05 - JOINT PH - Vista Del Rio DDA

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(b) any dispute between Vista Del Rio and a Governmental Authority relating to the Property/Project, the adverse determination of which might materially affect the Property/Project; (c) any change in Vista Del Rio's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; (f) any material default by Vista Del Rio or any other party under any Senior Loan document, or the receipt by Vista Del Rio of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property; and/or (h) any material adverse change in the financial condition of Vista del Rio. 15.4 Further Assurances. Vista Del Rio shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents; to protect and further the validity, priority and enforceability of the Deeds of Trust; to subject to the Deeds of Trust any property intended by the terms of any Loan Document(s) to be covered by the Deeds of Trust or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. 15.5 Annual Audited Financial Statements. Vista Del Rio shall deliver to City, within one hundred twenty (120) days after the end of each Calendar Year, (a) an audited financial statement prepared by a certified public accountant for Vista Del Rio as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Vista Del Rio and for Vista Del Rio's operations in connection with the Property/Project for such Calendar Year, together with all supporting schedules, (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements, and (c) a certificate of Vista Del Rio's chief financial officer that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City, (ii) fairly represent Vista Del Rio's financial condition, (iii) show all material liabilities, direct and contingent, and, (iv) fairly represent the results of Vista Del Rio's operations. Vista Del Rio shall also provide the City with any other annual audit reports issued by or for the benefit of other monitoring agencies. 15.6 Audits and Access to Records. Vista Del Rio agrees that City, Agency, HUD, the Comptroller General of the United States or any of their authorized representatives shall have the right of access, upon reasonable notice, to any books, documents, papers, or other records of Vista Del Rio which are pertinent to this Agreement in order to snake audits, examinations, abstracts, excerpts or transcripts. Vista Del Rio will maintain all books and records pertaining to this 33 DOCSOC/ 1475221 v5/200272-0004