**Exhibit10.21**

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**ADMINISTRATIONAGREEMENT**

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THIS ADMINISTRATIONAGREEMENT, dated as of August 4, 2004 (this “Agreement”), betweenMortgageIT SPV I, a Delaware statutory trust (the “Trust”), andMortgageIT, Inc. (the “Company”), as the administrator of the Trustunder this Agreement (in such capacity, the “Administrator”).

 

**WITNESSETH:**

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WHEREAS, the Trust wasestablished pursuant to a Trust Agreement, dated as of August 4, 2004, (the “TrustAgreement”), between MortgageIT Holdings, Inc., as a depositor, the Company,as a depositor (in such capacity, together with MortgageIT Holdings, Inc., the“Depositors”) and Wilmington Trust Company, a Delaware bankingcorporation as owner trustee (acting thereunder not in its individual capacitybut solely as owner trustee, the “Owner Trustee”).

 

WHEREAS, the Trust actingwith respect to the TRS Sub-Trust is selling certain mortgage loans (the “MortgageLoans”) to UBS Real Estate Securities Inc. (“UBS”) under theMortgage Loan Repurchase Agreement, dated as of August 4, 2004 between theTrust acting with respect to the TRS Sub-Trust and UBS (the “Loan RepurchaseAgreement”), under the Mortgage Loan Purchase Agreement, dated as of August4, 2004 between the Trust acting with respect to the TRS Sub-Trust and UBS (the“Loan Purchase Agreement”) and the Mortgage Loan ParticipationAgreement, dated as of August 4, 2004 between the Trust acting with respect tothe TRS Sub-Trust and UBS (the “Loan Participation Agreement”), and theREIT Sub-Trust is issuing certain notes (the “Notes”) pursuant to theNote Purchase and Security Agreement, dated as of August 4, 2004 (the “NotePurchase Agreement”), between the Trust with respect to the REIT Sub-Trust,as note issuer, and UBS Real Estate Securities Inc., as agent for theNoteholders and Purchasers under the Note Purchase Agreement (in such capacity,the “Agent”).

 

WHEREAS, in connectionwith the sale of the Mortgage Loans and the issuance of the Notes, the Trustwill enter into the Note Purchase Agreement, the Custodial Agreement, the LoanSale Agreement, the Loan Purchase Agreement, the Loan Repurchase Agreement, theLoan Participation Agreement, the Blocked Account Agreement, the Pricing SideLetter, the Servicing Agreements and the Electronic Tracking Agreement(collectively and together with the Trust Agreement, the “TransactionDocuments”).

 

WHEREAS, pursuant to theTransaction Documents, the Trust is required to perform certain administrativeduties in connection with the Notes and the Mortgage Loans pursuant to theTransaction Documents.

 

WHEREAS, the Trustdesires to have the Administrator perform certain duties of the Trust referredto in the Transaction Documents and to provide such additional

 

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services consistent with the terms of this Agreement as the Trust mayfrom time to time request.

 

WHEREAS, theAdministrator has the capacity to provide the respective services requiredhereby and is willing to perform such services for the Trust and the OwnerTrustee on the terms set forth herein.

 

NOW, THEREFORE, inconsideration of the mutual covenants contained herein, and other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties agree as follows:

 

Section 1.                    Definitions.  For all purposes of this AdministrationAgreement, except as otherwise expressly provided herein or unless the contextotherwise requires, capitalized terms not otherwise defined herein shall havethe meanings assigned to such terms in the Definitions List attached asSchedule 1 to the Loan Sale Agreement dated as of August 4, 2004, among theTrust, MortgageIT, Inc. and MortgageIT Holdings, Inc.

 

Section 2.                    Duties ofthe Administrator.

 

(a)                                  Dutieswith Respect to the Transaction Documents. The Administrator agrees to perform all of its respective duties asAdministrator and the duties of the Trust under the Transaction Documents.  Except as set forth below, the Administratorshall prepare for execution by the Trust, or shall cause the preparation byother appropriate persons or entities of, all such documents, reports, filings,instruments, certificates and opinions that it shall be the duty of the Trustto prepare, file or deliver pursuant to the Transaction Documents.  In furtherance of the foregoing, theAdministrator shall take all appropriate action that is the duty of the Trustto take pursuant to the Transaction Documents.

 

(b)                                 Dutieswith Respect to Takeout Commitments.  The Administrator shall have full power and authority, acting alone, todo or cause to be done any and all things that it may deem necessary anddesirable in connection with arranging for and executing the sale orsecuritization of Mortgage Loans pursuant to a Takeout Commitment.  

 

(i)                                     Withrespect to each sale to a Takeout Investor or securitization, the Administratoragrees:

 

(A)                        tocooperate fully with the TRS Sub-Trust, the Takeout Investor or any party toany agreement executed in connection with such sale or securitization, withrespect to all reasonable requests and due diligence procedures and to usecommercially reasonable efforts to facilitate such sale or securitization, asthe case may be;

 

(B)                          topromptly deliver to the Takeout Investor any and all additional documentsrequested by such Takeout Investor to

 

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enable such Takeout Investorto make payment to UBS of the Takeout Proceeds;

 

(C)                          to causeall Takeout Proceeds paid by the Takeout Investor to be paid to UBS inaccordance with UBS’s wire instructions;

 

(D)                         todeliver a letter in the form of Exhibit K to the Loan Purchase Agreementto UBS identifying Takeout Proceeds received by UBS from a Takeout Investorwhich funds do not relate to Mortgage Loans purchased by UBS from the TRSSub-Trust; and

 

(E)                           toindemnify and hold harmless the TRS Sub-Trust against liabilities, obligations,losses and expenses arising from or in connection with such sale orsecuritization [upon terms consistent with those found in the Trust Agreement].

 

(ii)                                  Uponthe sale to any Takeout Investor or securitization of any Mortgage Loan, therights and obligations of the Administrator hereunder with respect to suchMortgage Loan shall be terminated on the effective date of such sale orsecuritization.  

 

(c)                                  Performanceof Duties.

 

(i)                                     Incarrying out its duties under the Transaction Documents or any of its otherobligations under this Agreement, the Administrator may enter into transactionsor otherwise deal with any of its affiliates; provided, however,that the terms of any such transactions or dealings shall be in accordance withany written directions received from the Trust and shall be, in theAdministrator’s opinion, no less favorable to the Trust than would be availablefrom unaffiliated parties.

 

(ii)                                  Incarrying out any of its obligations under this Agreement, the Administrator mayact either directly or through agents, attorneys, accountants, independentcontractors and auditors and enter into agreements with any of them.

 

(d)                                 Non-MinisterialMatters.

 

(i)                                     Withrespect to matters that, in the reasonable judgment of the Administrator, arenon-ministerial, the Administrator shall not take any action pursuant to thisAgreement unless within a reasonable time before the taking of such action, theAdministrator shall have notified the Owner Trustee and UBS of the proposedaction and the Owner Trustee and, with respect to items (A) through (E) below,UBS shall not have withheld consent or provided an alternative direction.  

 

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If the Administrator doesnot receive instructions from the Owner Trustee and/or UBS within ten (10)Business Days after it has given notice, the Administrator may either take orrefrain from taking such action not inconsistent with this Agreement or theTransaction Documents, and subject to Section 16 of this Agreement, as it shalldeem in the best interests of the Certificateholders.  For the purpose of the preceding paragraph, “non-ministerialmatters” shall include, without limitation:

 

(A)                              theamendment of or any supplement to any of the Transaction Documents;

 

(B)                                theinitiation of any claim or lawsuit by the Trust and the compromise of anyaction, claim or lawsuit brought by or against the Trust;

 

(C)                                theinvolvement in any lawsuit or other legal action against UBS, including,without limitation, consenting to the settlement of any third party claim byUBS;

 

(D)                               theremoval of the Owner Trustee; and

 

(E)                                 anyaction that the Trust is entitled but not obligated to take under theTransaction Documents;

 

provided,however, that notwithstanding the foregoing, the Administrator may, withthe consent of the Owner Trustee, take any action with respect tonon-ministerial matters that the Administrator, in its good faith judgment,deems to be in the best interests of the Trust.  The Administrator shall be entitled to be reimbursed by the Trustfor any expenses or liabilities incurred without willful misconduct, bad faithor negligence in connection with non-ministerial matters.

 

(ii)                                  Notwithstandinganything to the contrary in this Agreement, the Administrator shall not beobligated to, nor shall, take any action that the Trust directs theAdministrator not to take on its behalf.

 

(e)                                  Dutieswith Respect to the Trust Agreement.

 

(i)                                     Exceptas set forth below, in addition to the duties described above, theAdministrator shall perform such calculations and shall execute on behalf ofthe Trust or shall prepare for execution by the Trust or the Owner Trustee orshall cause the preparation by other appropriate Persons of all such documents,reports, filings, instruments, certificates and opinions as it shall be theduty of the Trust or the Owner Trustee to prepare, file or deliver pursuant tothe Transaction Documents or under state and federal tax and securities lawswith respect to the Trust, including, without limitation, pursuant to thefollowing sections of the Trust Agreement:

 

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Sections 3.1, 3.2 (with respect to documentation andinformation provided to Certificateholders), 5.6 (only with respect to thepreparation and filing of tax returns and providing copies thereof to theDepositors, UBS and the Certificateholders, if needed), 9.1 (with respect tosupplements and amendments) and 11.1 (with respect to transfers of Owner TrustCertificates).  In accordance with thedirections of the Trust or the Owner Trustee, the Administrator shalladminister, perform or supervise the performance of such other activities inconnection with the Trust Agreement as are not covered by any of the foregoingprovisions and as are expressly requested by the Trust or the Owner Trustee andare reasonably within the capability of the Administrator.  The Owner Trustee agrees to provide promptlyto the Administrator any information in its possession requested by theAdministrator or necessary for the Administrator to perform its dutieshereunder.

 

(ii)                                  TheAdministrator shall be responsible for promptly notifying the Owner Trustee andthe related Servicer in the event that any withholding tax is imposed on theTrust’s payments (or allocations of income) to a Certificateholder.  Any such notice shall be in writing andspecify the amount of any withholding tax required to be withheld by suchServicer.

 

(f)                                    AdditionalInformation to be Furnished to the Owner Trustee.  The Administrator shall furnish to the Owner Trustee from time totime such additional information in the Administrator’s possession regardingthe Trust or the Transaction Documents as the Owner Trustee shall reasonablyrequest.

 

Section 3.                    Records.  The Administrator shall maintain appropriatebooks of account and records relating to services performed hereunder, whichbooks of account and records shall be accessible for inspection by the Trustand the Depositors at any time during normal business hours.

 

Section 4.                    Independenceof the Administrator.  For allpurposes of this Agreement, the Administrator shall be an independentcontractor and shall not be subject to the supervision of the Trust, the OwnerTrustee or UBS with respect to the manner in which each accomplishes theperformance of its respective obligations hereunder.  Unless expressly set forth herein or otherwise authorized by theTrust, the Administrator shall not have the authority to act for or representthe Trust, the Owner Trustee or UBS in any way and shall not otherwise bedeemed an agent of the Trust or UBS.

 

Section 5.                    No JointVenture.  Nothing contained in thisAgreement (i) shall constitute the Administrator and the Trust, the OwnerTrustee, UBS or the Depositors as members of any partnership, joint venture,association, syndicate, unincorporated business or other separate entity, (ii)shall be construed to impose any liability as such on any of them or (iii)shall be deemed to confer on any of them any

 

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express, implied or apparent authority to incur anyobligation or liability on behalf of the others.

 

Section 6.                    OtherActivities of the Administrator. Nothing herein shall prevent the Administrator or its respectiveAffiliates from engaging in other businesses or, in its sole discretion, fromacting in a similar capacity as a administrator for any other person or entityeven though such person or entity may engage in business activities similar tothose of the Trust, the Owner Trustee or UBS.

 

Section 7.                    Term ofAgreement; Resignation and Removal of Administrator.

 

(a)                                  ThisAgreement shall continue in force until the dissolution of the Trust, uponwhich event this Agreement shall automatically terminate.

 

(b)                                 TheAdministrator shall not resign from the obligations and duties hereby imposedon it except upon the determination that its duties hereunder are no longerpermissible under applicable law.  Anysuch determination pursuant to the preceding sentence permitting theresignation of the Administrator shall be evidenced by an opinion of counsel tosuch effect obtained at the expense of the Administrator and delivered to theTrust.

 

(c)                                  Subjectto Section 7(e) of this Agreement, the Trust may remove the Administratorwithout cause by providing the Administrator with at least sixty (60) days’prior written notice.

 

(d)                                 Subjectto Section 7(e) of this Agreement, at the sole option of the Trust, theAdministrator may be removed immediately upon written notice of terminationfrom the Trust to the Administrator if any of the following events shall occur:

 

(i)                                     theAdministrator shall default in the performance of any of its duties under thisAgreement and, after notice of such default, shall not cure such default withinten days (or, if such default cannot be cured in such time, shall not givewithin ten days such assurance of cure as shall be reasonably satisfactory tothe Trust);

 

(ii)                                  acourt having jurisdiction in the premises shall enter a decree or order forrelief, and such decree or order shall not have been vacated within sixty (60)days, in respect of the Administrator in any involuntary case under anyapplicable bankruptcy, insolvency or other similar law now or hereafter ineffect or appoint a receiver, liquidator, assignee, custodian, trustee,sequestrator or similar official for the Administrator or any substantial partof its property or order the winding-up or liquidation of its affairs; or

 

(iii)                               theAdministrator shall commence a voluntary case under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect, shall consent tothe entry of an order for relief in an involuntary case under

 

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any such law, or shall consent to the appointment of areceiver, liquidator, assignee, trustee, custodian, sequestrator or similar officialfor the Administrator or any substantial part of its property, shall consent tothe taking of possession by any such official of any substantial part of itsproperty, shall make any general assignment for the benefit of creditors orshall fail generally to pay its debts as they become due.

 

The Administrator agreesthat if any of the events specified in clauses (ii) or (iii) of this Section7(d) shall occur, it shall give written notice thereof to the Trust, the OwnerTrustee and UBS within seven (7) days after the happening of such event.

 

(e)                                  Noresignation or removal of the Administrator pursuant to this Section shall beeffective until (i) a successor Administrator shall have been appointed by UBS(with the consent of the Owner Trustee which consent shall not be unreasonablywithheld) and (ii) such successor Administrator shall have agreed in writing tobe bound by the terms of this Agreement in the same manner as the Administratoris bound hereunder.

 

Section 8.                    Action UponTermination, Resignation or Removal. Promptly upon the effective date of termination of this Agreementpursuant to Section 7(a) of this Agreement or the resignation or removalof the Administrator pursuant to Section 7(b), 7(c), 7(d) or 7(e) of thisAgreement, respectively, the Administrator shall be entitled to be paid allfees and reimbursable expenses accruing to it to the date of such termination,resignation or removal.  TheAdministrator shall forthwith upon such termination pursuant toSection 7(a) of this Agreement deliver to the Trust all property anddocuments of or relating to the Notes or the Collateral then in the custody ofthe Administrator.  In the event of theresignation or removal of the Administrator pursuant to Section 7(b),7(c), 7(d) or 7(e) of this Agreement, the Administrator shall cooperate withthe Trust and take all reasonable steps requested to assist the Trust in makingan orderly transfer of the duties of the Administrator in accordance with theterms of this Agreement.

 

Section 9.                    Notices.  Any notice, report or other communicationgiven hereunder shall be in writing and addressed as follows: (a) in the caseof the Trust or the Owner Trustee, MortgageIT SPV I; c/o Wilmington TrustCompany, Rodney Square North, 1100 North Market Street, Wilmington, Delaware19890-0001, Attention: Corporate Trust Administration; (b) in the case ofMortgageIT, Inc., 33 Maiden Lane, New York, NY 10038, Attention:  John R. Cuti and Michael A. Zigrossi,facsimile number (212) 651-4674; (c) in the case of UBS, UBS Real EstateSecurities Inc., 1285 Avenue of the Americas, New York, New York 10019,Attention: Robert Carpenter and George A. Mangiaracina, facsimile number (212)713-9607; or as to each such Person such other address as any such party shallhave provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given ifsuch notice is mailed by certified mail, postage prepaid, or hand-delivered tothe address of such party as provided above.

 

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Section 10.Amendments.

 

(a)                                  ThisAgreement may be amended from time to time by the parties hereto as specifiedin this Section, provided that any amendment be accompanied by the writtenconsent of UBS and an opinion of counsel shall be furnished to UBS by the partyseeking such amendment stating that such amendment complies with the provisionsof this Section.

 

(b)                                 Ifthe purpose of the amendment is to prevent the imposition of any federal orstate taxes at any time that any Notes are outstanding (i.e. technical innature), it shall not be necessary to obtain the consent of any Noteholder, butUBS shall be furnished with an opinion of counsel that such amendment isnecessary or helpful to prevent the imposition of such taxes and is not materiallyadverse to any Noteholder.

 

Section 11.Successors andAssigns.  ThisAgreement may not be assigned by the Administrator unless such assignment ispreviously consented to in writing by the Trust, UBS and the OwnerTrustee.  An assignment with such consentand satisfaction, if accepted by the assignee, shall bind the assigneehereunder in the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, thisAgreement may be assigned by the Administrator without the consent of theTrust, the Owner Trustee or UBS to a corporation or other organization that isa successor (by merger, consolidation or purchase of assets) to theAdministrator; provided, however, that such successororganization executes and delivers to the Trust, the Owner Trustee and UBS anagreement in which such corporation or other organization agrees to be boundhereunder by the terms of said assignment in the same manner as theAdministrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors orassigns of the parties hereto.

 

Section 12.GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITSCONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THEPARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 

Section 13.Headings.  The section headings hereof have beeninserted for convenience of reference only and shall not be construed to affectthe meaning, construction or effect of this Agreement.

 

Section 14.Counterparts.  This Agreement may be executed incounterparts, each of which when so executed shall together constitute but oneand the same agreement.

 

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Section 15.Severability.  Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall be ineffective to theextent of such prohibition or unenforceability without invalidating theremaining provisions hereof and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction.

 

Section 16.Limitation ofLiability.

 

(a)                                  Itis expressly understood and agreed by the parties hereto that (i) thisAdministration Agreement is executed and delivered by Wilmington Trust Company,not individually or personally but solely as trustee of the Trust, in theexercise of the powers and authority conferred and vested in it, (ii) each ofthe representations, undertakings and agreements herein made on the part of theTrust is made and intended not as personal representations, undertakings andagreements by Wilmington Trust Company but is made and intended for the purposeof binding only the Trust, (iii) nothing herein contained shall be construed ascreating any liability on Wilmington Trust Company, individually or personally,to perform any covenant either expressed or implied contained herein, all suchliability, if any, being expressly waived by the parties hereto and by any Personclaiming by, through or under the parties hereto and (iv) under nocircumstances shall Wilmington Trust Company be personally liable for thepayment of any indebtedness or expenses of the Trust or be liable for thebreach or failure of any obligation, representation, warranty or covenant madeor undertaken by the Trust under this Administration Agreement or any otherrelated documents.

 

(b)                                 TheAdministrator undertakes to perform only such duties and obligations as are setforth in this Agreement, it being expressly understood by the Owner Trustee andthe Trust that there are no implied duties or obligations under thisAgreement.  The Administrator or any ofits respective officers, directors, employees or agents shall not be liable,directly or indirectly, for any damages or expenses arising out of the servicesperformed under this Agreement other than damages which result from thenegligence, willful misconduct or bad faith of it or them.

 

Section 17.Third-PartyBeneficiary.  UBS, theNoteholders and the Owner Trustee are third-party beneficiaries to thisAgreement and are entitled to the rights and benefits hereunder and may enforcethe provisions hereof as if they were a party hereto.

 

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IN WITNESS WHEREOF, theparties have caused this Administration Agreement to be duly executed anddelivered as of the day and year first above written.

 
|   | MORTGAGEIT SPV I                    |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 | WILMINGTON TRUST  COMPANY,  not in its individual capacity but solely  as Owner Trustee |
|   |                                |   |
|   |                                |
|   | By:                                 | /s/ Janel R. Harvilla |   |
|   | Name:                               | Janel R. Harvilla |   |
|   | Title:                              | Financial Services  Officer |   |
|   |                                |
|   |                                |
|   | MORTGAGEIT, INC.,  as Administrator |
|   |                                |
|   |                                |
|   | By:                                 | /s/ JOHN R. CUTI |   |
|   | Name:                               | John R. Cuti |   |
|   | Title:                              | Secretary |   |
|        |                                     |  |  |  |  |  |

 

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