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ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT

Assumption Agreement

ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT | Document Parties: GOLD BANC CORP INC | FEDERAL HOME LOAN BANK OF ATLANTA You are currently viewing:
This Assumption Agreement involves

GOLD BANC CORP INC | FEDERAL HOME LOAN BANK OF ATLANTA

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Title: ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT
Date: 3/16/2005
Industry: Regional Banks     Sector: Financial

ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT, Parties: gold banc corp inc , federal home loan bank of atlanta
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Exhibit 10.30

ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT

          THIS ACKNOWLEDGMENT AND ASSUMPTION AGREEMENT (" Agreement ") is made and entered into as of the 27th day of October, 2004, by and between GOLD BANK , a Kansas banking corporation (" Gold Bank "), and the FEDERAL HOME LOAN BANK OF ATLANTA , a corporation organized and existing under the laws of the United States of America ("Bank').

WITNESSETH:

          WHEREAS , Gold Bank, a Florida banking corporation (" Gold Bank–FL" ) merged into Gold Bank on August 31, 2004 (the " Merger "), and the consolidated entity will operate under the charter and name of Gold Bank, which is a member of the Federal Home Loan Bank of Topeka, a corporation organized and existing under the laws of the United States of America;

          WHEREAS , Gold Bank-FL's status as a member of the Bank terminated at the time of the Merger;

          WHEREAS , Gold RE Holdings–III, LLC, a Florida limited liability company and an affiliate of Gold Bank–FL (" Gold Bank–FL Affiliate "), merged into Gold RE Holdings–I, LLC, a Delaware limited liability company and an affiliate of Gold Bank (" Gold Bank Affiliate "), on August 31, 2004, and the consolidated entity will operate under the articles of organization and name of Gold RE Holdings–I, LLC as an affiliate of Gold Bank;

          WHEREAS , Gold Bank–FL and Bank entered into that certain Agreement for Advances and Security Agreement with Blanket Floating Lien, dated as of December 21, 1994, between Gold Bank–FL (then named American Bank of Bradenton) and Bank, as amended by Addendum to "Agreement for Advances and Security Agreement with Blanket Floating Lien" dated December 2, 1996 (collectively, the " Advances and Security Agreement" ) and. that certain Joinder Agreement, dated as of December 31, 2003, between Gold Bank–FL, Gold Bank–FL Affiliate and Bank (the " Joinder Agreement ");

          WHEREAS , the parties desire to acknowledge and confirm that Gold Bank–FL's rights and obligations relating to or arising under the Advances and Security Agreement have been transferred to and assumed by Gold Bank, and to set forth certain agreements and consents with respect to such transfer and assumption; and

          WHEREAS , the Bank has agreed to consent to the Merger, permit the assumption of the outstanding Obligations (as defined herein) by Gold Bank, and release certain collateral securing the Obligations, so long as Gold Bank agrees to the terms and conditions of this Agreement, including, without limitation, that Gold Bank pledge Capital Stock (as defined in the Advances and Security Agreement), Government and Agency Securities Collateral (as defined in the Advances and Security Agreement) and Other Securities Collateral (as defined in the Advances and Security Agreement) in accordance with the Bank's credit and collateral policies from time to time, to support the obligations of Gold Bank to the Bank.

          NOW, THEREFORE , for and in consideration of the foregoing premises, the agreements, representations, warranties and covenants herein contained, and other good and


valuable consideration, the receipt and sufficiency of which are acknowledged by Gold Bank and the Bank, the parties agree as follows:

           1. Representations and Warranties . Gold Bank hereby represents and warrants to the Bank as follows:

 

(a)

Gold Bank has all requisite power and authority to take any and all actions provided for in, or contemplated by, this Agreement. This Agreement has been duly and validly executed and delivered by Gold Bank, and this Agreement constitutes the valid and legally binding obligation of such party enforceable against Gold Bank in accordance with its terms.

 

 

 

 

(b)

Upon the assumption contemplated by-this Agreement, Gold Bank acknowledges receipt of the Advances and Security Agreement and Gold Bank hereby reaffirms, with respect to itself, each and every representation, warranty and covenant of Gold Bank-FL set forth in the Advances and Security Agreement.

 

 

 

 

(c)

Gold Bank is in compliance with all of its obligations under the Advances and Security Agreement.

 

 

 

 

(d)

After giving effect to the Bank's securit


 
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