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EXHIBIT 1 <br /> a. Any transfer to a lender providing financing to the Project; <br /> b. Any transfer resulting from foreclosure or deed in lieu of foreclosure; <br /> C. Any transfer of stock or equity in Owner that does not change management <br /> or operational control of the Project, with no material change in beneficial ownership (with the <br /> exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or <br /> trusts for their benefit); <br /> d. The lease of residential units in the Project consistent with this Agreement; <br /> e. Any transfer of this Agreement and the Property to a limited partnership in <br /> which OHDC or its affiliate is a general partner. <br /> f. The transfer and sale of limited partnership interests in Owner while the <br /> Owner is in the form of a limited partnership. <br /> g. In the event that any general partner of the Owner, while the Owner is in <br /> the form of a limited partnership, is removed by the limited partner of such limited partnership for <br /> cause following default under the partnership agreement,the transfer of the general partner interest <br /> to a 501(c)(3) tax exempt nonprofit corporation selected by the limited partner and approved by <br /> the City, which approval shall not be withheld unreasonably, delayed or conditioned. <br /> h. The transfer of the Project from Owner, while the Owner is in the form of a <br /> limited partnership,to one or more of the general partners of the Owner or affiliates of the general <br /> partners of the Owner at the end of the tax credit compliance period for the Project; and <br /> i. Any dilution of the general partner's interest in the Owner while the Owner <br /> is in the form of a limited partnership, in accordance with the Owner's limited partnership <br /> agreement. <br /> 23. MISCELLANEOUS <br /> (a) Entire Agreement. This Agreement and all of its exhibits and attachments <br /> set forth and contain the entire understanding and agreement of the parties with respect to the <br /> affordability requirements set forth in this Agreement for the Project, and there are no oral or <br /> written representations, understandings or ancillary covenants, undertakings or agreements which <br /> are not contained or expressly referred to herein. No testimony or evidence of any such <br /> representations, understandings or covenants shall be admissible in any proceeding of any kind or <br /> nature to interpret or determine the terms or conditions of this Agreement. <br /> (b) Amendment. Any alteration, change or modification of or to this <br /> Agreement, in order to become effective, shall be made in writing and in each instance approved <br /> by the City Council, or through the City Manager as detailed herein, and signed on behalf of each <br /> party. The City Manager shall have the authority to make approvals, issue interpretations, execute <br /> documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City <br /> that further the intent of this Agreement. Each alteration, change, or modification to this <br /> 13 <br /> Error icy `ounC le° ''��''��`�name. 27 —20 7/16/2024 <br />