RES 85-034 RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE THE APPLICATION-COMMITMENT AGREEMENT BETWEEN THE CITY OF ST. ANTHONY AND THE MINNESOTA HOUSING FIANNCE AGENCY (MHFA) AND TRANSFER OF NEEDED FUNDS

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9. Seller's Warranties. Seller hereby warrants to MHFA that, • upon approval and delivery of the Seller Comrtiitment Agr-3ement .by MHFA and the - subsequent sale and delivery of Mortgages to MHFA pursuant thereto, Seller's warranties, as set forth in the Procedural Manual, shall be applicable to each said Mortgage. 10. Servicing. The servicing and collection of Mortgages shall be the sole responsibility of MHFA, or •-)f those servicing institutions which MHFA may designate in its sole option and discretion. 11. Remedies. Time is of the essence hereof. In the event that Seller defaults in the observance or performance of any covenant or condition in the Seller Commitment Agreement or Procedural Manual on Seller's part to be observed or performed, or in the event that any warranty made by Seller with respect to any Mortgage is found to be untrue, then MHFA shall be entitled to all remedies, at law or in equity, including but not limited to: (i) the right to tender such -Mortgage to Seller as set forth in Procedural Manual; (ii) the right to rescind acceptance of the Seller Commitment Agreement; (iii) the right to seek equitable relief by way of injunction (mandatory or pro- hibitory) to prevent the breach or threatened breach of any of the provisions of the Seller Commitment Agreement or to enforce the per- formance thereof; (iv) the right to seek damages, including consequen- tial damages, arising by virtue of MHFA's sale of its debt securities in reliance on Seller's observance and performance of the provisions of the Seller- Commitment Agreement; (v) the right to terminate the Seller Commitment Agreement, and upon such termination Seller shall have no further rights pursuant hereto, provided, however, that such termination shall not diminish MHFA's rights specified herein and in the Procedural Manual . All such remedies shall be cumulative, and the exercise by MHFA of any one or more of -them shall not in anyway alter or diminish. MHFA's right to any other remedy provided herein or by law. . 12. Contract Documents. All Mortgage transactions between Seller and MHFA pursuant to the Seller Commitment Agreement- are on a contractual basis, the contract in each instance consisting of: (i) the Seller Commitment Agreement; and (ii) the provisions and require- ments of the Procedural Manual, with all amendments and supplements thereto in any form in effect as of the date of MHFA's acceptance of Seller's Application. 13. Assignment. Neither this Seller Application-Commitment Agreement nor any interest therein is assignable or transferable by the Seller, or by operation of law, without the prior written consent of the MHFIL. 14. Paragraph Captions and Headings. The captions and headings of the paragraphs of this Seller Application-Commitment Agreement for convenience only, and shall not be used. to interpret or define the provisions thereof. 15. Applicable Law. The Seller Commitment Agreement is made and entered into in the State of Minnesota and all questions relating to the validity, construction, performance and enforcement hereof shall be governed by the laws of the State of Minnesota. 16. Agreement Conditional Upon MHFA Approval. This Agreement shall be a binding obligation of MHFA upon its execution and delivery of a copy of the same to Seller. In the event that the Seller Appli- cation-Commitment Agreement is not, for any reason, so executed and -9- W/P ID 1664F 7/3/85