TAMPA/134305.1 

FIRST AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

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

Agreement (the “First Amendment”) is entered into as of the date set forth on Schedule A-1

attached hereto as the 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 to the Original HPA (defined below) (“HFA”) and 

the undersigned institution designated as Eligible Entity whose description is set forth in 

Schedule A attached to the Original HPA (“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 thereto 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, pursuant to the Original HPA, Treasury purchased a Financial Instrument from 

Eligible Entity (the “Original Financial Instrument”) on the Closing Date; 

WHEREAS, Treasury and Eligible Entity desire to amend certain terms of the Original Financial 

Instrument; 

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 Original HPA to the “Agreement” shall mean the 

Original HPA, as amended by this First Amendment; all references in the Original HPA to 

the “Financial Instrument” shall mean the Amended and Restated Financial Instrument in the 

form attached to this First Amendment as Exhibit A. All references herein to the “HPA” 

shall mean the Original HPA, as amended by this First Amendment. 

B. Exhibit A. Exhibit A attached to the Original HPA is hereby deleted in its entirety 

and replaced with Exhibit A attached to this First Amendment. 
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TAMPA/134305.1 

2. Substitution of Financial Instrument

Eligible Entity shall deliver to Treasury on the date hereof an Amended and Restated 

Financial Instrument in the form attached to this First Amendment as Exhibit A. By 

executing this First Amendment, Treasury, HFA and Eligible Entity authorize The Bank 

of New York Mellon to cancel the Original Financial Instrument against delivery of such 

Amended and Restated Financial Instrument and direct The Bank of New York Mellon to 

return the cancelled Original Financial Instrument to (or at the direction of) the Eligible 

Entity. 

3. 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 First Amendment, the Amended and Restated Financial Instrument and 

any other closing documentation delivered to Treasury in connection with this First 

Amendment or the Amended and Restated Financial Instrument, and to perform its 

obligations hereunder and thereunder. 

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

First Amendment and any other closing documentation delivered to Treasury in 

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

thereunder. 

4. Miscellaneous

A. The recitals set forth at the beginning of this First 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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TAMPA/134305.1 

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 First 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 

First Amendment and the Amended and Restated Financial Instrument shall be treated as 

originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 
[Signature Page to First Amendment to Commitment to Purchase Financial Instrument and HFA Participation Agreement – Arizona] 

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

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

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

STATE OF ARIZONA, ARIZONA 

DEPARTMENT OF HOUSING 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Carol Ditmore By: 

Name: Carol Ditmore for 

Michael Trailor 

Name: Herbert M. Allison, Jr. 

Title: Director Title: Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

ARIZONA HOME FORECLOSURE 

PREVENTION FUNDING CORPORATION 

By: /s/ Carol Ditmore 

Name: Carol Ditmore for 

Michael Trailor 

Title: Chairman/Executive Director 

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

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

Instrument and HFA Participation Agreement as ofthe Amendment Date.

HFA:

STATE OF ARIZONA, ARIZONA

DEPARTMENT OF HOUSING

By:

Name:

Title:

ELIGIBLE ENTITY:

ARIZONA HOME FORECLOSURE

PREVENTION FUNDING CORPORATION

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 First Amendment to Commitment to Purchase Financial Instrument and HFA Participation Agreement - Arizona]
TAMPA/134305.1 

EXHIBITS AND SCHEDULES

Exhibit A Form of Amended and Restated Financial Instrument 

Schedule A-1 Amendment Date 
TAMPA/134305.1 

EXHIBIT A

FORM OF AMENDED AND RESTATED FINANCIAL INSTRUMENT

This Amended and Restated Financial Instrument is delivered by the undersigned party 

(“Eligible Entity”) as provided in Section 1 of the Commitment to Purchase Financial Instrument 

and HFA Participation Agreement dated as of the Effective Date, as modified by that certain 

First Amendment to Commitment to Purchase Financial Instrument and HFA Participation 

Agreement, dated as of the Amendment Date (together, the “Agreement”), by and among the 

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

Agreement (“HFA”) and Eligible Entity. This Amended and Restated Financial Instrument is 

effective as of the Amendment Date. All of the capitalized terms that are used but not defined 

herein shall have the meanings ascribed to them in the Agreement. 

Recitals

WHEREAS, Eligible Entity executed and delivered that certain Financial Instrument dated as of 

the Effective Date to Treasury (“Original Financial Instrument”); 

WHEREAS, Treasury and Eligible Entity desire to amend certain terms of the Original Financial 

Instrument regarding repayment of the Purchase Price, which were clarified after the Closing 

Date and to provide consistent terms for all states receiving HHF Program funds; 

Accordingly, 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) of the Agreement. 

(b) This Amended and Restated 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” (which Purchase Price includes payments made by Treasury under the 

Original Financial Instrument). This Amended and Restated 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: 
TAMPA/134305.1 

(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 

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. Security 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 Amended and Restated 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 
TAMPA/134305.1 

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. 

7. Indemnification 

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

hereby incorporated into this Amended and Restated Financial Instrument by reference. 

IN WITNESS WHEREOF, Eligible Entity hereby executes this Amended and Restated Financial 

Instrument on the date set forth below. 

[INSERT FULL LEGAL NAME OF ELIGIBLE ENTITY] 

By: 

Name: 

Title: 

Date: ____________ __, 2010 
TAMPA/134305.1 

SCHEDULE A

AMENDMENT DATE

Amendment Date: September 23, 2010