0001047469-04-008874 Sample Contracts

WAREHOUSING CREDIT AND SECURITY AGREEMENT
Warehousing Credit and Security Agreement • March 22nd, 2004 • Mortgageit Holdings Inc • Minnesota

WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as of August 1, 2003 between MORTGAGEIT, INC., a New York corporation (“Borrower”), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • March 22nd, 2004 • Mortgageit Holdings Inc • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 22, 2004, by and among MortgageIT, Inc., a New York corporation (“MIT”), MortgageIT Holdings, Inc., a Maryland corporation (“MIT Holdings”), and MIT Acquisition Corp., a New York corporation and a wholly owned subsidiary of MIT Holdings (“Acquisition Corp.”).

AMENDED AND RESTATED MORTGAGE LOAN CUSTODIAL AGREEMENT
Mortgage Loan Custodial Agreement • March 22nd, 2004 • Mortgageit Holdings Inc • New York

THIS AMENDED AND RESTATED MORTGAGE LOAN CUSTODIAL AGREEMENT (“Agreement”), dated as of the date set forth on the cover page hereof, among UBS WARBURG REAL ESTATE SECURITIES INC. (“Purchaser”), JPMORGAN CHASE BANK (“Custodian”) and the SELLER whose name is set forth on the cover page hereof (“Seller”).

AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • March 22nd, 2004 • Mortgageit Holdings Inc • New York

This Amended and Restated Mortgage Loan Purchase Agreement (“Agreement”), dated as of the date set forth on the cover page hereof, between UBS WARBURG REAL ESTATE SECURITIES INC. (“Purchaser”) and the Seller whose name is set forth on the cover page hereof (“Seller”).

MORTGAGE LOAN PARTICIPATION AGREEMENT
Mortgage Loan Participation Agreement • March 22nd, 2004 • Mortgageit Holdings Inc • New York

Mortgage Loan Participation Agreement (“Agreement”), dated as of the date set forth on the cover page hereof, between UBS WARBURG REAL ESTATE SECURITIES INC. (“Participant”) and the Seller whose name is set forth on the cover page hereof (“Seller”).

AMENDED AND RESTATED MORTGAGE LOAN REPURCHASE AGREEMENT
Mortgage Loan Repurchase Agreement • March 22nd, 2004 • Mortgageit Holdings Inc • New York

This Amended and Restated Mortgage Loan Repurchase Agreement (“Agreement”), dated as of the date set forth on the cover page hereof, between UBS WARBURG REAL ESTATE SECURITIES INC. (“Purchaser” or “UBSRES”) and the Seller whose name is set forth on the cover page hereof (“Seller”).

CUSTODIAL AGREEMENT
Custodial Agreement • March 22nd, 2004 • Mortgageit Holdings Inc • New York

THIS AGREEMENT, dated as of the date set forth on the cover page hereof, among UBS Warburg Real Estate Securities Inc. (the “Participant”), the Custodian whose name is set forth on the cover page hereof (the “Custodian”) and the Seller whose name is set forth on the cover page hereof (the “Seller”).

CUSTODIAL AGREEMENT Among MERRILL LYNCH COMMERCIAL FINANCE CORP. as Buyer and MORTGAGEIT, INC., as Seller and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian Dated as of June 20, 2003
Custodial Agreement • March 22nd, 2004 • Mortgageit Holdings Inc • New York

THIS CUSTODIAL AGREEMENT, dated as of June 20, 2003 (this “Agreement“) is made by and between Merrill Lynch Commercial Finance Corp. (the “Buyer”), Mortgage IT, Inc. (the “Seller”) and Deutsche Bank National Trust Company, as Custodian (the “Custodian”).

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