Attest. By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of Zions Bancorporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. and Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_______________], 1997, between VAL COR BANCORPORATION, INC. ("Val Cor"), a corporation organized under the laws of the State of Colorado, and SKY VALLEY BANK CORP. (the "Company"), a corpora tion organized under the laws of the State of Colorado. Val Cor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."
Appears in 1 contract
Attest. By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) On this twenty-fifth day of July, 1997, ------------------------------------- Personally appeared before me personally appeared Xxxxxx X. Xxxxxxxthe above-named ______________, known or proved to me known to be the President same person who executed the foregoing instrument and Chief Executive Officer to be the _______ of Zions Bancorporationthe Investor, and acknowledged said instrument to be me that he executed the same as his free act and deed and the free and voluntary act and deed of said corporationthe Investor. Subscribed and sworn before me this day of ______________, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation200_. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. and Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_______________]____________ State of ____________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------- EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, 1997Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, between VAL COR BANCORPORATIONSeries 2006-HE4 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, INC. Mortgage Loan Asset-Backed Certificates, Series 2006-HE4 _______________________ (the "Val CorTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class R Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a corporation organized reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: ---------------------------------- Title: --------------------------------- EXHIBIT F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-HE4 RE: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the laws Securities Act of the State of Colorado1933, and SKY VALLEY BANK CORP. as amended (the "CompanyAct"), and are being disposed by us in a corpora tion organized under transaction that is exempt from the laws registration requirements of the State Act and (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action that would result in, a violation of ColoradoSection 5 of the Act. Val Cor All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as of July 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-HE4 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of July 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for _________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Depositor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-He4)
Attest. By: --------------------------- ------------------------------ ----------------------------- ---------------------------- Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ ----------------------------- ---------------------------- Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ ----------------------------- ---------------------------- R. Xxxxx X. Xxxxxxx Xxxxxxxx Executive Vice President and Chief Executive Officer SKY VALLEY BANK CORPSBT BANKSHARES, INC. Attest: By: --------------------------- ------------------------------ Xxxxx ----------------------------- ---------------------------- Xxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman, President and Chief Executive Officer -------------------------------------) STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- Xxxx X. Xxxxxxx Chairman, President and Chief Executive Officer ------------------------------------------------ ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) ------------------------------------------------ On this twenty-fifth nineteenth day of JulyDecember, 1997, before me personally appeared Xxxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of Zions Bancorporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ -------------------------------- Notary Public -38- --------------------------------------) - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) ------------------------------------------------ On this twenty-fifth nineteenth day of JulyDecember, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. Inc., and R. Xxxxx Xxxxxxxx, to me known to be the Executive Vice President and Chief Executive Officer of Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ -------------------------------- Notary Public -39- -------------------------------------- - 51 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Alamosa El Paso ) ) --------------------------------------) ------------------------------------------------ On this twenty-fifth nineteenth day of JulyDecember, 1997, before me personally appeared Xxxxx Xxxx X. Xxxxxxx, to me known to be the Chairman Chairman, President and Chief Executive Officer of SBT Bankshares, Inc. and the Board Chairman, President and Chief Executive Officer of Sky Valley State Bank Corp.and Trust of Colorado Springs, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporationcorporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal seals affixed is are the respective corporate seal seals of said corporationcorporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ -------------------------------- Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National State Bank in Alamosaand Trust of Colorado Springs. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_______________], 1997, between VAL COR BANCORPORATION, INC. ("Val Cor"), a corporation organized under the laws of the State of Colorado, and SKY VALLEY BANK CORP. (the "Company"), a corpora tion organized under the laws of the State of Colorado. Val Cor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."--------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------
Appears in 1 contract
Attest. By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) On this twenty-fifth day of July, 1997, -------------------------- Personally appeared before me personally appeared Xxxxxx X. Xxxxxxxthe above-named ______________, known or proved to me known to be the President same person who executed the foregoing instrument and Chief Executive Officer to be the _______ of Zions Bancorporationthe Investor, and acknowledged said instrument to be me that he executed the same as his free act and deed and the free and voluntary act and deed of said corporation, for the uses Investor. Subscribed and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On sworn before me this twenty-fifth day of July__________, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. and Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations200_. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_______________]______________________ Notary Public County of ___________________________ State of ____________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ EXHIBIT J-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, 1997Xxxxxxxx 00000, between VAL COR BANCORPORATIONSuite 1625 Attention: Worldwide Securities/Structured Finance Services-Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-SL2 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SL2 _______________________ (the "Transferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class [R][G] Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT K FORM OF CLASS G CERTIFICATES SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("THE CODE"). THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE SPONSOR, THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIANS REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC RESIDUAL INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE SPONSOR, THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIANS OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS G-[_] CERTIFICATE MAY NOT BE TRANSFERRED, EXCEPT IN ACCORDANCE WITH SECTION 3.05 OF THE TRUST AGREEMENT AND THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY IN ACCORDANCE WITH SECTION 3.05 OF THE TRUST AGREEMENT. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE (A) A TRANSFER AFFIDAVIT FROM THE PROSPECTIVE INVESTOR; AND (B) AN AFFIDAVIT FROM THE TRANSFEROR REGARDING THE OFFERING AND SALE OF THE CERTIFICATE. NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH A REPRESENTATION THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO STATE, LOCAL, FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN. FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR. CLASS G-[_] CERTIFICATE Number: 06-SL2-G-[_] Original Denomination: $[___________] Cut-off Date: July 1, 2006 Last Scheduled Distribution Date: May 25, 2037 First Distribution Date: August 25, 2006 Aggregate Initial Certificate Balance of all Class G-[_] Certificates: $0 Pass-Through Rate: Variable(2) CUSIP: [________] ---------- (2) Subject to a cap as described in the Agreement. XXXXXXX XXXXX MORTGAGE INVESTORS TRUST MORTGAGE LOAN ASSET-BACKED SECURITIES, Series 2006-SL2 evidencing an ownership interest in distributions allocable to the Class G-[_] Certificates with respect to a pool of conventional, sub-prime mortgage loans and home equity revolving lines of credit formed and sold by XXXXXXX XXXXX MORTGAGE INVESTORS, INC. This certifies that XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED is the registered owner of the ownership interest (the "Val CorOwnership Interest") evidenced by this Certificate in certain distributions with respect to a pool of conventional, sub-prime mortgage loans and home equity revolving lines of credit (the "Mortgage Loans") formed and sold by Xxxxxxx Xxxxx Mortgage Investors, Inc. (hereinafter called the "Depositor"), and certain other property held in trust for the benefit of Securityholders (collectively, the "Trust Fund"). The Mortgage Loans are serviced by Wilshire Credit Corporation and Countrywide Home Loans Servicing LP (the "Servicers") and are secured by second liens on Mortgaged Properties. The Trust Fund was created pursuant to a trust agreement (the "Agreement"), dated as of January 1, 2006, between the Depositor and Wilmington Trust Company (the "Owner Trustee"), a corporation organized under the laws summary of certain of the State pertinent provisions of Coloradowhich is set forth hereafter. To the extent not defined herein, and SKY VALLEY BANK CORPthe capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is one of a duly authorized issue of Certificates, designated as Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Securities, Series 2006-SL2, Class G-[_] (the "CompanyClass G-[_] Certificates") and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which Agreement such Holder is bound. The Class A Notes, the Class M Notes, the Class B Notes, the Class P Certificates, the Class C Certificates, the Class G Certificates and the Class R Certificates are collectively referred to herein as the "Securities." Pursuant to the terms of the Agreement, the Securities Administrator will distribute from funds in the Certificate Distribution Account the amounts described in the Agreement on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in August 2006. Such distributions will be made to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month in which such payment is made. Distributions on this Certificate will be made either by check mailed to the address of the person entitled to distributions as it appears on the Certificate Register or, in the case of any certificateholder that has so notified the Securities Administrator in writing in accordance with the Agreement, by wire transfer in immediately available funds to the account of such certificateholder at a corpora tion organized bank or other depository institution having appropriate wire transfer facilities; provided, however, that the final distribution in retirement of the certificates will be made only upon presentation and surrender of this Certificate at the office of the Securities Administrator or such other address designated in writing by the Securities Administrator. On each Distribution Date, a holder of this Certificate will receive such holder's Percentage Interest of the amounts required to be distributed with respect to the applicable Class of Certificates. The Securities Administrator will maintain or cause to be maintained a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee will provide for the registration of Certificates and of transfers and exchanges of Certificates. Upon surrender for registration of transfer of any Certificate at any office or agency of the Securities Administrator, or, if an Authenticating Agent has been appointed under the laws Agreement, the Authenticating Agent, maintained for such purpose, the Securities Administrator, will, subject to the limitations set forth in the Agreement, authenticate and deliver, in the name of the State designated transferee or transferees, a Certificate of Coloradoa like class and dated the date of authentication by the Authenticating Agent. Val Cor Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator, of the pendency of such distribution and only upon presentation and surrender of this Certificate at the Company are hereinafter sometimes individually called a "Constituent Corporation" office or agency appointed by the Securities Administrator, for that purpose and collectively called specified in such notice of final distribution. Reference is hereby made to the "Constituent Corporationsfurther provisions of this Certificate set forth on the reverse hereof which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose."
Appears in 1 contract
Samples: Trust Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Sl2)
Attest. By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) On this twenty-fifth day of July, 1997, ----------------------------- Personally appeared before me personally appeared Xxxxxx X. Xxxxxxxthe above-named ______________, known or proved to me known to be the President same person who executed the foregoing instrument and Chief Executive Officer to be the _______ of Zions Bancorporationthe Investor, and acknowledged said instrument to be me that he executed the same as his free act and deed and the free and voluntary act and deed of said corporationthe Investor. Subscribed and sworn before me this day of ___________, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation200_. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ ---------------------------------------- Notary Public -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. and Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_______________]_______________ State of _______________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------ EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, 1997Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, between VAL COR BANCORPORATIONSeries 2006-RM2 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, INC. Mortgage Loan Asset-Backed Certificates, Series 2006-RM2 ________________ (the "Val CorTransferor") has reviewed the attached affidavit of ____________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class R Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a corporation organized reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-RM2 RE: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM2 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the laws Securities Act of the State of Colorado1933, and SKY VALLEY BANK CORP. as amended (the "CompanyAct"), and are being disposed by us in a corpora tion organized under transaction that is exempt from the laws registration requirements of the State Act and (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action that would result in, a violation of ColoradoSection 5 of the Act. Val Cor All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as of May 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-RM2 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM2 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM2, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for _________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Depositor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Rm2)
Attest. By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) On this twenty-fifth day of July, 1997, Personally appeared before me personally appeared Xxxxxx X. Xxxxxxxthe above-named ______________, known or proved to me known to be the President same person who executed the foregoing instrument and Chief Executive Officer to be the _______ of Zions Bancorporationthe Investor, and acknowledged said instrument to be me that he executed the same as his free act and deed and the free and voluntary act and deed of said corporationthe Investor. Subscribed and sworn before me this ___ day of ____, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal 200_. ---------------------------------------- Notary Public County of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal ------------------------------ State of ------------------------------- My commission expires the day and year first above written. of -------- -------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ Notary Public -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On this twentyE-1-fifth day of July, 1997, before me personally appeared 7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx X. XxXxxxx Xxxxxx Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. and Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx X. Mortgage Investors Trust, Series 2006-SD1 Re: Xxxxxxx Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1 _______________], 1997, between VAL COR BANCORPORATION, INC. ________ (the "Val CorTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class R Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a corporation organized reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-SD1 RE: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the laws Securities Act of the State of Colorado1933, and SKY VALLEY BANK CORP. as amended (the "CompanyAct"), and are being disposed by us in a corpora tion organized under transaction that is exempt from the laws registration requirements of the State Act and (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action that would result in, a violation of ColoradoSection 5 of the Act. Val Cor All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as of August 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-SD1 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for _________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Depositor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Sd1)
Attest. By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) On this twenty-fifth day of July, 1997, Personally appeared before me personally appeared Xxxxxx X. Xxxxxxxthe above-named ______________, known or proved to me known to be the President same person who executed the foregoing instrument and Chief Executive Officer to be the _______ of Zions Bancorporationthe Investor, and acknowledged said instrument to be me that he executed the same as his free act and deed and the free and voluntary act and deed of said corporationthe Investor. Subscribed and sworn before me this ____ day of ____, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation200__. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ ------------------------------------- Notary Public -38- --------------------------------------) ) County of --------------------------- State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On this twenty-fifth ---------------------------- My commission expires the ________ day of July______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] Xxxxx Fargo Bank, 1997N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, before me personally appeared Xxxxx X. XxxxxxxXxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, to me known to be the President and Chief Executive Officer of each of Val Cor BancorporationSeries 2006-2 Re: Ownit Mortgage Loan Trust, Inc. and Valley National Bank of XxxxxxMortgage Loan Asset-Backed Certificates, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twentySeries 2006-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [2 _______________], 1997, between VAL COR BANCORPORATION, INC. ________ (the "Val CorTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class R Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a corporation organized reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT F FORM OF TRANSFEROR CERTIFICATE [DATE] Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2006-2 RE: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the laws Securities Act of the State of Colorado1933, and SKY VALLEY BANK CORP. as amended (the "CompanyAct"), and are being disposed by us in a corpora tion organized under transaction that is exempt from the laws registration requirements of the State Act and (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action that would result in, a violation of ColoradoSection 5 of the Act. Val Cor All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as of February 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Xxxxx Fargo Bank, N.A., as trustee and Xxxxxx Loan Servicing LP, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title ---------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2006-2 Re: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee") and Xxxxxx Loan Servicing LP, as servicer (the "Servicer"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF ____________________, AS NOMINEE FOR _________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Depositor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ownit Mortgage Loan Trust, Series 2006-2)
Attest. By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer VALLEY NATIONAL BANK OF XXXXXX Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer SKY VALLEY BANK CORP. Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ Xxxxx X. Xxxxxxx President and Chief Executive Officer -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) -------------------------------------) On this twenty-fifth day of July, 1997, ---------------------- Personally appeared before me personally appeared Xxxxxx X. Xxxxxxxthe above-named ______________, known or proved to me known to be the President same person who executed the foregoing instrument and Chief Executive Officer to be the _______ of Zions Bancorporationthe Investor, and acknowledged said instrument to be me that he executed the same as his free act and deed and the free and voluntary act and deed of said corporationthe Investor. Subscribed and sworn before me this day of _________, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation200__. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc. and Valley National Bank of Xxxxxx, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -39- -------------------------------------- ) State of Colorado ) ) ss. County of Alamosa ) ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the Chairman of the Board of Sky Valley Bank Corp., and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_______________]___________ State of ___________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------ EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, 1997Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, between VAL COR BANCORPORATIONSeries 2006-FM1 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, INC. Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 _______________________ (the "Val CorTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class R Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a corporation organized reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: ---------------------------------- Title: --------------------------------- EXHIBIT F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-FM1 RE: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the laws Securities Act of the State of Colorado1933, and SKY VALLEY BANK CORP. as amended (the "CompanyAct"), and are being disposed by us in a corpora tion organized under transaction that is exempt from the laws registration requirements of the State Act and (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action that would result in, a violation of ColoradoSection 5 of the Act. Val Cor All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as of June 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, Name of Transferor By: ----------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-FM1 Re: Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for _________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Depositor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."Trustee that:
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