Common use of In the Agreement Clause in Contracts

In the Agreement. The custodian makes no representations or warranties as to the validity, legality, recordability, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage Loan or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-referenced Pooling and Servicing Agreement. WELLS FARGO BANK, N.A., as Cusxxxxxn By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-1 FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21040 Xxxention: Corporate Xxxxx Xxxxxxxx - Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxs Trust, Series 2005-HE2 Ladies and Gexxxxxxx: We propose to purchase Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Cerxxxxxxxex, Xxries 2005-HE2, Class R, described in the Prospectus Supplement, dated August 29, 2005, and Prospectus, dated August 26, 2005. 1. We certify that (a) we are not a disqualified organization and (b) we are not purchasing such Class R Certificate on behalf of a disqualified organization; for this purpose the term "disqualified organization" means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (except any entity treated as other than an instrumentality of the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code")), any organization (other than a cooperative described in Section 521 of the Code) that is exempt from taxation under the Code (unless such organization is subject to tax on excess inclusions) and any organization that is described in Section 1381(a)(2)(C) of the Code. We understand that any breach by us of this certification may cause us to be liable for an excise tax imposed upon transfers to disqualified organizations.

In the Agreement. The custodian makes no representations or warranties as to the validity, legality, recordability, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage Loan or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-referenced Pooling and Servicing Agreement. WELLS [XXXXX FARGO BANK, N.A., as Cusxxxxxn Custodian] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ------------------------------------ ____________________________ Name: ---------------------------------- __________________________ Title: --------------------------------- _________________________ EXHIBIT E-1 FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] Wells Xxxxx Fargo Bank, N.A. 9062 Old Annapolis Road Columbia0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Maryland 21040 XxxentionXxxxxxxx 00000 Attention: Corporate Xxxxx Xxxxxxxx Trust Services - Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxs Mortgage Investors Trust, Series 2005-HE2 HE3 Ladies and GexxxxxxxGentlemen: We propose to purchase Merrill Lynch Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed CerxxxxxxxexCertificates, Xxries Series 2005-HE2HE3, Class R, described in the Prospectus Supplement, dated August 29December [____], 2005, and Prospectus, dated August 26, 2005. 1. We certify that (a) we are not a disqualified organization and (b) we are not purchasing such Class R Certificate on behalf of a disqualified organization; for this purpose the term "disqualified organization" means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (except any entity treated as other than an instrumentality of the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code")), any organization (other than a cooperative described in Section 521 of the Code) that is exempt from taxation under the Code (unless such organization is subject to tax on excess inclusions) and any organization that is described in Section 1381(a)(2)(C) of the Code. We understand that any breach by us of this certification may cause us to be liable for an excise tax imposed upon transfers to disqualified organizations.

In the Agreement. The custodian makes no representations or warranties as to the validity, legality, recordability, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage Loan or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-referenced Pooling and Servicing Agreement. WELLS XXXXX FARGO BANK, N.A., as Cusxxxxxn Custodian By: ------------------------------------ __________________________________ Name: ---------------------------------- ________________________________ Title: --------------------------------- _______________________________ EXHIBIT E-1 FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] Wells Xxxxx Fargo Bank, N.A. 9062 Old Annapolis Road Columbia0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Maryland 21040 XxxentionXxxxxxxx 00000 Attention: Corporate Xxxxx Xxxxxxxx Trust Services - Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxs Mortgage Investors Trust, Series 2005-HE2 WMC2 Ladies and GexxxxxxxGentlemen: We propose to purchase Merrill Lynch Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed CerxxxxxxxexCertificates, Xxries Series 2005-HE2WMC2, Class R, described in the Prospectus Supplement, dated August 29May 26, 2005, and Prospectus, dated August 26January 19, 2005. 1. We certify that (a) we are not a disqualified organization and (b) we are not purchasing such Class R Certificate on behalf of a disqualified organization; for this purpose the term "disqualified organization" means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (except any entity treated as other than an instrumentality of the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code")), any organization (other than a cooperative described in Section 521 of the Code) that is exempt from taxation under the Code (unless such organization is subject to tax on excess inclusions) and any organization that is described in Section 1381(a)(2)(C) of the Code. We understand that any breach by us of this certification may cause us to be liable for an excise tax imposed upon transfers to disqualified organizations.

In the Agreement. The custodian makes no representations or warranties as to the validity, legality, recordability, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage Loan or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-referenced Pooling and Servicing Agreement. WELLS [XXXXX FARGO BANK, N.A., as Cusxxxxxn Custodian] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] Wells Fargo BankLaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, N.A. 9062 Old Annapolis Road ColumbiaXxxxx 0000 Xxxxxxx, Maryland 21040 XxxentionXxxxxxxx 00000 Attention: Corporate Xxxxx Xxxxxxxx Trust Services - Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxs Mortgage Investors Trust, Series 20052006-HE2 WMC2 Ladies and GexxxxxxxGentlemen: We propose to purchase Merrill Lynch Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed CerxxxxxxxexCertificates, Xxries 2005Series 2006-HE2WMC2, Class R, described in the Prospectus Supplement, dated August 29March 28, 20052006, and Prospectus, dated August 26January 18, 20052006. 1. We certify that (a) we are not a disqualified organization and (b) we are not purchasing such Class R Certificate on behalf of a disqualified organization; for this purpose the term "disqualified organization" means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (except any entity treated as other than an instrumentality of the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code")), any organization (other than a cooperative described in Section 521 of the Code) that is exempt from taxation under the Code (unless such organization is subject to tax on excess inclusions) and any organization that is described in Section 1381(a)(2)(C) of the Code. We understand that any breach by us of this certification may cause us to be liable for an excise tax imposed upon transfers to disqualified organizations.

In the Agreement. The custodian makes no representations or warranties as to the validity, legality, recordability, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage Loan or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-referenced Pooling and Servicing Agreement. WELLS FARGO BANK, N.A., as Cusxxxxxn Xxxxodian By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-1 FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21040 Xxxention21000 Xxtention: Corporate Xxxxx Xxxxxxxx - Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxs Xxxxxxxrs Trust, Series 2005-HE2 Ladies and GexxxxxxxFM1 Lxxxxx xnx Xxxtlemen: We propose to purchase Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed CerxxxxxxxexCexxxxxxxtxx, Xxries Xeries 2005-HE2FM1, Class R, described in the Prospectus Supplement, dated August 29, 2005, and Prospectus, dated August 26, 2005. 1. We certify that (a) we are not a disqualified organization and (b) we are not purchasing such Class R Certificate on behalf of a disqualified organization; for this purpose the term "disqualified organization" means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (except any entity treated as other than an instrumentality of the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code")), any organization (other than a cooperative described in Section 521 of the Code) that is exempt from taxation under the Code (unless such organization is subject to tax on excess inclusions) and any organization that is described in Section 1381(a)(2)(C) of the Code. We understand that any breach by us of this certification may cause us to be liable for an excise tax imposed upon transfers to disqualified organizations.