Item HA-03 - Amended and Restated Regulatory Agreement for the Rehabilitation of Garden Court

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Exhibit 1 a. Any transfer to a lender providing financing to the Project; b. Any transfer resulting from foreclosure or deed in lieu of foreclosure; C. Any transfer of stock or equity in Owner that does not change management or operational control of the Project, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit); d. The lease of residential units in the Project consistent with this Agreement; e. Any transfer of this Agreement and the Property to a limited partnership in which OHDC or its affiliate is a general partner. f. The transfer and sale of limited partnership interests in Owner while the Owner is in the form of a limited partnership. g. In the event that any general partner of the Owner, while the Owner is in the form of a limited partnership, is removed by the limited partner of such limited partnership for cause following default under the partnership agreement, the transfer of the general partner interest to a 501(c)(3) tax exempt nonprofit corporation selected by the limited partner and approved by the City, which approval shall not be withheld unreasonably, delayed or conditioned. h. The transfer of the Project from Owner, while the Owner is in the form of a limited partnership, to one or more of the general partners of the Owner or affiliates of the general partners of the Owner at the end of the tax credit compliance period for the Project; and i. Any dilution of the general partner's interest in the Owner while the Owner is in the form of a limited partnership, in accordance with the Owner's limited partnership agreement. 23. MISCELLANEOUS (a) Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the affordability requirements set forth in this Agreement for the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. (b) Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Each alteration, change, or modification to this 13 Error! Unknown document property name.