**Exhibit 10.23**

 

August 4,2004

 

UBS Real EstateSecurities Inc.

1285 Avenue of theAmericas

New York, New York  10019

Attention:  Robert Carpenter

 

MortgageIT Holdings, Inc.

33 Maiden Lane, 6th Floor

New York, New York  10038

Attention:            Michael A. Zigrossi andJohn R. Cuti

 

MortgageIT SPV I

acting with respect tothe REIT Sub—Trust

c/o Wilmington TrustCompany

Rodney Square North

1100 North Market Street

Wilmington, Delaware  19890

Attention:  Corporate Trust Administration

 

Re:                               ServicingAgreement with respect to certain Mortgage Loans

 

Ladies and Gentlemen:

 

UBS Real EstateSecurities Inc. (“UBS”), acting either on its own behalf or as agent onbehalf of a syndicate of lenders, has arranged a financing and purchasefacility (the “Facility”) to MortgageIT SPV I, a Delaware statutorytrust (the “Trust”).  MortgageITHoldings, Inc. (the “REIT”) and its taxable REIT subsidiary, MortgageIT,Inc. (the “TRS”) are depositors/sellers of certain mortgage loans (the “MortgageLoans”) to the Trust.

 

The Trust comprises twoseries (as such term is used in Section 3806(b)(2) of the DelawareStatutory Trust Act), the “REIT Sub-Trust”, which relates to those MortgagesLoans acquired by the Trust from the REIT (such Mortgage Loans, the “REITMortgage Loans”), and the “TRS Sub-Trust” which relates to thoseMortgage Loans acquired by the Trust from the TRS (such Mortgage Loans, the “TRSMortgage Loans”).

 

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For at least for so longas the REIT Mortgage Loans are in the Facility, the REIT Mortgage Loans will beserviced by the REIT pursuant to the REIT Servicing Agreement, dated as ofAugust 4, 2004 (the “REIT Servicing Agreement”) by and among theREIT, the Trust and UBS.  Similarly, forat least so long as the TRS Mortgage Loans are in the Facility, the TRSMortgage Loans will be serviced by the TRS pursuant to the TRS ServicingAgreement dated as of August 4, 2004 (the “TRS Servicing Agreement”)by and among the TRS, the Trust and UBS.

 

As reflected in each ofthe REIT Servicing Agreement and the TRS Servicing Agreement, the partiesthereto expect and intend that GMAC Mortgage Corporation (“GMAC”) act assub-servicer with respect to certain of the REIT Mortgage Loans (for so long asthe REIT Mortgage Loans are in the Facility) and certain of the TRS MortgageLoans (for so long as the TRS Mortgage Loans are in the Facility).  Such sub-serviced Mortgage Loans are hereinreferred to as the “Sub-Serviced Mortgage Loans”.

 

In connection with theforegoing, GMAC acknowledges and agrees that:

 

(i)                                     Itis acting and will continue to act, as the sub-servicer with respect to theSub-Serviced Mortgage Loans, pursuant to its customary servicing arrangementsand standards;

 

(ii)                                  Itwill not resign as sub-servicer of the Sub-Serviced Mortgage Loans except uponthe giving of 60 days prior written notice to UBS, the Trust, the TRS and theREIT;

 

(iii)                               Exceptas provided in the next clause, the REIT and the TRS may direct GMAC to followtheir respective instructions regarding any collection or custodial accountsestablished by GMAC with respect to the Sub-Serviced Mortgage Loans; UBS may,at any time, notify GMAC to follow any instructions furnished by UBS regardingany collection or custodial accounts established by GMAC with respect to theSub-Serviced Mortgage Loans and GMAC shall not thereafter follow any contraryinstructions as may be given by the REIT, by the TRS or their affiliates;

 

(iv)                              Inthe event that UBS gives GMAC notice of the occurrence of an event of defaultunder the Facility, (x) GMAC shall thereafter follow such instructions regardingthe servicing of the Sub-Serviced Mortgage Loans as may be given by UBS (andGMAC shall not follow any contrary instructions as may be given by the REIT, bythe TRS or their affiliates) and (y) if so directed by UBS, GMAC shallco-operate in a transfer of servicing to such successor servicer as UBS shalldesignate; and

 

(v)                                 allfees and expenses of GMAC shall be for the account of the REIT, or the TRS, asapplicable, (including any fees, including termination fees, and expenses inconnection with any transfer of servicing) and no delay or failure by the REIT,or the TRS, as

 

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applicable, in paying anysuch fees and expenses of GMAC shall serve to excuse GMAC from timely followingany direction given by UBS.

 

Notwithstanding anythingto the contrary, the REIT and the TRS agree to indemnify and hold GMAC harmlessfor any and all claims asserted against it for any actions taken in good faithby GMAC in connection with (iii) and/or (iv) above.

 

The terms of the letteragreement may only be changed by a written amendment hereto executed by allparties hereto.

 

 
|                                             | Very truly yours,           |
|--------------------------------------------------|-----------------------------|
|                                             |                        |
|                                             | GMAC MORTGAGE  CORPORATION  |
|                                             |                        |
|                                             | By:                         | /s/ WESLEY B. HOWLAND |   |
|                                             | Name:                       | Wesley B. Howland |   |
|                                             | Title:                      | Vice President |   |
|                                             |                        |
| Acknowledged                                     |                        |
|                                             |                        |
| MORTGAGEIT HOLDINGS,  INC.                       |                        |
|                                             |                        |
| By:                                              | /s/ JOHN R. CUTI            |   |   |
| Name:                                            | John R. Cuti                |   |   |
| Title:                                           | Secretary                   |   |   |
|                                             |                        |
| MORTGAGEIT, INC.                                 |                        |
|                                             |                        |
| By:                                              | /s/ JOHN R. CUTI            |   |   |
| Name:                                            | John R. Cuti                |   |   |
| Title:                                           | Secretary                   |   |   |
|                                             |                        |
| 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 |   |   |
|                                             |                        |
| UBS REAL ESTATE  SECURITIES INC.                 |                        |
|                                             |
| By:                                              | /s/ ROBERT CARPENTER        |   |
| Name:                                            | Robert Carpenter            |
| Title:                                           | Director                    |
|                                                  |                             |  |  |  |  |  |  |

 

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| By:    | /s/ GEORGE A.  MANGIARACINA |   |
|--------|-----------------------------|--------|
| Name:  | George A. Mangiaracina      |
| Title: | Managing Director           |

 

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