Common use of Physical Possession Collateral Clause in Contracts

Physical Possession Collateral. 3.5.1 At any time that Customer becomes subject to mandatory physical possession requirements under the Credit Policy, or at any other time, at the sole discretion of Seattle Bank, Customer will deliver to Seattle Bank, or to a custodian approved by Seattle Bank in its discretion, upon Seattle Bank’s written request, the mortgage loans pledged to Seattle Bank as Eligible Mortgage Collateral, securities pledged to Seattle Bank as Eligible Securities Collateral, loans pledged to Seattle Bank as Eligible CFI Collateral and each item of Other Eligible Collateral pledged to Seattle Bank (collectively, “Physical Possession Collateral”). Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement 3.5.2 Eligible Mortgage Collateral delivered to Seattle Bank or its approved custodian as Physical Possession Collateral will be endorsed or assigned by Customer in blank or, if requested by Seattle Bank, to Seattle Bank. For MERS Mortgages, Customer will execute a notification to MERS of its assignment of the MERS Mortgage in blank or, if requested by Seattle Bank, to Seattle Bank. Regardless of whether any endorsement is stated to be “without recourse,” Customer shall be liable for any deficiency remaining after any exercise by the Bank of its remedies in respect of Collateral, as provided in Section 4.2 below. 3.5.3 With respect to certificated Eligible Securities Collateral pledged to Seattle Bank as Physical Possession Collateral, the delivery requirements contained in this Section 3.5 will be satisfied, at the election of Seattle Bank, by one of more of: (i) transfer of physical possession of such certificated securities to Seattle Bank; (ii) re-registration of such securities in Seattle Bank’s name; or (iii) possession of such certificated securities, on Seattle Bank’s behalf, by a custodian approved by Seattle Bank. Any such possession of certificated securities by an approved custodian, on Seattle Bank’s behalf, will be effected and evidenced by documentation acceptable to Seattle Bank in form and content, establishing Seattle Bank’s control of such certificated securities under the provisions of the UCC. 3.5.4 With respect to uncertificated Eligible Securities Collateral pledged to Seattle Bank as Physical Possession Collateral, satisfaction of the delivery requirements contained in this Section 3.5 will be effected and evidenced by agreements, instructions or other documentation acceptable to Seattle Bank in form and content, establishing Seattle Bank’s control of such uncertificated securities under the provisions of the UCC. 3.5.5 Concurrently with the initial delivery of Physical Possession Collateral, and at such other times as Seattle Bank may request, Customer will deliver to Seattle Bank a status report and accompanying schedules, in form and content acceptable to Seattle Bank, describing the status of the Physical Possession Collateral held by Seattle Bank or its custodian. At such other times as Seattle Bank may request, Customer will deliver to Seattle Bank periodic status reports and accompanying schedules, in form and content acceptable to Seattle Bank, describing the status of the Physical Possession Collateral. Until Physical Possession Collateral is De-Pledged in accordance with Section 3.6 below, such physical possession by Seattle Bank or its approved custodian shall be maintained with respect to such Physical Possession Collateral. At Seattle Bank’s sole discretion, all proceeds the Physical Possession Collateral, including without limitation all payments made under the loans or securities constituting Physical Possession Collateral, shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. Seattle Bank may apply such monies to the payment of Indebtedness as it becomes due, or hold such monies as part of its Physical Possession Collateral, subject to De-Pledging under the terms and conditions of Section 3.6 below. 3.5.6 Customer agrees to pay to Seattle Bank such reasonable fees and charges as may be assessed by Seattle Bank to cover Seattle Bank’s overhead and other costs relating to the receipt, holding, De-Pledge, redelivery and reassignment of Physical Possession and to reimburse Seattle Bank upon request for all filing or recording fees and other reasonable expenses, disbursements and advances incurred or made by Seattle Bank in connection therewith, including without limitation reasonable attorneys fees and costs of legal counsel of Seattle Bank. Customer shall pay the fees and expenses, including, without limitation, reasonable attorneys fees and costs, of any custodian approved or retained by Seattle Bank with respect to Collateral. Any such sums owed to Seattle Bank or to such custodian may be collected by Seattle Bank, at its option, by debiting Customer’s Account(s) with Seattle Bank.

Physical Possession Collateral. 3.5.1 At any time that Customer becomes subject to mandatory physical possession requirements under the Credit Policy, or at any other time, at the sole discretion of Seattle Bank, Customer will deliver to Seattle Bank, or to a custodian approved by Seattle Bank in its discretion, upon Seattle Bank’s written request, the mortgage loans pledged to Seattle Bank as Eligible Mortgage Collateral, securities pledged to Seattle Bank as Eligible Securities Collateral, loans pledged to Seattle Bank as Eligible CFI Collateral and each item of Other Eligible Collateral pledged to Seattle Bank (collectively, “Physical Possession Collateral”). Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement. 3.5.2 Eligible Mortgage Collateral delivered to Seattle Bank or its approved custodian as Physical Possession Collateral will be endorsed or assigned by Customer in blank or, if requested by Seattle Bank, to Seattle Bank. For MERS Mortgages, Customer will execute a notification to MERS of its assignment of the MERS Mortgage in blank or, if requested by Seattle Bank, to Seattle Bank. Regardless of whether any endorsement is stated to be “without recourse,” Customer shall be liable for any deficiency remaining after any exercise by the Bank of its remedies in respect of Collateral, as provided in Section 4.2 below. 3.5.3 With respect to certificated certified Eligible Securities Collateral pledged to Seattle Bank as Physical Possession Collateral, the delivery requirements contained in this Section 3.5 will be satisfied, at the election of Seattle Bank, by one of more of: (i) transfer of physical possession of such certificated securities to Seattle Bank; (ii) re-registration of such securities in Seattle Bank’s name; or (iii) possession of such certificated securities, on Seattle Bank’s behalf, by a custodian approved by Seattle Bank. Any such possession of certificated securities by an approved custodian, on Seattle Bank’s behalf, will be effected and evidenced by documentation acceptable to Seattle Bank in form and content, establishing Seattle Bank’s control of such certificated securities under the provisions of the UCC. 3.5.4 With respect to uncertificated Eligible Securities Collateral pledged to Seattle Bank as Physical Possession Collateral, satisfaction of the delivery requirements contained in this Section 3.5 will be effected and evidenced by agreements, instructions or other documentation acceptable to Seattle Bank in form and content, establishing Seattle Bank’s control of such uncertificated securities under the provisions of the UCC. 3.5.5 Concurrently with the initial delivery of Physical Possession Collateral, and at such other times as Seattle Bank may request, Customer will deliver to Seattle Bank a status report and accompanying schedules, in form and content acceptable to Seattle Bank, describing the status of the Physical Possession Collateral held by Seattle Bank or its custodian. At such other times as Seattle Bank may request, Customer will deliver to Seattle Bank periodic status reports and accompanying schedules, in form and content acceptable to Seattle Bank, describing the status of the Physical Possession Collateral. Until Physical Possession Collateral is De-Pledged in accordance with Section 3.6 below, such physical possession by Seattle Bank or its approved custodian shall be maintained with respect to such Physical Possession Collateral. At Seattle Bank’s sole discretion, all proceeds the Physical Possession Collateral, including without limitation all payments made under the loans or securities constituting Physical Possession Collateral, shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. Seattle Bank may apply such monies to the payment of Indebtedness as it becomes due, or hold such monies as part of its Physical Possession Collateral, subject to De-Pledging under the terms and conditions of Section 3.6 below. 3.5.6 Customer agrees to pay to Seattle Bank such reasonable fees and charges as may be assessed by Seattle Bank to cover Seattle Bank’s overhead and other costs relating to the receipt, holding, De-Pledge, redelivery and reassignment of Physical Possession and to reimburse Seattle Bank upon request for all filing or recording fees and other reasonable expenses, disbursements and advances incurred or made by Seattle Bank in connection therewith, including without limitation reasonable attorneys fees and costs of legal counsel of Seattle Bank. Customer shall pay the fees and expenses, including, without limitation, reasonable attorneys fees and costs, of any custodian approved or retained by Seattle Bank with respect to Collateral. Any As such sums owed to Seattle Bank or to such custodian may be collected by Seattle Bank, at its option, by debiting Customer’s Account(s) with Seattle Bank.

Physical Possession Collateral. 3.5.1 At any time that Customer becomes subject to mandatory physical possession requirements under the Credit Policy, or at any other time, at the sole discretion of Seattle Bank, Customer will deliver to Seattle Bank, or to a custodian approved by Seattle Bank in its discretion, upon Seattle Bank’s written request, the mortgage loans pledged to Seattle Bank as Eligible Mortgage Collateral, securities pledged to Seattle Bank as Eligible Securities Collateral, loans pledged to Seattle Bank as Eligible CFI Collateral and each item of Other Eligible Collateral pledged to Seattle Bank (collectively, “Physical Possession Collateral”). Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement. 3.5.2 Eligible Mortgage Collateral delivered to Seattle Bank or its Its approved custodian as Physical Possession Collateral will be endorsed or assigned by Customer in blank or, if requested by Seattle Bank, to Seattle Federal Home Loan Bank of Seattle Advances, Security and Deposit Agreement Bank. For MERS Mortgages, Customer will execute a notification to MERS of its assignment of the MERS Mortgage Mortage in blank or, if requested by Seattle Bank, to Seattle Bank. Regardless of whether any endorsement is stated to be “without recourse,” Customer shall be liable for any deficiency remaining after any exercise by the Bank of its remedies in respect of Collateral, as provided in Section 4.2 below. 3.5.3 With respect to certificated Eligible Securities Collateral pledged to Seattle Bank as Physical Possession Collateral, the delivery requirements contained in this Section 3.5 will be satisfied, at the election of Seattle Bank, by one of more of: (i) transfer of physical possession of such certificated securities to Seattle Bank; (ii) re-re- registration of such securities in Seattle Bank’s name; or (iii) possession of such certificated securities, on Seattle Bank’s behalf, by a custodian approved by Seattle Bank. Any such possession of certificated securities by an approved custodian, on Seattle Bank’s behalf, will be effected and evidenced by documentation acceptable to Seattle Bank in form and content, establishing Seattle Bank’s control of such certificated securities under the provisions of the UCC. 3.5.4 With respect to uncertificated Eligible Securities Collateral pledged to Seattle Bank as Physical Possession Collateral, satisfaction of the delivery requirements contained in this Section 3.5 will be effected and evidenced by agreements, instructions or other documentation acceptable to Seattle Bank in form and content, establishing Seattle Bank’s control of such uncertificated securities under the provisions of the UCC. 3.5.5 Concurrently with the initial delivery of Physical Possession Collateral, and at such other times as Seattle Bank may request, Customer will deliver to Seattle Bank a status report and accompanying schedules, in form and content acceptable to Seattle Bank, describing the status of the Physical Possession Collateral held by Seattle Bank or its custodian. At such other times as Seattle Bank may request, Customer will deliver to Seattle Bank periodic status reports and accompanying schedules, in form and content acceptable to Seattle Bank, describing the status of the Physical Possession Collateral. Until Physical Possession Collateral is De-Pledged in accordance with Section 3.6 below, such physical possession by Seattle Bank or its approved custodian shall be maintained with respect to such Physical Possession Collateral. At Seattle Bank’s sole discretion, all proceeds the Physical Possession Collateral, including without limitation all payments made under the loans or securities constituting Physical Possession Collateral, shall be held separate from Customer’s other monies in one or more designated Accounts maintained at Seattle Bank. Seattle Bank may apply such monies to the payment of Indebtedness as it becomes due, or hold such monies as part of its Physical Possession Collateral, subject to De-Pledging under the terms and conditions of Section 3.6 below. 3.5.6 Customer agrees to pay to Seattle Bank such reasonable fees and charges as may be assessed by Seattle Bank to cover Seattle Bank’s overhead and other costs relating to the receipt, holding, De-Pledge, redelivery and reassignment of Physical Possession and to reimburse Seattle Bank upon request for all filing or recording fees and other reasonable expenses, disbursements and advances incurred or made by Seattle Bank in connection therewith, including without limitation reasonable attorneys fees and costs of legal counsel of Seattle Bank. Customer shall pay the fees and expenses, including, without limitation, reasonable attorneys fees and costs, of any custodian approved or retained by Seattle Bank with respect to Collateral. Any such sums owed to Seattle Bank or to such custodian may be collected by Seattle Bank, at its option, by debiting Customer’s Account(s) with Seattle Bank.