Common use of MORTGAGE COLLATERAL Clause in Contracts

MORTGAGE COLLATERAL. The Borrower acknowledges that the Bank is permitting it to retain in its possession all Specific and Blanket Mortgage Collateral (together or separately the “Mortgage Collateral”) for purposes of servicing, collection and foreclosure, and the Borrower acknowledges that the Borrower will hold such Mortgage Collateral, and all proceeds and payments therefrom, in trust as the Bank’s security and for the benefit and subject to the direction and control of the Bank, and upon the following additional terms and conditions: (a) At the Bank’s request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Mortgage Collateral in the Bank’s form for the same. Further, at the Bank’s request and sole option, the Borrower will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor of the Bank all or any portion of same. Except as authorized by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral prior to its payment in full of all Obligations. The Borrower shall promptly notify the Bank in writing (i) whenever principal payments in excess of ten percent (10%) of the remaining unpaid balance are made by Borrower’s customers on any item of Specific Mortgage Collateral, (ii) whenever any item of Specific Mortgage Collateral is paid off in full by Borrower’s customers or involved in any foreclosure action, and/or (iii) whenever any building on property serving as Specific Mortgage Collateral is damaged by casualty or otherwise in excess of twenty-five percent (25%) of its appraised value (if the Borrower does not reasonably believe that such building can be promptly repaired). Such written notices shall not initially be required where a Borrower’s Blanket Mortgage Collateral provides collateral for the Obligations (i.e., if Sections 2(c) or 2(d) above has been utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (ii) principal balances due under Mortgage Collateral shall be maintained at all times by the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower shall have the right to make and retain all collections from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course of business. (i) The Borrower shall keep and maintain all Mortgage Collateral at all times free and clear of pledges, liens, participation interests (unless taken or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock of such affiliate), and encumbrances, unless the Bank approves, or is deemed to have approved, any such pledge, lien, participation interest or encumbrance, as provided in this Section 5(e)(i). Borrower shall promptly give the Bank specific and detailed written notice of any security interest or participation in Mortgage Collateral taken by third party lenders, affiliates or others. If at the time of such notice, no outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank does not reply in writing to such notice by Borrower within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) or 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower is not required to comply with this subsection 5(e)(ii) of the Agreement provided the Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard insurance and by insurance against all other risks customary and generally required by mortgage lenders in the area in which the mortgaged property is located for the type of mortgage loan involved in an amount not less than the unpaid balance due the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause such insurance policies to include the Borrower and its “successors and assigns” as loss payee under a standard mortgagee endorsement to evidence the Bank’s mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank ten (10) days prior notice of any policy cancellation. At the Bank’s demand, the Borrower will physically deliver to the Bank any such insurance policies. The Bank may cause any secured property to be insured if the Borrower fails to do so, and any such expense shall be an additional Obligation hereunder.

MORTGAGE COLLATERAL. The (a) Except to the extent that FHLBank directs otherwise, Borrower acknowledges and each Pledging Affiliate that the Bank is permitting it to retain has granted a security interest in its possession all Specific and Blanket Mortgage Collateral (together or separately may retain possession of the “Mortgage Collateral”) same for purposes of servicing, collection and foreclosurecollecting, and the enforcing such Mortgage Collateral. Borrower acknowledges that the Borrower will and each Pledging Affiliate shall hold such Mortgage Collateral, Collateral and all the proceeds of and payments therefrom, collections from such Mortgage Collateral in trust as the Bankfor FHLBank’s security and for the benefit benefit. Borrower shall, and subject shall cause each Pledging Affiliate to, comply with all directions that FHLBank gives pursuant to this Blanket Agreement. Except to the direction extent that FHLBank directs otherwise or this Blanket Agreement otherwise provides, Borrower and control of the Bank, and upon the following additional terms and conditions: (a) At the Bank’s request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Pledging Affiliate that has granted a security interest in Mortgage Collateral may in the Bank’s form for the same. Further, at the Bank’s request and sole option, the Borrower will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor ordinary course of the Bank all or any portion of same. Except as authorized by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral prior to its payment in full of all Obligations. The Borrower shall promptly notify the Bank in writing business (i) whenever principal payments in excess of ten percent (10%) of the remaining unpaid balance are made by Borrower’s customers on any item of Specific retain all collections from Mortgage Collateral, (ii) whenever release mortgages included in Mortgage Collateral, (iii) retain all collections from Mortgage Collateral, and act to collect delinquent payments due under Mortgage Collateral, including exercising the remedy of foreclosure. Neither Borrower nor any item Pledging Affiliate need disclose the interest of FHLBank in such Mortgage Collateral while so acting. (b) FHLBank from time to time may direct Borrower and any Pledging Affiliate that has granted a Security interest in Mortgage Collateral to (i) segregate the documents evidencing or securing each mortgage loan that constitutes a part of Mortgage Collateral in file folders, labeled with the name of the borrower and/or number used to identify the loan, from the documents evidencing or securing the other mortgage loans that constitute Mortgage Collateral, to mxxx such folders and documents as Mortgage Collateral in which FHLBank has a security interest, (ii) segregate physically all such Mortgage Collateral from mortgage loans that do not constitute Mortgage Collateral, (iii) segregate physically Mortgage Collateral from any other assets in Borrower’s or such Pledging Affiliate’s possession, and (iv) segregate Mortgage Collateral physically from loan documents that are not part of Mortgage Collateral within a collateral vault or in a separate collateral vault. (c) FHLBank from time to time may direct Borrower and any Pledging Affiliate possessing Mortgage Collateral to produce (i) lists of (A) the mortgage loans included in Mortgage Collateral and (B) the documents constituting or pertaining to them, whether paper or electronic, and (ii) reports containing information pertaining to the same in such detail that FHLBank may require. Such information may include details of loan structure, terms of loans, and underwriting. Such documents shall include the following: ancillary security agreements, policies and certificates of insurance or guarantees, rent assignments, FHA mortgage insurance or VA loan guarantee certificates, title insurance policies, evidence of recordation, applications, underwriting materials, surveys, appraisals, approvals, permits, notices, opinions of counsel, and loan servicing data. (d) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to endorse in form acceptable to FHLBank, including endorsement in blank if FHLBank so directs, all promissory notes included in Mortgage Collateral in favor of FHLBank and any collateral agent that FHLBank may designate. (e) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to deliver physical possession of such Mortgage Collateral, including any participation certificates or related documents, to FHLBank or a collateral agent designated by FHLBank. (f) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to (i) pay immediately to FHLBank any and all collections from Mortgage Collateral, (ii) deposit in an account designated by FHLBank from time to time all collections, including checks, drafts, cash, and other remittances of payment on Mortgage Collateral, from Mortgage Collateral, and (iii) to direct the obligors on mortgage loans included in Mortgage Collateral to remit payments due under such Mortgage Collateral to FHLBank or to a collateral agent or depository designated by FHLBank from time to time. FHLBank may apply all amounts that it receives as collections or proceeds of Mortgage Collateral to principal and interest of the Obligations, in whatever manner or order FHLBank in its sole discretion may elect. (g) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to assign the mortgages included in such Mortgage Collateral to FHLBank, a collateral agent designated by FHLBank or MERS, or to notify MERS of the assignment of such Mortgage Collateral to FHLBank or such collateral agent. (h) With regard to Specific Mortgage Collateral is paid off and, to the extent that FHLBank shall direct, Blanket Mortgage Collateral, Borrower shall, and shall cause any Pledging Affiliate that has granted a security interest in Mortgage Collateral, to promptly notify FHLBank if any of the following occur: (i) payment of the remaining principal balance of a mortgage loan; (ii) payment in full by Borrower’s customers or involved in any foreclosure action, and/or of a mortgage loan occurs; or (iii) whenever (A) casualty damage to any building on property serving as Specific Mortgage Collateral is damaged encumbered by casualty or otherwise in excess a mortgage securing a mortgage loan decreases the appraised value of such building twenty-five percent (25%) of its appraised value (if the Borrower does not reasonably believe that such building can be promptly repaired). Such written notices shall not initially be required where a Borrower’s Blanket Mortgage Collateral provides collateral for the Obligations (i.e.or more, if Sections 2(c) or 2(d) above has been utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (iiB) principal balances due under Mortgage Collateral shall such damage cannot be maintained at all times by the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower shall have the right to make and retain all collections from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course of businessrepaired promptly. (i) The Borrower shall keep and maintain all or any Pledging Affiliate that has granted a security interest in Mortgage Collateral at all times free and clear may Transfer Mortgage Collateral to an Affiliate of pledges, liens, participation interests (unless taken Borrower that is a Pledging Affiliate provided that Borrower or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock such Pledging Affiliate first notifies FHLBank in writing of such affiliate)Transfer. (j) Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral may Transfer Mortgage Collateral to any person or entity that is not a Pledging Affiliate provided that FHLBank (i) first approves such Transfer in writing, and encumbrances, unless the Bank approves, or (ii) is otherwise reasonably deemed to have approvedapproved such Transfer, or (iii) as further specified below: If FHLBank has not directed delivery of the physical possession of Mortgage Collateral to FHLBank or its designee or notified Borrower in writing that Borrower or any such pledgePledging Affiliate must obtain FHLBank’s written consent prior to effecting a Transfer of any loans included in Mortgage Collateral, lien, participation interest Borrower or encumbrancea Pledging Affiliate may Transfer Mortgage Collateral, as provided in this Section 5(e)(i)long as following such Transfer, the Qualifying Collateral has a Lendable Collateral Value equal to or greater than the Collateral Maintenance Requirement. In such event, (A) FHLBank shall be deemed to have approved such Transfer, and (B) Borrower or a Pledging Affiliate, as the case may be, need not notify FHLBank prior to effecting such Transfer. (k) Borrower shall, and shall promptly give the Bank specific and detailed written notice of cause each Pledging Affiliate to, insure that (i) “all risk” property insurance covers any security interest building or participation other property securing any obligation included in Mortgage Collateral taken by third party lenders, affiliates or others. If at in an amount equal to the time replacement cost of such noticebuilding, no outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank does not reply in writing to such notice by Borrower within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) or 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower is not required to comply with this subsection 5(e)(ii) of the Agreement provided the Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard other insurance and by insurance against all other risks customary and generally required by mortgage as lenders in the area in which the mortgaged property is located for the type vicinity of mortgage loan involved in an amount not less than the unpaid balance due the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause building customarily require covers such building, (iii) all such insurance policies to include includes Borrower or the Borrower and Pledging Affiliate, as the case may be, its “successors and assigns” , as loss payee under a standard mortgagee endorsement to evidence endorsement, and (iv) if FHLBank so directs, such insurance shall provide that the Bank’s mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank insurer may not cancel it without at least ten (10) days days’ prior written notice to FHLBank. Borrower or any Pledging Affiliate may satisfy the foregoing insurance requirement with a blanket insurance policy containing such deductibles, limits of liability as FHLBank may approve in writing in advance and issued by an insurer as FHLBank may approve in writing in advance. Any insurer issuing such insurance must satisfy the standards that FHLBank may establish from time to time for such insurers. FHLBank may direct from time to time Borrower and any policy cancellation. At the Bank’s demand, the Borrower will Pledging Affiliate to physically deliver the originals of such insurance to the Bank FHLBank or a collateral agent designated by FHLBank. If any such insurance policies. The Bank required by this subsection lapses, FHLBank may cause any secured property to be insured if the Borrower fails to do so, obtain such insurance in its favor at Borrower’s expense and any such expense shall be as an additional Obligation hereunder. (l) Borrower shall, and shall cause each Pledging Affiliate to, pay any fees or expenses that FHLBank incurs in connection with reviewing, acquiring, evidencing, protecting, perfecting, evaluating or realizing on its security interest in Mortgage Collateral, including (without limitation) insurance premiums and the fees of attorneys, accountants, evaluation consultants, recording offices and collateral agents. (m) Borrower shall, and shall cause each Pledging Affiliate to originate and service all loans included in Mortgage Collateral in accordance with all Applicable Laws, including without limitation those relating to predatory or high cost lending or abusive loan practices. (n) Borrower shall, and shall cause each Pledging Affiliate to, enforce the payment provisions of all mortgage loans included in Mortgage Collateral, including collecting all amounts specified thereunder when due.

MORTGAGE COLLATERAL. The Borrower acknowledges that the Bank is permitting it to retain in its possession all Specific and Blanket (1) Except as set forth on Schedule 4.23(g)(1): (A) no part of any Mortgage Collateral securing an Owned Mortgage Loan has been condemned; (together B) there is no Proceeding pending or, to the knowledge of the Borrower, threatened against or separately affecting any Borrower or any of the “Mortgage Collateral securing an Owned Mortgage Loan that, if determined adversely to such Borrower or Mortgage Collateral”) for purposes , would reasonably be expected to adversely affect the value of servicing, collection and foreclosure, and the Borrower acknowledges that the Borrower will hold such Mortgage Collateral, ; and all proceeds and payments therefrom, in trust as the Bank’s security and for the benefit and subject to the direction and control of the Bank, and upon the following additional terms and conditions: (aC) At the Bank’s request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Mortgage Collateral in the Bank’s form for the same. Further, at the Bank’s request and sole option, the Borrower will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor of the Bank all or there is no casualty affecting any portion of samethe Mortgage Collateral securing an Owned Mortgage Loan. (2) To the knowledge of the Borrower, all of the real property and improvements included in the Mortgage Collateral securing each Owned Mortgage Loan comply in all material respects with all applicable zoning, land use, environmental and other applicable law, as well as any regulatory agreement or restrictive covenant affecting such Mortgage Collateral. Except as authorized There is no pending action or proceeding directly involving any mortgaged Mortgage Collateral securing an Owned Mortgage Loan of which the Borrower or any Subsidiary of the Borrower is aware in which compliance with any Environmental Law, rule or regulation is an issue; and to the knowledge of the Borrower, nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property. (3) If an Owned Mortgage Loan is secured by a long-term residential lease, (A) the lessor under the lease holds a fee simple interest in the land; (B) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and the acquisition by the Bank, holder of the Borrower shall Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (C) the terms of such lease do not withdraw any Specific Mortgage Collateral prior to its payment in full of all Obligations. The Borrower shall promptly notify the Bank in writing (i) whenever principal payments in excess of ten percent (10%) allow the termination thereof upon the lessee’s default without the holder of the remaining unpaid balance are made by Borrower’s customers on any item of Specific Mortgage Collateralbeing entitled to receive written notice of, and opportunity to cure, such default, (ii) whenever any item allow the termination of Specific the lease in the event of damage or destruction as long as the Mortgage Collateral is paid off in full by Borrower’s customers or involved in any foreclosure actionexistence, and/or (iii) whenever prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (iv) permit any building on property serving as Specific increase in rent other than pre-established increases set forth in the lease; (D) the original term of such lease is not less than 15 years; (E) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (F) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice. (4) The Borrower and the Borrower’s Subsidiaries have properly filed or caused to be properly filed all UCC financing statements, including all extension statements, in the appropriate offices required to perfect and maintain a valid Lien in all Mortgage Collateral is damaged for which a filing of a UCC financing statement may be used to perfect and maintain a valid Lien in such Mortgage Collateral. (5) The Mortgage Collateral securing each of the Owned Mortgage Loans is, and has been at all times during which such Mortgage Collateral secured an Owned Mortgage Loan, covered by policies of hazard and flood insurance, to the extent required by applicable law, all in a form usual and customary in the industry and all of which are in full force and effect, and all amounts due and payable under each policy have been, or will be, paid prior to the Closing Date. All fire and casualty policies covering the real property and improvements encumbered by each Mortgage related to an Owned Mortgage Loan (A) name the mortgagee and its successors and assigns as the insured under a standard mortgage clause, (B) to knowledge of the Borrower, are in full force and effect, and (C) afford insurance against fire and such other risks as are usually insured against in the special risk or otherwise all risk form of extended coverage insurance generally available. Each Mortgage or other related Loan Document for each Owned Mortgage Loan provides that insurance proceeds and condemnation proceeds will be applied to either restore or repair the related mortgaged Mortgage Collateral or repay the principal of the related Owned Mortgage Loan, with, in some cases, the related Borrower being entitled to receive proceeds in excess of twenty-five percent the amount utilized to restore or repair the related mortgaged Mortgage Collateral. (25%6) To the knowledge of its appraised value (if the Borrower, there are no uninsured casualty losses to the premises securing the Owned Mortgage Loans or any casualty losses to such premises where coinsurance has been or will be claimed by the insurance company or where the loss, exclusive of contents, is greater than the net recovery from the casualty insurance carrier. To the knowledge of the Borrower, all damage with respect to which casualty insurance proceeds have been received by or through the Borrower does not reasonably believe that or any Subsidiary of the Borrower has been repaired or is in the process of being repaired with such building can be promptly repaired). Such written notices shall not initially be required where a proceeds. (7) To the knowledge of the Borrower’s Blanket , there are no structural defects affecting any of the improvements included in the Mortgage Collateral provides collateral securing the Owned Mortgage Loans, other than defects for the Obligations (i.e., if Sections 2(c) or 2(d) above has which adequate reserves have been utilized established by the BorrowerBorrower with the Borrower or any Subsidiary of the Borrower and which are identified on Schedule 4.23(g)(7). (b) The aggregate 8) In the event that an Owned Mortgage Loan is secured by a deed of trust, all applicable law with respect to the (i) market value trustee’s service under such deed of Securities Collateral trust have been complied with or, if not complied with, can be cured solely by substituting trustees thereunder and (ii) principal balances due under Mortgage Collateral shall be maintained at all times by filing a substitution of trustee document in the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policyappropriate filing or recording office. (c9) Upon written direction To the knowledge of the Borrower, the Mortgage Collateral securing each Owned Mortgage Loan is lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the such mortgaged Mortgage Collateral and, with respect to the use and occupancy of the same, including certificates of occupancy, have been made or obtained from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligationsappropriate authorities. (d10) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity The source of the Obligation involved)down payment with respect to each Owned Mortgage Loan has been verified in accordance with the guidelines of the Borrower or a Subsidiary of the Borrower unless such Owned Mortgage Loan is in an acceptable program that does not require verification of assets. (11) Each Mortgage or other Loan Document related to each Owned Mortgage Loan contains an enforceable provision for the acceleration of the unpaid balance of the related Owned Mortgage Loan, if, without prior consent of lender or satisfaction of certain conditions, the Borrower related mortgaged Mortgage Collateral or interest therein is directly or indirectly transferred or sold or encumbered (including in connection with subordinate financing) without the prior written consent of the mortgagee thereunder. (12) The Mortgage Collateral securing an Owned Mortgage Loan is located in the state identified in Schedule 4.23(a) and consists of a contiguous parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a townhouse; provided, however, that any condominium project or planned unit development shall have conform with the right to make and retain all collections from time to time coming due on applicable law regarding such dwellings. No mortgaged Mortgage Collateral securing an Owned Mortgage Loan consists of manufactured homes, log homes, mobile homes, geodesic domes or other unique property types. None of the mortgaged Mortgage Collateral securing an Owned Mortgage Loan is comprised in whole or part of cooperative units. As of the respective appraisal date for each item of mortgaged Mortgage Collateral, to execute and deliver satisfactions of or releases no portion of such mortgaged Mortgage Collateral paid in fullwas being used for commercial or mixed-use purposes and, and to take all necessary legal action to enforce collection the Borrower’s or Borrower’s Subsidiaries knowledge, since the date of delinquent paymentssuch appraisal, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course no portion of business. (i) The Borrower shall keep and maintain all such mortgaged Mortgage Collateral at all times free and clear of pledges, liens, participation interests (unless taken or held by an affiliate of Borrower, of which has been used for commercial purposes. No Owned Mortgage Loan finances builder inventory. If the Borrower owns or controls, directly or indirectly, 100% of the voting stock of such affiliate), and encumbrances, unless the Bank approves, or is deemed to have approved, any such pledge, lien, participation interest or encumbrance, as provided in this Section 5(e)(i). Borrower shall promptly give the Bank specific and detailed written notice of any security interest or participation in mortgaged Mortgage Collateral taken by third party lenders, affiliates securing an Owned Mortgage Loan is a condominium unit or others. If at the time of such notice, no outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank does not reply in writing to such notice by Borrower within thirty a planned unit development (30) days following receipt of it, such security interest or participation of other than a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s written approval prior to the actual sale or transfer of (or the granting of any participation inde minimus planned unit development) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) condominium or 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower is not required to comply planned unit development project complies with this subsection 5(e)(ii) of the Agreement provided the Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by othersapplicable law. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard insurance and by insurance against all other risks customary and generally required by mortgage lenders in the area in which the mortgaged property is located for the type of mortgage loan involved in an amount not less than the unpaid balance due the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause such insurance policies to include the Borrower and its “successors and assigns” as loss payee under a standard mortgagee endorsement to evidence the Bank’s mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank ten (10) days prior notice of any policy cancellation. At the Bank’s demand, the Borrower will physically deliver to the Bank any such insurance policies. The Bank may cause any secured property to be insured if the Borrower fails to do so, and any such expense shall be an additional Obligation hereunder.

MORTGAGE COLLATERAL. The Borrower Owner acknowledges that the Bank is permitting it to retain in its possession all Specific and Blanket Mortgage Collateral (together or separately the “"Mortgage Collateral”") for purposes of servicing, collection and foreclosure, and the Borrower Owner acknowledges that the Owner, Borrower or other Bank approved third party will hold such Mortgage Collateral, and all proceeds and payments therefrom, in trust as the Bank’s 's security and for the benefit and subject to the direction and control of the Bank, and upon the following additional terms and conditions: (a) At the Bank’s 's request and sole option, the Borrower Owner shall immediately deliver to the Bank an Assignment of each item of Mortgage Collateral in the Bank’s 's form for the same. Further, at the Bank’s 's request and sole option, the Borrower Owner will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor of the Bank all or any portion of same. Except as authorized by the Bank, the Borrower Owner shall not withdraw any Specific Mortgage Collateral prior to its payment in full of all Obligations. The Borrower Owner shall promptly notify the Bank in writing (i) whenever principal payments in excess of ten percent (10%) of the remaining unpaid balance are made by Borrower’s customers on any item of Specific Mortgage Collateral, (ii) whenever any item of Specific Mortgage Collateral is paid off in full by Borrower’s customers or involved in any foreclosure action, and/or (iii) whenever any building on property serving as Specific Mortgage Collateral is damaged by casualty or otherwise in excess of twenty-five percent (25%) of its appraised value (if the Borrower Owner does not reasonably believe that such building can be promptly repaired). Such written notices notice shall not initially be required where a Borrower’s an Owner's Blanket Mortgage Collateral provides collateral for the Obligations (i.e., if Sections 2(c) or 2(d) above has been utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (ii) principal balances due under Securities Collateral and/or Mortgage Collateral shall be maintained at all times by the Borrower and Owner in an amount not less than that percentage of outstanding advances amounts as required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will Owner shall deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower Owner shall have the right to make and retain all collections from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower Owner in its ordinary course of business. (i) The Borrower shall Owner agrees to keep and maintain all Mortgage Collateral at all times free and clear of pledges, liens, participation interests (unless taken or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock of such affiliate), and encumbrances, unless the Bank approves, approves or is deemed to have approved, any such pledge, lien, participation interest or encumbrance, as provided in this Section 5(e)(i). Borrower The Owner shall promptly give the Bank specific and detailed written notice of any security interest or participation in Mortgage Collateral taken by third party lenders, affiliates or others. If at the time of such notice, no outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower Owner and if the Bank does not reply in writing to such notice by Borrower Owner within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower Owner shall obtain the Bank’s 's written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of the Blanket Mortgage Collateral (i.e. notation by the Borrower Owner of Sections 2(c) or 2(d) above), ) and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower Owner is not required to comply with this subsection 5(e)(ii) of the Agreement provided Agreement, provided, the Owner or Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Owner and Borrower warrants warrant to the Bank that an their aggregate pledged mortgage portfolio portfolios equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains remain unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard insurance and by insurance against all other risks customary and generally required by mortgage lenders in the area in which the mortgaged property is located for the type of mortgage loan involved in an amount not less than the unpaid balance due the Borrower Owner by its customer on each such item of Mortgage Collateral. The Borrower Owner will cause such insurance policies to include the Borrower Owner and its “"successors and assigns” " as loss payee under a standard mortgagee mortgage endorsement to evidence the Bank’s 's mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank ten (10) days prior notice of any policy cancellation. At the Bank’s 's demand, the Borrower will Owner shall physically deliver to the Bank any such insurance policies. The Bank may cause any secured property to be insured if the Borrower Owner fails to do so, and any such expense shall be an additional Obligation hereunder.

MORTGAGE COLLATERAL. The Borrower acknowledges that the Bank is permitting it to retain in its possession all Specific and Blanket Mortgage Collateral (together or separately the “Mortgage Collateral”) for purposes of servicing, collection and foreclosure, and the Borrower acknowledges that the Borrower will hold such Mortgage Collateral, and all proceeds and payments therefrom, in trust as the Bank’s security and for the benefit and subject to the direction and control of the Bank, and upon the following additional terms and conditions:. (a) At the Bank’s request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Mortgage Collateral in the Bank’s form for the same. , Further, at the Bank’s request and sole option, the Borrower will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor of the Bank all or any portion of same. Except as authorized by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral prior to its payment in full of all Obligations. The Borrower shall promptly notify the Bank in writing (i) whenever principal payments in excess of ten percent (10%) of the remaining unpaid balance are made by Borrower’s customers on any item of Specific Mortgage Collateral, (ii) whenever any item of Specific Mortgage Collateral is paid off in full by Borrower’s customers or involved in any foreclosure action, and/or (iii) whenever any building on property serving as Specific Mortgage Collateral is damaged by casualty or or~ otherwise in excess of twenty-five percent (25%) of its appraised value (if the Borrower does not reasonably believe that such building can be promptly repaired). Such written notices shall not initially be required where a Borrower’s Blanket Mortgage Collateral provides collateral for the Obligations (i.e., if Sections 2(c) or 2(d) above has been utilized Utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (ii) principal balances due under Mortgage Collateral shall be maintained at all times by the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source Source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence Occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower shall have the right to make and retain all collections collecions from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course of business. (i) The Borrower shall keep and maintain all Mortgage Collateral at all times free and clear of pledges, liens, participation interests (unless taken or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock of such affiliate), and encumbrances, encumbrances unless the Bank approves, or is deemed to have approved, any such pledge, lien, participation interest or encumbrance, encumbrance as provided in this Section 5(e)(i5(e). (i) Borrower shall promptly give the Bank specific and detailed written notice of any security interest or participation in Mortgage Collateral taken by third party lenders, affiliates or others. If at the time of such notice, no outstanding Outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank does not reply in writing Writing to such notice by Borrower within Within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) or 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower is not required to comply with this subsection 5(e)(ii) of the Agreement provided the Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard insurance and by insurance against all other risks customary and generally required by mortgage lenders in the area in which the mortgaged property is located for the type of mortgage loan involved in an amount not less than the unpaid balance due the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause such insurance policies to include the Borrower and its “successors and assigns” as loss payee under a standard mortgagee endorsement to evidence the Bank’s mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank ten (10) days prior notice of any policy cancellation. At the Bank’s demand, the Borrower will physically deliver to the Bank any such insurance policies. The Bank may cause any secured property to be insured if the Borrower fails to do so, and any such expense shall be an additional Obligation hereunder.

MORTGAGE COLLATERAL. The (a) Except to the extent that FHLBank directs otherwise, Borrower acknowledges and each Pledging Affiliate that the Bank is permitting it to retain has granted a security interest in its possession all Specific and Blanket Mortgage Collateral (together or separately may retain possession of the “Mortgage Collateral”) same for purposes of servicing, collection and foreclosurecollecting, and the enforcing such Mortgage Collateral. Borrower acknowledges that the Borrower will and each Pledging Affiliate shall hold such Mortgage Collateral, Collateral and all the proceeds of and payments therefrom, collections from such Mortgage Collateral in trust as the Bankfor FHLBank’s security and for the benefit benefit. Borrower shall, and subject shall cause each Pledging Affiliate to, comply with all directions that FHLBank gives pursuant to this Blanket Agreement. Except to the direction extent that FHLBank directs otherwise or this Blanket Agreement otherwise provides, Borrower and control of the Bank, and upon the following additional terms and conditions: (a) At the Bank’s request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Pledging Affiliate that has granted a security interest in Mortgage Collateral may in the Bank’s form for the same. Further, at the Bank’s request and sole option, the Borrower will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor ordinary course of the Bank all or any portion of same. Except as authorized by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral prior to its payment in full of all Obligations. The Borrower shall promptly notify the Bank in writing business (i) whenever principal payments in excess of ten percent (10%) of the remaining unpaid balance are made by Borrower’s customers on any item of Specific retain all collections from Mortgage Collateral, (ii) whenever release mortgages included in Mortgage Collateral, (iii) retain all collections from Mortgage Collateral, and act to collect delinquent payments due under Mortgage Collateral, including exercising the remedy of foreclosure. Neither Borrower nor any item Pledging Affiliate need disclose the interest of FHLBank in such Mortgage Collateral while so acting. (b) FHLBank from time to time may direct Borrower and any Pledging Affiliate that has granted a Security interest in Mortgage Collateral to (i) segregate the documents evidencing or securing each mortgage loan that constitutes a part of Mortgage Collateral in file folders, labeled with the name of the borrower and/or number used to identify the loan, from the documents evidencing or securing the other mortgage loans that constitute Mortgage Collateral, to mxxx such folders and documents as Mortgage Collateral in which FHLBank has a security interest, (ii) segregate physically all such Mortgage Collateral from mortgage loans that do not constitute Mortgage Collateral, (iii) segregate physically Mortgage Collateral from any other assets in Borrower’s or such Pledging Affiliate’s possession, and (iv) segregate Mortgage Collateral physically from loan documents that are not part of Mortgage Collateral within a collateral vault or in a separate collateral vault. (c) FHLBank from time to time may direct Borrower and any Pledging Affiliate possessing Mortgage Collateral to produce (i) lists of (A) the mortgage loans included in Mortgage Collateral and (B) the documents constituting or pertaining to them, whether paper or electronic, and (ii) reports containing information pertaining to the same in such detail that FHLBank may require. Such information may include details of loan structure, terms of loans, and underwriting. Such documents shall include the following: ancillary security agreements, policies and certificates of insurance or guarantees, rent assignments, FHA mortgage insurance or VA loan guarantee certificates, title insurance policies, evidence of recordation, applications, underwriting materials, surveys, appraisals, approvals, permits, notices, opinions of counsel, and loan servicing data. (d) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to endorse in form acceptable to FHLBank, including endorsement in blank if FHLBank so directs, all promissory notes included in Mortgage Collateral in favor of FHLBank and any collateral agent that FHLBank may designate. (e) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to deliver physical possession of such Mortgage Collateral, including any participation certificates or related documents, to FHLBank or a collateral agent designated by FHLBank. (f) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to (i) pay immediately to FHLBank any and all collections from Mortgage Collateral, (ii) deposit in an account designated by FHLBank from time to time all collections, including checks, drafts, cash, and other remittances of payment on Mortgage Collateral, from Mortgage Collateral, and (iii) to direct the obligors on mortgage loans included in Mortgage Collateral to remit payments due under such Mortgage Collateral to FHLBank or to a collateral agent or depository designated by FHLBank from time to time. FHLBank may apply all amounts that it receives as collections or proceeds of Mortgage Collateral to principal and interest of the Obligations, in whatever manner or order FHLBank in its sole discretion may elect. (g) FHLBank may from time to time direct Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral to assign the mortgages included in such Mortgage Collateral to FHLBank, a collateral agent designated by FHLBank or MERS, or to notify MERS of the assignment of such Mortgage Collateral to FHLBank or such collateral agent. (h) With regard to Specific Mortgage Collateral is paid off and, to the extent that FHLBank shall direct, Blanket Mortgage Collateral, Borrower shall, and shall cause any Pledging Affiliate that has granted a security interest in Mortgage Collateral, to promptly notify FHLBank if any of the following occur: (i) payment of the remaining principal balance of a mortgage loan; (ii) payment in full by Borrower’s customers or involved in any foreclosure action, and/or of a mortgage loan occurs; or (iii) whenever (A) casualty damage to any building on property serving as Specific Mortgage Collateral is damaged encumbered by casualty or otherwise in excess a mortgage securing a mortgage loan decreases the appraised value of such building twenty-five percent (25%) of its appraised value (if the Borrower does not reasonably believe that such building can be promptly repaired). Such written notices shall not initially be required where a Borrower’s Blanket Mortgage Collateral provides collateral for the Obligations (i.e.or more, if Sections 2(c) or 2(d) above has been utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (iiB) principal balances due under Mortgage Collateral shall such damage cannot be maintained at all times by the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower shall have the right to make and retain all collections from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course of businessrepaired promptly. (i) The Borrower shall keep and maintain all or any Pledging Affiliate that has granted a security interest in Mortgage Collateral at all times free and clear may Transfer Mortgage Collateral to an Affiliate of pledges, liens, participation interests (unless taken Borrower that is a Pledging Affiliate provided that Borrower or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock such Pledging Affiliate first notifies FHLBank in writing of such affiliate)Transfer. (j) Borrower and any Pledging Affiliate that has granted a security interest in Mortgage Collateral may Transfer Mortgage Collateral to any person or entity that is not a Pledging Affiliate provided that FHLBank (i) first approves such Transfer in writing, and encumbrances, unless the Bank approves, or (ii) is otherwise reasonably deemed to have approvedapproved such Transfer, or (iii) as further specified below: If FHLBank has not directed delivery of the physical possession of Mortgage Collateral to FHLBank or its designee or notified Borrower in writing that Borrower or any such pledgePledging Affiliate must obtain FHLBank’s written consent prior to effecting a Transfer of any loans included in Mortgage Collateral, lien, participation interest Borrower or encumbrancea Pledging Affiliate may Transfer Mortgage Collateral, as provided in this Section 5(e)(i)long as following such Transfer, the Qualifying Collateral has a Lendable Collateral Value equal to or greater than the Collateral Maintenance Requirement. In such event, (A) FHLBank shall be deemed to have approved such Transfer, and (B) Borrower or a Pledging Affiliate, as the case may be, need not notify FHLBank prior to effecting such Transfer. (k) Borrower shall, and shall promptly give the Bank specific and detailed written notice of cause each Pledging Affiliate to insure that (i) “all risk” property insurance covers any security interest building or participation other property securing any obligation included in Mortgage Collateral taken by third party lenders, affiliates or others. If at in an amount equal to the time replacement cost of such noticebuilding, no outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank does not reply in writing to such notice by Borrower within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) or 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower is not required to comply with this subsection 5(e)(ii) of the Agreement provided the Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard other insurance and by insurance against all other risks customary and generally required by mortgage as lenders in the area in which the mortgaged property is located for the type vicinity of mortgage loan involved in an amount not less than the unpaid balance due the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause building customarily require covers such building, (iii) all such insurance policies to include includes Borrower or the Borrower and Pledging Affiliate, as the case may be, its “successors and assigns” , as loss payee under a standard mortgagee endorsement to evidence endorsement, and (iv) if FHLBank so directs, such insurance shall provide that the Bank’s mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank insurer may not cancel it without at least ten (10) days prior written notice to FHLBank. Borrower or any Pledging Affiliate may satisfy the foregoing insurance requirement with a blanket insurance policy containing such deductibles, limits of liability as FHLBank may approve in writing in advance and issued by an insurer as FHLBank may approve in writing in advance. Any insurer issuing such insurance must satisfy the standards that FHLBank may establish from time to time for such insurers. FHLBank may direct from time to time Borrower and any policy cancellation. At the Bank’s demand, the Borrower will Pledging Affiliate to physically deliver the originals of such insurance to the Bank FHLBank or a collateral agent designated by FHLBank. If any such insurance policies. The Bank required by this subsection lapses, FHLBank may cause any secured property to be insured if the Borrower fails to do so, obtain such insurance in its favor at Borrower’s expense and any such expense shall be as an additional Obligation hereunder. (l) Borrower shall, and shall cause each Pledging Affiliate to pay any fees or expenses that FHLBank incurs in connection with reviewing, acquiring, evidencing, protecting, perfecting, evaluating or realizing on its security interest in Mortgage Collateral, including (without limitation) insurance premiums and the fees of attorneys, accountants, evaluation consultants, recording offices and collateral agents. (m) Borrower shall, and shall cause each Pledging Affiliate to originate and service all loans included in Mortgage Collateral in accordance with all Applicable Laws, including without limitation those relating to predatory or high cost lending or abusive loan practices. (n) Borrower shall, and shall cause each Pledging Affiliate to enforce the payment provisions of all mortgage loans included in Mortgage Collateral, including collecting all amounts specified thereunder when due.

MORTGAGE COLLATERAL. The Borrower acknowledges that the Bank is permitting it to retain in its possession all Specific and Blanket Mortgage Collateral (together or separately the “"Mortgage Collateral”") for purposes of servicing, collection and foreclosure, and the Borrower acknowledges that the Borrower will hold such Mortgage Collateral, and all proceeds and payments therefrom, therefrom in trust as the Bank’s 's security and for the benefit and subject to the direction and control of the Bank, and upon the following additional terms and conditions: (a) At the Bank’s 's request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Mortgage Collateral in the Bank’s 's form for the same. Further, at the Bank’s 's request and sole option, the Borrower will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor of the Bank all or any portion of same. Except as authorized by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral prior to its payment in full of all Obligations. The Borrower shall promptly notify the Bank in writing (i) whenever the principal payments in excess of ten percent (10%) of the remaining unpaid balance are made by Borrower’s 's customers on any item of Specific Mortgage Collateral, (ii) whenever any item of Specific Mortgage Collateral is paid off in full by Borrower’s 's customers or involved in any foreclosure action, and/or (iii) whenever any building on property serving as Specific Mortgage Collateral is damaged by casualty or otherwise in excess of twenty-five percent (25%) of its appraised value (if the Borrower does not reasonably believe that such building can be promptly repaired). Such written notices notice shall not initially be required where a Borrower’s Blanket Mortgage Collateral 's entire mortgage loan portfolio provides collateral for the Obligations (i.e., if Sections 2(c) or Section 2(d) above has been utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (ii) principal balances due under Securities Collateral and/or Mortgage Collateral shall be maintained at all times by the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower shall have the right to make and retain all collections from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course of business. (i) The Borrower shall agrees to keep and maintain all such Mortgage Collateral at all times free and clear of pledges, liensliens and encumbrances of others, participation interests (unless taken or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock of such affiliate), and encumbrances, unless the Bank approves, or is deemed to have approved, any such pledge, lien, participation interest or encumbrance, except as provided in this Section 5(e)(i)herein. The Borrower shall promptly give the Bank specific and detailed written notice of any security interest or participation in such Blanket Mortgage Collateral taken by of third party lenders, affiliates lenders or others. If at the time Such security interest or participation of such notice, no outstanding advances third party lenders shall be deemed approved by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank if it does not reply in writing to such notice by Borrower within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approvedsame. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s 's written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral a Borrower's entire mortgage loan collateral portfolio (i.e. i.e., notation by the Borrower of Sections 2(c) or Section 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower is not required to comply with this subsection 5(e)(ii) of the Agreement provided Agreement, provided, the Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged a mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged mortgage property constituting Mortgage Collateral shall be covered by all risk hazard insurance and by insurance against all other risks customary and generally required by residential or multi-family (as the case may be) mortgage lenders in the area in which the mortgaged property is located for the type of mortgage loan involved in an amount not less than the unpaid balance due the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause such insurance policies to include the Borrower and its “"successors and assigns” " as loss payee under a standard mortgagee mortgage endorsement to evidence the Bank’s 's mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank ten (10) days prior notice of any policy cancellation. At the Bank’s 's demand, the Borrower will physically deliver to the Bank any such insurance policies. The Bank may cause any secured such property to be insured if the Borrower fails to do so, and any such expense shall be an additional Obligation hereunder.

MORTGAGE COLLATERAL. Within fifteen (15) days after the date hereof the Borrower will provide to the Administrative Agent the BBA Proposal Package for each Borrowing Base Property and evidence of flood insurance for any Borrowing Base Property that is a Flood Hazard Property. The Borrower acknowledges that will also promptly provide to the Bank is permitting it Administrative Agent, and in any event not later than fifteen (15) days after the date on which the same shall be requested in writing to retain the Borrower from the Administrative Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Promptly and in any event within sixty (60) days after the date hereof (subject to extension by the Administrative Agent in its possession all Specific sole discretion and Blanket Mortgage Collateral without the need for approval from the Requisite Lenders) (together or separately the “Mortgage CollateralRecording Deadline”) for purposes of servicing, collection and foreclosure, and the Borrower acknowledges that the Borrower will hold such Mortgage Collateral, and all proceeds and payments therefrom, in trust as the Bank’s security and for the benefit and subject to the direction and control of the Bank, and upon the following additional terms and conditions: (a) At the Bank’s request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Mortgage Collateral in the Bank’s form for the same. Further, at the Bank’s request and sole option), the Borrower will physically deliver (a) cause those Subsidiary Guarantors holding fee and leasehold interests in the Borrowing Base Properties described on Schedule BBP hereto (the “Initial Mortgaged Properties”) to provide to the Bank all documentation as to Specific Administrative Agent, for each Borrowing Base Property, those items required by the definition of Mortgage Collateral and/or Blanket Mortgage Collateral Deliverables (includingother than Appraisals, without limitation, any participation certificates or other evidence thereofwhich shall be delivered within one hundred and twenty (120) and/or endorse days after the date hereof (subject to extension by the Administrative Agent and the Bank of America Agent in favor their sole discretion) and shall not be a condition to the recording of the Bank all or any portion applicable Mortgage), and Sections 9(g) and (i) hereof, and (b) provide to the Administrative Agent reasonably satisfactory evidence of same. Except as authorized by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral prior to its payment in full of any and all Obligationstitle insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the issuance of the Mortgage Policies, Collateral diligence and the recordation of the Mortgages and Assignments of Leases on the Initial Mortgaged Properties. The Borrower shall promptly notify To the Bank in writing extent that after the Amendment Effective Date and prior to the Mortgage Recording Deadline, (i) whenever principal payments in excess of ten percent (10%) any of the remaining unpaid balance are made by Borrower’s customers on any item of Specific Mortgage Collateral, Initial Mortgaged Properties fails to satisfy the Borrowing Base Conditions or (ii) whenever any item of Specific the Borrower is unable to deliver the Mortgage Collateral is paid off in full by Borrower’s customers or involved in Deliverables for any foreclosure action, and/or (iii) whenever any building on property serving as Specific Mortgage Collateral is damaged by casualty or otherwise in excess of twenty-five percent (25%) of its appraised value (if the Borrower does not reasonably believe that such building can be promptly repaired). Such written notices shall not initially be required where a Borrower’s Blanket Mortgage Collateral provides collateral for the Obligations (i.e., if Sections 2(c) or 2(d) above has been utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (ii) principal balances due under Mortgage Collateral shall be maintained at all times by the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower shall have the right to make and retain all collections from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course of business. (i) The Borrower shall keep and maintain all Mortgage Collateral at all times free and clear of pledges, liens, participation interests (unless taken or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock of such affiliate), and encumbrances, unless the Bank approves, or is deemed to have approved, any such pledge, lien, participation interest or encumbrance, as provided in this Section 5(e)(i). Borrower shall promptly give the Bank specific and detailed written notice of any security interest or participation in Mortgage Collateral taken by third party lenders, affiliates or others. If at the time of such notice, no outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank does not reply in writing to such notice by Borrower within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) or 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgagesInitial Mortgaged Properties, then the Borrower is not and the Administrative Agent and the Bank of America Agent shall agree to substitute one or more different Properties in place of such affected Properties and release the Liens on the affected Properties in accordance with Sections 9.12, 9.15 and 10.15 of the Amended Credit Agreement (except that only the consent of the Administrative Agent and the Bank of America Agent shall be required to comply with this subsection 5(e)(iifor such substitution and release) so long as such substitute Properties have an equal or greater aggregate value (measured by the Annual EBITDA of such Properties for the period of four (4) fiscal quarters ended March 31, 2020) than the affected Properties and satisfy the Borrowing Base Conditions, and for which the Borrower has delivered the Mortgage Collateral Deliverables and the Pledged Collateral Deliverables, as further provided in Section 10.15(b)(ii) of the Agreement provided Amended Credit Agreement. In addition, the Administrative Agent and the Bank of America Agent may release Surplus Properties from the Borrowing Base Properties in accordance with Section 10.15(b)(i) of the Amended Credit Agreement. Notwithstanding the foregoing sentence, the Administrative Agent and the PNC Agent may elect to record the Mortgage with respect to a Borrowing Base Property despite the failure of the Borrower submits to deliver all of the Mortgage Collateral Deliverables for such Property so long as the items described in clauses (b) and (d) of the definition of Mortgage Collateral Deliverables have been delivered and in such event, such Borrowing Base Property shall be deemed to satisfy the Mortgage Collateral Deliverables requirement. To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Property or (y) record such Mortgages and Assignment of Leases within such sixty (60) day period due to the Bank within ten closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such sixty (1060) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard insurance and by insurance against all other risks customary and generally required by mortgage lenders in the area in which the mortgaged property is located day period for the type delivery of mortgage loan involved in an amount not less than such Mortgage Policy and/or to record such Mortgages and Assignment of Leases as reasonably required to account for such closure and without the unpaid balance due need for approval from the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause such insurance policies to include the Borrower and its “successors and assigns” as loss payee under a standard mortgagee endorsement to evidence the Bank’s mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank ten (10) days prior notice of any policy cancellation. At the Bank’s demand, the Borrower will physically deliver to the Bank any such insurance policies. The Bank may cause any secured property to be insured if the Borrower fails to do so, and any such expense shall be an additional Obligation hereunderRequisite Lenders.

MORTGAGE COLLATERAL. The Borrower acknowledges that the Bank is permitting it to retain in its possession all Specific and Blanket Mortgage Collateral (together or separately the “"Mortgage Collateral”") for purposes of servicing, collection and foreclosure, and the Borrower acknowledges that the Borrower will hold such Mortgage Collateral, and all proceeds and payments therefrom, in trust as the Bank’s 's security and for the benefit and subject to the direction and control of the Bank, and upon the following additional terms and conditions: (a) At the Bank’s 's request and sole option, the Borrower shall immediately deliver to the Bank an Assignment of each item of Mortgage Collateral in the Bank’s 's form for the same. Further, at the Bank’s 's request and sole option, the Borrower will physically deliver to the Bank all documentation as to Specific Mortgage Collateral and/or Blanket Mortgage Collateral (including, without limitation, any participation certificates or other evidence thereof) and/or endorse in favor of the Bank all or any portion of same. Except as authorized by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral prior to its is payment in full of all Obligations. The Borrower shall promptly notify the Bank in writing (i) whenever principal payments in excess of ten percent (10%) of the remaining unpaid balance are made by Borrower’s 's customers on any item of Specific Mortgage Collateral, (ii) whenever any item of Specific Mortgage Collateral is paid off in full by Borrower’s 's customers or involved in any foreclosure action, and/or (iii) whenever any building on property serving as Specific Mortgage Collateral is damaged by casualty or otherwise in excess of twenty-five percent (25%) of its appraised value (if the Borrower does not reasonably believe that such building can be promptly repaired). Such written notices shall not initially be required where a Borrower’s 's Blanket Mortgage Collateral provides collateral for the Obligations (i.e., if Sections 2(c) or 2(d) above has been utilized by the Borrower). (b) The aggregate of the (i) market value of Securities Collateral and (ii) principal balances due under Mortgage Collateral shall be maintained at all times by the Borrower in an amount not less than that percentage of outstanding advances required by the Credit Policy. (c) Upon written direction from the Bank, the Borrower will deposit all collections from Mortgage Collateral in a separate bank account designated as required by the Bank as a source of which to withdraw interest and principal payments on the Obligations. (d) Unless and until otherwise directed in writing by the Bank after the occurrence of an event of default and only during the continuation of such event of default (should the Bank have not accelerated the maturity of the Obligation involved), the Borrower shall have the right to make and retain all collections from time to time coming due on Mortgage Collateral, to execute and deliver satisfactions of or releases of such Mortgage Collateral paid in full, and to take all necessary legal action to enforce collection of delinquent payments, including foreclosure, without disclosing this security arrangement and trust, and to use all collections so made by the Borrower in its ordinary course of business. (i) The Borrower shall keep and maintain all Mortgage Collateral at all times free and clear of pledges, liens, participation interests (unless taken or held by an affiliate of Borrower, of which the Borrower owns or controls, directly or indirectly, 100% of the voting stock of such affiliate), and encumbrances, unless the Bank approves, or is deemed to have approved, any such pledge, lien, participation interest or encumbrance, as provided in this Section 5(e)(i). Borrower shall promptly give the Bank specific and detailed written notice of any security interest or participation in Mortgage Collateral taken by third party lenders, affiliates or others. If at the time of such notice, no outstanding advances by Bank to Borrower are secured either wholly or partially by collateral pledged by Borrower or any affiliate of Borrower and if the Bank does not reply in writing to such notice by Borrower within thirty (30) days following receipt of it, such security interest or participation of a third party lender or affiliate shall be deemed approved. (ii) Whenever it is commercially reasonable, the Borrower shall obtain the Bank’s 's written approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage Collateral. However, in case of pledge of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) or 2(d) above), and if the Bank has not yet demanded or acquired physical possession of documentation related to such Mortgage Collateral, and when it is not commercially reasonable to obtain a release of such Mortgage Collateral prior to the sale or transfer of mortgages, then the Borrower is not required to comply with this subsection 5(e)(ii) of the Agreement provided the Borrower submits to the Bank within ten (10) business days after the contractual sale or transfer date, or any earlier sale or transfer date, a properly executed original Notice and Release Request in which the Borrower warrants to the Bank that an aggregate pledged mortgage portfolio equal in book value to at least that percentage of outstanding advances required by the Credit Policy still remains unsold and not participated in or encumbered by others. (f) The buildings located on each mortgaged property constituting Mortgage Collateral shall be covered by all risk hazard insurance and by insurance against all other risks customary and generally required by mortgage lenders in the area in which the mortgaged property is located for the type of mortgage loan involved in an amount not less than the unpaid balance due the Borrower by its customer on each such item of Mortgage Collateral. The Borrower will cause such insurance policies to include the Borrower and its “"successors and assigns” " as loss payee under a standard mortgagee endorsement to evidence the Bank’s 's mortgagee/assignee interest therein and, if the Bank so requires, to give the Bank ten (10) days prior notice of any policy cancellation. At the Bank’s 's demand, the Borrower will physically deliver to the Bank any such insurance policies. The Bank may cause any secured property to be insured if the Borrower fails to do so, and any such expense shall be an additional Obligation hereunder.