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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, Successor 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 make audits, examinations, abstracts, excerpts or transcripts. Vista Del Rio will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Vista Del Rio's activities, for a period of not less than five (5) years after the affordability or recapture period ends. 15.7 Termite Inspection Report. Vista Del Rio shall deliver a termite report pertaining to the Property /Project to the City every fifth (5th) year beginning January 2013. 16. OTHER NEGATIVE COVENANTS While any obligation of Vista Del Rio under the Notes or Deeds of Trust remains outstanding, the following provisions shall apply, except to the extent that Executive Directors otherwise consent in writing: 16.1 Default on Senior Loan. Vista Del Rio shall not default on any of the Senior Loan Documents, provided however, that Vista Del Rio shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 16.2 Transfers of Interest in Property or Agreement. 16.2.1 Prohibition. The qualifications and identity of Vista Del Rio are of particular concern to the Successor Agency and City. It is because of those qualifications and identity that Successor Agency and City have entered into this Agreement and the other Project Documents with Vista Del Rio. Therefore, for the period commencing upon the date of this Agreement and until the expiration of the Term hereof, no voluntary or involuntary successor in interest of Vista Del Rio shall acquire any rights or power under this Agreement, nor shall Vista Del Rio make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property or the Improvements thereon (collectively, "Transfer ") 34 DOCSOC/ 1475221x10/200272.0004