Blanket Pledge







Exhibit 10.37 


 FEDERAL HOME LOAN BANK OF TOPEKA

  Advance, Pledge and Security Agreement 

  (Blanket Pledge)

	Effective Date:	May 4, 2000
	 	 
	Institution:	Gold Bank
	 	 
	Address:	11301 Nall Ave.
	 	 
	 	Leawood, KS 66211


 This Advance, Pledge and Security Agreement
  (Agreement) is made as of the effective date set forth above by and between
  the Federal Home Loan Bank of Topeka (Bank) and the above-described institution
  (Institution). 

	CONTENTS	 	 
	 	DEFINITIONS	 	 
	1.1	Defined Terms	4.6	Sale of Collateral
	 	ADVANCES	 	MISCELLANEOUS
	2.1	Advance Procedures; Demand Deposit Account	5.1	General Representations and Warranties
	2.2	Estoppel	5.2	FIRREA Covenant
	2.3	Interest	5.3	Good Faith: Liability of Bank
	2.4	Funding Commitments; Ineligibility	5.4	Assignment of Indebtedness
	 	SECURITY AGREEMENT	5.5	Discretion to Deny Advances
	3.1	Blanket Pledge; Required Collateral	5.6	Access to Bank Records
	3.2	Listed Collateral; Perfection	5.7	Amendment; Waivers
	3.3	Listed Collateral; Representations and Warranties	5.8	Jurisdiction; Legal Fees
	3.4	Listed Collateral; Deletion or Redelivery	5.9	Applicable Law: Severability
	3.5	Reports, Audits and Access	5.10	Successors and Assigns
	3.6	Bank’s Responsibility as to Collateral	5.11	Notices
	3.7	Application of Payments	5.12	Entire Agreement
	 	DEFAULT; REMEDIES; POWER OF ATTORNEY	5.13	Counterparts
	4.1	Events of Default; Acceleration	5.14	OTL Status: Ineligibility for Advances
	4.2	Remedies	5.15	OTL Status; Repayment
	4.3	Power of Attorney	 	 
	4.4	Payment of Prepayment Charges	 	 
	4.5	Default Rate	 	 


	 	 	 
	The Bank and the Institution agree as follows:
	 	 	 
	DEFINITIONS

	1.1
	Defined Terms
         

	
	a. 
	“Act” means the Federal
        Home Loan Bank Act, as amended, 12 U.S.C. 1421, et seq.

	
	b. 
	“Advance” or “Advances”
        means any and all loans or other extensions of credit, including without
        limitation Swap Transactions, letters of credit, guarantees or other arrangements
        intended to facilitate transactions between the Institution and third
        parties (but excluding any obligations that the Bank may now or hereafter

	 	 	 
	 	 	 










	 
	 	 	have to honor such
        as items or transfer orders under a depository or similar agreement between
        the Institution and the Bank), and irrespective of whether the Bank’s
        obligation under such agreement is contingent upon the occurrence or nonoccurrence
        of any condition, and including all loans or extensions of credit by the
        Bank to the Institution prior to the date hereof. 

	 	c.	“Business Day”
        means any day that the Federal Reserve Bank of Kansas City is open for
        business.

	 	d.	“Capital Stock”
        means all of thc capital stock of the Bank owned by the Institution and
        all payments that have been or hereafter are made on account of any subscription
        for such capital stock and all unpaid dividends on such capital stock.
        

	 	e.	“Collateral”
        means all property, including the proceeds thereof, previously assigned,
        transferred or pledged to the Bank by the Institution as collateral for
        Advances and all property assigned, transferred or pledged to the Bank
        pursuant to Section 3.1 of the Agreement or otherwise.

	 	f. 	“Collateral
        Policy” means the collateral policy of the Bank as published from
        time to time.

	 	g.	“Commitment”
        or “Commitments” means any agreement under which the Bank is
        obligated to make an Advance to the Institution.

	 	h.	“Confirmation”
        means a written or machine-readable electronic transmission issued by
        the Bank from time to time confirming an Advance, including the notation
        of the Advance on the Institution’s demand deposit 

	 	i.	“Credit Policy”
        means the credit policy of the Bank as published from time to time.

	 	j. 	 “Eligible Collateral”
        means Collateral, other than Capital Stock, which: (1) qualifies as security
        for Advances under the terms and conditions of the Act and the Regulations
        and satisfies the requirements that may be established by the Bank from
        time to time; and (2) is owned by the Institution free and clear of any
        liens, encumbrances or interest other than the interest of the Bank hereunder.

	 	k.	“Indebtedness”
        means all indebtedness of the Institution to the Bank, whether now outstanding
        or hereafter incurred, including all Advances and any other sums owed
        by the Institution to the Bank pursuant to any provision hereof, and all
        other obligations and liabilities of the Institution to the Bank. 

	 	l.	“Lending Value”
        means the value that the Bank shall from time to rime, in its sole discretion,
        ascribe to the various types of Collateral.

	 	m.	“Listed Collateral”
        means all individual items of Collateral which: (1) the institution has
        specifically identified as Collateral in a written or electronic communication
        so the Bank (including the description of airy individual item of Collateral
        in a financing statement or similar document); or (2) the Institution
        has delivered or caused to be delivered to the Bank, or a bailee or agent
        acting on the Bank’s behalf.

	 	n.	“Regulations”
        means the regulations of the Federal Housing Finance Board or its successor,
        as amended, 12 CFR Chapter IX.

	 	o.	“Required Collateral
        Amount” means the aggregate dollar amount that the Bank may specify
        from time so time with respect to each Advance and any other




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	 	 	obligation or liability of the
        Institution to the Bank. The Bank may increase or decrease the Required
        Collateral Amount at any time.

	 	p.	“Swap Transaction” or
        “Swap Transactions” means any and all interest rate swaps, interest
        rate caps, floors or collars, currency exchange transactions or similar
        transactions entered into between the Bunk mud the Institution.



 


	ADVANCES

	2.1
	Advance Procedures; Demand
        Deposit Account. All Advances are subject
        to and governed by the Credit Policy and the Collateral Policy, both of
        which are incorporated in and made a part of this Agreement. Periodically,
        the Institution may apply cc the Bank for Advances in accordance with
        the procedures established by the Bank. Each Advance shall be evidenced
        by a Confirmation. Unless otherwise agreed to in writing by the Bank,
        each Advance shall be made by crediting a demand deposit account of the
        Institution with the Bunk and payments of interest, principal or other
        amounts owed the Bank shall be made by debiting such account The Institution
        shall maintain sufficient available balances in the account to fund all
        payments due the Bank.

	2.2 
	Estoppel.
        Failure of the Institution to deliver a written notice so the Bank specifying
        any disputed term or condition of an Advance within ten (10) Business
        Days after the Bank mails by first-class mail or transmits electronically
        a Confirmation to the Institution shall constitute the agreement and acknowledgment
        by the Institution that the terms and conditions of the Advance as stated
        in the Confirmation are valid and are those that the Institution requested
        and by which the Institution agreed to be bound. The Institution shall
        thereafter be estopped from asserting any claim or defense with respect
        to the repayment of such Advance and all interest, fees and other charges
        thereon or in connection therewith.

	2.3
	Interest.
        The institution agrees to pay interest on each Advance at the applicable
        rate per annum provided in die Confirmation pertaining thereto, as specified
        in the Bank’s Credit Policy for such type of Advance and as otherwise
        specified therein. Accrued interest on each Advance shall be due and payable
        at the times specified in the Bank’s Credit Policy, Confirmation
        or as otherwise specified in writing by the Bank.

	2.4
	Funding Commitments; Ineligibility.
        In the event the Institution’s access to Advances is restricted by
        any applicable law or regulatory directive, the Bank shall not fund outstanding
        Commitments to the Institution. The Institution shall immediately notify
        the Bank if it becomes ineligible for Advances under any applicable law
        or regulatory directive.





	SECURITY AGREEMENT

	3.1
	Blanket Pledge;
        Required Collateral.

	
	a.
	As security for all present and
        future Indebtedness, the Institution hereby assigns, transfers and pledges
        to the Bank, and grants to the Bank a security interest in, all property
        now or hereafter owned by the Institution including without limitation
        the following types of property: (1) Capital Stock; (2) instruments (including
        without limitation any note or other instrument evidencing a debt and
        any mortgage, deed of trust, title or document securing it); (3) investment
        property (including without limitation mortgage-backed securities, share
        certificates or other participation interests in any securities trust
        and mortgage loan participation



 


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	 	 	certificates);
        (4) chattel paper; (5) choses in action; (6) general intangibles;
        (7) certificates of deposit;
        (8) deposit accounts held by the Institution at to Bank and (9) the proceeds
        of any of the foregoing.

	 	b.	The Institution
        shall at all times have granted the Bank a security interest in an amount
        of Eligible Collateral that has a Lending Value at least equal to the
        Required Collateral Amount applicable to the Institution.

	 	c.	 While
        the may, except as provided below, retain the documents evidencing any
        Collateral it has pledged to the Back, it is specifically understood and
        agreed that the holding of such documents is solely for the benefit, and
        subject to the direction and control, of the Bank.

	 	d.	The Bank
        grants to the Institution the right to use, commingle and dispose of the
        Collateral and to collect, compromise and dispose of the proceeds of the
        Collateral, and any transferee of such Collateral shall take free and
        clear of any security or other interest granted to the Bank in Section
        3.1(a) hereof; subject only to the Institution’s obligation to maintain
        the Collateral as provided in Section 3.1(b); provided, however, that
        this Section 3.1(d) shall not apply to Listed Collateral.

	3.2	Listed Collateral; Perfection.
	 	a.	Immediately
        upon the Bank’s request, and from time to time thereafter, the Institution
        shall provide the Bank an amount of Listed Collateral which is also Eligible
        Collateral that has a Lending Value at all limes at least equal to the
        Required Collateral Amount applicable to the Institution. The Institution
        shall take all actions as the Bunk shall reasonably deem necessary or
        appropriate to perfect the Bank’s security interest in the Listed
        Collateral, including but not limited to the making, execution and delivery
        to the Bank of such assignments, listings, powers, financing statements
        or other instruments and documents as the Bank may require. The Institution
        shall not assign, pledge, transfer, create any security interest in, sell
        or otherwise dispose of any Listed Collateral without the prior written
        consent of the Bank.

	 	b.	The Institution
        agrees to pay to the Bank upon demand such fees and charges as may be
        assessed by to Bank to cover overhead and other costs relating to the
        perfection of the Bank’s security latest in the Listed Collateral
        (including without limitation the receipt, holding and redelivery of Collateral
        and to reimburse the Bank upon request for recording fees) and other reasonable
        expenses, disbursements and advances incurred or made by the Bank in connection
        therewith (including the reasonable compensation and the expenses and
        disbursements of any bailee that may be appointed by the Bank hereunder,
        and the agents and legal counsel of the Bank and of such bailee).

	 	c.	 In the
        event any Listed Collateral that was Eligible Collateral ceases to be
        Eligible Collateral, the Institution will promptly notify the Bank in
        writing of the reason such Listed Collateral has ceased to be Eligible
        Collateral and request the deletion or redelivery of such Listed Collateral
        pursuant to Section 3.4.

	 	d.	The form
        and sufficiency of all documents pertaining to the Listed Collateral shall
        be satisfactory to the Bank. Any Listed Collateral that is not satisfactory
        to the Bank may be rejected by the Bank or may have a value ascribed thereto
        that shall




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	 	 	be less than the value normally
        ascribed thereto under the Bank’s Collateral Policy, or as the Bank
        may otherwise specify.

	 	e.	 The Bank may take such steps
        as is reasonably deems necessary to protect its security position with
        respect to outstanding Advances, including requiring the pledging and/or
        perfection of additional collateral whether or nor such additional collateral
        is Eligible Collateral.

	3.3 	Listed Collateral; Representations
      and Warranties. The Institution represents
      and warrants to the Bank, as of the date hereof and as of each date on which
      there shall be an outstanding Advance or Commitment, as follows: 
	 	a.	 The Institution owns and has
        title to the Listed Collateral and has the right and authority to grant
        a security interest to the Bank in the Listed Collateral and to subject
        all of the Listed Collateral to this Agreement.

	 	b.	All the Listed Collateral that
        the Institution represents to be Eligible Collateral meets the standards
        and requirements with respect thereto from time to time established by
        the Beak, the Act and the Regulations.

	 	c.	 The Institution has not conveyed
        or otherwise created, and there does not otherwise exist, any participation
        interest or other direct, indirect, legal or beneficial interest in any
        Listed Collateral in favor of anyone or any entity other than the Bank
        and the Institution except as specifically communicated in writing to
        the Bank.

	3.4	Listed Collateral; Deletion
      or Redelivery. Upon receipt by the Bank
      of a written request form the Institution asking for the deletion or redelivery
      of any Listed Collateral, the Bank shall promptly redeliver to the Institution,
      at the Institution’s expense, or acknowledge the deletion of, the Listed
      Collateral specified in said written request. Notwithstanding
      anything to the contrary herein, while an Event of Default hereunder shall
      have occurred and be continuing, or at any time that the Bank’s records
      indicate that such deletion or redelivery would reduce the Lending Value
      of the Institution’s Listed Collateral below the Required Collateral
      Amount, or at any time that the Bank reasonably and in good faith deems
      itself insecure, the Bank may refuse such request.
	 
	3.5	Reports, Audits and Access.
	 	a.	 The Institution shall provide
        the Bank with written periodic reports containing such information on
        the Collateral as the Bank shall require from time to time, including
        listings of mortgages and securities, unpaid principal balances thereof
        and certifications concerning the status of payments of mortgages and
        of taxes and insurance on property securing mortgages. The Institution
        shall give the Bank access at all reasonable times to Collateral in the
        possession of the Institution and to the books and records of account
        of the Institution relating to the Collateral for the purpose of permitting
        the Bank to examine, verify or reconcile the Collateral and the reports
        of the Institution to the Bank thereon.

	 	b.	All Collateral and the satisfaction
        by the Institution of the Required Collateral Amount shall be subject
        to periodic audit and verification by or on behalf of the Bank. Such audits
        and verifications may occur without notice during the Institution’s
        normal business hours or upon reasonable notice at such other time as
        the Bank may reasonably request. The Institution shall provide access
        to, and shall make adequate working facilities to, the representatives
        or agents of the Bank for purposes of such audits and verifications. The
        Institution agrees to pay

	 	 	 







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	 	 	to the Bank such
        reasonable fees and charges as may be assessed by the Bank to cover overhead
        and other costs relating to such audits and verifications. 

	 	c. 	The Institution shall
        furnish to the Bank, if the Bank requests, an audit report prepared by
        an external independent auditor of the Institution in such form as the
        Bank may require certifying the accuracy of any or all information required
        to be given to the Bank by the Institution with respect to Collateral.

	 	d.	The Institution shall
        also furnish to the Bank, on an annual basis, copies of any available
        audited financial statements, management letters and directors’ exams
        in regard to the Institution.

	 	e. 	 If the Lending Value
        of the Eligible Collateral owned by the Institution shall at any time
        fall below the Required Collateral Amount, the Institution shall immediately
        notify the Bank.

	3.6	 Bank’s
        Responsibility as to Collateral. In
        the event that the Bank shall take possession of any Collateral hereunder,
        the Bank’s duty as to such Collateral shall be solely to use reasonable
        care in the custody and preservation of the Collateral in its possession.
        This duty shall not require the Bank to take any steps necessary to preserve
        rights against prior parties or the duty to send notices, perform services
        or take any action in connection with the management of the Collateral.
        The Institution shall make and maintain copies, microfilm or other recordings
        of all Collateral delivered to the Bank.

	3.7	Application
        of Payments. The Bank may, in Its sole
        discretion, apply any payments by or recovery from the Institution, which
        are received by the Bank without any designation form the Institution
        (at the time of such payment or recovery) as to the intended application
        thereof, at such time and in such manner and order of priority as the
        Bank shall deem fit.

	 	 	

	DEFAULT; REMEDIES; POWER
      OF ATTORNEY
	4.1	Events
        of Default; Acceleration. Upon the occurrence
        of and during the continuation of any of the following events or conditions
        of default (Even of Default), the Bank may at its option and notwithstanding
        any other provision hereof, by a notice to the Institution, declare all
        Indebtedness, including but not limited to any accrued interest and any
        prepayment charges that are provided for upon payment of an Advance before
        the date(s) scheduled for repayment, to be immediately due and payable,
        without presentment, demand protest or any further notice.

	 	a.
	 Failure of the Institution
        to keep sufficient available balances on deposit with the Bank to pay
        any interest, principal or other amount then due and owing to the Bank
        one (1) Business Day after the Bank gives notice to the Institution that
        its available balances on deposit with the Bank are insufficient to pay
        amounts then due and owing; or

	 	b.
	Continued failure
        of the Institution to perform any promise or obligation or to satisfy
        any condition or liability contained herein for five (5) Business Days
        after the Bank gives notice to the Institution of such failure, or 

	 	c.
	 Continued failure
        of the Institution to provide adequate Eligible Collateral as required
        by the Bank for three (3) Business Days after the Bank gives notice to
        the Institution of such failure unless the Institution shall reduce its
        Required Collateral Amount during such three (3) Business Day period such
        that the Institution has sufficient Eligible Collateral; or




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	 	d.
	Any suspension of
        payment by the Institution to any creditor of sums due or the occurrence
        of any event that results (or which with the giving of notice or passage
        of time or both will result) in acceleration of the maturity of any indebtedness
        of the Institution to others under any security agreement, indenture,
        loan agreement or other undertaking, provided that such indebtedness is
        a material amount with respect to the Institution and is not subject to
        a good faith dispute; or 

	 	e. 
	Appointment of a
        trustee, conservator, receiver, liquidator, custodian or similar official
        for the Institution, or for substantially all of the Institution’s
        property, or the notice of a judgment, decree or administrative decision
        adjudicating the Institution insolvent or bankrupt; or 

	 	f. 
	Sale by the Institution
        of all or substantially all of the Institution’s assets or the taking
        of any action by the Institution to liquidate or dissolve; or

	 	g.
	Termination of the
        Institution’s membership in the Bank or the Institution’s ceasing
        to be a type of financial institution that is eligible under the Act to
        become a member of the Bank; or

	 	h.
	Merger, consolidation
        or other combination of the Institution with an entity that is not a member
        of the Bank if the nonmember entity is the surviving entity in such transaction.

	4.2	 Remedies.
        Upon the occurrence of any Event of Default, the Bank shall have all of
        the rights and remedies provided by applicable law, which shall include,
        but not be limited to, all of the remedies of a secured party under the
        Uniform Commercial Code as in effect in the State of Kansas. The Bank
        may take immediate possession of any of the Collateral or any part thereof
        wherever the same may be found. The Bank may sell, assign and deliver
        the Collateral or any part thereof to public or private sale for such
        price as the Bank deems appropriate without any liability for any loss
        due to decrease in the market value of the Collateral during the period
        held. The Bank shall have the right to purchase all or part of the Collateral
        at such sale. If the Collateral includes instruments or securities that
        will be redeemed by the issuer upon surrender, or any accounts or deposits
        in the possession of the Bank, the Bank may realize upon such Collateral
        without notice to the Institution. If any notification of intended disposition
        of any of the Collateral is required by applicable law, such notification
        shall be deemed reasonable and properly given if mailed, postage prepaid,
        at least ten (10) Business Days before any such disposition to the address
        of the Institution appearing on the records of the Bank. Upon the occurrence
        of any Event of Default, the Bank may, in its sole discretion, apply any
        payment by or recovery from the Institution or any sum realized from Collateral,
        at such time and in such manner and order of priority as the Bank shall
        deem fit, irrespective of any manifestation of any contrary intention
        or desire on the part o the Institution or the provisions of any other
        agreement between the Bank and the Institution. The Institution agrees
        that the Bank may exercise its right of setoff upon the occurrence of
        an Event of Default in the same manner as it the Advances and Commitments
        were unsecured. Notwithstanding any other provision
        hereof, upon the occurrence of any Event of Default at any time when all
        or part of the obligations of the Institution to the Bank hereunder shall
        be the subject of any guarantee by a third party for the Bank’s benefit
        and there shall be other outstanding obligations of the Institution to
        the Bank that are not so guaranteed but that are secured by the Collateral,
        then any sums realized by the Bank from the Collateral, or from any other
        Collateral pledged or furnished to the Bank by the




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	 	Institution
        under any other agreement, shall be applied first to the satisfaction
        of such other non-guaranteed obligations and then to the Institution’s
        guaranteed obligations hereunder. The Institution agrees to pay all the
        costs and expenses of the Bank in the collection of the Indebtedness and
        enforcement and preservation of the Bank’s rights and remedies in
        case of default, including without limitation, reasonable attorneys’
        fees. The Bank in its discretion may apply any surplus after payment of
        Indebtedness, provision for repayment to the Bank of any amounts to be
        paid 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 the Institution. The Institution shall
        be liable to the Bank for any deficiency remaining.

	4.3	Power
        of Attorney. After the occurrence of
        a default, the Bank may in its discretion, in its own name or in the name
        of its nominee or of the Institution, do any or all things and take any
        and all actions that are pertinent to the protection of the Bank’s
        interest hereunder and, if such actions are subject o the laws of a state,
        are lawful under the laws of the State of Kansas, including the following:
        

	 	a.	 Terminate any consent
        given hereunder;

	 	b.
	Notify obligors on
        any Collateral to make payments thereon directly to the Bank;

	 	c.	 Endorse any Collateral
        that is in the Institution’s name or that has been endorsed by others
        to the Institution’s name;

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

	 	e. 	Take any action the
        Institution is required to take or that is otherwise necessary to: (1)
        sign and record a financing statement or otherwise perfect a security
        interest in any or all of the Collateral; or (2) to obtain, preserve,
        protect, enforce or collect the Collateral; 

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

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

	 	The Institution
        hereby appoints the Bank as its true and lawful attorney, for an on behalf
        of the Institution and in its name, place and stead, to prepare, execute
        and record endorsements and assignments to the Bank of all or any item
        of Collateral (including the identification and listing, by exhibit prepared
        by the Bank or otherwise, or mortgage loans constituting such Collateral),
        giving or granting to the Bank, as such attorney, full power and authority
        to do or perform every lawful act necessary or proper in connection therewith
        as fully as the Institution could or might do. The Institution hereby
        ratifies and confirms all that the Bank shall 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 Institution’s
        default and continuing until the discharge of all Indebtedness and all
        obligations of the Institution hereunder, is coupled with an interest
        and is irrevocable for the period granted. As the Institution’s true
        and lawful attorney-in-fact , the Bank shall have no responsibility to
        take any steps necessary to preserve rights against prior parties or the
        duty to send notices, perform services or take any action in connection
        with the management of the Collateral.

	4.4	Payment of Prepayment
      Charges. Any prepayment fees or charges
      for which provision is made, whether under a Confirmation or otherwise,
      with respect to any Advance shall



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	 	be payable at the time of any
        voluntary or involuntary payment of the principal of such Advance prior
        to the originally scheduled maturity thereof. This shall include, without
        limitation, payments that are made in connection with the liquidation
        of the Institution or that become due as a result of an acceleration by
        the Bank pursuant to Section 4.1, whether such payment is made by the
        Institution, by a trustee, conservator, receiver, liquidator, custodian
        or similar official , of or for the Institution, or by any successor to
        or any assignee of the Institution. The Institution acknowledges and agrees
        that the damages incurred by the Bank due to a prepayment of an Advance
        will be difficult to ascertain at the time of such prepayment an, in lieu
        thereof, the Institution and the Bank agree that the formula for calculation
        of the prepayment fee set forth in the Confirmation or in the Credit Policy
        at the time the Advance is issued constitutes a fair, reasonable and good
        faith estimate of the damages suffered by the Bank because of such prepayment
        and is therefore payable as a prepayment fee or charge.

	4.5	Default Rate.
        Any payment of principal or interest or any other sum due hereunder if
        not made when due (whether at stated maturity, by acceleration or otherwise)
        shall bear interest, to the maximum extent permitted by applicable law,
        at a rate per annum for each day during the period commencing on the due
        date thereof until such amount shall be paid in full equal to three (3)
        percentage points above the rate in effect and being charged by the Bank
        from time to time under the Line of Credit program then being offered
        by the Bank.

	4.6  	Sale of Collateral.
        In view of the possibility that federal and state securities and other
        laws may impose certain restrictions on the method by which sale of the
        Collateral may be effected, the Bank and the Institution agree that any
        sale of the Collateral as a result of an Event of Default shall be deemed
        “commercially reasonable” irrespective of whether the notice
        or manner of such sale contains provisions or imposes, or is subject to,
        conditions or restrictions deemed appropriate to comply with the Securities
        Act of 1933 or any other applicable federal or state securities or other
        law. It is further agreed that from time to time the Bank may attempt
        to sell the Collateral by means of private placement. In doing so, the
        Bank may restrict the bidders and prospective purchasers to those who
        will represent and agree that they are purchasing for investment only
        and not for distribution or otherwise impose restrictions deemed appropriate
        by the Bank for the purpose of complying with the requirements of applicable
        securities laws. The Bank may solicit offers to buy such Collateral, for
        cash or otherwise, from a limited number of investors deemed by the Bank
        to be responsible parties who might be interested in purchasing such Collateral.
        If the Bank solicits offers from at least three (3) such investors, then
        the acceptance by the Bank of the highest offer obtained therefrom (whether
        or not three (3) offers are obtained) shall be deemed to be a commercially
        reasonable method of disposing of the Collateral.



	 	 	 
	MISCELLANEOUS

	5.1
	General Representations
        and Warranties. The Institution hereby
        represents and warrants that to the best of its knowledge as of the date
        hereof and as of each date on which there shall be an outstanding Advance
        or Commitment:

	
	a.
	The Institution is not now, and
        neither the execution of nor the performance of any of the transactions
        or obligations of the Institution under this Agreement shall, with the
        passage of time, the giving of notice or otherwise, cause the



  


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	 	 	Institution to be: (1) in violation
        of its charter or articles of incorporation, bylaws, the Act or the Regulations,
        any other law or administrative regulation, any court decree or any order
        of a regulatory authority; or (2) in default under or in breach of any
        indenture, contract or other instrument or agreement to which the Institution
        is a party or by which the Institution or any of its property may be bound;
        so as to materially affect the Institution’s ability to perform its
        obligations under this Agreement.

	 	b.	The Institution has full corporate
        power and authority and has received all corporate and governmental authorizations
        and approvals as may be required to enter into and perform its obligations
        under this Agreement and to borrow each Advance.

	 	c.	The information given by the Institution
        in any document provided, or in any oral statement made, in connection
        with an application or request for an Advance or a Commitment, a pledge,
        specification or delivery of Collateral, is true, accurate and complete
        in all material respects.

	 	 	 


	5.2	FIRREA Covenant.
        If the Institution is an Insured depository institution, it further represents
        and warrants to, and covenants and agrees with, the Bank that the necessary
        action to authorize the delivery of this Agreement and the performance
        of its obligations hereunder includes all authorizations required for
        insured depository institutions under the Financial Institutions Reform,
        Recovery, and Enforcement Act of 1989 and the Institution will at all
        times during the term of this Agreement continuously include and maintain
        this Agreement, including all exhibits, attachments, supplements, Confirmations
        incorporated herein and evidence of all necessary approvals, as part of
        its official written books and records. In addition to any other remedies
        which the Bank may have under this Agreement or otherwise, if the Institution
        breaches or defaults on any of its obligations set forth in this paragraph,
        the Bank shall be entitled to apply to any court of competent jurisdiction
        for an order requiring specific performance by the Institution of such
        obligations, and the Institution shall not contest any such application
        and shall comply with any such order.

	5.3	Good Faith: Liability of
        Bank. The Institution and the Bank shall
        have an obligation of good faith in the performance and enforcement of
        every duty or right imposed or granted by this Agreement, and any other
        actions or inactions taken or not taken with respect to this Agreement.
        "Good Faith" shall mean honesty in fact (i.e., a subjective standard rather
        than an objective standard). The Bank shall not be liable for any costs,
        expenses, damages, liabilities or claims (including attorneys’ and
        accountants’ fees) incurred by the Institution, except those costs,
        expenses, damages, liabilities or claims arising out of the gross negligence
        or willful misconduct of the Bank or any of its employees or duly appointed
        agents. In no event shall the Bank be liable to the Institution or any
        third party for special, indirect or consequential damages, or lost profits
        or loss of business, arising under or in connection with this Agreement,
        even if previously informed of the possibility of such damages and regardless
        of the form of action.

	5.4	Assignment of Indebtedness.
        The Institution hereby gives the Bank the full right, power and authority
        to pledge or assign to any party all or part of the Indebtedness together
        with a proportionate amount of the Collateral, as security for Consolidated
        Federal Home Loan Bank Obligations issued pursuant to the provisions of
        the Act or for any other purpose authorized by the Act, the Regulations
        or the Federal Housing Finance



 


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	 	Board. In the case of my such
        pledge or assignment, the Bank shall have no further responsibility with
        respect to Collateral transferred to the pledgee or assignee, and all
        references herein to "the Bank" shall be read to refer instead to the
        pledgee or assignee with respect to such Collateral. The Institution may
        not voluntarily or involuntarily or by operation of law or otherwise assign
        or transfer any of its rights or obligations hereunder or with respect
        to any Advances or Commitments without the express prior written consent
        of the Bank.

	5.5 	Discretion to Deny Advances.
        Nothing contained herein or in any documents describing or setting forth
        the Bank’s Credit Policy or other policies shall be construed as
        an agreement or commitment on the part of the Bank to grant Advances hereunder,
        or to enter into any other transaction, the right and power of the Bank
        in its discretion to either grant (with or without conditions) or deny
        any Advance or other transaction requested hereunder being expressly reserved.

	5.6	Access to Bank Records.
        The Bank shall grant to all governmental regulatory agencies having jurisdiction
        over the Institution, to the Institution’s independent public accountants
        (to be named by written notice delivered to the Bank) and to the Institution's
        internal auditors the right at any reasonable time to examine and audit
        the Institution's records in the Bank’s possession, the right to
        request directly from the Bank any reports, summaries or information of
        the Bank relating to the Institution and the right to observe the processing
        of reports or examine the Institution's documents at the Bank; provided,
        however, the Bank's obligations hereunder shall not apply to the extent
        that the records, reports, summaries, information or documents sought
        or requested are contained in or derived from data not provided by the
        Bank to the Institution or the Institution to the Bank pursuant to this
        Agreement. 

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

	5.8  	Jurisdiction; Legal Fees.
        In any action or proceeding brought by the Bank or the Institution 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 District of Kansas, or if
        such action or proceeding may not be brought in federal court, the jurisdiction
        of the District Court of the County of Shawnee, State of Kansas, to the
        exclusion of all other courts. The Institution agrees that if any action
        or proceeding is brought by the Institution seeking to obtain any legal
        or equitable relief against the Bank under or arising out of this Agreement
        or any transaction contemplated hereby, end such relief is not granted
        by the final decision after any and all appeals of a court of competent
        jurisdiction, the Institution will pay all attorneys’ fees and other
        costs incurred by the Bank in connection therewith. The Institution agrees
        to 



  


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	 	reimburse the Bank for all costs
        and expenses (including reasonable fees and out-of-pocket expenses of
        counsel for the Bank) incurred by the Bank in connection with the enforcement
        or preservation of the Bank’s rights under this Agreement including,
        but not limited to, its rights in respect of any Collateral and the audit
        or possession thereof.

	5.9	Applicable Law: Severability.
        This Agreement and all Advances granted under this Agreement shall 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 choice of law provisions) of the State of Kansas. In the event that
        any pardon of this Agreement conflicts with applicable law, such conflict
        shall not affect other provisions of this Agreement that can be given
        effect without the conflicting provision, and to this end the provisions
        of the Agreement are declared to be severable.

	5.10	Successors and Assigns.
        This Agreement shall be binding upon and inure to the benefit of the successors
        and permitted assignees of the Institution and the Bank.

	5.11	Notices.
        Any notice, advice, request, consent or direction given, made or withdrawn
        pursuant to this Agreement shall be in writing or by machine-readable
        electronic transmission, and shall be deemed to have been duly give to
        and received by a party hereto three (3) Business Days alter it shall
        ban been mailed to such party at its address herein provided, if delivered
        by first-class mail, or if delivered by hand or by machine-readable electronic
        transmission, when actually received by such party at its principal office.

	5.12	Entire Agreement.
        This Agreement embodies the entire agreement and understanding between
        the parties hereto relating to the subject matter hereof and supercedes
        all prior agreements between such parties, and all oral and written statements
        by either party, that relate to such subject mater. Notwithstanding the
        above, Advances made by the Bank to the Institution prior to the execution
        of this Agreement shall continue to be governed by the terms of the Confirmation
        pursuant to which much Advances were made, and otherwise by the term and
        conditions of this Agreement.

	5.13	Counterparts.
        This Agreement may be executed in one or more counterparts all of which
        shall constitute but one Agreement.

	5.14	OTL Status: Ineligibility
        for Advances. This and the following
        section apply if the Institution is a savings institution subject to Section
        10(m) of the Home Owners' Lone Act (Act), as interpreted and enforced
        by the Office of Thrift Supervision (OTS). If the Institution becomes
        ineligible for Advances pursuant to the Qualified Thrift Lender (QTL)
        requirements of the OTS: 



	 	a.	The Institution will immediately
        provide the Bank with written notification of its ineligibility for Advances.

	 	b.	The Bank will not make Advances
        to the Institution unless the OTS makes a written request to the Bank
        pursuant to 12 C.F.R. § 935.18(a) to make short-term Advances to
        the Institution or Advances are otherwise allowed by the regulations of
        the Federal Housing Finance Board; provided, however, that the Bank will
        in no event be under any obligation to make an Advance to the Institution.

	 	c.	 The Bank will not honor any Commitments
        then outstanding to the Institution.



	5.15	OTL Status;
        Repayment of Advances. If the Institution
        does not regain its QTL status and is required to repay its Advances prior
        to maturity:

	 	a.
	 Immediately upon the Institution
        receiving notice from the OTS or otherwise becoming aware that the Institution
        has not regained its QTL status and must




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	 	 	repay its Advances immediately,
        the Institution will provide the Bank with written notification of such
        fact.

	 	b.	The Institution will negotiate
        in good faith with the Bank to develop a schedule for the prompt and prudent
        repayment of any outstanding Advances consistent with the Institution's
        and the Bank's safe and sound operations.



 IN WITNESS WHEREOF, the Bank and the Institution
  have caused this Agreement to be signed in their names by their duly authorized
  officers.  

	INSTITUTION	FEDERAL HOME LOAN BANK OF TOPEKA
	 	 	2 Townsite Plaza, P.O. Box 176
	 	 	Topeka, KS 66601-0176
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Steve Rector	By:	/s/ Steven D. Reichle
	 	Authorized Signature	 	Authorized Signature
	 	 	 	 
	 	 	 	 
	Steve Rector, Sr. V.P. / Cashier	Steven D. Reichle, SVP
	 	Name and Title	 	Name and Title
	 	 	 	 
	 	 	 	 
	Date:	May 4, 2000	 	Date: May 11, 2000



   

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	State of Kansas	)
	 	) ss:
	County of Johnson	)


 

On this _____ day of ________, 200__, before
  me came __________________ (name) personally known to me, who being by me duly
  sworn, did depose and state that he/she is the ______________________ (title)
  of the Institution described in and which executed the above instrument; that
  he/she signed his/her name thereto by order of the board of directors or other
  governing body of said Institution and that he/she acknowledged the execution
  of said instrument so be the voluntary act and deed of said Institution.



	(Notary Seal)	_______________________________________________
	 	Notary Public Signature
	 	My appointment expires: ___________________________



  

 

 

 

 

 

 

 

 

 

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