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EXHIBIT 3 <br />15.6 Audits and Access to Records. Developer agrees that City, the U.S. <br />Department of Housing and Urban Development, the Comptroller General of the United <br />States or any of their authorized representatives shall have the right of access, upon <br />reasonable notice, to any books, documents, papers, or other records of Developer which <br />are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts <br />or transcripts. Developer will maintain all books and records pertaining to this Agreement <br />for a period of not less than five (5) years after all matters pertaining to this Agreement <br />(i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or <br />state laws, regulations or policies, and when a period of affordability or recapture applies <br />to Developer's activities, for a period of not less than five (5) years after the affordability <br />period ends. <br />16. OTHER NEGATIVE COVENANTS <br />While any obligation of Developer under the City Note or City Deed of Trust <br />remain outstanding, the following provisions shall apply, except to the extent that <br />Executive Director otherwise consents in writing: <br />16.1 Default on Senior Loan. Developer shall not default on any of the <br />Senior Loan documents, provided however, that Developer shall have such period as is <br />provided in the Senior Loan Documents during which to effectuate a cure. <br />16.2 Sale or Lease of Property. Unless and until Developer has received a <br />Certificate of Completion for the construction from City, Developer shall not sell, lease, <br />sublease or otherwise transfer all or any part of the Property or any interest therein <br />without the prior written consent of the Executive Director, which consent may be <br />withheld in the Executive Director's reasonable discretion. In connection with the <br />foregoing consent requirements, Developer acknowledges that City relied upon <br />Developer's particular expertise in entering into this Agreement and continues to rely on <br />such expertise to ensure the satisfactory completion of the construction. <br />Notwithstanding anything to the contrary contained herein, a "transfer" shall not <br />include (i) a transfer of any general partner's interest in Developer when made in <br />connection with the exercise by the Developer's limited partner (the "Limited Partner") <br />of its rights upon a default by a general partner under the Developer's Partnership <br />Agreement or upon a general partner's withdrawal in violation of the Partnership <br />Agreement, so long as the removal and substitution of the defaulting general partner is <br />made within thirty (30) days of such default or, if such removal and substitution cannot <br />reasonably be completed within thirty (30) days, so long as the Limited Partner <br />commences to take action to remove and substitute the general partner with a reasonable <br />period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of <br />the Property to the managing general partner of Developer pursuant to the right of first <br />refusal or to the general partners of Developer pursuant to the purchase option, as <br />provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's <br />interest in accordance with the Partnership Agreement; and (iv) any sale, transfer or other <br />disposition of an interest in a limited partner of the Developer. <br />