OPERATING AGREEMENT
OF
WACHOVIA ASSET SECURITIZATION ISSUANCE, LLC
THIS OPERATING AGREEMENT is made and executed as of the _____ day of
October 2003 by Wachovia Bank, National Association (the "Member") and the
Managers (as defined below). Robert J. Hahn as the sole organizer of Wachovia
Asset Securitization Issuance, LLC (the "Company") hereby consents to the
execution of this Operating Agreement by the Managers and by Wachovia Bank,
National Association as the sole Member of the Company. Solely for federal and
state tax purposes and pursuant to Treasury Regulations Section 301.7701, the
Member and the Company intend the Company to be disregarded as an entity that is
separate from the Member. For all other purposes (including, without limitation,
limited liability protection for the Member from Company liabilities), however,
the Member and the Company intend the Company to be respected as a separate
legal entity that is separate and apart from the Member.
ARTICLE 1
DEFINITIONS
The following terms used in this Operating Agreement shall have the
following meanings:
"Act" shall mean the North Carolina Limited Liability Company Act, as
amended from time to time.
"Articles of Organization" shall mean the Articles of Organization
including Articles of Conversion of the Company as filed with the Secretary of
State of North Carolina, as amended from time to time.
"Capital Contribution" shall mean any contribution to the capital of
the Company in cash or property by the Member whenever made.
"Cash Flow" shall mean the gross cash proceeds from the operation of
the Company's business less the portion thereof used to establish Reserves for
or to pay Company expenses, debt payments and capital expenditures. "Cash Flow"
shall include any net cash proceeds from the sale or disposition of Company
property and from the refinancing of indebtedness of the Company, shall be
increased by any reduction of Reserves previously established by the Member, and
shall not be reduced by depreciation, cost recovery, amortization or similar
non-cash deductions.
"Company" shall refer to Wachovia Asset Securitization Issuance, LLC.
"Entity" shall mean any general partnership, limited partnership,
limited liability partnership, limited liability company, corporation, joint
venture, trust, business trust, cooperative, association, foreign trust, foreign
business organization or other business entity.
"Fiscal Year" shall mean the period terminating on December 31st of
each year during the term hereof or on such earlier date on which the Member's
taxable year ends.
"Independent Manager" shall mean a Person who (1) is not an owner,
stockholder, director, officer, employee or associate, or any relative of the
foregoing, of any Member or Member's affiliate (other than the Company), all as
provided in its organizational documents, (2) has (i) prior experience as an
independent manager or independent director for a limited liability company or a
corporation, respectively, whose organizational documents required the unanimous
consent of all independent
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managers or independent directors, as the case may be, before such company could
consent to the institution of bankruptcy or insolvency proceedings against it or
could file a petition seeking relief under any applicable federal or state law
relating to bankruptcy and (ii) at least three years of employment experience
with one or more entities that provide, in the ordinary course of their
respective business, advisory, management or placement services to issuers of
securitization or structured finance instruments, agreements or securities.
"Initial Capital Contribution" shall mean the initial contribution to
the capital of the Company pursuant to Paragraph 6.01 of this Operating
Agreement.
"Majority of Managers" means a combination of Managers, including at
least one (1) Independent Manager, constituting more than fifty percent (50%) of
the number of Managers then elected and qualified.
"Manager" means each Person executing this Agreement as a Manager, any
other Person that succeeds such Manager or any other Person elected to act as
Manager of the Company as provided in this Agreement. "Managers" refers to such
Persons as a group
"Member" shall mean the Person who executed a counter part of this
Operating Agreement as a Member and any Person who may hereafter become a member
of the Company.
"Net Profits" and "Net Losses" shall mean the income, gain, loss,
deductions and credits of the Company in the aggregate or separately stated, as
appropriate, as of the close of each Fiscal Year.
"Operating Agreement" shall mean this Operating Agreement as originally
executed and as amended from time to time.
"Person" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such "Person,"
where the context so permits.
"Representative" shall mean the legally appointed guardian of a
mentally incapacitated Member, the conservator of a mentally incapacitated
Member's assets or the legally appointed and qualified executor or personal
representative of the estate of a deceased Member. In the event no such
guardian, executor or personal representative is appointed, then the
Representative shall mean the spouse of such incapacitated or deceased Member,
or if such Member does not have a spouse or the spouse is not then living or is
unable or unwilling to act, such Member's then living lineal descendants who are
willing and capable of acting, one at a time in descending order of age but in
no event younger than 21 years of age or, if none, such Member's then-living
lineal ancestors who are willing and capable of acting, one at a time and in
ascending order of age.
"Reserves" shall mean funds set aside or amounts allocated to reserves
which shall be maintained in amounts deemed sufficient by the Member for working
capital and to pay taxes, insurance, debt service or other costs or expenses
incident to the ownership or operation of the Company's business.
ARTICLE 2
FORMATION OF COMPANY
Paragraph 2.01 Formation. The Company has been organized as a North
Carolina limited liability company by executing and delivering Articles of
Organization to the North Carolina Secretary of State in accordance with and
pursuant to the Act.
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Paragraph 2.02 Name. The name of the Company is "Wachovia Asset
Securitization Issuance, LLC."
Paragraph 2.03 Term. There shall be no limit on the duration of the
Company, which shall continue in existence until dissolved and its affairs wound
up in accordance with the provisions of this Agreement and the Act.
Paragraph 2.04 Nature of Member's Interest. The interest of the sole
Member in the Company shall be personal property for all purposes. Legal title
to all Company assets shall be held in the name of the Company.
ARTICLE 3
BUSINESS OF COMPANY
Paragraph 3.01 Purpose. The Company has been formed for the following
limited purposes:
(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 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 company 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,
placement agreement or underwriting agreement; and
(f) To engage in any activity and to exercise any powers permitted to
limited liability companies 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.
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ARTICLE 4
MANAGEMENT OF THE COMPANY
Paragraph 4.01 Management of Company. Except as otherwise may be
expressly provided in this Agreement, the Articles of Organization or the Act,
all decisions with respect to the management of the business and affairs of the
Company shall be made by action of a Majority of the Managers taken at a meeting
or evidenced by a written consent executed by a Majority of the Managers.
Meetings of the Managers may be held on such terms and after such notice as the
Managers may establish. The Managers shall have full and complete authority,
power and discretion to manage and control the business of the Company, to make
all decisions regarding those matters and to perform any and all other acts
customary or incident to the management of the Company's business, except only
as to those acts as to which approval by the Members is expressly required by
the Articles of Organization, this Agreement, the Act or other applicable law.
The Managers may delegate responsibility for the day-to-day management of the
Company to any individual Manager or Person retained by the Managers who shall
have and exercise on behalf of the Company all powers and rights necessary or
convenient to carry out such management responsibilities.
Paragraph 4.02 Limitations on Power and Authority of Managers. Without
the consent of the Member, the Managers shall have no authority to do any of the
following:
(a) Any act in contravention of this Agreement;
(b) Any act which would make it impossible to carry on the ordinary
business of the Company; or
(c) Possess Property of the Company or assign the Company's rights in
specific Property for other than Company purposes.
Paragraph 4.03 Execution of Documents. Any document or instrument of
any and every nature, including without limitation, any agreement, contract,
deed, promissory note, mortgage or deed of trust, security agreement, financing
statement, pledge, assignment, bill of sale and certificate, which is intended
to bind the Company or convey or encumber title to its real or personal property
shall be valid and binding for all purposes only if executed by a Manager.
Paragraph 4.04 Action Without Meeting. Any action required to be taken
by or on behalf of the Company may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by the Managers.
Paragraph 4.05 Indemnification of Managers. The Company shall
indemnify the Managers to the fullest extent permitted or required by the Act,
as amended from time to time, and the Company may advance expenses incurred by a
Manager upon the approval of the remaining Managers and the receipt by the
Company of the signed statement of such Manager agreeing to reimburse the
Company for such advance in the event it is ultimately determined that such
Manager is not entitled to be indemnified by the Company against such expenses.
The provisions of this Section 4.05 shall apply also to any Person to whom the
Managers have delegated management authority as provided in Section 4.01,
whether or not such Person is a Manager or Member.
Paragraph 4.06 Compensation and Expenses. The Managers shall not
receive any compensation from the Company for serving as Managers, but the
Company will reimburse Managers for expenses incurred by the Managers in
connection with their service to the Company.
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Paragraph 4.07 Limitation on Liability. No Manager of the Company
shall be liable to the Company for monetary damages for an act or omission in
such Person's capacity as a Manager, except as provided in the Act for (i) acts
or omissions which a Manager knew at the time of the acts or omissions were
clearly in conflict with the interests of the Company; (ii) any transaction from
which a Manager derived an improper personal benefit; or (iii) acts or omissions
occurring prior to the date this provision becomes effective. If the Act is
amended to authorize further elimination of or limitations on the liability of
Managers, then the liability of the Managers shall be eliminated or limited to
the fullest extent permitted by the Act as so amended. Any repeal or
modification of this Section shall not adversely affect the right or protection
of a Manager existing at the time of such repeal or modification. The provisions
of this Section 4.07 shall apply also to any Person to whom the Managers have
delegated management authority as provided in Section 4.01, whether or not such
Person is a Manager or Member.
Paragraph 4.08 Officers. The officers of the Company may consist of a
President, several Vice Presidents, a Treasurer, a Secretary, and such other
officers as the Managers may appoint from time to time. The officers shall be
appointed by the Managers and shall exercise such powers and perform such duties
as are prescribed by the Managers. The same person may hold any number of
offices, as the Managers may determine, except that no person may simultaneously
hold the offices of President and Secretary. The initial officers of the Company
are as set forth on Schedule I attached hereto. Paragraph 4.09 Term of Office.
The officers shall hold office for the term for which they were appointed and
until their successors are elected and qualified; provided, however, that any
officer may be removed at any time with or without cause by the Managers.
Paragraph 4.10 Separate Entity.
(a) The Company shall respect and appropriately document the separate
and independent nature of its activities, as compared with those of any other
Person, take all reasonable steps to continue its identity as a separate legal
entity, and make it apparent to Persons that the Company is an entity with
assets and liabilities distinct from those of any other Person.
(b) The Company shall pay the salaries of its own employees and
maintain a sufficient number of employees in light of its contemplated business
operations.
(c) The Company shall maintain adequate capital in light of its
contemplated business operations.
(d) The Company shall observe all customary formalities regarding the
limited liability company existence of the Company, including holding regular
meetings of its Managers and its Members and maintenance of current minute
books, shall be observed.
(e) The Company shall not acquire obligations or securities of the
Members or any of the Members' affiliates.
Paragraph 4.11 Action by Members and Managers. Notwithstanding
anything to the contrary herein:
(a) until one year and one day after all amounts due and owing under
indebtedness of the Company that is rated by any national recognized statistical
rating organization shall have been indefeasibly paid in full, the Company, and
any Member, Manager or other Person on behalf of the Company, may take the
following actions only with the unanimous approval of the Managers (including
the vote of the Independent Manager) and the Members:
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(1) make an assignment for the benefit of creditors;
(2) file a voluntary petition in bankruptcy or make or commence an
insolvency filing or proceeding or any similar filing or proceeding;
(3) file a petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
statute, law or regulation;
(4) file an answer or other pleading admitting or failing to contest
the material allegations of a petition filed against the Company in any
proceeding of the type described in sub clauses (1) through (3) of this
subsection (a);
(5) seek, consent to, or acquiesce in the appointment of a trustee,
receiver or liquidator of the Company or of all or any substantial part of the
Company's properties;
(6) amend this Agreement;
(7) to the fullest extent permitted by law, voluntarily dissolve and
wind up, or consolidate or merger the Company or sell all of substantially all
of the assets of the Company;
(8) admit in writing its inability to pay its debts generally as they
become due or take any action in furtherance of the foregoing; or
(9) engage in any business activity not set forth in Section 3.01 of
this Agreement.
(b) To the fullest extent permitted by law, the Independent Manager shall
not be guilty of breaching any fiduciary duty to any other Manager or any Member
by refusing to consent to any of the above listed actions.
Paragraph 4.12 No Management by Member. The Member in its capacity as
Member shall not take part in the management or control of the business, nor
transact any business for the Company, nor shall they have power to sign for or
to bind the Company.
ARTICLE 5
RIGHTS AND OBLIGATIONS OF MEMBERS
Paragraph 5.01 Limitation of Liability. The Member will not be
personally liable for any obligations, liabilities, debts or losses of the
Company, whether arising in tort, contract or otherwise, except as otherwise
required by law.
Paragraph 5.02 Right to Indemnification. Subject to the limitations
and conditions provided in this Article 5 and in the Act, each Person
("Indemnified Person") who was or is made a party or is threatened to be made a
party to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative ("Proceeding"), or any appeal in such a Proceeding or any inquiry
or investigation that could lead to such a Proceeding, by reason of the fact
that he was or is a Member or an officer of the Company or he was or is the
legal representative of or a manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of a Member or of an
officer of the Company, shall be indemnified by the Company against judgments,
penalties (including excise and similar taxes and punitive damages), fines,
settlements and reasonable costs and expenses (including, without limitation,
attorneys' fees) actually incurred by such Indemnified Person in connection with
such Proceeding if such Indemnified Person acted in good
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faith and in a manner he reasonably believed to be in, or not opposed to, the
best interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Indemnified Person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal action or
proceeding, that the Indemnified Person had reasonable cause to believe that his
conduct was unlawful.
Paragraph 5.03 Survival. Indemnification under this Article 5 shall
continue as to a Person who has ceased to serve in the capacity that initially
entitled such Person to indemnity hereunder. The rights granted pursuant to this
Article 5 shall be deemed contract rights, and no amendment, modification or
repeal of this Article 5 shall have the effect of limiting or denying any such
rights with respect to actions taken or Proceedings arising prior to any such
amendment, modification or repeal.
Paragraph 5.04 Advance Payment. The right to indemnification conferred
by this Article 5 shall include the right to be paid or reimbursed by the
Company for the reasonable expenses incurred in advance of the final disposition
of the Proceeding and without any determination as to the Indemnified Person's
ultimate entitlement to indemnification; provided, however, that the payment of
such expenses incurred in advance of the final disposition of a Proceeding shall
be made only upon delivery to the Company of a written affirmation by such
Indemnified Person of his good faith belief that he has met the standard of
conduct necessary for indemnification under this Article 5 and a written
undertaking, by or on behalf of such Indemnified Person, to repay all amounts so
advanced if it shall ultimately be determined that such Indemnified Person is
not entitled to be indemnified under this Article 5 or otherwise.
Paragraph 5.05 Nonexclusivity of Rights. The right to indemnification
and the advancement and payment of expenses conferred by this Article 5 shall
not be exclusive of any other right which a Person may have or hereafter acquire
under any law (common or statutory), provision of the Articles of Organization
or Operating Agreement, agreements, vote of members or otherwise.
Paragraph 5.06 Savings Clause. If Paragraph 5.02 or any portion
thereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify and hold harmless
each Indemnified Person as to costs, charges and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this
Article 5 that shall not have been invalidated and to the fullest extent
permitted by applicable law.
ARTICLE 6
CONTRIBUTIONS TO THE COMPANY
Paragraph 6.01 Member's Initial Capital Contributions. The Member has
converted Common Stock of the former Wachovia Asset Securitization, Inc.
pursuant to that certain Plan of Conversion, dated October 27, 2003 as its
Initial Capital Contribution to the Company.
Paragraph 6.02 Subsequent Contributions. The Member shall not be
obligated to make any Capital Contributions to the Company other than those set
forth in Paragraph 6.01.
ARTICLE 7
ALLOCATIONS AND DISTRIBUTIONS
Paragraph 7.01 Allocations of Profits and Losses. All of the Net
Profits and Net Losses of the Company for each Fiscal Year shall be allocated to
the Member.
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Paragraph 7.02 Distributions of Cash Flow. Cash Flow shall be
distributed to the Member in the amounts and at such time or times as the
Managers shall determine in their sole discretion.
ARTICLE 8
TRANSFERS OF MEMBERSHIP INTERESTS
Paragraph 8.01 Restrictions on Transfers. Except as otherwise provided
herein, Membership Interests may be assigned in whole or in part only as
follows:
(a) Unless waived by the non-selling Members, a Membership Interest
shall not be transferred in the absence of an opinion of counsel, satisfactory
to the non-selling Members, that the registration of the sale of the Membership
Interest is not required under the Securities Act of 1933, as amended, or any
applicable state securities laws.
(b) Any transfer of a Membership Interest, other than to another
Member, shall be effective only to give the transferee the right to receive the
share of tax allocations and distributions to which the transferor would
otherwise be entitled. No transferee of a Membership Interest shall have the
right to become a substituted Member unless the non-transferring Members, in the
exercise of their sole and absolute discretion, expressly consent thereto in
writing and the transferee agrees to be bound by all the terms and conditions of
this Agreement as then in effect. Unless and until a transferee is admitted as a
substituted Member, the transferee shall have no right to exercise any of the
powers, rights, and privileges of a Member hereunder. A Member who has assigned
his Membership Interest shall cease to be a Member upon assignment of the
Member's entire Membership Interest and thereafter shall have no further powers,
rights and privileges as a Member hereunder, but shall, unless otherwise
relieved of such obligations by agreement of all of the other Members or by
operation of law, remain liable for all obligations and duties incurred as a
Member.
(c) The Company, each Member and any other Person having business with
the Company need deal only with Members who are admitted as Members or as
substituted Members of the Company, and they shall not be required to deal with
any other Person by reason of assignment by a Member or by reason of the death
of a Member, except as otherwise provided in this Agreement. In the absence of
the substitution (as provided herein) of a Member for an assigning or a deceased
Member, any payment to a Member or to a Member's executors or administrators
shall release the Company and the Members from all liability to any other
Persons who may be interested in such payment by reason of an assignment by, or
the death of, such Member.
(d) No Person shall have a perfected lien or security interest in a
Membership Interest unless the creation of such interest is in accordance with
the provisions of this Agreement and the Company is notified of such interest
and provided a copy of all documentation with respect thereto, including
financing statements, prior to execution and filing.
(e) Each Member agrees not to transfer all or any part of his
Membership Interest (or take or omit any action, filing election or other action
which could result in a deemed transfer) if such transfer (either considered
alone or in the aggregate with prior transfers by other Members) would result in
the termination of the Company for federal income tax purposes, without the
prior written consent of the non-transferring Members, which consent may be
withheld in their sole discretion.
(f) Any transfer not in accord with this Agreement shall be void ab
initio.
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ARTICLE 9
DISSOLUTION AND TERMINATION
Paragraph 9.01 Dissolution.
(a) The Company shall be dissolved upon the occurrence of any of the
following events:
(1) The entry of a decree of judicial dissolution or the issuance
of a certificate for administrative dissolution under the Act; or
(2) by the written agreement of the Member.
(b) If a Member who is an individual dies or a court of competent
jurisdiction adjudges him to be incompetent to manage his person or his
property, the Member's Representative may exercise all of the Member's rights
for the purpose of settling his estate or administering his property.
(c) Notwithstanding any other provision of this Agreement, the
bankruptcy or dissolution of a Member shall not cause such Member to cease to be
a member of the Company and, upon the occurrence of such an event, the business
of the Company shall continue without dissolution.
Paragraph 9.02 Winding Up, Liquidation and Distribution of Assets.
(a) If the Company is dissolved and its affairs are to be wound up,
the Member (or his Representative) is directed to:
(1) sell or otherwise liquidate such of the Company's assets as
may be required to discharge all liabilities of the Company, including any
liabilities to the Member and establish such Reserves as may be reasonably
necessary to provide for contingent liabilities of the Company; and
(2) distribute the remaining assets to the Member, such
distribution to be made either in cash or in kind, as determined by the Member
(or his Representative).
(b) Upon completion of the winding up, liquidation and distribution of
the assets, the Company shall be deemed terminated.
Paragraph 9.03 Articles of Dissolution. When all debts, liabilities
and obligations of the Company have been paid and discharged or adequate
provisions have been made therefor and all of the remaining property and assets
of the Company have been distributed, articles of dissolution, as required by
the Act, shall be executed and filed with the North Carolina Secretary of State.
Paragraph 9.04 Effect of Filing of Articles of Dissolution. Upon the
filing of articles of dissolution with the North Carolina Secretary of State,
the existence of the Company shall cease, except for the purpose of suits, other
proceedings and appropriate action as provided in the Act. The Member (or his
Representative) shall have authority to distribute any Company property
discovered after dissolution, convey real estate and take such other action as
may be necessary on behalf of and in the name of the Company.
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ARTICLE 10
MISCELLANEOUS PROVISIONS
Paragraph 10.01 Choice of Law. This Operating Agreement, and its
interpretation, shall be governed exclusively by its terms and by the laws of
the State of North Carolina (other than its conflicts of laws rules) and
specifically the Act.
Paragraph 10.02 Amendments. This Operating Agreement may not be
amended except in writing signed by the Member.
Paragraph 10.03 Headings. The headings in this Operating Agreement are
inserted for convenience only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Operating Agreement or any
provision hereof.
Paragraph 10.04 Severability. If any provision of this Operating
Agreement or the application thereof to any Person or circumstance shall be
invalid, illegal or unenforceable to any extent, the remainder of this Operating
Agreement and the application thereof shall not be affected and shall be
enforceable to the fullest extent permitted by law.
Paragraph 10.05 Heirs, Successors and Assigns. Each and all of the
covenants, terms, provisions and agreements herein contained shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.
Paragraph 10.06 Creditors. None of the provisions of this Operating
Agreement shall be for the benefit of or enforceable by any creditors of the
Company or of the Member. No creditor of the Company will be entitled to require
the Member to solicit or accept any loan or additional capital contribution for
the Company or to enforce any right which the Company may have against a Member,
whether arising under this Operating Agreement or otherwise.
Paragraph 10.07 No Amendments. No amendment may be made to the
definition of Independent Manager, or any of Sections 3.01, 4.10, 4.11, or 9.01
without the affirmative consent of the Independent Manager.
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IN WITNESS WHEREOF, the Member, the Managers and the Company have
executed this Operating Agreement on the date first written above.
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
----------------------------------
Title:
-------------------------------
MANAGERS:
------------------------------------
Thomas Wickwire
------------------------------------
Curtis Y. Arledge
------------------------------------
Juliana C. Johnson
(Independent Manager)
ATTEST
By:_______________________________
[________________________, Secretary
I, __________________________, as the sole organizer of Wachovia Asset
Securitization Issuance, LLC, pursuant to N.C.G.S. ss. 57C-2-20(c), do hereby
consent to the execution of this Operating Agreement by the Managers and by
Wachovia Bank, National Association, as the sole member of the Company.
By:_______________________________________
___________________________Organizer
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Schedule I
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INITIAL OFFICERS
Name Title
----------------------- ------------------------------------
Phil Adams Assistant Vice President
Robert L. Andersen Senior Vice President
Tracey W. Anklin Senior Vice President
Jacqueline A. Ballantine Vice President & Assistant Secretary
Jerry P. Bates Vice President
Dale R. Batman Senior Vice President
James L. Beaver, Jr. Senior Vice President
Paul J. Blass Vice President
Curtis L. Brouwer Senior Vice President
James F. Burr Senior Vice President
Sandy Cavaness Assistant Vice President
John T. Chepul Vice President
Francis C. Clark Senior Vice President
Thomas Hal Clarke Senior Vice President
Rosalia Costa-Clarke Vice President
Paul M. Clooney Officer
William L. Coverston Assistant Vice President
Lana Cummings Chief Accounting Officer and
Vice President
Barbara R. Curry Officer
Timothy F. Danello Senior Vice President
Jerry W. DeBerry Vice President
Michael J. Domagala Senior Vice President
Douglas R. Edwards Senior Vice President
Terry W. Edwards Vice President
James A. Fowler, Jr. Officer
William Larry Gilmer Senior Vice President
Herman T. Goins, Jr. Vice President
Jacqueline M. Granger Assistant Vice President
Robert A. Gray Vice President
Jennifer R. Green Officer
Susan A. Groves Officer
Mark D. Gustafson Assistant Vice President
Earl W. Hartenstine Vice President
Lori A. Hartman Assistant Secretary
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Rebecca Henderson Senior Vice President
Sandra B. Hollenbach Vice President
Sonya M. Holmes Vice President
David R. Hopkins Senior Vice President
Bradley T. Hubacher Vice President
April Hughey Vice President
David Hutchinson Officer
Beverly W. Jackson Assistant Vice President & Assistant
Secretary
John W. Johnson Vice President
Benjamin J. Jolley Senior Vice President
David M. Julian Senior Vice President
Nancy Kerkhoff Associate
Jack B. Kester, Jr. Vice President
Janet M. Le Clair Senior Vice President
Deborah B. Lineberger Vice President
Dorothy Y. London Vice President
Joe Long Senior Vice President
David T. Mason Vice President
Dawn G. McCall Vice President
Christina H. McDonald Assistant Vice President
Mark Metz Senior Vice President
Aprille M. Mitchell Assistant Vice President & Assistant
Secretary
Carol R. Mullis Vice President & Assistant Secretary
Douglas Nguyen Assistant Vice President
Marta A. Ochoa Officer
Vanessa M. Pelzer Officer
Robert J. Perret Vice President
David L. Pitelka Treasurer
Anthony B. Powers Officer
James F. Powers Senior Vice President and Secretary
David W. Reed Vice President
William H. Schwartz Assistant Vice President & Assistant
Secretary
Gary R. Sessions Vice President
Patrick J. Shevlin Senior Vice President
Chudney Smalls Officer
Michael C. Smith Vice President
Sterling A. Spainhour Senior Vice President
2
Benjamin C. Stewart Senior Vice President
Barry Taylor-Brill Senior Vice President
Gloria A. Thompson Senior Vice President
David K. Tinkler Senior Vice President and Assistant
Secretary
Heather M. Thompson Officer
Herbert A. Ware Senior Vice President
Michael A. Watkins Senior Vice President
Scott D. Weaver Vice President
Patricia J. Wichnoski Assistant Vice President
Thomas Wickwire President and Chief Executive
Officer
Thomas J. Wurtz Executive Vice President
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