EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
IMPERIAL CREDIT SECURED ASSETS CORP.
Kasey Hannah certifies that:
1. She is the sole incorporator of IMPERIAL CREDIT SECURED ASSETS CORP., a
California corporation.
2. She hereby adopts the following amendment of the articles of incorporation
of this corporation:
Article I be added to the Articles of Incorporation of this corporation to
read as follows:
I
The name of the corporation shall be ICIFC Secured Assets Corp.
3. No directors were named in the original articles of incorporation and none
have been elected.
4. No shares have been issued.
I 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 my own knowledge.
Date: July 1, 1996
/s/ Kasey Hannah
----------------------
Kasey Hannah
ARTICLES OF INCORPORATION
OF
IMPERIAL CREDIT SECURED ASSETS CORP.
A California corporation
I
The name of the corporation shall be Imperial Credit Secured Assets
Corp.
II
The purpose of the 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 business or the
practice of a profession permitted to be incorporated by the California
Corporations Code. Notwithstanding the foregoing, the nature of the business or
purposes to be conducted or promoted by the corporation is limited to the
following activities and none other:
A. To acquire, own, hold, transfer, assign, pledge and otherwise deal
with the following (the "Mortgage Collateral"); (i)(a) "fully modified
passthrough" mortgage-backed certificates guaranteed as to timely
payment of principal and interest by the Government National Mortgage
Association; (b) Guaranteed Mortgage Pass-Through Certificates issued
and guaranteed as to timely payment of principal and interest by the
Federal National Mortgage Association; (c) Mortgage Participation
Certificates issued and guaranteed as to timely payment of interest
and principal, in most cases, by the Federal Home Loan Mortgage
Corporation (collectively, the "Agency Certificates"); (d) securities
representing interests in Agency Certificates; or (e) mortgage pass-
through certificates or mortgage collateralized bonds issued by any
other entity with respect to or secured by a pool of mortgage loans
(collectively, "Certificates") which are either owned by the
corporation or granted by a Borrower (as defined below) to secure
payment of Mortgage Backed Notes (as defined below); (ii) mortgage
notes and related mortgages, or interests therein (including, but not
limited to, participation certificates with respect to such mortgage
notes or related mortgages) ("Pledged Mortgages"), which are either
owned by the corporation or granted by a Borrower to secure payment of
a Mortgaged Backed Note; (iii) mortgage backed notes evidencing loans
made by the corporation to commercial banks, saving and loan
associations and savings banks, the deposits of which are
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insured by the Federal Deposit Insurance Corporation ("FDIC"),
affiliates of FDIC insured institutions, and other entities which are
not FDIC insured institutions but are engaged directly, or through the
owners of such entities or their affiliates, in mortgage financing,
origination or funding activities (e.g., mortgage bankers, home
builders and state agencies), or to any other entity (collectively,
the "Borrowers"), which loans are secured by Pledged Mortgages or
Certificates ("Mortgage Backed Notes"); and (iv) real property and any
improvements thereon, including commercial, multifamily and
residential properties ("Properties");
B. To authorize, issue, hold, retain an interest in (including a
subordinated interest), sell, deliver or otherwise deal with (i) bonds
or other evidences of indebtedness ("Bonds") that are secured by a
pledge or other assignment of Mortgage Collateral, reserve funds,
guaranteed investment contracts, letters of credit, insurance
contracts, surety bonds or any other credit enhancement device
(collectively, the "Collateral"), and are rated in one of the three
highest categories as may be designated by any nationally recognized
statistical rating agency, or (ii) mortgage pass-through certificates
which evidence an interest in pools of mortgage loans or other
Mortgage Collateral ("Pass-Through Certificates") that are rated in
one of the three highest categories as may be designated by any
nationally recognized statistical rating agency; provided that one or
more classes of Bonds or Pass Through Certificates of a series issued
by the corporation may be subordinate to other Bonds or Pass-Through
Certificates of such series and need not be so rated;
C. To serve as settlor or depositor of one or more trusts formed to
authorize, issue, sell and deliver Bonds, Pass-Through Certificates or
other certificates of interest that are secured by a pledge or other
assignment of, or represent an interest in, the Collateral and are
rated in one of the three highest categories available by any
nationally recognized rating agency; provided that one or more classes
of an issue of such securities by such trust may be subordinate to
other securities of such issue and not so rated;
D. To do all things as are reasonable or necessary to enable the
corporation to carry out any of the activities specified in paragraphs
A, B and C of this Article II, including entering into loan
agreements, indentures, pooling agreements, insurance agreements,
servicing agreements, reimbursement agreements, issuing debt (subject
to the provisions of this Article II and Article VIII hereof) and
selling residual interests in Mortgage Collateral or selling
certificates of participation or beneficial interests in any trust for
which the corporation serves as depositor or settlor.
III
The name and address in this state of the corporation's initial agent
for service process is: Richard Johnson, 20371 Irvine Ave. #104, Santa Ana
Heights, CA 92707.
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IV
The total number of shares which this corporation is authorized to
issue is Ten Thousand (10,000).
V
The liability of directors of the corporation for monetary damages
shall be eliminated to the fullest extent of the law.
VI
The corporation is authorized to provide indemnification of its agents
(as defined in Section 317 of the California Corporations Code) for breach of
duty to the corporation and its shareholders through by-law provisions or
through agreements with its agents or both, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
to the limits on excess indemnification set forth in Section 204 of the
California Corporations Code.
VII
The affirmative unanimous vote of the holders of all of the
corporation's outstanding common stock and the unanimous vote of the whole board
of directors (including the Independent Director) at any meeting of the board of
directors shall be necessary (i) for the amendment of Articles II, VII, VIII, IX
and X of these Articles of Incorporation and for the amendment of the by-laws of
the corporation; or (ii) before the corporation may take any action to institute
proceedings to have itself adjudicated as bankrupt or insolvent, or consent to
the institution of bankruptcy or insolvency proceedings against it, or seek or
consent to the entry of any order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part of its
property, or seek liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
make any general assignment for the benefit of creditors, or take any corporate
action in furtherance of any of the actions set forth above in this paragraph.
VIII
Notwithstanding any other provision of these Articles of Incorporation
provision of law which otherwise so empowers the corporation, the corporation
shall not perform any act in contravention of any of the following:
A. The corporation shall not (i) consolidate or merge with or into any
other entity or person or transfer its properties and assets
substantially as an entirety to any entity; or (ii) engage in any
other action that bears on whether the separate legal identity of
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the corporation will be respected, including, without limitation (a)
holding itself out as being liable for the debts of any other party,
(b) forming, or causing to be formed, any subsidiaries, or (c) acting
other than in its corporate name and through its duly authorized
officers or agents;
B. The corporation shall not engage in any joint activity or transaction
of any kind with or for the benefit of any Related Company (as defined
below), including loans to or from any Related Company and any
guarantee of the indebtedness of any Related Company, except for (i)
entering into the agreements referenced in Article II hereof; (ii)
purchasing management services and leasing office space or equipment,
in each case only to the extent necessary for the conduct of the
corporation's business; and (iii) payment of lawful dividends and
capital distributions to its shareholder or shareholders;
C. The corporation shall not create, incur, assume, guarantee or in any
manner become liable in respect of any indebtedness, except as stated
in Article II hereof, other than trade payables and expense accruals
incurred in the ordinary course of business and which are incident to
the business purpose of the corporation as stated in Article II; and
D. The corporation shall not commingle its funds and assets with those of
any Related Company.
"Related Company" means the shareholder or shareholders of this
corporation or any entity other than this corporation now or hereafter
controlled directly or indirectly by, or under direct or indirect common control
with, the shareholders of this corporation.
IX
The corporation shall (A) maintain its financial and accounting books
and records separate from those of any other entity or person, (B) pay from its
assets all obligations and indebtedness of any kind incurred by it, and shall
not pay from its assets any obligations or indebtedness of any other entity or
person, (C) transact all business with any Related Party on an arms-length
basis, (D) prepare or cause to be prepared separate tax returns and financial
statements, or if part of a consolidated group, then it will be shown as a
separate member of such group, and (E) observe all corporate formalities
required by these Articles of Incorporation, by-laws and the laws of the State
of California.
X
The corporation shall at all times have at least one director (an
"Independent Director") who shall not have been, at the time of his or her
appointment or at any time in the five (5) years preceding such appointment, (A)
a stockholder, director, officer or an employee of any Related Company or
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affiliate or subsidiary thereof, (B) a customer of or a supplier to any Related
Company or any affiliate or subsidiary thereof, (C) a person or other entity
controlling any such stockholder, director, officer, employee, supplier or
customer, or (D) a member of the immediate family of any such stockholder,
director, officer, employee, supplier or customer of any Related Company or such
subsidiary or affiliate thereof. As used herein, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person or other entity, whether
through ownership of voting securities, by contract or otherwise.
Dated: May 2, 1996
/s/ Kasey Hannah
---------------------------------
Kasey Hannah, Sole Incorporator
I hereby declare that I am the person who executed the foregoing
Articles of Incorporation, which execution is my act and deed.
/s/ Kasey Hannah
---------------------------------
Kasey Hannah, Sole Incorporator
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