Common use of Customer’s Representations and Warranties Regarding Collateral Clause in Contracts

Customer’s Representations and Warranties Regarding Collateral. Customer represents and warrants to Seattle Bank, as of the date of this Agreement and the date of each Advance, Commitment or Other Credit Accommodation made under this Agreement, as follows: 3.2.1 Customer owns and has marketable title to all Collateral and has the right and authority to grant a security interest in the Collateral and to subject all of the Collateral to this Agreement, and Customer covenants that it will defend the Collateral against the claims and demands of all persons; 3.2.2 With respect to any Eligible Mortgage Collateral originated by any party (whether affiliated or unaffiliated) other than Customer, the Mortgage Documents contain either a complete chain of endorsements (either on the mortgage note or a related allonge) from the originating party to Customer, a complete chain of endorsements in blank from each successive holder of the Mortgage Collateral or are MERS Mortgages for which Customer’s ownership has been registered with MERS. 3.2.3 The information contained in any financial report, call report, certification, audit, confirmation, report, schedule, or other documents required under this Agreement and any other information given from time to time by Customer as to each item of Eligible Collateral, and any information provided by Customer to its supervising state or federal agency in call reports or other reports, from which Seattle Bank obtains information related to Collateral, is true, accurate and complete in all material respects; 3.2.4 All Eligible Collateral meets the standards and requirements from time to time established by the Credit Policy, the Act and the Regulations and, in any case of variances among the Act, the Regulations and the Credit Policy, the most restrictive of such standards and requirements; 3.2.5 To Customer’s knowledge, no part of any real property encumbered by Mortgage Collateral contains or is subject to the effects of any hazardous materials or other hazardous substances, except as may have been disclosed to and reasonably approved by Customer in its underwriting of Mortgage Collateral, and Customer will indemnify and hold Seattle Bank harmless, and, at the option of Seattle Bank, defend Seattle Bank (with counsel satisfactory to Seattle Bank) from all liabilities, costs, damages, claims or expenses (including attorneys’ fees and environmental consultants’ fees) suffered, paid or incurred by Seattle Bank resulting from or arising out of any requirement under any applicable federal, state or local law, regulation, ordinance, order, judgment or decree relating to the release or cleanup of any such hazardous material or hazardous substance; 3.2.6 Except as permitted under Section 3.3 of this Agreement, Customer will not (i) sell, offer to sell or otherwise transfer Eligible Collateral, nor pledge, mortgage or create or suffer to exist a lien, claim of lien, encumbrance, right of set-off or other security interest or collateral assignment of any kind whatsoever in Eligible Collateral or the proceeds thereof in favor of any person other than Seattle Bank, or (ii) transfer physical possession of the Mortgage Documents evidencing Eligible Mortgage Collateral to any third party or affiliate without the prior written consent of Seattle Bank; Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement 3.2.7 All taxes, assessments and governmental charges levied or assessed or imposed upon or with respect to Eligible Collateral, including any real property subject to Eligible Mortgage Collateral, will be paid and if Customer fails to promptly pay such taxes, assessments or governmental charges, Seattle Bank may (but will not be required to) pay the same and any such expense will be an obligation under this Agreement; and 3.2.8 Customer will notify Seattle Bank promptly in writing of any change in the location of the Eligible Collateral and of any change in location of its principal place of business or jurisdiction of incorporation, organization or formation.

Customer’s Representations and Warranties Regarding Collateral. Customer represents and warrants to Seattle Bank, as of the date of this Agreement and the date of each Advance, Commitment or Other Credit Accommodation made under this Agreement, as follows: 3.2.1 Customer owns and has marketable title to all Collateral and has the right and authority to grant a security interest in the Collateral and to subject all of the Collateral to this Agreement, and Customer covenants that it will defend the Collateral against the claims and demands of all persons; 3.2.2 With respect to any Eligible Mortgage Collateral originated by any party (whether affiliated or unaffiliated) other than Customer, the Mortgage Documents contain either a complete chain of endorsements (either on the mortgage note or a related allonge) from the originating party to Customer, a complete chain of endorsements in blank from each successive holder of the Mortgage Collateral or are MERS Mortgages for which Customer’s ownership has been registered with MERS.; 3.2.3 The information contained in any financial report, call report, certification, audit, confirmation, report, schedule, or other documents required under this Agreement and any other information given from time to time by Customer as to each item of Eligible Collateral, and any information provided by Customer to its supervising state or federal agency in call reports or other reports, from which Seattle Bank obtains information related to Collateral, is true, accurate and complete in all material respects; 3.2.4 All Eligible Collateral meets the standards and requirements from time to time established by the Credit Policy, the Act and the Regulations and, in any case of variances among the Act, the Regulations and the Credit Policy, the most restrictive of such standards and requirements; 3.2.5 To Customer’s knowledge, no part of any real property encumbered by Mortgage Collateral contains or is subject to the effects of any hazardous materials or other hazardous substances, except as may have been disclosed to and reasonably approved by Customer in its underwriting of Mortgage Collateral, and Customer will indemnify and hold Seattle Bank harmless, and, at the option of Seattle Bank, defend Seattle Bank (with counsel satisfactory to Seattle Bank) from all liabilities, costs, damages, claims or expenses (including attorneys’ fees and environmental consultants’ fees) suffered, paid or incurred by Seattle Bank resulting from or arising out of any requirement under any applicable federal, state or local law, regulation, ordinance, order, judgment or decree relating to the release or cleanup of any such hazardous material or hazardous substance; 3.2.6 Except as permitted under Section 3.3 of this Agreement, Customer will not (i) sell, offer to sell or otherwise transfer Eligible Collateral, nor pledge, mortgage or create or suffer to exist a lien, claim of lien, encumbrance, right of set-off or other security interest or collateral assignment of any kind whatsoever in Eligible Collateral or the proceeds thereof in favor of any person other than Seattle Bank, or (ii) transfer physical possession of the Mortgage Documents evidencing Eligible Mortgage Collateral to any third party or affiliate without the prior written consent of Seattle Bank; Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement; 3.2.7 All taxes, assessments and governmental charges levied or assessed or imposed upon or with respect to Eligible Collateral, including any real property subject to Eligible Mortgage Collateral, will be paid and if Customer fails to promptly pay such taxes, assessments or governmental charges, Seattle Bank may (but will not be required to) pay the same and any such expense will be an obligation under this Agreement; and 3.2.8 Customer will notify Seattle Bank promptly in writing of any change in the location of the Eligible Collateral and of any change in location of its principal place of business or jurisdiction of incorporation, organization or formation.

Customer’s Representations and Warranties Regarding Collateral. Customer represents and warrants to Seattle Bank, as of the date of this Agreement and the date of each Advance, Commitment or Other Credit Accommodation made under this Agreement, as follows: 3.2.1 Customer owns and has marketable title to all Collateral and has the right and authority to grant a security interest in the Collateral and to subject all of the Collateral to this Agreement, and Customer covenants that it will defend the Collateral against the claims and demands of all persons; 3.2.2 With respect to any Eligible Mortgage Collateral originated by any party (whether affiliated or unaffiliated) other than Customer, the Mortgage Documents contain either a complete chain of endorsements (either on the mortgage note or a related allonge) from the originating party to Customer, a complete chain of endorsements in blank from each successive holder of the Mortgage Collateral or are MERS Mortgages for which Customer’s ownership has been registered with MERS. 3.2.3 The information contained in any financial report, call report, certification, audit, confirmation, report, schedule, or other documents required under this Agreement and any other information given from time to time by Customer as to each item of Eligible Collateral, and any information provided by Customer to its supervising state or federal agency in call reports or other reports, from which Seattle Bank obtains information related to Collateral, is true, accurate and complete in all material respects; 3.2.4 All Eligible Collateral meets the standards and requirements from time to time established by the Credit Policy, the Act and the Regulations and, in any case of variances among the Act, the Regulations and the Credit Policy, the most restrictive of such standards and requirements; 3.2.5 To Customer’s knowledge, no part of any real property encumbered by Mortgage Collateral contains or is subject to the effects of any hazardous materials or other hazardous substances, except as may have been disclosed to and reasonably approved by Customer in its underwriting of Mortgage Collateral, and Customer will indemnify and hold Seattle Bank harmless, and, at the option of Seattle Bank, defend Seattle Bank (with counsel satisfactory to Seattle Bank) from all liabilities, costs, damages, claims or expenses (including attorneys’ fees and environmental consultants’ fees) suffered, paid or incurred by Seattle Bank resulting from or arising out of any requirement under any applicable federal, state or local law, regulation, ordinance, order, judgment or decree relating to the release or cleanup of any such hazardous material or hazardous substance; 3.2.6 Except as permitted under Section 3.3 of this Agreement, Customer will not (i) sell, offer to sell or otherwise transfer Eligible Collateral, nor pledge, mortgage or create or suffer to exist a lien, claim of lien, encumbrance, right of to set-off or other security interest or collateral assignment of any kind whatsoever in Eligible Collateral or the proceeds thereof in favor of any person other than Seattle Bank, or (ii) transfer physical possession of the Mortgage Documents evidencing Eligible Mortgage Collateral to any third party or affiliate without the prior written consent of Seattle Bank; Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement; 3.2.7 All taxes, assessments and governmental charges levied or assessed or imposed upon or with respect to Eligible Collateral, including any real property subject to Eligible Mortgage Collateral, will be paid and if Customer fails to promptly pay such taxes, assessments or governmental chargeschanges, Seattle Bank may my (but will not be required to) pay the same and any such expense will be an obligation under this Agreement; and 3.2.8 Customer will notify Seattle Bank promptly in writing of any change in the location of the Eligible Collateral and of any change in location of its principal place of business or jurisdiction of incorporation, organization or formation.