February 23, 2004

Owner

Address

Address

Address

***Subject: Mark to Market Full Restructure Financial Reporting and
Compliance***

*Dear (Owner/Agent) and/or Owner's CPA:*

As you may be aware, OMHAR routinely reviews property operations and
financial reporting because of the importance of cash flow and surplus
cash to the payments on HUD-held subordinate debt. During the course of
this review questions have come up, or we have noted financial reporting
presentations that indicate a need to discuss some of the changes
resulting from the restructured mortgage and new mortgage, notes,
regulatory agreements and riders. These questions and answers address
questions arising from the new regulatory and debt structure and should
be helpful as you prepare to file your Annual Financial Statement in the
coming months.

1\. **Q: *If a post-M2M property has negative Surplus Cash at the end of
its fiscal year, what happens?***

There are several impacts. No Incentive Performance Fee (IPF) is earned,
accrued, or paid to the Owner for the year just ended. No payment is due
under the Mortgage Restructuring Note (MRN) or Contingent Repayment Note
(CRN) for that year. Finally, it is possible that the property may not
meet the preconditions for continued payment of Capital Recovery
Payments (CRPs).

2\. **Q: *What are the preconditions for CRPs and IPFs to be earned and
paid?***

The following paraphrases the Regulatory Agreement Rider; see the Rider
for the exact wording: (a) all project expenses have been paid; (b) all
required payments have been made on the Mortgage Restructuring Note and
on any1^st^ mortgage; (c) the most recent REAC physical inspection score
is 60 or above; (d) there are no outstanding HUD audit or management
findings; and (e) the owner is not in default under any of the key
governing documents such as the Regulatory Agreement. As noted
elsewhere, in addition to these general performance and compliance
criteria, IPF is earned and paid only from positive Surplus cash.

3\. **Q: *Say that the M2M closing occurs on October 10th. Is the owner
eligible to receive a Capital Recovery Payment (CRP) on November 1?***

No. The first CRP that the owner may receive (provided all preconditions
for payment have been satisfied) would be the December 1 CRP. No CRP is
allowed for the partial month in which the M2M closing occurs.

4\. **Q*: If the CRP is not payable, due to lack of sufficient cash or
failure to meet performance criteria, how is it treated from an
accounting standpoint?***

Accrued and unpaid CRPs should be listed as obligations on the Surplus
Cash calculation; there is no surplus cash until those have been
covered.

5\. **Q: *For the year in which the M2M closing occurs, how is the
Incentive Performance Fee (IPF) calculated?***

The IPF is calculated based on the Effective Gross Income for the period
beginning the day after the M2M closing and continuing through year-end.
Owners who claim an IPF for the partial year in which the M2M closing
occurs must include a computation of partial year Effective Gross Income
(EGI) in the notes to the audited financial statements.

6\. **Q. *How is EGI calculated?***

Effective Gross Income is:

-   Gross Potential Rents (FASS account 5100T Total Rent Revenue, but
    excluding FASS accounts 5180 Flexible Subsidy Revenue and FASS
    account 5191 Excess Rents);

-   Minus Vacancy and Bad Debt (FASS account 5200T Total Vacancies plus
    FASS account 6370 Bad Debt)

-   Plus Other Income (FASS account 5900T Total Other Revenue, but
    excluding FASS account 5945 Interest Reduction Payments Revenue).

    Note: FASS account 5400T Total Financial Revenue is not included in
    EGI because these line items were not included in the M2M
    underwriting and because (for the most part) this represents
    interest income on the Reserve for Replacements that is not
    available for operations.

    7\. **Q. *If an IPF is earned for the year, how should it be
    reflected in the annual financial statements?***

    Do not reflect the IPF as an [obligation]{.underline} on the Surplus
    Cash schedule; instead, the IPF is [calculated]{.underline} on the
    Surplus Cash schedule (FASS S1300-203). The IPF should be shown as
    an expense on the Profit and Loss Statement (FASS 7115) and as an
    accrued liability on the balance sheet (FASS 2190 Miscellaneous
    Current Liabilities).

    8\. **Q. *How does the owner document the distribution of Surplus
    Cash after M2M?***

    The actual payment of Capital Recovery Payments, payment of
    Incentive Performance Fees, and/or payments on the Mortgage
    Restructuring Note / Contingent Repayment Note must be reflected in
    the Statement of Changes in Financial Condition in the audited
    financial statements for the year in which payment was made. In
    addition:

-   Any CRPs that were due but not paid as of year-end (for example,
    because the REAC physical inspection score was too low) must be
    reflected as liabilities on the balance sheet.

-   Any IPF that was earned for the year (to be paid to the Owner in
    cash after completion of the audited financial statements) must be
    reflected as an expense on the Profit and Loss Statement.

-   The proposed distribution of positive year-end Surplus Cash must be
    reflected on Part B of the Surplus Cash Schedule in the audited
    financial statements.

OMHAR recommends that accountants include in the audited financial
statements an explanation of how any IPF was calculated, and an
explanation of how any Mortgage Restructuring Note / Contingent
Repayment Note payment was calculated.

9\. **Q: *How are Mortgage Restructuring Note payments calculated?***

Start with audited positive Surplus Cash. Subtract any IPF that was
earned for the year just ended. Any remaining positive Surplus Cash is
divided between the Mortgage Restructuring Note and the owner according
to a percentage determined by the PAE, approved by OMHAR, and documented
in the Mortgage Restructuring Note (and subject to all other applicable
HUD requirements). If no IPF is payable for the year, [all]{.underline}
positive Surplus Cash is split between the MRN and the owner. By
statute, the percentage due on the Mortgage Restructuring Note cannot be
less than 75%.

10\. **Q. *Will HUD read footnotes and explanations regarding post-M2M
accounting treatments?***

HUD and its servicer find supplemental information very valuable in
understanding the accounting treatments. Such information may forestall
questions and accountants are encouraged to make use of the opportunity
to provide explanations.

On an entity basis, the new OMHAR Regulatory Agreement, Notes and Riders
cause very few changes to property accounting. The changes made,
however, are important to owners and HUD because the implement new
incentives and provide for payment on subordinated debt created in the
M2M process. It is important that all parties understand how to properly
implement and account for these incentives and obligations. This
guidance is offered as a resource in that regard.

Sincerely,

Charles H. Williams

OMHAR Director