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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 – Mississippi]

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:

MISSISSIPPI HOME CORPORATION UNITED STATES DEPARTMENT OF THE 

TREASURY

By: /s/ Scott Spivey By:

Name: Scott Spivey Name: Mark McArdle

Title: Executive Director Title: Deputy Assistant Secretary for 

Financial Stability

ELIGIBLE ENTITY:

MISSISSIPPI HOME CORPORATION

By: /s/ Scott Spivey

Name: Scott Spivey

Title: Executive Director
EXHIBITS AND SCHEDULES

Schedule A Basic Information

Schedule B Service Schedules

Schedule C Permitted Expenses
A-1

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:

Name of the Eligible Entity: Mississippi Home Corporation 1

Corporate or other organizational form: public body corporate and politic, separate 

and apart from the State of Mississippi 

constituting a governmental instrumentality 

under the constitution and laws of the State 

of Mississippi.

Jurisdiction of organization: Mississippi

Notice Information:

HFA Information:

Name of HFA: Mississippi Home Corporation 1

Organizational form: public body corporate and politic, separate 

and apart from the State of Mississippi 

constituting a governmental instrumentality 

under the constitution and laws of the State 

of Mississippi.

Date of Application: September 1, 2010

Date of Action Plan: September 1, 2010

Notice Information:

Program Participation Cap: $144,291,701.00

Portion of Program Participation Cap 

Representing Original HHF Funds: $38,036,950.00

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $38,036,950.00

 1 References in the Agreement to the term “HFA” shall mean the Mississippi Home Corporation (“MHC”) 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 

MHC, in its capacity as Eligible Entity as such term is used in the Agreement. 
A-2

Rounds 1-4 Funding Allocation: $101,888,323.00

Round 5 Funding Allocation: $42,403,378.00

Permitted Expenses: $21,526,327.00

Closing Date: September 23, 2010

First Amendment Date: September 29, 2010

Second Amendment Date: December 16, 2010

Third Amendment Date: December 8, 2011

Fourth Amendment Date: January 25, 2012

Fifth Amendment Date: September 28, 2012

Sixth Amendment Date: April 25, 2013 

Seventh Amendment Date: September 20, 2013

Eighth Amendment Date: December 18, 2014

Ninth Amendment Date: September 29, 2015

Tenth Amendment Date: May 3, 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.
B-1

SERVICE SCHEDULE B-1

Mississippi Home Corporation

Home Saver Program

Summary Guidelines

1. Program Overview Mortgage Assistance Option. Mississippi Home Corporation 

(MHC) will offer its Home Saver Program (HSP) to borrowers 

that are unemployed or substantially underemployed, or that 

have experienced a death or divorce of a spouse that resulted in 

at least a 15% reduction in income. MHC will pay 100% of the 

monthly mortgage payment for up to twenty-four (24) months.

Borrowers that choose Mortgage Assistance Option are eligible 

for up to a total of $50,000 of arrearage assistance which must 

cover a minimum of twelve (12) months of mortgage payments 

or as specified in the HSP guidelines. A cap of $50,000 is the 

maximum amount permitted for the Mortgage Assistance 

Option. 

Reinstatement Option. Homeowners who have fallen behind on 

their mortgage and need help catching up, but who have 

recovered and can now sustain the mortgage can receive up to 

$50,000, which can be applied toward delinquent first mortgage 

payments, delinquent property taxes and any accrued escrow 

shortages. 

Unemployed, Underemployed and Self-employed borrowers 

will enter the HSP through the intake process of the housing 

counseling agencies. MHC will not limit the monthly mortgage 

payment amount per month, but will limit the total HSP 

assistance to $50,000. 

Borrowers experiencing a death or divorce of a spouse that 

resulted in at least a 15% reduction in income will enter the HSP 

through the intake process of the housing counseling agencies. 

MHC will not limit the monthly mortgage payment amount per 

month, but will limit the total HSP assistance to $50,000. The 

borrowers will not make any payments.

2. Program Goals The goal of the HSP is to provide borrowers the time necessary 

to improve their chances of finding a job that pays them enough 

to cover their monthly mortgage payments.

3. Target Population / 

Areas

The HSP will allow borrowers in distressed counties, those with 

unemployment rates above 11.4% (Mississippi’s June 2010 
B-2

average unemployment rate) to receive up to 6 additional 

months of monthly mortgage payment assistance. Distressed 

counties account for 79%, or 65 of Mississippi’s 82 counties.

4. Program Allocation 

(Excluding 

Administrative 

Expenses)

$122,765,374.00

5. Borrower Eligibility 

Criteria

• The borrower must have a monthly mortgage payment that 

they cannot afford due to unemployment or a reduction in 

income due to underemployment that can be documented, as 

specified in the HSP guidelines. All borrowers are required 

to submit a hardship affidavit documenting inability to pay 

their mortgage.

• Job loss, death, or divorce of a spouse that resulted in at least 

a 15% reduction in income had to occur on or after January 

1, 2008.

• Mortgage must have been made prior to hardship for 

borrowers applying for HSP funds except if borrower is 

seeking to use HAMP UP program, where mortgage must 

have been closed prior to January 1, 2009.

• The unemployed borrower must be eligible to receive or 

have exhausted unemployment compensation from the 

Mississippi Department of Employment Security (MDES) or 

the unemployment insurance fund in another state. 

• Self-employed borrowers must be eligible to receive or have 

exhausted unemployment compensation from MDES, or be 

able to document loss of income, as specified in the HSP 

guidelines. 

• Borrowers experiencing a death or divorce of a spouse that 

resulted in at least a 15% reduction in income must provide a 

legally recognized death certificate or divorce decree.

• The borrower must be a resident of the State of Mississippi.

• File underwriting will be performed by a third party firm 

under contract with MHC. The firm will review applications 

and make a recommendation to MHC about eligibility.

6. Property / Loan 

Eligibility Criteria

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

• The property must be occupied as the borrower’s primary 
B-3

residence.

• The property must be a single-family, one- to five-unit 

dwelling, condominium or townhome, must be classified as 

real estate and affixed on a permanent foundation if a 

manufactured or mobile home.

• Mortgage must have been made prior to hardship for 

borrowers applying for HSP funds except if borrower is 

seeking to use HAMP UP program, where mortgage must 

have been closed prior to January 1, 2009. 

• The unpaid principal balance of first mortgage must not be 

greater than $271,000. 

• Members of the U.S. Armed Forces who have experienced 

any drop in income due to deployment. 

7. Program Exclusions • Although a borrower with a second mortgage may be 

eligible for HSP, HSP payments will only be made towards 

the first mortgage.

• Borrowers in active bankruptcy.

• Seasonal workers.

• Servicers that are not a state- or federally-regulated financial 

institution. (effective with applications after 8/09/2011). 

8. Structure of Assistance The HSP will be made available as assistance in the form of a 

five-year, 0% interest, non-recourse, non-amortizing, 

subordinate loan, secured by a junior lien recorded against the 

property, where 20% of the principal will be forgiven each year 

so long as the eligible borrowers continue to occupy the house 

as their primary residence and meet all terms and conditions of 

the loan. This loan will only be repayable if the borrower sells 

the property before the period expires and there is sufficient 

equity to pay the loan. All funds returned to the HSP will be 

returned to the program in accordance with the Agreement. 

9. Per Household 

Assistance

The estimated median amount that the typical borrower will 

receive is $33,989.64. The maximum amount of assistance that a 

borrower can receive from the HSP is $50,000.

10. Duration of Assistance In non-distressed counties, borrowers can receive: 1) a one-time 

payment for arrearage accumulated during the period of 

unemployment or substantial underemployment, not to exceed 
B-4

the maximum assistance the borrower is eligible for; and 2) up 

to twenty-four (24) months of monthly mortgage payment 

assistance. In distressed counties, borrowers can receive: 1) a 

one-time payment of arrearage accumulated during the period of 

unemployment or substantial underemployment, not to exceed 

the maximum assistance the borrower is eligible for; 2) up to 

twenty-four (24) months of monthly mortgage payment 

assistance; and; 3) up to six (6) additional months for extended 

job search.

Assistance will end when: 1) the HSP term ends; 2) the eligible 

borrower becomes able to resume payments; 3) the eligible 

borrower sells or abandons the property; 4) the eligible borrower 

exhausts the $50,000 maximum assistance amount before the 

term ends, or; 5) an unanticipated event occurs deeming the 

eligible borrower or the property ineligible to receive assistance, 

i.e., death or fire. 

11. Estimated Number of 

Participating 

Households

The HSP will assist approximately 5,292 borrowers.

12. Program Inception / 

Duration

MHC will launch a pilot program within thirty (30) days after 

approval from the Treasury, and the full program within one 

hundred twenty (120) days after approval. The HSP will be 

available to offer assistance through December 31, 2020 or until 

funds are exhausted.

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs)

MHC expects that some borrowers will come out of the National 

Foreclosure Mitigation Counseling program, which program is 

not funded with HHF funds. 

14. Program Interactions 

with HAMP

Borrowers will still be eligible for HSP funds if eligible under 

HAMP UP. HSP assistance will be available to borrowers 

preceding or following UP assistance.

15. Program Leverage with 

Other Financial 

Resources

MHC will not solicit matching funds for the HSP due to the 

short time frame required to submit the HHF application.
C-1

SCHEDULE C

Permitted Administrative Expenses

Mississippi

One-time / Start-Up Expenses:

Initial Personnel $15,000.00

Building, Equipment, Technology $0.00

Professional Services $20,500.00

Supplies / Miscellaneous $0.00

Marketing /Communications $9,973.00

Travel $0.00

Website development /Translation $50,000.00

Contingency $50,017.00

Subtotal $145,490.00

Operating / Administrative 

Expenses:

Salaries

$7,948,000.00

Professional Services (Legal, 

Compliance, Audit, Monitoring)

$2,238,837.00

Travel

$48,000.00

Buildings, Leases & Equipment

$62,000.00

Information Technology & 

Communications

$1,367,000.00

Office Supplies/Postage and 

Delivery/Subscriptions

$57,000.00

Risk Management/ Insurance $0.00

Training

$13,000.00

Marketing/PR 

$684,000.00

Miscellaneous

$512,000.00

Subtotal 

$12,929,837.00
C-2

Transaction Related Expenses:

Recording Fees

$354,000.00

Wire Transfer Fees

Counseling Expenses

File Intake 

$1,131,000.00

Decision Costs

$1,923,000.00

Successful File 

$1,367,000.00

Key Business Partners On-Going

$3,676,000.00

Subtotal $8,451,000.00

Grand Total $21,526,327.00

% of Total Award 14.92%

Award Amount $144,291,701.00