Common use of Attest Clause in Contracts

Attest. Secretary SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to _____________________________ whose address is ________________________________ 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 [ ] maintained for that purpose, with full power of substitution in the premises. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------

Attest. Secretary SUBSCRIPTION FORM [To be executed only upon exercise Name: Title: CERTIFICATE OF AUTHENTICATION This Note is one of Warrants] The the 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 registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] hereby sells, assigns and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to _____________________________ whose address is transfers unto________________________________ 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-_, the within Note and irrevocably appoints __________________________________________________, attorney in-fact fact, to register such transfer the within Note on the books of [ ] maintained kept for that purposeregistration thereof, with full power of substitution in the premises. Dated:_________________ ___________________________ NOTICE: ------------------------------- The signature to this Signature Guaranteed: assignment must correspond with the name as it appears upon the face of the ____________________________ within Note in every particular, without any alteration whatsoever. Name and Address:____________________________ Tax Identification Number or Social Security Number(s):_______________________________ 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 is continuing with respect to the Notes identified above. The next Auction for the 1999 Notes will not be held. The Auction Rate for the 1999 Notes for the next succeeding Series Interest Period shall be the Non-Payment Rate. -------------------------- as Trustee Dated: By: -------------------------- Name: -------------------------------- SignatureTitle: ---------------------------EXHIBIT C EMT CORP. STUDENT LOAN ASSET-BACKED NOTES, AUCTION RATE SECURITIES [1999 SENIOR SERIES A-__] NOTICE OF CURE OF PAYMENT DEFAULT --------------------------------- NOTICE IS HEREBY GIVEN that an Event of Default with respect to the Notes identified above has been waived or cured. The next Series Payment Date is __________________________ 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-__] NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT -------------------------------------------- Notice is hereby given that the Issuer proposes to change the 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 date of commencement of the next Auction Period (the "Effective Date").

Attest. Secretary SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for ----------------------------- Personally appeared before me the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of 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 delivered 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 ______________________________ whose address is _State of _______________________________ and, if such shares of Common Stock shall not include all of My commission expires 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 ________ attorneyday of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------ EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-RM2 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-RM2 RE: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM2 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the 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 May 1, 2006, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-fact RM2 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM2 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM2, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2006 (the "Pooling and Servicing Agreement"), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register such transfer on the books of [ ] maintained for that purpose, with full power of substitution Transferred Certificate in the premisesname of ____________________, as nominee for _________________.] All terms used and not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------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:

Attest. Secretary SUBSCRIPTION FORM [To Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] foregoing instrument and herewith makes payment therefor $to be the _______ in cash all at of the price Investor, and on acknowledged to me that he executed the terms same as his free act and conditions specified in the Warrant Certificate deed and the Warrant Agreementfree act and deed of the Investor. Subscribed and sworn before me this ___ day of ____, and requests that certificates for 200_. ---------------------------------------- Notary Public County of ------------------------------ State of ------------------------------- My commission expires the shares day of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of -------- -------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-SD1 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1 _______________________ and delivered to (the "Transferor") has reviewed the attached affidavit of _____________________________ whose address (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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-SD1 RE: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the 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 August 1, 2006, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, ---------------------------------------- Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-SD1 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2006 (the "Pooling and Servicing Agreement"), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for ____________ 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 _.] All terms used and not otherwise defined herein shall have the books of [ ] maintained for that purpose, with full power of substitution meanings set forth in the premisesPooling and Servicing Agreement. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------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:

Attest. Secretary SUBSCRIPTION Assistant Secretary. [GENERAL FORM OF COUPON] $ ------------ On the day of , 19 (unless the bond here- ------ ---------- ---- inafter mentioned shall have been called for previous redemption and payment of the redemption price thereof duly provided for), Scranton-Spring Brook Water Service Company will pay to bearer, upon surrender hereof, at its office or agency in --------------- , ------------------------------- -------------------------------- Dollars ($ ) in any coin or currency of the United States --------- of America which at the time of payment shall be legal tender for the payment of public and 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 maturity of such coupons.) [To be executed only upon exercise 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 existing under the laws of Warrants] The undersigned the Commonwealth of Pennsylvania (hereinafter sometimes called the Company), for value received promises to pay to , or ------------------------- registered owner assigns, on , ------------------------ ---------------- Dollars ($ ) at its office or agency in --------------- ---------- and ----------------------------- ------------------------------- in each year, to pay interest thereon at said office or agency, at the rate of % per annum from the semi-annual interest pay- --- ment date next preceding the date of this Warrant Certificate irrevocably exercises Warrants bond (unless this bond be dated on an interest payment date, in which case from the date hereof; or unless this bond be dated prior to the first interest payment date in respect thereof, in which case from the beginning of the first interest period for bonds of this series, and except 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 last preceding date to which interest shall have been paid on the bond or bonds in respect of which this bond is delivered), until the Company's obligation with respect to such principal sum shall be discharged. Both the principal of and the interest on this bond shall be payable in any coin or currency of the United States of America which at the time of payment shall be legal tender for the purchase payment of shares public and private debts. This bond is one of Common Stock an issue of [ ] bonds of the Company, known as its First Mortgage Bonds, issued and herewith makes payment therefor $_____ to be issued in cash 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 certain mortgage and deed of trust (hereinafter called the Indenture), dated as of March 15, 1946, made by the Company to Guaranty Trust Company of New York, as Trustee (hereinafter called the Trustee), to which Indenture (and to all at indentures supplemental thereto), reference is hereby made for a description of the price property mortgaged, the nature and on 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 specified in the Warrant Certificate and the Warrant Agreementupon which said bonds are secured, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to _____________________________ whose address is ________________________________ and, if such shares of Common Stock shall not include all of the shares provisions of Common Stock issuable 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 provided in the Warrant CertificateIndenture, 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 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 to sinking or other fund if such bonds are entitled thereto.] 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 at the times set forth in the 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 cancellation of this bond, and thereupon a new Warrant Certificate fully registered bond without coupons of the same series and maturity, for a like tenor principal amount, will be issued to the 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 date the Trustee 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 balance 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 shares Indenture, or of Common Stock issuable thereunder any bonds or coupons thereby secured, or for any claim based thereon, or otherwise in any manner in respect there- of, shall be delivered had against any incorporator, subscriber 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 cap- ital stock, stockholder, officer or director, as such, of the attached Warrant Certificate hereby sellsCompany, assigns and transfers unto whether former, present or future, either directly, or indirectly through the assignee named below all 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 rights foregoing, any proceeding to enforce any claimed liability of stockholders of the undersigned 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 Warrant Certificatebond 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, with respect to or its successor as Trustee under 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 [ ] maintained for that purpose, with full power of substitution in the premises. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------Indenture.

Attest. Secretary SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant AgreementTitle: STATE STREET BANK AND TRUST COMPANY, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to __as Trustee By ___________________________ whose address Title: ATTEST: ----------------------------- Title: Effective Date: January 13, 1998 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On the ____ day of January in the year 1998 before me personally came ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 ) : ss.: COUNTY OF NORFOLK ) On this ____ day of January, 1998, before me personally appeared ______________, to me known, who, being by me duly sworn, did depose and say that he is __________________ of State Street Bank and Trust Company, 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 ________________ as the initial depositor of the Securities hereby grant and 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 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 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 shares 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 Common Stock each of the Securities for each Creation Unit size aggregation of DIAMONDS tendered and evidenced 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. The holder hereof may be required to pay a charge specified in the Agreement and Indenture 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 transfer, interchange or other surrender of this Certificate. The holder of this Certificate, by virtue of the purchase and 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 made for all the terms, conditions and covenants thereof. The Trustee may deem and treat the person in whose name this Certificate is registered upon the books of the Trustee as the owner hereof for all purposes and the Trustee 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 affected by any notice to the undersignedcontrary. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) ASSIGNMENT FORM FOR VALUE RECEIVED The Agreement and Indenture permits, with certain exceptions as therein provided, the undersigned registered owner of amendment thereof, the attached Warrant Certificate hereby sells, assigns and transfers unto the assignee named below all modification of the rights and the obligations of the undersigned 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 Warrant CertificateCertificate 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, with respect 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 number Trustee or its agent for registration of shares of Common Stock set forth below: Name transfer, exchange, or payment, 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 [ ] maintained for that purpose, with full power of substitution any certificate issued is registered in the premises. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------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.

Attest. Secretary 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 purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ $ in cash ---- all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to _____________________________ whose address is ________________________________ 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) 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 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 [ ] maintained for that purpose, with full power of substitution in the premises. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------------------------------- ------------------------- -------------------------

Attest. Secretary SUBSCRIPTION FORM [To Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] foregoing instrument and herewith makes payment therefor $to be the _______ in cash all at of the price Investor, and on acknowledged to me that he executed the terms same as his free act and conditions specified in the Warrant Certificate deed and the Warrant Agreementfree act and deed of the Investor. Subscribed and sworn before me this ____ day of ____, and requests that certificates for 200__. ------------------------------------- Notary Public County of --------------------------- State of ---------------------------- My commission expires the shares ________ day of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------ E-1-7 EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2006-2 Re: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-2 _______________________ and delivered to (the "Transferor") has reviewed the attached affidavit of _____________________________ whose address (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] ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as trustee and ▇▇▇▇▇▇ 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] ▇▇▇▇▇ Fargo Bank, N.A. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor (the "Depositor"), ▇▇▇▇▇ Fargo Bank, N.A., as trustee (the "Trustee") and ▇▇▇▇▇▇ 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 _.] All terms used and not otherwise defined herein shall have the books of [ ] maintained for that purpose, with full power of substitution meanings set forth in the premisesPooling and Servicing Agreement. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------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:

Attest. Secretary SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for -------------------------- Personally appeared before me the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of 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 delivered 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_. ___________________ whose address is ________________________________ and, if such shares Notary Public County 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 ___________________________ attorneyState of ____________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ EXHIBIT J-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 1625 Attention: Worldwide Securities/Structured Finance Services-▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-inSL2 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-fact Backed Certificates, Series 2006-SL2 _______________________ (the "Transferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true, and has no reason to register believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class [R][G] Certificate referred to in the attached affidavit. In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT K FORM OF CLASS G CERTIFICATES SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("THE CODE"). THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE SPONSOR, THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIANS REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC RESIDUAL INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE SPONSOR, THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIANS OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS G-[_] CERTIFICATE MAY NOT BE TRANSFERRED, EXCEPT IN ACCORDANCE WITH SECTION 3.05 OF THE TRUST AGREEMENT AND THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY IN ACCORDANCE WITH SECTION 3.05 OF THE TRUST AGREEMENT. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE (A) A TRANSFER AFFIDAVIT FROM THE PROSPECTIVE INVESTOR; AND (B) AN AFFIDAVIT FROM THE TRANSFEROR REGARDING THE OFFERING AND SALE OF THE CERTIFICATE. NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH A REPRESENTATION THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO STATE, LOCAL, FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN. FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR. CLASS G-[_] CERTIFICATE Number: 06-SL2-G-[_] Original Denomination: $[___________] Cut-off Date: July 1, 2006 Last Scheduled Distribution Date: May 25, 2037 First Distribution Date: August 25, 2006 Aggregate Initial Certificate Balance of all Class G-[_] Certificates: $0 Pass-Through Rate: Variable(2) CUSIP: [________] ---------- (2) Subject to a cap as described in the Agreement. ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS TRUST MORTGAGE LOAN ASSET-BACKED SECURITIES, Series 2006-SL2 evidencing an ownership interest in distributions allocable to the Class G-[_] Certificates with respect to a pool of conventional, sub-prime mortgage loans and home equity revolving lines of credit formed and sold by ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS, INC. This certifies that ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED is the registered owner of the ownership interest (the "Ownership Interest") evidenced by this Certificate in certain distributions with respect to a pool of conventional, sub-prime mortgage loans and home equity revolving lines of credit (the "Mortgage Loans") formed and sold by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the "Depositor"), and certain other property held in trust for the benefit of Securityholders (collectively, the "Trust Fund"). The Mortgage Loans are serviced by Wilshire Credit Corporation and Countrywide Home Loans Servicing LP (the "Servicers") and are secured by second liens on Mortgaged Properties. The Trust Fund was created pursuant to a trust agreement (the "Agreement"), dated as of January 1, 2006, between the Depositor and Wilmington Trust Company (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is one of a duly authorized issue of Certificates, designated as ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Securities, Series 2006-SL2, Class G-[_] (the "Class G-[_] Certificates") and is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which Agreement such transfer Holder is bound. The Class A Notes, the Class M Notes, the Class B Notes, the Class P Certificates, the Class C Certificates, the Class G Certificates and the Class R Certificates are collectively referred to herein as the "Securities." Pursuant to the terms of the Agreement, the Securities Administrator will distribute from funds in the Certificate Distribution Account the amounts described in the Agreement on the books 25th day of [ ] each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in August 2006. Such distributions will be made to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month in which such payment is made. Distributions on this Certificate will be made either by check mailed to the address of the person entitled to distributions as it appears on the Certificate Register or, in the case of any certificateholder that has so notified the Securities Administrator in writing in accordance with the Agreement, by wire transfer in immediately available funds to the account of such certificateholder at a bank or other depository institution having appropriate wire transfer facilities; provided, however, that the final distribution in retirement of the certificates will be made only upon presentation and surrender of this Certificate at the office of the Securities Administrator or such other address designated in writing by the Securities Administrator. On each Distribution Date, a holder of this Certificate will receive such holder's Percentage Interest of the amounts required to be distributed with respect to the applicable Class of Certificates. The Securities Administrator will maintain or cause to be maintained a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee will provide for the registration of Certificates and of transfers and exchanges of Certificates. Upon surrender for registration of transfer of any Certificate at any office or agency of the Securities Administrator, or, if an Authenticating Agent has been appointed under the Agreement, the Authenticating Agent, maintained for that such purpose, with full power of substitution the Securities Administrator, will, subject to the limitations set forth in the premisesAgreement, authenticate and deliver, in the name of the designated transferee or transferees, a Certificate of a like class and dated the date of authentication by the Authenticating Agent. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator, of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator, for that purpose and specified in such notice of final distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Attest. Secretary SUBSCRIPTION FORM [To ---------------------- Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] foregoing instrument and herewith makes payment therefor $to be the _______ in cash all at of the price Investor, and on acknowledged to me that he executed the terms same as his free act and conditions specified in the Warrant Certificate deed and the Warrant Agreementfree act and deed of the Investor. Subscribed and sworn before me this day of _________, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name 200__. Notary Public County of __________________________ and delivered to State of ___________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------ EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-FM1 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 _______________________ (the "Transferor") has reviewed the attached affidavit of _____________________________ whose address (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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-FM1 RE: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the 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 June 1, 2006, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, Name of Transferor By: ----------------------------------- Name: ---------------------------------- Title: --------------------------------- EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-FM1 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2006 (the "Pooling and Servicing Agreement"), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for ____________ 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 _.] All terms used and not otherwise defined herein shall have the books of [ ] maintained for that purpose, with full power of substitution meanings set forth in the premisesPooling and Servicing Agreement. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------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:

Attest. Secretary SUBSCRIPTION FORM [To be executed only upon exercise Name: Title: CERTIFICATE OF AUTHENTICATION This Note is one of Warrants] The the 1999-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 registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] hereby sells, assigns and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to transfers unto _____________________________________________________, the within Note and irrevocably appoints ___________________ whose address is attorney-in-fact, to transfer the within Note on the books registration thereof, with full power of substitution in the premises. Dated: ______________________ NOTICE: The signature to this assignment Signature Guaranteed: must correspond with the name as it appears upon the face of the within Note ___________________________ 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 "Issuer"), for value received, promises to pay, from the sources herein described, to the registered Note Owner identified above, or registered assigns, upon presentation and surrender 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 to pay to the 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 Trust Agreement dated as of May 15, 1998, by the Sixth Terms Supplement dated as of April 1, 2000, (the "Sixth Terms Supplement" and, if together, the "Trust Agreement") between the Issuer and such shares Trustee. This 2000 Note is one of Common Stock shall not include all a duly authorized issue of notes of the shares of Common Stock issuable Issuer designated as provided "EMT Corp. Student Loan Asset-Backed Auction Rate Notes, [2000 Senior Series A1-__]" or [2000 Senior Subordinate Series B1-2] (herein referred to by specific Series as the "2000 Series ___ Notes" and collectively with certain other Notes issued simultaneously therewith, as the "2000 Notes"), in the Warrant Certificate, that a new Warrant Certificate aggregate principal amount 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 issued under the Trust Agreement. The 2000 Notes are issued to register 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 "Notes"). The Notes are secured under the Trust Agreement which, 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 transfer 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 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 books Notes, the terms and conditions under which additional Notes may be issued, the rights, duties and immunities of [ ] maintained 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 bear interest at a Series Interest Rate, as described below, payable on each applicable Series Payment Date to the 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 purposeshall, with full power until adjusted pursuant to the Sixth Terms Supplement, consist of substitution __ days, all as determined in the premisesSixth Terms Supplement. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------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 (ii) the Auction Rate determined in accordance with the applicable provisions of the Sixth Terms Supplement. In 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 applicable Series Interest Rate, the method of determining the applicable Series Interest Rate on each of the 2000 Notes and 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 terms, conditions and provisions are hereby specifically incorporated herein by reference.

Attest. Secretary SUBSCRIPTION 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 only upon exercise of Warrants] The undersigned by the registered owner of this Warrant Certificate irrevocably exercises Warrants for holder if such holder desires to transfer the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exerciseRight Certificate.) be issued in the name of FOR VALUE RECEIVED ____________________ and delivered to _____________________________ whose address is ________________________________ 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 ____________________________________________________ _______________________________________________________________________________ (Please print name and address of the rights of the undersigned under transferee) this Warrant Right Certificate, together with respect to the number of shares of Common Stock set forth below: Name all right, title and Address of Assignee: --------------------------------- ----------------------------- ----------------------------- ----------------------------- No. of Shares of Common Stock ------- interest therein, and does hereby irrevocably constitute and appoint _________________________________ attorney-in-fact Attorney, to register such transfer the within Right Certificate on the books of [ ] maintained for that purposethe within-named Company, with full power of substitution. Dated:_____________________, _____ 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 premisesRights 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 _____________________________: 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 requests that certificates for such shares of Preferred Stock be issued in the name of: Please insert social security or other identifying number (Please print name and 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 delivered to: Please insert social security or other identifying number (Please print name and address) Dated: ------------------------------- Name_____________, ____ Signature Form of Reverse Side of Right Certificate--continued Signature Guaranteed: -------------------------------- Signature: ---------------------------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).

Attest. Secretary SUBSCRIPTION FORM [To ------------------------------------- Personally appeared before me the above-named ______________, known or proved to me to be the same person who executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] foregoing instrument and herewith makes payment therefor $to be the _______ in cash all at of the price Investor, and on acknowledged to me that he executed the terms same as his free act and conditions specified in the Warrant Certificate deed and the Warrant Agreementfree act and deed of the Investor. Subscribed and sworn before me this day of ______________, and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name 200_. Notary Public County of ___________________________ and delivered to State of ____________________________ My commission expires the ________ day of ______________ By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------- EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-HE4 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4 _______________________ (the "Transferor") has reviewed the attached affidavit of _____________________________ whose address (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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-HE4 RE: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4 Ladies and Gentlemen: In connection with our disposition of the Class [____] Certificate, we certify that (a) we understand that the Certificates have not been registered under the 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 July 1, 2006, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor, LaSalle Bank National Association, as trustee, and Wilshire Credit Corporation, as servicer. Very truly yours, Name of Transferor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- F-1 EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) [DATE] LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-HE4 Re: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4 Ladies and Gentlemen: ______________ (the "Purchaser") intends to purchase from ________________ (the "Transferor") $_______ by original principal balance (the "Transferred Certificates") of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4, Class [____] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as of July 1, 2006 (the "Pooling and Servicing Agreement"), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the "Trustee"), Wilshire Credit Corporation, as servicer (the "Servicer"). [The Purchaser intends to register the Transferred Certificate in the name of ____________________, as nominee for ____________ 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 _.] All terms used and not otherwise defined herein shall have the books of [ ] maintained for that purpose, with full power of substitution meanings set forth in the premisesPooling and Servicing Agreement. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------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: