Common use of Collateral Maintenance Requirement Clause in Contracts

Collateral Maintenance Requirement. (A) The Obligors shall at all times maintain Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral as may be deemed necessary by the Bank for its protection in accordance with Section 10(d) of the Act. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A).

Collateral Maintenance Requirement. (Aa) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral as may be deemed necessary by the Bank for its protection in accordance with Section 10(d) of the Act. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor The Member shall not assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral, nor shall the Member foreclose any First Mortgage Collateral without the prior written consent of the Bank if: (1) such Collateral has been specified or identified pursuant to Section 3.03 hereof or has been delivered to and is held by or on behalf of the Bank pursuant to Section 3.04 hereof, or the Bank has otherwise perfected its security interest in such Collateral; providedor (2) at the time of or immediately after such action, however, (i) an Obligor may sell the Member is not or otherwise dispose of Collateral would not necessary to meet be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.03(A3.02(a) or is or would otherwise be in default under this Agreement. (b) Subject to Sections 3.03 and not 3.04 hereof, Collateral shall be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank’s interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (such policies and certificates of insurance or guaranty relating to such mortgages are herein called “insurance”), the collection of payments under all mortgages and under all insurance, and otherwise reported assuring that all mortgages are serviced in accordance with the standards of a reasonable and prudent mortgagee. (c) If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral, the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. If such Collateral was specified or identified pursuant to Section 3.03 hereof, or delivered to the Bank pursuant to Section 3.04 hereof, the Member shall request withdrawal of such Collateral pursuant to Section 3.05 hereof and shall promptly specify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (d) The Bank may review the form and sufficiency of all documents pertaining to the Collateral. Such documents must be satisfactory to the Bank and, if not, such Collateral may not be acceptable as Qualifying Collateral for purposes of meeting or may have a Lendable Collateral Value applied thereto that is less than the requirements of Section 3.03(A)Lendable Collateral Value otherwise applicable under the Bank’s Credit Policy, so long as (A) no Event of Default has occurred and is continuing and (B) the Bank may specify. The Bank may require that the Member make any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral all documents pertaining to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable available to the Bank for its inspection and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (A) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to The Member shall not assign, transfer and pledge, and grant to the Bank a transfer, create any security interest in, sell, or otherwise dispose of any Collateral if: (i) such additional amounts Collateral has been specified or identified pursuant to Section 3.05 hereof or is held by or on behalf of Collateral as may be deemed necessary by the Bank for pursuant to Section 3.06 hereof, or the Bank has otherwise perfected its protection security interest in accordance such Collateral; or (ii) at the time of or immediately after such action, the Member’ is not or would not be in compliance with Section 10(d) the collateral maintenance requirements of the Actfirst sentence of this Section 3.04 (A) or is otherwise in default under this Agreement. (B) All Except for Collateral delivered pursuant to Section 3.06 hereof, Collateral shall be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank’s interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (such policies and certificates of insurance or guaranty relating to such mortgages are herein called “insurance”), the collection of payments under all mortgages and under all insurance, and otherwise assuring that all mortgages are serviced in accordance with the standards of a reasonable and prudent mortgagee. (C) If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral and, after such event, the Member is not or would not be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.04(A), the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. If such Collateral was specified or identified pursuant to Section 3.05 hereof, or delivered to the Bank pursuant to Section 3.06 hereof, the Member shall promptly specify, identify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (D) The Bank may review the form and sufficiency of all documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), Collateral. Such documents must be satisfactory to the Bank and, if not, the Bank such Collateral may refuse to accept such not be acceptable as Qualifying Collateral or may assign such Qualifying Collateral have a Lendable Collateral Value applied thereto that is less than the Lendable Collateral Value otherwise applicable under the Bank’s Credit and Policy, as the Bank may specify. The Bank may require that the Member make any or all documents pertaining to the Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported available to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred its inspection and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (Aa) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Fair Market Value that is at least equal to the then current Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral as may be deemed necessary by the Bank for its protection in accordance with Section 10(d) of the Act. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor The Member shall not assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral if such Collateral is held by or on behalf of the Bank pursuant to Section 3.04 hereof, or the Bank has otherwise perfected its security interest in such Collateral; provided, howeveror at the time of or immediately after such action, (i) an Obligor may sell Member is not or otherwise dispose of Collateral would not necessary to meet be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.03(A3.03(a) or is or would be otherwise in default under this Master Agreement. (b) Collateral shall be held by the Member in trust for the benefit of, and not subject to the direction and control of the Bank, and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank’s interest therein, including without limitation the maintaining of insurance on property securing mortgages constituting Collateral (such policies and certificates of insurance or guaranty relating to such Mortgages are herein called “insurance”), the collection of payments under all mortgages and under all insurance, and otherwise reported assuring that the loans comprising the Mortgage Collateral are serviced in accordance with the standards of a reasonable and prudent mortgagee. The Member, as the Bank’s agent, shall collect all payments when due on all Collateral. If the Bank requires, the Member shall hold such collections separate from its other monies and apply them to the reduction of Indebtedness as it becomes due; otherwise, the Bank consents to the Member’s use and disposition of all such collections. (c) Upon request by the Bank or as may be provided in the Collateral Policy, the Member shall specify and describe to the Bank and/or physically segregate any Collateral in a manner as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred and is continuing and (B) any sale of Collateral to a person controlling, controlled required by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A).

Collateral Maintenance Requirement. (A) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to The Member shall not assign, transfer and pledge, and grant to the Bank a transfer, create any security interest in, sell, or otherwise dispose of any Collateral if: (i) such additional amounts Collateral has been specified or identified pursuant to Section 3.05 hereof or is held by or on behalf of Collateral as may be deemed necessary by the Bank for pursuant to Section 3.06 hereof, or the Bank has otherwise perfected its protection security interest in accordance such Collateral; or (ii) at the time of or immediately after such action, the Member is not or would not be in compliance with Section 10(d) the collateral maintenance requirements of the Actfirst sentence of this Section 3.04(A) or is otherwise in default under this Agreement. (B) All Except for Collateral delivered pursuant to Section 3.06 hereof, Collateral shall be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank's interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (such policies and certificates of insurance or guaranty relating to such mortgages are herein called "Insurance"), the collection of payments under all mortgages and under all insurance, and otherwise assuring that all mortgages are serviced in accordance with the standards of a reasonable and prudent mortgagee. (C) If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral and, after such event, the Member is not or would not be in compliance of the collateral maintenance requirements of the first sentence of this Section 3.04(A), the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. It such Collateral was specified or identified pursuant to Section 3.05 hereof, or delivered to the Bank pursuant to Section 3.06 hereof, the Member shall promptly specify, identify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (D) The Bank may review the form and sufficiency of all documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), Collateral. Such documents must be satisfactory to the Bank and, if not, the Bank such Collateral may refuse to accept such not be acceptable as Qualifying Collateral or may assign such Qualifying Collateral have a Lendable Collateral Value applied thereto that is less than the Lendable Collateral Value otherwise applicable under the Bank's Credit and Policy, as the Bank may specify. The Bank may require that the Member make any or all documents pertaining to the Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported available to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred its inspection and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (A) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time In addition, the Obligors fail Member agrees to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral (which may be Collateral that is not Qualifying Collateral) as may be deemed necessary required by the Bank for in order to protect its protection in accordance security position with Section 10(d) respect to outstanding indebtedness. The Member shall not assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Collateral without the express written consent of the ActBank. (B) All It any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral, the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. The Member shall promptly specify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (C) The Bank may review the form and sufficiency of all documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), Collateral. Such documents must be satisfactory to the Bank and, if not, the Bank such Collateral may refuse to accept such not be acceptable as Qualifying Collateral or may assign such Qualifying Collateral have a Lendable Collateral Value applied thereto that is less than the Lendable Collateral Value otherwise applicable under the Bank's Credit and Policy, as the Bank may specify. The Bank may require that the Member make any or all documents pertaining to the Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported available to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred its inspection and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (A) The Obligors shall at all times maintain Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts alliounts of Collateral as may be deemed necessary by the Bank for its protection in accordance with Section 10(d) of the Act. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A).

Collateral Maintenance Requirement. (A) The Obligors shall at all times maintain Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this AgreementIn addition, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, maintain such additional amounts of Collateral as may be deemed necessary required by the Bank for its protection in accordance order to protect the Bank’s security position with Section 10(d) respect to the outstanding Liabilities of the ActObligors to the Bank. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred and is continuing and (B) any sale of such Collateral is sold to a person not controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A).

Collateral Maintenance Requirement. (Aa) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral as may be deemed necessary by the Bank for its protection in accordance with Section 10(d) of the Act. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor The Member shall not assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral, nor shall the Member foreclose any First Mortgage Collateral without the express written consent of the Bank if: (1) such Collateral has been delivered to and is held by or on behalf of the Bank pursuant to Section 3.03 hereof, or the Bank has otherwise perfected its security interest in such Collateral; providedor (2) at the time of or immediately after such action, however, (i) an Obligor may sell the Member is not or otherwise dispose of Collateral would not necessary to meet be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.03(A3.02(a) or is or would otherwise be in default under this Agreement. (b) Subject to Section 3.03 hereof, Collateral shall be held by the Member in trust for the benefit of, and not subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank’s interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (such policies and certificates of insurance or guaranty relating to such mortgages are herein called “insurance”), the collection of payments under all mortgages and under all insurance, and otherwise reported assuring that all mortgages are serviced in accordance with the standards of a reasonable and prudent mortgagee. (c) If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral, the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral, has ceased to be Qualifying Collateral. If such Collateral was delivered to the Bank pursuant to Section 3.03 hereof, the Member shall request withdrawal of such Collateral pursuant to Section 3.05 hereof and shall promptly deliver other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (d) The Bank may review the form and sufficiency of all documents pertaining to the Collateral. Such documents must be satisfactory to the Bank and, if not, such Collateral may not be acceptable as Qualifying Collateral for purposes of meeting or may have a Lendable Collateral Value applied thereto that is less than the requirements of Section 3.03(A)Lendable Collateral Value otherwise applicable under the Bank’s Credit Policy, so long as (A) no Event of Default has occurred and is continuing and (B) the Bank may specify. The Bank may require that the Member make any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral all documents pertaining to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable available to the Bank for its inspection and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (A1) The Obligors shall Member will at all times maintain Qualifying have pledged to the Bank Eligible Collateral which that has a Lendable Collateral Value that is Borrowing Capacity at least equal to the Member’s then current Collateral Maintenance Level. At any time In the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by event the Bank, in addition to any other remedies aggregate Borrowing Capacity of the Bank under this AgreementMember’s Eligible Collateral decreases below the Member’s then current Collateral Maintenance Level, the Obligors agree to assign, transfer Member will promptly notify the Bank and pledge, and grant pledge to the Bank a security interest in, such additional amounts of Eligible Collateral as may are necessary to satisfy the Member’s then current Collateral Maintenance Level. If at any time any Eligible Collateral ceases to be deemed necessary Eligible Collateral as determined by the Bank for in its protection in accordance with Section 10(d) of sole discretion, the Act. (B) All documents and other matters pertaining Member will promptly grant a security interest to the Qualifying Bank in additional or substitute Eligible Collateral as necessary to meet the requirements of Section 3.03(A), or otherwise reported to Member’s then current Collateral Maintenance Level. Notwithstanding the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if notforegoing, the Bank may refuse elect to accept such Qualifying exercise its rights under Section VII.A. at any time the aggregate Borrowing Capacity of the Member’s Eligible Collateral or may assign such Qualifying is below the Member’s then current Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral PolicyMaintenance Level. (C2) No Obligor shall assignWithout the prior written consent of the Bank, pledge, transfer, create the Member will not: (a) grant any lien, encumbrance or security interest in, sell, convey, or otherwise dispose of any CollateralCollateral pledged pursuant to Section III.A.(2) or III.A.(3), to any party other than the Bank; provided, however, or (ib) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the extent it would result in the Member having pledged with the Bank as Qualifying Eligible Collateral for purposes with an aggregate Borrowing Capacity less than the Member’s then current Collateral Maintenance Level, foreclose on any property that secures any Loan Collateral. (3) To the extent the Bank does not require delivery of meeting Member’s Collateral, or the requirements of Section 3.03(A), so long as (A) no Event of Default Member has occurred and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such not yet delivered the Collateral to the Bank, is made at fair market value subject to Section IV.B.(6) and on terms and conditions that are fair and reasonable to such ObligorSection IV.C., all Collateral will be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank, and will be physically safeguarded by the Member with reasonable care. The Member will take all action necessary or prudent to protect and preserve the Collateral and the Bank’s interest therein, including without limitation, ensuring that all Loan Collateral is serviced in accordance with the standards of a reasonable and prudent mortgagee. (ii4) upon The form and sufficiency of all documents pertaining to the written request of Collateral must be satisfactory to the ObligorsBank. If any Collateral documents are not satisfactory to the Bank, the Bank will agree may assign a Borrowing Capacity to release the related Collateral that is less than the Borrowing Capacity that would otherwise be assigned to such Collateral under the Bank’s Credit Program, as shall be mutually agreeable the Bank may specify from time to time. Before extending any Advance or Commitment or accepting any Collateral, the Bank may require that the Member make any or all documents pertaining to the Collateral available to the Bank for its inspection and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (Aa) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral as may be deemed necessary by the Bank for its protection in accordance with Section 10(d) of the Act. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor The Member shall not assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral, nor shall the Member foreclose any First Mortgage Collateral without the prior written consent of the Bank if: (1) such Collateral has been specified or identified pursuant to Section 3.03 hereof or has been delivered to and is held by or on behalf of the Bank pursuant to Section 3.04 hereof, or the Bank has other wise perfected its security interest in such Collateral; providedor (2) at the time of or immediately after such action, however, (i) an Obligor may sell the Member is not or otherwise dispose of Collateral would not necessary to meet be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.03(A3.02(a) or is or would otherwise be in default under this Agreement. (b) Subject to Sections 3.03 and not 3.04 hereof, Collateral shall be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank’s interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (such policies and certificates of insurance or guaranty relating to such mortgages are herein called “insurance”), the collection of payments under all mortgages and under all insurance, and otherwise reported assuring that all mortgages are serviced in accordance with the standards of a reasonable and prudent mortgagee. (c) If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral, the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. If such Collateral was specified or identified pursuant to Section 3.03 hereof, or delivered to the Bank pursuant to Section 3.04 hereof, the Member shall request withdrawal of such Collateral pursuant to Section 3.03 hereof and shall promptly specify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (d) The Bank may review the form and sufficiency of all documents pertaining to the Collateral. Such documents must be satisfactory to the Bank and, if not, such Collateral may not be acceptable as Qualifying Collateral for purposes of meeting or may have a Lendable Collateral Value applied thereto that is less than the requirements of Section 3.03(A)Lendable Collateral Value otherwise applicable under the Bank’s Credit Policy, so long as (A) no Event of Default has occurred and is continuing and (B) the Bank may specify. The Bank may require that the Member make any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral all documents pertaining to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable available to the Bank for its inspection and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (A) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time In addition, the Obligors fail Member agrees to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral (which may be Collateral that is not Qualifying Collateral) as may be deemed necessary required by the Bank for in order to protect its protection in accordance security position with Section 10(d) respect to outstanding Indebtedness. The Member shall not assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Collateral without the express written consent of the ActBank. (B) All If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral, the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. The Member shall promptly specify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (C) The Bank may review the form and sufficiency of all documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), Collateral. Such documents must be satisfactory to the Bank and, if not, the Bank such Collateral may refuse to accept such not be acceptable as Qualifying Collateral or may assign such Qualifying Collateral have a Lendable Collateral Value applied thereto that is less than the Lendable Collateral Value otherwise applicable under the Bank's Credit and Policy, as the Bank may specify. The Bank may require that the Member make any or all documents pertaining to the Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported available to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred its inspection and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (A) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Fair Market Value that is at least equal to the then current Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of Collateral as may be deemed necessary by the Bank for its protection in accordance with Section 10(d) of the Act. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor The Member shall not assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, Collateral if: (i) an Obligor may sell such Collateral has been specified pursuant to Section 3.04 hereof or is held by or on behalf of the FHLBNY pursuant to Section 3.05 hereof, or the FHLBNY has otherwise dispose perfected its security interest in such Collateral; or (ii) at the time of Collateral or immediately after such action, Member is not necessary to meet or would not be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as 3.03 (A) no Event of Default has occurred and or is continuing and otherwise in default under this Agreement. The Member shall not grant a junior security interest in the Collateral to any other person. (B) any sale of Subject to Section 3.04 hereof, Collateral to a person controllingshall be held by the Member in trust for the benefit of, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral and subject to the Bankdirection and control of the FHLBNY, is made and will be physically safeguarded by the Member with at fair market value least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, Member shall take all action necessary or desirable to protect and preserve the Collateral and FHLBNY’s interest therein, including without limitation maintaining or causing to be maintained insurance on terms property securing mortgages constituting Collateral (such policies and conditions that are fair and reasonable certificates of insurance or guaranty relating to such ObligorMortgages are herein called “insurance”), the collection of payments under all mortgages and under all insurance, and (ii) upon otherwise assuring that the written request loans comprising part of the ObligorsMortgage Notes Collateral are serviced in accordance with the standards of a reasonable and prudent lender. Member, the Bank will agree to release as FHLBNY’s agent, shall collect all payments when due on all Collateral. If FHLBNY requires, Member shall hold such Collateral as shall be mutually agreeable collections separate from its other monies and apply them to the Bank reduction of Indebtedness as it becomes due; otherwise, FHLBNY consents to Member’s use and the Obligors so long as disposition of all such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)collections.

Collateral Maintenance Requirement. (A) The Obligors Notwithstanding anything to the contrary contained in any other Account Agreement, Grantor shall ensure that the aggregate market value of the Collateral held in the Account shall at all times maintain Qualifying be equal to or greater than an amount (such amount, the “Required Collateral which has a Lendable Collateral Value that is at least Amount”) equal to the Collateral Maintenance Levelproduct of (a) 100% times (b) the sum at such time of (i) the aggregate undrawn amount of all outstanding Credits (giving effect to any scheduled increases in the amount of each Credit in accordance with its terms and including any pending drawings made prior to expiration of the applicable Credit), plus (ii) the aggregate amount of all unreimbursed drawings under the Credits. At If at any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies aggregate market value of the Bank under this AgreementCollateral held in the Account shall exceed the Required Collateral Amount (such excess, “Excess Collateral”) or if the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, such additional amounts of in the Collateral as may shall be deemed necessary by the Bank for its protection released in accordance with Section 10(d) 12.6 hereof, then, reasonably promptly after Grantor’s written request therefor and after Grantor shall have provided to the Secured Parties any evidence thereof reasonably requested by the Secured Parties, the Secured Parties shall direct the Depositary Bank to transfer to Grantor such Excess Collateral or all of the Act. remaining Collateral, as applicable, in accordance with the funds transfer service provisions set forth in the Account Agreements then in effect between Grantor and the Depositary Bank (B) All documents or, in accordance with such other instructions as the Depositary Bank and other matters pertaining to Grantor may mutually agree in writing in the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose absence of any Collateralsuch provisions covering funds transfer services in such Account Agreements); provided, however, (i) an Obligor may sell or otherwise dispose that the Secured Parties shall not be obligated to direct the Depositary Bank to make any such transfer more often than once in any calendar quarter due to there being Excess Collateral solely as a result of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported interest and/or other amounts being credited to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A).Account

Collateral Maintenance Requirement. (A) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to The Member shall not assign, transfer and pledge, and grant to the Bank a transfer, create any security interest in, sell, or otherwise dispose of any Collateral if: (i) such additional amounts Collateral has been specified or identified pursuant to Section 3.05 hereof or is held by or on behalf of Collateral as may be deemed necessary by the Bank for pursuant to Section 3.06 hereof, or the Bank has otherwise perfected its protection security interest in accordance such Collateral; or (ii) at the time of or immediately after such action, the Member is not or would not be in compliance with Section 10(d) the collateral maintenance requirements of the Actfirst sentence of this Section 3.04 (A) or is otherwise in default under this Agreement. (B) All Except for Collateral delivered pursuant to Section 3.06 hereof, Collateral shall be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank's interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (such policies and certificates of insurance or guaranty relating to such mortgages are herein called "insurance"), the collection of payments under all mortgages and under all insurances, and otherwise assuring that all mortgages are serviced in accordance with the standards of a reasonable and prudent mortgagee. (C) If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral and, after such event, the Member is not or would not be in compliance with the collateral maintenance requirements of the first sentence of this Section 3.04(A), the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. If such Collateral was specified or identified pursuant to Section 3.05 hereof, or delivered to the Bank pursuant to Section 3.06 hereof, the Member shall promptly specify, identify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (D) The Bank may review the form and sufficiency of all documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), Collateral. Such documents must be satisfactory to the Bank and, if not, the Bank such Collateral may refuse to accept such not be acceptable as Qualifying Collateral or may assign such Qualifying Collateral have a Lendable Collateral Value applied thereto that is less than the Lendable Collateral Value otherwise applicable under the Bank's Credit and Policy, as the Bank may specify. The Bank may require that the Member make any or all documents pertaining to the Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported available to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred its inspection and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.

Collateral Maintenance Requirement. (A) The Obligors shall at all times maintain Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this AgreementIn addition, the Obligors agree to assign, transfer and pledge, and grant to the Bank a security interest in, maintain such additional amounts of Collateral as may be deemed necessary required by the Bank for its protection in accordance order to protect the Bank’s security position with Section 10(d) respect to the outstanding Liabilities of the ActObligors to the Bank. (B) All documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), must be satisfactory to the Bank and, if not, the Bank may refuse to accept such Qualifying Collateral or of may assign such Qualifying Collateral a Lendable Collateral Value less than the Lendable Collateral Value otherwise applicable under the Credit and Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred and is continuing and (B) any sale of such Collateral is sold to a person not controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A).

Collateral Maintenance Requirement. (A) The Obligors Member shall at all times maintain as Collateral an amount of Qualifying Collateral which has a Lendable Collateral Value that is at least equal to the then current required Collateral Maintenance Level. At any time the Obligors fail to maintain such Qualifying Collateral, as reasonably determined by the Bank, in addition to any other remedies of the Bank under this Agreement, the Obligors agree to The Member shall not assign, transfer and pledge, and grant to the Bank a transfer, create any security interest in, sell, or otherwise dispose of any Collateral if: (i) such additional amounts Collateral has been specified or identified pursuant to Section 3.05 hereof or is held by or on behalf of Collateral as may be deemed necessary by the Bank for pursuant to Section 3.06 hereof, or the Bank has otherwise perfected its protection security interest in accordance such Collateral; or (ii) at the time of or immediately after such action, the Member is not or would not be in compliance with Section 10(d) the collateral maintenance requirements of the Actfirst sentence of this Section 3.04 (A) or is otherwise in default under this Agreement. (B) All Except for Collateral delivered pursuant to Section 3.06 hereof, Collateral shall be held by the Member in trust for the benefit of, and subject to the direction and control of, the Bank and will be physically safeguarded by the Member with at least the same degree of care as the Member uses in physically safeguarding its other property. Without limitation of the foregoing, the Member shall take all action necessary or desirable to protect and preserve the Collateral and the Bank's interest therein, including without limitation the maintaining of insurance on property securing First Mortgage Collateral (such policies and certificates of insurance or guaranty relating to such mortgages are herein called "insurance"), the collection of payments under all mortgages and under all insurance, and otherwise assuring that all mortgages are serviced in accordance with the standards of a reasonable and prudent mortgagee. (C) If any Collateral that was Qualifying Collateral ceases to be Qualifying Collateral and, after such event, the Member is not or would not be in compliance of the collateral maintenance requirements of the first sentence of this Section 3.04(A), the Member shall promptly notify the Bank in writing of that fact and, if so requested by the Bank, of the reason that the Collateral has ceased to be Qualifying Collateral. If such Collateral was specified or identified pursuant to Section 3.05 hereof, or delivered to the Bank pursuant to Section 3.06 hereof, the Member shall promptly specify, identify, or deliver, as the case may be, other Qualifying Collateral having at least the same Lendable Collateral Value as the Collateral so requested to be withdrawn. (D) The Bank may review the form and sufficiency of all documents and other matters pertaining to the Qualifying Collateral necessary to meet the requirements of Section 3.03(A), or otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), Collateral. Such documents must be satisfactory to the Bank and, if not, the Bank such Collateral may refuse to accept such not be acceptable as Qualifying Collateral or may assign such Qualifying Collateral have a Lendable Collateral Value applied thereto that is less than the Lendable Collateral Value otherwise applicable under the Bank's Credit and Policy, as the Bank may specify. The Bank may require that the Member make any or all documents pertaining to the Collateral Policy. (C) No Obligor shall assign, pledge, transfer, create any lien, encumbrance or security interest in, sell, or otherwise dispose of any Collateral; provided, however, (i) an Obligor may sell or otherwise dispose of Collateral not necessary to meet the requirements of Section 3.03(A) and not otherwise reported available to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A), so long as (A) no Event of Default has occurred its inspection and is continuing and (B) any sale of Collateral to a person controlling, controlled by or in common control with any Obligor, except to any other Obligor that also pledges such Collateral to the Bank, is made at fair market value and on terms and conditions that are fair and reasonable to such Obligor, and (ii) upon the written request of the Obligors, the Bank will agree to release such Collateral as shall be mutually agreeable to the Bank and the Obligors so long as such Collateral to be released is not necessary to meet the requirements of Section 3.03(A) and not otherwise reported to the Bank as Qualifying Collateral for purposes of meeting the requirements of Section 3.03(A)approval.