Wachovia Bank. National Association is hereby appointed as initial Paying Agent to make distributions to Certificateholders and to make available to Certificateholders the Distribution Date Statements and the annual statements required by Section 4.04. The Master Servicer may, at any time, remove or replace the Paying Agent. The Master Servicer shall pay, from its own funds, the reasonable compensation of any Paying Agent other than Wachovia Bank, National Association. The Trustee shall cause any Paying Agent that is not Wachovia Bank, National Association to execute and deliver to the Trustee an instrument in which such Paying Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for distribution to Certificateholders in trust for the benefit of Certificateholders until such amounts are distributed to Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all amounts held in trust by such Paying Agent.
Wachovia Bank. National Association, in its capacity as Master Servicer, hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Companion Holders, and to the Depositor and the Special Servicer, as of the Closing Date, that:
(i) The Master Servicer is a national banking association, duly organized under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer’s articles of association or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound.
(iii) The Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial co...
Wachovia Bank. National Association, in its capacity as an issuer of Letters of Credit under Section 3.02, and its successor or successors in such capacity and (ii) each Lender listed in Schedule 3.01 hereto as the issuer of an Existing Letter of Credit.
Wachovia Bank. (as Master Servicer hereunder and as Securities Intermediary under the Control Agreement) shall establish, on or before the Closing Date, and maintain an Eligible Deposit Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Wachovia Bank or in the case of the Note Payment Account and the Collection Account, the Indenture Trustee) for the benefit of (i) the Securityholders, the Master Servicer and the Trustees, designated as the "Wachovia Auto Owner Trust 2006-A Collection Account, U.S. Bank National Association, Indenture Trustee" (the "Collection Account"), (ii) the Noteholders, the Master Servicer and the Trustees, designated as the "Wachovia Auto Owner Trust 2006-A Note Payment Account, U.S. Bank National Association, Indenture Trustee" (the "Note Payment Account"), (iii) the Securityholders, designated as the "Wachovia Auto Owner Trust 2006-A Pre-Funding Account, U.S. Bank National Association, Indenture Trustee" (the "Pre-Funding Account") and (iv) the Securityholders, designated as the "Wachovia Auto Owner Trust 2006-A Negative Carry Account, U.S. Bank National Association, Indenture Trustee" (the "Negative Carry Account"), in each case bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the related Persons. On the Closing Date, the Depositor shall deposit the Pre-Funding Account Initial Deposit into the Pre-Funding Account and the Maximum Negative Carry Amount into the Negative Carry Account from the net proceeds of the sale of the Notes. The Collection Account, the Note Payment Account, the Pre-Funding Account and the Negative Carry Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Master Servicer may direct the Indenture Trustee in writing to make (or cause to be made) deposits to and withdrawals from such Accounts in accordance with this Agreement and the other Basic Documents. All monies deposited from time to time in the Collection Account, the Note Payment Account, the Pre-Funding Account and the Negative Carry Account shall be held by, or in the name of, the Indenture Trustee as part of the Trust Property, and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents.
Wachovia Bank. National Association has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
Wachovia Bank. National Association and its successors and assigns, and (b) any entity that (i) on the date of entering into a Hedging Agreement (x) is an interest rate swap dealer that has been approved in writing by the Administrative Agent (which approval shall not be unreasonably withheld), and (y) has a long-term unsecured debt rating of not less than “A” by S&P, not less than “A2” by Xxxxx’x and not less than “A” by Fitch (if such entity is rated by Fitch) (“Long-term Rating Requirement”) and a short-term unsecured debt rating of not less than “A-1” by S&P, not less than “P-1” by Xxxxx’x and not less than “F-1” by Fitch (if such entity is rated by Fitch) (“Short-term Rating Requirement”), and (ii) in a Hedging Agreement (x) consents to the assignment of the Seller’s rights under each Hedging Agreement to the Administrative Agent for the benefit of the Secured Parties pursuant to Section 5.3(b) and (y) agrees that in the event that Xxxxx’x, S&P or Fitch reduces its long-term unsecured debt rating below the Long-term Rating Requirement, or reduces its short-term unsecured debt rating below the Short-term Rating Requirement, it shall transfer its rights and obligations under each Hedge Transaction to another entity that meets the requirements of clauses (i) and (ii) hereof and has entered into a Hedging Agreement with the Seller on or prior to the date of such transfer.
Wachovia Bank. National Association hereby acknowledges that all original documents previously released on the above captioned mortgage loan have been returned and received by the Purchaser. Dated:__________________________________ By:________________________________ Signature ___________________________________ ___________________________________ Title EXHIBIT H [FORM OF BACK-UP CERTIFICATION] [Name and address of master servicer/trustee/depositor receiving the certification] Re: [name of securitization] Chase Home Finance LLC, as [servicer] hereby certifies to the [master servicer] that:
Wachovia Bank. National Association, a national banking association, individually as a Lender and as the administrative agent for the Lenders (in such latter capacity together with any other Person that becomes Administrative Agent pursuant to Section 8.08, the "Administrative Agent");
Wachovia Bank. National Association, in its capacity as Master Servicer and Special Servicer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor and the Special Servicer, as of the Closing Date, that:
(i) Wachovia Bank, National Association is a national banking association, duly organized under the laws of the United States of America, and Wachovia Bank, National Association is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by Wachovia Bank, National Association, and the performance and compliance with the terms of this Agreement by Wachovia Bank, National Association, will not violate Wachovia Bank National Association's articles of association or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound.
Wachovia Bank. (as Master Servicer hereunder) shall establish, on or before the Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) an account designated as the “Wachovia Auto Loan Owner Trust 2007-1 Certificate Payment Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Master Servicer may direct the Indenture Trustee in writing to make deposits to and withdrawals from the Certificate Payment Account in accordance with this Agreement and the other Basic Documents. All monies deposited from time to time in the Certificate Payment Account shall be held by or in the name of the Owner Trustee as part of the Trust Property and shall be applied as provided in the Basic Documents. The amounts on deposit in the Certificate Payment Account shall not be invested.
