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EXHIBIT: 10
SUBSEQUENT TRANSFER INSTRUMENT
This Subsequent
Transfer Instrument, dated as of June 13, 2005 (the
"Instrument"), is between Merrill Lynch
Mortgage Investors, Inc., as seller (the
"Depositor"), and HSBC Bank USA, N.A., in
its capacity as trustee of the Ownit
Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2005-2, as
purchaser (the "Trustee"), and relates to
the transfer pursuant to the Pooling
and Servicing Agreement, dated as of March
1, 2005 (the "Pooling and Servicing
Agreement"), among the Depositor, Wells
Fargo Bank, N.A., as master servicer and
securities administrator, Litton Loan
Servicing, LP, as servicer and the
Trustee, of the Mortgage Loans listed on
the attached Schedule of Mortgage Loans
(the "Subsequent Mortgage Loans").
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.
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(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
May 1,2005 (the "Subsequent Cut-off Date").
The Depositor, contemporaneously
with the delivery of this Instrument, has
delivered or caused to be delivered to
the Trustee 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 Servicer, 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 ("Sale Agreement"),
dated the date hereof, between the
Depositor as purchaser and Merrill Lynch
Mortgage Capital, Inc., 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.
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(a) The
Depositor hereby confirms that each of the conditions precedent
and
the representations and warranties set
forth in Sections 2.03 and 2.10 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.
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Section 3.
Recordation of Instrument.
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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 such
recordation materially
