**[Use Agreement]{.smallcaps}**

For Section 202 and 202/8 Projects that require HUD's approval to prepay
their direct loan.

This Agreement entered into this **\_\_\_\_\_** day of
**\_\_\_\_\_\_\_\_,** 20\_\_ by and between
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (herein
called "Owner\") and the Secretary of Housing and Urban Development,
acting by and through the Assistant Secretary for Housing-Federal
Housing Commissioner (herein called "HUD\"),

Witnesseth:

WHEREAS, HUD is directed, pursuant to Section 811 of the American
Homeownership and Economic Opportunity Act (AHEO Act), to permit Owners
to prepay Section 202 direct loans; and

WHEREAS, in consideration of the promise to permit the prepayment of the
direct loan, and as required by Section 811(a)(1) of AHEO Act the Owner
agrees to implement this Use Agreement.

NOW THEREFORE, the parties hereto agree as follows:

1.  The Owner, for itself, its successors and assigns, covenants with
    HUD that the Owner will continue to operate the project on terms at
    least as advantageous to existing and future tenants as the terms
    required by the original Section 202 loan agreement or any Section 8
    rental assistance payments contract or any other rental housing
    assistance contract and all applicable Federal regulations for not
    less than the remaining term of the original Section 202 direct
    loan;

2.  Where applicable:

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a.  Subject to the availability of appropriations and so long as Owner
    is in compliance with all HUD requirements, including but not
    limited to this Use Agreement, HUD shall provide the Owner and the
    Owner shall accept renewals of the Section 8 Housing Assistance
    Payments contract in accordance with the terms as presented by HUD
    for renewals of Section 8 contracts at that time.

b.  The Owner, for itself, its successors and assigns, covenants with
    HUD that the Owner will continue to operate the project in
    accordance with the requirements of the Rent Supplement Assistance
    Contract that is in effect between HUD and this project and all
    applicable Federal regulations, the Rent Supplement Assistance
    Contract and applicable HUD requirements for not less than the
    remaining term of the original Section 202 Direct Loan unless
    otherwise approved by HUD.

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1.  In the event of a breach or a threatened breach of any of the above
    covenants and agreements by the Owner, HUD and/or any tenant as a
    third-party beneficiary shall be entitled to institute legal action
    to enforce performance and observance of such covenants and
    agreements and to enjoin any acts which are violative of such
    covenants and agreements.

2.  The Owner shall not (a) impede the reasonable efforts of tenants to
    organize as detailed in 24 CFR Part 245, or (b) unreasonably
    withhold the use of any community room or other available space
    appropriate for meetings which is part of the mortgaged property
    when requested by: (i) a resident tenant organization in connection
    with the representational purposes of the organization; or (ii)
    tenants seeking to organize or to consider collectively any matter
    pertaining to the operation of the mortgaged property.

3.  The Owner, for itself, its successors and assigns, hereby agrees and
    acknowledges that this Use Agreement shall be recorded in the
    appropriate land records and that HUD and any successors and assigns
    and/or any third-party beneficiary may file suit against the Housing
    Owner or any of its successors or assigns for an order of the court
    demanding specific performance of any of these covenants and
    agreements, enjoining any acts which are violative of such covenants
    and agreements, for an award of whatever damages can be proven
    and/or for such other relief as may be appropriate.

4.  The Owner agrees to maintain the project solely as rental housing
    for very-low income elderly or disabled persons (or low income
    elderly or disabled person as approved by HUD or moderate income
    elderly or disabled persons in the case of non-subsidized Section
    202 projects) for the life of the Use Agreement.

5.  The project will continue to operate until the maturity date of the
    original Section 202 Direct Loan in a manner that will provide
    rental housing for the elderly and persons with disabilities on
    terms at least as advantageous to existing and future tenants as the
    terms required by the original loan.

6.  The Owner will accept all forms of Section 8 tenant based assistance
    for all units that do not have project-bases assistance for the life
    of the Use Agreement.

7.  Ownership of the project will be controlled by a nonprofit mortgagor
    entity or a limited partnership entity of which the general partner
    is an entity controlled by a legitimate nonprofit affordable housing
    provider.

8.  Owner will comply with the provisions of any Federal, State or local
    law prohibiting discrimination in housing on the grounds of race,
    color, religion or creed, sex, handicap, familial status or national
    origin, including the Fair Housing Act of 1968, as amended.

9.  In subsidized projects, admission to the project shall be limited to
    tenants having a very -low- or low- or moderate-income which does
    not exceed the limits established by HUD and in effect at the time
    of admission.

10. The Owner will obtain from each prospective tenant, for occupancy in
    a Section 8 or Rent Supplement assisted unit, a certification of
    income prior to admission to the project, and a recertification of
    income from each tenant each year following the date of admission.
    The Owner shall comply with all requirements of the Section 8 HAP
    Contract or the Rent Supplement Contract.

11. If any recertification discloses that family income, for a family
    living in Section 8 or Rent Supplement unit, exceeds the limits
    established by HUD and in effect at the time of recertification, the
    Owner shall require the tenant to pay an increased rental in an
    amount computed in accordance with a formula prescribed by HUD, and
    if the tenant refuses to pay the increased rent the Owner shall
    require the tenant to pay the unsubsidized rent for the unit.

12. The rent charged for each unit shall not exceed the upper limit of
    the range shown for such type of unit on a rental schedule approved
    in writing by HUD, and shall include the reasonable use of all
    utilities shown on said schedule, but in no event shall the total
    gross monthly rents for all dwelling units exceed the gross monthly
    dwelling income for all units approved by HUD on the rental
    schedule.

13. No increase will be made in the amount of the gross monthly dwelling
    income for all units as shown on the rental schedule unless such
    increase is approved by HUD, who will at any time entertain a
    written request for an increase properly supported by substantiating
    evidence and within a reasonable time shall:

> \(a\) Approve a rental schedule that is necessary to compensate for
> any net increase, occurring since the last approved rental schedule,
> in taxes (other than income taxes) and operating and maintenance
> expenses over which the Owner has no effective control, or

(b) Deny the increase stating the reasons thereof.

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1.  The Owner shall maintain the premises, accommodations and the
    grounds and equipment appurtenant thereto, in good repair and
    condition.

2.  The books and accounts of the operations of the property and of the
    project shall be kept in accordance with the requirements of HUD.

3.  Within ninety (90) days following the end of each fiscal year, the
    Owner shall provide a complete annual financial report based upon an
    examination of the books and records of the project prepared in
    accordance with the requirements of HUD and certified by a Certified
    Public Accountant, or other person acceptable to the Commissioner.

4.  The Owner further covenants and agrees that if the Owner conveys
    title to the project prior to the aforesaid maturity date, the Owner
    will require the HUD approved purchaser to assume the obligations of
    the Owner under this Agreement.

5.  The Housing Owner shall provide to HUD (or to such third party as
    HUD may, in its sole discretion, determine to have the monitoring
    function under this Agreement), promptly following receipt of a
    written request from HUD (or from such third party), copies of all
    Tenant certifications of income,

    re-certifications, calculations of permitted income ranges regarding
    the Housing Project, and such other documents as may be reasonably
    required to evaluate the Housing Owner\'s compliance with the terms
    of this Agreement. In addition, the Housing Owner shall permit
    representatives of HUD (or any third party given the monitoring
    responsibility) following notice from the HUD (or from the third
    party), to examine the originals of all such documents, at the
    Housing Project\'s office during regular business hours.

6.  The Housing Owner must certify annually by \_\_\_\_\_\_\_\_\_ of
    each year (insert date within 30 calendar days of the anniversary
    date of this Agreement), to the local HUD field office, or such
    other location as determined by HUD, that it is operating the
    Project in compliance with this Agreement and, more specifically,
    that all of the individual units, as well as the physical structure
    of the project as a whole, for example grounds and equipment, comply
    with all applicable codes and requirement of this Agreement or that
    a remedial program to correct any existing deficiencies has been
    implemented.

Should any of the above covenants be held invalid in whole or in part,
it shall not affect or invalidate the

balance of such covenant or any other covenants.

NOW THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:

In witness whereof, the parties hereto have hereunto caused these
presents to be executed on their behalf and their seals affixed the day
and year written below.

WITNESS

(Owner)

BY

[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

Secretary of Housing and

Urban Development Acting

by and through the

Assistant Secretary

for Housing - Federal

Housing Commissioner

BY

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Authorized Agent)

ACKNOWLEDGEMENT BY OWNER BEFORE NOTARY PUBLIC

(Complete according to requirements of state of execution.)

ACKNOWLEDGEMENT BY COMMISSIONER:)

STATE OF\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_) SS:

CITY AND COUNTY OF \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_)

On this \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,

20\_\_\_, before me
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a Notary

Public in and for the City and County of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, appeared
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ to

me personally known and known to me to be the duly

Authorized Agent of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, and

the person who executed the aforesaid instrument bearing the

date of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_, and acknowledged
that he

executed the aforesaid instrument for and on behalf of

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ for the
purposes herein.

(NOTARY PUBLIC)

My Commission
Expires:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ACKNOWLEDGEMENT BY COMMISSIONER:)

STATE OF\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_) SS:

CITY AND COUNTY OF \_\_\_\_\_\_\_\_\_\_\_\_\_)

ON this \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,

20\_\_\_, before me
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a Notary

Public in and for the City and County of \_\_\_\_\_\_\_\_\_\_\_\_,

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, appeared
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ to

me personally known and known to me to be the duly

Authorized Agent of the Secretary of Housing and Urban

Development acting by and through the Assistant Secretary

for Housing - Federal Housing Commissioner, and the person

who executed the aforesaid instrument bearing the date of

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_, and acknowledged that he
executed

the aforesaid instrument for and on behalf of the said

Secretary of Housing and Urban Development for the purposes

herein.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

NOTARY PUBLIC)

My Commission
Expires:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_