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D. BOOKS AND RECORDS. The Issuer shall maintain books • and records of the receipt and disbursements of the Sales Tax received by it and any Bondholder shall have the right at all • reasonable times to inspect all records, accounts and data of the Issuer relating thereto. E. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the Sales Tax to be properly audited by a recognized independent firm of certified public accountants, and shall require the auditors to complete their reports within one hundred eighty (180) days after the close of the Fiscal Year. Such audits shall contain, but not be limited to, the statements required by generally accepted accounting principles applicable to governmental units, and a certificate by the auditors disclosing any default on the part of the Issuer of any covenant herein. A copy of such annual audit shall be made available to any Bondholder upon request. F. NO IMPAIRMENT OF SALES TAX PLEDGE. The Issuer will not take any action which will impair or adversely affect in any manner the pledge of the Sales Tax and Investment Income made herein or the rights of the Holders of the Bonds issued pursuant to this resolution. The Issuer shall be unconditionally and irrevo- cably obligated, so long as any of the Bonds or the interest thereon are outstanding and unpaid, to take all lawful action necessary or required to continue to entitle the Issuer to receive the Sales Tax to pay the principal of and interest on the Bonds and to make the other payments provided for herein. G. EVENTS OF DEFAULT. It shall be an event of default under this Resolution if: (1) The Issuer shall fail to pay the principal, Amorti- zation Installments and interest on the Bonds when due, whether at maturity, by call for mandatory redemption, or otherwise. (2) The Issuer shall fail to deposit or pay within ten (10) days after the due date thereof any other required deposit or -34-