Common use of Collateral Maintenance Requirement Clause in Contracts

Collateral Maintenance Requirement. 3.3.1 Customer will at all times maintain an amount of Eligible Collateral, pledged to Seattle Bank under this Agreement, which, after discounting by the Collateral Coverage Factor(s) applicable to such Eligible Collateral, has a value, as determined by Seattle Bank, of not less than the aggregate amount of all Advances, Commitments and Other Credit Accommodations then outstanding. This Collateral Maintenance Requirement may be increased or decreased by Seattle Bank at any time, based upon Customer’s creditworthiness or the quality of Customer’s Eligible Collateral, as determined by Seattle Bank from time to time. Customer will not, without prior written consent of Seattle Bank, assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Eligible Collateral if: (i) such Eligible Collateral is Physical Possession Collateral under Section 3.5 of this Agreement; (ii) immediately after such action, Customer’s remaining Eligible Collateral would be insufficient to comply with the Collateral Maintenance Requirement; or (iii) at the time of such action, there is an outstanding Event of Default under Section 4.1 of this Agreement. 3.3.2 All Eligible Collateral (other than Physical Possession Collateral held by Seattle Bank or its custodian) will be held by Customer in trust for the benefit of, and subject to the direction and control of Seattle Bank, and will be physically safeguarded by Customer with at least the same degree of care as Customer would ordinarily use in prudently safeguarding its property. Without limiting the foregoing, Customer will take all action necessary or desirable to protect and preserve Eligible Collateral held by Customer, including without limitation the maintaining of insurance on property securing mortgages constituting Eligible Collateral (such policies and certificates of insurance relating to such mortgages are in this Agreement called “insurance”), the collection of payments under all such mortgages and under all such insurance, and otherwise assuring that loans comprising Eligible Mortgage Collateral are serviced in accordance with the standards of a reasonable and prudent mortgagee. Customer, as Seattle Bank’s agent, will collect all payments when due on all Eligible Collateral held by Customer in trust for the benefit of Seattle Bank. If Seattle Bank requests, all such collections shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. At Seattle Bank’s sole discretion, Seattle Bank may then apply such collections to the payment of Indebtedness as it becomes due; otherwise, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use and dispose of such collections in the ordinary course of its business. 3.3.3 Subject to the Collateral Maintenance Requirement of Subsection 3.3.1 above, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use or dispose of all or part of the Collateral and proceeds thereof in the ordinary course of its business. Notwithstanding the foregoing, Customer may not use or dispose or all or part of Physical Possession Collateral or the proceeds thereof, except upon the De-Pledging of such Physical Possession Collateral in accordance with Section 3.6 below. 3.3.4 Customer will, upon request of Seattle Bank, immediately take such actions and execute such documentation as Seattle Bank may deem necessary or appropriate to create and perfect Seattle Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce or collect the Collateral; including, without limitation, executing any agreements, instructions or other documents that Seattle Bank deems necessary to establish control of Collateral by Seattle Bank or by its custodian on Seattle Bank’s behalf. 3.3.5 Any Collateral that is not satisfactory to Seattle Bank may be rejected at any time as Eligible Collateral by Seattle Bank, or in Seattle Bank’s discretion may at any time be discounted by a Collateral Coverage Factor that is less than the Collateral Coverage Factor normally ascribed thereto under the Credit Policy. Seattle Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement Bank may require, before or during the period when any Advance is made to Customer, that Customer make any or all Eligible Securities Collateral, all Mortgage Documents for Eligible Mortgage Collateral and any other documents pertaining to Eligible Collateral, including without limitation any agreements between Customer and its servicing agents, available to Seattle Bank for its inspection and approval. 3.3.6 In the case of any Eligible Collateral which is physically possessed by Customer, Customer will grant, upon Seattle Bank’s written request, an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer in order to inspect from time to time and/or remove and take possession of the Eligible Collateral. 3.3.7 In the case of Eligible Collateral which is physically possessed by any affiliate or servicing agent of Customer, Customer will, upon Seattle Bank’s written request, cause Customer’s affiliate or servicing agent to (i) grant an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer’s affiliate or servicing agent in order to inspect from time to time and/or remove and take possession of the Eligible Collateral; and/or (ii) establish custodial or control agreements, in form and content satisfactory to Seattle Bank, under which the affiliate’s or servicing agent’s physical possession will be held for the benefit of Seattle Bank as secured party. Seattle Bank may require such arrangements irrespective of whether the Eligible Collateral has been designated as Listed Collateral or Physical Possession Collateral under Sections 3.4 or 3.5 below. 3.3.8 Seattle Bank’s acceptance as Eligible Collateral of any Mortgage Collateral relating to multifamily or commercial properties may, in the discretion of Seattle Bank, be conditioned upon Customer’s execution and delivery of Rider(s) to this Agreement containing warranties and representations required of Customer by Seattle Bank for any Mortgage Collateral relating to multifamily or commercial properties.

Collateral Maintenance Requirement. 3.3.1 Customer will at all times maintain an amount of Eligible Collateral, pledged to Seattle Bank under this Agreement, which, after discounting by the Collateral Coverage Factor(s) applicable to such Eligible Collateral, has a value, as determined by Seattle Bank, of not less than the aggregate amount of all Advances, Commitments and Other Credit Accommodations then outstanding. This Collateral Maintenance Requirement may be increased or decreased by Seattle Bank at any time, based upon Customer’s 's creditworthiness or the quality of Customer’s 's Eligible Collateral, as determined by Seattle Bank from time to time. Customer will not, without prior written consent of Seattle Bank, assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Eligible Collateral if: (i) such Eligible Collateral is Physical Possession or Control Collateral under Section 3.5 of this Agreement; (ii) immediately after such action, Customer’s 's remaining Eligible Collateral would be insufficient to comply with the Collateral Maintenance Requirement; or (iii) at the time of such action, there is an outstanding Event of Default under Section 4.1 of this Agreement. 3.3.2 All Eligible Collateral (other than Physical Possession or Control Collateral held by Seattle Bank or its custodian) will be held by Customer in trust for the benefit of, and subject to the direction and control of Seattle Bank, and will be physically safeguarded by Customer with at least the same degree of care as Customer would ordinarily use in prudently safeguarding its property. Without limiting the foregoing, Customer will take all action necessary or desirable to protect and preserve Eligible Collateral held by Customer, including without limitation the maintaining of insurance on property securing mortgages constituting Eligible Collateral (such policies and certificates of insurance relating to such mortgages are in this Agreement called “insurance”), the collection of payments under all such mortgages and under all such insurance, and otherwise assuring that loans comprising Eligible Mortgage Collateral are serviced in accordance with the standards of a reasonable and prudent mortgagee. Customer, as Seattle Bank’s 's agent, will collect all payments when due on all Eligible Collateral held by Customer in trust for the benefit of Seattle Bank. If Seattle Bank requests, all such collections shall be held separate from Customer’s 's other monies in one or more designated Accounts maintained at Seattle Bank. At Seattle Bank’s 's sole discretion, Seattle Bank may then apply such collections to the payment of Indebtedness as it becomes due; otherwise, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use and dispose of such collections in the ordinary course of its business. 3.3.3 Subject to the Collateral Maintenance Requirement of Subsection 3.3.1 above, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use or dispose of all or part of the Collateral and proceeds thereof in the ordinary course of its business. Notwithstanding the foregoing, Customer may not use or dispose or of all or part of Physical Possession or Control Collateral or the proceeds thereof, except upon the De-Pledging of such Physical Possession or Control Collateral in accordance with Section 3.6 below. 3.3.4 Customer will, upon request of Seattle Bank, immediately take such actions and execute such documentation as Seattle Bank may deem necessary or appropriate to create and perfect Seattle Bank’s 's security interest in the Collateral or otherwise to obtain, preserve, protect, enforce or collect the Collateral; including, without limitation, executing any agreements, instructions or other documents that Seattle Bank deems necessary to establish control “control” under the provisions of the UCC of Collateral by Seattle Bank or by its custodian on Seattle Bank’s 's behalf. 3.3.5 Any Collateral that is not satisfactory to Seattle Bank may be rejected at any time as Eligible Collateral by Seattle Bank, or in Seattle Bank’s 's discretion may at any time be discounted by a Collateral Coverage Factor that is less than the Collateral Coverage Factor normally ascribed thereto under the Credit Policy. Seattle Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement Bank may require, before or during the period when any Advance is made to Customer, that Customer make any or all Eligible Securities Collateral, all Mortgage Documents for Eligible Mortgage Collateral and any other documents pertaining to Eligible Collateral, including without limitation any agreements between Customer and its servicing agents, available to Seattle Bank for its inspection and approval. 3.3.6 In the case of any Eligible Collateral which is physically possessed by Customer, Customer will grant, upon Seattle Bank’s 's written request, an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer in order to inspect from time to time and/or remove and take possession of the Eligible Collateral. 3.3.7 In the case of Eligible Collateral which is physically possessed by any affiliate or servicing agent of Customer, Customer will, upon Seattle Bank’s 's written request, cause Customer’s 's affiliate or servicing agent to (i) grant an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer’s 's affiliate or servicing agent in order to inspect from time to time and/or remove and take possession of the Eligible Collateral; and/or (ii) establish custodial or control agreements, in form and content satisfactory to Seattle Bank, under which the affiliate’s 's or servicing agent’s 's physical possession will be held for the benefit of Seattle Bank as secured party. Seattle Bank may require such arrangements irrespective of whether the Eligible Collateral has been designated as Listed Collateral or Physical Possession or Control Collateral under Sections 3.4 or 3.5 below. 3.3.8 Seattle Bank’s 's acceptance as Eligible Collateral of any Mortgage Collateral relating to multifamily or commercial properties may, in the discretion of Seattle Bank, be conditioned upon Customer’s 's execution and delivery of Rider(s) to this Agreement containing warranties and representations required of Customer by Seattle Bank for any Mortgage Collateral relating to multifamily or commercial properties.

Collateral Maintenance Requirement. 3.3.1 Customer will at all times maintain an amount of Eligible Collateral, pledged to Seattle Bank under this Agreement, which, after discounting by the Collateral Coverage Factor(s) applicable to such Eligible Collateral, has a value, as determined by Seattle Bank, of not less than the aggregate amount of all Advances, Commitments and Other Credit Accommodations then outstanding. This Collateral Maintenance Requirement may be increased or decreased by Seattle Bank at any time, based upon Customer’s creditworthiness or the quality of Customer’s Eligible Collateral, as determined by Seattle Bank from time to time. Customer will not, without prior written consent of Seattle Bank, assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Eligible Collateral if: (i) such Eligible Collateral is Physical Possession Collateral under Section 3.5 of this Agreement; (ii) immediately after such action, Customer’s remaining Eligible Collateral would be insufficient to comply with the Collateral Maintenance Requirement; or (iii) at the time of such action, there is an outstanding Event of Default under Section 4.1 of this Agreement. 3.3.2 All Eligible Collateral (other than Physical Possession Collateral held by Seattle Bank or its custodian) will be held beheld by Customer in trust for the benefit of, and subject to the direction and control of Seattle Bank, and will be physically safeguarded safe guarded by Customer with at least the same degree of care as Customer would ordinarily use in prudently safeguarding its property. Without limiting the foregoing, Customer will take all action necessary or desirable to protect and preserve Eligible Collateral held by Customer, including without limitation the maintaining of insurance on property securing mortgages constituting Eligible Collateral (such policies and certificates of insurance relating to such mortgages are in this Agreement called “insurance”), the collection of payments under all such mortgages and under all such insurance, and otherwise assuring that loans comprising Eligible Mortgage Collateral are serviced in accordance with the standards of a reasonable and prudent mortgagee. Customer, as Seattle Bank’s agent, will collect all payments when due on all Eligible Collateral held by Customer in trust for the benefit of Seattle Bank. If Seattle Bank requests, all such collections shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. At Seattle Bank’s sole discretion, Seattle Bank may then apply such collections to the payment of Indebtedness as it becomes due; otherwise, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use and dispose of such collections in the ordinary course of its business. 3.3.3 Subject to the Collateral Maintenance Requirement of Subsection 3.3.1 above, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use or dispose of all or part of the Collateral and proceeds thereof in the ordinary course of its business. Notwithstanding the foregoing, Customer may not use or dispose or all or part of Physical Possession Collateral or the proceeds thereof, except upon the De-Pledging of such Physical Possession Collateral in accordance with Section 3.6 below. 3.3.4 Customer will, upon request of Seattle Bank, immediately take such actions and execute such documentation as Seattle Bank may deem necessary or appropriate to create and perfect Seattle Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce or collect the Collateral; including, without limitation, executing any agreements, instructions or other documents that Seattle Bank deems necessary to establish control of Collateral by Seattle Bank or by its custodian on Seattle Bank’s behalf. 3.3.5 Any Collateral that is not satisfactory to Seattle Bank may be rejected at any time as Eligible Collateral by Seattle Bank, or in Seattle Bank’s discretion may at any time be discounted by a Collateral Coverage Factor that is less than the Collateral Coverage Factor normally ascribed thereto under the Credit Policy. Seattle Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement Bank may require, before or during the period when any Advance is made to Customer, that Customer make any or all Eligible Securities Collateral, all Mortgage Documents for Eligible Mortgage Collateral and any other documents pertaining to Eligible Collateral, including without limitation any agreements between Customer and its servicing agents, available to Seattle Bank for its inspection and approval. 3.3.6 In the case of any Eligible Collateral which is physically possessed by Customer, Customer will grant, upon Seattle Bank’s written request, an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer in order to inspect from time to time and/or remove and take possession of the Eligible Collateral. 3.3.7 In the case of Eligible Collateral which is physically possessed by any affiliate or servicing agent of Customer, Customer will, upon Seattle Bank’s written request, cause Customer’s affiliate or servicing agent to (i) grant an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer’s affiliate or servicing agent in order to inspect from time to time and/or remove and take possession of the Eligible Collateral; and/or (ii) establish custodial or control agreements, in form and content satisfactory to Seattle Bank, under which the affiliate’s or servicing agent’s physical possession will be held for the benefit of Seattle Bank as secured party. Seattle Bank may require such arrangements irrespective of whether the Eligible Collateral has been designated as Listed Collateral or Physical Possession Collateral under Sections 3.4 or 3.5 below. 3.3.8 Seattle Bank’s acceptance as Eligible Collateral of any Mortgage Collateral relating to multifamily or commercial properties may, in the discretion of Seattle Bank, be conditioned upon Customer’s execution and delivery of Rider(s) to this Agreement containing warranties and representations required of Customer by Seattle Bank for any Mortgage Collateral relating to multifamily or commercial properties.

Collateral Maintenance Requirement. 3.3.1 Customer will at all times maintain an amount of Eligible Collateral, pledged to Seattle Bank under this Agreement, which, after discounting by the Collateral Coverage Factor(s) applicable to such Eligible Collateral, has a value, as determined by Seattle Bank, of not less than the aggregate amount of all Advances, Commitments and Other Credit Accommodations then outstanding. This Collateral Maintenance Requirement may be increased or decreased by Seattle Bank at any time, based upon Customer’s creditworthiness or the quality of Customer’s Eligible Collateral, as determined by Seattle Bank from time to time. Customer will not, without prior written consent of Seattle Bank, assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Eligible Collateral if: (i) such Eligible Collateral is Physical Possession Collateral under Section 3.5 of this Agreement; (ii) immediately after such action, Customer’s remaining Eligible Collateral would be insufficient to comply with the Collateral Maintenance Requirement; or (iii) at the time of such action, there is an outstanding Event of Default under Section 4.1 of this Agreement. 3.3.2 All Eligible Collateral (other than Physical Possession Collateral held by Seattle Bank or of its custodian) will be held by Customer in trust for the benefit of, and subject to the direction and control of Seattle Bank, and will be physically safeguarded by Customer with at least the same degree of care as Customer would ordinarily use in prudently safeguarding its property. Without limiting the foregoing, Customer will take all action necessary or desirable to protect and preserve Eligible Collateral held by Customer, including without limitation the maintaining of insurance on property securing mortgages constituting Eligible Collateral (such policies and certificates of insurance relating to such mortgages are in this Agreement called “insurance”), the collection of payments under all such mortgages and under all such insurance, and otherwise assuring that loans comprising Eligible Mortgage Collateral are serviced in accordance with the standards of a reasonable and prudent mortgagee. Customer, as Seattle Bank’s agent, will collect all payments when due on all Eligible Collateral held by Customer in trust for the benefit of Seattle Bank. If Seattle Bank requests, all such collections shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. At Seattle Bank’s sole discretion, Seattle Bank may then apply such collections to the payment of Indebtedness as it becomes due; otherwise, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use and dispose of such collections in the ordinary course of its business. 3.3.3 Subject to the Collateral Maintenance Requirement of Subsection 3.3.1 above, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use or dispose of all or part of the Collateral and proceeds thereof in the ordinary course of its business. Notwithstanding the foregoing, Customer may not use or dispose or all or part of Physical Possession Collateral or the proceeds thereof, except upon the De-Pledging of such Physical Possession Collateral in accordance with Section 3.6 below. 3.3.4 Customer will, upon request of Seattle Bank, immediately take such actions and execute such documentation as Seattle Bank may deem necessary or appropriate to create and perfect Seattle Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce or collect the Collateral; including, without limitation, executing any agreements, instructions or other documents that Seattle Bank deems necessary to establish control of Collateral by Seattle Bank or by its custodian on Seattle Bank’s behalf. 3.3.5 Any Collateral that is not satisfactory to Seattle Bank may be rejected at any time as Eligible Collateral by Seattle Bank, or in Seattle Bank’s discretion may at any time be discounted by a Collateral Coverage Factor that is less than the Collateral Coverage Factor normally ascribed thereto under the Credit Policy. Seattle Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement Bank may require, before or during the period when any Advance is made to Customer, that Customer make any or all Eligible Securities Collateral, all Mortgage Documents for Eligible Mortgage Collateral and any other documents pertaining to Eligible Collateral, including without limitation any agreements between Customer and its servicing agents, available to Seattle Bank for its inspection and approval. 3.3.6 In the case of any Eligible Collateral which is physically possessed by Customer, Customer will grant, upon Seattle Bank’s written request, an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer in order to inspect from time to time and/or remove and take possession of the Eligible Collateral. 3.3.7 In the case of Eligible Collateral which is physically possessed by any affiliate or servicing agent of Customer, Customer will, upon Seattle Bank’s written request, cause Customer’s affiliate or servicing agent to (i) grant an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer’s affiliate or servicing agent in order to inspect from time to time and/or remove and take possession of the Eligible Collateral; and/or (ii) establish custodial or control agreements, in form and content satisfactory to Seattle Bank, under which the affiliate’s or servicing agent’s physical possession will be held for the benefit of Seattle Bank as secured party. Seattle Bank may require such arrangements irrespective of whether the Eligible Collateral has been designated as Listed Collateral or Physical Possession Collateral under Sections 3.4 or 3.5 below. 3.3.8 Seattle Bank’s acceptance as Eligible Collateral of any Mortgage Collateral relating to multifamily or commercial properties may, in the discretion of Seattle Bank, be conditioned upon Customer’s execution and delivery of Rider(s) to this Agreement containing warranties and representations required of Customer by Seattle Bank for any Mortgage Collateral relating to multifamily or commercial properties.

Collateral Maintenance Requirement. 3.3.1 Customer will at all times maintain an amount of Eligible Collateral, pledged to Seattle Bank under this Agreement, which, after discounting by the Collateral Coverage Factor(s) applicable to such Eligible Collateral, has a value, as determined by Seattle Bank, of not less than the aggregate amount of all Advances, Commitments and Other Credit Accommodations then outstanding. This Collateral Maintenance Requirement may be increased or decreased by Seattle Bank at any time, based upon Customer’s creditworthiness or the quality of Customer’s Eligible Collateral, as determined by Seattle Bank from time to time. Customer will not, without prior written consent of Seattle Bank, assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Eligible Collateral if: (i) such Eligible Collateral is Physical Possession or Control Collateral under Section 3.5 of this Agreement; (ii) immediately after such action, Customer’s remaining Eligible Collateral would be insufficient to comply with the Collateral Maintenance Requirement; or (iii) at the time of such action, there is an outstanding Event of Default under Section 4.1 of this Agreement. 3.3.2 All Eligible Collateral pledged hereunder (other than Physical Possession or Control Collateral held by Seattle Bank or its custodian) will be held by Customer in trust for the benefit of, and subject to the direction and control of Seattle Bank, and will be physically safeguarded by Customer with at least the same degree of care as Customer would ordinarily use in prudently safeguarding its property. Without limiting the foregoing, Customer will take all action necessary or desirable to protect and preserve Eligible Collateral pledged hereunder and held by Customer, including without limitation the maintaining of insurance on property securing mortgages constituting Eligible Collateral (such policies and certificates of insurance relating to such mortgages are in this Agreement called “insurance”), the collection of payments under all such mortgages and under all such insurance, and otherwise assuring that loans comprising Eligible Mortgage Collateral pledged hereunder are serviced in accordance with the standards of a reasonable and prudent mortgagee. Customer, as Seattle Bank’s agent, will collect all payments when due on all Eligible Collateral held by Customer in trust for the benefit of Seattle Bank. If Seattle Bank requests, all such collections shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. At Seattle Bank’s sole discretion, Seattle Bank may then apply such collections to the payment of Indebtedness as it becomes due; otherwise, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use and dispose of such collections in the ordinary course of its business. 3.3.3 Subject to the Collateral Maintenance Requirement of Subsection 3.3.1 above, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use or dispose of all or part of the Collateral and proceeds thereof in the ordinary course of its business. Notwithstanding the foregoing, Customer may not use or dispose or all or part of Physical Possession or Control Collateral or the proceeds thereof, except upon the De-Pledging of such Physical Possession or Control Collateral in accordance with Section 3.6 below.. Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement PAGE 8 OF 8 : 08/09 3558114.4 0053958-00010 3.3.4 Customer will, upon request of Seattle Bank, immediately take such actions and execute such documentation as Seattle Bank may deem necessary or appropriate to create and perfect Seattle Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce or collect the Collateral; including, without limitation, executing any agreements, instructions or other documents that Seattle Bank deems necessary to establish control under the provisions of the UCC of Collateral by Seattle Bank or by its custodian on Seattle Bank’s behalf. 3.3.5 Any Collateral that is not satisfactory to Seattle Bank may be rejected at any time as Eligible Collateral by Seattle Bank, or in Seattle Bank’s discretion may at any time be discounted by a Collateral Coverage Factor that is less than the Collateral Coverage Factor normally ascribed thereto under the Credit Policy. Seattle Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement Bank may require, before or during the period when any Advance is made to Customer, that Customer make any or all Eligible Securities CollateralCollateral pledged hereunder, all Mortgage Documents for Eligible Mortgage Collateral pledged hereunder and any other documents pertaining to Eligible CollateralCollateral pledged hereunder, including without limitation any agreements between Customer and its servicing agents, available to Seattle Bank for its inspection and approval. 3.3.6 In the case of any Eligible Collateral pledged hereunder which is physically possessed by Customer, Customer will grant, upon Seattle Bank’s written request, an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer in order to inspect from time to time and/or remove and take possession of the such Eligible Collateral. 3.3.7 In the case of Eligible Collateral pledged hereunder which is physically possessed by any affiliate or servicing agent of Customer, Customer will, upon Seattle Bank’s written request, cause Customer’s affiliate or servicing agent to (i) grant an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer’s affiliate or servicing agent in order to inspect from time to time and/or remove and take possession of the such Eligible Collateral; and/or (ii) establish custodial or control agreements, in form and content satisfactory to Seattle Bank, under which the affiliate’s or servicing agent’s physical possession will be held for the benefit of Seattle Bank as secured party. Seattle Bank may require such arrangements irrespective of whether the such Eligible Collateral has been designated as Listed Collateral or Physical Possession or Control Collateral under Sections 3.4 or 3.5 below. 3.3.8 Seattle Bank’s acceptance as Eligible Collateral of any Mortgage Collateral relating to multifamily or commercial properties may, in the discretion of Seattle Bank, be conditioned upon Customer’s execution and delivery of Rider(s) to this Agreement containing warranties and representations required of Customer by Seattle Bank for any Mortgage Collateral relating to multifamily or commercial properties.

Collateral Maintenance Requirement. 3.3.1 Customer will at all times maintain an amount of Eligible Collateral, pledged to Seattle Bank under this Agreement, which, after discounting by the Collateral Coverage Factor(s) applicable to such Eligible Collateral, has a value, as determined by Seattle Bank, of not less than the aggregate amount of all Advances, Commitments and Other Credit Accommodations then outstanding. This Collateral Maintenance Requirement may be increased or decreased by Seattle Bank at any time, based upon Customer’s creditworthiness or the quality of Customer’s Eligible Collateral, as determined by Seattle Bank from time to time. Customer will not, without prior written consent of Seattle Bank, assign, pledge, transfer, create any security interest in, sell, or otherwise dispose of any Eligible Collateral if: (i) such Eligible Collateral is Physical Possession Collateral under Section 3.5 of this Agreement; (ii) immediately after such action, Customer’s remaining Eligible Collateral would be insufficient to comply with the Collateral Maintenance Requirement; or (iii) at the time of such action, there is an outstanding Event of Default under Section 4.1 of this Agreement. 3.3.2 All Eligible Collateral (other than Physical Possession Collateral held by Seattle Bank or its custodian) will be held by Customer in trust for the benefit of, and subject to the direction and control of Seattle Bank, and will be physically safeguarded by Customer with at least the same degree of care as Customer would ordinarily use in prudently safeguarding its property. Without limiting the foregoing, Customer will take all action necessary or desirable to protect and preserve Eligible Collateral held by Customer, including without limitation the maintaining of insurance on property securing mortgages constituting Eligible Collateral (such policies and certificates of insurance relating to such mortgages are in this Agreement called “insurance”), the collection of payments under all such mortgages and under all such insurance, and otherwise assuring that loans comprising Eligible Mortgage Collateral are serviced in accordance with the standards of a reasonable and prudent mortgagee. Customer, as Seattle Bank’s agent, will collect all payments when due on all Eligible Collateral held by Customer in trust for the benefit of Seattle Bank. If Seattle Bank requests, all such collections shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. At Seattle Bank’s sole discretion, Seattle Bank may then apply such collections to the payment of Indebtedness as it becomes due; otherwise, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use and dispose of such collections in the ordinary course of its business. 3.3.3 Subject to the Collateral Maintenance Requirement of Subsection 3.3.1 above, and provided there is no outstanding Event of Default under Section 4.1 of this Agreement, Customer may use or dispose of all or part of the Collateral and proceeds thereof in the ordinary course of its business. Notwithstanding the foregoing, Customer may not use or dispose or all or part of Physical Possession Collateral or the proceeds thereof, except upon the De-Pledging of such Physical Possession Collateral in accordance with Section 3.6 below. 3.3.4 Customer will, upon request of Seattle Bank, immediately take such actions and execute such documentation as Seattle Bank may deem necessary or appropriate to create and perfect Seattle Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce or collect the Collateral; including, without limitation, executing any agreements, instructions or other documents that Seattle Bank deems necessary to establish control of Collateral by Seattle Bank or by its custodian on Seattle Bank’s behalf. 3.3.5 Any Collateral that is not satisfactory to Seattle Bank may be rejected at any time as Eligible Collateral by Seattle Bank, or in Seattle Bank’s discretion may at any time be discounted by a Collateral Coverage Factor that is less than the Collateral Coverage Factor normally ascribed thereto under the Credit Policy. Seattle Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement Bank may require, before or during the period when any Advance is made to Customer, that Customer make any or all Eligible Securities Collateral, all Mortgage Documents for Eligible Mortgage Collateral and any other documents pertaining to Eligible Collateral, including without limitation any agreements between Customer and its servicing agents, available to Seattle Bank for its inspection and approval. 3.3.6 In the case of any Eligible Collateral which is physically possessed by Customer, Customer will grant, upon Seattle Bank’s written request, an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer in order to inspect from time to time and/or remove and take possession of the Eligible Collateral. 3.3.7 In the case of Eligible Collateral which is physically possessed by any affiliate or servicing agent of Customer, Customer will, upon Seattle Bank’s written request, cause Customer’s affiliate or servicing agent to (i) grant an irrevocable license to Seattle Bank, in form and content satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by any real property owner or landlord of the premises where such Eligible Collateral is located), that will allow representatives of Seattle Bank to enter the premises of Customer’s affiliate or servicing agent in order to inspect from time to time and/or remove and take possession of the Eligible Collateral; and/or (ii) establish custodial or control agreements, in form and content satisfactory to Seattle Bank, under which the affiliate’s or servicing agent’s physical possession will be held for the benefit of Seattle Bank as secured party. Seattle Bank may require such arrangements irrespective of whether the Eligible Collateral has been designated as Listed Collateral or Physical Possession Collateral under Sections 3.4 or 3.5 below. 3.3.8 Seattle Bank’s acceptance as Eligible Collateral of any Mortgage Collateral relating to multifamily or commercial properties may, in the discretion of Seattle Bank, be conditioned upon Customer’s execution and delivery of Rider(s) to this Agreement containing warranties and representations required of Customer by Seattle Bank for any Mortgage Collateral relating to multifamily or commercial properties.