CERTIFICATE OF INCORPORATION
OF
NATIONSLINK FUNDING CORPORATION
ARTICLE FIRST
The name of the corporation is NationsLink Funding Corporation.
ARTICLE SECOND
The address of the corporation's registered office in the State of Delaware
is Corporation Trust Center, 11209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE THIRD
The nature of the business or purposes to be conducted or promoted by the
corporation is to engage solely in the following activities:
(a) to acquire, own, hold, sell, transfer, assign, issue, pledge,
finance, refinance, administer and otherwise deal with (i) mortgage-backed
securities, mortgage participation certificates, or any other certificate
or security, and the beneficial ownership interest evidenced by such
certificate or security, backed by or evidencing an interest in a pool of
single family or multifamily residential or commercial mortgage loans; (ii)
mortgage loans secured by mortgages, deeds of trust or similar first or
junior liens on single family or multifamily residential properties,
commercial properties or real estate projects under construction, whether
or not guaranteed or insured, in whole or in part, by any governmental
agency; and (iii) related insurance policies, cash, marketable securities
and any other assets designed to assure the servicing or timely
distribution of proceeds of such mortgage loans and any proceeds or further
rights associated with any of the foregoing (collectively, the "Mortgage
Assets");
(b) to establish one or more trusts (each, a "Trust") to engage in any
one or more of the activities described in (a) above, each of which Trusts
will deliver to the corporation certificates ("Trust Certificates")
representing the ownership interest in the assets of such Trust, and to
acquire, own, hold, sell, transfer, assign, pledge, finance, and otherwise
deal with any or all of the Trust Certificates in any Trust that it
establishes; and
(c) to engage in any activity and to exercise any powers permitted to
corporations under the laws of the State of Delaware that are related or
incidental to the foregoing and necessary, convenient or advisable to
accomplish the foregoing. ARTICLE FOURTH
Notwithstanding any other provision of this certificate of incorporation
and any provision of law that otherwise so empowers the corporation, without the
affirmative vote of 100% of the members of the board of directors of the
corporation, including the affirmative vote of any Independent Directors (as
defined in the by-laws), the corporation shall not do any of the following:
(a) engage in any business or activity other than those set forth in
Article Third;
(b) incur any indebtedness, or assume or guaranty any indebtedness of
any other entity, other than (i) capital stock liabilities, (ii)
indebtedness secured by a security interest in one or more mortgage-backed
certificates or securities, or mortgage loans, the terms of payment of
which indebtedness are such that payments of principal and interest payable
on such mortgage-backed certificates or securities, or such mortgage loans,
as the case may be, will, if paid in a timely manner, repay such
indebtedness when due, (iii) indebtedness to NationsBanc Mortgage Capital
Corporation or any affiliate thereof incurred or guaranteed in connection
with the corporation's acquisition of Mortgage Assets, which indebtedness
will be nonrecourse to the corporation but secured by such Mortgage Assets
purchased thereby with such indebtedness and (iv) indebtedness with respect
to which the person to whom the indebtedness is owing has delivered to the
corporation an undertaking that it will not institute against, or join any
other person in instituting against, the corporation any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceeding under any federal or state bankruptcy or similar law, that it
will not look to property or assets of the corporation in respect to such
obligations, and that such obligations shall not constitute a claim against
the corporation in the event that the corporation's assets are insufficient
to pay in full such obligation;
(c) dissolve or liquidate, in whole or in part;
(d) consolidate or merge with or into any other entity or convey or
transfer its properties and assets substantially as an entirety to any
entity, unless:
(i) the entity (if other than the corporation) formed or
surviving the consolidation or merger or which acquires the properties
and assets of the corporation is organized and existing under the laws
of the State of Delaware, expressly assumes the due and punctual
payment of, and all obligations of the corporation in connection with,
the indebtedness of the corporation, and has a certificate of
incorporation containing provisions substantially identical to the
provisions of Article Third and this Article Fourth; and
(ii) immediately after giving effect to the transaction, no
default or event of default has occurred and is continuing under any
indebtedness of the corporation or any agreements relating to such
indebtedness;
(e) institute proceedings to be adjudicated bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency proceedings against
it, or file a petition seeking consent to reorganization or relief under
any applicable federal or state law relating to bankruptcy, or consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the corporation or a substantial part of its
property, or make any assignment for the benefit of creditors, or admit in
writing its inability to pay its debts generally as they become due, or
take corporate action in furtherance of any such action;
(f) issue any shares of stock in the corporation except to NationsBanc
Mortgage Capital Corporation or an affiliate of NationsBanc Mortgage
Capital Corporation; or
(g) amend this certificate of incorporation to alter in any manner or
delete Article Third or this Article Fourth.
ARTICLE FIFTH
The total number of shares of stock which the corporation has authority to
issue is 1,000 shares of Common Stock, with a par value of $1.00 per share.
ARTICLE SIXTH
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
Robert W. Long, Jr. NationsLink Funding Corporation
NationsBank Corporate Center
100 North Tryon Street, NC1-007-20-01
Charlotte, North Carolina 28255
ARTICLE SEVENTH
The corporation is to have perpetual existence.
ARTICLE EIGHTH
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the corporation is expressly authorized to make, alter
or repeal the by-laws of the corporation.
ARTICLE NINTH
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE TENTH
To the fullest extent permitted by the General Corporation Law of the State
of Delaware as the same exists or may hereafter by amended, a director of the
corporation shall not be liable to the corporation or its director. Any repeal
or modification of this Article Tenth shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE ELEVENTH
The corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
/s/ Robert W. Long, Jr.
-----------------------
Robert W. Long, Jr.
Incorporator