Exhibit 10.32


 


FHLBank


Topeka


 


Advance, Pledge & Security Agreement


(Blanket Pledge)


 


Institution:   TeamBank, N.A.


Address:       1 South Pearl


                     Paola, KS
66071


 


This
Advance, Pledge & Security Agreement (Agreement) is made by and between
the Federal Home Loan Bank of Topeka (FHLBank) and the above-described
institution (Institution).


 


CONTENTS


 


	
   

  	
  DEFINITIONS

  	
   

  
	
  1.1

  	
  Defined
  Terms

  	
   

  
	
   

  	
  ADVANCE
  AND OTHER INDEBTEDNESS

  	
   

  
	
  2.1

  	
  Advance
  Procedures: Demand Deposit Account

  	
   

  
	
  2.2

  	
  Estoppel

  	
   

  
	
  2.3

  	
  Obligation
  to Repay

  	
   

  
	
  2.4

  	
  Funding
  Commitments; Ineligibility

  	
   

  
	
  2.5

  	
  Stock
  Purchase

  	
   

  
	
   

  	
  SECURITY
  AGREEMENT

  	
   

  
	
  3.1

  	
  Blanket
  Pledge; Required Collateral

  	
   

  
	
  3.2

  	
  Listed
  Collateral; Perfection

  	
   

  
	
  3.3

  	
  Listed
  Collateral; Deletion or Redelivery

  	
   

  
	
  3.4

  	
  Representations
  and Warranties

  	
   

  
	
  3.5

  	
  Reports,
  Audits and Access

  	
   

  
	
  3.6

  	
  FHLBank’s
  Responsibility as to Collateral

  	
   

  
	
  3.7

  	
  Application
  of Payments

  	
   

  
	
   

  	
  DEFAULT;
  REMEDIES; POWER OF ATTORNEY

  	
   

  
	
  4.1

  	
  Events
  of Defaults; Acceleration

  	
   

  
	
  4.2

  	
  Remedies

  	
   

  
	
  4.3

  	
  Power
  of Attorney

  	
   

  
	
  4.4

  	
  Payment
  of Prepayments Charges

  	
   

  
	
  4.5

  	
  Default
  Rate

  	
   

  
	
  4.6

  	
  Sale
  of Collateral

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
  5.1

  	
  General
  Representations and Warranties

  	
   

  
	
  5.2

  	
  FIRREA
  Covenant

  	
   

  
	
  5.3

  	
  Good
  Faith; Liability of FHLBank

  	
   

  
	
  5.4

  	
  Assignment
  of Indebtedness

  	
   

  
	
  5.5

  	
  Discretion
  to Deny Advances

  	
   

  
	
  5.6

  	
  Access
  to FHLBank Records

  	
   

  
	
  5.7

  	
  Amendments;
  Waivers

  	
   

  
	
  5.8

  	
  Jurisdiction;
  Legal Fees

  	
   

  
	
  5.9

  	
  Applicable
  Law; Severability

  	
   

  
	
  5.10

  	
  Successors
  and Assigns

  	
   

  
	
  5.11

  	
  Notices

  	
   

  
	
  5.12

  	
  Content
  to Receive Information

  	
   

  
	
  5.13

  	
  Recorded
  Conversations

  	
   

  
	
  5.14

  	
  Entire
  Agreement

  	
   

  
	
  5.15

  	
  Counterparts

  	
   

  



 


FHLBank
and the Institution agree as follows:


 


DEFINITIONS


 


1.1                                 Defined Terms.  The
following terms shall have the following meanings:


 


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 Interest Rate
Exchange and Option Transactions, letter of credit, credit enhancement
obligations in connection with acquired member assets, and guarantees or other
arrangements intended to facilitate transaction between the Institution and the
third parties (but excluding any obligations that FHLBank may now or hereafter
have to honor such as items or transfer orders under a depository or similar
agreement between the Institution and FHLBank), regardless of whether FHLBank’s
obligations is contingent upon the occurrence or nonoccurrence of any
condition, and including all loans or other extensions of credit by FHLBank 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 the capital
stock of FHLBank, of any class or classes, owed 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 assets and property,
including the proceeds thereof, assigned, transferred or pledged to FHLBank by
the Institution pursuant to Section 3.1 of the Agreement or otherwise.


 


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


 


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


 


h.              “Member Products Policy” means the Member
Products Policy of FHLBank as published from time to time or, if FHLBank ceases
to have a policy with that title, any other policy or policies of FHLBank
governing credit, lending, collateral, pricing and acquired member assets.


 


i.                  “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 FHLBank from time to time; and (2) is
owned by the Institution free and clear of any liens, encumbrances or interests
other than tie interest of FHLBank hereunder.


 


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


 


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


 


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


 


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


 


n.              “Required Collateral Amount” means the
aggregate dollar amount that FHLBank may specify from time to time may increase
or decrease the Required Collateral Amount at any time.


 


o.              “Interest Rate Exchange and Option
Transactions” or “Interest Rate Exchange and Option Transactions” means any and
all interest rate swaps, interest rate caps, floors or collars, options,
futures, forward contracts, currency exchange transactions, or similar
transactions entered into between FHLBank and the Institution.


 


ADVANCES
AND OTHER INDEBTEDNESS


 


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


 


2.2         Estoppel.  Failure of the Institution to
deliver a written notice to FHLBank specifying any disputed term or condition
of an Advance within ten (10) Business Days after FHLBank 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 thereof
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         Obligation to Repay.  The
Institution unconditionally agrees to repay all Advances and other
indebtedness, together with all interest and any fees, costs and expenses in
connection therewith, at the applicable interest rate per annum provided in the
Confirmation pertaining thereto, all upon the terms and conditions stated in
the applicable Confirmation, FHLBank’s Member product Policy for such type of
Advance or Indebtedness and as otherwise specified herein.  Accrued interest on each Advance shall be due
and payable at the time specified in FHLBank’s Member Product policy,
Confirmation or as otherwise specified in writing by FHLBank.


 

















 


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


 


2.5         Stock Purchase.  The
Institution unconditionally agrees that whenever it receives an Advance or
transacts any other business with FHLBank, it shall purchase Capital Stock as
and when required by FHLBank’s Capital Plan, Member Product Policy, and any
applicable laws, Regulations, resolutions of FHLBank’s board of directors and
provisions of FHLBank’s Organization Certificate or bylaws, all as in effect at
the time the Advance or other transaction is entered into (or, if at that time
FHLBank does not have a Capital Plan, any other plans or policies of FHLBank
governing Capital Stock and capital structure). 
The Institution authorizes FHLBank to effect purchase by exchanging
shares of classes of Capital Stock held by the Institution and/or debiting the
Institution’s accounts at FHLBank in accordance with such Capital plan, Member
Product Policy, and any applicable laws, Regulations, resolutions of FHLBank’s
board of directors and provisions of FHLBank’s Organization Certificate or
bylaws, as amended.


 


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 FHLBank,
and grants to FHLBank a security interest in, all assets and properties now
owned or hereafter acquired by the Institution, wherever located, including,
without limitation, all (1) Capital Stock; (2) instruments (including
without limitation, all notes, promissory notes, and all other instruments
evidencing a debt, and any mortgage, deed of trust, title or other document securing
a debt); (3) investment property (including, without limitation,
mortgage-backed securities, other securities, share certificates or other
participation interests in any securities trust, and mortgage loan
participation certificates); (4) chattel paper; (5) choses in action;
(6) general intangibles; (7) certificates of deposit; (8) accounts
and deposit accounts (including, without limitation, deposit accounts of the
Institution held by FHLBank; and (9) proceeds of all of the foregoing.


 


b.              The Institution shall at all time have
granted FHLBank 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 Institution may, except as provided
below, retain the documents evidencing any Collateral it has pledged to
FHLBank, it is specifically understood and agreed that the Institution holds
such documents solely for the benefit, and subject to the direction and
control, of FHLBank.  The Institution
shall at all times retain (or deliver to a custodian or other bailee to hold
for the exclusive benefit of the Institution) the original, executed notes,
mortgages and any assignments and amendments thereof for all mortgage loans
that the Institution represents to be Eligible Collateral (by including their
value in any report of Eligible Collateral or otherwise), unless it delivers
such originals to FHLBank.


 


d.              The Institution may use, commingle and
dispose of the Collateral and 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 FHLBank in Section 3.1(a) hereof,
subject only to the Institution’s obligation to maintain the Collateral as
provided in Section 3.1(b); however, that this Section 3.1(d) shall
not apply to Listed Collateral.


 


e.               FHLBank may take such steps as it reasonably
deems necessary to protect its security interest in Collateral including,
without limitation, filing financing statements, requiring delivery, and
requiring the pledging and/or perfection of additional collateral whether or
not such additional collateral is Eligible Collateral.


 


3.2                                 Listed Collateral; Perfection.


 


a.                Immediately upon FHLBank’s request, and from
time to time thereafter, the Institution shall provide FHLBank an amount of
Listed Collateral which is also Eligible Collateral that has a Lending Value at
all times at least equal to the Required Collateral Amount applicable to the
Institution.  The Institution shall take
all actions as FHLBank shall reasonably deem necessary or appropriate to
perfect FHLBank’s security interest in the Listed Collateral, including but not
limited to the making, execution and delivery to FHLBank of such assignments,
listings, powers, financing statements or other instruments and documents as
FHLBank 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
FHLBank.


 


b.               The Institution agrees to pay to FHLBank upon
demand such fees and charges as may be assessed by FHLBank to cover overhead
and other costs relating to the perfection of FHLBank’s security interest in
the Listed Collateral (including without limitation the receipt, holding and
redelivery of Collateral and to reimburse FHLBank upon request for all
recording fees) and other reasonable expenses, disbursements and advances
incurred or made by FHLBank in connection therewith (including the reasonable
compensation and the expenses and disbursements of any bailee that may be
appointed by FHLBank hereunder, and the agents and legal counsel of FHLBank 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 FHLBank in writing of the reason such Listed Collateral has
ceased to be Eligible Collateral and request the deletion or delivery 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 FHLBank.  Any Listed Collateral that is not
satisfactory to FHLBank may be rejected by FHLBank or may have a Lending Value
ascribed thereto shall be less than the value normally ascribed thereto under
FHLBank’s Member Product Policy. Or as FHLBank may otherwise specify.


 


3.3                                 Listed Collateral; Deletion or Delivery.  Upon
receipt by FHLBank of a written request from the Institution asking for the
deletion on redelivery of any Listed Collateral, FHLBank 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 shall have occurred and be continuing, or at any time
that FHLBank’s records indicate that such deletion or redelivery would reduce
the Lending Value of the Institution’s Eligible Collateral below the Required
Collateral Amount, or at any time that FHLBank reasonably and in good faith
deems itself insecure, FHLBank may refuse such request.


 


3.4                                 Representations and Warranties.  The
Institution represents and warrants to FHLBank, as of the date hereof and as of
each date on which there shall be any outstanding Indebtedness or Commitment,
as follow:


 


a.               The Institution owns and has title to all
Collateral and has the right and authority to grant a security interest to
FHLBank in all Collateral and to subject all Collateral to this Agreement.


 


b.              All Listed Collateral, and all other
Collateral that the Institution represents to be Eligible Collateral (by
including its value in any report of Eligible Collateral or otherwise), meets
the standards and requirements for Eligible Collateral from time to time
established by FHLBank, the Act and the Regulations.


 


c.               The Institution has not conveyed or otherwise
created, and there does not otherwise exist, any participation interest (except
as permitted by the Member Product Policy) or other direct, indirect, legal or
beneficial interest, lien or encumbrance, in any Listed Collateral or any other
Collateral that the Institution represents to be Eligible Collateral, in favor
of any person or entity other than FHLBank and the Institution, except as
specifically communicated in writing to FHLBank.


 


3.5                                 Reports, Audits and Access.


 


a.               The Institution shall provide FHLBank with
written periodic reports containing such information on the Collateral as
FHLBank 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
FHLBank 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 FHLBank to examine, verify or
reconcile the Collateral and the reports of the Institution to FHLBank 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 FHLBank.  Such audits and verifications may occur
without notice during the Institution’s normal business hours or upon
reasonable notice at such other times as FHLBank may reasonably request.  The Institution shall provide access to, and
shall make adequate working facilities available to, the representatives or agents
of FHLBank for purposes of such audits and verifications.  The Institution agrees to pay to FHLBank such
reasonable fees and charges as may be assessed by FHLBank to cover overhead and
other costs relating to such audits and verifications.


 


c.               The Institution shall furnish to FHLBank, if
FHLBank requests, an audit report prepared by an external independent auditor
of the Institution in such form as FHLBank may require certifying the accuracy
of any or all information required to be given to FHLBank by the Institution
with respect to the Collateral, and copies of any available audited financial
statements, management letters and directors’ exams in regard to the
Institution.


 


d.              In order for FHLBank to adequately assess and
monitor the financial and business condition of the Institution, the
Institution authorizes FHLBank to obtain all information, examination reports
and all other reports, and any regulatory notices, actions or orders, in paper
or electronic form, concerning or relating to the Institution or its affiliates
and prepared or issued by or for any agency or other governmental subdivision,
department, division, office, board, bureau or other instrumentality that
regulates or examines the Institution. 
FHLBank shall take reasonable precautions to maintain the
confidentiality of all information, reports and other documents obtained under
this Section 3.5.


 


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 FHLBank.


 


3.6                                 FHLBank’s Responsibility as to Collateral.  In
the event that FHLBank shall take possession of any Collateral hereunder,
FHLBank’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 FHLBank 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 FHLBank.


 


3.7                                 Application of Payments. 
FHLBank may, in its sole discretion, apply any payments by or recovery
from the Institution, which are received by FHLBank without any designation
from 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 FHLBank shall deem appropriate


 


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 (Event of Default), FHLBank 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 notices:


 


a.               Failure of the Institution to keep sufficient
available balances on deposit with FHLBank to pay any interest principal or
other amount then due and owing to FHLBank one (1) business Day after
FHLBank gives notice to the Institution that its available balances on deposit
with FHLBank 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 in this Agreement for five (5) Business Days after FHLBank gives
notice to the Institution of such failure; or


 


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


 


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 the Institution’s
admission that it is unable to pay its debts as they mature; or


 


e.               Appointment of a trustee, conservator,
receiver, liquidator, custodian or similar official for the Institution, or for
substantially all of the Institution insolvent or bankrupt, or the commencement
of proceedings seeking any of the foregoing of such proceedings have not been
dismissed within 30 calendar days; 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 FHLBank or the Institution’s ceasing to be a type of financial institution
that is eligible under the Act to become a member of the FHLBank; or


 


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


 


i.                  FHLBank determines that any representation or
warranty made or furnished by the Institution, its employees or other
representatives to FHLBank, in this Agreement or in any other manner, in
connection with any Advance or other Indebtedness or Collateral, is incorrect
or misleading in any material respect; or


 


j.                  FHLBank reasonably and in good faith
determines that a material adverse change has occurred in the financial
condition of the Institution that materially impairs its ability to pay its
debts as they mature.


 


4.2                                 Remedies.  Upon the occurrence of any
Event of Default, FHLBank shall have all of 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.  In addition, FHLBank may take
immediate possession of any of the Collateral or any part thereof whenever the
same may be found.  FHLBank may sell,
assign and deliver the Collateral or any part thereof to public or private sale
for such price as FHLBank deems appropriate without any liability for any loss
due to decrease in the market value of the Collateral during the period
held.  FHLBank 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 FHLBank, FHLBank 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 five (5) Business Days
before any such disposition to the address of the Institution appearing on the
records of FHLBank.  Upon the occurrence
of any Event of Default, FHLBank 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 ad FHLBank shall deem fit,
regardless of any 


 

















 


manifestation of any contrary intention or desire on the part of the
Institution of the provisions of any other agreement between FHLBank and the
Institution.  The Institution agrees that
FHLBank may exercise its right of setoff upon the occurrence of an Even of
Default in the same manner as if 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 FHLBank hereunder shall be
the subject of any guarantee by a third party for FHLBank’s benefit and there
shall be other outstanding obligations of the Institution to FHLBank that are
not so guaranteed but that are secured by the Collateral, than any sums
realized by FHLBank from the Collateral, or from any other Collateral pledged
or furnished to FHLBank by the 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 FHLBank in the collection of the Indebtedness and enforcement
and preservation of FHLBank’s right and remedies in case of default, including,
without limitation, reasonable attorney’s fees. 
FHLBank in its discretion may apply any surplus after payment of
Indebtedness, provision for repayment to FHLBank 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 FHLBank for any deficiency remaining.


 


4.3                                 Power of Attorney. 
After the occurrence of an Event of Default, FHLBank may in its
discretion, in its own name or in the name of its nominee or of the
Institution, do any and all things and take any and all actions that are
pertinent to the protection of FHLBank’s interest hereunder and, if such
actions are subject to 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 FHLBank;


 


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 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
FHLBank’s name or the name of its nominee.


 


The
Institution hereby appoints FHLBank as its true and lawful attorney, for and on
behalf of the Institution and in its name, place and stead, to prepare, execute
and record endorsements and assignments to FHLBank of all or any item of
Collateral (including the identification and listing, by exhibit prepared by
FHLBank or otherwise, of mortgage loans constituting such Collateral), giving
or granting to FHLBank, 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 FHLBank shall
lawfully do or cause to be done by virtue of this special power of
attorney.  This special power of attorney
(i) is granted for a period commencing on the date of the Event of Default
and continuing until the discharge of all Indebtedness and all obligations of
the Institution hereunder, (ii) is coupled with an interest, and (iii) is
irrevocable for the period granted.  As
the Institution’s true and lawful attorney-in-fact, FHLBank shall have no
responsibility to take any steps necessary to preserve rights against other
parties or the duty to send notices, perform services or take any action in
connection with the managements 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 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 FHLBank 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 FHLBank due to a prepayment of an Advance will be
difficult to ascertain at the time of such prepayment and, in lieu thereof, the
Institution and FHLBank agree that the formula for calculation for the
prepayment fee (or for calculation of the fee payable upon prepayment of a
non-prepayable Advance) set forth in the Confirmation or in the Member Products
Policy at the time the Advance is issued constitutes a fair, reasonable and
good faith estimate of the damages suffered by FHLBank 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 315 basis
points above the previous business day’s daily effective federal funds rate as
provided in Federal Reserve Statistical Release H.15 and daily updates thereto,
or any equivalent successor rate, release or publication, or as otherwise set
forth in the Member Products policy.


 


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, FHLBank and the Institution agree that any sale of the Collateral
as a result of an Event of Default shall be deemed “commercially reasonable”
regardless 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 FHLBank may attempt to sell the Collateral by
means of private placement.  In so doing,
FHLBank 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 FHLBank
for the purpose of complying with the requirements of applicable securities
laws.  FHLBank may solicit offers to buy
such Collateral, for cash or otherwise, from a limited member of investors
deemed by FHLBank to be responsible parties who might be interested in
purchasing such Collateral.  If FHLBank
solicits offers from at least three (3) such investors, then the
acceptance by FHLBank 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 Representation and Warranties.  The
Institution hereby represents and warrants that to the best of its knowledge as
of the date hereof and as each date on which there shall be any outstanding
Indebtedness 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 Institution to be: (1) in
violation of its charter or articles of incorporation, by-laws, the Act of the
Regulations, any other law or administrative regulation, any court decree or
any order of any 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 its property may be
bound; in each case 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, or 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, FHLBank 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, as amended, and the Institution will at all times during the term
of this Agreement continuously include and maintain this Agreement, including
all exhibits, attachments, supplements, Confirmation incorporated herein and
evidence of all approvals, as part of its official written books and
records.  In addition to any other
remedies which FHLBank may have under this Agreement or otherwise, if the
Institution breaches or defaults on any of its obligations set forth in this
paragraph, FHLBank 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 FHLBank . The Institution and FHLBank 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., and objective standard rather that a subject standard).  FHLBank 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 FHLBank or any of its employees or duly appointed agents.  In no event shall FHLBank 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 FHLBank 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 Board.  In the case of any such
pledge or assignment, FHLBank shall have no further responsibility with respect
to Collateral transferred to the pledge or assignee, and all references herein
to “FHLBank” shall be read to refer instead to the pledge 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 Indebtedness or Commitments without the express prior written
consent of FHLBank.


 


5.5                                 Discretion to Deny Advances. 
Nothing contained herein or in any documents describing or setting forth
FHLBank’s Member Product Policy or other policies shall be construed as an
agreement or commitment on the part of FHLBank to grant Advances hereunder, or
to enter into any other transaction, the right and power of FHLBank 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 FHLBank Records.   
The FHLBank shall grant to all governmental regulatory agencies having
jurisdiction over the Institution, independent public accountants (to be named
by written notice delivered to FHLBank) and to the Institution’s internal
auditors the right at any reasonable time to examine and audit the Institution’s
records in FHLBank’s possession, the right to request directly from FHLBank any
reports, summaries or information of FHLBank relating to the Institution and
the right to observe the processing of reports or examine  the Institution’s documents at FHLBank;
provided, however, FHLBank’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 FHLBank to the
Institution or by the Institution to FHLBank pursuant to this Agreement.


 


5.7                                 Amendments; Waivers.  No
modifications, 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 much 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 FHLBank in exercising any right,
power or remedy hereunder shall not be deemed to be a waiver thereof, and any
single or partial exercise by FHLBank of any right, power or remedy hereunder
shall not preclude the further exercise thereof.  Every right, power and remedy of FHLBank shall
continue in full force and effect until specifically waived by FHLBank in
writing.


 


5.8                                 Jurisdiction: 
Legal Fees.  In any action or proceeding brought by
FHLBank or the Institution to enforce any right or remedy under this Agreement,
the parties 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 FHLBank 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, the Institution will pay all attorneys’ fees and other
costs incurred by FHLBank in connection therewith.  The Institution agrees to reimburse FHLBank
for all costs and expenses (including reasonable fees and out-of-pocket
expenses of counsel for FHLBank) incurred by FHLBank in connection with the
enforcement or preservation of FHLBank’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; Severablility.   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 portion of this Agreement conflicts with applicable law,
such conflict shall not affect other provisions of the Agreement that can be
given effect without the conflicting provision, and to this end the provisions
of the Agreement shall be severable.


 


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


 


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 given to and received by a party hereto three (3) Business
Days after it shall have 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                           Consent to Receive Information.  By
executing this Agreement the Institution grants permission to FHLBank to send
to the Institution from time to time notices, announcements, press releases and
other communications, some of which may be deemed advertisements, concerning
FHLBank and its products and services and other information 


 

















 


which FHLBank believes may be of interest or benefit to its members, by
mail, delivery service or e-mail, or facsimile to the facsimile number(s) set
forth below the Institution’s signature, or to such other facsimile number(s) as
the Institution shall indicate from time to time.


 


5.13                           Recorded Conversations.  Each
party authorizes the other, in its discretion, to record telephone
conversations between employees or other representatives of the parties
concerning any proposed or actual Advances or other transactions between the
parties.  Such recorded conversations
shall be admissible evidence of the terms and conditions of such transactions
and the parties waive any right to object to the admission of such evidence on
the ground that it is not in writing. 
The parties shall not be obligated to inform the other party of such
recording at any time.


 


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


 


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


 


IN
WITHNESS WHEREOF,  FHLBank 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

  
	
   

  	
   

  	
   

  	
  One
  Security Benefit Place, Suite 100

  
	
   

  	
   

  	
   

  	
  Topeka,
  KS 66606-2444

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Steve
  Cowman

  	
   

  	
  By:

  	
  Matt
  Boatwright

  
	
   

  	
  Senior
  Vice President  & Cashier

  	
   

  	
   

  	
  VP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  Glora
  Mathews

  	
   

  	
  Date:

  	
  11-25-2003

  
	
   

  	
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
  Tad
  Kramar

  
	
  Fax
  No(s): 913-557-4233

  	
   

  	
   

  	
  Asst.
  Secretary