this Loan Sale Agreement,
the following terms shall have the following meanings:
"Agency Approvals":
As defined in Section 3.01(a)(ix) of this Agreement.
"Event of Default":
As defined in the Loan Repurchase Agreement.
ARTICLE II
SALE AND CONTRIBUTION OF MORTGAGE LOANS
SECTION 2.01
Acquisition; Capital Contribution.
(a)
On the Effective Date and on any Note Purchase Date thereafter
until and including the Termination Date, MortgageIT Holdings will sell and does
hereby sell, and the REIT Sub-Trust will purchase and does hereby purchase, REIT
Mortgage Loans owned by MortgageIT Holdings, whether now existing or hereafter
arising, without recourse (except as provided in Sections 3.02 and 4.01(a)
hereof).
After each such sale, ownership in the REIT Mortgage Loans will be
vested in and attributed to the REIT Sub-Trust.
In connection with such sale,
to the extent that the fair market value of the REIT Mortgage Loans sold hereby
by MortgageIT Holdings exceeds the cash consideration received by it in
connection therewith, then simultaneously with such sale, MortgageIT Holdings
shall be deemed to have made a new contribution of capital to the REIT Sub-Trust
in the amount of such excess, which shall be recorded by the Administrator
pursuant to Section 5.06 of the Trust Agreement.
2
AS OF THE DATE HEREOF AND ON ANY PURCHASE DATE THEREAFTER UNTIL AND INCLUDING
THE DATE ON WHICH THE LOAN REPURCHASE AGREEMENT, THE LOAN PURCHASE AGREEMENT AND
THE LOAN PARTICIPATION AGREEMENT ARE TERMINATED OR CEASE TO BE EFFECTIVE,
MORTGAGEIT WILL SELL AND DOES HEREBY SELL, AND THE TRS SUB-TRUST WILL PURCHASE
AND DOES HEREBY PURCHASE, THE TRS MORTGAGE LOANS OWNED BY MORTGAGEIT, WHETHER
NOW EXISTING OR HEREAFTER ARISING, WITHOUT RECOURSE (EXCEPT AS PROVIDED IN
SECTIONS 3.02 AND 4.01(A) HEREOF).
AFTER EACH SUCH SALE, OWNERSHIP IN THE TRS
MORTGAGE LOANS WILL BE VESTED IN AND ATTRIBUTED TO THE TRS SUB-TRUST.
IN
CONNECTION WITH SUCH SALE, TO THE EXTENT THAT THE FAIR MARKET VALUE OF THE TRS
MORTGAGE LOANS SOLD HEREBY BY MORTGAGEIT EXCEEDS THE CASH CONSIDERATION RECEIVED
BY IT IN CONNECTION THEREWITH, THEN SIMULTANEOUSLY WITH SUCH SALE, MORTGAGEIT
SHALL BE DEEMED TO HAVE MADE A NEW CONTRIBUTION OF CAPITAL TO THE TRS SUB-TRUST
IN THE AMOUNT OF SUCH EXCESS, WHICH SHALL BE RECORDED BY THE ADMINISTRATOR
PURSUANT TO SECTION 5.06 OF THE TRUST AGREEMENT.
(b)
On the Effective Date, MortgageIT shall sell, along with the TRS
Mortgage Loans, all of its rights and benefits under each Takeout Commitment to
the full extent permitted by the Takeout Investor, to deliver the Mortgage Loans
specified therein to the Takeout Investor and to receive the Takeout Proceeds
therefore from the Takeout Investor.
On the Effective Date, MortgageIT Holdings
shall also sell all of its rights and benefits under the Originator's Loan Sale
Agreement to the REIT Sub-Trust, along with the REIT Mortgage Loans, including
its rights and benefits under each Takeout Commitment to the full extent
permitted by the Takeout Investor, to deliver the Mortgage Loans specified
therein to the Takeout Investor and to receive the Takeout Proceeds therefore
from the