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City with any other annual audit reports issued by other monitoring agencies. Developer shall <br />include in said reports, a document in the "Form of Residual Receipts Report" attached hereto as <br />Exhibit G and incorporated herein. <br />15.6 Audits and Access to Records. Developer agrees that City, the U.S. Department of <br />Housing and Urban Development, the Comptroller General of the United States or any of their <br />authorized representatives shall have the right of access, upon reasonable notice, to any books, <br />documents, papers, or other records of Developer which are pertinent to this Agreement in order <br />to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all <br />books and records pertaining to this Agreement for a period of not less than five (5) years after <br />all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in <br />accordance with applicable federal or state laws, regulations or policies, and when a period of <br />affordability or recapture applies to Developer's activities, for a period of not less than five (5) <br />years after the affordability or recapture period ends. <br />15.7 Termite Inspection Report. Developer shall deliver a termite report pertaining to the <br />Property to the City every fifth (5`) year beginning January 2018. <br />16. OTHER NEGATIVE COVENANTS <br />While any obligation of Developer under the City Note or City Deed of Trust remain <br />outstanding, the following provisions shall apply, except to the extent that City Project Manager <br />otherwise consents in writing: <br />16.1 Default on Senior Loan. Developer shall not default on any of the Senior Loan <br />documents, provided however, that Developer shall have such period as is provided in the Senior <br />Loan Documents during which to effectuate a cure. <br />16.2 Sale or Lease of Property. Unless and until Developer has received a Certificate of <br />Completion for the construction from City, Developer shall not sell, lease, sublease or otherwise <br />transfer all or any part of the Property or any interest therein without the prior written consent of <br />the City Project Manager, which consent may be withheld in the City Project Manager's <br />reasonable discretion. In connection with the foregoing consent requirements, Developer <br />acknowledges that City relied upon Developer's particular expertise in entering into this <br />Agreement and continues to rely on such expertise to ensure the satisfactory completion of the <br />construction. <br />Notwithstanding anything to the contrary contained herein, a "transfer" shall not include <br />(i) a transfer of a General Partner's interest in Developer when made in connection with the <br />exercise by the Developer's limited partner (the "Limited Partner") of its rights upon a default by <br />a General Partner under the Developer's Partnership Agreement (the "Partnership Agreement") <br />or upon a General Partner's withdrawal in violation of the Partnership Agreement, so long as the <br />removal and substitution of the defaulting General Partner is made within thirty (30) days of <br />such default or, if such removal and substitution cannot reasonably be completed within thirty <br />(30) days, so long as the Limited Partner commences to take action to remove and substitute the <br />General Partner with a reasonable period and thereafter diligently proceeds to complete such <br />30 <br />1076\O1\1333668.1 <br />