FEDERAL HOME LOAN BANK OF DES MOINES
Des Moines, Iowa
AGREEMENT FOR ADVANCES, PLEDGE AND SECURITY AGREEMENT
Blanket Pledge
This Agreement for Advances, Pledge and Security Agreement ("Agreement"),
effective the 3rd day of May, 1993, is entered between Allegiant Bank
("Member"), with principal offices at 0000 X. Xxxxx, Xx. Xxxxx, XX 00000
and the Federal Home Loan Bank of Des Moines ("Bank"), with principal
offices at 000 Xxxxxx, Xxx Xxxxxx, Xxxx 00000.
WHEREAS, The Bank in accordance with the Federal Home Loan Bank Act,
regulations and directives of the Federal Housing Finance Board, and
policies promulgated by its own Board, makes available advances to its
members. The available advances are set forth by the Bank in a statement
of "Credit Policy," as may be amended from time to time.
WHEREAS, The member may, from time to time, apply for an advance or
advances which may be available to it.
NOW THEREFORE, For valuable consideration and with respect to each
and every such advance, the Parties agree as follows:
SECTION 1. CONFIRMATION OF ADVANCE. To be bound by the terms and
conditions set forth herein, in the confirmation of advance issued with
respect to each advance, and in the Bank's Credit Policy as may be amended
from time to time. A confirmation of advance shall mean a writing or
machine readable electronic transmission in such form or forms as may be
determined by the Bank from time to time.
SECTION 2. PAYMENT TO THE BANK. To repay each and any advance together
with interest thereon according to the confirmation of each such advance
communicated to the Member by the Bank, together with any unpaid costs and
expenses in connection therewith. Such payment shall be made at the office
of the Bank in Des Moines, Iowa, or at such other place as the Bank, or its
successors or assigns, may from time to time appoint in writing.
The default rate on past due principal and interest may, at the option
of the Bank, be at a rate of 1% per annum higher than the then current rate
being charged by the Bank for advances.
SECTION 3. ASSIGNMENT TO BANK OF SECURITY INTEREST IN BANK STOCK. The
Member hereby assigns, transfers and pledges to the Bank, its successors
and assigns, all stock of the Federal Home Loan Bank of Des Moines
owned by the Member as collateral security for payment of any and all
Indebtedness, whether in the nature of an advance or otherwise, of the
Member to the Bank, its successors and assigns.
SECTION 4. ASSIGNMENT OF SECURITY INTEREST IN OTHER COLLATERAL.
As additional collateral security for any and all such advances, Member
assigns, transfers, and pledges to the Bank, its successors or assigns,
each and every note or other instrument evidencing a debt and any
mortgage, deed of trust, title, or document of title securing it; all
securities (including, but not limited to mortgage-backed securities issued
or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal
National Mortgage Association, obligations of or guaranteed by the
United States or any agency thereof, share certificates or other
participation interests in any securities trust, mortgage loan participation
certificates); all contract for deeds; all chattel paper; any chose in
action; all general intangibles; all deposit accounts; certificates of
deposit; and proceeds from any of the above (hereinafter "Collateral").
With respect to such Collateral, Member undertakes and agrees as follows:
A. That such security interest shall extend to after acquired Collateral
of a similar nature;
B. That the Member shall be at liberty to use, commingle, and dispose
of all or part of the Collateral, and to collect, compromise, and dispose
of the proceeds of the Collateral without being required to account for
the proceeds or replace the Collateral subject only to its obligation
to maintain the Collateral as herein provided;
C. To keep and maintain such Collateral free and clear of pledges,
liens, and encumbrances to others as the required collateral maintenance
level. The "required collateral maintenance level" means the amount of
collateral the member is required to maintain free and clear of pledge,
liens, and encumbrances to others as set forth from time to time in the
Credit Policy:
D. To assemble and deliver Collateral to the Bank or its authorized
agents immediately upon demand of the Bank; and as specified by the Bank
in its Credit Policy from time to time, and to pay for the safekeeping
collateral as established by the Bank;
E. To make, execute, and deliver to the Bank such assignments,
endorsements, listings, powers, financing statements or other instruments
as the Bank may reasonably request respecting such Collateral.
SECTION 5. DUTY TO USE REASONABLE CARE. In the event Member delivers
security to Bank or its Agent pursuant to paragraph 4 above, the duty
of the Bank with respect to said security shall be solely to use
reasonable care in the custody and preservation of the security in its
possession.
SECTION 6. ADDITIONAL SECURITY. Member shall assign additional or
substituted Collateral for such advances at any time the Bank shall deem
it necessary for the Bank's protection.
SECTION 7. EVENTS OF DEFAULT. The Bank may consider the Member in
default hereunder upon the occurrence of any of the following events or
conditions:
A. Failure of the Member to pay any interest, or repay any principal,
or any advances as herein required; or
B. Breach or failure to perform by the Member of any covenant, promise,
condition, obligation or liability contained or referred to herein, or
any other agreement to which the Member and the Bank are parties; or
C. Proof being made that any representations, statements or warranty
made or furnished in any manner to the Bank by or on behalf of the Member
in connection with all or part of any advance was false in any material
respect when made or furnished; or
D. Loss, theft, damage, destruction, sale or encumbrance to or of
any of the Collateral except as herein permitted, or the making of any
levy, seizure or attachment thereof or therein; or
E. Any tax levy, attachment, garnishment, levy of execution or other
process issued against the Member or the Collateral; or
F. Any suspension of payment by the Member to any creditor or any
events which results in acceleration to the maturity of any indebtedness
of the Member to others under any indenture, agreement or undertaking or
G. Application for, or appointment of, a receiver of any part of the
property of the Member, or in case of adjudication of insolvency, or
assignment for benefit of creditors, or general transfer of assets by
the Member, of if management of the Member is taken over by any
supervisory authority, or in case of any other form of liquidation,
merger, sale of assets or voluntary dissolution, or upon termination
of the membership of the Member in the Federal Home Loan Bank of
Des Moines, or in the case of advances made under the provisions of 12
U.S.C. Section 1431(g)(4), if at any time thereafter the creditor
liabilities of the Member, excepting its liabilities to the Bank,
are increased in any manner to an amount exceeding 5% of its net
assets or;
H. Determination by the Bank that a material adverse change has
occurred in the financial condition of the Member from that disclosed
at the time of the making of any advance, or from the condition of the
Member as theretofore most recently disclaimed to the Bank in any
manner; or
I. If the Bank reasonably and in good xxxxx xxxxx itself insecure
even though the Member is not otherwise in default.
SECTION 8. BANK REMEDIES IN THE EVENT OF DEFAULT. At any time after
any default as herein before provided, the Bank may, at its option,
declare the entire amount of any and all advances to be immediately due
and payable. The Bank shall have all of the remedies of a secured party
under the Uniform Commercial Code of the State of Iowa. In addition
thereto, the Bank may take immediate possession of any of the Collateral
or any part thereof wherever the name may be found. The Member agrees to
pay all the costs and expenses of the Bank in the collection of the
secured indebtedness and enforcement of the Bank's rights hereunder
including, without limitation, reasonable attorney's fees. The Bank
may sell the Collateral or any part thereof in such manner and for
such price as the Bank deems appropriate without any liability for any
loss due to decrease in the market value of the Collateral during the
period held. The Bank shall have the right to purchase all or part of
the Collateral at public or private sale. If any notification of intended
disposition of any of the Collateral is required by law, such notification
shall be deemed reasonable and properly given if mailed, postage prepaid,
at least five days before any such disposition to the address of the
Member appearing on the records of the Bank. The proceeds of any sale
shall be applied in the following order: First, to pay all costs and
expenses of every kind for the care, collection, safekeeping, sale,
foreclosure, delivery or otherwise respecting the Collateral (including
expenses incurred in the protection of the Bank's title to or lien upon
or right in any of the Collateral, expenses for legal services of any
kind in connection therewith or in making any such sale or sales,
insurance, commission for sales and guaranty); then to interest on all
indebtedness of the Member to the Bank; then to the principal amount
of any such indebtedness whether or not such indebtedness is due or
accrued. The Bank, at its discretion, may apply any surplus to indebtedness
of Member to third parties claiming a secondary security interest in the
Collateral. Any remaining surplus shall be paid to the Member.
SECTION 9. APPOINTMENT OF BANK AS ATTORNEY-IN-FACT. In the event of
default, and without limiting any other rights the Bank might have as a
secured party under the Uniform Commercial Code of Iowa, or the laws
of any jurisdiction under which Bank might be exercising rights
hereunder, and under this Agreement, Member does hereby make, constitute
and appoint Bank its true and lawful attorney-in-fact to deal with the
Collateral and, in its name and stand to release, collect, compromise,
settle and release or record any mortgage of deed or trust which in a part
of such Collateral as fully as the Member could do if acting for itself.
The powers herein granted are coupled with an interest, and are
irrevocable, and full power of substitution is granted to the Bank in the
premises.
SECTION 10. AUDIT AND VERIFICATION OF COLLATERAL. In extension and not
in limitation of all requirements of law respecting examination of the
Member by or on behalf of the Bank, the Member agrees that all Collateral
pledged hereunder shall always be subject to audit and verification by or
on behalf of the Bank in its corporate capacity.
SECTION 11. RESOLUTION TO BE FURNISHED BY MEMBER. Member agrees to
furnish to the Bank from time to time a certified copy of resolution of
its Board of Directors or other governing body authorizing such of the
Member's officers, as the Member shall select, to apply for advances
from the Bank. Unless the Bank shall be otherwise notified in writing, the
Bank may honor applications made by such officers other than in writing; but,
in such event the member shall confirm such application for advance in
writing on forms furnished by the Bank. But the Member shall forever be
stopped to deny its obligation to repay such advance whether or not an
application in writing is ever received by the Bank so long only as the
advance is made in good faith by the Bank on the request of an officer
or employee so authorized by the Member.
SECTION 12. APPLICABILITY OF BANK ACT. In addition to the terms and
conditions herein specifically set forth, all advances are subject to the
rights, powers, privileges and duties conferred upon the Federal Housing
Finance Board, the Federal Home Loan Banks, and on member institutions by
the Act of Congress entitled, "Federal Home Loan Bank Act, as amended."
SECTION 13. JURISDICTION. In any action or proceeding brought by the
Bank or the Member in order to enforce any right or remedy under this
Agreement, Member will submit to the jurisdiction of the United States
District Court for the Southern District of Iowa, or if such action or
proceeding may not be brought in Federal Court, the jurisdiction of the
Iowa District Court in Polk County.
If any action or proceeding is brought by the Member seeking to
obtain relief against the Bank arising out of this Agreement and such
relief is not granted by a court of competent jurisdiction, the Member
will pay all attorney's fees and court costs incurred by the Bank
in connection therewith.
SECTION 14. CHOICE OF LAW. This Agreement shall be construed and
enforced according to the laws of the State of Iowa, except that the
rate of interest on advances hereunder shall be governed by the
provisions of 12 U.S.C. Section 1430 (as amended).
SECTION 15. AGREEMENT CONSTITUTES 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 that relate to the subject matter
except that: The Credit Policy as duly adopted by the Bank's Board of
Directors from time to time shall be incorporated herein, unless agreed
to in writing by both parties. Advances made by the Bank to Member prior
to the execution of this Agreement shall continue to be governed
exclusively by the terms of the prior agreements pursuant to which such
advances were made, except that (i) any default thereunder shall
constitute default hereunder, (ii) Collateral furnished as security
hereunder shall also secure such prior advances and (iii) the rights
and obligations with respect to such Collateral shall be governed by the
terms of this Agreement.
SECTION 16. SECTION HEADINGS. Section headings are not to be
considered part of this Agreement. Section headings are solely for
convenience of reference, and shall not affect the meaning of
interpretation of this Agreement or any of its provisions.
SECTION 17. SEVERABILITY OF SECTIONS. If any section or portion
thereof is deemed void in any legal proceeding, the remainder of the
Agreement shall remain in full force and effect.
SECTION 18. The person signing this document on behalf of the Member
represents that its execution was authorized by appropriate action of
the directors of the Member which was completed on the 22nd day of
April, 1993, and that such action is duly reflected in the records of
the Member.
Allegiant Bank FEDERAL HOME LOAN BANK OF DES MOINES
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(Full Corporate Name of Member)
By: /s/ Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President Title: Senior Vice President
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Date: May 3, 1993 Date: May 4, 1993
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By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Title: President/CEO Title: Vice President
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Date: May 3, 1993 Date: May 4, 1993
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