0001104659-04-027452 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • Maryland

EMPLOYMENT AGREEMENT (“Agreement”) dated this 31st day of March 2004, by and between John R. Cuti (the “Executive”), MortgageIT Holdings, Inc. (the “Company”) and MortgageIT, Inc. (“MortgageIT” and, together with the Company, the “Employers”).

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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Between: Merrill Lynch Mortgage Capital Inc., as Buyer and MortgageIT, Inc., as Seller and MortgageIT Holdings, Inc. as Seller Dated as of August 4, 2004
Master Repurchase Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • New York

This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of August 4, 2004 (this “Agreement”), among MORTGAGEIT, INC., a New York corporation (“MortgageIT” and a “Seller”), MORTGAGEIT HOLDINGS, INC., a Maryland corporation (“Holdings” and a “Seller”, and collectively with MortgageIT, the “Sellers”) and MERRILL LYNCH MORTGAGE CAPITAL INC., a New York corporation (“MLMCI” and the “Buyer”).

AMENDED AND RESTATED CUSTODIAL AGREEMENT Among MERRILL LYNCH MORTGAGE CAPITAL INC. as Buyer and MORTGAGEIT, INC., as Seller and MORTGAGEIT, HOLDINGS, INC., as Seller DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian Dated as of August 4, 2004
Custodial Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED CUSTODIAL AGREEMENT, dated as of August 4, 2004, among Merrill Lynch Mortgage Capital Inc. (“MLMCI” and the “Buyer”), MortgageIT, Inc., a New York corporation (“MortgageIT” and a “Seller”), MortgageIT Holdings, Inc., a Maryland corporation (“Holdings” and a “Seller”, and collectively with MortgageIT, the “Sellers”) and Deutsche Bank National Trust Company, as Custodian (the “Custodian”).

TRUST AGREEMENT dated as of August 4, 2004 among MORTGAGEIT, INC., as a Depositor and MORTGAGEIT HOLDINGS, INC., as a Depositor and WILMINGTON TRUST COMPANY, as Owner Trustee MORTGAGEIT SPV I
Trust Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts

THIS TRUST AGREEMENT, dated as of August 4, 2004 (the “Agreement”), by and among MORTGAGEIT, INC., a New York corporation (“MortgageIT”), MORTGAGEIT HOLDINGS, INC., a Maryland corporation (“MortgageIT Holdings”, and together with MortgageIT, the “Depositors” (and each individually, a “Depositor”)), and WILMINGTON TRUST COMPANY, a Delaware banking corporation acting hereunder not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”).

UBS Real Estate Securities Inc., as UBS, MortgageIT SPV I, on behalf of the TRS Sub-Trust and MortgageIT, Inc., as TRS Servicer
TRS Servicing Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • New York

This is a TRS Servicing Agreement for conventional fixed-rate and adjustable-rate residential first and second mortgage loans, dated as of August 4, 2004 and as may be amended and/or restated from time to time (this “Servicing Agreement” or this “Agreement”), and is executed among UBS Real Estate Securities Inc., as purchaser under the Loan Repurchase Agreement, the Loan Participation Agreement and the Loan Purchase Agreement referred to below (in such capacity, “UBS”), MortgageIT SPV I (the “Trust”) acting with respect to the TRS Sub-Trust and MortgageIT, Inc. (“MortgageIT”), as servicer (in such capacity, the “TRS Servicer”).

UBS Real Estate Securities Inc., (UBS) MortgageIT Holdings, Inc., (Master Servicer) and MortgageIT SPV I, (Trust)
Reit Servicing Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • New York

This is a REIT Servicing Agreement for conventional fixed-rate and adjustable-rate residential first and second mortgage loans, dated as of August 4, 2004 and as may be amended and/or restated from time to time (this “Servicing Agreement” or this “Agreement”), and is executed among UBS Real Estate Securities Inc., as purchaser under the Loan Purchase Agreement (as defined below) (in such capacity, “UBS”), MortgageIT SPV I (the “Trust”) acting with respect to the REIT Sub-Trust and MortgageIT Holdings, Inc. (“MortgageIT Holdings”), as servicer (in such capacity, the “REIT Servicer”).

CUSTODIAL AGREEMENT
Custodial Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • New York
August 4, 2004 UBS Real Estate Securities Inc.
Servicing Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts
LOAN SALE AGREEMENT
Loan Sale Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • New York

THIS LOAN SALE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Loan Sale Agreement” or “Agreement”), dated as of August 4, 2004, is made between MortgageIT, Inc., a New York corporation, as a seller (“MortgageIT”), MortgageIT Holdings, Inc., a Maryland corporation, as a seller (“MortgageIT Holdings”, and together with MortgageIT, the “Sellers”, and each, individually, a “Seller”), and MortgageIT SPV I, a Delaware statutory trust (the “Trust”), acting with respect to the REIT Sub-Trust and, separately, acting with respect to the TRS Sub-Trust as the purchaser.

ADMINISTRATION AGREEMENT
Administration Agreement • September 13th, 2004 • MortgageIT Holdings, Inc. • Real estate investment trusts • New York

THIS ADMINISTRATION AGREEMENT, dated as of August 4, 2004 (this “Agreement”), between MortgageIT SPV I, a Delaware statutory trust (the “Trust”), and MortgageIT, Inc. (the “Company”), as the administrator of the Trust under this Agreement (in such capacity, the “Administrator”).

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