1
ARTICLES OF RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
FIRST UNION RESIDENTIAL SECURITIZATION TRANSACTIONS, INC.
FIRST: The name of the corporation is First Union Residential
Securitization Transactions, Inc.
SECOND: The articles of incorporation are amended and restated to read
as set forth in Exhibit A attached hereto.
THIRD: The amended and restated articles of incorporation contain
amendments to the articles of incorporation requiring shareholder approval.
FOURTH: The amended and restated articles of incorporation were adopted
effective August 1, 1996, by the unanimous consent of the holder of the one
hundred (100) issued and outstanding shares of capital stock of the corporation.
Dated: August 12, 1996
FIRST UNION RESIDENTIAL SECURITIZATION
TRANSACTIONS, INC.
By: /s/ Robert L. Andersen
------------------------------
Robert L. Andersen
Senior Vice-President
2
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FIRST UNION RESIDENTIAL SECURITIZATION TRANSACTIONS, INC.
1. The name of the corporation is First Union Residential
Securitization Transactions, Inc.
2. The limited purposes of the corporation are to engage in the
following activities:
A. To acquire, own, hold, service, sell, transfer, assign, pledge,
finance, refinance, and otherwise deal with and in: (i) loans, installment sale
agreements, credit agreements or similar instruments or agreements secured by
mortgages, deeds of trust or similar instruments creating first or junior
priority liens on, or security interests in, fee leasehold or other interests in
residential real property, whether or not completed or performing or shares
issued by corporations or partnerships formed for the purpose of cooperative
ownership of any such real property, together with all related personal property
(collectively, "Mortgage Loans"); (ii) certificates, participation interests or
other instruments (including Notes and Certificates, as defined below) that
evidence interests in, or that are secured by, Mortgage Loans, Notes or
Certificates (collectively, "MBS"); and (iii) any property or rights in
property, or agreements or rights in agreements, pertaining to or securing
Mortgage Loans or MBS (collectively, together with the Mortgage Loans and MBS,
"Mortgage Assets");
B. To authorize, offer, issue, sell, transfer or deliver, or
participate in the authorization, offering, issuance, sale, transfer or
delivery of, participation certificates or other evidence of interests in, among
other assets, Mortgage Assets ("Certificates");
C. To authorize, offer, issue, sell, transfer or deliver, bonds, notes
or other evidence of indebtedness secured by Mortgage Assets ("Notes"),
provided, however, that the corporation shall have no liability on any Notes
except to the extent of the Mortgage Assets securing such Notes and any
customary indemnification and repurchase obligations;
D. To hold, and enjoy all of the rights and privileges as a holder of,
any of the Notes or Certificates;
E. To negotiate, authorize, execute, deliver, assume the obligation
under, and perform, any agreement or instrument or document relating to the
activities set forth in paragraphs A through D above, including, but not limited
to, any trust agreement, sales and servicing agreement, pooling and servicing
agreement, indenture, reimbursement agreement, credit support agreement,
mortgage loan purchase agreement, indemnification agreement,
3
placement agreement or underwriting agreement; and
F. To engage in any activity and to exercise any powers permitted to
corporations under the laws of the State of North Carolina that are related or
incidental to the foregoing and necessary, suitable or convenient to accomplish
the foregoing.
3. The corporation shall have the authority to issue 100 shares of
common stock with a par value of $1.00 per share. No holder of shares of any
class of stock of the corporation shall have any pre-emptive or preferential
right to purchase or to subscribe to (i) any shares of any class of the
corporation, whether now or hereafter authorized; (ii) any warrants, rights or
options to purchase any such shares; or (iii) or any securities or obligations
convertible into any shares or into warrants, rights or options to purchase any
such shares.
4. The corporation shall at all times have at least one (1) director
(the "Independent Director") who is not (i) a director, officer or employee of
any affiliate of the corporation other than a special purpose affiliate; (ii) a
person related to any director, officer or employee of any affiliate of the
corporation other than a special purpose affiliate; (iii) a holder (directly or
indirectly) of more than 5% of any voting securities of any affiliate of the
corporation; or (iv) a person related to a holder (directly or indirectly) of
more than 5% of any voting securities of any affiliate of the corporation.
For the purposes of these articles of incorporation, including
particularly this Article 4, the following terms shall have the meanings given
below.
(i) An "affiliate" of a specified person shall mean a person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the specified person.
(ii) The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise; provided, however, that a person shall
not be deemed to control another person solely because he or she is a director
of such other person.
(iii) The term "person" shall mean any individual,
partnership, firm, corporation, limited liability company, association, trust,
unincorporated organization or other entity, as well as any syndicate or group
deemed to be a person pursuant to Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended.
(iv) The term "special purpose affiliate" shall mean an
affiliate of the corporation (a) that does not control the corporation, (b) that
is organized pursuant to a certificate of incorporation or comparable instrument
(the "charter") that requires there to be
4
at least one director or comparable member of the governing body of such
affiliate who meets a test for independence set forth in the charter and without
whose affirmative vote certain specified actions may not be undertaken by such
affiliate and (c) that is authorized to engage in only a limited range of
activities.
5. Without the affirmative vote of a majority of the members of the
board of directors of the corporation (which must include the affirmative vote
of the Independent Director), the corporation shall not (i) dissolve or
liquidate, in whole or in part, or institute proceedings to be adjudicated
bankrupt or insolvent; (ii) consent to the institution of bankruptcy or
insolvency proceedings against it; (iii) file a petition seeking or consent to
reorganization relief under any applicable federal or state law relating to
bankruptcy; (iv) 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; (v) admit in writing its inability to pay its
debts generally as they become due; or (vi) take any corporate action in
furtherance of the actions set forth in clauses (i) through (v) of this Article
5.
6. These articles of incorporation or any provisions hereof may be
amended, altered or repealed in any particular only pursuant to a unanimous
vote of the full board of directors and the Independent Director must
specifically approve and authorize such amendment, alteration or repeal.
7. The corporation shall be operated observing the following
principles:
A. The corporation's assets will not be commingled with those of any
affiliate of the corporation;
B. The corporation will maintain separate corporate records and
books of account from those of any affiliate of the corporation;
C. The corporation has provided and will provide for its operating
expenses and liabilities from its own funds; and
D. The corporation will engage in transactions with affiliates only on
terms and conditions comparable to transactions as they would be undertaken on
an arm's length basis with unaffiliated persons.
5
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FIRST UNION RESIDENTIAL SECURITIZATION TRANSACTIONS, INC.
FIRST: The name of the corporation is First Union Residential
Securitization Transactions, Inc.
SECOND: The articles of incorporation are amended as follows:
(a) Article 5 of the articles of incorporation shall be amended in its
entirety to read as follows:
5. Without the unanimous vote of the members of the board of
directors of the corporation, the corporation shall not (i) dissolve or
liquidate, in whole or in part, or institute proceedings to be adjudicated
bankrupt or insolvent; (ii) consent to the institution of bankruptcy or
insolvency proceedings against it; (iii) file a petition seeking or consent
to reorganization relief under any applicable federal or state law relating
to bankruptcy; (iv) consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the
corporation or substantial part of its property; (v) admit in writing its
debts generally as they become due; or (vi) take any corporate action in
furtherance of the actions set forth in clauses (i) through (v) of this
Article 5.
(b) The following Article 8 shall be added immediately following
Article 7:
8. The corporation shall not issue, assume, pledge or guarantee any
liability, other than administrative expenses of the corporation, unless such
liability is approved in writing by the nationally recognized statistical rating
agencies that have rated any outstanding Notes or Certificates.
THIRD: The foregoing amendments to articles of incorporation require
shareholder approval.
FOURTH: The foregoing amendments were adopted effective August 22,
1996, by
6
the unanimous consent of the holder of the one hundred (100) issued and
outstanding shares of capital stock of the corporation.
Dated: August 22, 1996
FIRST UNION RESIDENTIAL SECURITIZATION
TRANSACTIONS, INC.
By: /s/ Keith D. Lembo
----------------------------------
Keith D. Lembo
Senior Vice-President