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:
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(a)
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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.
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(b)
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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.
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(c)
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Gold Bank is
in compliance with all of its obligations under the Advances and
Security Agreement.
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(d)
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After giving
effect to the Bank's securit
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