Attest. Secretary Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______ 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__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [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 _______________________ (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 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 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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 Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ownit Mortgage Loan Trust, Series 2006-2)
Attest. Secretary Personally appeared before me Name: Title: CERTIFICATE OF AUTHENTICATION This Note is one of the above1999-named I Notes designated in and issued under the provisions of the within mentioned Trust Agreement. Zions First National Bank Denver, Colorado, as Trustee By: -------------------------------- Authorized Representative Date of Authentication: ----------------------------------------- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________________________________________, known or proved to me to be the same person who executed the foregoing instrument within Note and to be the irrevocably appoints _______ 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__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- attorney-in-fact, to transfer the within Note on the books registration thereof, with full power of substitution in the premises. Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention______________________ NOTICE: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2006-2 ReThe signature to this assignment Signature Guaranteed: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 must correspond with the name as it appears upon the face of the within Note ___________________________ (the "Transferor") has reviewed the attached affidavit of in every particular, without any ___________________________ alteration whatsoever. ___________________________ Name and Address:_________________ Tax Identification Number or Social Security Number(s):___________________________________ END OF FORM OF 1999 NOTE [FORM OF 2000 NOTES] EMT CORP. STUDENT LOAN ASSET-BACKED AUCTION RATE NOTES [2000 SENIOR SERIES A1-__] [2000 SENIOR SUBORDINATE SERIES B1-2] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY. NO. A1-__-__[B1-2-] FINAL MATURITY DATED INTEREST SERIES DATE DATE RATE CUSIP ------ ---- ---- ---- ----- December 1, 2030 December __, 2002 Auction rate as herein provided REGISTERED NOTE OWNER: CEDE & CO. -------------------------------------------- PRINCIPAL AMOUNT: -------------------------------------------- EMT Corp., an Indiana corporation (the "TransfereeIssuer"), for value received, promises to pay, from the sources herein described, to the registered Note Owner identified above, or registered assigns, upon presentation and has no actual knowledge that such affidavit is not truesurrender hereof at the designated Trust Office of Zions First National Bank, as Trustee, or at the designated office of any successor, the Principal Amount identified above on the Final Maturity Date identified above, 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 pay to the Class R Certificate referred registered Note Owner hereof, interest and principal hereon in lawful money of the United States of America at the Series Interest Rate on the dates as provided herein. Unless otherwise defined in this 2000 Note, capitalized terms used in this 2000 Note shall have the respective meanings given to such terms in the attached affidavit. In additionTrust Agreement dated as of May 15, 1998, by the Sixth Terms Supplement dated as of April 1, 2000, (the "Sixth Terms Supplement" and, together, the Transferor has conducted "Trust Agreement") between the Issuer and such Trustee. This 2000 Note is one of a reasonable investigation at the time duly authorized issue of notes of the transfer and found that the Transferee had historically paid its debts Issuer designated 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 "EMT Corp. Student Loan Asset-Backed CertificatesAuction Rate Notes, [2000 Senior Series 2006-2 Ladies and Gentlemen: In connection with our disposition of the Class [A1-__]" or [2000 Senior Subordinate Series B1-2] (herein referred to by specific Series as the "2000 Series __] Certificate, we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933_ Notes" and collectively with certain other Notes issued simultaneously therewith, as amended (the "Act2000 Notes"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as aggregate principal amount 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: _____$_________ issued under the Trust Agreement. The 2000 Notes are issued to finance the acquisition of Loans and to make certain deposits to the Trust Accounts. The Trust Agreement provides for the issuance, from time to time, under the conditions, limitations and restrictions set forth therein, of additional notes, for the purpose of providing additional funds for the financing of Loans (said additional notes, together with 2000 Notes, being collectively referred to herein as 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 "ServicerNotes"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF ____________________The Notes are secured under the Trust Agreement which, AS NOMINEE FOR _________________.] All together with certain other documents, assigns to the Trustee for the benefit of the Note Owners (and certain others, as their interest may appear) all the rights and remedies of the Issuer under certain Loans and rights under various contracts providing for the issuance, guarantee and servicing of such Loans. Reference is hereby made to the Trust Agreement for the provisions, among others, with respect to the custody and application of the proceeds of the Notes, definitions of certain capitalized terms used in this 2000 Note, the nature and not otherwise defined herein the extent of the liens and security of the Trust Agreement, the collection and disposition of revenues, the funds charged with and pledged to the payment of the principal of and the interest on the Notes, the terms and conditions under which additional Notes may be issued, the rights, duties and immunities of the Trustee, the rights of the registered owners of the Notes, and the rights and obligations of the Issuer. By the acceptance of this 2000 Note, the registered owner hereof assents to all of the provisions of the Trust Agreement. The unpaid principal amount hereof from time to time outstanding shall have bear interest at a Series Interest Rate, as described below, payable on each applicable Series Payment Date to the meanings set forth extent of interest accrued on the principal then outstanding, such interest to accrue from the later of the date hereof or the date through which interest has been paid or duly provided for. Interest at a Series Interest Rate established pursuant to the Sixth Terms Supplement shall be computed for the actual number of days elapsed on the basis of a year consisting of 365/366 days, as applicable. During the Series Initial Period, this 2000 Note shall bear interest at the Series Initial Rate for the 2000 Notes of this Series. Thereafter until an Auction Period Adjustment, if any, this 2000 Note shall bear interest at a Series Interest Rate based on an Auction Period that shall, until adjusted pursuant to the Sixth Terms Supplement, consist of __ days, all as determined in the Pooling Sixth Terms Supplement. The Series Interest Rate to be borne by this 2000 Note after the Series Initial Period for each Auction Period, if any, or, an Auction Period Adjustment, if any, shall be the lesser of (i) the Net Loan Rate in effect for such Auction Period and Servicing Agreement(ii) the Auction Rate determined in accordance with the applicable provisions of the Sixth Terms Supplement. For good and valuable considerationIn no event shall the Series Interest Rate on this 2000 Note exceed 17.0% per annum. The Series Interest Period, including, without limitation, an Auction Period, the receipt applicable Series Interest Rate, the method of determining the applicable Series Interest Rate on each of the 2000 Notes and sufficiency the Auction Procedures related thereto, including, without limitation, required notices thereof to the Note Owners or Existing Note Owners of the 2000 Notes, an Auction Period Adjustment, a change in the Auction Date and the Note Interest Payment Dates will be determined in accordance with the terms, conditions and provisions of the Fourth Terms Supplement and the Auction Agency Agreement, to which terms, conditions and provisions specific reference is hereby made, and all of which is terms, conditions and provisions are hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that:specifically incorporated herein by reference.
Appears in 1 contract
Samples: Trust Agreement (Emt Corp)
Attest. Secretary Personally appeared before me By: ------------------------------ ------------------------------ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK Rights Agent By: -------------------------------- Authorized Signatory Date of Countersignature: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the above-named registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______ 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__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [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 _______________________ (the "Transferor") has reviewed the attached affidavit of hereby sells, assigns and transfers unto ____________________________________________________ _______________________________________________________________________________ (the "Transferee")Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and has no actual knowledge that such affidavit is not true, does hereby irrevocably constitute 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 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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: appoint ______________ (the "Purchaser") intends to purchase from ____________________ (Attorney, to transfer the "Transferor") $within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:_______ 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 _____ Signature Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Rights Agent, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Rights Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Signature Form of Reverse Side of Right Certificate--continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To _________________.] All terms used ____________: The undersigned hereby irrevocably elects to exercise _____________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of such Rights and not otherwise defined herein shall have the meanings set forth requests that certificates for such shares of Preferred Stock be issued in the Pooling name of: Please insert social security or other identifying number (Please print name and Servicing Agreement. For good address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and valuable considerationdelivered to: Please insert social security or other identifying number (Please print name and address) Dated: _____________, ____ Signature Form of Reverse Side of Right Certificate--continued Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution" meeting the receipt and sufficiency requirements of the Rights Agent, which is hereby acknowledged, requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Purchaser certifies, represents and warrants Rights Agent in addition to, and covenants withor in substitution for, STAMP, all in accordance with the Depositor and Securities Exchange Act of 1934, as amended. ------------------------------------------------------------------------------- The undersigned hereby certifies that the Trustee that:Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement).
Appears in 1 contract
Samples: Rights Agreement (Gamestop Corp)
Attest. Secretary ------------------------------------- Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______ 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 ____ day of ___________, 200__. ------------------------------------- Notary Public County of --------------------------- ___________________________ State of ---------------------------- ____________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 ------------------- EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 HE4 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 HE4 _______________________ (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 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 F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 HE4 RE: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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 July 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee trustee, and Xxxxxx Loan Servicing LPWilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 HE4 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 HE4 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2HE4, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of February July 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee (the "Trustee") and Xxxxxx Loan Servicing LP), Wilshire Credit Corporation, as servicer (the "Servicer"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF The Purchaser intends to register the Transferred Certificate in the name of ____________________, AS NOMINEE FOR 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 Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-He4)
Attest. Secretary Personally appeared before me Exhibit A To Warrant Certificate SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the above-named ______________, known or proved to me to be purchase of shares of Common Stock of [ ] and herewith makes payment therefor $ in cash ---- all at the same person who executed price and on the foregoing instrument terms and to be conditions specified in the _______ of Warrant Certificate and the InvestorWarrant Agreement, and acknowledged to me requests that he executed certificates for the same as his free act shares of Common Stock hereby purchased (and deed and any securities or other property issuable upon such exercise) be issued in the free act and deed name of the Investor. Subscribed and sworn before me this ____ day of ____, 200__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [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 _______________________ (the "Transferor") has reviewed the attached affidavit of and delivered to _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit whose address 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 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in the Warrant Certificate, that a new Warrant Certificate of like tenor and not otherwise defined herein shall have date for the meanings balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) Exhibit B To Warrant Certificate ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant Certificate, with respect to the number of shares of Common Stock set forth in the Pooling below: Name and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency Address of which is hereby acknowledged, the Purchaser certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that:Assignee: ------------------------------- ------------------------- ------------------------- -------------------------
Appears in 1 contract
Attest. Secretary ----------------------------- Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______ 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 ____ day of ________, 200__. ------------------------------------- ---------------------------------------- Notary Public County of --------------------------- ______________________________ State of ---------------------------- _______________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 ------------------ EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 RM2 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 _______RM2 ________________ (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 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 F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 RM2 RE: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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 May 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee trustee, and Xxxxxx Loan Servicing LPWilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 RM2 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 RM2 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2RM2, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of February May 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee (the "Trustee") and Xxxxxx Loan Servicing LP), Wilshire Credit Corporation, as servicer (the "Servicer"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF The Purchaser intends to register the Transferred Certificate in the name of ____________________, AS NOMINEE FOR 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 Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Rm2)
Attest. Secretary Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______ 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__. ------------------------------------- ---------------------------------------- Notary Public County of --------------------------- ------------------------------ State of ---------------------------- ------------------------------- My commission expires the ________ day of ______________ -------- -------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ ------------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 SD1 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 SD1 _______________________ (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 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 F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 SD1 RE: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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 August 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee trustee, and Xxxxxx Loan Servicing LPWilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 SD1 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 SD1 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2SD1, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of February August 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee (the "Trustee") and Xxxxxx Loan Servicing LP), Wilshire Credit Corporation, as servicer (the "Servicer"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF The Purchaser intends to register the Transferred Certificate in the name of ____________________, AS NOMINEE FOR 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 Trustee that:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Sd1)
Attest. Secretary Personally appeared before me SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument purchase of shares of Common Stock of [ ] and to be the __herewith makes payment therefor $_____ of in cash all at the Investorprice and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and acknowledged to me requests that he executed certificates for the same as his free act shares of Common Stock hereby purchased (and deed and any securities or other property issuable upon such exercise) be issued in the free act and deed name of the Investor. Subscribed and sworn before me this ____ day of ____, 200__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [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 _______________________ (the "Transferor") has reviewed the attached affidavit of and delivered to _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit whose address 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 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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 ________________________________ and, AS NOMINEE if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in the Warrant Certificate, that a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant Certificate, with respect to the number of shares of Common Stock set forth below: Name and Address of Assignee: ---------------------------- ------------------------- ------------------------- ------------------------- No. of Shares of Common Stock ______ and does hereby irrevocably constitute and appoint _________________.___________ attorney-in-fact to register such transfer on the books of [ ] All terms used and not otherwise defined herein shall have the meanings set forth maintained for that purpose, with full power of substitution in the Pooling and Servicing Agreementpremises. 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 Trustee that:Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------
Appears in 1 contract
Attest. Secretary Personally appeared before me Assistant Secretary. [GENERAL FORM OF COUPON] $ ------------ On the above-named ______________day of , known or proved to me to be 19 (unless the same person who executed the foregoing instrument bond here- ------ ---------- ---- inafter mentioned shall have been called for previous redemption and to be the _______ payment of the Investorredemption price thereof duly provided for), and acknowledged Scranton-Spring Brook Water Service Company will pay to me that he executed the same as his free act and deed and the free act and deed bearer, upon surrender hereof, at its office or agency in --------------- , ------------------------------- -------------------------------- Dollars ($ ) in any coin or currency of the Investor. Subscribed and sworn before me this ____ day United States --------- of ____, 200__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [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 _______________________ (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 Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a reasonable investigation America which at the time of payment shall be legal tender for the transfer payment of public and found private debts, being six months' interest then due on its First Mortgage Bonds % Series due --- , No. . --------------------------------- -------------------- --------------------------- Treasurer. (Reference to redemption shall be omitted from coupons annexed to bonds of any series that are not redeemable prior to the Transferee had historically paid its debts as they came due maturity of such coupons.) [GENERAL FORM OF FULLY REGISTERED BOND WITHOUT COUPONS] SCRANTON-SPRING BROOK WATER SERVICE COMPANY FIRST MORTGAGE BOND % SERIES DUE --- ----------------------- Due ---------------------- No. $ -------------------------- --------------- SCRANTON-SPRING BROOK WATER SERVICE COMPANY, a corporation or- ganized and found no significant evidence to indicate that existing under the Transferee will not continue laws of the Commonwealth of Pennsylvania (hereinafter sometimes called the Company), for value received promises to pay to , or ------------------------- registered assigns, on , ------------------------ ---------------- Dollars ($ ) at its debts as they become due. Very truly yoursoffice or agency in --------------- ---------- and ----------------------------- ------------------------------- in each year, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT F FORM OF TRANSFEROR CERTIFICATE [DATE] Xxxxx Fargo Bankto pay interest thereon at said office or agency, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxat the rate of % per annum from the semi-annual interest pay- --- ment date next preceding the date of this bond (unless this bond be dated on an interest payment date, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Mortgage Loan Trustin which case from the date hereof; or unless this bond be dated prior to the first interest payment date in respect thereof, Series 2006-2 RE: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 Ladies and Gentlemen: In connection with our disposition in which case from the beginning of the Class [____] Certificatefirst interest period for bonds of this series, we certify and except that (a) we understand that if this bond is delivered on a transfer or exchange of or in substitution for another bond or bonds it shall bear interest from the Certificates last preceding date to which interest shall have not been registered under paid on the Securities Act bond or bonds in respect of 1933, as amended (the "Act"which this bond is delivered), until the Company's obligation with respect to such principal sum shall be discharged. Both the principal of and are being disposed by us the interest on this bond shall be payable in a transaction that is exempt from the registration requirements any coin or currency of the Act United States of America which at the time of payment shall be legal tender for the payment of public 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 private debts. This bond is one of Section 5 an issue of bonds of the Act. All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated Company, known as of February 1, 2006, among Xxxxxxx Xxxxx its First 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")Bonds, issued pursuant and to be issued in one or more series under and equally and ratably secured (except as any sinking, amortization, improvement or other fund, established in accordance with the provisions of the indenture hereinafter men- tioned, may afford additional security for the bonds of any par- ticular series) by a Pooling certain mortgage and Servicing Agreementdeed of trust (hereinafter called the Indenture), dated as of February 1March 15, 2006 1946, made by the Company to Guaranty Trust Company of New York, as Trustee (hereinafter called the "Pooling and Servicing Agreement"Trustee), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor to which Indenture (the "Depositor"and to all indentures supplemental thereto), Xxxxx Fargo Bankreference is hereby made for a description of the property mortgaged, N.A.the nature and extent of the security, the rights and limitations of rights of the Company, the Trustee, and the holders of said bonds and the coupons appurtenant to coupon bonds, under the Indenture, and the terms and conditions upon which said bonds are secured, to all of the provisions of which Indenture and all such supplemental in- dentures in respect of such security, including the provisions of the Indenture permitting the issue of bonds of any series in respect of property which, under the restrictions and limitations therein specified, may be subject to liens prior to the lien of the Indenture, the holder, by accepting this bond, assents. To the extent permitted by and as trustee provided in the Indenture, the rights and obligations of the Company and of the holders of said bonds and coupons (including those pertaining to any sinking or other fund) may be changed and modified, with the "Trustee") consent of the Company, by the holders of at least 75% in aggregate principal amount of the bonds then outstanding, such percentage being determined as provided in the Indenture; provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will extend the time of payment of the principal of or the interest on this bond or reduce this principal amount hereof or the rate of interest hereon or effect any other modification of the terms of payment of such principal or interest or will permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture on any of the mortgaged property, or will deprive any non-assenting bondholder of a lien upon the mortgaged property for the security of his bond, or will reduce the percentage of bonds required for the aforesaid action under the Indenture. This bond is one of a series of bonds designated as the First Mortgage Bonds % ---- Series due of the Company. -------------------------------------- [Here insert reference to redemption if bonds of a particular series are so redeemable, and Xxxxxx Loan Servicing LP, as servicer (the "Servicer"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF ____________________, AS NOMINEE FOR _________________to sinking or other fund if such bonds are entitled thereto.] All terms used The principal of this bond may be declared or may become due prior to the maturity date hereinbefore named, on the conditions, in the manner and not otherwise defined herein shall have at the meanings times set forth in the Pooling Indenture, upon the happening of a default as therein defined. This bond is transferable by the registered owner hereof in person or by his duly authorized attorney at the office or agency of the Company in , upon sur- ------------------------------------ render and Servicing Agreement. For good and valuable consideration, the receipt and sufficiency cancellation of which is hereby acknowledged, the Purchaser certifies, represents and warrants tothis bond, and covenants withthereupon a new fully registered bond without coupons of the same series and maturity, for a like principal amount, will be issued to the Depositor transferee in exchange therefor, as provided in the Indenture. The Company will pay the interest on any fully registered bond without cou- pons only to or upon the order of the owner registered on the Company's books at the date interest is payable on such bond, according to the terms thereof. The Company and the Trustee that:and any registrar and any paying agent may deem and treat the person in whose name this bond is registered as the absolute owner here- of for the purpose of receiving payment and for all other pur- poses. [Here insert provisions for exchangeability, if any.] No recourse under or upon any covenant or obligation of the Indenture, or of any bonds or coupons thereby secured, or for any claim based thereon, or otherwise in any manner in respect there- of, shall be had against any incorporator, subscriber to the cap- ital stock, stockholder, officer or director, as such, of the Company, whether former, present or future, either directly, or indirectly through the Company or the Trustee, by the enforcement of any subscription to capital stock, assessment or otherwise, or by any legal or equitable proceeding by virtue of any constitu- tion, statue or otherwise (including, without limiting the gener- ality of the foregoing, any proceeding to enforce any claimed liability of stockholders of the Company based upon any theory of disregarding the corporate entity of the Company or upon any theory that the Company was acting as the agent or instrumental- ity of the stockholders), any and all such liability of incorpo- rators, stockholders, subscribers, officers and directors, as such, being released by the holder hereof, by the acceptance of this bond, and being likewise waived and released by the terms of the Indenture under which this bond is issued. This bond shall not be valid or become obligatory for any pur- pose until the certificate of authentication endorsed hereon shall have been signed by Guaranty Trust Company of New York, or its successor as Trustee under the Indenture.
Appears in 1 contract
Samples: Indenture of Mortgage and Deed of Trust (Southern Union Co)
Attest. Secretary Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______ 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__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] Xxxxx Fargo BankSTATE STREET BANK AND TRUST COMPANY, 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 _______________________ (the "Transferor") has reviewed the attached affidavit of __as Trustee By ___________________________ (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 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 ATTEST: ----------------------------- Title: Effective Date: January 13, 1998 STATE OF TRANSFEROR CERTIFICATE [DATE] Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 AttentionNEW YORK ) : Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2006-2 REss.: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 Ladies and Gentlemen: In connection with our disposition of COUNTY OF NEW YORK ) On the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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: ______________ (day of January in the "Purchaser"year 1998 before me personally came Xxxxxx Xxxxxxxxxx to me known, who, being by me duly sworn, did depose and say that he is the President of PDR Services Corporation, the corporation described in and which executed the above instrument; and that he signed his name thereto by like authority. ------------------------------- Notary Public COMMONWEALTH OF MASSACHUSETTS ) intends to purchase from : ss.: COUNTY OF NORFOLK ) On this ____ day of January, 1998, before me personally appeared ________________ (the "Transferor") $_______ , to me known, who, being by original principal balance (the "Transferred Certificates") of Ownit Mortgage Loan Trustme duly sworn, Mortgage Loan Asset-Backed Certificates, Series 2006-2, Class [____] (the "Certificates"), issued pursuant to a Pooling did depose 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 say that he is _____________________ of State Street Bank and Trust Company, AS NOMINEE FOR the bank and trust company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said bank and trust company. --------------------------------- Notary Public EXHIBIT B [FORM A OF GLOBAL CERTIFICATE.] CERTIFICATE OF BENEFICIAL INTEREST -Evidencing- All Undivided Interests -in- DIAMONDS TRUST SERIES 1 This is to certify that CEDE & CO. is the owner and registered holder of this Certificate evidencing the ownership of all of the fractional undivided interests in the DIAMONDS Trust Series 1 (herein called the "Trust") ("DIAMONDS"), created under the laws of the State of New York by the Standard Terms and Conditions of Trust and the Trust Indenture and Agreement (hereinafter called the "Agreement and Indenture"), each between PDR Services Corporation (hereinafter called the "Sponsor"), and State Street Bank and Trust Company, as Trustee (hereinafter called the "Trustee"), copies of which are available at the offices of the Trustee. At any given time this Certificate shall represent all undivided interests in the Trust which shall be the total number of Creation Unit size aggregations of DIAMONDS of undivided interest which are outstanding at such time. The Agreement and Indenture provide for the deposit of additional Securities from time to time with the Trustee, at which times the Trustee will create DIAMONDS in the corresponding number of Creation Unit size aggregations representing the additional Securities deposited with the Trust. The Sponsor and _________________.] All terms used _ as the initial depositor of the Securities hereby grant and not otherwise defined convey all of their rights, title and interest in and to the Trust to the extent of the undivided interest represented hereby to the registered holder of this Certificate subject to and in pursuance of the Agreement and Indenture, all the terms, conditions and covenants of which are incorporated herein shall have the meanings as if fully set forth at length. The registered holder of this Certificate is entitled at any time upon tender of this Certificate to the Trustee, endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form, at its Quincy office in the Pooling Commonwealth of Massachusetts and, upon payment of any tax or other governmental charges, to receive on or before the seventh calendar day following the day on which such tender is made or, if such calendar day is not a Business Day (as defined in the Indenture), on the next succeeding Business Day following such calendar day, such holder's ratable portion of each of the Securities for each Creation Unit size aggregation of DIAMONDS tendered and Servicing Agreementevidenced by this Certificate and a check or, if elected, a wire transfer, in an amount proportionate to money due such holder for each Creation Unit size aggregations of DIAMONDS tendered. For good The holder hereof may be required to pay a charge specified in the Agreement and valuable considerationIndenture issued in connection with the issuance, transfer or interchange of this Certificate and any tax or other governmental charge that may be imposed in connection with the receipt transfer, interchange or other surrender of this Certificate. The holder of this Certificate, by virtue of the purchase and sufficiency acceptance hereof, assents to and shall be bound by the terms of the Agreement and Indenture, copies of which are on file and available for inspection at reasonable times during business hours at the Quincy office of the Trustee, to which reference is hereby acknowledgedmade for all the terms, the Purchaser certifies, represents and warrants to, conditions and covenants with, thereof. The Trustee may deem and treat the Depositor person in whose name this Certificate is registered upon the books of the Trustee as the owner hereof for all purposes and the Trustee that:shall not be affected by any notice to the contrary. The Agreement and Indenture permits, with certain exceptions as therein provided, the amendment thereof, the modification of the rights and the obligations of the Sponsor, the Trustee and the holders of DIAMONDS in Creation Unit size aggregations thereunder and the waiver of the performance of any of the provisions thereof at any time with the consent of the holders of DIAMONDS in Creation Unit size aggregations or DIAMONDS, evidencing 51% of Creation Unit size aggregations of DIAMONDS or, proportionately, DIAMONDS at any time outstanding under the Indenture. Any such consent or waiver by the holder of DIAMONDS shall be conclusive and binding upon such holder of DIAMONDS and upon all future holders of DIAMONDS, and shall be binding upon any DIAMONDS, whether evidenced by a Certificate or held in uncertificated form, issued upon the registration or transfer hereof whether or not notation of such consent or waiver is made upon this Certificate and whether or not the DIAMONDS in Creation Unit size aggregations evidenced hereby are at such time in uncertificated form. The Agreement and Indenture also permits the amendment thereof, in certain limited circumstances, without the consent of any holders of DIAMONDS. This Certificate shall not become valid or binding for any purpose until properly executed by the Trustee under the Agreement and Indenture. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Appears in 1 contract
Samples: Standard Terms and Conditions of Trust (Diamonds Trust Series I)
Attest. Secretary Personally appeared before me Name: Title: CERTIFICATE OF AUTHENTICATION This Note is one of the above-named 1999 Notes designated in and issued under the provisions of the within mentioned Trust Agreement. NDB Bank N.A. Indianapolis, Indiana, as Trustee By: -------------------------------- Authorized Representative Date of Authentication: ------------------------------------------------ ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto_____________________________________, known or proved to me to be the same person who executed the foregoing instrument within Note and to be the _______ 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__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the irrevocably appoints ________ day ___________________________________________, attorney in-fact, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:_________________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [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 ___________________________ (NOTICE: The signature to this Signature Guaranteed: assignment must correspond with the "Transferor") has reviewed name as it appears upon the attached affidavit face of the ____________________________ within Note in every particular, without any alteration whatsoever. Name and Address:____________________________ Tax Identification Number or Social Security Number(s):_______________________________ (the "Transferee")END OF FORM OF 1999 NOTE EXHIBIT B EMT CORP. STUDENT LOAN ASSET-BACKED NOTES, AUCTION RATE SECURITIES [1999 SENIOR SERIES A-__] NOTICE OF PAYMENT DEFAULT ------------------------- NOTICE IS HEREBY GIVEN that an Event of Default has occurred 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 continuing with respect to the Class R Certificate referred to in Notes identified above. The next Auction for 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 1999 Notes will not continue to pay its debts be held. The Auction Rate for the 1999 Notes for the next succeeding Series Interest Period shall be the Non-Payment Rate. -------------------------- as they become due. Very truly yours, ---------------------------------------- Trustee Dated: By: -------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT F FORM OF TRANSFEROR CERTIFICATE C EMT CORP. STUDENT LOAN ASSET-BACKED NOTES, AUCTION RATE SECURITIES [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 [__1999 SENIOR SERIES A-__] Certificate, we certify NOTICE OF CURE OF PAYMENT DEFAULT --------------------------------- NOTICE IS HEREBY GIVEN that (a) we understand that the Certificates have not been registered under the Securities Act an Event of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Default with respect thereto, in a manner that would be deemed, to the Notes identified above has been waived or taken any other action that would result in, a violation of Section 5 of the Actcured. 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, The next 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 Payment Date is ____________________, AS NOMINEE FOR ______ and the next Auction Date is _________________.______. --------------------------------- as Trustee Dated: By: ------------------------------ Name: Title: EXHIBIT D EMT CORP. STUDENT LOAN ASSET-BACKED NOTES, AUCTION RATE SECURITIES [1999 SENIOR SERIES A-__] 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 NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT -------------------------------------------- Notice is hereby acknowledged, given that the Purchaser certifies, represents and warrants to, and covenants with, Issuer proposes to change the Depositor length of one or more Auction Periods pursuant to the Second Terms Supplement to the Trust Agreement as follows:
1. The change shall take effect on the Series Payment Date for the current Auction Period and the Trustee that:date of commencement of the next Auction Period (the "Effective Date").
Appears in 1 contract
Samples: Trust Agreement (Emt Corp)
Attest. Secretary ---------------------- Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the _______ 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 ____ day of ______, 200__. ------------------------------------- Notary Public County of --------------------------- __________________________ State of ---------------------------- ___________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 ------------------ EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 FM1 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 FM1 _______________________ (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 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 F FORM OF TRANSFEROR CERTIFICATE [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 FM1 RE: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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 June 1, 2006, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee trustee, and Xxxxxx Loan Servicing LPWilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ ----------------------------------- Name: ---------------------------------- Title ---------------------------------- F-1 Title: --------------------------------- EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association 000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx XxxxxxxxXxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Series 2006-2 FM1 Re: Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 FM1 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of Ownit Xxxxxxx Xxxxx Mortgage Loan Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2FM1, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of February June 1, 2006 (the "Pooling and Servicing Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as trustee (the "Trustee") and Xxxxxx Loan Servicing LP), Wilshire Credit Corporation, as servicer (the "Servicer"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF The Purchaser intends to register the Transferred Certificate in the name of ____________________, AS NOMINEE FOR 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 Trustee that:
Appears in 1 contract
Attest. Secretary Personally appeared before me SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the above-named ______________, known or proved to me to be the same person who executed the foregoing instrument purchase of shares of Common Stock of [ ] and to be the __herewith makes payment therefor $_____ of in cash all at the Investorprice and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and acknowledged to me requests that he executed certificates for the same as his free act shares of Common Stock hereby purchased (and deed and any securities or other property issuable upon such exercise) be issued in the free act and deed name of the Investor. Subscribed and sworn before me this ____ day of ____, 200__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [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 _______________________ (the "Transferor") has reviewed the attached affidavit of and delivered to _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit whose address 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 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 Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that is exempt from the registration requirements of the 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 Section 5 of the Act. 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 ____________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in the Warrant Certificate, that a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant Certificate, with respect to the number of shares of Common Stock set forth below: Name and Address of Assignee: --------------------------------- ----------------------------- ----------------------------- ----------------------------- No. of Shares of Common Stock ------- and does hereby irrevocably constitute and appoint ______._ attorney-in-fact to register such transfer on the books of [ ] All terms used and not otherwise defined herein shall have the meanings set forth maintained for that purpose, with full power of substitution in the Pooling and Servicing Agreementpremises. 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 Trustee that:Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------
Appears in 1 contract