## Sample

Remove colored text after preparing the certification. Text in [green
highlight]{.mark} is information to be provided. Text in [yellow
highlight]{.mark} is explanation and guidance.

# Mark-to-Market Form 7.22

**Certification of (Full) TPA Documents and Request for Preliminary TPA
Approval**

[date]{.mark}

Project Name: [name of project]{.mark}

Project Address: [street, city, state, zip]{.mark}

Project I.D. \# [FHA project number]{.mark}

Dear [name of OAHP Preservation Office Director]{.mark}:

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]{.mark}

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           [e.g., Sole General          [e.g.
  Associates, Inc.]{.mark}     Partner]{.mark}              0.50%]{.mark}

  [e.g. ABC Tax Credit Equity  [e.g., Limited               [e.g.
  Fund]{.mark}                 Partner]{.mark}              99.50%]{.mark}

                                                            

                                                            

                                                            

  **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%.]{.mark}

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 partner, and the purchaser later wants to
substitute an affiliate of Preservation Associates, an amended
Preliminary TPA Approval would have to be obtained.]{.mark}

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.]{.mark}

+---------------------------+---------------------------+--------------+
| ### Name of Principal     | **Role (e.g. Management   | #            |
|                           | Agent)**                  | ## EIN / SSN |
+---------------------------+---------------------------+--------------+
| [e.g., Susan Mason        | [Director, Preservation   | [999-99-     |
| Stowers]{.mark}           | Associates]{.mark}        | 9999]{.mark} |
+---------------------------+---------------------------+--------------+
| [e.g., All other          |                           |              |
| officers, directors and   |                           |              |
| shareholders of           |                           |              |
| Preservation              |                           |              |
| Associates]{.mark}        |                           |              |
+---------------------------+---------------------------+--------------+
| [Management agent, other  |                           |              |
| general partners, any     |                           |              |
| 25%+ limited partners,    |                           |              |
| and all other             |                           |              |
| principals]{.mark}        |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+
|                           |                           |              |
+---------------------------+---------------------------+--------------+

[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.]{.mark}

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]{.mark}.

-   The Purchaser and OAHP have executed a Restructuring Commitment.

-   All requirements of OPG Appendix D have been complied with;
    specifically, I have determined that:

    -   Each proposed new principal is suitable in accordance with
        Mark-to-Market program requirements.

    -   After completion of restructuring and the proposed transfer, the
        referenced project will meet OAHP's criteria for soundness.

    -   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.

    -   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):

    -   \(1\) TPA Application (Form HUD-92666)

    -   \(2\) Mortgagee Consent, if applicable

    -   \(4\) Purchaser's Letter

    -   \(10\) Executed But Unrecorded Sale, Option or Land Contract

    -   \(18\) Proposed Mortgage Assumption Document

    -   \(19\) Proposed New Regulatory Agreement

    -   \(20\) Deferred Purchase Price Documents, If Applicable

    -   \(21\) Proposed Deed

    -   \(22\) Proposed Bill of Sale and Assignment

    -   \(23\) Title Report

    -   \(26\) Executed Organizational Documents of the purchaser

    -   \(27\) Certification of Purchaser's Attorney

    -   (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:]{.mark}

    -   [Explanation if multiple transfers are proposed (App D,
        #15)]{.mark}

    -   [Explanation if TPA is nonprofit-to-for-profit (App D,
        #16)]{.mark}

    -   [If purchaser is a REIT, documentation that HUD requirements
        have been satisfied (App D, Attachment 2, #29A)]{.mark}

    -   [If purchaser is an LLC/LLP, documentation that HUD requirements
        have been satisfied (App D, Attachment 2, #29B]{.mark}

    -   [If the property was preserved under LIHPRHA / ELIHPA,
        documentation that HUD requirements have been satisfied (App D,
        Attachment 2, #29E)]{.mark}

[]{.mark}

I recommend that you grant Preliminary TPA Approval for the referenced
transaction.

Signed and certified by:

> [Name of PAE Representative]{.mark}

[Title]{.mark}

> [date of signature]{.mark}

**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]{.mark}