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.