State of North Carolina
Department of the Secretary of State
ARTICLES OF ORGANIZATION
INCLUDING ARTICLES OF CONVERSION
Pursuant to ss.ss. 57C-2-21, 57C-9A-01 and 57C-9A-03 of the General Statutes of
North Carolina, the undersigned converting business entity does hereby submit
these Articles of Organization Including Articles of Conversion for the purpose
of forming a limited liability company.
1. The name of the limited liability company is: WACHOVIA ASSET SECURITIZATION
ISSUANCE, LLC. The limited liability company is being formed pursuant to a
conversion of another business entity.
2. The name of the converting business entity is WACHOVIA ASSET
SECURITIZATION, INC. and the organization and internal affairs of the
converting business entity are governed by the laws of the state or country
of North Carolina.
A plan of conversion has been approved by the converting business entity as
required by law.
3. The converting business entity is a (check one): [X] domestic corporation;
[ ] foreign corporation; [ ] foreign limited liability company; [ ]
domestic limited partnership; [ ]foreign limited partnership; [ ] domestic
registered limited liability partnership; [ ] foreign limited liability
partnership; or [ ] other partnership as defined in G.S. 59-36, whether or
not formed under the laws of North Carolina.
4. If the limited liability company is to dissolve by a specific date, the
latest date on which the limited liability company is to dissolve: (If no
date for dissolution is specified, there shall be no limit on the duration
of the limited liability
company.)__________________________________________________
5. The name and address of each person executing these articles of
organization is as follows: (State whether each person is executing these
articles of organization in the capacity of a member, organizer or both).
ROBERT J. HAHN, ORGANIZER
C/O HUNTON & WILLIAMS LLP
101 S. TRYON STREET, SUITE 3500
CHARLOTTE, NC 28280
6. The street address and county of the initial registered office of the
limited liability company is:
Number and Street: 327 HILLSBOROUGH STREET
City, State, Zip Code: RALEIGH, NC 27603 County: WAKE
7. The mailing address is the same as that of the initial registered office.
8. The name of the initial registered agent is: CORPORATION SERVICE COMPANY
CORPORATIONS DIVISION P.O. BOX 29622 RALEIGH, NC 27626-0622
(Revised January 200) (Form L-01A)
9. Principal office information: (Select either a or b.)
a. [X] The limited liability company has a principal office.
o The street address and county of the principal office of the
limited liability company is:
Number and Street: ONE WACHOVIA CENTER, 301 SOUTH COLLEGE STREET,
SUITE D
City, State, Zip Code: CHARLOTTE, NC 28202-5578
County: MECKLENBURG
The mailing address, if different from the street address, of the
principal office of the limited liability company is:
Not Applicable.
b. The limited liability company does not have a principal office.
10. Check one of the following:
[ ] (i) Member-managed LLC: all members by virtue of their status as
members shall be managers of this limited liability company.
[X] (ii) Manager-managed LLC: except as provided by N.C.G.S. Section
57C-3-20(a), the members of this limited liability company shall not
be managers by virtue of their status as members.
11. Any other provisions which the limited liability company elects to include
are attached. None.
12. These articles will be effective upon filing.
This is the 30th day of October 2003.
ORGANIZER
/s/ Robert J. Hahn
------------------------------------
Robert J. Hahn, Esquire
NOTES:
1. Filing fee is $125. This document must be
CORPORATIONS DIVISION P.O. BOX 29622 RALEIGH, NC 27626-0622
(Revised January 200) (Form L-01A)