GROUND LEASE - RIDGE VIEW COMMONS II

(vi) A financial audit of the books and records of the Project prepared in accordance with generally accepted auditing standards by an independent certified public accountant; and (vii) In accordance with Section 1.3 of the Note, a calculation of Project surplus cash for the preceding calendar year accompanied by the supporting documentation described in the Note. City may, in its reasonable discretion, from time to time request additional information, and Owner shall promptly supply such information in the Annual Report. 4.4.2 Annual Budget. In accordance with Section 1.3 of the Note, by not later than November 1 of each year, Owner shall provide to City a proposed Project budget for the following calendar year which shall include estimated Project revenue, expenses and debt service, and an estimate of Surplus Cash. City will review the proposed budget and, if acceptable, approve it, which approval shall not be unreasonably withheld, provided, however, if the proposed budget has not been rejected by City within forty-five (45) days of receipt, City shall be deemed to have accepted the budget. If the budget is not acceptable, City shall specify the reasons for disapproval. Once approved, any changes to the budget that exceed ten percent (10%) of the total budget shall require City's prior written consent, which consent shall not be unreasonably withheld. Upon City's request, the budget shall include a long-term capital needs and replacement reserve plan supported by a physical needs assessment prepared by a third -party at Borrower's expense. 4.5 Maintenance and Inspection of Books and Records; Audits. 4.5.1 Maintenance of Books and Records. Owner shall keep and maintain at the Property or Owner's principal place of business, or elsewhere with City's consent, full, complete and accurate books, records, and accounts relating to the Project, including all such books, records, and accounts necessary to evidence and substantiate compliance with the City Documents, without limitation, the records required to substantiate compliance with Relocation Laws and if applicable to the Project, California Labor Code Section 1720 et seq. (Prevailing Wage Laws), the calculation of payments required under the Note and the Ground Lease, and the records required to substantiate compliance with this Agreement. Books shall be kept and maintained in accordance with generally accepted accounting principles consistently applied. Owner shall maintain all records regarding the rehabilitation of the Project for five (5) years after final payment and all other pending matters are closed. Owner shall also maintain tenant leases, income certifications and other matters related to the leasing of the Project for a period of five (5) years after the final date of occupancy by each tenant. If any litigation, claim, negotiation, audit exception, monitoring, inspection or other action relating to the use of the Loan is pending at the end of the record retention period stated herein, then Owner shall retain such records until such action and all related issues are resolved. 4.5.2 Access to Records; Inspection and Audit. Upon request, and with at least two (2) business days' prior written notice, Owner shall permit the City and its authorized agents 19 4879-3324-5885v3