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FEDERAL HOME LOAN BANK SECOND ADDENDUM TO THE "AGREEMENT FOR ADVANCES AND
OF ATLANTA SECURITY AGREEMENT WITH BLANKET FLOATING LIEN"
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MEMBER and BANK, as those terms are defined in the Agreement for Advances
and Security Agreement with Blanket Floating Lien, dated as of April 26, 1996,
between Member and Bank as modified by that certain Addendum to the "Agreement
for Advances and Security Agreement with Blanket Floating Lien, dated as of July
2, 1996 (the "Agreement"), desire to modify the Agreement to supplement the
means by which Member may provide security to Bank. Accordingly, Member and Bank
have executed this Second Addendum as of September 26, 2001, and agree that it
shall be a part of and modify the Agreement, as Addendum No. 2 thereto, as
follows:
1. Section 1.01 is amended to add the following defined terms as paragraphs (R)
and (S):
(R) "Commercial Mortgage Collateral" means Commercial Mortgage Documents
(excluding securitized loans and nonlead or minority participation
interests therein) and all ancillary security agreements, policies and
certificates of insurance, guarantees, evidences of recordation,
applications, underwriting materials, surveys, appraisals, approvals,
permits, notices, opinions of counsel, loan servicing data and all
other electronically stored and written records or materials relating
to the loans evidenced or secured by the Commercial Mortgage Documents.
(S) "Commercial Mortgage Documents" means mortgages secured by a first
lien on property improved by one or more multifamily or commercial
buildings and all mortgage notes evidencing fully disbursed
loans secured by such mortgages and any endorsements or assignments
thereof to the Member.
Section 1.0l (D) is amended by inserting the words ", Commercial Mortgage
Collateral" after the words "First Mortgage Collateral" in the third line
thereof.
Section 1.01 (L) is amended by inserting the words ", Commercial Mortgage
Collateral" after the words "First Mortgage Collateral" in the sixth,
seventh and twelfth lines thereof.
Section 1.01 (P) is amended by deleting the words "or by a first lien on
property improved by one or more multifamily or commercial buildings" after
the word "dwellings" in the second line thereof.
2. Section 3.01 is amended by deleting the last sentence in its entirety and
substituting in lieu thereof the following:
In addition, as security for all Indebtedness, the Member hereby assigns,
transfers, and pledges to the Bank, and grants to the Bank a security
interest in: (i) all Commercial Mortgage Collateral now or hereafter owned
by the Member, and all proceeds thereof, and (ii) all of the Government and
Agency Securities Collateral, Other Mortgage Collateral, and Other
Securities Collateral now or hereafter owned by the Member, and all proceeds
thereof, which is specified pursuant to Section 3.05 or delivered pursuant
to Section 3.06.
3. Section 3.03 (D) is amended by inserting the words ", Commercial Mortgage
Collateral" after the words First Mortgage Collateral" in the first line
thereof.
Section 3.03 (F) is amended by inserting the words ", Commercial Mortgage
Collateral" after the words "First Mortgage Collateral" in the second line
thereof.
Section 3.03 (G) is amended by inserting the words ", Commercial Mortgage
Collateral" after the words "First Mortgage Collateral" in the first line
thereof.
4. Section 3.04 (A) is amended by deleting the subsection in its entirety and
substituting in lieu thereof the following:
(A) The Member shall at all times maintain as Collateral an amount of
Qualifying Collateral which has a Lendable Collateral Value that is at least
equal to the then current required Collateral Maintenance Level. The Member
shall normally discharge this obligation by maintaining First Mortgage
Collateral or Commercial Mortgage Collateral in accordance With the Bank's
Credit and Collateral Policy, as amended from time to time. The Member may
discharge this obligation with Qualifying Collateral that is not First
Mortgage Collateral or Commercial Mortgage Collateral to the extent that
such Collateral is first offered to and specifically accepted by the Bank.
At any time the Member does not own and maintain, in accordance with this
Agreement, First Mortgage Collateral or Commercial Mortgage Collateral that
is Qualifying Collateral with a Lendable Collateral Value that is at least
equal to the then required Collateral
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Maintenance Level (or the Collateral Maintenance Level to be required if any
pending Member advance application is approved), the Member shall deliver to
the Bank a status report and accompanying schedules, all in the form(s)
prescribed by the Bank, specifying and describing Government and Agencies
Security Collateral and/or Other Mortgage Collateral and/or Other Securities
Collateral in an amount which, together with the First Mortgage Collateral
and Commercial Mortgage Collateral that is Qualifying Collateral, is
sufficient to satisfy the requirements of this Section. The Member shall not
assign, pledge, transfer, create any security interest in, sell, or
otherwise dispose of any Collateral if: (i) such Collateral has been
specified or identified pursuant to Section 3.05 hereof or is held by or on
behalf of the Bank pursuant to Section 3.06 hereof, or the Bank has
otherwise perfected its security interest in such behalf Collateral; or (ii)
at the time of or immediately after such action, the Member is not or would
not be in compliance with the collateral maintenance requirements of the
first sentence of this Section 3.04(A) or is otherwise in default under this
Agreement.
Section 3.04 (B) is amended by inserting the words ", Commercial Mortgage
Collateral" after the Words "First Mortgage Collateral" in the sixth line
thereof.
5. Section 3.05 (B) is amended by inserting the words "and Commercial Mortgage
Documents" and "and Commercial Mortgage Collateral" after the words "First
Mortgage Documents" and "First Mortgage Collateral", respectively, in the
first and sixth lines thereof.
6. Section 3.06 (A) is amended by inserting the words ", Commercial Mortgage
Collateral" after the words "First Mortgage Collateral" in the fourth,
ninth and tenth lines thereof, and by inserting the words ", Commercial
Mortgage Documents" after the words "First Mortgage Documents" in the tenth
line thereof.
7. Section 3.12 is amended by inserting the words ", Commercial Mortgage
Collateral" after the words "First Mortgage Collateral" in the second line
thereof.
8. New Documentation. The Member acknowledges that the Bank is in the process
of modifying and updating its form Advances and Collateral documentation
(all modified and updated documents and any new documents, agreements,
certificates or instruments related thereto are hereinafter referred to
collectively as the "New Documentation"), and that this Second Addendum is
an interim document prepared by the Bank to allow its members to pledge
Commercial Mortgage Collateral on an expanded basis until such time as the
New Documentation is ready for use. The Member hereby agrees that upon the
introduction by the Bank of the New Documentation, the Member shall,
promptly upon the request of the Bank, execute and deliver to the Bank the
New Documentation in substitution of the Agreement as modified by this
Second Addendum.
IN WITNESS WHEREOF, Member and Bank have caused this Second Addendum to be
signed in their name by their duly authorized officers.
MEMBER
AmSouth Bank
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(Full Corporate Name of Member)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, EVP & Treasurer
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(Authorized Signature) (Typed Name and Title of Signer)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President
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(Authorized Signature) (Typed Name and Title of Signer)
(Member's Corporate Seal)
FEDERAL HOME LOAN BANK OF ATLANTA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Group Vice President
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(Authorized Officer) (Title)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President
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(Authorized Officer) (Title)
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FEDERAL HOME LOAN BANK OF ATLANTA
MEMBER ACKNOWLEDGEMENT
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AND NOTARIZATION
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STATE OF Alabama )
) ss:
County of Jefferson )
On this 26/th/ day of September, before me personally came ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
and ▇▇▇▇ ▇ ▇▇▇▇▇, to me know, who, being by me duly sworn, did depose and state
that they are the EVP and Senior VP of said Member; the Member described in and
which executed the above instrument; that they know the sea1 of said Member;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors or other governing body of said
Member; and that they signed their names thereto by order of the Board of
Directors or other governing body of said Member and that said ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
and ▇▇▇▇ ▇ ▇▇▇▇▇ acknowledged the execution of said instrument to be the
voluntary act and deed of said Member.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (SEAL)
Notary public Signature
Notary Public in and
for the State of: Alabama
NOTARY PUBLIC STATE OF ALABAMA AT LARGE
MY COMMISSION EXPIRES: June 1, 2005
My Commission expires: BONDED THRU NOTARY PUBLIC UNDERWRITERS
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