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reasonable access to all locations, books, and records for the purpose of monitoring, auditing, or <br />otherwise examining said locations, books, and records with or without prior notice. <br />d. If so directed by the Agency, City, the State or HUD upon termination of the Loan <br />Agreement, Vista Del Rio shall cause all records, accounts, documentation and all other materials <br />relevant to the work to be delivered to the Agency, City, the State or HUD, as depository. <br />e. All records, accounts, documentation and other materials relevant to the Project shall <br />be accessible at any time to the authorized representatives of the Agency, City, the State or HUD, on <br />reasonable prior notice, for the purpose of examination or audit. <br />f. Pursuant to 24 CFR Part 44, the City shall perform an annual audit at the close of <br />each calendar year in which these Restrictions are in effect. Vista Del Rio shall reasonably cooperate <br />with City in performing such audit. <br />16. THIRD PARTY BENEFICIARY. The Santa Ana Housing Authority ("Authority") is an <br />intended third party beneficiary of the terms and provisions of these Restrictions and the covenants <br />herein, with full right (but no obligation) to enforce the terms, provisions, and covenants contained <br />herein. City, Agency and Authority are each beneficiaries hereunder, both for and in their own right <br />and for the purposes of protecting the interests of the community and other parties, public or private, <br />for whose benefit these Restrictions and the covenants running with the land have been provided. <br />The City, Agency, and Authority shall have the right if the covenants are breached, to exercise all <br />rights and remedies, and to maintain any actions or suits at law or in equity or other proper <br />proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these <br />Restrictions and covenants are entitled. <br />17. COVENANTS RUN WITH LAND. The covenants and agreements contained herein shall <br />run with the land and not be personal obligations of Vista Del Rio. <br />18. TRANSFERS OF INTEREST IN PROPERTY OR AGREEMENT <br />18.1 Prohibition. The qualifications and identity of Vista Del Rio are of particular <br />concern to the Agency and City. It is because of those qualifications and identity that Agency and <br />City have entered into the Loan Agreement and the other Project Documents with Vista Del Rio. <br />Therefore, for the period commencing upon the date of the Loan Agreement and until the expiration <br />of the Term hereof, no voluntary or involuntary successor in interest of Vista Del Rio shall acquire <br />any rights or power under the Loan Agreement or these Restrictions, nor shall Vista Del Rio make <br />any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the <br />whole or any part of the Property or the Improvements thereon (collectively, "Transfer") without <br />prior written approval of the Agency and City, except as expressly set forth herein. Any proposed <br />total or partial Transfer without Agency and City approval shall constitute a Default pursuant to <br />Article 20, et seq., hereof. <br />18.2 Permitted Transfers. Notwithstanding any other provision of the Loan Agreement <br />or these Restrictions to the contrary, Agency and City approval of a Transfer shall not be required in <br />connection with any of the following: <br />B-17 <br />DOCSOC/ 1475221v5/200272-0004 <br />