Acquisition; Capital Contribution. (a) On the Effective Date and on any Note Purchase Date thereafter until and including the Termination Date, the Seller will sell and does hereby sell, and the Purchaser will purchase and does hereby purchase, the Eligible Mortgage Loans owned by the Seller, 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 Eligible Mortgage Loans will be vested in the Purchaser. In connection with such sale, to the extent that the fair market value of the Eligible Mortgage Loans sold hereby by the Seller exceeds the cash consideration received by the Seller in connection therewith, then the Seller will be deemed to have made a capital contribution to the Purchaser in the amount of such excess.
Acquisition; Capital Contribution. (a) In exchange for an amount in cash equal to $67,200,409.66, First Sierra hereby conveys to the Company all of First Sierra's right, title and interest in, to and under the Conveyed Assets, whether now existing or hereinafter arising, without recourse (except as provided in Section 2.01(d) and 3.03). In connection with such conveyance, First Sierra hereby makes a capital contribution to Company in the amount by which the fair market value of the Conveyed Assets exceeds the cash consideration received by First Sierra in connection therewith.
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. 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.
