Sixth Amendment to HPA — Rhode Island

TAMPA/205201.1

SIXTH AMENDMENT TO

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

HFA PARTICIPATION AGREEMENT

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

Agreement (the “Sixth Amendment”) is entered into as of the date set forth on Schedule A

attached hereto as the Sixth Amendment Date (the “Amendment Date”), by and among the

United States Department of the Treasury (“Treasury”), the undersigned party designated as

HFA whose description is set forth in Schedule A attached hereto (for convenience, a “state

housing finance agency” or “HFA”) and the undersigned institution designated by HFA to

participate in the program described below (“Eligible Entity”).

Recitals

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

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

of the Closing Date, as previously amended by that certain First Amendment to Commitment to

Purchase Financial Instrument and HFA Participation Agreement (the “First Amendment”), as

further amended by that certain Second Amendment to Commitment to Purchase Financial

Instrument and HFA Participation Agreement (the “Second Amendment”), as further amended

by that certain Third Amendment to Commitment to Purchase Financial Instrument and HFA

Participation Agreement (the “Third Amendment”), as further amended by that certain Fourth

Amendment to Commitment to Purchase Financial Instrument and HFA Participation Agreement

(the “Fourth Amendment”), and as further amended by that certain Fifth Amendment to

Commitment to Purchase Financial Instrument and HFA Participation Agreement (the “Fifth

Amendment”; and together with the Original HPA as amended thereby and by the First

Amendment, Second Amendment, Third Amendment and Fourth Amendment, the “Current

HPA”), dated as of their respective dates as set forth on Schedule A attached hereto, in

connection with Treasury’s federal housing program entitled the Housing Finance Agency

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

established pursuant to the Emergency Economic Stabilization Act of 2008 (P.L. 110-343), as

amended, as the same may be amended from time to time (“EESA”);

WHEREAS, HFA and Eligible Entity submitted a request to Treasury to make certain revisions

to their Service Schedules and Permitted Expenses and Treasury has agreed to the same;

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

document all approved modifications to the Service Schedules and Permitted Expenses;

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.
TAMPA/205201.1 2

Agreement

1. Amendments

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

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

HPA to Schedules A or B shall mean the Schedules A or B attached to this Sixth

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

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

Treasury in connection with this Sixth 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

Sixth Amendment and any other closing documentation delivered to Treasury in

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

thereunder.

3. Miscellaneous

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

and are incorporated herein by this reference.
TAMPA/205201.1 3

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

them in the HPA.

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

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or

unenforceability without invalidating the remaining provisions of the HPA, and no such

prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other

jurisdiction.

D. This Sixth 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 Sixth Amendment shall be treated as originals for all purposes.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]
[Signature Page to Sixth Amendment to HPA — Rhode Island]

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

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

Instrument and HFA Participation Agreement as of the Amendment Date.

HFA: TREASURY:

RHODE ISLAND HOUSING AND

MORTGAGE FINANCE CORPORATION

UNITED STATES DEPARTMENT OF THE

TREASURY

By: /s/ Richard Godfrey By:

Name: Richard Godfrey Name: Timothy G. Massad

Title: Executive Director Title: Assistant Secretary for

Financial Stability

ELIGIBLE ENTITY:

RHODE ISLAND HOUSING AND

MORTGAGE FINANCE CORPORATION

By: /s/ Richard Godfrey

Name: Richard Godfrey

Title: Executive Director

TAMPA/205201.1 5

EXHIBITS AND SCHEDULES

Schedule A Basic Information

Schedule B Service Schedules
TAMPA/205201.1 A-1

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:

Name of the Eligible Entity: Rhode Island Housing and Mortgage Finance Corporation1

Corporate or other organizational form: a public corporation of the state of Rhode

Island, established and existing under the

Rhode Island Housing and Mortgage Finance

Corporation Act, as amended Chapter 42-55,

State of Rhode Island General Laws.

Jurisdiction of organization: Rhode Island

Notice Information: Rhode Island Housing

44 Washington Street

Providence, RI 02903

Attn: Richard H. Godfrey,

Executive Director

E-mail: RGodfrey@rhodeislandhousing.org

Phone: (401) 457-1212

Fax: (401) 457-1136

With copies to:

Rhode Island Housing

44 Washington Street

Providence, RI 02903

Attn: Susan Bodington,

Deputy Director

E-mail: SBodington@rhodeislandhousing.org

Phone: (401) 457-1286

Fax: (401) 457-1136

Rhode Island Housing

44 Washington Street

Providence, RI 02903

Attn: Michael V. Milito,

Deputy Director for Law and Human Resources

E-mail: MMilito@rhodeislandhousing.org

Phone: (401) 457-1173

Fax: (401) 450-1371

1 References in the Agreement to the term “HFA” shall mean the Rhode Island Housing and Mortgage Finance

Corporation (“Rhode Island Housing”) in its capacity as HFA as such term is used in the Agreement; and references

in the Agreement to the term “Eligible Entity” shall mean Rhode Island Housing, in its capacity as Eligible Entity as

such term is used in the Agreement.
TAMPA/205201.1 A-2

and

Rhode Island Housing

Attn: Cathleen A. Paniccia,

Director of Homeownership

44 Washington Street

Providence, RI 02903

Phone: (401) 457-1226

Fax: (401) 457-1371

E-mail: CPaniccia@rhodeislandhousing.org

HFA Information:

Name of HFA: Rhode Island Housing and Mortgage Finance Corporation1

Organizational form: a public corporation of the state of Rhode

Island, established and existing under the

Rhode Island Housing and Mortgage Finance

Corporation Act, as amended Chapter 42-55,

State of Rhode Island General Laws.

Date of Application: May 27, 2010

Date of Action Plan: September 1, 2010

Notice Information: Same as notice information for Eligible Entity.

Program Participation Cap: $79,351,573.00

Portion of Program Participation Cap

Representing Original HHF Funds: $43,000,000.00

Portion of Program Participation Cap

Representing Unemployment HHF Funds: $13,570,770.00

Permitted Expenses: $11,568,830.00

Closing Date: August 3, 2010

First Amendment Date: September 23, 2010

Second Amendment Date: September 29, 2010

Third Amendment Date: December 16, 2010

Fourth Amendment Date: May 25, 2011

Fifth Amendment Date: January 25, 2012
TAMPA/205201.1 A-3

Sixth Amendment Date: March 29, 2012

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/205201.1 B-1

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.
TAMPA/205201.1 B-2

SERVICE SCHEDULE B-1

Rhode Island Housing’s

Loan Modification Assistance (LMA)

Summary Guidelines

1. Program Overview Loan Modification (LMA) will provide up to $25,000 to assist

homeowners achieve a modification. Lender must first attempt to

qualify homeowner for a HAMP or Non-HAMP modification or

workout solution driven by investor guidelines and regulatory

oversight. If the homeowner fails these workout solutions, the lender

may utilize LMA to achieve an affordable modification. This

assistance must bring the total housing debt to income ratio to 38%

or below and will, at a minimum, temporarily adjust a homeowner’s

payment to an affordable level for a 12 month period.

Rhode Island Housing will review and approve on a case-by-case

basis investor program guidelines that utilize affordable mortgage

definitions that result in a modification with a total housing debt to

income ratio greater than 38%.

Lender must present modification plan for HHFRI approval prior to

release of funds.

For homeowners that received a modification, prior to application

for HHFRI assistance, which resulted in a housing debt to income

ratio in excess of 38%, LMA funds may be used as monthly

supplemental mortgage payment assistance to achieve a 31%

housing debt to income ratio. Alternatively, where the lender uses a

“cash flow analysis” model to determine affordability, LMA funds

may be used as monthly supplemental mortgage payment assistance

to achieve a positive net monthly cash flow not to exceed $500.

Homeowners receiving a monthly mortgage payment supplement

will be responsible for making a partial monthly payment

contribution which will be determined according to household

income as referenced below or at lenders option but not greater than

38%:

Gross Annual

Household Income

Monthly Mortgage Payment

Contribution

<$36,000 $250

$36,000 to $59,999 $500

$60,000 to $69,999 $750

>70,000 31% of gross monthly household

income
TAMPA/205201.1 B-3

In special circumstances, targeted homeowners who are at risk of

foreclosure may receive up to $50,000 assistance.

Targeted homeowners include:

 HHF-eligible homeowners age 62 and over

 HHF-eligible homeowners who have a deed restricted property

and have received federal or state subsidies and are at risk of

foreclosure

 HHF-eligible multi-family property homeowners who have

experienced a loss of rental income that has compromised their

ability to afford their mortgage payment

 HHF-eligible homeowners who have received FEMA or other

natural disaster assistance and still need assistance due to

extensive property damage

 HHF-eligible homeowners who are deployed members of the

US Armed Forces or those discharged within the last 12 months

(includes enlisted personnel in all regular and reserve units of

the Army, Navy, Air Force, Marines and Coast Guard).

 HHF-eligible homeowners who have a first mortgage LTV ratio

of 140% or greater

LMA is designed to address items that may be negatively impacting

the homeowners ability to obtain a modification. Funding can be

used to address:

 insufficient income: unemployment or underemployment

 insufficient equity

 delinquent mortgage payments including escrows

 escrow shortage payments

 payment of non-escrowed taxes or insurances

 satisfaction of delinquent condo or planned unit development

(PUD) homeowners association dues and special assessments

satisfaction of subordinate liens, superior real estate tax liens or

other liens related to the property

2. Program Goals To help Rhode Island homeowners at risk of foreclosure obtain a

modification.

3. Target

Population/Areas

An analysis of all Rhode Island cities and towns reveals that the

twelve communities with the highest rates of mortgage

delinquencies and foreclosures are also among the communities with

the highest unemployment rates. Using a combination of the

number of delinquencies and the number of unemployed, it is

estimated that 70% of all Hardest-Hit funds will be spent in these

twelve communities. Thirty one of the thirty nine communities in

Rhode Island experienced an unemployment rate of 12% or higher

in January of 2010, representing 85.45% of the state’s population.
TAMPA/205201.1 B-4

Therefore, we anticipate that 85% of all Hardest-Hit funding will be

targeted to communities with unemployment rates of greater than

12%.

4. Program Allocation

(Excluding

Administrative

Expenses)

$17,500,000.00

5. Borrower

Eligibility Criteria

Eligible borrower must have a monthly mortgage payment that is

greater than 31% of their gross monthly household income.

Alternatively, lenders may use a “cash flow analysis” method to

determine affordability, the calculation for which is as provided for

in the program guidelines. When a cash flow method is used the

31% gross monthly income ratio test is not a determining factor.

Borrowers are eligible under the cash flow method if their allowable

household expense test returns a net positive monthly cash flow of

no more than $500.00.

When the cash flow method is used at least 24 months must have

passed since the loan for which LMA assistance is provided was

originated.

All homeowners will be required to complete a Hardship Affidavit.

Homeowner must be able to document hardship circumstances that

place the borrower at risk of foreclosure. A hardship is defined as an

uncontrollable increase in expense (excluding consumer debt) or an

uncontrollable decrease in income that places the homeowner at risk

of foreclosure. Examples of a hardship include: underemployment,

reduction of income, unemployment, death or disability in family,

unforeseen medical expense, costly home repairs necessary for

habitability or an extended loss of rental income due to an inability

to secure a tenant. A loss of home value does not, in itself,

constitute a financial hardship, but may be considered to be a

contributing factor in the evaluation of the request for assistance.

Borrowers with a gross annual household income of $50,000 or less

and a housing debt-to-income ratio greater than 35% are considered

to have a qualified hardship. No further hardship test is applicable in

these circumstances.

Homeowners with total debt-to-income ratios in excess of 55% will

be encouraged to seek debt management services from a HUDapproved counseling agency. The costs of such counseling or

services shall not be paid with HHF funds.
TAMPA/205201.1 B-5

Rhode Island’s Mortgage Revenue Bond income limits apply to all

assistance programs. These eligibility limits are based on current

income and family size. They are generally up to 140% of area

median income. Currently, one or two person households can earn

up to $87,800. Households of three or more can earn up to

$102,400.

Borrower is able to satisfy program guidelines.

6. Property/Loan

Eligibility Criteria

Assistance will be provided to owner-occupied one-to four-family

Rhode Island properties and condominiums provided the original

mortgage was not greater than $729,750.

7. Program

Exclusions

Homeowner has cash reserves, non-retirement liquid assets,

exceeding $15,000.

8. Structure of

Assistance

Funds will be provided in the form of a zero-percent interest, nonrecourse, non-amortizing loan secured by the property and

forgivable at 20% per year over 5 years, if the homeowner fulfills

his or her obligations on a timely basis under the assistance

agreement. Borrowers who refinance, transfer title or sell the

property within the five-year period must repay the loan on a prorata basis provided there is sufficient equity from such refinance,

title transfer or sale. Recycled funds will be returned to the HHF

Program for additional use through December 31, 2017. After

December 31, 2017 all repayments will be returned to Treasury.

9. Per Household

Assistance

LMA will provide up to $25,000 to assist the borrower and lender to

achieve a loan modification and reinstatement assistance when

necessary.

In special circumstances, up to $50,000 in total HHF assistance

(when combining programs) may be available for targeted

homeowners who are at risk of foreclosure.

10. Duration of

Assistance

The duration of the assistance is determined by the individual need

of each eligible borrower. Assistance will be paid directly to the

existing servicer and may be distributed in a lump sum or on a

monthly basis until the maximum program amount is reached.

11. Estimated Number

of Participating

Households

700 households will be served

12. Program

Inception/Duration

The program began November 1, 2010 and will last until program

funds have been exhausted.
TAMPA/205201.1 B-6

13. Program

Interactions with

Other HFA

Programs

Additional aid may be available to eligible homeowners through

other HHFRI programs up to program limits.

14. Program

Interactions with

HAMP

Funds will be paid to the servicer through this program to help the

homeowner qualify for a modification for a minimum of 12 months

15. Program Leverage

with Other

Financial

Resources

This program is designed to complement and supplement HAMP,

Non-HAMP or other lender workout solutions.

16. Qualify as an

Unemployment

Program

 Yes  No
TAMPA/205201.1 B-7

SERVICE SCHEDULE B-2

Rhode Island Housing’s

Temporary and Immediate Homeowner Assistance (TIHA)

Summary Guidelines

1. Program Overview The Temporary and Immediate Homeowner Assistance (TIHA) can

provide up to $25,000 for partial or full reinstatement or other

mortgage related default assistance. Mortgage related default

assistance may help pay delinquent taxes, insurances and association

dues.

For homeowners who have experienced a temporary loss of income,

TIHA can also be used to provide supplemental mortgage payment

assistance provided that a minimum of 12 months mortgage

payment assistance can be offered.

In special circumstances, targeted homeowners who are at risk of

foreclosure may receive up to $50,000 assistance.

Targeted homeowners include:

 HHF-eligible homeowners age 62 and over

 HHF eligible homeowners who have a deed restricted property

and have received federal or state subsidies and are at risk of

foreclosure

 HHF-eligible owner-occupied multi-family property

homeowners who have experienced a loss of rental income that

has compromised their ability to afford their mortgage payment

 HHF-eligible homeowners who have received FEMA or other

natural disaster assistance and still need assistance due to

extensive property damage

 HHF-eligible homeowners who are deployed members of the

US Armed Forces or those discharged within the last 12 months

(includes enlisted personnel in all regular and reserve units of

the Army, Navy, Air Force, Marines and Coast Guard).

There are many situations where payments made by or on behalf of

the borrower toward the first mortgage are not sufficient to prevent

an avoidable foreclosure. These include, but are not limited to,

situations where a borrower has had a temporary loss of income or

increase in expenses that have created a first mortgage delinquency

or another delinquency that has or may result in a default under the

first mortgage, which, if not cured, may result in foreclosure. This
TAMPA/205201.1 B-8

situation could arise even when the borrower’s current income may

be sufficient to pay the first mortgage going forward. There are also

situations where the borrower needs temporary supplemental

mortgage payment assistance for the borrower and lender to agree

on a mortgage modification. This is frequently the result of a

temporary interruption in or reduction of employment.

As such, these funds can be used by homeowners who may or may

not qualify for permanent modifications. Funding can be used to

address:

 insufficient income caused by a temporary interruption or a

reduction in employment

 insufficient equity

 delinquent mortgage payments including escrows

 escrow shortage payments

 payment of non-escrowed taxes or insurances

 satisfaction of delinquent condo or planned unit development

(PUD) homeowners association dues and special assessments

 satisfaction of subordinate liens, superior real estate tax liens or

other liens related to the property

2. Program Goals To help a homeowner avoid foreclosure when faced with temporary

or immediate crisis.

3. Target

Population/Areas

An analysis of all Rhode Island cities and towns reveals that the

twelve communities with the highest rates of mortgage

delinquencies and foreclosures are also among the communities with

the highest unemployment rates. Using a combination of the

number of delinquencies and the number of unemployed, it is

estimated that 70% of all Hardest-Hit funds will be spent in these

twelve communities. Thirty-one of the thirty-nine communities in

Rhode Island experienced an unemployment rate of 12% or higher

in January of 2010, representing 85.45% of the state’s population.

Therefore, we anticipate that 85% of all Hardest-Hit funding will be

targeted to communities with unemployment rates of greater than

12%.

4. Program Allocation

(Excluding

Administrative

Expenses)

$10,000,000.00

5. Borrower

Eligibility Criteria

Reinstatement Assistance:

TIHA provides one-time lump sum mortgage reinstatement

or other mortgage default assistance for eligible

homeowners.
TAMPA/205201.1 B-9

Borrower must demonstrate that the hardship resulted in a

housing debt-to-income ratio greater than 31% and caused

the delinquency.

When TIHA is used in conjunction with LMA and a “cash

flow analysis” method is used to determine LMA eligibility,

the LMA eligibility test will apply to eligibility for TIHA

assistance.

The monthly mortgage payment includes principal, interest,

property taxes, hazard insurance, mortgage insurance, flood

insurance, condominium association fees and other

homeowner association fees, as applicable, regardless of

whether these expenses are included in the borrowers current

mortgage payment. It also includes any escrow payment

shortage amounts that are subject to a repayment plan. The

monthly mortgage payment does not include payments due to

holders of subordinate liens.

Homeowners with total debt-to-income ratios in excess of

55% will be referred to a HUD-approved counseling agency

for debt management services. The costs of such counseling

or services shall not be paid with HHF funds.

Supplemental Mortgage Payment Assistance:

TIHA provides supplemental mortgage payment assistance

for eligible homeowners who have experienced a temporary

loss of income.

Borrower must demonstrate that the temporary loss of

income resulted in a housing debt-to-income ratio greater

than 31%.

When TIHA is used in conjunction with LMA and a “cash

flow analysis” method is used to determine LMA eligibility,

the LMA eligibility test will apply to eligibility for TIHA

assistance.

The monthly mortgage payment includes principal, interest,

property taxes, hazard insurance, mortgage insurance, flood

insurance, condominium association fees and other

homeowner association fees, as applicable, regardless of

whether these expenses are included in the borrowers current

mortgage payment. It also includes any escrow payment

shortage amounts that are subject to a repayment plan. The
TAMPA/205201.1 B-10

monthly mortgage payment does not include payments due

to holders of subordinate liens.

When TIHA is used as supplemental mortgage payment

assistance the term cannot exceed 60 months or $25,000

whichever is reached first. Homeowners receiving

supplemental payment assistance will be required to

contribute to their contractual monthly mortgage payment.

Homeowners monthly payment contribution will be

determined according to household income as stated below:

Gross Annual

Household Income

Monthly Mortgage Payment

Contribution

<$36,000 $250

$36,000 to $59,999 $500

$60,000 to $69,999 $750

>70,000 31% of gross monthly household income

Homeowners with total debt-to-income ratios in excess of

55% will be referred to a HUD-approved counseling agency

for debt management services. The costs of such counseling

or services shall not be paid with HHF funds.

All homeowners will be required to complete a Hardship Affidavit.

Homeowner must be able to document the reason for the hardship.

A hardship is defined as an uncontrollable increase in expenses

(excluding consumer debt) or an uncontrollable decrease in income

that has placed the homeowner at risk of foreclosure.

Examples of a hardship include: underemployment, reduction of

income, unemployment, death or disability in family, unforeseen

medical expense, costly home repairs necessary for habitability or

an extended loss of rental income due to an inability to secure a

tenant. A loss of home value does not, unto itself, constitute a

financial hardship, but may be considered to be a contributing factor

in the evaluation of the request for assistance.

Borrowers with a gross annual household income of $50,000 or less

and a housing debt-to-income ratio greater than 35% are considered

to have a qualified hardship. No further hardship test is applicable in

these circumstances.

Rhode Island’s Mortgage Revenue Bond income limits apply to all

assistance programs. These eligibility limits are based on current

income and family size. They are generally up to 140% of area

median income. Currently, one or two person households can earn
TAMPA/205201.1 B-11

up to $87,800. Households of three or more can earn up to

$102,400.

Borrower is able to satisfy program guidelines.

6. Property/Loan

Eligibility Criteria

Assistance will be provided to owner-occupied one-to four-family

Rhode Island properties and condominiums provided the original

mortgage was not greater than $729,750.

7. Program

Exclusions

Homeowner has cash reserves, non-retirement liquid assets,

exceeding $15,000.

8. Structure of

Assistance

Funds will be provided in the form of a zero-percent interest, nonrecourse, non-amortizing loan secured by the property and

forgivable at 20% per year over 5 years, if the homeowner fulfills

his or her obligations on a timely basis under the assistance

agreement. Borrowers who refinance, transfer title or sell the

property within the five-year period must repay the loan on a prorata basis provided there is sufficient equity from such refinance,

title transfer or sale. Recycled funds will be returned to the HHF

Program for additional use through December 31, 2017. After

December 31, 2017 all repayments will be returned to Treasury.

9. Per Household

Assistance

The amount of assistance under TIHA is up to $25,000 per

household.

In special circumstances, up to $50,000 in total HHF assistance

(when combining programs) may be available for targeted

homeowners who are at risk of foreclosure.

10. Duration of

Assistance

The duration of the assistance is determined by the individual need

of each eligible borrower. Assistance will be paid directly to the

existing servicer, taxing authority or lien holder, and may be

distributed in a lump sum or on a monthly basis until the maximum

program amount is reached.

11. Estimated Number

of Participating

Households

400 households will be served

12. Program

Inception/Duration

November 1, 2010 until program funds are exhausted

13. Program

Interactions with

Other HFA

Programs

Additional aid may be available to eligible homeowners through

other HHFRI programs up to program limits.

14. Program

Interactions with

HAMP

This program does not interact with HAMP.
TAMPA/205201.1 B-12

15. Program Leverage

with Other

Financial

Resources

None.

16. Qualify as an

Unemployment

Program

 Yes  No
TAMPA/205201.1 B-13

SERVICE SCHEDULE B-3

Rhode Island Housing’s

Moving Forward Assistance

Summary Guidelines

1. Program Overview The Moving Forward Assistance Program (MFA) will provide

eligible homeowners who can no longer afford to stay in their

home with up to $10,500 to assist in the transition.

The MFA assistance can be used to facilitate a short sale or

deed in lieu of foreclosure and/or assist with moving and

relocation expenses. Eligible homeowners can receive up to a

$2,000 allowance to pay for moving and relocation expenses

and up to $8,500 towards satisfaction of a subordinate lien to

facilitate a short sale/deed-in-lieu. Moving and relocation

expenses may be disbursed directly to eligible homeowners.

Moving and relocation expenses above this amount will be paid

when documented. The total amount available for facilitation of

short sale/deed in lieu plus moving expenses cannot exceed

$10,500. When MFA funds are used to encourage a short sale

or satisfy other real estate liens the amount cannot exceed the

amount of the lender charge-off.

MFA assistance is available to homeowners who resided in the

property within one of the following time frames: (i) within six

(6) months of application for HHF assistance, or (ii) within

ninety (90) days prior to the property having been listed as a

short sale. In no case shall MFA assistance be provided where

the short sale or deed-in-lieu transaction has occurred prior to

the disbursement of assistance.

In addition, up to $50,000 in total assistance may be available

to facilitate a short sale or deed in lieu of foreclosure for

homeowners of targeted affordable properties that are at risk of

foreclosure.

Targeted homeowners are:

 HHF-eligible homeowners who have a deed restricted

property and have received federal or state subsidies and

are at risk of foreclosure.
TAMPA/205201.1 B-14

 HHF-eligible homeowners who are deployed members

of the US Armed Forces or those discharged within the

last 12 months (includes enlisted personnel in all regular

and reserve units of the Army, Navy, Air Force, Marines

and Coast Guard).

In some circumstances the best outcome for borrower, lender

and community may be for the borrower to relinquish the

property in an orderly process. MFA assistance can take the

form of a contribution to the primary or secondary lender to

help facilitate a short sale or deed in lieu of foreclosure. It could

also be used to provide the borrower relocation assistance

including a security deposit/first and last months rent, moving

expenses, or utility deposit MFA assistance could be used to

satisfy subordinate or superior real estate tax liens against the

real estate that prevent the homeowner from transferring clear

title. These liens may include mechanics liens, defects,

inheritance taxes, water fees, fire district or sewer fees, condo

fees, PUD lien sale or other legal encumbrances on the property

or to satisfy judgments or loan deficiency balances resulting

from a short sale.

2. Program Goals Rhode Island Housing envisions that these monies would be

used to complement other federal or lender programs designed

specifically to stabilize communities by providing assistance to

borrowers who have suffered a financial hardship and as a

result are no longer financially able to stay in their home.

3. Target

Population/Areas

An analysis of all Rhode Island cities and towns reveals that the

twelve communities with the highest rates of mortgage

delinquencies and foreclosures are also among the communities

with the highest unemployment rates. Using a combination of

the number of delinquencies and the number of unemployed, it

is estimated that 70% of all Hardest-Hit funds will be spent in

these twelve communities. Thirty one of the thirty nine

communities in Rhode Island experienced an unemployment

rate of 12% or higher in January of 2010, representing 85.45%

of the state’s population. Therefore, we anticipate that 85% of

all Hardest-Hit funding will be targeted to communities with

unemployment rates of greater than 12%.

4. Program Allocation

(Excluding

Administrative

Expenses)

$3,500,000.00
TAMPA/205201.1 B-15

5. Borrower

Eligibility Criteria

Borrower must be able to document the reason for the hardship

and will be required to complete a Hardship Affidavit.

A hardship is defined as an uncontrollable increase in housing

expense or an uncontrollable decrease in income that has placed

the homeowner at risk of foreclosure. Examples of a hardship

include: underemployment, reduction of income,

unemployment, death or disability in family, unforeseen

medical expense, and costly home repairs necessary for

habitability. A loss of home value does not, unto itself,

constitute a financial hardship, but may be considered to be a

contributing factor in the evaluation of the request for

assistance.

Borrowers with a gross annual household income of $50,000 or

less and a housing debt-to-income ratio greater than 35% are

considered to have a qualified hardship. No further hardship test

is applicable in these circumstances.

Rhode Island’s Mortgage Revenue Bond income limits apply to

all assistance programs. These eligibility limits are based on

current income and family size. They are generally up to 140%

of area median income. Currently, one or two person

households can earn up to $87,800. Households of three or

more can earn up to $102,400.

Borrower is able to satisfy program guidelines.

6. Property/Loan

Eligibility Criteria

Assistance will be provided to owner-occupied one-to fourfamily Rhode Island properties and condominiums provided the

original mortgage was not greater than $729,750.

7. Program

Exclusions

Homeowner has cash reserves, non-retirement liquid assets,

exceeding $15,000.

8. Structure of

Assistance

None, funds are provided to eligible homeowners as a nonrecoverable grant.

9. Per Household

Assistance

Assistance under this program will be limited up to $10,500 per

family to facilitate a short sale or deed in lieu of foreclosure

and/or to assist the homeowner with relocation.

In special circumstances, up to $50,000 in total HHF assistance

(when combining programs) may be available for targeted

homeowners who are at risk of foreclosure.

10. Duration of

Assistance

Participation in this program is a one-time payment.
TAMPA/205201.1 B-16

11. Estimated Number

of Participating

Households

350 households will be served

12. Program Inception/

Duration

November 1, 2010 until program funds have been exhausted

13. Program Leverage

/Interactions with

Other HFA

Programs

MFA can provide assistance, up to the household cap, if a

homeowner has used other HHF programs and subsequently

can no longer afford to stay in the home.

14. Program

Interactions with

HAMP

MFA can provide assistance, up to the household cap, if a

homeowner has obtained a HAMP or other HHF program

assistance and subsequently can no longer afford to stay in the

home.

15. Program Leverage

with Other

Financial

Resources

Rhode Island Housing intends to leverage its current emergency

and rental assistance programs which include

www.homelocatorri.net and other relocation services which

include Homeless Protection and Rapid Placement (HPRP) and

Road Home Emergency Housing Assistance.

16. Qualify as an

Unemployment

Program

 Yes  No
TAMPA/205201.1 B-17

SERVICE SCHEDULE B-4

Rhode Island Housing

Mortgage Payment Assistance - Unemployment Program (MPA-UP)

for Unemployed and/or Underemployed Homeowners

Summary Guidelines

1. Program Overview The Mortgage Payment Assistance - Unemployment Program

(MPA-UP) will provide up to $25,000 in assistance to help

stabilize unemployed and/or underemployed homeowners.

MPA-UP assistance may be used to pay partial mortgage and

mortgage-related expenses until the maximum household

assistance amount is reached or the homeowner returns to work.

MPA-UP funds may also be used for partial and or full

reinstatement assistance or other mortgage related default

assistance provided that a minimum of 12 months mortgage

payment assistance can be offered.

Mortgage related default assistance may help pay delinquent

taxes, insurances and association dues.

Monthly mortgage payment assistance term cannot exceed 60

months or $25,000 whichever is reached first.

Homeowners monthly payment contribution will be determined

according to household income as stated below:

Gross Annual Household

Income

Monthly Payment Contribution

<$36,000 $250

$36,000 to $59,999 $500

$60,000 to $69,999 $750

>70,000 31% of gross monthly household income

The homeowner may continue receiving assistance for up to 2

months after reemployment as long as the program household

assistance limit has not been reached. Assistance funds will be

paid directly to the lender/servicers. Rhode Island Housing or its

designee will collect the homeowner’s portion of the payment.

Assistance funds will be paid directly to the lender/servicers.

MPA-UP assistance may be used to make ongoing partial

mortgage payments and related expenses such as:

 Escrows
TAMPA/205201.1 B-18

 Taxes and insurance

 Condo association fees

This Program will work as both a stand alone program or to

complement other HHFRI programs. Homeowners may receive

assistance from one or more HHFRI Programs up to the

maximum total benefit amount for which the homeowner

qualifies.

2. Program Goals To assist unemployed and/or underemployed homeowners to

remain in their homes and make on-time, monthly payments on

their mortgages during their hardship so that they may avoid

delinquency and foreclosure; and to help stabilize homeowners

so that they can obtain a sustainable loan modification, if

necessary, after they have regained full employment.

3. Target Population /

Areas

An analysis of all Rhode Island cities and towns reveals that the

twelve communities with the highest rates of mortgage

delinquencies and foreclosures are also among the communities

with the highest unemployment rates. Using a combination of

the number of delinquencies and the number of unemployed, it

is estimated that 70% of all Hardest-Hit funds will be spent in

these twelve communities. Thirty-one of the thirty-nine

communities in Rhode Island experienced an unemployment

rate of 12% or higher in January of 2010, representing 85.45%

of the state’s population. Therefore, we anticipate that 85% of

all Hardest-Hit funding will be targeted to communities with

unemployment rates of greater than 12%.

4. Program Allocation

(Excluding

Administrative

Expenses)

$34,282,743.00

5. Borrower Eligibility

Criteria

Eligible borrowers are unemployed or underemployed

homeowners, who through no fault of their own, are unable to

make their mortgage payments and are at risk of imminent

default or foreclosure, as specified in the program guidelines.

Borrowers will be required to provide a financial hardship

affidavit with appropriate documentation on the cause of their

unemployment or underemployment. Unemployment will be

verified by obtaining a copy of the homeowner’s unemployment

benefit rate decision letter and copies of 2 months bank

statements to verify the unemployment direct deposit, or by

automated verification through the Rhode Island Department of

Labor and Training (DLT).
TAMPA/205201.1 B-19

If information from DLT is unavailable, a letter or other written

verification from the former employer indicating job loss was

not the fault of the borrower will serve as a substitute.

Eligible borrowers must have monthly mortgage payments that

are greater than 31% of their gross monthly household income

or have a gross annual household income equal to or less than

$36,000.

All eligible borrowers must be able to document the

unemployment hardship that has placed them at risk of

imminent default or foreclosure.

Household income must be fully documented and verifiable,

income limits apply based on borrowers household gross annual

income and family size. Rhode Island’s Mortgage Revenue

Bond income limits apply to all assistance programs. These

eligibility limits are based on the current income and family

size. Currently, one or two person households can earn up to

$87,800. Households of three or more can earn up to $102,400.

Self-employed borrowers will be required to document loss of

business and income and submit appropriate documentation.

Homeowner will be required to contribute to their contractual

monthly mortgage obligation. They must make their portion of

the mortgage payment as directed by Rhode Island Housing or

its designee, on time; and must actively seek reemployment

during the assistance period.

Borrower is able to satisfy program guidelines.

6. Property / Loan

Eligibility Criteria

Assistance will be provided to owner-occupied one-to fourfamily Rhode Island properties and condominiums provided the

original mortgage was not greater than $729,750.

7. Program Exclusions Homeowner has cash reserves, non-retirement liquid assets,

exceeding $15,000.

8. Structure of Assistance Funds will be provided in the form of a zero-percent interest,

non-recourse, non-amortizing loan secured by the property and

forgivable at 20% per year over 5 years, if the homeowner

fulfills his or her obligations on a timely basis under the

assistance agreement. Borrowers who refinance, transfer title or

sell the property within the five-year period must repay the loan

on a pro-rata basis provided there is sufficient equity from such

refinance, title transfer or sale. Recycled funds will be returned
TAMPA/205201.1 B-20

to the HHFRI Program for additional use through December 31,

2017. After December 31, 2017, all remaining and recaptured

funds will be returned to Treasury.

9. Per Household

Assistance

The amount of assistance under MPA-UP is up to $25,000 per

household.

In special circumstances, up to $50,000 in total HHF assistance

(when combining programs) may be available for targeted

homeowners who are at risk of foreclosure.

10. Duration of Assistance The duration of the assistance is determined by the individual

need of each eligible borrower up to the maximum household

limit. The homeowner may continue receiving assistance for up

to 2 months after reemployment as long as the program

household limit has not been reached.

Assistance will be paid directly to the existing servicer,

municipality, association, insurer or lien holder and may be

distributed in a lump sum or on a monthly basis until the

maximum program amount is reached.

11. Estimated Number of

Participating

Households

Based on the allocation of funds it is anticipated that

approximately 1,371 households will receive up to $25,000. It

is estimated that 1,000 of these households may receive

additional assistance through other HHFRI programs.

12. Program Inception /

Duration

December 1, 2010 until program funds have been exhausted

13. Program Interactions

with Other HFA

Programs

MPA-UP program provides up to $25,000 assistance and acts as

a gateway to other HHFRI programs.

MPA-UP program funds may be used in combination with other

HHFRI programs up to program limits.

14. Program Interactions

with HAMP

MPA-UP complements the federal HAMP-UP Program by

providing assistance to unemployed homeowners who do not

qualify for it. For those that do qualify for HAMP-UP, MPA-UP

assistance may precede a HAMP-UP forbearance or be used to

extend it.

15. Program Leverage with

Other Financial

Resources

There is no investor match required for this program. However,

lender/servicers must be willing to participate.

16. Qualify as an

Unemployment

Program

 Yes  No
TAMPA/205201.1 B-21

SERVICE SCHEDULE B-5

Principal Reduction Program

Hardest Hit Fund

Summary Guidelines

1. Program

Overview

In the current housing crisis, many borrowers have found themselves

owing more than their homes are worth (i.e. are “underwater”); there

is also growing evidence that these loans are more likely to default,

and that principal reduction may further the long-term sustainability

of a loan. This program, designed by Bank of America, provides

financial assistance, matched by the investor, to reduce the principal

balance of underwater mortgages. The assistance (up to $25,000) will

be matched on a dollar-for-dollar basis. Assistance will be provided

over a three-year period. Borrowers may access the program through

the HFA either directly or by referral from servicer (with HFA

approval).

2. Program Goals Leverage HHF dollars by reducing the principal balances of

“underwater mortgages” (specifically mortgages for which the markto-market LTV is greater than 115%) and provide financial assistance

to qualifying homeowners to remain in their homes during this period

of steep declines in value.

A reduction in principal can achieve desired income and loan-to-value

ratios that result in an affordable payment for a customer on the

existing mortgage loan or can be used in conjunction with a loan

modification.

3. Target

Population /

Areas

The target population includes customers whose loans are at least 60

days or more delinquent, where hardship is documented. The goal of

the program is to target and address the needs of a customer’s specific

situation in lieu of targeting certain regions or counties.

4. Program

Allocation

(Excluding

Administrative

Expenses)

$2,500,000.00

5. Borrower

Eligibility

Criteria

Generally consistent with HAMP Criteria

 At least 60 days delinquent or in imminent default

 Signed hardship affidavit, that complies with HAMP

 Low to Moderate Income – AMI <= 120% (based on 4 person

household; states to provide county income limits)
TAMPA/205201.1 B-22

6. Property/Loan

Eligibility

Criteria

The property must be the customer’s principal residence; other

criteria include:

 Owner Occupied, Single Family 1-4 unit property

 First Lien, Purchase or Rate & Term Refinance

 Unpaid principal balance below $729,750

 Property not vacant or condemned

7. Program

Exclusions

Exclusions include:

 Mortgage is a Cash-out-Refinance

 Loan Originated after 1/1/2009

 LTV < 115%

 Notice of trustee sale has been recorded and the trustee sale is

scheduled within 7 days of date application received by

servicer.

8. Structure of

Assistance

Assistance will not be structured as a loan, since there is a dollar-fordollar match on assistance. Principal balance for qualifying

mortgages will be reduced in equal installments over a three year

period.

9. Per Household

Assistance

Up to $25,000 HHF dollars (not including investor match).

10. Duration of

Assistance

Three years.

11. Estimated

Number of

Participating

Households

100.

12. Program

Inception /

Duration

Approximately one to three years or until HHF funds are fully

utilized.

13. Program

Interactions

with Other HFA

Programs

Additional aid may be available to eligible homeowners under

Temporary and Immediate Homeowner Assistance (TIHA) and

Moving Forward Assistance (MFA) up to program limits.
TAMPA/205201.1 B-23

14. Program

Interactions

with HAMP and

other Programs

HHF / Investor principal reduction will be the first step in the

principal reduction assistance waterfall, prior to the HAMP

alternative waterfall (per the guidance contained within the MHA

Handbook) and any proprietary servicer programs. Borrower may

access this program after unemployment assistance, but must be able

to demonstrate their ability to sustain the modified mortgage.

15. Program

Leverage with

Other Financial

Resources

The applicable investor matches state contributed HHF principal

reduction funds on a dollar-for-dollar basis. Servicer waives certain

NSF and late charges.

16. Servicer

reporting to

HFA

The servicer will be able to identify all loans which received

assistance through a HHF program and provide the HFA updates on

the status of the loan (e.g. current/delinquent, foreclosure, short sale,

etc.) on a quarterly basis for a period of 12 months after assistance

ends.

17. Qualify as an

Unemployment

Program

 Yes  No