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. [XXXXX FARGO BANK, N.A., as Custodian] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-WMC2 Ladies and Gentlemen: We propose to purchase Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-WMC2, Class R, described in the Prospectus Supplement, dated March 28, 2006, and Prospectus, dated January 18, 2006. 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. [XXXXX FARGO BANK, N.A., as Custodian] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ------------------------------------ ____________________________ Name: ---------------------------------- __________________________ Title: --------------------------------- _________________________ EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx XxxxxxFargo Bank, Xxxxx N.A. 0000 XxxxxxxXxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 20062005-WMC2 HE3 Ladies and Gentlemen: We propose to purchase Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 20062005-WMC2HE3, Class R, described in the Prospectus Supplement, dated March 28December [____], 20062005, and Prospectus, dated January 18August 26, 20062005. 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. [XXXXX FARGO BANK, N.A., as Custodian] Custodian By: ------------------------------------ __________________________________ Name: ---------------------------------- ________________________________ Title: --------------------------------- _______________________________ EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx XxxxxxFargo Bank, Xxxxx N.A. 0000 XxxxxxxXxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 20062005-WMC2 Ladies and Gentlemen: We propose to purchase Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 20062005-WMC2, Class R, described in the Prospectus Supplement, dated March 28May 26, 20062005, and Prospectus, dated January 1819, 20062005. 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. [XXXXX WELLS FARGO BANK, N.A., as Custodian] Cusxxxxxn By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx XxxxxxWells Fargo Bank, Xxxxx 0000 XxxxxxxN.A. 9062 Old Annapolis Road Columbia, Xxxxxxxx 00000 AttentionMaryland 21040 Xxxention: Corporate Trust Services Xxxxx Xxxxxxxx - Xxxxxxx Xxxxx Mortgage Investors Xxxxxxxx Xxxxxxxxs Trust, Series 20062005-WMC2 HE2 Ladies and GentlemenGexxxxxxx: We propose to purchase Xxxxxxx Xxxxx Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed CertificatesCerxxxxxxxex, Series 2006Xxries 2005-WMC2HE2, Class R, described in the Prospectus Supplement, dated March 28August 29, 20062005, and Prospectus, dated January 18August 26, 20062005. 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. [XXXXX WELLS FARGO BANK, N.A., as Custodian] Xxxxodian By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT [DATE] LaSalle Bank National Association 000 Xxxxx XxXxxxx XxxxxxWells Fargo Bank, Xxxxx 0000 XxxxxxxN.A. 9062 Old Annapolis Road Columbia, Xxxxxxxx 00000 AttentionMaryland 21000 Xxtention: Corporate Trust Services Xxxxx Xxxxxxxx - Xxxxxxx Xxxxx Mortgage Investors Xxxxxxxx Xxxxxxxrs Trust, Series 20062005-WMC2 Ladies and GentlemenFM1 Lxxxxx xnx Xxxtlemen: We propose to purchase Xxxxxxx Xxxxx Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed CertificatesCexxxxxxxtxx, Series 2006Xeries 2005-WMC2FM1, Class R, described in the Prospectus Supplement, dated March 28August 29, 20062005, and Prospectus, dated January 18August 26, 20062005. 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.