criteria

Existing single-family homes or condominiums (attached or

detached) including manufactured homes on foundations

permanently affixed to real estate owned by the borrower.

Tennessee owner-occupied, primary residences only.

7. Program Exclusions Total unpaid principal balances > $275,000. 

Manufactured homes not considered real property.

Non-legal U.S. resident.

8. Structure of Assistance 0% interest, non-recourse, deferred-payment, forgivable,

subordinate loan. A forgiveness clause will reduce the loan

amount by 20% a year for every year the borrower stays in the

home up until five years. At the end of five years, the note will

be considered satisfied and THDA will release the lien securing

the note.

Loan funds are due and payable if property is sold, refinanced or

no longer owner occupied and there are sufficient equity

proceeds available (unless otherwise prohibited under applicable

federal law).

All deferred, subordinate mortgages will be evidenced by a

Home Equity Line of Credit promissory note and secured by a

deed of trust on the property. Borrowers will be required to sign

and acknowledge via written agreement indicating the program

guidelines.

Any funds returned according to established program guidelines

will be recaptured and used to assist additional homeowners 

in accordance with the Agreement.

9. Per Household

Assistance

Maximum amount available per homeowner:

• Assistance for up to 36 months, subject to a maximum

assistance cap of $40,000.

• There is no maximum monthly payment amount;

however, total loan amount cannot exceed applicable

benefit.

10. Duration of Assistance Homeowners may receive assistance up to a maximum of 36

months. Should a homeowner become reemployed within the

applicable period, the homeowner may continue receiving

assistance for up to an additional two months after
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reemployment. Additionally, if a homeowner becomes

reemployed within the applicable period and the homeowner’s

mortgage payment exceeds 31% of their current income, they

are eligible for continued assistance.

Any reinstatement assistance shall be made in one payment.

11. Estimated Number of

Participating

Households

Based on the current average amount of assistance of $25,000,

we would expect to assist approximately 7,355 homeowners.

With the increase in available assistance amounts and terms, we

do expect the average amount of assistance to increase and the

number of homeowners assisted to decrease. Recaptured funds

will be returned to the program and used for additional

homeowners, which could extend the program until as late as

December 31, 2020.

12. Program Inception /

Duration

The program began serving the targeted, hardest hit counties

January 1, 2011. On March 1, 2011, the program was expanded

and all counties became eligible for the program. All funds are

expected to be committed by December 31, 2014. Recaptured

funds will be returned to the program and used for additional

homeowners, which could extend the program until as late as

December 31, 2020.

13. Program Interactions

with Other HFA

Programs

None.

14. Program Interactions

with HAMP

Borrowers can receive HAMP assistance (including UP program

assistance), as applicable, prior to or after receiving Hardest Hit 

Fund assistance.

15. Program Leverage with

Other Financial

Resources

None.
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SCHEDULE B-2

Tennessee Housing Development Agency

HHFBlightElimination Program(BEP)

SummaryGuidelines

1. ProgramOverview The Tennessee Housing Development Agency (THDA) will

administer the Hardest Hit Fund Blight Elimination Program

(BEP) to assist in the removal of blighted properties in targeted

areas within the State of Tennessee.

THDA will work in partnership with approved non-profit 

agencies and land banks (collectively, Program Participants) to

strategically target blighted residential single-family properties

for demolition, site improvement, and acceptable reuse.

2. Program Goals The BEP will reduce foreclosures, promote neighborhood

stabilization, and maintain or improve property values through

the demolition of vacant, abandoned, blighted residential

structures, and subsequent greening/improvement of the

remainingparcels.

THDA has identified meaningful indicators that will enable

THDA to track and quantify the program’s impact in the

targeted areas.

3. Target Population /

Areas

This program will focus on targeted counties in Tennessee with 

high numbers of vacancies and foreclosures. The presence of a 

land bank will also be considered. This program will be made 

available to the following counties: Shelby, Montgomery, 

Davidson, Rutherford, Hamilton, Knox and Anderson. 

THDA program guidelines will ensure that demolition and 

greening/improvement is designed to increase values of 

neighboring properties and will promote a positive effect on 

preserving existing neighborhoods.

4. ProgramAllocation

(Excluding

Administrative

Expenses)

$10,000,000.00
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5. PropertyEligibility

Criteria

• Existing single-family (one to four unit) home.

• The property must be located in the State of Tennessee.

• The property must be located in a targeted area as defined

in the program guidelines.

• The property must be vacant at the time of acquisition. For

any requests submitted on or after January 15, 2016, the

property must not be legally occupied at the time of any

review or approval by the HFA or eligible entity (as

applicable) for blight elimination activity.

• The property is a nuisance due to abandonment and/or other

adverse conditions asidentified in the program guide.

• The cost to acquire (if necessary), demolish, green, and

maintain the property for up to three years does not exceed

$25,000.

• THDA will determine property eligibility including the

followingrequirements:

(1) Pass a Property Condition test;

(2) Meet the State of Tennessee’s definition of “Blight”

according to Title 13, Public Planning and Housing;

and

(3) Qualify for lawful demolition.

6. Ownership / Loan

EligibilityCriteria

Program Participant must hold title to the property (may

acquire title in conjunction with the program transaction).

The property must be subject to a loan that can be modified or

extinguished.

7. Program Exclusions • Commercialproperties,multifamilyproperties.

• Properties listed on a state, national, or local historic

register.

• Properties not meeting THDA’s eligibility requirements as

specified in the program guidelines.
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8. Structure of Assistance THDA will determine acceptability of project sites.

Program Participant will be responsible for acquisition of the

property (if applicable), demolition work, greening/site

improvement and on-goingpropertymaintenance.

The Program Participant will submit an application to THDA

containing the location of the property, neighborhood conditions,

estimated cost of structure removal, estimated cost of greening (if

applicable), and the end use of the vacant lot.

Required documentation must be submitted by the Program

Participant to THDA for review and approval in THDA’s sole

discretion pursuant to the programguidelines.

Upon completion of blight elimination activity on the property

and verification by THDA, THDA will provide HHF funds to the

holder of the note for the loan on the property after the execution

of a promissory note in favor of THDA. Total assistance will

provide for acquisition costs (if applicable), demolition work,

greening/site improvement costs, on-going property maintenance,

and a one-time administrative fee of $1,000 per property for the

ProgramParticipant.

• Funds will be provided as a secured loan up to a maximum of

$25,000 with a deferred payment, forgivable over a 3 year

term at 33.3% per year with a 0% interest rate so long as

THDA’srequirements are met.

Eligible costs include removal of debris, contractor’s fees, permit

fees, final inspections, environmental assessments, greening and

maintenance fees in the amount of $1,800 for a three-year period,

and any other fees or charges required to complete the property

demolition, removal and site improvement, not to exceed

$25,000. If the cost to demolish the property exceeds the $25,000

maximum, the non-profit Participant must pay the excess amount

upfront.
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The outstanding loan balance will become due and payable if the

property is sold, its title transferred, or it is used for an

unauthorized purpose prior to the end of the loan term. Special

considerations may be made by THDA to release or subordinate

its lien prior to the end of the loan term based upon the merit of

the request and the proposed positive impact to the community.

The method for calculating the portion of the outstanding balance

to be forgiven or released will be determined based upon the

closing date of the HHF funding.

Any funds returned according to established program guidelines

will be recaptured and used in the program in accordance with

the Agreement.

9. PerProperty

Assistance

Maximum amount of assistance may not exceed $25,000 per

property. Maximum assistance amount includes acquisition costs

(if applicable); demolition and greening/improvement costs; and a

one-time project management and maintenance fee to cover

management and maintenance expenses for a period of three (3)

years.

10. Duration of Assistance Funds will be disbursed on a first-come-first-served basis.

11. Estimated Number of

Properties

Demolished

Based on the maximum amount of assistance of $25,000,

approximately 400 blighted properties are anticipated to be

demolished and greened. Program will be expanded if funds are

available.

12. Program Inception /

Duration

The program will begin on November 1, 2015 and will last as

long as the allocation of funds is available or until December 31,

2020.

13. Program Interactions

with Other HFA

Programs

None.

14. Program Interactions

with HAMP

None.

15. Program Leverage with

OtherFinancial

Resources

If the cost to demolish and green the property are in excess of the

$25,000 program cap, the Program Participant must pay the

excess amount up front.
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SCHEDULE C

PERMITTED EXPENSES

Tennessee

One-time / Start-Up Expenses:

Initial Personnel $50,264.40

Building, Equipment, Technology $230,209.59

Professional Services $19,668.00

Supplies / Miscellaneous $3,265.33

Marketing /Communications $741.73

Travel $1,786.15

Website development /Translation $15,000.00

Contingency $0.00

Subtotal $320,935.20

Operating / Administrative Expenses:

Salaries $18,933,044.07

Professional Services (Legal, Compliance,

Audit, Monitoring) $329,776.36

Travel $134,186.56

Buildings, Leases & Equipment $0.00

Information Technology & Communications $723,697.19

Office Supplies/Postage and

Delivery/Subscriptions $328,098.82

Risk Management/ Insurance $0.00

Training $85,236.42

Marketing/PR $2,118,848.92

Miscellaneous $198,394.29

Subtotal $22,851,282.62

Transaction Related Expenses:

Recording Fees $4,185,602.93

Wire Transfer Fees $421,778.31

Counseling Expenses

File Intake $0.00

Decision Costs $0.00

Successful File $7,811,000.00

Key Business Partners On-Going $0.00

Subtotal $12,418,381.24

Grand Total $35,590,599.07
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% of Total Award 11.78%

Award Amount $302,055,030.00