Exhibit 10.48


 


FEDERAL HOME LOAN BANK  OF CINCINNATI


 


Blanket Agreement for Advances

and

Security Agreement


 


	
   

  	
   

  	
   

  	
  Cincinnati,
  Ohio

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Received:

  	
   

  	
  December 7,
  2000

  
	
   

  	
  Dated:

  	
   

  	
  November 30,
  2000

  



 


 


NCB Savings Bank, FSB


 


The principal place of business
of which is located at 139 S. High St., Hillsboro, Ohio  45133 (hereinafter called the “Borrower”),
in consideration of advances (as further defined in Section 1 below) or other
financial accommodations heretofore or at anytime hereafter made or granted to
Borrower and any affiliate of Borrower by the FEDERAL HOME LOAN BANK OF
CTNC1NNATI (hereinafter called the “Bank”), hereby grants to the Bank a
security interest in and collateral assignment of all of the Borrower’s assets
or rights to the extent listed and defined in Section 2 below and hereunder,
and in any Addendum hereto, now or hereafter acquired, and all proceeds and
products thereof, cash or non-cash, to secure the payment of all such advances
and all other indebtedness and liabilities of the Borrower to the Bank, now
existing or hereafter arising, plus interest thereon and all costs of
collection and legal expenses incurred by the Bank in collecting and/or
enforcing any of such liabilities or realizing on the security given hereby
(hereinafter collectively called the “Obligations”).


 


1.                                       APPLICATION AND AUTHORITY  FOR ADVANCES; REPAYMENT; INTEREST  AFTER MATURITY.  Pursuant to the Federal Home Loan Bank Act
of 1932, as amended, and all relevant rules and regulations in effect
thereunder (hereinafter collectively the “Act”), the Bank makes available loans
to its members and certain qualified non-member mortgagees (hereinafter
referred to as “advances”),
which advances shall be used by such members and their affiliates
for the purposes specified in the Act. 
The procedures and the form of application for such advances shall be as
specified within the “Advance Programs” in effect from time to time as adopted
by the Board of Directors of the Bank as part of its “Credit Policy”.  . The Borrower shall furnish to the Bank a
certified copy of a resolution of the Borrower’s Board of Directors (or other
governing body) specifying certain of the Borrower’s officers or other
employees who are authorized to apply for, amend and renew such advances from
the Bank.  Generally, all applications
for advances shall be made by such specified persons in writing, except that
applications may be made by facsimile on the conditions set out in the Credit
Policy only if applications for advances by facsimile are then permitted by the
Credit Policy. However, unless the Bank shall be otherwise notified by the
Borrower in writing, the Bank may honor any form of request, including an oral
request, for disbursements of previously-approved applications


 

















 


for advances.  The Bank’s
records of such advances to the Borrower shall be rebuttable evidence of such
advance and of the Borrower’s agreement to repay same in accord with the
Advance Programs  Further,
notwithstanding the particular repayment schedule or interest rates specified
in the Advance Programs, or within the notice of approval from the Bank as to
any such advance, interest shall be assessed against past-due principal an/or
interest (whether past due because of maturity, acceleration or otherwise), or,
at the Bank’s option upon any event of default occurring and continuing
hereunder, at a default rate as outlined the Credit Policy.


 


2.                                       SECURED PROPERTY LISTING AND DEFINITION.  The following collateral shall be included in
the Bank’s security interest (as noted in the box by each category) and all of
such items, together with all shares of the Bank owned by Borrower and such
other collateral as may from time to time be specified in separate agreements
between the Bank and the Borrower or between the Bank and any affiliate of the
Borrower (each such separate agreement hereinafter sometimes called an
“Addendum”), or which are otherwise pledged to the Bank or in which the Bank
takes a security interest or collateral assignment,
if any, shall hereinafter collectively be called the “secured property”:


 


(a)                                  Obligations
of the United States of America, or obligations fully guaranteed by the United
States of America or other securities (whether certificated or uncertificated),
investment property, financial assets, security entitlements, accounts or other
equity or ownership interests in any corporation,
partnership, limited liability company, trust or other entity,
association or organization, including without limitation any affiliate which
holds or may hold, directly or indirectly, transferred assets of the Borrower, which obligations or
securities are approved by the Bank as eligible collateral security and
delivered to the Bank’s possession or (at the Bank’s sole discretion) are
otherwise in the Bank’s control or subject to an acceptable negative pledge,
which obligations or securities are to be treated as secured property (whether
hereunder or pursuant to other agreements
with the Bank), and all replacements therefor and proceeds thereof
(hereinafter called “Securities Collateral”).


 


(b)                                 Specific
one to four family residential mortgages and/or one to four family residential
deeds of trust in favor of the Borrower or an affiliate of Borrower, as the
case may be, as mortgagee, and the notes or other instruments evidencing the
indebtedness secured thereby, and complying with the requirements of the Act
and all replacements therefor and proceeds thereof (hereinafter sometimes
called “Specific Mortgage Collateral”).


 


(c)                                100% of the Borrower’s one to four family
mortgage portfolio i.e., each and
every one to four family
residential mortgage or one to four family residential deed of trust in  favor of the Borrower or an affiliate
of Borrower, as the case may be, as mortgagee,
and the notes or other instruments evidencing indebtedness secured
thereby, or any participation or residual interest therein, complying with the
requirements of the Act and meeting the requirements of Sections 5(b)  and 5(e)  below,
whether now existing or hereafter acquired) and all replacements therefor and
proceeds thereof (hereinafter sometimes called “Blanket One to Four Mortgage
Collateral”).


 


(d)                                 100%
of the Borrower’s multi-family mortgage portfolio (i.e., each and


 


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every
five or more family residential mortgage or five or more family
residential deed of trust in favor of the Borrower or an affiliate of Borrower,
as the case may be, as mortgagee, and the notes or other instruments evidencing
indebtedness secured thereby, or any participation or residual interest
therein, complying with the requirements of the Act and meeting the
requirements of Sections 5(b)  and 5(e) below, whether now
existing or hereafter acquired) and all replacements therefor and proceeds
thereof (hereinafter the “Blanket Multi-Family Mortgage Collateral,” and, along
with the interests of the Bank specified in Section 2(c) above, collectively
called “Blanket Mortgage Collateral”).


 


3.                                       EVIDENCE OF SECURED PROPERTY; MAINTENANCE OF
COLLATERAL LEVEL.  The  Borrower agrees to deliver to the Bank
such evidence of eligibility to borrow hereunder,
its interest in the secured property and of availability of same for use as
collateral pursuant hereto, in  accordance with the Credit Policy and as the Bank
may in good faith request.  The Borrower
agrees that all secured property
shall be subject to audit and verification by or on behalf of the Bank at the
sole expense of the Borrower. The Borrower will at all times maintain, as
minimum secured property hereunder, secured property having an aggregate
collateral value acceptable to the Bank, which shall make such determination in good faith and in conformity with the
requirements of Section 5(b)  below, and if the Borrower fails
to do so (a) the Borrower will, within three (3) days of receipt of written notification from
the Bank, reduce its unpaid advances or other Obligations as requested in
writing by the Bank or (b) the
Borrower, upon the written request of the Bank, will immediately deposit
additional collateral and/or agree to additional security interests
satisfactory to the Bank.


 


4.                                       SECURITIES COLLATERAL  If item 2(a) above is included in the secured property, Securities
Collateral shall be given to the Bank in aggregate principal amounts as
required by the Bank and, if in certificated or other tangible form, such Securities
Collateral (or custodial receipts for same acceptable to the Bank) shall be
deposited with the Bank, together
with indorsements acceptable to the Bank. 
In said connection, the Bank will be deemed to be an entitlements holder
of and in sole control, within the meaning of Article 8 of the Uniform
Commercial Code, of any Securities Collateral, with full power to hold and dispose of same as financial assets under Article
8 of the uniform Commercial Code (including, without limitation, full power to
exercise voting rights and to receive any income resulting from stock splits,
stock dividends, cash dividends or otherwise), and the Borrower agrees to take
and/or consent to such further actions as the Bank may deem appropriate to take
and maintain control over any Securities Collateral, including obtaining the
agreement of the issuer of any
Securities Collateral to comply with instructions originated by the Bank
without further consent by the Borrower and the agreement of any securities intermediary to comply with
entitlement orders originated by the Bank without further consent by the
Borrower. The Bank, upon the occurrence and during the continuation of an event
of default (should the Bank have
not already accelerated the Obligations), may retain any interest or principal payments, or dividends or other
distributions, collected by it as to such Securities Collateral and apply same against interest or
principal of the Obligations in its sole discretion.


 


5.                                       MORTGAGE COLLATERAL.  The Borrower
acknowledges that the  Bank is permitting it to retain in its
possession all Specific and Blanket Mortgage Collateral (together or separately
the “Mortgage Collateral”) for purposes of servicing, collection and
foreclosure, and


 


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the Borrower
acknowledges that the Borrower will hold such Mortgage Collateral, and
all proceeds and payments therefrom, in trust as the Bank’s security and for
the benefit and subject to the direction
and control of the Bank, and upon the following additional terms and
conditions.


 


(a)                                  At
the Bank’s request and sole option, the Borrower shall immediately deliver to
the Bank an Assignment of each item of Mortgage Collateral in the Bank’s form for the same, Further, at the Bank’s request and
sole option, the Borrower will physically deliver to the Bank all documentation as to Specific
Mortgage Collateral and/or Blanket Mortgage Collateral (including, without
limitation, any participation certificates or other evidence thereof) and/or
endorse in favor of the Bank all or any portion of same. Except as authorized
by the Bank, the Borrower shall not withdraw any Specific Mortgage Collateral
prior to its payment in full of all Obligations. The Borrower shall promptly
notify the Bank in writing (i) whenever principal payments in excess of ten
percent (10%) of the remaining unpaid balance are made by Borrower’s customers
on any item of Specific
Mortgage Collateral, (ii) whenever any item of Specific Mortgage Collateral is
paid off in full by Borrower’s customers or involved in any foreclosure action,
and/or (iii) whenever any building
on property  serving as Specific
Mortgage Collateral is damaged by casualty or~ otherwise in excess of
twenty-five percent (25%) of its
appraised value (if the Borrower does not reasonably believe that such building
can be promptly repaired). Such written notices shall not initially be required
where a Borrower’s Blanket Mortgage Collateral provides collateral for the
Obligations (i.e., if Sections 2(c) or 2(d) above has been Utilized by the
Borrower).


 


(b)                                 The
aggregate of the (i) market value of Securities Collateral and (ii) principal
balances due under Mortgage Collateral shall be maintained at all times by the
Borrower in an amount not less than that percentage of outstanding advances
required by the Credit Policy.


 


(c)                                  Upon
written direction from the Bank, the Borrower will deposit all collections from
Mortgage Collateral in a separate bank account designated as required by the
Bank as a Source of which to withdraw interest and principal payments on the
Obligations.


 


(d)                                 Unless
and until otherwise directed in writing by the Bank after the Occurrence of an event of default and
only during the continuation of such event of default (should the Bank have not
accelerated the maturity of the Obligation involved), the Borrower shall have the right to  make and retain all collecions from time to time coming due
on Mortgage Collateral, to execute and deliver satisfactions of or releases of
such Mortgage Collateral paid in full, and to take all necessary legal action
to enforce collection of delinquent payments, including foreclosure, without
disclosing this security arrangement and trust, and to use all collections so
made by the Borrower in its ordinary course of business.


 


(e)                                  (i)
The Borrower shall keep and maintain all Mortgage Collateral at all times free
and clear of pledges, liens, participation interests (unless taken or held by
an affiliate of Borrower, of which the Borrower owns or controls, directly or
indirectly, 100% of the voting stock of such affiliate), and encumbrances
unless the Bank approves, or is deemed to have approved, any such pledge, lien,
participation interest or encumbrance as provided in this Section 5(e)(i)  Borrower shall promptly give
the Bank specific and detailed written notice of any security


 


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interest or participation in Mortgage Collateral taken by third party
lenders, affiliates or others.  If at
the time of such notice, no Outstanding advances by Bank to Borrower are
secured either wholly or partially by collateral pledged by Borrower or any
affiliate of Borrower and if the Bank does not reply in Writing to such notice
by Borrower Within
thirty (30) days following receipt of it, such security interest or
participation of a third party lender or affiliate shall be deemed approved.


 


(ii)                                  Whenever
it is commercially reasonable, the Borrower shall obtain the Bank’s written
approval prior to the actual sale or transfer of (or the granting of any participation in) such Mortgage
Collateral.  However, in case of pledge
of Blanket Mortgage Collateral (i.e. notation by the Borrower of Sections 2(c) or 2(d) above), and if the Bank has
not yet demanded or acquired physical possession of documentation related to
such Mortgage Collateral, and when it is not commercially reasonable to obtain
a release of such Mortgage Collateral prior to the sale or transfer of
mortgages, then the Borrower is not required to comply with this subsection
5(e)(ii) of the Agreement provided the Borrower submits to the Bank within ten
(10) business days after the contractual sale or transfer date, or any earlier
sale or transfer date, a properly executed original Notice and Release Request in which the Borrower
warrants to the Bank that an
aggregate pledged mortgage portfolio equal in book value to at least that
percentage of outstanding advances required by the Credit Policy still remains
unsold and not participated in or encumbered by others.


 


(f)                                    The
buildings located on each mortgaged
property constituting Mortgage Collateral shall be covered by all risk
hazard insurance and by insurance against all other risks customary and
generally required by mortgage lenders in the area in which the mortgaged
property is located for the type of mortgage loan involved in an amount not
less than the unpaid balance due the Borrower by  its customer on each such item of Mortgage  Collateral. The Borrower  will cause such insurance policies to
include the Borrower and its “successors and assigns” as loss payee under a standard
mortgagee endorsement to evidence the
Bank’s mortgagee/assignee interest therein and, if the Bank so requires, to
give the Bank ten (10) days prior notice of any policy cancellation. At the
Bank’s demand, the Borrower will physically deliver to the Bank any such
insurance policies. The Bank may cause any secured property to be insured if the Borrower fails to do so, and
any such expense shall be an additional Obligation hereunder.


 


6.                                       WARRANTIES AND FURTHER COVENANTS.


 


(a)                                  Borrower
hereby represents and warrants that the Borrower and/or any pledging affiliate
is the  true and lawful owner of all the Securities Collateral and/or
Mortgage Collateral free and clear of all claims, liens, encumbrances, rights
of set-off, mortgages and security
interests of any nature whatsoever (except this  security interest and
as may be  further specified below)
and Borrower covenants that it shall defend the Securities Collateral and/or
the Mortgage Collateral against the claims and demands of all persons.


 


(b)                                 Borrower
hereby represents and warrants that (i) the existence of all necessary power to
enter into and execute this Agreement, (ii) this Agreement is not in violation


 


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of its Articles, Charter, Regulations or By-Laws, or of any federal,
state or local laws or administrative or judicial rulings, (iii) no consent or
approval of any securities exchange is necessary for the valid pledge of the
Securities Collateral under this Agreement, and (iv) this Agreement is enforceable
in accordance with its terms.


 


(c)                                  Borrower
hereby represents and warrants that it is either a member of the Bank or a
qualified and eligible nonmember mortgagee with full powers to borrow
hereunder.


 


(d)                                 Borrower
hereby agrees to execute and deliver financing statements under the Uniform
Commercial Code, and statements or amendments thereof or supplements thereto,
recordable Assignments of Mortgage Collateral, and such other instruments as
the Bank may from time to time require in order to evidence, perfect, secure,
preserve, protect and enforce the security interest hereby granted. The Bank is
hereby irrevocably appointed as Attorney-in-Fact for the Borrower in all
matters pertaining to all such perfection, preservation, protection
and enforcement and evidencing same hereunder.


 


(e)                                  Borrower
hereby represents and warrants that to the best of its knowledge the secured
property, including any property subject to the lien of any mortgage
Collateral, is free from any and all environmental hazards. Borrower shall
indemnify  Bank, hold Bank
harmless, and, at the option of Bank, defend Bank with counsel satisfactory to
Bank, from all liabilities, costs, damages, claims or expenses (including
attorneys’ fees and environmental consultant’s fees), suffered, paid or incurred by Bank resulting from or
arising out of any requirement under any applicable federal, state or local
law, statute, regulation, order, judgment or decree requiring that any release
of a hazardous material, solid waste, pollutant or contaminant at any of the
secured property be remedied, cleaned up or lawfully disposed of.


 


(f)                                    Except
as permitted under Section 5(e) above, the Borrower
hereby agrees that it shall not (i) sell, offer to sell or otherwise transfer
the secured property, nor pledge, mortgage or create, or suffer to exist a
security interest claim, lien, encumbrance, right of set-off or other security
interest or collateral assignment of any kind whatsoever in the secured
property or the proceeds or products thereof in favor of any person other than
the Bank without prior written consent of the Bank, or (ii) transfer physical
possession of notes and mortgages constituting Mortgage Collateral hereunder to
any third party or affiliate without the prior Written consent of the Bank.


 


(g)                                 At
any time that any advances to Borrower are outstanding that are secured wholly
or partially with collateral pledged by an affiliate of Borrower pursuant to a
PLEDGE AND SECURITY AGREEMENT (as permitted under the Credit Policy), Borrower
hereby agrees that it shall cause such affiliate to comply with all terms and
conditions of such PLEDGE AND SECURITY AGREEMENT.


 


(h)                                 All
taxes, assessments and governmental charges levied or assessed or imposed upon
or with respect to the secured property, including any property subject to the
lien of any Mortgage Collateral, shall be paid and if Borrower fails to
promptly pay such taxes, assessments or governmental charges, Bank may (but
shall not be required to) pay the same and any such expense shall be an
additional Obligation hereunder,


 


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(i)                                     Borrower
will notify Bank promptly in writing of any change in the location of its
principal place of business or jurisdiction of incorporation, Organization or
formation. Borrower shall promptly inform Bank of any change in location of any
of the secured property from the Borrower’s principal place of business or
otherwise. Borrower shall promptly respond to any inquire by Bank Concerning
the location of Borrower’s principal place of business, jurisdiction of
incorporation, organization or formation or the location of any of the secured
property.


 


7.                                       EVENTS OF DEFAULT; ACCELERATION.  Any one or more of the following shall
constitute events of default hereunder (a) default by Borrower in the payment
or performance, when due or payable, of any of the Obligations; (b) the making
by the Borrower of any misrepresentation to the Bank hereunder, or otherwise
for the purpose of obtaining loan advances or an extension of same; (c) failure
of the Borrower after request by the Bank to furnish promptly financial
information or to permit promptly the inspection of books or records; (d)
failure of Borrower to perform or observe any of the provisions of this
Agreement or of any other instrument pertaining to the Obligations or secured
property (subject to a ten (10) day cure period after written notice from the
Bank is received by the Borrower); (e) issuance of an injunction or attachment
against property of the Borrower which the Bank in good faith considers
materially adverse to such Borrower’s financial condition; (f) appointment of a
receiver or liquidator of any part of
the property of the Borrower, or if the management of Borrower is assumed by
any supervisory authority; (g) the commencement by or against the Borrower of
any proceeding under any bankruptcy, arrangement, reorganization, insolvency or
similar law for the relief of debtors; (h) termination for any reason of
Borrower’s membership in the Bank or its status as a nonmember mortgagee and/or
state housing finance agency eligible for advances hereunder, (i) an event of
default occurs under any PLEDGE AND SECURITY AGREEMENT between any affiliate of
Borrower and Bank (j) the Occurrence of such a change in the condition or
affairs (financial or otherwise) of the Borrower, or of an affiliate Supplying
secured property securing the Obligations, as in the good faith opinion of the
Bank impairs the Bank’s security or increases its risk; or (k) if the Bank in
good faith deems itself insecure Upon occurrence of any of the events of
default and failure by the Borrower to cure within the applicable cure period,
if any, any or all of the Obligations shall, at the Option of the Bank and
notwithstanding any time or credit allowed by any instrument evidencing or
document relating to the Obligations, be immediately due and payable without
notice or demand (except for the events of default noted in Subsections (j) and (k)
above, for which the Bank must give written notice to the Borrower). The Bank
may then, without first resorting to any other property securing the
Obligations from other parties (including, without limitation, property
provided by any affiliate of Borrower), exercise arty one or more of the rights  and
remedies granted pursuant to this Agreement and/or the Credit Policy and also
exercise any or all of the rights and remedies afforded to a secured party
under the Uniform Commercial Code as enacted
in Ohio or the Borrower’s state
of operation or to the Bank under the Act. In case of any event of default
hereunder, Borrower agrees upon the request of the Bank, to promptly dissolve
or cause the dissolution of any
subsidiary or affiliate
providing secured property under a PLEDGE AND SECURITY AGREEMENT and the
distribution of such secured property to Borrower. Upon repossession or
recovery of the secured property by the Bank, it may, after reasonable written notification to the Borrower, sell the
secured property at public or private sale, at which sale as the


 


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Bank may become the purchaser. The proceeds of sale of the secured
property shall be applied to the Obligations in such manner and order of
priority the Bank may determine. pending any such action, the Bank may liquidate the secured property and/or
continue to use and exercise rights of ownership pertaining to the secured
property. Borrower does hereby make, constitute and appoint Bank as its true and lawful attorney-in-fact to deal with the secured property and,
in the Borrower’s name and stead to sell, assign, collect, compromise, settle
and release of record any portion of the secured property as fully as Borrower
could do if acting for itself.
The Borrower hereby agrees to be liable to the Bank for any deficiency that may
result upon such liquidation and sale of the secured property and waives all
claims for damages by reason of any
seizure, repossession, retention, use or sale of said secured property.
The requirement of reasonable notice, if necessary, shall be met if such notice
is mailed, postage prepaid, to the first
of the places of business of the Borrower shown in this Agreement at
least ten (10) days before the time of the sale or other disposition. While
exercising its rights as a secured
party hereunder, including use and receipt of benefits from the secured
property, and provided the Bank’s actions are commercially reasonable under the circumstances or
do not constitute negligence or willful misconduct, the Bank shall not be liable in any fashion to the Borrower or
third party (including without limitation Borrowers customers or shareholders)
for any damages arising from such use, or any obligations, duties or
liabilities of the Borrower in connection therewith (including without
limitation Borrowers contracts, agreements, guarantees, commitments or warranties). Each of the rights,
powers and remedies provided herein or now or hereafter existing at law or in
equity or otherwise shall be cumulative and concurrent and shall be in addition
to every other right, power or
remedy provided for in this Agreement or hereafter existing at law  or in equity or otherwise. The exercise
of any such rights, powers or remedies
shall not preclude the simultaneous or later exercise of any or all
other such rights, powers or remedies.


 


8.                                       WAIVERS; CONTINUED LIABILITY. The Bank
shall not be deemed to have waived any of its rights in this Agreement or to the secured property unless such waiver is
in writing and signed by the
Bank and such waiver shall not operate as a waiver of any other default or of
the same default on a subsequent occasion. No renewal or extension of time of
payment of the Obligations at any rate of interest, no release, surrender,
exchange or modification of the secured property, no release of any person
primarily or secondarily liable on the Obligations (including any maker,
endorser, guarantor or surety), no delay in enforcement of payment of the
Obligations and no delay, omission or forbearance in exercising any right or
power with respect to the Obligations, the secured property, or this Agreement
shall affect the liability of the Borrower to the Bank.


 


9.                                       DURATION. The
term of this Agreement shall commence with the date hereof and end on the termination date, which is the
date when the Borrower has paid in full all of the Obligations secured hereby,
and either: (i) the Bank gives written
notice to the Borrower that no further advances are to be made
hereunder, or (ii) the Borrower gives written notice to the Bank that it does
not intend to apply for further advances hereunder. Until such termination,
this Agreement shall be a continuing one, and after such termination any
liabilities hereunder of the Borrower to the Bank not satisfied prior to such
termination shall survive and remain in full force and effect until satisfied.


 


10.                                 ATTORNEY-IN-FACT.  Borrower hereby appoints the Bank its irrevocable


 


8

















 


attorney-in-fact, with full power of substitution, in its name or
otherwise, but at the Borrower’s sole cost and expense (i) to transfer any shares
of stock or Securities Collateral hereby or otherwise secured to Bank into the name of the Bank or its designee or assignee, (ii) to
endorse on behalf of the Borrower any promissory notes or other instruments
delivered by the Borrower to the Bank, (iii) to execute and/or record such documents and instruments as the
Bank, in its sole judgment, deems necessary or appropriate to further evidence
or perfect or affect a transfer of the security interest granted to the Bank
herein or otherwise, and (iv) to record
this Agreement as a power of attorney where the Bank deems appropriate.


 


11.                                 NOTICE. (a) Any Written notice,
approval, or direction provided for in this Agreement to be given  by the Bank to the Borrower shall include
and be satisfied by notice given to the Borrower by: (i) hand delivery, regular
first class mail, or any other form of physical delivery, or (ii) facsimile,
whether or not receipt of such facsimile is confirmed with the Borrower or a
follow-up hard copy is mailed or otherwise physically delivered to the
Borrower, and (b) any written notice
provided for in this Agreement to be given by the Borrower to the Bank shall
only include and be satisfied by notice given to the Bank by: (i) registered or
certified mail (postage prepaid, return receipt requested) or some other form
of delivery whereby receipt is confirmed, or (ii)
facsimile, but only if receipt by the Bank is confirmed by the
Borrower and a follow-up hard copy is delivered to the Bank by the means
specified in subsection (b)(i) of this Section 11.


 


12.                                 GENERAL. All rights and liabilities
hereunder shall be governed and limited by and construed in accordance with the
Act and the laws of the State of Ohio (matters related to eligibility for
advances and the rate of interest assessed by the Bank on advances or other
Obligations shall be governed solely by the Act).
This Agreement shall inure to the benefit and bind the Bank and the
Borrower and their respective successors and assigns. Any provision hereof
which may prove limited or unenforceable, under any laws or judicial rulings
shall not affect the validity or enforcement of the remainder of the provision
or of any other provision.


 


	
  FEDERAL HOME
  LOAN BANK

  OF CINCINNATI

  	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NCB Savings
  Bank, FSB

  
	
  By 

  	
  /s/

  	
   

  	
  (Name of
  Borrower

  
	
  Its Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/

  	
   

  	
  BY

  	
  /s/

  	
   

  
	
  Its Assistant Vice President

  	
   

  	
   

  	
  Tom
  Schoettle

  
	
   

  	
   

  	
  [Signature
  of Officer Authorized By

  
	
  Dec 11 2002

  	
   

  	
  Board to
  Execute this Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:  Thomas Schoettle

  



 


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  Type Name of
  Authorized Officer and Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  And 

  	
  /s/

  	
   

  
	
   

  	
   

  	
  [Signature
  of Officer Authorized By

  
	
   

  	
   

  	
  Board to Execute This Agreement]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert S.
  Grant, CEO

  	
   

  
	
   

  	
   

  	
  Type Name of
  Authorized Officer and Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [IMPRESS CORPORATE
  SEAL HERE]

  
	
   

  	
   

  	
   

  
	
  Witnesses of
  Signature of

  	
   

  	
   

  
	
  Borrower’s
  Officers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE OF
  OHIO

  	
   

  	
   

  
	
  COUNTY OF
  Highland                                                      )S:

  	
   

  
								



 


On this 1st
Day of December, 2000
before me appeared Thomas Schoettle, to me personally known, who being by me
duly sworn, did say that he is President of the above-named Borrower, a
corporation; that the seal affixed to the foregoing instrument is the seal of
said corporation; that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors; and said President acknowledged said instrument to be the free act and deed of said corporation and his free act and deed as such
officer, for the uses and purposes
in said instrument mentioned.


 


 


	
   

  	
  Notary
  Public 

  	
  /s/

  



 


Nancy E. Green, State of Ohio,
Highland County


My Commission expires on April
8, 2001


 


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