OPG 7.22 Certification of Full TPA Documents and Request for Prel

OMB No. 2502-0533
(Exp, xx/xx/xxxx)

Sample
Remove colored text after preparing the certification. Text in green highlight is information to be
provided. Text in yellow highlight is explanation and guidance.

Mark-to-Market
Form 7.22
Certification of (Full) TPA Documents and Request for Preliminary
TPA Approval
date
Project Name:
Project Address:
Project I.D. #

name of project
street, city, state, zip
FHA project number

Dear name of OAHP Preservation Office Director:
The undersigned has completed a review of all the transfer of physical asset (TPA) documents
proposed to be used in conjunction with the restructuring transaction for the above-referenced
project, for which a full TPA review is required. The undersigned hereby recommends that the
following purchaser be approved: insert full legal name of purchaser entity, e.g. Preservation
Hillside Manor, A Connecticut Limited Partnership
The undersigned hereby certifies that the following is a complete list of ownership interests in
the purchaser entity:
Name of Partner / Member
Role
Ownership
Interest %
e.g. Preservation Associates, Inc.
e.g., Sole General Partner
e.g. 0.50%
e.g. ABC Tax Credit Equity Fund
e.g., Limited Partner
e.g. 99.50%

TOTAL
100.00%
Name should be full legal name of the individual / corporation / partnership. Examples of role
are: sole general partner, limited partner, member of LLC, shareholder. Add additional rows to
table as needed. Ownership interests must total to 100%. If the purchaser entity is a non-stock
corporation (no shareholders), list the corporation itself on the first line and clarify that it is a
non-stock corporation (e.g., “Preservation Associates, Inc. (a non-stock corporation)”), and show
ownership interest as 100.00%.
The undersigned, and the proposed purchaser, understand that your approval, if granted, will be
applicable only to the specific purchaser entity described above, and that any change to the
above list of ownership interests will require a new approval. For example, if the TPA
submission and TPA preliminary approval reflect Preservation Associates, Inc. as general

September 30, 2004

partner, and the purchaser later wants to substitute an affiliate of Preservation Associates, an
amended Preliminary TPA Approval would have to be obtained.
The undersigned hereby certifies that the following is a complete list of proposed new principals
(as defined in the instructions to Form HUD-2530). The term “principal” includes, without
limitation, all general partners, the proposed management agent, individuals and/or entities who
will own a 25% or greater interest in the project, individuals or entities who own 10% or more of
the stock of a corporate principal, consultants to nonprofit purchasers, and officers and directors
of corporate principals.
Name of Principal
e.g., Susan Mason Stowers
e.g., All other officers, directors and
shareholders of Preservation
Associates
Management agent, other general
partners, any 25%+ limited partners,
and all other principals

Role (e.g. Management Agent)
Director, Preservation Associates

EIN / SSN
999-99-9999

Note that Appendix D requires credit reports, and personal financial statements, for the
purchaser entity. If the purchaser entity has not yet been formed and capitalized, credit reports
and personal financial statements are required for all principals of the purchaser entity. Officers,
shareholders and directors of corporate principals need not submit credit reports or personal
financial statements if they are participating only in their corporate roles.
The undersigned hereby certifies that:
• Previous Participation clearance has been received for each new proposed principal listed
above. For TPAs, proposed new principals must file Form HUD-2530 and receive
written HUD clearance. This is a more rigorous and formal process than the SSN check
that is done when an existing owner is pursuing a M2M debt restructure.
• The Purchaser and OAHP have executed a Restructuring Commitment.
• All requirements of OPG Appendix D have been complied with; specifically, I have
determined that:

September 30, 2004

•

o Each proposed new principal is suitable in accordance with Mark-to-Market
program requirements.
o After completion of restructuring and the proposed transfer, the referenced project
will meet OAHP’s criteria for soundness.
o The seller and purchaser have recited all of the consideration passing between the
parties to the transfer, and have identified any identities of interest between
parties contributing or receiving funds in the transaction.
o The TPA documents listed in Attachment A conform with OPG Appendix D; the
Restructuring Commitment executed by you, the owner and the purchaser; and
with HUD’s guidelines for closing under Mark-to-Market
PAE Counsel has reviewed the following documents. Each of the following documents
complies with OPG Appendix D, Attachment 2 (referenced below by item number in
Attachment 2):
o (1) TPA Application (Form HUD-92666)
o (2) Mortgagee Consent, if applicable
o (4) Purchaser’s Letter
o (10) Executed But Unrecorded Sale, Option or Land Contract
o (18) Proposed Mortgage Assumption Document
o (19) Proposed New Regulatory Agreement
o (20) Deferred Purchase Price Documents, If Applicable
o (21) Proposed Deed
o (22) Proposed Bill of Sale and Assignment
o (23) Title Report
o (26) Executed Organizational Documents of the purchaser
o (27) Certification of Purchaser’s Attorney
o (29C) Allonge (if applicable)

The following are attached (one copy each):
• Organizational Documents of the purchaser entity (certified or recorded, as required for
type of entity).
• Deed or assignment of the deed.
• Contract - Sale, Option or Land (recorded).
• Regulatory Agreement (new or amended).
• include copies of other related documentation, if applicable, for example:
o Explanation if multiple transfers are proposed (App D, #15)
o Explanation if TPA is nonprofit-to-for-profit (App D, #16)
o If purchaser is a REIT, documentation that HUD requirements have been satisfied
(App D, Attachment 2, #29A)
o If purchaser is an LLC/LLP, documentation that HUD requirements have been
satisfied (App D, Attachment 2, #29B
o If the property was preserved under LIHPRHA / ELIHPA, documentation that
HUD requirements have been satisfied (App D, Attachment 2, #29E)
I recommend that you grant Preliminary TPA Approval for the referenced transaction.
Signed and certified by:
September 30, 2004

Name of PAE Representative
Title
date of signature
Attachments
• Organizational Documents of the purchaser entity (certified or recorded, as required for
type of entity).
• Deed or assignment of the deed.
• Contract - Sale, Option or Land (recorded).
• Regulatory Agreement (new or amended).
• include copies of other related documentation, if applicable

Public reporting burden for this collection of information is estimated to average 4 hours per
response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the collection of
information. This information is required to obtain benefits. The office of Multifamily Housing,
Office of Affordable Housing Preservation 451 7th Street SW, Room 6216 6230 Washington,
DC 20410. HUD may not collect this information, and you are not required to complete this
form, unless it displays a currently valid OMB control number. Title V of the Departments of
Veterans Affairs and Housing and Urban Development and Independent Agencies
Appropriations Act of 1988 (P.L.106 65, 111 Stat. 1384) authorizes the FHA Multifamily
Housing Mortgage and Housing Assistance Restructuring Program. HUD implemented a
statutory permanent program directed at FHA-insured multifamily projects that have projectbased Section 8contracts with above- market rents. The information collection is used to
determine criteria eligibility of FHA-insured multifamily properties for participation in the Mark
to Market program and the terms on which participation should occur. The purpose of the
program is to preserve low-income rental housing affordability while reducing the long-term
costs of Federal rental assistance. While no assurances of confidentiality are pledged to
respondents, HUD generally discloses this data only in response to a Freedom of Information
request.

September 30, 2004