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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Municipality further specifically agrees that the MHFA is under no obligation of any type or manner to purchase any Mortgages submitted . to it for purchase which, do not comply, with the terms and conditions contained and specified in the Local Participation Form, but are otherwise eligible Mortgages pursuant to the Procedural Manual. 9. Warranties. Municipality hereby warrants to MHFA that, upon approval and delivery of the Program Commitment Agreement by MHFA and the subsequent purchase by and delivery of Mortgages to MHFA pur- suant thereto, all such Mortgages will have been made in compliance with, and will be in full compliance with, the terms and conditions contained in the Program Commitment Agreement, the Program, and the Procedural Manual, and all warranties set forth in..the Procedural Man- ual shall be applicable to each such Mortgage. 10. Servicing. The servicing and collection of Mortgages shall be the sole responsibility of MHFA, or of 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 Municipality defaults in the observance or performance of any covenant or condition in the Program Commitment Agreement or Proce- dural Manual, or in the event that any warranty made by Municipality 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 lim- ited to: (i) the right to rescind acceptance of the Program Commit- ment Agreement; (ii) the right to seek equitable relief by way of injunction (mandatory or prohibitory) to prevent the breach or threatened breach of any of the provisions of the Program Commitment Agreement or to enforce the performance thereof; (iii) the right- to seek damages, including consequential damages, arising by virtue of MHFA's sale of its debt securities in reliance on Municipality's observance and performance of the provisions of the Program Commitment Agreement; and (iv) the right to terminate the Program Commitment Agreement, and upon such termination Municipality shall . have no fur- ther rights pursuant hereto; provided, however, that such termination shall not diminish MHFA's rights specified 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 Municipality and MHFA pursuant to the Program Commitment Agreement are on a contractual basis, the contract in each instance consisting of: (i) the Program Commitment Agreement, and (ii) the provisions and requirements of the Procedural Manual, with all amendments and supple- ments thereto in any form in effect as of the date of MHFA's accept- ance of the Program Application. 13. Assignment. Neither this Program Application-Commitment Agreement nor any interest therein is assignable' or transferable by the Municipality, or by operation of law, without the prior written consent of the MHFA. 14. Paragraph Captions and . Program Headings. The captions and headings of the paragraphs of this Program Application-Commitment Agreement are for convenience only, and shall, not be used to -interpret or define the provisions thereof. 15. Applicable Law. The Program 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 Municipality. In the event that the Program Commitment Agreement is not, for any reason, so-•executed and delivered -3- W/P ID 1664F 7/3/85