Exhibit 10.37


 


	
  

  	
  1501 Fourth Ave.,
  Ste. 1900, Seattle, WA 98101-1693  206.340.2300
  tel  206.340.2485 fax  www.fhlbsea.com

  



 


 


	
  Advances, Security and
  Deposit Agreement

  



 


	
  This
  Advances, Security and Deposit Agreement (“Agreement”), dated as of 

  	
  December 1,

  	
  20

  	
  04

  	
  is
  entered

  
	
   

  	
  (Date of Agreement)

  	
   

  	
   

  	
   

  
	
  between

  	
  GMAC Commercial Mortgage Bank

  	
    having
  its principal place of business at

  
	
   

  	
  (Full Corporate Name of Customer)

  	
   

  
	
  6955 Union
  Park Center,  #330, Midvale, UT 84047

  	
  (“Customer”)
  and the Federal Home Loan Bank of

  
	
  (Full Address of Customer’s Executive Offices)

  	
   

  
	
   

  
	
   Seattle, 1501 Fourth Avenue,
  Suite 1900, Seattle, WA 98101 (“Seattle Bank”).

  
							



 


RECITALS


 


Whereas,
Customer is a Member of Seattle Bank and desires from time to time to apply for
extensions of credit, deposit accounts and other services from Seattle Bank in
accordance with the terms and conditions of this Agreement; and 


 


Whereas,
Seattle Bank requires that all existing and future indebtedness of Customer to
Seattle Bank be secured pursuant to this Agreement.


 


AGREEMENT


 


NOW
THEREFORE, Customer and Seattle Bank agree as follows:


 


Article I. Definitions


 


Section 1.1 Definitions  As used in this Agreement,
the following terms will have the following meanings:


 


	
  1.1.1

  	
   

  	
  “Account”
  or “Accounts” means Customer’s deposit account(s) with Seattle Bank,
  including demand and time deposit accounts.

  
	
   

  	
   

  	
   

  
	
  1.1.2

  	
   

  	
  “Act”
  means the Federal Home Loan Bank Act, as amended from time to time.

  
	
   

  	
   

  	
   

  
	
  1.1.3

  	
   

  	
  “Advance”
  or “Advances” means any loans heretofore, now or hereafter made to Customer
  by Seattle Bank.

  
	
   

  	
   

  	
   

  
	
  1.1.4

  	
   

  	
  “Advance
  Master Application” means a writing executed by Customer and accepted by
  Seattle Bank, in form and content satisfactory to Seattle Bank, under which
  Customer may make Requests from time to time to receive Advances, subject to
  the terms of this Agreement, the Seattle Bank’s Credit Policy, the Act and
  the Regulations.

  
	
   

  	
   

  	
   

  
	
  1.1.5

  	
   

  	
  “Advances
  Note” means any promissory note executed by Customer and accepted by Seattle
  Bank, in form and content satisfactory to Seattle Bank, relating to Advances
  or Other Credit Accommodations.

  
	
   

  	
   

  	
   

  
	
  1.1.6

  	
   

  	
  “Advance
  Confirmation Advice” means a writing or an electronic transmission issued at
  any time by Seattle Bank, in form and content satisfactory to Seattle Bank,
  confirming particular terms of an Advance made at the Request of Customer.

  
	
   

  	
   

  	
   

  
	
  1.1.7

  	
   

  	
  “Borrowing
  Capacity” means the maximum amount of Advances, Commitments and Other Credit Accommodations
  which Borrower may have outstanding at any time. Borrowing Capacity is
  limited by the Act and Regulations, the Stock Ownership Requirement and
  Collateral Maintenance Requirement of the Credit Policy, and by Customer’s
  creditworthiness and the quality of Customer’s Eligible Collateral, as
  determined by Seattle Bank from time to time.

  



 


1

















 


	
  1.1.8

  	
   

  	
  “Capital
  Plan” means the Capital Plan of the Federal Home Loan Bank of Seattle,
  adopted March 5, 2002, as amended November 22, 2002 and as
  hereafter amended.

  
	
   

  	
   

  	
   

  
	
  1.1.9

  	
   

  	
  “Capital
  Stock” means all of Customer’s capital stock in Seattle Bank.

  
	
   

  	
   

  	
   

  
	
  1.1.10

  	
   

  	
  “Collateral”
  means all property, including the proceeds thereof, heretofore, now or
  hereafter assigned, transferred or pledged to Seattle Bank by Customer as
  security for Indebtedness.

  
	
   

  	
   

  	
   

  
	
  1.1.11

  	
   

  	
  “Collateral
  Coverage Factor” means the percentage of value, as determined by Seattle Bank
  from time to time, of various types of Eligible Collateral which will support
  the aggregate amount of all outstanding

  
	
   

  	
   

  	
  Advances,
  Commitments or Other Credit Accommodations made to Customer against such
  Eligible Collateral.

  
	
   

  	
   

  	
   

  
	
  1.1.12

  	
   

  	
  “Collateral
  Manual” means the Collateral Manual of the Seattle Bank, as published and
  revised by the Seattle Bank from time to time.

  
	
   

  	
   

  	
   

  
	
  1.1.13

  	
   

  	
  “Collateral
  Maintenance Requirement” means the minimum level of aggregate Eligible
  Collateral, discounted by applicable Collateral Coverage Factors, which
  Customer must pledge to Seattle Bank, and maintain at or above such minimum
  level, to secure Customer’s outstanding Advances, Commitments or Other Credit
  Accommodations, as determined by Seattle Bank from time to time.

  
	
   

  	
   

  	
   

  
	
  1.1.14

  	
   

  	
  “Commitment”
  means any written agreement under which Seattle Bank is contractually
  obligated to make Advances to Customer, or payments on behalf of or for the
  account of Customer, at a future date, irrespective of whether Seattle Bank’s
  obligation under such agreement is contingent upon the occurrence or
  non-occurrence of a condition subsequent. Commitments include, without
  limitation, Letters of Credit, firm commitments, guarantees or other
  financial arrangements made by Seattle Bank in writing to facilitate
  transactions between Customer and third parties. This Agreement is neither a
  Commitment nor an undertaking or obligation to provide any Commitment.

  
	
   

  	
   

  	
   

  
	
  1.1.15

  	
   

  	
  “Credit
  Policy” means the credit and collateral policies of Seattle Bank, including
  without limitation the credit and collateral policies set forth in the Users
  Guide and the Collateral Manual, as published and revised by the Seattle Bank
  from time to time. In addition to the Users Guide and Collateral Manual, the
  Credit Policy includes other policies adopted from time to time by Seattle
  Bank. The Credit Policy is subject to the Act and Regulations, and in the
  event of any inconsistency between the Credit Policy and the Act or
  Regulations, the more restrictive statute, regulation or policy shall be
  controlling.

  
	
   

  	
   

  	
   

  
	
  1.1.16

  	
   

  	
  “De-Pledge”
  means the partial release, re-assignment and/or re-delivery by Seattle Bank
  or its approved custodian of any part of the Collateral pledged to Seattle
  Bank for Indebtedness.

  
	
   

  	
   

  	
   

  
	
  1.1.17

  	
   

  	
  “Eligible
  Collateral” means Collateral other than Capital Stock which:
  (i) qualifies as security for Advances or Other Credit Accommodations
  under the Act and Regulations; (ii) qualifies as security for Advances
  or Other Credit Accommodations under the Credit Policy, as amended by Seattle
  Bank from time to time, which may be more restrictive than the Act or
  Regulations; (iii) is owned by Customer free and clear of any liens,
  encumbrances or other interests, other than the pledge of such Collateral to
  Seattle Bank under this Agreement; and (iv) is not a home mortgage on
  which any director, officer, employee, attorney or agent of Customer or any
  federal home loan bank is personally liable, unless acceptance of such
  mortgage is specifically approved by formal resolution of the Seattle Bank’s
  board of directors, and the Finance Board has endorsed such resolution.

  
	
   

  	
   

  	
   

  
	
  1.1.18

  	
   

  	
  “Eligible
  CFI Collateral” means, if Customer is a community financial institution as
  defined in the Regulations, certain small agri-business loans, small farm
  loans or small business loans which meet the requirements of Eligible
  Collateral described in Subsection 1.1.17 above.

  
	
   

  	
   

  	
   

  
	
  1.1.19

  	
   

  	
  “Eligible
  Securities Collateral” means securities, now owned or hereafter acquired by
  Customer, whether certificated or uncertificated, which meet the requirements
  of Eligible Collateral described in Subsection 1.1.17 above.

  
	
   

  	
   

  	
   

  
	
  1.1.20

  	
   

  	
  “Eligible
  Mortgage Collateral” means Mortgage Collateral which meets the requirements
  of Eligible Collateral described in Subsection 1.1.17 above.

  
	
   

  	
   

  	
   

  
	
  1.1.21

  	
   

  	
  “Finance
  Board” means the Federal Housing Finance Board, or any successor agency
  thereto.

  



 


2

















 


	
  1.1.22

  	
   

  	
  “Funds”
  means money maintained in Customer’s Account(s) with Seattle Bank.

  
	
   

  	
   

  	
   

  
	
  1.1.23

  	
   

  	
  “Indebtedness”
  means all obligations of Customer to Seattle Bank, defined in the broadest
  and most comprehensive sense, to mean all primary, secondary, direct,
  indirect, fixed or contingent, debts, duties, agreements, undertakings,
  obligations, covenants and conditions now or at any time in the future to be
  paid or performed by Customer in connection with or relating to Advances,
  Other Credit Accommodations, Commitments, Accounts or Other Obligations,
  including, without limitation, all of Customer’s obligations to pay
  principal, interest, fees (including, without limitation, loan fees and
  prepayment fees), charges (including, without limitation, overdraft charges),
  costs, reimbursements (including, without limitation, attorneys fees) and
  losses (including, without limitation, damages for Customer’s breach of any
  contractual obligations to Seattle Bank), which at any time may be owing
  under or in connection therewith.

  
	
   

  	
   

  	
   

  
	
  1.1.24

  	
   

  	
  “Letter
  of Credit” means any standby letter of credit issued by Seattle Bank for the
  account of Customer.

  
	
   

  	
   

  	
   

  
	
  1.1.25

  	
   

  	
  “Listed
  Collateral” is defined in Section 3.4 below.

  
	
   

  	
   

  	
   

  
	
  1.1.26

  	
   

  	
  “Master
  Backup Support Agreement” means any agreement now or hereafter made by
  Seattle Bank and one or more other federal home loan bank(s) under which
  such other federal home loan bank(s) may make Advances or Other Credit
  Accommodations to Customer in the event of a loss of power, communications or
  computer failure, property damage or other forms of business interruption
  adversely affecting Seattle Bank’s normal operations.

  
	
   

  	
   

  	
   

  
	
  1.1.27

  	
   

  	
  “Member”
  means an owner of Capital Stock in Seattle Bank.

  
	
   

  	
   

  	
   

  
	
  1.1.28

  	
   

  	
  “Member
  Advance Stock Purchase Requirement” is described in Section 6.10 of this
  Agreement and in the Capital Plan.

  
	
   

  	
   

  	
   

  
	
  1.1.29

  	
   

  	
  “MERS”
  means Mortgage Electronic Registration Systems, Inc., a corporation
  organized and existing under the laws of the State of Delaware, or any
  successor thereto.

  
	
   

  	
   

  	
   

  
	
  1.1.30

  	
   

  	
  “MERS
  Mortgages” means mortgages registered with MERS, in which the Mortgage
  Documents name MERS as mortgagee, solely as nominee, for the originators of
  such mortgages and their successors and assigns.

  
	
   

  	
   

  	
   

  
	
  1.1.31

  	
   

  	
  “Mortgage
  Collateral” means Mortgage Documents (excluding participation or other
  fractional interests therein) and all ancillary security agreements, policies
  and certificates of insurance, guarantees, indemnities, evidences of
  recordation, applications, underwriting materials, surveys, appraisals,
  notices, opinions of counsel and loan servicing data and all other
  electronically stored and written records or materials relating to the loans
  evidenced or secured by the Mortgage Documents.

  
	
   

  	
   

  	
   

  
	
  1.1.32

  	
   

  	
  “Mortgage
  Documents” means mortgages and deeds of trust (in this Agreement,
  “mortgages”) and all notes, bonds or other instruments evidencing loans
  secured thereby (in this Agreement, “mortgage notes”) and any endorsements
  and assignments thereof to Customer.

  
	
   

  	
   

  	
   

  
	
  1.1.33

  	
   

  	
  “Mortgage
  Purchase Program” means any program offered by Seattle Bank for the purchase
  from a Member of mortgage notes and related mortgages.

  
	
   

  	
   

  	
   

  
	
  1.1.34

  	
   

  	
  “Other
  Credit Accommodations” means credit products, other than Advances, authorized
  under the terms and conditions of the Act and the Regulations and offered
  from time to time by Seattle Bank under its Credit Policy, including, without
  limitation, Swap Transactions, Letters of Credit and other Commitments.

  
	
   

  	
   

  	
   

  
	
  1.1.35

  	
   

  	
  “Other
  Eligible Collateral” means property, other than Eligible Mortgage Collateral
  or Eligible Securities Collateral, which meets the requirements of Eligible
  Collateral described in Subsection 1.1.17 above, including, if Customer is a
  community financial institution as defined in the Regulations, any Eligible
  CFI Collateral.

  
	
   

  	
   

  	
   

  
	
  1.1.36

  	
   

  	
  “Other
  Obligations” means obligations of Customer to Seattle Bank other than those
  relating to Advances or Other Credit Accommodations, including, without
  limitation, any repurchase obligations of Customer under a Mortgage Purchase
  Program, if applicable; overdraft charges, wire charges, Account fees and
  charges for other miscellaneous services provided to Customer by Seattle
  Bank; and all other amounts, of any nature whatsoever, now or hereafter owed
  to the Seattle Bank by Customer.

  



 


3

















 


	
  1.1.37

  	
   

  	
  “Physical
  Possession Collateral” is defined in Section 3.5 below.

  
	
   

  	
   

  	
   

  
	
  1.1.38

  	
   

  	
  “Regulations”
  means the regulations of the Finance Board, as amended from time to time.

  
	
   

  	
   

  	
   

  
	
  1.1.39

  	
   

  	
  “Request”
  or “Requests” means any request(s) made by Customer via telephone, or
  other means made available by Seattle Bank from time to time, for Advances.

  
	
   

  	
   

  	
   

  
	
  1.1.40

  	
   

  	
  “Stock
  Ownership Requirement” means the obligation of Customer to own minimum
  amounts of Capital Stock in accordance with the Capital Plan.

  
	
   

  	
   

  	
   

  
	
  1.1.41

  	
   

  	
  “Swap
  Transaction” means an interest rate swap, cap or collar, currency exchange
  transaction, or any other similar transaction (including any option to enter
  into any of the foregoing) or any combination of the foregoing, entered into
  between the Seattle Bank and Customer pursuant to the terms of the Credit
  Policy, this Agreement or other related documentation, including without
  limitation any form of master agreement published by the International Swaps
  and Derivatives Association, Inc.

  
	
   

  	
   

  	
   

  
	
  1.1.42

  	
   

  	
  “UCC”
  means the Uniform Commercial Code, as amended from time to time, of the State
  of Washington or the state of formation of Customer, as applicable under
  Section 6.13 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  1.1.43

  	
   

  	
  “Users
  Guide” means the Financial Products and Services Users Guide of the Seattle
  Bank, as published and revised by Seattle Bank from time to time.

  



 


Article II. Advances and Other Credit Accommodations


 


Section 2.1 Procedures for Advances  The terms and conditions of
this Agreement shall govern each Advance heretofore, now or hereafter made by
Seattle Bank to Customer. The Credit Policy of the Seattle Bank is an integral
part of the terms and conditions of all such Advances and is incorporated in
this Agreement by this reference as if fully set forth herein. Additional terms
and conditions of Advances may be set forth in an Advance Master Application
and/or Advances Note, which Seattle Bank may require Customer to sign and
deliver to Seattle Bank from time to time. Any additional, particular terms and
conditions of an Advance orally quoted by Seattle Bank and accepted by Customer
at the time of the Customer’s Request for an Advance, including, without
limitation, the principal amount, applicable interest rate or due date of the
Advance, will be confirmed by Seattle Bank in an Advance Confirmation Advice
or, if no Advance Confirmation Advice is issued, will be evidenced by the books
and records of the Seattle Bank. In cases in which a Request for an Advance is
made orally by Customer of Seattle Bank in an electronically recorded telephone
conversation, and a question arises concerning any particulars of such Advance,
Customer agrees that such recording or a transcript thereof will be an integral
part of the Seattle Bank’s books and records and may be used as evidence of
such particulars. In cases in which an Advance requested orally by Customer is
made by another federal home loan bank, on behalf of Seattle Bank, under a
Master Backup Support Agreement, the books and records of such other federal
home loan bank will establish any additional, particular terms of such Advance.
If such Advance is requested by Customer of such other federal home loan bank
in an electronically recorded telephone conversation, and a question arises
concerning any particulars of such Advance, Customer agrees that such recording
or a transcript thereof will be an integral part of the such other federal home
loan bank’s books and records and may be used as evidence of such particulars.
Unless otherwise agreed by Seattle Bank, each Advance will be made by crediting
Customer’s demand deposit Account(s) with Seattle Bank. In all cases, funding
of any Request for an Advance will be subject to compliance by Customer with
the terms and provisions of the Act, the Regulations, the Credit Policy and
this Agreement, including, without limitation, the Stock Ownership Requirement
and Collateral Maintenance Requirement. In the event that Customer’s access to
Advances is subsequently restricted pursuant to the Act, the Regulations or any
other provision of applicable law, Seattle Bank will not be required to fund
any outstanding Commitment for Advances not funded prior to the effective date
of such restriction.


 


Section 2.2 Repayment of Advances  Customer agrees to repay each
Advance in accordance with its terms and conditions. Customer will maintain in
Customer’s demand deposit Account(s) with Seattle Bank an amount at least
equal to the amounts then currently due and payable to Seattle Bank with
respect to Advances, and Customer hereby authorizes Seattle Bank to debit
Customer’s Account(s) with Seattle Bank for all amounts due and payable with
respect to any Advance and for all other amounts due and payable under this
Agreement. Customer agrees that, in the event any such debit results in
Customer’s demand deposit Account being overdrawn, Customer will pay overdraft
charges thereon at the rate that Seattle Bank normally assesses for overdrafts
on general demand deposit accounts. In the event that the balance in such
demand deposit Account(s) is, at any time, insufficient to pay such due
and payable amounts, Seattle Bank may in its discretion and without notice to
Customer: (i) make a “flexible


 


4

















 


balance”
or other similar Advance, as provided in the Credit Policy, in the amount of
and for the purpose of paying such due and payable amounts; or (ii) apply
any other deposits, credits, Funds or other monies of Customer then in the
possession of Seattle Bank to the payment of such due and payable amounts. All
payments with respect to Advances will be applied to any fees, costs or charges
applicable thereto, to interest due thereon and to any principal amount thereof
that is then due and payable, in such order and priority as Seattle Bank may
determine.


 


Section 2.3 Estoppel  For any Advance evidenced by
an Advance Confirmation Advice, failure of Customer, within ten (10) business
days of Customer’s receipt of the Advance Confirmation Advice, to deliver
written notice to Seattle Bank specifying any disputed particulars thereof,
including without limitation the principal amount, applicable interest rate or
due date of the Advance, will constitute the final agreement and acknowledgment
by Customer that the particulars of the Advance Confirmation Advice are
accurate and are those that Customer requested and by which Customer agreed to
be bound, and Customer will thereafter be estopped from asserting any claim or
defense with respect thereto. For any Advance which has such particular terms
established by the books and records of the Seattle Bank or another federal
home loan bank rather than by an Advance Confirmation Advice, such books and
records shall be conclusive in the absence of manifest error. Seattle Bank
reserves the right to correct its scrivener’s errors, if any, in any Advance
Confirmation Advice or such books and records, and no such errors shall affect
Customer’s obligations in respect to the affected Advance.


 


Section 2.4 Interest  Customer agrees to pay
interest on each Advance at a rate per annum determined on the basis described
in the Credit Policy, Advance Master Application, Advances Note, Advance
Confirmation Advice or the books and records of Seattle Bank or other federal
home loan bank, as the case may be, pertaining to such Advance.


 


Section 2.5 Commitment and Cancellation Fees  Customer agrees to pay when
due any commitment fees and any cancellation fees applicable to any Commitments
issued by Seattle Bank for Advances, determined on the basis described in the
Credit Policy, the Commitment documentation or the books and records of Seattle
Bank or other federal home loan bank, as the case may be, pertaining to such
Commitment.


 


Section 2.6 Other Credit Accommodations


 


	
  2.6.1

  	
   

  	
  Customer
  may apply to Seattle Bank for the issuance of other credit products,
  including without limitation Letters of Credit, firm commitments for Advances
  and Swap Transactions, provided such other credit products, and Customer’s
  intended use thereof, are authorized under the Act, the Regulations and the
  Credit Policy. The terms and conditions of such Other Credit Accommodations
  shall be governed by the Act, the Regulations, the Credit Policy, this
  Agreement and such other documentation as Seattle Bank may require from time
  to time.

  
	
   

  	
   

  	
   

  
	
  2.6.2

  	
   

  	
  The
  Borrowing Capacity of Customer shall be reduced by Seattle Bank’s outstanding
  obligations under any Letter of Credit, Swap Transaction, Commitment or Other
  Credit Accommodation, as determined by Seattle Bank from time to time, in the
  same manner as outstanding Advances.

  
	
   

  	
   

  	
   

  
	
  2.6.3

  	
   

  	
  In
  the event any Commitment, including without limitation a Letter of Credit, is
  outstanding at the time of an Event of Default under Section 4.1 of this
  Agreement, Seattle Bank may at its option make an Advance by crediting a
  special Account with Seattle Bank in an amount equal to the outstanding
  Commitment. Amounts credited to such special Account will be utilized by
  Seattle Bank for the purpose of satisfying Seattle Bank’s obligations under
  the outstanding Commitment. When all such obligations have expired or have
  been satisfied, Seattle Bank will disburse the balance, if any, in such
  special Account first to the satisfaction of any Indebtedness then owing by
  Customer to Seattle Bank and then to Customer or its successors in interest.
  Advances made pursuant to this Subsection 2.7.3 will be payable on demand and
  will bear interest at the rate in effect and being charged by Seattle Bank
  from time to time on overdrafts on demand deposit accounts of its Customers.

  



 


Section 2.7 Prepayment Fees  Customer agrees to pay a
prepayment fee upon the prepayment of all or any portion of any Advance or
Other Credit Accommodation, made before the due date thereof, whether such
prepayment is made voluntarily or involuntarily, including, without limitation,
any prepayment resulting from acceleration under Section 4.1 hereof upon
an Event of Default. The amount of the prepayment fee shall not be less than
zero and shall be determined by the Seattle Bank on the basis described in the
Regulations, the Credit Policy and any applicable Advance Master Application,
Advances Note, Advance Confirmation Advice or Swap Transaction, as the case may
be, pertaining to prepayment of such Advance or Other Credit Accommodation. Any
applicable illustrations and examples of prepayment fees in the Users Guide, as
published and revised by the Seattle Bank from time to time, are


 


5

















 


an
integral part of the terms and conditions of this Agreement and are
incorporated herein by this reference as if fully set forth at length.


 


Section 2.8 Compliance with the Credit Policy, Act and
Regulations  Customer hereby
agrees to comply with the terms and provisions of the Credit Policy, the Act
and the Regulations, including, without limitation, any reporting requirements,
application procedures or eligibility requirements imposed by the Credit
Policy, the Act or the Regulations with respect to particular types of
Advances, Commitments or Other Credit Accommodations. In the event of any
inconsistency between the Credit Policy and the Act or the Regulations,
Customer hereby agrees to comply with the more restrictive statute, regulation
or policy. In the event any provision of the Credit Policy, the Act or the
Regulations is amended, Customer agrees to comply with the terms and provisions
of the Credit Policy, the Act and the Regulations as so amended from time to
time, provided that, to the extent permitted by the Act and the Regulations,
any particular terms of outstanding Advances or Commitments existing at the
time of any such amendment, including, without limitation, interest rates or
prepayment fees, will continue to be governed by the terms and provisions of
the Advance Master Application, Advances Note, Advance Confirmation Advice or
Commitment documentation which applied to such outstanding Advances or Commitments
at the time such Advances or Commitments were made. Notwithstanding the
foregoing, Seattle Bank shall retain the right to amend from time to time the
Borrowing Capacity, Collateral Coverage Factors and Collateral Maintenance
Requirements applicable to Customer and its Eligible Collateral, and Customer
agrees to comply with such changes upon Seattle Bank’s notice thereof to
Customer.


 


Section 2.9 Additional Covenants by Customer  Customer will maintain a copy
of this Agreement in its official records at all times. Customer will give
Seattle Bank notice of any material event that would cause Customer, pursuant
to the provisions of the Act, the Regulations, the Credit Policy or this
Agreement, to be ineligible to become a Customer of Seattle Bank or ineligible
to obtain Advances, Commitments or Other Credit Accommodations. Any obligation
of Seattle Bank to fund any Advance or Other Credit Accommodation, including
any Commitment, shall be conditioned upon the satisfaction of each of the
following conditions precedent as of the date hereof and at the time of funding
of each Advance or Other Credit Accommodation: (a) all representations and
warranties of Customer contained this Agreement, or otherwise made by Customer
to Seattle Bank, are and continue to be correct; (b) no Event of Default
under this Agreement, or other documentation relating to the Advance or Other
Credit Accommodation, has occurred or would result from such Advance; (c) the
Seattle Bank has received such approvals, opinions or documents that the
Seattle Bank may request in connection with the Advance or Other Credit
Accommodation; (d) Customer satisfies all membership and borrowing
eligibility criteria under the Act, the Regulations, this Agreement and the
Credit Policy; (e) Customer, in the judgment of Seattle Bank, is not
engaging or has not engaged in unsafe or unsound banking practices, has
adequate capital, is not sustaining operating losses, does not have financial
or managerial deficiencies that bear on the Customer’s creditworthiness, and
has no other deficiencies as determined by Seattle Bank; (f) there has
been in Seattle Bank’s judgment no material adverse change in Customer, the
Collateral or any financial or other information submitted by Customer to
Seattle Bank in connection with an Advance, Other Credit Accommodations or any
Other Obligations; and (g) there has been in Seattle Bank’s judgment no
change in governmental laws or regulations that materially affects the Seattle
Bank’s power, right, authority, or ability to fund the Advance or Other Credit
Accommodation.


 


Article III. Security Agreement


 


Section 3.1 Creation of Security Interest As security for
the timely payment of all Indebtedness and outstanding Commitments, Customer
hereby assigns, transfers, and pledges to Seattle Bank, and grants to Seattle
Bank a security interest in all of the following Collateral now owned or
hereafter acquired by Customer, and all proceeds thereof:


 


3.1.1              All promissory notes and
other instruments, all mortgages, deeds of trust and other supporting
obligations, all mortgage-backed securities, stock and other investment
property, and all accounts, general intangibles, payment intangibles, chattel
paper, letter of credit rights, deposit accounts, money, goods, software,
commercial tort claims, equipment and inventory, now owned or hereafter
acquired by Customer, including without limitation:


 


(a)                         All Capital
Stock now owned or hereafter acquired by Customer in Seattle Bank, including
all payments which have been or hereafter are made on account of subscriptions
to and all unpaid dividends on such stock;


 


6

















 


(b)                        All Funds of
Customer now or hereafter on deposit with Seattle Bank;


 


(c)                         All Eligible Mortgage
Collateral and related Mortgage Documents now owned or hereafter acquired by
Customer;


 


(d)                        All Eligible
Securities Collateral now owned or hereafter acquired by Customer; and


 


(e)                         All Other
Eligible Collateral now owned or hereafter acquired by Customer.


 


	
  3.1.2

  	
   

  	
  It
  is the intention of Seattle Bank and Customer that the Collateral shall
  include all assets now owned or hereafter acquired by Customer in which a
  security interest can be created under the UCC, specifically including but
  not limited to the property types and categories set forth in Subsection
  3.1.1 and Subparagraphs 3.1.1(a)–(e) above. All of the Collateral shall
  secure the Indebtedness, irrespective of whether only part of the Collateral
  constitutes Eligible Collateral for purposes of satisfying the Collateral
  Maintenance Requirements of Section 3.3 below.

  



 


Section 3.2 Customer’s Representations and Warranties
Regarding Collateral  Customer
represents and warrants to Seattle Bank, as of the date of this Agreement and
the date of each Advance, Commitment or Other Credit Accommodation made under
this Agreement, as follows:


 


	
  3.2.1

  	
   

  	
  Customer
  owns and has marketable title to all Collateral and has the right and
  authority to grant a security interest in the Collateral and to subject all
  of the Collateral to this Agreement, and Customer covenants that it will
  defend the Collateral against the claims and demands of all persons;

  
	
   

  	
   

  	
   

  
	
  3.2.2

  	
   

  	
  With
  respect to any Eligible Mortgage Collateral originated by any party (whether
  affiliated or unaffiliated) other than Customer, the Mortgage Documents
  contain either a complete chain of endorsements (either on the mortgage note
  or a related allonge) from the originating party to Customer, a complete
  chain of endorsements in blank from each successive holder of the Mortgage
  Collateral or are MERS Mortgages for which Customer’s ownership has been
  registered with MERS;

  
	
   

  	
   

  	
   

  
	
  3.2.3

  	
   

  	
  The
  information contained in any financial report, call report, certification,
  audit, confirmation, report, schedule, or other documents required under this
  Agreement and any other information given from time to time by Customer as to
  each item of Eligible Collateral, and any information provided by Customer to
  its supervising state or federal agency in call reports or other reports, from
  which Seattle Bank obtains information related to Collateral, is true,
  accurate and complete in all material respects;

  
	
   

  	
   

  	
   

  
	
  3.2.4

  	
   

  	
  All
  Eligible Collateral meets the standards and requirements from time to time
  established by the Credit Policy, the Act and the Regulations and, in any
  case of variances among the Act, the Regulations and the Credit Policy, the
  most restrictive of such standards and requirements;

  
	
   

  	
   

  	
   

  
	
  3.2.5

  	
   

  	
  To
  Customer’s knowledge, no part of any real property encumbered by Mortgage
  Collateral contains or is subject to the effects of any hazardous materials
  or other hazardous substances, except as may have been disclosed to and
  reasonably approved by Customer in its underwriting of Mortgage Collateral,
  and Customer will indemnify and hold Seattle Bank harmless, and, at the
  option of Seattle Bank, defend Seattle Bank (with counsel satisfactory to
  Seattle Bank) from all liabilities, costs, damages, claims or expenses
  (including attorneys’ fees and environmental consultants’ fees) suffered,
  paid or incurred by Seattle Bank resulting from or arising out of any
  requirement under any applicable federal, state or local law, regulation,
  ordinance, order, judgment or decree relating to the release or cleanup of
  any such hazardous material or hazardous substance;

  
	
   

  	
   

  	
   

  
	
  3.2.6

  	
   

  	
  Except
  as permitted under Section 3.3 of this Agreement, Customer will not
  (i) sell, offer to sell or otherwise transfer Eligible Collateral, nor
  pledge, mortgage or create or suffer to exist a lien, claim of lien,
  encumbrance, right of set-off or other security interest or collateral
  assignment of any kind whatsoever in Eligible Collateral or the proceeds
  thereof in favor of any person other than Seattle Bank, or (ii) transfer
  physical possession of the Mortgage Documents evidencing Eligible Mortgage
  Collateral to any third party or affiliate without the prior written consent
  of Seattle Bank;

  
	
   

  	
   

  	
   

  
	
  3.2.7

  	
   

  	
  All
  taxes, assessments and governmental charges levied or assessed or imposed
  upon or with respect to Eligible Collateral, including any real property
  subject to Eligible Mortgage Collateral, will be paid and if

  



 


7

















 


	
   

  	
   

  	
  Customer
  fails to promptly pay such taxes, assessments or governmental charges,
  Seattle Bank may (but will not be required to) pay the same and any such
  expense will be an obligation under this Agreement; and

  
	
   

  	
   

  	
   

  
	
  3.2.8

  	
   

  	
  Customer
  will notify Seattle Bank promptly in writing of any change in the location of
  the Eligible Collateral and of any change in location of its principal place
  of business or jurisdiction of incorporation, organization or formation.

  



 


Section 3.3 Collateral Maintenance Requirement


 


	
  3.3.1

  	
   

  	
  Customer
  will at all times maintain an amount of Eligible Collateral, pledged to
  Seattle Bank under this Agreement, which, after discounting by the Collateral
  Coverage Factor(s) applicable to such Eligible Collateral, has a value,
  as determined by Seattle Bank, of not less than the aggregate amount of all
  Advances, Commitments and Other Credit Accommodations then outstanding. This
  Collateral Maintenance Requirement may be increased or decreased by Seattle
  Bank at any time, based upon Customer’s creditworthiness or the quality of
  Customer’s Eligible Collateral, as determined by Seattle Bank from time to
  time. Customer will not, without prior written consent of Seattle Bank,
  assign, pledge, transfer, create any security interest in, sell, or otherwise
  dispose of any Eligible Collateral if: (i) such Eligible Collateral is
  Physical Possession Collateral under Section 3.5 of this Agreement;
  (ii) immediately after such action, Customer’s remaining Eligible
  Collateral would be insufficient to comply with the Collateral Maintenance
  Requirement; or (iii) at the time of such action, there is an
  outstanding Event of Default under Section 4.1 of this Agreement.

  
	
   

  	
   

  	
   

  
	
  3.3.2

  	
   

  	
  All
  Eligible Collateral (other than Physical Possession Collateral held by
  Seattle Bank or its custodian) will be held by Customer in trust for the
  benefit of, and subject to the direction and control of Seattle Bank, and
  will be physically safeguarded by Customer with at least the same degree of
  care as Customer would ordinarily use in prudently safeguarding its property.
  Without limiting the foregoing, Customer will take all action necessary or
  desirable to protect and preserve Eligible Collateral held by Customer,
  including without limitation the maintaining of insurance on property
  securing mortgages constituting Eligible Collateral (such policies and
  certificates of insurance relating to such mortgages are in this Agreement
  called “insurance”), the collection of payments under all such mortgages and
  under all such insurance, and otherwise assuring that loans comprising
  Eligible Mortgage Collateral are serviced in accordance with the standards of
  a reasonable and prudent mortgagee. Customer, as Seattle Bank’s agent, will
  collect all payments when due on all Eligible Collateral held by Customer in
  trust for the benefit of Seattle Bank. If Seattle Bank requests, all such
  collections shall be held separate from Customer’s other monies in one or
  more designated Accounts maintained at Seattle Bank. At Seattle Bank’s sole
  discretion, Seattle Bank may then apply such collections to the payment of
  Indebtedness as it becomes due; otherwise, and provided there is no
  outstanding Event of Default under Section 4.1 of this Agreement,
  Customer may use and dispose of such collections in the ordinary course of
  its business.

  
	
   

  	
   

  	
   

  
	
  3.3.3

  	
   

  	
  Subject
  to the Collateral Maintenance Requirement of Subsection 3.3.1 above, and
  provided there is no outstanding Event of Default under Section 4.1 of
  this Agreement, Customer may use or dispose of all or part of the Collateral
  and proceeds thereof in the ordinary course of its business. Notwithstanding
  the foregoing, Customer may not use or dispose or all or part of Physical
  Possession Collateral or the proceeds thereof, except upon the De-Pledging of
  such Physical Possession Collateral in accordance with Section 3.6
  below.

  
	
   

  	
   

  	
   

  
	
  3.3.4

  	
   

  	
  Customer
  will, upon request of Seattle Bank, immediately take such actions and execute
  such documentation as Seattle Bank may deem necessary or appropriate to
  create and perfect Seattle Bank’s security interest in the Collateral or
  otherwise to obtain, preserve, protect, enforce or collect the Collateral;
  including, without limitation, executing any agreements, instructions or
  other documents that Seattle Bank deems necessary to establish control of
  Collateral by Seattle Bank or by its custodian on Seattle Bank’s behalf.

  
	
   

  	
   

  	
   

  
	
  3.3.5

  	
   

  	
  Any
  Collateral that is not satisfactory to Seattle Bank may be rejected at any
  time as Eligible Collateral by Seattle Bank, or in Seattle Bank’s discretion
  may at any time be discounted by a Collateral Coverage Factor that is less
  than the Collateral Coverage Factor normally ascribed thereto under the
  Credit Policy. Seattle Bank may require, before or during the period when any
  Advance is made to Customer, that Customer make any or all Eligible
  Securities Collateral, all Mortgage Documents for Eligible Mortgage
  Collateral and any 

  



 


8

















 


	
   

  	
   

  	
  other
  documents pertaining to Eligible Collateral, including without limitation any
  agreements between Customer and its servicing agents, available to Seattle
  Bank for its inspection and approval.

  
	
   

  	
   

  	
   

  
	
  3.3.6

  	
   

  	
  In
  the case of any Eligible Collateral which is physically possessed by
  Customer, Customer will grant, upon Seattle Bank’s written request, an
  irrevocable license to Seattle Bank, in form and content satisfactory to
  Seattle Bank (and if requested by Seattle Bank, joined in by any real
  property owner or landlord of the premises where such Eligible Collateral is
  located), that will allow representatives of Seattle Bank to enter the
  premises of Customer in order to inspect from time to time and/or remove and
  take possession of the Eligible Collateral.

  
	
   

  	
   

  	
   

  
	
  3.3.7

  	
   

  	
  In
  the case of Eligible Collateral which is physically possessed by any
  affiliate or servicing agent of Customer, Customer will, upon Seattle Bank’s
  written request, cause Customer’s affiliate or servicing agent to
  (i) grant an irrevocable license to Seattle Bank, in form and content
  satisfactory to Seattle Bank (and if requested by Seattle Bank, joined in by
  any real property owner or landlord of the premises where such Eligible
  Collateral is located), that will allow representatives of Seattle Bank to
  enter the premises of Customer’s affiliate or servicing agent in order to
  inspect from time to time and/or remove and take possession of the Eligible
  Collateral; and/or (ii) establish custodial or control agreements, in
  form and content satisfactory to Seattle Bank, under which the affiliate’s or
  servicing agent’s physical possession will be held for the benefit of Seattle
  Bank as secured party. Seattle Bank may require such arrangements
  irrespective of whether the Eligible Collateral has been designated as Listed
  Collateral or Physical Possession Collateral under Sections 3.4 or 3.5 below.

  
	
   

  	
   

  	
   

  
	
  3.3.8

  	
   

  	
  Seattle
  Bank’s acceptance as Eligible Collateral of any Mortgage Collateral relating
  to multifamily or commercial properties may, in the discretion of Seattle
  Bank, be conditioned upon Customer’s execution and delivery of
  Rider(s) to this Agreement containing warranties and representations
  required of Customer by Seattle Bank for any Mortgage Collateral relating to
  multifamily or commercial properties.

  
	
   

  	
   

  	
   

  



Section 3.4 Listed Collateral


 


	
  3.4.1

  	
   

  	
  At
  any time that Customer’s Eligible Mortgage Collateral or Eligible CFI
  Collateral becomes subject to mandatory listing requirements under the Credit
  Policy, or at any other time, at the sole discretion of Seattle Bank,
  Customer will deliver to Seattle Bank, upon Seattle Bank’s written request, a
  status report and accompanying schedules, all in form and content acceptable
  to Seattle Bank, specifying and describing any mortgage loan pledged to
  Seattle Bank as Eligible Mortgage Collateral and any item of Eligible CFI
  Collateral pledged to Seattle Bank (collectively, “Listed Collateral”). 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 Listed
  Collateral.

  
	
   

  	
   

  	
   

  
	
  3.4.2

  	
   

  	
  Upon
  Seattle Bank’s written request, Customer will physically segregate the
  mortgages, loan packages and other property comprising Listed Collateral from
  all other property of Customer in a manner satisfactory to Seattle Bank.
  Until particular items of Listed Collateral are De-Pledged in accordance with
  the Credit Policy, the physical segregation of such items shall be
  maintained.

  
	
   

  	
   

  	
   

  
	
  3.4.3

  	
   

  	
  Upon
  Seattle Bank’s written request, Customer will hold each loan package included
  in Listed Collateral in a separate file folder, with each file folder clearly
  labeled with the loan identification number and the name of the mortgagor.
  Upon written request of Seattle Bank, the file folder for each package of
  loan documents included within Listed Collateral will be clearly marked or
  stamped with the statement: “The Instrument(s) and Security Relating to this
  Loan Have Been Pledged to the Federal Home Loan Bank of Seattle.”

  



 


Section 3.5 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”).

  
	
   

  	
   

  	
   

  
	
  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 

  



 


9

















 


	
   

  	
   

  	
  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.

  



 


Section 3.6 De-Pledging of Collateral  Upon receipt by Seattle Bank
of a written request from Customer, in form and content acceptable to Seattle
Bank, for the De-Pledge of any part of the Collateral or proceeds thereof in
which Seattle Bank has perfected its security interest, setting forth (i) a
sufficient description of the Collateral to be withdrawn or reassigned; and (ii) a
certificate of an authorized officer of Customer certifying that the
immediately after such De-Pledge, Customer’s remaining Eligible Collateral will
be sufficient to comply with the Collateral Maintenance Requirement, Seattle
Bank will promptly return, reassign or partially release to Customer, at
Customer’s expense, the Collateral specified in said request. Notwithstanding
anything to the contrary contained in this Agreement, Customer may not obtain
any such withdrawal or reassignment (a) while an Event of Default under this
Agreement has occurred and is continuing; (b) at any time that Seattle
Bank’s records indicate that immediately after such De- Pledge, Customer’s
remaining Eligible Collateral would be insufficient to comply with the
Collateral Maintenance Requirement as determined by Seattle Bank; or (c) at
any time that Seattle Bank reasonably and in good faith deems itself insecure.
Customer will pay upon request for all filing or recording fees and other
reasonable expenses incurred by Seattle Bank or any approved custodian in
connection with De-Pledging of any Collateral, including without


 


10














 


limitation reasonable attorneys fees and
costs of legal counsel of Seattle Bank or such custodian. Any such sums owed to
Seattle Bank or to such custodian may be collected by Seattle Bank, at its
option, by debiting Customer’s demand or time deposit Account(s) with
Seattle Bank.


 


Section 3.7 Reports, Collateral Audits; Access


 


3.7.1        If requested by Seattle Bank at any time, Customer will furnish to
Seattle Bank an audit report prepared in accordance with generally accepted
auditing standards by an external auditor acceptable to Seattle Bank,
certifying the book value of the Eligible Collateral owned by Customer. If
requested by Seattle Bank at any time, Customer will furnish to Seattle Bank a
written report covering such matters regarding Eligible Collateral as Seattle
Bank may require, including without limitation a listing of mortgages
comprising Eligible Mortgage Collateral or loans comprising Eligible CFI
Collateral, the unpaid principal balances thereof, the status of payments
thereon and of taxes and insurance on the property encumbered thereby;
securities and the publicly listed market value thereof, and any other
information requested by Seattle Bank regarding the Eligible Collateral.
Customer will give Seattle Bank access at all reasonable times to Collateral in
Customer’s possession and to Customer’s books and records of account relating
to such Collateral, for the purpose of Seattle Bank’s examining, verifying or
reconciling the Collateral and Customer’s report to Seattle Bank thereon.


 


3.7.2        All Collateral and the satisfaction by Customer of the Collateral
Maintenance Requirement will be subject to audit and verification by or on
behalf of Seattle Bank. Such audits and verifications may occur without notice
during Customer’s normal business hours or upon reasonable notice at such other
times as Seattle Bank may reasonably request. Customer will provide access to,
and will make adequate working facilities available to, the representatives or
agents of Seattle Bank for purposes of such audits and verifications. Customer
agrees to pay to Seattle Bank such reasonable fees and charges as may be
assessed by Seattle Bank to cover overhead and other costs relating to such
audit and verification.


 


Section 3.8 Additional Documentation  Customer will make, execute, record and deliver to Seattle Bank such
notices, instructions, assignments, listings, powers, and other documents with
respect to the Collateral and Seattle Bank’s security interest therein in such
form as Seattle Bank may require. Customer authorizes Seattle Bank to file such
financing statements as Seattle Bank deems necessary with respect to the
Collateral, and Customer hereby ratifies any financing statements previously
filed by Seattle Bank with respect to the Collateral.


 


Section 3.9 Seattle Bank’s Responsibilities as to
Collateral  In the event that Seattle Bank takes
possession of any Collateral pursuant to the terms of this Agreement, Seattle
Bank’s duty as to the Collateral will be solely to use reasonable care in the
custody and preservation of the Collateral in its possession, which will not
include any steps necessary to preserve Customer’s rights against any third
parties nor the duty to send notices, perform services, or take any action in
connection with management of the Collateral. Seattle Bank will not have any
responsibility or liability for the form, sufficiency, correctness, genuineness
or legal effect of any instrument or document constituting a part of the
Collateral, or any signature thereon or the description or misdescription, or
value of property represented, or purported to be represented, by any such
document or instrument. Customer agrees that any and all Collateral may be
removed by Seattle Bank from the state or location where situated, and may
there be dealt with by Seattle Bank as provided in this Agreement.


 


Section 3.10 Seattle Bank’s Rights as to Collateral  At any time or times, at the expense of Customer, Seattle Bank will have
the right, before or after the occurrence of an Event of Default as set forth
in Section 4.1 of this Agreement, but shall not have the obligation, to do
any or all things and take any and all actions that are deemed necessary or
convenient by Seattle Bank to the protection of its rights and interests under
this Agreement and are lawful under the Act, the Regulations and the laws of
the State of Washington, including, but not limited to, the following:


 


3.10.1      Terminate
any consent given under this Agreement;


 


3.10.2      Notify
obligors on any Collateral to make payments thereon directly to Seattle Bank;


 


3.10.3      Endorse
any Collateral that is in Customer’s name or that has been endorsed by others
to Customer’s name;


 


3.10.4      Enter into
any extension, compromise, settlement, or other agreement relating to or
affecting any Collateral;


 


11

















 


3.10.5      Take
any action Customer is required to take or which is otherwise necessary to: (i) file
a financing statement or otherwise perfect a security interest in any or all of
the Collateral; or (ii) to obtain, preserve, protect, enforce or collect
the Collateral;


 


3.10.6      Take
control of any funds or other proceeds generated by the Collateral and use the
same to reduce Indebtedness as it becomes due; and


 


3.10.7      Cause the
Collateral to be transferred to Seattle Bank’s name or the name of its nominee.


 


Section 3.11 Power of Attorney  Customer hereby appoints Seattle Bank as its true and lawful attorney,
for and on behalf of Customer and in its name, place and stead, to prepare,
execute and record endorsements and assignments to Seattle Bank of all or any
item of Collateral, giving or granting to Seattle Bank, as such attorney, full
power and authority to do or perform every lawful act necessary or proper in
connection therewith as fully as Customer might or could do. Customer hereby
ratifies and confirms all that Seattle Bank will lawfully do or cause to be
done by virtue of this special power of attorney. This special power of
attorney is granted for a period commencing on the date of this Agreement and
continuing until the discharge of all Indebtedness and Commitments and all
obligations of Customer under this Agreement regardless of any Event of Default
by Customer, is coupled with an interest and is irrevocable for the period
granted. As Customer’s true and lawful attorney-in-fact, Seattle Bank has no
responsibility to take any steps necessary to preserve rights against prior
parties nor the duty to send notices, perform services, or take any action in
connection with the management of the Collateral.


 


Article IV. Default; Remedies


 


Section 4.1 Events of Default;  Acceleration Upon the occurrence of and during the
continuation any of the following events or conditions of default (“Event of
Default’), Seattle Bank may at its option, by a notice to Customer, declare all
Indebtedness and accrued interest thereon, including any prepayment fees or
charges which are payable in connection with the payment prior to the
originally scheduled maturity of any Advance or Other Credit Accommodation, to
be immediately due and payable without presentment, demand, protest or any
further notice and/or terminate any obligation on the part of Seattle Bank in
respect of any Commitment to make or continue making any Advances:


 


4.1.1        Failure
of Customer to pay when due any interest on or principal of any Advance or
Other Credit Accommodation; or


 


4.1.2        Failure
of Customer to perform any promise or obligation or to satisfy any condition or
liability contained in this Agreement, the Credit Policy or any Advances Note,
Advance Master Application or Advance Confirmation Advice, or in any other
agreement to which Customer and Seattle Bank are parties, whether pertaining to
any Advance, Other Credit Accommodation or Other Obligations; or


 


4.1.3        Evidence
coming to the attention of Seattle Bank that any representations, statements,
or warranty made or furnished in any manner to Seattle Bank by or on behalf of
Customer in connection with any Advance or Other Credit Accommodation, any
specification of Eligible Collateral or any certification of Fair Market Value
were false, misleading or incomplete in any material respect when made or, with
the passage of time, have become untrue in any material respect; or


 


4.1.4        Failure
of Customer to maintain adequate Eligible Collateral free of any encumbrances
or claims as required in this Agreement, or any material damage to or loss of
Eligible Collateral, or any sale or encumbrance of any Eligible Collateral
except as permitted by this Agreement


 


4.1.5        The
issuance of any tax, levy, seizure, attachment, garnishment, levy of execution,
or other process with respect to any of the Collateral; or


 


4.1.6        Any
suspension of payment by Customer to any creditor of sums due or the occurrence
of any event which results in another creditor having the right to accelerate
the maturity of any indebtedness of Customer under any security agreement,
indenture, loan agreement, or comparable undertaking; or


 


4.1.7        Any
taking over of the Customer or any of its assets or affiliates by a supervising
agency, or an application for or appointment of a conservator or receiver for
Customer or any affiliate of Customer or Customer’s property, entry of a
judgment or decree adjudicating Customer or any affiliate of Customer insolvent
or bankrupt, an assignment by Customer or any affiliate of Customer for benefit
of creditors, or the entry of any


 


12

















 


supervisory
or consent order pertaining to Customer or any affiliate of Customer by any
regulatory body or by any court at the request of such regulator; or


 


4.1.8        Sale by
Customer of all or a material part of Customer’s asset or the taking of any
other action by Customer to liquidate or dissolve; or


 


4.1.9        Termination
of Customer’s membership in Seattle Bank, or Customer’s ceasing to be a type of
financial institution that is eligible under the Act or the Regulations to
become a Customer of Seattle Bank; or


 


4.1.10      Merger,
consolidation or other combination of Customer with an entity which is not a
Customer of Seattle Bank if the non-Customer entity is the surviving entity; or


 


4.1.11      Seattle
Bank determines in good faith that a material adverse change has occurred in
the financial condition of Customer from that disclosed at the time of the
making of any Advance or from the condition of Customer as theretofore most
recently disclosed to Seattle Bank; or


 


4.1.12      Seattle
Bank in good faith deems itself insecure even though Customer is not otherwise
in default; or


 


4.1.13      Customer
has borrowed, or committed to borrow, from any source an amount that is greater
than the amount Customer is permitted to borrow under applicable law.


 


Section 4.2 Remedies  Upon the occurrence of any Event of Default, Seattle Bank will have all
of the rights and remedies provided by applicable law, including but not be
limited to all of the remedies of a secured party under the UCC. In addition,
Seattle Bank may take immediate possession of any of the Collateral or any part
thereof wherever the same may be found. Seattle Bank may sell, assign and
deliver the Collateral or any part thereof at public or private sale for such
price as Seattle Bank deems appropriate without any liability for any loss due
to decrease in the market value of the Collateral during the period held.
Seattle Bank will have the right to purchase all or part of the Collateral at
such sale. If the Collateral includes insurance or securities which will be
redeemed by the issuer upon surrender, or any accounts or deposits in the
possession of Seattle Bank, Seattle Bank may realize upon such Collateral
without notice to Customer. If any notification of intended disposition of any
of the Collateral is required by applicable law, then, if no greater period of
notification is required by applicable law, such notification will be deemed
reasonable and properly given if mailed, postage prepaid, at least 10 days
before any such disposition to the address of Customer appearing on the records
of Seattle Bank. The proceeds of any sale will be applied in the order that
Seattle Bank, in its sole discretion, may choose. Customer agrees to pay all
the costs and expenses of Seattle Bank in the collection of the Indebtedness
and enforcement of Seattle Bank’s rights and remedies in case of default,
including, without limitation, reasonable attorneys’ fees. Seattle Bank will,
to the extent required by law, apply any surplus after payment of the
Indebtedness, provision for repayment to Seattle Bank of any amounts to be paid
or advanced under outstanding Commitments, and all costs of collection and
enforcement to third parties claiming a secondary security interest in the
Collateral, with any remaining surplus paid to Customer. Customer will be
liable to Seattle Bank for any deficiency remaining.


 


Section 4.3 Payment of Prepayment
Charges  Any prepayment fees
or charges for which provision is made, whether under the Regulations, the
Credit Policy, or any applicable Advance Master Application, Advances Note,
Advance Confirmation Advice or Swap Transaction, as the case may be, with
respect to any Advances or Other Credit Accommodations, will be payable at the
time of any voluntary or involuntary payment of the principal of such Advances
or Other Credit Accommodations prior to the originally scheduled maturity
thereof, including, without limitation, payments that are made as a part of a
liquidation of Customer or that become due as a result of an acceleration
pursuant to Section 4.1 of this Agreement, whether such payment is made by
Customer, by a conservator, receiver, liquidator or trustee of or for Customer,
or by any successor to or any assignee of Customer.


 


Article V. Accounts


 


Section 5.1 Deposit Accounts  The Customer may open Accounts with the Seattle Bank subject to the Act,
the Regulations, the Credit Policy and any other policies adopted by the
Seattle Bank from time to time in respect to Accounts and related services,
including without limitation the wire transfer of funds. Any Customer’s funds
deposited in Accounts shall be subject to withdrawal or charge at any time and
from time to time upon wire transfers or any other orders for the payment of money
when made and drawn on behalf of the Customer by a person or persons authorized
by Resolution of the Customer under Section 6.7 below. The Seattle Bank is
authorized to pay any such wire transfers or other orders, provided they are in
the form prescribed by it, and to charge the Customer’s Accounts


 


13

















 


therefor,
without inquiry as to the circumstances of issue or the disposition of the
proceeds, even if drawn to the individual order of any authorized person or
payable to others for his account.


 


Section 5.2 Bank’s Reliance  The Seattle Bank, if it acts in good faith and with ordinary care (and
without liability if it does so act), can charge the Accounts with orders
received by the Seattle Bank by telephone, or otherwise orally, from any person
acting for or purporting to act for the Customer as its officer or employee,
for the transfer of funds to others, including the person giving such
instructions or payable to others for his account, or between Accounts of the
Customer. All scheduled charges and fees adopted by the Seattle Bank from time
to time in respect to Accounts and related services will be charged monthly to
such Accounts.


 


Section 5.3 Positive Balance Requirement  The Customer shall maintain a net positive collected balance in all of
its Accounts. The Seattle Bank shall have the option of closing or restricting
the use of Accounts in which positive balances are not maintained. For each day
the aggregate collected balance of an Account is negative, the Customer shall
pay such overdraft charges as are consistent with the scheduled charges and
fees adopted by the Seattle Bank from time to time in respect to Accounts and
related services.


 


Article VI.
Miscellaneous


 


Section 6.1 General Representations and Warranties by
Customer. Customer
hereby represents and warrants that, as of the date of this Agreement and the
date of each Advance or Other Credit Accommodation, including any Commitment,
made pursuant to this Agreement:


 


6.1.1        Customer
is not, and neither the execution of nor the performance of any of the
transactions or obligations of Customer under this agreement will, with the
passage of time, the giving of notice or otherwise, cause Customer to be: (i) in
violation of its charter or articles of incorporation, by-laws, the Act, or the
Regulations, any other law or administrative regulation, or any court decree;
or (ii) in default under or in breach of any indenture, contract, or other
instrument or agreement to which Customer is a party or by which it or any of
its property is bound.


 


6.1.2        Customer
has full corporate power and authority and has received all corporate and
governmental authorizations and approvals (including without limitation those
required under the Act and the Regulations) as may be required to enter into
and perform its obligations under this Agreement, to borrow each Advance and to
obtain each Other Credit Accommodation.


 


6.1.3        The
information given by Customer in any document provided, or in any oral
statement made, in connection with any application or request for an Advance or
Other Credit Accommodation, is true, accurate and complete in all material
respects.


 


Section 6.2 Assignment  Seattle Bank may assign or negotiate to any other federal home loan bank
or to any other person or entity, with or without recourse, any Indebtedness of
Customer or participations therein, and Seattle Bank may assign or transfer all
or any part of Seattle Bank’s right, title, and interest in and to this
Agreement and may assign and deliver the whole or any part of the Collateral to
the transferee, which will succeed to all the powers and rights of Seattle Bank
in respect thereof, and Seattle Bank will thereafter be forever relieved and
fully discharged from any liability or responsibility with respect to the
transferred Collateral. Customer hereby acknowledges and agrees that any such
disposition will give rise to a direct obligation of Customer to the
participant. Customer hereby authorizes Seattle Bank and each participant, in
case of default by Customer under this Agreement, to proceed directly, by right
of setoff or otherwise, against any assets of Customer which may at the time of
such default be in the respective hands of Seattle Bank or any such
participant. Customer further agrees that Seattle Bank may furnish any
information pertaining to Customer which is in the possession of Seattle Bank
to any prospective participant to assist it in evaluating such participation
provided that any non-pubic information reasonably designated in writing to Seattle
Bank by Customer as constituting non-public information will be furnished to
such prospective participant on a confidential basis. Customer may not assign
or transfer any of its rights or obligations under this Agreement without the
express prior consent of Seattle Bank, which may be granted or withheld in
Seattle Bank’s sole discretion.


 


Section 6.3 Discretion of Seattle Bank to Grant or Deny
Advances  Nothing contained in this Agreement or in any
documents describing or setting forth the Credit Policy or any other policy of
Seattle Bank will be construed as an agreement or commitment on the part of
Seattle Bank to grant Advances or extend Commitments or Other Credit
Accommodations under this Agreement, the right and power of Seattle Bank in its
discretion to either grant or deny any of the foregoing being herein expressly
reserved.


 


14

















 


Section 6.4 Amendment; Waivers  No modification, amendment or waiver of any provision of this Agreement
or consent to any departure therefrom will be effective unless executed by the
party against whom such change is asserted and will be effective only in the
specific instance and for the purpose for which given. No notice to or demand
on Customer in any case will entitle Customer to any other or further notice or
demand in the same, or similar or other circumstances. Any forbearance, failure
or delay by Seattle Bank in exercising any right, power or remedy under this
Agreement will not be deemed to be a waiver thereof, and any single or partial
exercise by Seattle Bank of any right, power or remedy under this Agreement
will not preclude the further exercise thereof. Every right, power and remedy
of Seattle Bank will continue in full force and effect until specifically waived
by Seattle Bank in writing.


 


Section 6.5 Exceptions to Credit Policy  Customer acknowledges and agrees that no exception to the Credit Policy
requested of Seattle Bank by Customer shall be binding upon the Seattle Bank
unless (i) approved in writing by the Seattle Bank’s authorized
representative and (ii) authorized by the Act and Regulations.


 


Section 6.6 Jurisdiction; Legal Fees  In any
action or proceeding brought by Seattle Bank or Customer in order to enforce
any right or remedy under this Agreement, the parties hereby consent to, and
agree that they will submit to, the jurisdiction of the United States District
Court for the Western District of Washington, or, if such action or proceeding
may not be brought in federal court, the jurisdiction of the courts of King
County, Washington. Customer agrees that, if any action or proceeding is
brought by Customer seeking to obtain any legal or equitable relief against
Seattle Bank under or arising out of this Agreement or any transaction
contemplated hereby, and such relief is not granted by the final decision,
after any and all appeals, of a court of competent jurisdiction, Customer will
pay all attorneys’ fees and other costs incurred by Seattle Bank in connection
therewith. Customer agrees to reimburse Seattle Bank for all costs and expenses
(including reasonable fees and out-of-pocket expenses of counsel for Seattle
Bank) incurred by Seattle Bank in connection with (i) the administration,
enforcement, interpretation or preservation of Seattle Bank’s rights under this
Agreement including, but not limited to, its rights in respect of any
Collateral or the audit or possession thereof, whether or not an Event of
Default has occurred or any suit has been brought; (ii) Seattle Bank’s
rights in any litigation, arbitration or supervisory, receivership, bankruptcy
or other insolvency or regulatory proceedings affecting Customer, any
Collateral or any Advances, Other Credit Accommodations or Other Obligations;
or (iii) Seattle Bank’s preparation of additional documentation for
Advances, Other Credit Accommodations or Other Obligations or any Collateral,
or any amendments, approvals, consents, waivers or releases requested,
required, proposed or done from time to time.


 


Section 6.7 Notices  Except as provided in Subsection 6.8.3 below, any notice, advice,
request, consent or direction given, made or withdrawn pursuant to this
Agreement must be in writing or by machine-readable electronic transmission,
and will be deemed to have been given to and received by a party to this
Agreement when mailed to such party at its address given above by first class
mail, or if given by hand or by electronic transmission, when actually received
by such party at its principal office.


 


Section 6.8 Signatures of Customer; Resolution; Oral
Requests


 


6.8.1        The
Secretary or the Assistant Secretaries of Customer will from time to time
certify to Seattle Bank on forms provided by Seattle Bank the names and
specimen signatures of the persons authorized to apply on behalf of Customer to
Seattle Bank for Advances and otherwise act for and on behalf of Customer in
accordance with this Agreement. Such certifications are incorporated in this
Agreement and made a part of this Agreement and will continue in effect until
expressly revoked by Customer notwithstanding that subsequent certifications
may authorize additional persons to act for and on behalf of Customer.


 


6.8.2        Prior to
or at the time of the execution and delivery of this Agreement, the Secretary
or the Assistant Secretaries of Customer shall provide the Seattle Bank with a
certified copy of a resolution adopted by the Customer’s Board of Directors or
other governing body (“Resolution”) approving this Agreement and authorizing
designated officers or employees of the Customer to obtain Advances and Other
Credit Accommodations, open and use Accounts, and incur Other Obligations. The
Seattle Bank may rely upon, and the Customer is estopped from denying, the
authority of the persons designated in the Resolution or of the persons to whom
such authority has been delegated pursuant to the terms of the Resolution.


 


6.8.3        Notwithstanding
the preceding or any other provision of this Agreement, the Seattle Bank may,
but is not obligated to, honor, and Customer shall be bound by, any form of
request, including an oral request, for Advances, Other Credit Accommodations
or other services from Seattle Bank, whenever such requests are


 


15

















 


made
by persons purporting to act as officers or employees of Customer, if Seattle
Bank acts in good faith and with ordinary care (and without liability if it
does so act).


 


Section 6.9 Recording Conversations. Customer for itself and its employees hereby authorizes
and consents to Seattle Bank’s electronic recording of, transcription of and
use of all telephone conversations made by Customer’s employees to the Seattle
Bank for the purpose of requesting Advances or Other Credit Accommodations. The
period of time for which such recordings are stored or whether transcriptions
are made shall be determined by Seattle Bank.


 


Section 6.10 Stock Ownership Requirement  The Seattle Bank and the Customer acknowledge and agree that the Customer is
subject to the Member Advance Stock Purchase Requirement and other terms and
conditions set forth in the Capital Plan of the Seattle Bank. The Member
Advance Stock Purchase Requirement provides that the Customer hold a specified
amount capital stock in the Seattle Bank in connection with Advance
transactions. Currently, each Customer is required to hold Class B (1) stock
with a par value equal to three and one-half percent (3.5%) of the unpaid
principal balances of Advances As set forth in the Capital Plan, the Board of
Directors of the Seattle Bank may change the above percentage within a range of
not less than two and one-half percent (2.5%) or not greater than four and
one-half percent (4.5%). The Customer agrees to be bound by any such change in
the Member Advance Stock Purchase Requirement percentage. Any such change in
the Member Advance Stock Purchase Requirement will be applied as of the
implementation date of the change to all new Advances made by the Seattle Bank
to the Customer. In addition, the Customer agrees and acknowledges that it will
be subject to all amendments to the Capital Plan, that may be made from time to
time.


 


Section 6.11 Force Majeure  Any obligations of the Seattle Bank in connection with this Agreement,
any Commitment, or  otherwise arising in connection
with any Advance, Other Credit Accommodation, Account, Mortgage Purchase Program
or other service, shall be excused to the extent delayed or prevented by reason
of computer, communications system or power failure, labor disturbances,
governmental laws, orders or regulations, riots, insurrection, acts of terror,
war or any other causes beyond the reasonable control of the Seattle Bank. In
addition, the Seattle Bank shall not be liable for the failure of any wire
transfer, fedwire or other such system.


 


Section 6.12 Limitation of Damages  If Seattle Bank, in connection with this Agreement, any Commitment, or
any Advance, Other Credit Accommodation, Account, Mortgage Purchase Program or
other service, breaches any obligation of Seattle Bank to Customer not
otherwise excused by this Agreement or applicable law, Seattle Bank will be obligated
to Customer only for Customer’s actual, direct damages, if any. Under no
circumstances shall Seattle Bank be liable for, and Customer hereby forever
waives, any special, indirect or consequential damages or any punitive or
exemplary damages.


 


Section 6.13 Applicable Law; Severability  In addition to the terms and conditions specifically set forth in this
Agreement and any other related documentation, this Agreement, and all Advances
granted and Commitments extended under this Agreement, will be governed by the
statutory and common law of the United States and, to the extent Federal law
incorporates or defers to state law, the laws (exclusive of the choice of law
provisions) of the State of Washington. Notwithstanding the foregoing, the UCC
of the State of Washington, as amended from time to time, will be deemed
applicable to this Agreement and to any Advance or Other Credit Accommodation
made or Collateral pledged under this Agreement, except as otherwise required
by the provisions of RCW 62A.9A-301 through 307. In the event
that any portion of this Agreement conflicts with applicable law, such conflict
will not affect other provisions of this Agreement that can be given effect
without the conflicting provision, and to this end the provisions of this Agreement
are declared to be severable.


 


Section 6.14 Successors and Assigns  This Agreement will be binding upon and inure to the benefit of the
successors and permitted assigns of Customer and Seattle Bank.


 


Section 6.15 Amendment and Restatement of Any Prior
Agreement  This Agreement amends and restates the terms
of, and is not a novation of, any previous agreements between the parties or
their predecessors entitled “Advances, Security and Deposit Agreement,” “Deposit
Account Resolution” or “Advances Agreement, Pledge Agreement and Security
Agreement.” This Agreement shall not release or impair the priority position of
any existing Collateral for any existing Collateral securing any existing
Indebtedness.


 


NOTICE:
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.


 


16

















 


IN
WITNESS WHEREOF, Customer and Seattle Bank have caused this Agreement to be signed in their names by
their duly authorized officers as of the date first above mentioned.


 


 


	
  GMAC Commercial Mortgage Bank

  	
   

  
	
  (Full Corporate Name of Customer)

  	
   

  



 


 


	
  By:

  	
  /s/ M. Danny Wall

  	
   

  
	
   

  	
  (Signature of Authorized Officer)

  	
   

  
	
   

  	
  M.
  Danny Wall

  	
   

  
	
   

  	
  (Name of Authorized Officer)

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
  (Title of Authorized
  Officer)

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Cheri Landgren

  	
   

  
	
   

  	
  (Signature of Authorized Officer)

  	
   

  
	
   

  	
  Cheri
  Landgren

  	
   

  
	
   

  	
  (Name of Authorized Officer)

  	
   

  
	
   

  	
  SVP-COO/CFO

  	
   

  
	
   

  	
  (Title of Authorized Officer)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FEDERAL
  HOME LOAN BANK OF SEATTLE

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dale Jeschke

  	
   

  
	
   

  	
  (Signature of Authorized Officer)

  	
   

  
	
   

  	
  Dale Jeschke

  	
   

  
	
   

  	
  (Name of Authorized Officer)

  	
   

  
	
   

  	
  Vice - President

  	
   

  
	
   

  	
  (Title of Authorized Officer)

  	
   

  



 


17

















 


CORPORATE ACKNOWLEDGMENT


 


	
  STATE
  OF

  	
  Utah

  	
  )

  
	
   

  	
  (State Where Signed)

  	
   

  
	
   

  	
   

  	
  )
  ss.

  
	
   

  	
   

  	
   

  
	
  COUNTY
  OF

  	
  Salt Lake

  	
  )

  
	
   

  	
  (County Where Signed)

  	
   

  
	
   

  	
   

  	
   

  
	
  I certify that I know or have satisfactory evidence that 

  	
  M.
  Danny Wall

  	
  is
  the person who 

  
	
   

  	
  (Name of Authorized Officer of Customer)

  	
   

  
	
  appeared
  before me, and said person acknowledged that [he/she] signed this instrument,
  on oath stated that [he/she] was authorized 
  

  
	
  to
  execute the instrument and acknowledge it as the

  	
  President

  	
  of

  
	
   

  	
  (Title of Authorized Officer)

  	
   

  
	
  GMAC
  Commercial Mortgage Bank

  	
  to
  be the free and voluntary act of such party for the uses and purposes mentioned
  in

  
	
  (Full Corporate Name of Customer)

  	
   

  
	
  the
  instrument.

  
	
   

  
	
   

  	
  /s/
  Tillie Jo Kasteler

  
	
   

  	
  (Signature
  of Notary)

  
	
   

  	
   

  
	
  SEAL

  	
   

  	
  Tillie
  Jo Kasteler

  
	
  (Date of Notary Acknowledgement)

  	
  (Please
  print notary’s name legibly.)

  
	
   

  	
   

  
	
   

  	
  NOTARY
  PUBLIC in and for the State of

  	
  Utah

  	
  ,

  
	
   

  	
  residing
  at 

  	
  Salt
  Lake City

  	
  .

  
	
   

  	
   

  	
  (City
  Where Notary Resides)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  My
  commission expires:

  	
  7.03.2007

  	
   

  
	
  (Include notary seal in space above this line.)

  	
   

  	
   

  	
   

  	
   

  
																		



 


CORPORATE ACKNOWLEDGMENT


 


	
  STATE
  OF

  	
  Utah

  	
  )

  
	
   

  	
  (State Where Signed)

  	
   

  
	
   

  	
   

  	
  )
  ss.

  
	
   

  	
   

  	
   

  
	
  COUNTY
  OF

  	
  Salt Lake

  	
  )

  
	
   

  	
  (County Where Signed)

  	
   

  
	
   

  	
   

  	
   

  
	
  I
  certify that I know or have satisfactory evidence that

  	
  Cheri
  Landgren

  	
  is
  the person who

  
	
   

  	
  (Name of Authorized Officer of Customer)

  	
   

  
	
  appeared
  before me, and said person acknowledged that [he/she] signed this instrument,
  on oath stated that [he/she] was authorized

  
	
  to
  execute the instrument and acknowledge it as the

  	
  SVP-COO/CFO

  	
  of

  	
  GMAC
  Commercial Mortgage Bank

  
	
   

  	
  (Title of Authorized Officer)

  	
   

  	
  (Full Corporate Name of Customer)

  
	
  to
  be the free and voluntary act of such party for the uses and purposes mentioned
  in the instrument.

  
	
   

  
	
   

  
	
   

  	
  /s/
  Tillie Jo Kasteler

  
	
   

  	
  (Signature
  of Notary)

  
	
   

  	
   

  
	
  SEAL

  	
   

  	
  Tillie
  Jo Kasteler

  
	
  (Date of Notary Acknowledgement)

  	
  (Please
  print notary’s name legibly.)

  
	
   

  	
   

  
	
   

  	
  NOTARY
  PUBLIC in and for the State of

  	
  Utah

  	
  ,

  
	
   

  	
  residing
  at 

  	
  Salt
  Lake City

  	
  .

  
	
   

  	
   

  	
  (City
  Where Notary Resides)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  My
  commission expires:

  	
  7.03.2007

  	
   

  
	
  (Include notary seal in space above this line.)

  	
   

  	
   

  	
   

  	
   

  
																		



 


18