Eighth Amendment to HPA — Washington, D.C. 

Doc#: US1:8815261v2

EIGHTH AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

This Eighth Amendment to Commitment to Purchase Financial Instrument and HFA 

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

Schedule A attached hereto as the Eighth 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”), and 

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

Instrument and HFA Participation Agreement (the “Second Amendment”), and 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”), as further amended by that certain Fifth Amendment to 

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

Amendment”), as further amended by that certain Sixth Amendment to Commitment to Purchase 

Financial Instrument and HFA Participation Agreement (the “Sixth Amendment”), and as further 

amended by that certain Seventh Amendment to Commitment to Purchase Financial Instrument 

and HFA Participation Agreement (the “Seventh Amendment”; and together with the Original 

HPA as amended thereby and by the First Amendment, Second Amendment, Third Amendment, 

Fourth Amendment, Fifth Amendment and Sixth 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 Eighth Amendment to 

document all approved modifications to the Service Schedules and Permitted Expenses, as 

applicable; 
 2 

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 Eighth Amendment; and all references in the 

Current HPA to Schedules A, B or C shall mean the Schedules A , B or C attached to this 

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

further amended by this Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Amendment and any other closing documentation delivered to 

Treasury in connection with this Eighth 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 

Eighth Amendment and any other closing documentation delivered to Treasury in 
 3 

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

thereunder. 

3. Miscellaneous 

A. The recitals set forth at the beginning of this Eighth 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. 

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 Eighth 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 Eighth Amendment shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 
[Signature Page to Eighth Amendment to HPA — Washington, D.C.] 

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

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

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

DISTRICT OF COLUMBIA HOUSING 

FINANCE AGENCY 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Harry D. Sewell By: 

Name: Harry D. Sewell Name: Timothy G. Massad 

Title: Executive Director and Chief 

 Executive Officer 

Title: Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

DISTRICT OF COLUMBIA HOUSING 

FINANCE AGENCY 

By: /s/ Harry D. Sewell 

Name: Harry D. Sewell 

Title: Executive Director and Chief 

 Executive Officer 

 
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: District of Columbia Housing Finance Agency1

Corporate or other organizational form: body corporate and instrumentality of the 

District of Columbia, organized and existing 

under and pursuant to the District of 

Columbia Housing Finance Agency Act, 

D.C. Law 2-135, as amended (D.C. Code, § 

42-2701.01 et. Seq.) 

Jurisdiction of organization: District of Columbia 

Notice Information: 

 

HFA Information: 

Name of HFA: District of Columbia Housing Finance Agency 

Organizational form: body corporate and instrumentality of the 

District of Columbia, organized and existing 

under and pursuant to the District of 

Columbia Housing Finance Agency Act, 

D.C. Law 2-135, as amended (D.C. Code, § 

42-2701.01 et. Seq.) 

Date of Application: September 1, 2010 

Date of Action Plan: September 1, 2010 

Notice Information: Same as Notice Information for Eligible 

Entity 

Program Participation Cap: $20,697,198.00 

Portion of Program Participation Cap 

 

1 References in the Agreement to the term "HFA" shall mean the District of Columbia Housing Finance Agency 

("DCHFA") 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 DCHFA, in its capacity as Eligible Entity as such term is used in the Agreement. 
 A-2 

Representing Original HHF Funds: N/A 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $ 7,726,678.00 

Permitted Expenses: $ 4,101,095.00

Closing Date: September 23, 2010 

First Amendment Date: September 29, 2010 

Second Amendment Date: December 16, 2010 

Third Amendment Date: March 31, 2011 

Fourth Amendment Date: May 25, 2011 

Fifth Amendment Date: October 28, 2011 

Sixth Amendment Date: March 29, 2012 

Seventh Amendment Date: December 14, 2012 

Eighth Amendment Date: September 20, 2013 

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. 
 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. 
 B-2 

 SERVICE SCHEDULE B-1 

District of Columbia Housing Finance Agency 

HOMESAVER PROGRAM 

Summary Guidelines 

1. Program Overview The HomeSaver Program will offer lump sum or ongoing 

monthly mortgage payments to unemployed and underemployed 

District of Columbia homeowners. Approved applicants who 

initiated an application before October 1, 2013 may receive up 

to fifteen (15) months of ongoing monthly assistance not to 

exceed $32,385 per household. Approved applicants who 

initiated an application on or after October 1, 2013 may receive 

up to twenty four (24) months of ongoing assistance not exceed 

$38,400 per household. 

The HomeSaver Program is made up of three components: 

• The LifeLine component will offer a one-time payment of 

up to six (6) months of mortgage delinquency, including 

100% of principal, interest, taxes, insurance (PITI), late fees, 

condo fees, etc. in order to bring the mortgage current. The 

LifeLine one-time payment amount is deducted from the 

total program cap of $32,385 (or $38,400 for applicants on 

or after October 1, 2013). Borrowers must be unemployed

and have received Unemployment Insurance (UI) benefits 

within six (6) months of application or be underemployed i) 

at a gross income of 75% or less of their pre-hardship 

income derived from employment, ii) at a gross income that 

is less than or equal to 120% of Area Median Income, and 

iii) at a gross monthly income such that the monthly 

mortgage payment (PITI) is greater than 38% of their gross 

monthly income in order to be eligible for LifeLine. 

• The Mortgage Assistance component will provide up to 

fifteen (15) months of payments equal to 100% of the 

monthly mortgage payment (PITI). Mortgage Assistance 

may include principal, interest, taxes, insurance (PITI), late 

fees, escrowed condo fees, etc. in order to keep the mortgage 

current. The Mortgage Assistance payment amounts are 

deducted from the total program cap of $32,385 (or $38,400 

for applicants on or after October 1, 2013). Borrowers must 

be unemployed and have received UI benefits within six (6) 

months of application or be underemployed i) at a gross 

income of 75% or less of their pre-hardship income derived 

from employment, ii) at a gross income that is less than or 
 B-3 

equal to 120% of Area Median Income, and iii) at a gross 

monthly income such that the monthly mortgage payment 

(PITI) is greater than 38% of their gross monthly income in 

order to be eligible for Mortgage Assistance. Mortgage 

Assistance will terminate upon the earlier of: (i) the end of 

the fifteen (15) month period or once the program cap of 

$32,385 is reached (twenty four (24) months and $38,400, 

respectively for applicants on or after October 1, 2013); (ii) 

the termination of UI payments due to re-employment 

(excluding re-employment that qualifies as 

underemployment, as described above), plus two (2) months; 

and (iii) upon the borrower’s failure to comply with the 

requirements of DOES for continuation of UI payments. 

• The Restore component will be available for program 

participants who need a one-time payment to “catch up” (up 

to fifteen (15) months of assistance, subject to the total 

program cap of $32,385) (twenty four (24) months and 

$38,400, respectively for applicants on or after October 1, 

2013), but who have sufficient resources to continue making 

timely, sustainable mortgage payments. The Restore 

component is for recently re-employed participants who 

have received unemployment benefits within six (6) months 

of application. Borrowers must have a gross income such 

that the monthly mortgage payment (PITI) is less than or 

equal to 38% of gross monthly income. Restore may include 

principal, interest, taxes, insurance (PITI), late fees, condo 

fees, etc. in order to bring the mortgage current. Borrower 

income shall be less than or equal to 120% of Area Median 

Income. 

Applicants will be referred to the HomeSaver Program after 

completion of an intake package to include: (1) proof of 

identity; (2) current statement of mortgage note; and (3) proof of 

receipt of UI payment(s) or satisfactory documentation of 

involuntary reduction in borrower gross income such that it is 

75% or less of the borrower’s pre-hardship income derived from 

employment. Intake packages will be reviewed by a U.S. 

Department of Housing and Urban Development (HUD) 

approved housing counseling agency and then forwarded to the 

HomeSaver Program for approval. 

2. Program Goals Foreclosure prevention – The primary goal of the HomeSaver 

Program is to prevent foreclosures that will erode the base of 

homeowners in the District of Columbia (the “District”), which 

already lags behind the national average in the rate of 
 B-4 

homeownership. Additionally, each applicant will work with a 

HUD approved housing counseling agency. 

Synergistic interaction - The DCHFA will partner with other 

organizations (i.e. DOES and the Urban Institute) to define the 

universe of potential candidates for the HomeSaver Program, 

perform outreach and intake and ultimately deliver timely 

assistance to prevent foreclosure. DOES is the District agency 

that administers the District’s UI and job training programs. 

The Urban Institute (the “Institute”) has conducted extensive 

research into housing issues in the District, including mortgage 

delinquencies and foreclosures. The Institute gathers data, 

conducts research, evaluates programs, offers technical 

assistance overseas, and educates Americans on social and 

economic issues — to foster sound public policy and effective 

government. 

Simplicity – The DCHFA will employ a HomeSaver Program 

design that seeks to minimize administrative costs, thereby 

maximizing the amount of dollars available for assistance. 

3. Target Population / 

Areas 

The HomeSaver Program will be District-wide. 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$16,596,103.00 

5. Borrower Eligibility 

Criteria 

Candidates for HomeSaver Program assistance will be those in 

the DOES database who have received UI payments within six 

(6) months from the date of application and District 

homeowners who have had an involuntary reduction 

in borrower gross income such that it is 75% or less of the 

borrower’s pre-hardship income derived from employment. 

Eligible program participants will be: 

• District homeowners; 

• homeowners residing in their primary residences; 

• homeowners as evidenced by the deed of trust; 

• unemployed borrowers who have received UI benefits 

within six (6) months of application (LifeLine and Mortgage 

Assistance) or; 

• underemployed borrowers who have had an involuntary 

reduction in borrower gross income such that it is 75% or 

less of the borrower’s pre-hardship income derived from 
 B-5 

employment, which reduction occurred after the origination 

of the current mortgage, have a current income less than or 

equal to 120% of Area Median Income, and have a monthly 

mortgage payment (PITI) that is greater than 38% of gross 

monthly income (LifeLine and Mortgage Assistance) or; 

• re-employed borrowers who have received UI benefits 

within six (6) months of application, have a current income 

at or under 120% of Area Median Income, and have a 

monthly mortgage payment (PITI) that is less than or equal 

to 38% of gross monthly income (Restore). 

All program participants will be required to sign a Hardship 

Affidavit attesting to their inability to make mortgage payments 

due to unemployment or substantial underemployment that 

occurred through no fault of their own. 

6. Property / Loan 

Eligibility Criteria 

Single-family home or condominium. 

7. Program Exclusions • Homeowners with an outstanding mortgage balance greater 

than $729,750; 

• Unemployed or re-employed homeowners who have not 

received unemployment benefits within six (6) months of 

application (LifeLine, Mortgage Assistance, and Restore) or 

homeowners who have not had an involuntary reduction in 

income involuntary reduction in borrower gross income such 

that it is 75% or less of the borrower’s pre-hardship income 

derived from employment; 

• Borrowers whose income is over 120% of Area Median 

Income; 

• Homeowners who have received a foreclosure notice; 

• Homeowners who are in active bankruptcy; 

• Residential cooperative units; 

• Applicants unable to substantiate past and present income or 

who fail to provide required program documentation as 

requested. 

8. Structure of Assistance All loans will be recorded as non-recourse junior liens against 

the property and will be non-amortizing. Loans will be forgiven 

at a rate of 20% per year such that in year six (6) the loan will be 

forgiven and the lien released. 

The loan will only be repayable if the program participant sells 

or refinances the property prior to expiration of the lien period, 

and then only to the extent there is sufficient equity to pay that 

portion of the loan that has not been forgiven. Notwithstanding 
 B-6 

the foregoing, if a program participant refinances prior to full 

forgiveness, and the participant is not receiving any cash from 

the refinance, the HomeSaver loan will subordinate to the new 

loan and will continue to be forgiven.

Loan funds repaid by program participants will be returned to 

the program or recaptured until December 31, 2017. After 

December 31, 2017, any remaining returned or recaptured funds 

will be returned to Treasury. 

9. Per Household 

Assistance 

Maximum program assistance is $32,385 per household (or 

$38,400 per household for applicants who initiate an application 

on or after October 1, 2013). 

10. Duration of Assistance The maximum duration of assistance will be fifteen (15) months 

(twenty four (24) months for applicants who initiate an 

application on or after October 1, 2013). The duration of 

assistance with respect to each program will be as follows, in 

each case subject to the program cap of $32,385 (or $38,400 per 

household for applicants who initiate an application on or after 

October 1, 2013). 

• LifeLine – One-time payment equal to up to six (6) months 

of monthly payments. 

• Mortgage Assistance - Payments of PITI for up to fifteen 

(15) months (twenty four (24) months for applications 

initiated on or after October 1, 2013). 

• Restore – One-time payment not to exceed fifteen (15) 

months of assistance (twenty four (24) months for 

applications initiated on or after October 1, 2013). 

If eligible, homeowners may participate in one or more 

components. If, for example a program participant receives 

LifeLine assistance to bring his/her mortgage current after a six 

(6) month delinquency payment, the participant may still be 

eligible for up to nine (9) months of Mortgage Assistance 

payments, as long as the total amount of assistance does not 

exceed $32,385 and the total duration does not exceed fifteen 

(15) months ($38,400 and twenty four (24) months, respectively 

for applicants on or after October 1, 2013). 

Additionally, participants who enroll as unemployed borrowers 

and regain employment while assistance is still being disbursed 

by HomeSaver, but at a wage that is 75% or less of their prehardship employment wage, can continue to receive assistance 

as underemployed borrowers, assuming all eligibility criteria are 
 B-7 

met, including gross income at or under 120% of Area Median 

Income and such that the monthly mortgage payment (PITI) is 

greater than 38% of gross monthly income (LifeLine and 

Mortgage Assistance). 

11. Estimated Number of 

Participating 

Households 

520-800 

12. Program Inception / 

Duration 

The HomeSaver Program began January 18, 2011 and is 

expected to continue for approximately three (3) years from 

such date or until all funds are exhausted, but not later than 

December 31, 2017. 

13. Program Interactions 

with Other HFA 

Programs 

Homeowners may access other District programs. The DCHFA 

will explore partnerships with other District agencies that have 

programs assisting District residents with foreclosure issues 

including the Department of Housing and Community 

Development (DHCD) and the Department of Insurance 

Securities and Banking (DISB). DISB provides foreclosure 

mitigation assistance and DHCD funds foreclosure prevention 

counseling and other Federal programs including the 

Neighborhood Stabilization Program (NSP). 

14. Program Interactions 

with HAMP 

Eligible homeowners may also access Federal programs 

including HAMP and HAMP UP. Homeowners may utilize 

HAMP UP before or after the HomeSaver Program. 

15. Program Leverage with 

Other Financial 

Resources 

The DCHFA will provide $458,248 of in-kind administrative 

expenses to the HomeSaver Program. The HomeSaver Program 

requires no financial contribution from servicers or lenders, 

however loan modifications or contributions/fee waivers are 

allowed but not required. 

16. Qualify as an 

Unemployment 

Program 

 Yes  No 
 C-1 

SCHEDULE C 

PERMITTED EXPENSES 

Washington 

D.C. 

 

 One-time / Start-Up Expenses: 

Initial Personnel $76,829.00

Building, Equipment, Technology $166,968.00

Professional Services $12,000.00

Supplies / Miscellaneous $0.00

Marketing /Communications $7,500.00

Travel $5,000.00

Website development /Translation $12,100.00

Contingency $0.00

 Subtotal $280,397.00

 

Operating / Administrative 

Expenses: 

Salaries $1,286,100.00

Professional Services (Legal, 

Compliance, Audit, Monitoring) $219,743.00

Travel $0.00

Buildings, Leases & Equipment $131,612.00

Information Technology & 

Communications $318,000.00

Office Supplies/Postage and 

Delivery/Subscriptions $9,800.00

Risk Management/ Insurance $0.00

Training $0.00

Marketing/PR $20,000.00

Miscellaneous $45,000.00

 Subtotal $2,030,255.00

 

 Transaction Related Expenses: 

Recording Fees $876,443.00 

Wire Transfer Fees $100,000.00 

 Counseling Expenses 

File Intake $0.00 

Decision Costs $0.00 

Successful File $724,000.00 

Key Business Partners On-Going $90,000.00 

 Subtotal $1,790,443.00
 C-2 

 

 Grand Total $4,101,095.00

 

% of Total Award 19.81%

Award Amount $20,697,198.00