Common use of Attest Clause in Contracts

Attest. APPENDIX A I, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx _____________________________________, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, ________________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected and acting _______________________ of ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.

Attest. APPENDIX A I, Stephan L. Jones, By: --------------------------- ------------------------------ Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President President and Xand 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. XxxeanXxxxxxx, Vice to me known to be the President xxx Xxxxxxxxx xx 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 Maryland corporation organized under the laws of the State of Colorado, and SKY VALLEY BANK CORP. (the "FundCompany"), do hereby certify that: The following individuals serve in a corpora tion organized under the following positions with the Fund and each has been duly elected or appointed by the Board of Directors laws of the Fund to each such position and qualified therefor in conformity with the Fund's Articles State of Incorporation and By-Laws, Colorado. Val Cor and the signatures set forth opposite their respective names Company are their true hereinafter sometimes individually called a "Constituent Corporation" and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, ________________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected and acting _______________________ of ____________________________________, a Maryland corporation (collectively called the "FundConstituent Corporations."), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.

Attest. APPENDIX A I, Stephan L. Jones, Susax X. Xxxxx Vice President and XCorporate Secretary Signed, Xxxxxx X. Xxxeansealed and delivered by THE DETROIT EDISON COMPANY, Vice President xxx Xxxxxxxxx xx _____________________________________, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with presence of -------------------------------------------- K. Hier -------------------------------------------- R. Mxxxxxxx STATE OF MICHIGAN SS.: COUNTY OF WAYNX A. Xxxxxx, xx me personally known, who, being by me duly sworn, did say that he does business at 2000 0xx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000 xxx is the Fund Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and each has been duly elected or appointed which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by the authority of its Board of Directors and that he subscribed his name thereto by like authority; and said N. A. Xxxxxx, xxknowledged said instrument to be the free act and deed of the Fund to each such position and qualified therefor said corporation. ---------------------------------- Geraxxxxx X. Xxxxxxxxx, Xxtary (Notarial Seal) Public Oakland County, MI My Commission Expires December 23, 2002 (Acting in conformity with the Fund's Articles of Incorporation and By-LawsWaynx) 23 21 BANKERS TRUST COMPANY, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, ________________________________________ , a (Corporate Seal) By -------------------------------------------- Marc X. Xxxxxxx Assistant Vice President with THE BANK Attest: ------------------------------------------------ Signed, sealed and delivered by BANKERS TRUST COMPANY, in the presence of ------------------------------------------------ ------------------------------------------------ STATE OF NEW YORK do hereby designate SS.: COUNTY OF NEW YORK ACKNOWLEDGEMENT OF EXECUTION BY TRUSTEE. On this day of January, 2000, before me, the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected and acting _______________________ of ____________________________________subscriber, a Maryland corporation (Notary Public within and for the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank County of New York, as Custodian pursuant in the State of New York, personally appeared Marc X. Xxxxxxx, xx me personally known, who, being by me duly sworn, did say that his business office is located at Four Albaxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxd he is Assistant Vice President of BANKERS TRUST COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to a Custody Agreement between The Bank said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said acknowledged said instrument to be the free act and deed of said corporation. (Notarial Seal) --------------------------------------------------- Notary Public, State of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined No. Qualified in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.NY County Commission Expires

Attest. APPENDIX A ISecretary. [GENERAL FORM OF COUPON] $______________ ________________Series________________ No.________________ On __________________, Stephan L. Jones______, President and XINDIANAPOLIS POWER & LIGHT COMPANY will pay to bearer at its office or agency in ___________________, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx ___________________________ Dollars in lawful money of the United States of America, as specified in its First Mortgage Bond, ______ Series ______, No. _______, being six months' interest then due on said bond. This coupon will not be payable if said bond shall have previously become payable or been called for previous redemption and payment duly provided for. ---------------------------------------- Treasurer. [GENERAL FORM OF FULLY REGISTERED BOND] INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND $______________ ________________Series________________ No.________________ INDIANAPOLIS POWER & LIGHT COMPANY, a Maryland corporation of the State of Indiana (hereinafter called the "Fund"Company), do for value received, hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund promises to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, pay to _____________________________________________ or registered assigns, a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, __________________on ______________, hereby certifies that he or she is the duly elected and acting _______________________ , at the office or agency of _the Company in ___________________________________, ________________________________ Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the _____________ or _______________ next preceding the date of this bond, at the rate of _____ per centum per annum in like lawful money, at said office or agency on _________________ and ___________________ in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a Maryland corporation series known as its First Mortgage Bonds, ________ Series ________, all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund, established in accordance with the "Fund"provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein called the Mortgage), and further certifies that the following resolution was adopted dated as of May 1, 1940, executed by the Board Company to American National Bank and Trust Company of Directors Chicago, as Trustee, to which reference is made for a description of the Fund property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect thereof, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modification or alteration, then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a meeting completed default as in the Mortgage provided. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly held on authorized attorney, at the office or agency of the Company in ____________________________, 19_____upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, at which a quorum was at all times present duly executed, and that such resolution has not been modified or rescinded and is in full force and effect as upon payment, if the Company shall require it, of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined transfer charges prescribed in the Custody AgreementMortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction transferee in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, exchange herefor as provided in the Custody AgreementMortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being released by the owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.

Attest. APPENDIX A ISecretary President Countersigned: EQUISERVE TRUST COMPANY, Stephan L. JonesN.A., President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx as Rights Agent By: -------------------------------------------- Title: -------------------------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________ hereby sells, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund assigns and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, transfers unto___________________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected -------------------------------------------------------------------------------- (Please print name and acting _______________________ address of transferee) ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19____________________ this Right Certificate, at which a quorum was at together with all times present right, title and that such resolution has not been modified or rescinded interest therein, and is in full force does hereby irrevocably constitute and effect as appoint ___________________________ Attorney, to transfer the within Right Certificate on the books of the date hereofwithin-named Company, with full power of substitution. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of Dated: ____________________, 19______ ------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by a 15% Stockholder or an Affiliate or Associate thereof (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Rights Agreement). -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) -------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody AgreementRight Certificate.)

Attest. APPENDIX A I, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx _______________________Secretary -------------------------- Personally appeared before me the above-named ______________, a Maryland corporation (known or proved to me to be the "Fund"), do hereby certify that: The following individuals serve in same person who executed the following positions with foregoing instrument and to be the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, _______ of the Investor, and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Investor. Subscribed and sworn before me this day of __________, 200_. _____________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, 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, hereby certifies that he or she is the duly elected and acting Xxxxxxxx 00000, Suite 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 ____________________________________, a Maryland corporation _ (the "FundTransferee"), and further certifies has no actual knowledge that such affidavit is not true, and has no reason to believe that the following resolution was adopted by Transferee has the Board intention to impede the assessment or collection of Directors 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 Fund at a meeting duly held on 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, 19_____sub-prime mortgage loans and home equity revolving lines of credit formed and sold by XXXXXXX XXXXX MORTGAGE INVESTORS, at which a quorum was at all times present and INC. This certifies that such resolution has not been modified or rescinded and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED is in full force and effect as the registered owner of the date hereofownership interest (the "Ownership 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"). RESOLVED, that The Bank of New York, as Custodian 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 Custody Agreement between The Bank of New York and trust agreement (the Fund "Agreement"), dated as of __________________January 1, 19_____2006, between the Depositor and Wilmington Trust Company (the "Custody Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the 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 "Class G-[_] Certificates") and is authorized issued under and instructed on a continuous is subject to the terms, provisions and ongoing basis until such time as it receives a Certificate, as defined in conditions of the Custody Agreement, to which Agreement the contraryHolder 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 acceptherein as the "Securities." Pursuant to the terms of the Agreement, utilize 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 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 act 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 Clearing Member confirmations 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 Options the registration of Certificates and transaction in Options, regardless of transfers and exchanges of Certificates. Upon surrender for registration of transfer of any Certificate at any office or agency of the Series Securities Administrator, or, if an Authenticating Agent has been appointed under the 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 designated transferee or transferees, a Certificate of a like class and dated the date of authentication by the Authenticating Agent. 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 office or agency appointed by the Securities Administrator, for that purpose and specified in such notice of final distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof which further provisions shall for all purposes have the same are specifically allocatedeffect as if set forth at this place. Unless the certificate of authentication has been executed by the Authenticating Agent, as such terms are defined in by manual signature, this Certificate shall not be entitled to any benefit under the Custody Agreement, as provided in the Custody AgreementAgreement or be valid for any purpose.