EXHIBIT 10
Subsequent Transfer Instrument
SUBSEQUENT TRANSFER
INSTRUMENT
Pursuant to this Subsequent Transfer
Instrument, dated June 10, 2005 (the “Instrument”),
between Merrill Lynch Mortgage Investors, Inc., as seller (the
“Depositor”), and U.S. Bank National Association, not
in its individual capacity but solely as trustee of the Terwin
Mortgage Trust, Asset-Backed Certificates, Series TMTS 2005-6HE, as
purchaser (the “Trustee”), and pursuant to the Pooling
and Servicing Agreement, dated as of April 1, 2005 (the
“Pooling and Servicing Agreement”), among Merrill Lynch
Mortgage Investors, Inc., as depositor, Terwin Advisors LLC, as
seller, JPMorgan Chase Bank, N.A., as servicing administrator,
securities administrator and backup servicer, Specialized Loan
Servicing LLC, as servicer and U.S. Bank National Association, as
trustee, the Depositor hereby transfers certain Mortgage Loans
listed on the attached Schedule of Mortgage Loans (the
“Subsequent Mortgage Loans”) to the Trustee, on behalf
of the Trust Fund.
Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.
Section 1. Conveyance of
Subsequent Mortgage Loans .
(a) The Depositor does hereby sell,
transfer, assign, set over and convey to the Trustee, on behalf of
the Trust Fund, without recourse, all of its right, title and
interest in and to the Subsequent Mortgage Loans, and including all
amounts due on the Subsequent Mortgage Loans after the related
Subsequent Cut-off Date, and all items with respect to the
Subsequent Mortgage Loans to be delivered pursuant to Section 2.01
of the Pooling and Servicing Agreement; provided, however, that the
Depositor reserves and retains all right, title and interest in and
to amounts due on the Subsequent Mortgage Loans on or prior to the
related Subsequent Cut-off Date. The Depositor, contemporaneously
with the delivery of this Instrument, has delivered or caused to be
delivered to the Trustee, or the Custodian on its behalf, each item
set forth in Section 2.01 of the Pooling and Servicing Agreement.
The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule attached
hereto as Exhibit B shall be absolute and is intended by the
Depositor, the Trustee and the Certificateholders to constitute and
to be treated as a sale by the Depositor to the Trust
Fund.
(b) The Depositor, concurrently with
the execution and delivery hereof, does hereby transfer, assign,
set over and otherwise convey to the Trustee without recourse for
the benefit of the Certificateholders all the right, title and
interest of the Depositor, in, to and under the Subsequent Mortgage
Loan Purchase Agreement, dated the date hereof, between the
Depositor as purchaser and the Servicer as seller, to the extent of
the Subsequent Mortgage Loans, a copy of which agreement is annexed
hereto as Attachment G.
(c) Additional terms of the sale are
set forth on Attachment A hereto.
Section 2. Representations and
Warranties; Conditions Precedent .
(a) The Depositor hereby confirms
that each of the conditions precedent and the representations and
warranties set forth in Sections 2.01, 2.03 and 2.11 of the Pooling
and Servicing Agreement are satisfied as of the date hereof with
respect to the Subsequent Mortgage Loans.
(b) All terms and conditions of the
Pooling and Servicing Agreement are hereby ratified and confirmed;
provided, however, that in the event of any conflict, the
provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of
Instrument .
To the extent permitted by
applicable law, this Instrument, or a memorandum thereof if
permitted under applicable law, is subject to recordation in all
appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of
the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such
recordation to be effected by the Servicer at the
Certificateholders’ expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of
Counsel to the effect that
