Common use of Securities Collateral Clause in Contracts

Securities Collateral. (a) If the Collateral includes Securities Collateral, Borrower shall grant or cause one or more Obligor Entities to grant a security interest in such Securities Collateral having a fair market value or a principal dollar amount acceptable to FHLBank. (b) Borrower shall, and Borrower shall cause each Pledging Affiliate granting FHLBank a security interest in Securities Collateral to, endorse in favor of FHLBank (in form acceptable to FHLBank) all Securities Collateral that consists of certificated securities. (c) FHLBank shall be an entitlement holder and in sole control of all Securities Collateral for purposes of Article 8 of the UCC. FHLBank shall have full power under Article 8 of the UCC to hold and dispose of such Securities Collateral as financial assets, including the full power to exercise voting rights and receive any proceeds or income resulting from stock splits, stock dividends, cash dividends, or otherwise. (d) Borrower shall, and Borrower shall cause each Pledging Affiliate granting a security interest in Securities Collateral to, act (and consent to such further acts) as FHLBank may request to (i) establish and maintain FHLBank’s control over any Securities Collateral as provided in Section 8-106 of the UCC, and (ii) obtain the agreement of (A) the issuer of any Securities Collateral to comply with FHLBank’s instructions without any further consent of Borrower, and (B) any securities intermediary holding Securities Collateral to comply with FHLBank’s entitlement orders without the further consent of Borrower. (e) While any Event of Default is continuing and unless waived by FHLBank, Borrower or Pledging Affiliate, as the case may be, may (i) collect and retain any interest or principal payments, dividends, or other distributions that the issuer of such Securities Collateral or any securities intermediary holding such Securities Collateral may distribute, and (ii) apply any such principal payments, dividends, and other distributions that FHLBank collects to the principal or interest or both of the Obligations in whatever manner or order as FHLBank in its sole discretion may elect.

Securities Collateral. (ai) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Collateral includes Securities CollateralAct and applicable state securities laws, Borrower shall grant Agent may be compelled, with respect to any sale of all or cause one or more Obligor Entities to grant a security interest in such any part of the Securities Collateral having a fair market value conducted without prior registration or a principal dollar amount acceptable to FHLBank. (b) Borrower shall, and Borrower shall cause each Pledging Affiliate granting FHLBank a security interest in Securities Collateral to, endorse in favor of FHLBank (in form acceptable to FHLBank) all Securities Collateral that consists of certificated securities. (c) FHLBank shall be an entitlement holder and in sole control of all Securities Collateral for purposes of Article 8 of the UCC. FHLBank shall have full power under Article 8 of the UCC to hold and dispose qualification of such Securities Collateral as financial assetsunder the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private placement may be at prices and on terms less favorable than those obtainable through a sale without such restrictions (including an offering made pursuant to a registration statement under the full power Securities Act) and, notwithstanding such circumstances and the registration rights granted to Agent by such Grantor pursuant hereto, each Grantor agrees that any such private placement shall not be deemed, in and of itself, to be commercially unreasonable solely because it is a private placement and that Agent shall have no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Agent determines to exercise voting rights its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and receive any proceeds or income resulting from stock splits, stock dividends, cash dividends, or otherwise. (d) Borrower shall, and Borrower shall cause each Pledging Affiliate granting a security interest in Securities Collateral to, act (and consent to such further acts) as FHLBank may request to (i) establish and maintain FHLBank’s control over any Securities Collateral as provided in Section 8-106 of the UCC, and (ii) obtain the agreement of (A) the issuer of any Securities Collateral to comply with FHLBank’s instructions without be sold hereunder from time to time to furnish to Agent all such information as Agent may request in order to determine the amount of Securities Collateral which may be sold by Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Agent shall determine to exercise its right to sell all or any further consent of Borrowerthe Securities Collateral pursuant to this Section, each Grantor agrees that, upon request of Agent (at the direction of the Required Lenders in their sole discretion) and subject to applicable securities laws, such Grantor will, at its own expense (A) execute and deliver, and cause or, to the extent such issuer is not a Subsidiary of such Grantor, use its best efforts to cause, each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register such Securities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) any securities intermediary holding use its best efforts to qualify the Securities Collateral under all applicable state securities or “Blue Sky” laws and to comply with FHLBank’s entitlement orders without obtain all necessary governmental approvals for the further consent sale of Borrower. (e) While any Event of Default is continuing and unless waived by FHLBank, Borrower or Pledging Affiliatethe Securities Collateral, as reasonably requested by Agent (at the case direction of the Required Lenders); (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be, may (i) collect and retain any interest or principal payments, dividends, or other distributions that be necessary to make such sale of the issuer of such Securities Collateral or any securities intermediary holding such Securities Collateral may distributepart thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys’ fees, of carrying out its obligations under this Section. Prior to a realization and re-registration contemplated by Section 9(d), the foregoing provisions shall not apply to ULC Shares. (iii) Without limiting the generality of the indemnification and expense reimbursement provisions of the Credit Agreement, in the event of any registered offering described herein, each Grantor agrees to indemnify and hold harmless Agent, and (ii) apply each Secured Party and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such principal paymentsPersons may become subject or for which any of them may be liable, dividendsunder the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such registered offering, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Agent and such other distributions Persons for any legal or other expenses reasonably incurred by Agent and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Agent and such other Persons and counsel for Agent and other such Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that FHLBank collects to controls Agent or such Persons within the principal or interest or both meaning of the Obligations in whatever manner or order as FHLBank in its sole discretion may electSecurities Act.

Securities Collateral. (ai) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Collateral includes Securities CollateralAct and applicable state securities laws, Borrower shall grant Agent may be compelled, with respect to any sale of all or cause one or more Obligor Entities to grant a security interest in such any part of the Securities Collateral having a fair market value conducted without prior registration or a principal dollar amount acceptable to FHLBank. (b) Borrower shall, and Borrower shall cause each Pledging Affiliate granting FHLBank a security interest in Securities Collateral to, endorse in favor of FHLBank (in form acceptable to FHLBank) all Securities Collateral that consists of certificated securities. (c) FHLBank shall be an entitlement holder and in sole control of all Securities Collateral for purposes of Article 8 of the UCC. FHLBank shall have full power under Article 8 of the UCC to hold and dispose qualification of such Securities Collateral as financial assetsunder the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private placement may be at prices and on terms less favorable than those obtainable through a sale without such restrictions (including an offering made pursuant to a registration statement under the full power Securities Act) and, notwithstanding such circumstances and the registration rights granted to Agent by such Grantor pursuant hereto, each Grantor agrees that any such private placement shall not be deemed, in and of itself, to be commercially unreasonable solely because it is a private placement and that Agent shall have no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Agent determines to exercise voting rights its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and receive any proceeds or income resulting from stock splits, stock dividends, cash dividends, or otherwise. (d) Borrower shall, and Borrower shall cause each Pledging Affiliate granting a security interest in Securities Collateral to, act (and consent to such further acts) as FHLBank may request to (i) establish and maintain FHLBank’s control over any Securities Collateral as provided in Section 8-106 of the UCC, and (ii) obtain the agreement of (A) the issuer of any Securities Collateral to comply with FHLBank’s instructions without be sold hereunder from time to time to furnish to Agent all such information as Agent may request in order to determine the amount of Securities Collateral which may be sold by Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Agent shall determine to exercise its right to sell all or any further consent of Borrowerthe Securities Collateral pursuant to this Section, each Grantor agrees that, upon request of Agent (which request may be made by Agent in its sole discretion) and subject to applicable securities laws, such Grantor will, at its own expense (A) execute and deliver, and cause or, to the extent such issuer is not a Subsidiary of such Grantor, use its best efforts to cause, each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register such Securities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) any securities intermediary holding use its best efforts to qualify the Securities Collateral under all applicable state securities or “Blue Sky” laws and to comply with FHLBank’s entitlement orders without obtain all necessary governmental approvals for the further consent sale of Borrower. (e) While any Event of Default is continuing and unless waived by FHLBank, Borrower or Pledging Affiliatethe Securities Collateral, as reasonably requested by Agent; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the case provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be, may (i) collect and retain any interest or principal payments, dividends, or other distributions that be necessary to make such sale of the issuer of such Securities Collateral or any securities intermediary holding such Securities Collateral may distributepart thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys’ fees, of carrying out its obligations under this Section. Prior to a realization and re-registration contemplated by Section 9(d), the foregoing provisions shall not apply to ULC Shares. (iii) Without limiting the generality of the indemnification and expense reimbursement provisions of the Credit Agreement, in the event of any registered offering described herein, each Grantor agrees to indemnify and hold harmless Agent, and (ii) apply each Secured Party and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such principal paymentsPersons may become subject or for which any of them may be liable, dividendsunder the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such registered offering, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Agent and such other distributions Persons for any legal or other expenses reasonably incurred by Agent and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Agent and such other Persons and counsel for Agent and other such Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that FHLBank collects to controls Agent or such Persons within the principal or interest or both meaning of the Obligations in whatever manner or order as FHLBank in its sole discretion may electSecurities Act.

Securities Collateral. (ai) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Collateral includes Securities CollateralAct and applicable state securities laws, Borrower shall grant Secured Party may be compelled, with respect to any sale of all or cause one or more Obligor Entities to grant a security interest in such any part of the Securities Collateral having a fair market value conducted without prior registration or a principal dollar amount acceptable to FHLBank. (b) Borrower shall, and Borrower shall cause each Pledging Affiliate granting FHLBank a security interest in Securities Collateral to, endorse in favor of FHLBank (in form acceptable to FHLBank) all Securities Collateral that consists of certificated securities. (c) FHLBank shall be an entitlement holder and in sole control of all Securities Collateral for purposes of Article 8 of the UCC. FHLBank shall have full power under Article 8 of the UCC to hold and dispose qualification of such Securities Collateral as financial assetsunder the Securities Act and/or such state securities laws, including to limit purchasers to those who will agree, among other things, to acquire the full power to exercise voting rights and receive any proceeds or income resulting from stock splits, stock dividends, cash dividends, or otherwise. (d) Borrower shall, and Borrower shall cause each Pledging Affiliate granting a security interest in Securities Collateral tofor their own account, act for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and one terms less favorable that those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and consent the registration rights granted to Secured Party by such further acts) as FHLBank may request Grantor pursuant hereto, each Grantor agrees that any such private sale shall be deemed to (i) establish have been made in a commercially reasonable manner and maintain FHLBank’s control over any Securities Collateral as provided that Secured Party shall have no obligation to engage in Section 8-106 of public sales and no obligation to delay the UCC, and (ii) obtain the agreement of (A) the issuer sale of any Securities Collateral for the period of time necessary to comply with FHLBank’s instructions without permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Secured Party determines to exercise its right to sell any further consent or all of Borrowerthe Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to flourish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Secured Party shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, Company and each Grantor which is a first-tier Subsidiary agrees that, upon request of Secured Party (which request may be made by Secured Party in its sold discretion), Grantor will, at its own expense (A) execute and deliver, and cause each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Secured Party, advisable to register such Securities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) any securities intermediary holding use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to comply with FHLBank’s entitlement orders without obtain all necessary governmental approvals for the further consent sale of Borrower. (e) While any Event of Default is continuing and unless waived by FHLBank, Borrower or Pledging Affiliatethe Securities Collateral, as requested by Secured Party; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the case provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be, may (i) collect and retain any interest or principal payments, dividends, or other distributions that be necessary to make such sale of the issuer of such Securities Collateral or any securities intermediary holding part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys' fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of Section 10.7 of the Credit Agreement, in the event of any public sale described herein, each Grantor agrees to indemnify and hold harmless Secured Party, in each Lender and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Collateral may distributeAct or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party and such other Persons for any legal or other expenses reasonably incurred by Secured Party and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (ii) apply including any and all fees, costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such principal paymentscommenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, dividendsif any, and other distributions that FHLBank collects to controls Secured Party or such Persons within the principal or interest or both meaning of the Obligations in whatever manner or order as FHLBank in its sole discretion may electSecurities Act.

Securities Collateral. (ai) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Collateral includes Securities CollateralAgent may be compelled, Borrower shall grant with respect to any sale of all or cause one or more Obligor Entities to grant a security interest in such any part of the Securities Collateral having a fair market value conducted without prior registration or a principal dollar amount acceptable to FHLBank. (b) Borrower shall, and Borrower shall cause each Pledging Affiliate granting FHLBank a security interest in Securities Collateral to, endorse in favor of FHLBank (in form acceptable to FHLBank) all Securities Collateral that consists of certificated securities. (c) FHLBank shall be an entitlement holder and in sole control of all Securities Collateral for purposes of Article 8 of the UCC. FHLBank shall have full power under Article 8 of the UCC to hold and dispose qualification of such Securities Collateral as financial assetsunder the Securities Act and/or such state securities laws, including to limit purchasers to those who will agree, among other things, to acquire the full power to exercise voting rights and receive any proceeds or income resulting from stock splits, stock dividends, cash dividends, or otherwise. (d) Borrower shall, and Borrower shall cause each Pledging Affiliate granting a security interest in Securities Collateral tofor their own account, act for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and consent the registration rights granted to Collateral Agent by such further acts) as FHLBank may request Grantor pursuant hereto, each Grantor agrees that any such private sale shall be deemed to (i) establish have been made in a commercially reasonable manner and maintain FHLBank’s control over any Securities that Collateral as provided Agent shall have no obligation to engage in Section 8-106 of public sales and no obligation to delay the UCC, and (ii) obtain the agreement of (A) the issuer sale of any Securities Collateral for the period of time necessary to comply with FHLBank’s instructions without permit the issuer thereof to register it for a form of public sale requiring registration under the Pledge and Security Agreement Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Collateral Agent determines to exercise its right to sell any further consent or all of Borrowerthe Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Interests to be sold hereunder from time to time to furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Collateral Agent shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that, upon request of Collateral Agent (which request may be made by Collateral Agent in its sole discretion), such Grantor will, at its own expense (A) execute and deliver, and cause each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Collateral Agent, advisable to register such Securities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) any securities intermediary holding use its best efforts to qualify the Securities Collateral under all applicable state securities or "Blue Sky" laws and to comply with FHLBank’s entitlement orders without obtain all necessary governmental approvals for the further consent sale of Borrower. (e) While any Event of Default is continuing and unless waived by FHLBank, Borrower or Pledging Affiliatethe Securities Collateral, as requested by Collateral Agent; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the case provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be, may (i) collect and retain any interest or principal payments, dividends, or other distributions that be necessary to make such sale of the issuer of such Securities Collateral or any securities intermediary holding part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys' fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of subsections 10.2 and 10.3 of the Credit Agreement, in the event of any public sale described herein, each Grantor agrees to indemnify and hold harmless Collateral Agent, each Lender, each Hedge Exchanger and each Senior Note Holder and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Collateral may distributeAct or otherwise, insofar as such losses, fees, costs, expenses, damages (excluding consequential damages), liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document Pledge and Security Agreement published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Collateral Agent and such other Persons for any legal or other expenses reasonably incurred by Collateral Agent and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (ii) apply including any and all fees, costs and expenses whatsoever reasonably incurred by Collateral Agent and such other Persons and counsel for Collateral Agent and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such principal paymentscommenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, dividendsif any, and other distributions that FHLBank collects to controls Collateral Agent or such Persons within the principal or interest or both meaning of the Obligations in whatever manner or order as FHLBank in its sole discretion may electSecurities Act.

Securities Collateral. (ai) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Collateral includes Securities CollateralAgent may be compelled, Borrower shall grant with respect to any sale of all or cause one or more Obligor Entities to grant a security interest in such any part of the Securities Collateral having a fair market value conducted without prior registration or a principal dollar amount acceptable to FHLBank. (b) Borrower shall, and Borrower shall cause each Pledging Affiliate granting FHLBank a security interest in Securities Collateral to, endorse in favor of FHLBank (in form acceptable to FHLBank) all Securities Collateral that consists of certificated securities. (c) FHLBank shall be an entitlement holder and in sole control of all Securities Collateral for purposes of Article 8 of the UCC. FHLBank shall have full power under Article 8 of the UCC to hold and dispose qualification of such Securities Collateral as financial assetsunder the Securities Act and/or such state securities laws, including to limit purchasers to those who will agree, among other things, to acquire the full power to exercise voting rights and receive any proceeds or income resulting from stock splits, stock dividends, cash dividends, or otherwise. (d) Borrower shall, and Borrower shall cause each Pledging Affiliate granting a security interest in Securities Collateral tofor their own account, act for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and consent the registration rights granted to Collateral Agent by such further acts) as FHLBank may request Grantor pursuant hereto, each Grantor agrees that any such private sale shall be deemed to (i) establish have been made in a commercially reasonable manner and maintain FHLBank’s control over any Securities that Collateral as provided Agent shall have no obligation to engage in Section 8-106 of public sales and no obligation to delay the UCC, and (ii) obtain the agreement of (A) the issuer sale of any Securities Collateral for the period of time necessary to comply with FHLBank’s instructions without permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Collateral Agent determines to exercise its right to sell any further consent or all of Borrowerthe Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Pledged Interests to be sold hereunder from time to time to furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number of shares and other instruments included in the Securities Collateral which may be sold by Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (ii) If Collateral Agent shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that, upon request of Collateral Agent (which request may be made by Collateral Agent in its sole discretion), such Grantor will, at its own expense (A) execute and deliver, and cause each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Collateral Agent, advisable to register such Securities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) any securities intermediary holding use its best efforts to qualify the Securities Collateral under all applicable state securities or “Blue Sky” laws and to comply with FHLBank’s entitlement orders without obtain all necessary governmental approvals for the further consent sale of Borrower. (e) While any Event of Default is continuing and unless waived by FHLBank, Borrower or Pledging Affiliatethe Securities Collateral, as requested by Collateral Agent; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the case provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be, may (i) collect and retain any interest or principal payments, dividends, or other distributions that be necessary to make such sale of the issuer of such Securities Collateral or any securities intermediary holding part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys’ fees, of carrying out its obligations under this Section. (iii) Without limiting the generality of subsections 11.2 and 11.3 of the Credit Agreement, in the event of any public sale described herein, each Grantor agrees to indemnify and hold harmless Collateral Agent, each Lender, each Hedge Exchanger and each Senior Note Holder and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Collateral may distributeAct or otherwise, insofar as such losses, fees, costs, expenses, damages (excluding consequential damages), liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such public sale, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Collateral Agent and such other Persons for any legal or other expenses reasonably incurred by Collateral Agent and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (ii) apply including any and all fees, costs and expenses whatsoever reasonably incurred by Collateral Agent and such other Persons and counsel for Collateral Agent and such other Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such principal paymentscommenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, dividendsif any, and other distributions that FHLBank collects to controls Collateral Agent or such Persons within the principal or interest or both meaning of the Obligations in whatever manner or order as FHLBank in its sole discretion may electSecurities Act.

Securities Collateral. If item 2(a) above is included in the secured property, Securities Collateral shall be given to the Bank in aggregate principal amounts as required by the Bank, and such Securities Collateral (or custodial receipts for same acceptable to the Bank) shall be (a) If if in certificated or other tangible form, deposited with the Collateral includes Securities CollateralBank, Borrower shall grant or cause one or more Obligor Entities to grant a security interest in such Securities Collateral having a fair market value or a principal dollar amount together with indorsements acceptable to FHLBank. the Bank, or (b) Borrower shallat the Bank's sole discretion, and Borrower shall cause each Pledging Affiliate granting FHLBank a security interest in Securities Collateral tosubject to an acceptable negative pledge. In said connection, endorse in favor of FHLBank (in form acceptable the Bank will be deemed to FHLBank) all Securities Collateral that consists of certificated securities. (c) FHLBank shall be an entitlement entitlements holder of and in sole control of all Securities Collateral for purposes control, within the meaning of Article 8 of the UCC. FHLBank shall have Uniform Commercial Code, of any Securities Collateral, with full power to hold and dispose of same as financial assets under Article 8 of the UCC to hold and dispose of such Securities Collateral as financial assetsUniform Commercial Code (including, including the without limitation, full power to exercise voting rights and receive any proceeds or income resulting from stock splits, stock dividends, cash dividends, dividends or otherwise. (d) Borrower shall), and Borrower shall cause each Pledging Affiliate granting a security interest in Securities Collateral to, act (and the Owner agrees to take and/or consent to such further acts) actions as FHLBank the Bank may request deem appropriate to (i) establish take and maintain FHLBank’s control over any Securities Collateral as provided in Section 8-106 of the UCCCollateral, and (ii) obtain including obtaining the agreement of (A) the issuer of any Securities Collateral to comply with FHLBank’s instructions originated by the Bank without any further consent by the Owner and the agreement of Borrower, and (B) any securities intermediary holding Securities Collateral to comply with FHLBank’s entitlement orders originated by the Bank without the further consent by the Owner. The Bank, upon the occurrence and during the continuation of Borrower. an event of default (e) While any Event of Default is continuing and unless waived by FHLBank, Borrower or Pledging Affiliate, as should the case may beBank have not already accelerated the Obligations), may (i) collect and retain any interest or principal payments, dividends, or dividends or other distributions that the issuer of distributions, collected by it as to such Securities Collateral or any securities intermediary holding such Securities Collateral may distribute, and (ii) apply any such principal payments, dividends, and other distributions that FHLBank collects to the principal or same against interest or both principal of the Obligations in whatever manner or order as FHLBank in its sole discretion may electdiscretion. In addition, the Owner agrees to keep and maintain all Securities Collateral free and clear of pledges, liens, participation interests 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 4. The Owner shall promptly give the Bank specific and detailed written notice of any security interest or participation in Securities 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 Owner and if the Bank does not reply in writing to such notice by 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.