CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
IMPERIAL CREDIT COMMERCIAL MORTGAGE
SECURITIZATION CORP.
The undersigned certify that:
1. They are the president and the secretary, respectively, of Imperial
Credit Commercial Mortgage Securitization Corp., a California corporation (the
"Corporation").
2. Article I of the Articles of Incorporation of the Corporation is amended
to read as follows:
"Article I
The name of the corporation is IMPERIAL CREDIT COMMERCIAL
MORTGAGE ACCEPTANCE CORP."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors of the Corporation.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902,
California Corporations Code. The total number of outstanding shares is 500 all
of which voted in favor of the amendment.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: March 20, 1998.
/s/ Mark S. Karlan
-----------------------------
Mark S. Karlan, President
/s/ Norbert M. Seifert
-----------------------------
Norbert M. Seifert, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
IMPERIAL CREDIT MORTGAGE SECURITIZATION CORP.
The undersigned certify that:
1. They are all of the directors of the Imperial Credit Mortgage
Securitization Corp., a California corporation (the "Corporation").
2. Article I of the Articles of Incorporation of the Corporation is amended
to read as follows:
"Article I
The name of the corporation is IMPERIAL CREDIT COMMERCIAL
MORTGAGE SECURITIZATION CORP."
3. No shares have been issued.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated: October 10, 1997.
/s/ H. Wayne Snavely
-----------------------------
H. Wayne Snavely
/s/ Kevin E. Villani
-----------------------------
Kevin E. Villani
/s/ Mark S. Karlan
-----------------------------
Mark S. Karlan
ARTICLES OF INCORPORATION
OF
IMPERIAL CREDIT MORTGAGE SECURITIZATION CORP.
ARTICLE 1.
NAME
The name of this corporation is Imperial Credit Mortgage Securitization
Corp.
ARTICLE II.
PURPOSE
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business, or the
practice of a profession permitted to be incorporated by the California
Corporations Code (the "Code").
ARTICLE III.
INITIAL AGENT
The name of this corporation's initial agent for service of process is:
J.A. Shafran, Esq.
Sonnenschein Nath & Rosenthal
601 S. Figueroa St.
Suite 1500
Los Angeles, CA 90017
ARTICLE IV.
INITIAL DIRECTORS
The names and addresses of the initial directors of the Corporation are
H. Wayne Snavely
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Blvd., Bldg. One, Suite 110
Torrance, California 90505
Kevin E. Villani
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Blvd., Bldg. One, Suite 210
Torrance, California 90505
Mark S. Karlan
11601 Wilshire Blvd., Suite 2080
Los Angeles, California 90025
ARTICLE V.
STOCK
(a) This corporation has authority to issue one hundred thousand (100,000)
shares of Common Stock ("Common Stock"). Each share of Common Stock shall
entitle the holder to one vote.
(b) The board of directors of the corporation may authorize the issuance
from time to time of shares of stock of the corporation of any class or series,
whether now or hereafter authorized, for such consideration as the board of
directors of the corporation may deem advisable. The board of directors may
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued class of shares or any wholly unissued
series of any class of shares.
ARTICLE VI.
LIMITATION OF LIABILITY
The personal liability of the directors of the corporation for monetary
damages in an action for breach for a director's duties to the corporation and
its shareholders (as set forth in Section 309 of the Code) shall be eliminated,
subject to the limits set forth in Section 204(a)(10) of the Code.
ARTICLE VII.
INDEMNIFICATION
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Code) for breach of duty to the corporation and
its shareholders through bylaw provisions or through agreements with the agents,
or both, in excess of the indemnification otherwise permitted by Section 317 of
the Code, subject to the limits on such excess indemnification set forth in
Section 204(a)(11) of the Code.
/s/ H. Wayne Snavely
-----------------------------
H. Wayne Snavely
/s/ Kevin E. Villani
-----------------------------
Kevin E. Villani
/s/ Mark S. Karlan
-----------------------------
Mark S. Karlan
We declare that we are the persons who executed the foregoing articles of
incorporation which execution is our act and deed.
/s/ H. Wayne Snavely
-----------------------------
H. Wayne Snavely
/s/ Kevin E. Villani
-----------------------------
Kevin E. Villani
/s/ Mark S. Karlan
-----------------------------
Mark S. Karlan