EX-10.1.A



 






EXHIBIT 10.1.A


Form of Blanket
Agreement for Advances and Security Agreement, as in effect for
signatories prior to November 21, 2005


FEDERAL HOME LOAN BANK OF CINCINNATI




Blanket Agreement for Advances

and

Security Agreement




Cincinnati, Ohio




______________ ______, 2004




                                                                                                                                                                                                        




the principal place of business of which is located at _________________________________________



(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 CINCINNATI (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



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and/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 in 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) o 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) o 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”).



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



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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 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



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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 collections 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 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



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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 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,



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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.



          (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
inquiry 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 any one or more of the rights and remedies granted
pursuant to this Agreement and/or the Credit Policy and also



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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 the 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 as 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 Borrower’s 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 Borrower’s 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.



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



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	FEDERAL HOME LOAN BANK

           OF CINCINNATI	 	 	 	BORROWER:
	 
	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its Senior Vice President	 	 	 	[Signature of Officer Authorized By Board
to Execute This Agreement]
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its Vice President,	 	 	 	Type Name of Authorized Officer and Title
	   Credit Risk Management	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	And	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	[Signature of Officer Authorized By Board
to Execute This Agreement]
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Type Name of Authorized Officer and Title
	 
	 	 	 	 	 	 	 	 
	Two Witnesses to Signature of	 	 	 	 	 	 
	Borrower’s Officers:	 	 	 	[IMPRESS CORPORATE SEAL HERE OR
	 	 	 	 	 	 	INDICATE “NO CORPORATE SEAL”]
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





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STATE OF                                                                                 )




COUNTY OF                                                                                 ) S:




     On this ___, before me appeared
___, to me personally known, who being by me duly sworn, did say that
he or she 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 or her free act and deed as such officer, for the uses and purposes in said instrument
mentioned.



My commission expires:




	 	 	 
	 

	 	Notary Public,                                                            
	 

	 	(signature)
	 
	 	 
	                                        

	 	County of                                                             
	 
	 	 
	 

	 	State of                                                             
	 
	 	 
	[IMPRESS NOTARY SEAL HERE]
	 	 







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