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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.

HPA: TREASURY:
ALABAMA HOUSING FINANCE UNITED STATES DEPARTMENT OF THE
AUTHORITY TREASURY
By: By: Le pN

Name: Name: Timothy G. Massad

Title: Title: Assistant Secretary for

Financial Stability

ELIGIBLE ENTITY:

ALABAMA HOUSING FINANCE
AUTHORITY

By:
Name:
Title:

[Signature Page to Sixth Amendment to HPA — Alabama}


SERVICE SCHEDULE B-1

ALABAMA HOUSING FINANCE AUTHORITY

hay AA

HARDEST HIT

for Alabame’s Unemployed Homeowners

PROGRAM TERM SHEET
SUMMARY GUIDELINES

1. Program Overview

AHFA will administer HHF to subsidize 100 percent of an
eligible unemployed or underemployed homeowner’s current
monthly mortgage payments and all other mortgage-related
expenses (including subordinate liens, if applicable) during their
time of eligibility. The assistance will not exceed a total of
$15,000 per household.

Notwithstanding the foregoing, an eligible unemployed or
underemployed homeowner with a property located in a
Federally Declared Disaster County will be eligible for
assistance not to exceed a total of $25,000 per household. All
applications submitted on or before December 31, 2012 will be
eligible for these increased benefits.

Alabama’s HHF will provide payment not to exceed $7,500, to
a participating homeowner’s servicer(s) to bring the homeowner
current on his or her delinquent mortgage(s). If this maximum
amount that AHFA will provide does not exceed the total
amount needed to bring the homeowner current on all existing
mortgages, the homeowner must cover any shortfall. The
AHFA payment can cover principal, interest, fees,
escrow/impound expenses, delinquent taxes and/or escrow
shortage for taxes and insurance.

Interested homeowners will apply directly to AHFA via a
secure website monitored and maintained by AHFA staff.
Applications will be evaluated and approved by AHFA staff
members. Approved homeowners will be expected to submit
certain information documenting their employment status and
inability to pay their mortgage and supporting their mortgage
claims.

Once in the program, all homeowners will be expected to re-
certify their continued eligibility and residence in the home on a
monthly basis. HHF payments will be distributed to servicers
by AHFA on a monthly basis, contingent upon homeowner

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SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:
Name of the Eligible Entity:

Corporate or other organizational form:

Jurisdiction of organization:

Notice Information:

HEA Information:
Name of HFA:

Organizational form:

Date of Application:
Date of Action Plan:

Notice Information:

With copies to:

Alabama Housing Finance Authority!

a public corporation and instrumentality of
the State of Alabama, established and
existing under the Code of Alabama 1975
§24-1A-1 pursuant to Act No. 80-585 of the
Alabama Legislature

Alabama

Alabama Housing Finance Authority

a public corporation and instrumentality of
the State of Alabama, established and
existing under the Code of Alabama 1975 §
24-1A-1 pursuant to Act No. 80-585 of the
Alabama Legislature

August 31, 2010
September 1, 2010

Same as Notice Information for Eligible
Entity.

1 References in the Agreement to the term "HFA" shall mean the Alabama Housing Finance Agency ("AHFA") 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 AHFA, in its capacity as Eligible Entity as such term is used in the Agreement.

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EXHIBITS AND SCHEDULES
Schedule A Basic Information

Schedule B Service Schedules
Schedule C Permitted Expenses

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SCHEDULE B
SERVICE SCHEDULES

The Service Schedules attached as Schedule B to the Current HPA are hereby deleted in their entirety and
replaced with the attached Service Schedules (numbered sequentially as Service Schedule B-1, Service
Schedule B-2, et. seq.), which collectively comprise Schedule B to the HPA.

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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 and Third Amendment, the “Current HPA”), dated as of their
respective dates as set forth on Schedule A attached hereto, in connection with Treasury’s federal
housing program entitled the Housing Finance Agency Innovation Fund for the Hardest Hit
Housing Markets (the “HHF Program”), which was established pursuant to the Emergency
Economic Stabilization Act of 2008 (P.L. 110-343), as amended, as the same may be amended
from time to time (“EESA”);

WHEREAS, HFA and Eligible Entity submitted a request to Treasury to make certain revisions
to their Service Schedules and Permitted Expenses, as applicable, and Treasury has agreed to the
same;

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

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.

Sixth Amendment to HPA — Alabama
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homes, attached or detached, and manufactured housing
attached to real property. Existing mortgage loans on the
property must have an unpaid principal balance totaling no
more than $258,690. Mortgages must be originated by a
financial institution in the business of regularly originating
mortgage loans and the mortgage loans must be executed and
recorded prior to the homeowners unemployment.

7. Program Exclusions

Mortgage loans on second homes or investment properties will
not be eligible for HHF assistance.

8. Structure of Assistance

Homeowners receiving funds will execute a note and a
subordinate mortgage lien in favor of AHFA that will be
recorded in public records against the property. Loans will be
zero percent and non-amortizing.

Unless fraud is involved, loans originated between the pilot
program commencement and December 31, 2012, will be
forgiven over a five-year term at 20 percent per year. Loans
originated between January 1, 2013, and December 31, 2013,
will be forgiven over a four-year term at 24 percent per year.
Loans originated between January 1, 2014, and December 31,
2014, will be forgiven over a three-year term at 33.3 percent per
year. No loans will be originated after December 31, 2014. On
or before December 31, 2017, or such later date allowed by
Treasury, any remaining or recaptured funds will be returned to
Treasury.

Unless fraud is involved, loans will be repayable only if the
homeowner sells the property before the forgiveness period
expires and there is sufficient equity to pay all or part of the
unforgiven balance of the loan. Repaid HHF funds will be re-
invested back into new homeowner loans until December 31,
2014.

Ongoing monitoring, repayments and satisfactions will be
conducted through AHFA.

9. Per Household Assistance

Assistance not to exceed a total of $15,000 per household (or a
total of $25,000 per household for homes located in a Federally
Declared Disaster County).

AHFA will cover 100 percent of the household’s monthly
mortgage payments and all other mortgage-related expenses
(including principal, interest, fees, escrow/impound expenses,
delinquent taxes and/or escrow shortage for taxes and

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recertification and continued eligibility for unemployment
compensation (for both unemployed and underemployed).
Homeowners who receive unemployment compensation from
agencies outside of the State of Alabama must provide a copy of
a current awards letter and approved documentation to reflect
continued eligibility.

Monthly assistance, not to exceed a total of $15,000 per
household (or $25,000 per household for homes located in a
Federally Declared Disaster County), will continue for up to
two months (i) following the termination of borrower eligibility
or (ii) until the property ceases to be the borrower’s primary
residence and the borrower does not have the intention to,
and/or is not reasonably likely to, re-inhabit the property as
their primary residence.

2. Program Goals

Provide mortgage payment assistance to unemployed and
underemployed Alabama homeowners with a chance of
sustaining homeownership.

3. Target Population /
Areas

This program will assist low- to moderate-income families in
Alabama. AHFA does not anticipate targeting this assistance on
a geographic basis.

4. Program Allocation
(Excluding
Administrative Expenses)

$135,497,105.00

5. Borrower Eligibility
Criteria

Unemployed or underemployed Alabama homeowners who
have been declared eligible to receive state or federal
unemployment compensation benefits may apply for assistance.
Also, applicants must have a total annual household income of
less than 140 percent of the state median income. Based on the
current state median annual income of $55,400, the program’s
maximum annual income limit, as of June 2012, will be
$77,560. AHFA may change this income limit annually when
new income data becomes available from the U.S. Department
of Housing and Urban Development.

All homeowners will be required to provide a financial
Hardship Affidavit attesting to their inability to pay their
mortgage. HHF will be available to qualified homeowners on a
first-come, first-served basis.

6. Property / Loan
Eligibility Criteria

The homeowner must currently occupy or have the intention to
and be reasonably likely to re-inhabit, the property as their
primary residence, and the residence must be located within the
state of Alabama. Eligible structures include single-family

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Program Participation Cap:

Portion of Program Participation Cap
Representing Original HHF Funds:

Portion of Program Participation Cap
Representing Unemployment HHF Funds:

Permitted Expenses:

Closing Date:

First Amendment Date:
Second Amendment Date:
Third Amendment Date:
Fourth Amendment Date:
Fifth Amendment Date:

Sixth Amendment Date:

Eligible Entity Depository Account Information:

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$162,521,345.00

N/A

$ 60,672,471.00

$ 27,024,240.00

September 23, 2010

September 29, 2010

December 16, 2010

January 26, 2011

March 31, 2011

May 25, 2011

June 28, 2012

See account information set forth in the
Depository Account Control Agreement

between Treasury and Eligible Entity
regarding the HHF Program.


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

HFA:

ALABAMA HOUSING FINANCE
AUTHORITY

By:  /s/ Robert Strickland

Name: Robert Strickland
Title: Executive Director

ELIGIBLE ENTITY:

ALABAMA HOUSING FINANCE
AUTHORITY

By: — /s/ Robert Strickland

Name: Robert Strickland
Title: Executive Director

TREASURY:

UNITED STATES DEPARTMENT OF THE
TREASURY

By:

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

(Signature Page to Sixth Amendment to HPA — Alabama]


SCHEDULE C

PERMITTED EXPENSES
One-time / Start-Up Expenses:
Initial Personnel $1,146,126.00
Building, Equipment, Technology $668,463.00
Professional Services $199,914.00
Supplies / Miscellaneous $131,193.00
Marketing /Communications $346,726.00
Travel $12,494.00
Website development /Translation $50,000.00
Contingency $131,193.00
Subtotal $2,686,109.00
Operating / Administrative Expenses:
Salaries $7,320,690.00
Professional Services (Legal, Compliance,
Audit, Monitoring) $1,336,926.00
Travel $24,989.00
Buildings, Leases & Equipment $0.00
Information Technology & Communications $2,592,636.00
Office Supplies/Postage and
Delivery/Subscriptions $149,935.00
Risk Management/ Insurance $120,000.00
‘Training $0.00
Marketing/PR. $0.00
Miscellaneous $534,145.00
Subtotal $12,079,321.00
Transaction Related Expenses:
Recording Fees $693,452.00
Wire Transfer Fees $53,109.00
Counseling Expenses
File Intake $2,139,707.00
Decision Costs $0.00
Successful File $693,452.00
Key Business Partners On-Going $8,679,090.00
Subtotal $12,258,810.00
Grand Total | $27,024,240.00

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

Cc. Any provision of the HPA that is determined to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of the HPA, and no such
prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other
jurisdiction.

D. This 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]

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1.

Agreement
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.

Cc. 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.

Representations, Warranties and Covenants

A. HFA and Eligible Entity. HFA and Eligible Entity, each for itself, make the
following representations, warranties and covenants to Treasury and the truth and accuracy
of such representations and warranties and compliance with and performance of such
covenants are continuing obligations of HFA and Eligible Entity, each as to itself. In the
event that any of the representations or warranties made herein cease to be true and correct or
HFA or Eligible Entity breaches any of its covenants made herein, HFA or Eligible Entity, as
the case may be, agrees to notify Treasury immediately and the same shall constitute an
Event of Default under the HPA.

qd) HFA and Eligible Entity each hereby certifies, represents and warrants as of the
date hereof that each of the representations and warranties of HFA or Eligible Entity, as
applicable, contained in the HPA are true, correct, accurate and complete in all material
respects as of the date hereof. All covenants of HFA or Eligible Entity, as applicable,
contained in the HPA shall remain in full force and effect and neither HFA, nor Eligible
Entity is in breach of any such covenant.

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

Miscellaneous

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

-2-

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insurance) unless final payment amount exceeds the maximum
assistance available.

If the maximum amount that AHFA will provide (a total of
$7,500 per household) does not exceed the total amount needed
to bring the homeowner current on all existing mortgages, the
homeowner must cover any shortfall.

10. Duration of Assistance

HHF payments (excluding the amount needed to bring the
homeowner current) will be distributed to servicers by AHFA
on a monthly basis. Assistance including up to two months
following the termination of eligibility, or until the property
ceases to be the homeowner’s primary residence. Assistance
will last only as long as the maximum available amount (which
will be $15,000 or $25,000, as applicable covers 100 percent of
the household’s monthly mortgage payments. Assistance will
cease two months after eligibility to receive unemployment
compensation terminates, regardless of whether the maximum
available benefits have been received.

11. Estimated Number of 8,500
Participating
Households

12. Program Inception / The pilot program began on December 15, 2010, and funds
Duration became available statewide on February 2, 2011. AHFA

expects the initial funding allocation to be expended within
three years, though funds will be recycled until December 31,
2014.

13. Program Interactions
with Other HFA
Programs

AHFA has access to the largest concentration of low- to
moderate-income homeowners in Alabama with an in-house
servicing portfolio of 21,000 loans; we anticipate that a number
of existing AHFA customers will use HHF.

14. Program Interactions
with HAMP

This assistance can interact with any and all loan modification
programs, including HAMP, provided that the homeowner
meets the qualifications established by AHFA and Treasury for
HHF. HHF funds can be utilized before or after assistance from
HAMP UP.

Program

15. Program Leverage with | None.
Other Financial
Resources

16. Qualify as an MyYes ONo
Unemployment

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% of Total Award

16.63%

Award Amount

$162,521,345.00

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