AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

AMENDMENT NO. 7

TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 7, 2005, (the Amendment") by and between Xxxxxxx Xxxxx Mortgage Capital Inc. (the "Buyer"), and MortgageIT, Inc. ("MIT" and a "Seller") and MortgageIT Holdings, Inc. ("Holdings" and a "Seller" and together with MIT the "Sellers"):

The Buyer and the Sellers are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of August 4, 2004, as amended by Amendment No. 1, dated as of September 21, 2004, Amendment No. 2, dated as of November 11, 2004, Amendment No. 3, dated as of November 18, 2004, Amendment No. 4, dated as of December 8, 2004, Amendment No. 5, dated as of December 10, 2004 and Amendment No. 6, dated as of December 17, 2004 (the "Existing Repurchase Agreement"; as amended by this Amendment, the "Repurchase Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.

The Buyer and the Sellers have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

Accordingly, the Buyer and the Sellers hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

Section 1.    Definitions.    Section 2 of the Existing Repurchase Agreement is hereby amended by:

1.1    deleting the definition of "Market Value" in its entirety and replacing it with the following language:

"Market Value" shall mean, as of any date with respect to any Purchased Mortgage Loan, the price at which such Mortgage Loan could readily be sold as determined by the Buyer in its sole good-faith discretion. Without limiting the generality of the foregoing, the Sellers acknowledge that the Market Value of a Purchased Mortgage Loan may be reduced to zero by Buyer if:

(a)    such Purchased Mortgage Loan ceases to be an Eligible Mortgage Loan;

(b)    the Purchased Mortgage Loan has been released from the possession of the Custodian under the Custodial Agreement (other than to a Take-out Investor pursuant to a Bailee Letter) for a period in excess of 10 Business Days;

(c)    the Purchased Mortgage Loan is a Wet-Ink Mortgage Loan for which the related Mortgage File has not been received and certified by the Custodian by the seventh Business Day following the related Purchase Date;

(d)    such Purchased Mortgage Loan is a Delinquent Mortgage Loan;

(e)    such Purchased Mortgage Loan is rejected by the related Takeout Investor;

(f)    such Purchased Mortgage Loan has been subject to a Transaction hereunder for period of greater than 120 days, unless such Purchased Mortgage Loan is an Aged Mortgage Loan;

(g)    a First Payment Default occurs with respect to such Purchased Mortgage Loan;

(h)    the Buyer has determined in its sole good-faith discretion that the Purchased Mortgage Loan is not eligible for whole loan sale or securitization in a transaction consistent with the prevailing sale and securitization industry with respect to substantially similar Mortgage Loans;

(i)    such Purchased Mortgage Loan contains a material breach of a representation or warranty made by a Seller in this Repurchase Agreement or the Custodial Agreement;

(j)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all Aged Mortgage Loans exceeds 5% of the Maximum Purchase Price;

(k)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all HELOCs exceeds $100,000,000;

(l)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all HELOCs that have a FICO score of 680 or less exceeds $35,000,000;

(m)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all Closed End Second Lien Mortgage Loans exceeds 5% of the Maximum Purchase Price;

(n)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all Super Jumbo Mortgage Loans exceeds 7.5% of the Maximum Purchase Price;

(o)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all EC Mortgage Loans exceeds 5% of the aggregate Purchase Price of all Purchased Mortgage Loans;

(p)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all Wet-Ink Mortgage Loans exceeds (i) with respect to the first five (5) Business Days of a month and the last five (5) Business Days of a month, $275,000,000 or (ii) with respect to all other times, $200,000,000;

(q)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all Sub-prime Mortgage Loans exceeds 20% of the Maximum Purchase Price;

(r)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all Wet-Ink Mortgage Loans that are Sub-prime Mortgage Loans exceeds 4% of the Maximum Purchase Price; and

(s)    when the Purchase Price for such Purchased Mortgage Loan is added to the aggregate Purchase Price of other Purchased Mortgage Loans, the aggregate Purchase Price of all Co-op Loans exceeds 5% of the aggregate Purchase Price of all Purchased Mortgage Loans.

1.2    deleting the definition of "Purchase Price Percentage" in its entirety and replacing it with the following language:

"Purchase Price Percentage" shall mean:

(a)    With respect Mortgage Loans other than Wet-Ink Mortgage Loans, the respective percentages set forth opposite the applicable type of Mortgage Loan:

Closed End Second Lien					95	%
Aged Mortgage Loan					95	%
Co-op Loan					95	%
HELOC					95	%
Super Jumbo Mortgage Loan					97	%
Sub-prime Mortgage Loan					98	%
Conforming Mortgage Loan					98	%
Jumbo Mortgage Loan					98	%
EC Mortgage Loan					98	%

(b)    With respect Mortgage Loans that are Wet-Ink Mortgage Loans, the respective percentages set forth opposite the applicable type of Wet-Ink Mortgage Loan:

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Closed End Second Lien					95	%
Sub-prime Mortgage Loan					95	%
Co-op Loan					95	%
HELOC					95	%
Super Jumbo Mortgage Loan					95	%
Conforming Mortgage Loan					97	%
Jumbo Mortgage Loan					97	%
EC Mortgage Loan					97	%

1.3    Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Pricing Spread" in its entirety and replacing it with the following language:

"Pricing Spread" shall mean 0.70%.

Section 2.    Conditions Precedent.    This Amendment shall become effective on the date hereof (the "Amendment Effective Date") subject to the satisfaction of the following conditions precedent:

2.1    Delivered Documents.    On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:

(a)    this Amendment, executed and delivered by a duly authorized officer of each of the Buyer and the Sellers; and

(b)    such other documents as the Buyer or counsel to the Buyer may reasonably request.

Section 3.    Fees.    Each Seller agrees to pay as and when billed by the Buyer all of the reasonable fees, disbursements and expenses of counsel to the Buyer in connection with the development, preparation and execution of, this Amendment or any other documents prepared in connection herewith and receipt of payment thereof shall be a condition precedent to the Buyer entering into any Transaction pursuant hereto.

Section 4.    Confidentiality.    The parties hereto acknowledge that this Amendment, the Existing Repurchase Agreement, and all drafts thereof, documents relating thereto and transactions contemplated thereby are confidential in nature and the Sellers agree that, unless otherwise directed by a court of competent jurisdiction, it shall limit the distribution of such documents and the discussion of such transactions to such of its officers, employees, attorneys, accountants and agents as is required in order to fulfill its obligations under such documents and with respect to such transactions.

Section 5.    Limited Effect.    Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

Section 6.    Counterparts.    This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.

Section 7.    GOVERNING LAW.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.    Conflicts.    The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the Existing Repurchase Agreement, the provisions of this Amendment shall control.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

Buyer:				XXXXXXX XXXXX MORTGAGE CAPITAL INC.
				By:				/s/ XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Title: Vice President
Seller:				MORTGAGEIT, INC.
				By:				/s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: CFO
Seller:				MORTGAGEIT HOLDINGS, INC.
				By:				/s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Pres. & CFO

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