Exhibit 4.4


                           MORTGAGEIT TRUST 200_ - __

                                 Issuing Entity

                                       AND

                           [Name of Indenture Trustee]

                                INDENTURE TRUSTEE

                   ------------------------------------------


                                    INDENTURE

                           Dated as of _____ __, 200_

                   ------------------------------------------


                              MORTGAGE-BACKED NOTES

                        ---------------------------------


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>     <C>                <C>
ARTICLE I

         Definitions.........................................................................................
         Section 1.01      Definitions.......................................................................
         Section 1.02      Incorporation by Reference of Trust Indenture Act.................................
         Section 1.03      Rules of Construction.............................................................

ARTICLE II

         Original Issuance of Notes..........................................................................
         Section 2.01      Form..............................................................................
         Section 2.02      Execution, Authentication and Delivery............................................

ARTICLE III

         Covenants...........................................................................................
         Section 3.01      Collection of Payments with Respect to the Mortgage Loans.........................
         Section 3.02      Maintenance of Office or Agency...................................................
         Section 3.03      Money for Payments to Be Held in Trust; Paying Agent..............................
         Section 3.04      Existence.........................................................................
         Section 3.05      Payment of Principal and Interest; Defaulted Interest.............................
         Section 3.06      Protection of Trust Estate........................................................
         Section 3.07      Opinions as to Trust Estate.......................................................
         Section 3.08      Performance of Obligations; Servicing Agreement...................................
         Section 3.09      Negative Covenants................................................................
         Section 3.10      Annual Statement as to Compliance.................................................
         Section 3.11      Recording of Assignments..........................................................
         Section 3.12      Representations and Warranties Concerning the Mortgage Loans......................
         Section 3.13      Amendments to Servicing Agreement.................................................
         Section 3.14      Master Servicer as Agent and Bailee of the Mortgage Loans Holder..................
         Section 3.15      Investment Company Act............................................................
         Section 3.16      Issuing Entity May Consolidate, Etc...............................................
         Section 3.17      Successor or Transferee...........................................................
         Section 3.18      No Other Business.................................................................
         Section 3.19      No Borrowing......................................................................
         Section 3.20      Guarantees, Loans, Advances and Other Liabilities.................................
         Section 3.21      Capital Expenditures..............................................................
         Section 3.22      [Reserved]........................................................................
         Section 3.23      Restricted Payments...............................................................
         Section 3.24      Notice of Events of Default.......................................................
         Section 3.25      Further Instruments and Acts......................................................
         Section 3.26      Statements to Noteholders.........................................................
         Section 3.27      Determination of Note Interest Rate...............................................
         Section 3.28      Payments under the Credit Enhancement Instrument..................................
         Section 3.29      Replacement Credit Enhancement Instrument.........................................

ARTICLE IV

         The Notes; Satisfaction and Discharge of Indenture..................................................
         Section 4.01      The Notes.........................................................................
         Section 4.02      Registration of and Limitations on Transfer and Exchange of Notes;
                           Appointment of Certificate Registrar..............................................
         Section 4.03      Mutilated, Destroyed, Lost or Stolen Notes........................................
         Section 4.04      Persons Deemed Owners.............................................................
         Section 4.05      Cancellation......................................................................
         Section 4.06      Book-Entry Notes..................................................................
  Section 4.07      Notices to Depository....................................................................

         Section 4.08      Definitive Notes..................................................................
         Section 4.09      Tax Treatment.....................................................................
         Section 4.10      Satisfaction and Discharge of Indenture...........................................
         Section 4.11      Application of Trust Money........................................................
         Section 4.12      Subrogation and Cooperation.......................................................
         Section 4.13      Repayment of Monies Held by Paying Agent..........................................
         Section 4.14      Temporary Notes...................................................................

ARTICLE V

         Default and Remedies................................................................................
         Section 5.01      Events of Default.................................................................
         Section 5.02      Acceleration of Maturity; Rescission and Annulment................................
         Section 5.03      Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.........
         Section 5.04      Remedies; Priorities..............................................................
         Section 5.05      Optional Preservation of the Trust Estate.........................................
         Section 5.06      Limitation of Suits...............................................................
         Section 5.07      Unconditional Rights of Noteholders to Receive Principal and Interest.............
         Section 5.08      Restoration of Rights and Remedies................................................
         Section 5.09      Rights and Remedies Cumulative....................................................
         Section 5.10      Delay or Omission Not a Waiver....................................................
         Section 5.11      Control by Noteholders............................................................
         Section 5.12      Waiver of Past Defaults...........................................................
         Section 5.13      Undertaking for Costs.............................................................
         Section 5.14      Waiver of Stay or Extension Laws..................................................
         Section 5.15      Sale of Trust Estate..............................................................
         Section 5.16      Action on Notes...................................................................
         Section 5.17      Performance and Enforcement of Certain Obligations................................

ARTICLE VI

         The Indenture Trustee...............................................................................
         Section 6.01      Duties of Indenture Trustee.......................................................
         Section 6.02      Rights of Indenture Trustee.......................................................
         Section 6.03      Individual Rights of Indenture Trustee............................................
         Section 6.04      Indenture Trustee's Disclaimer....................................................
         Section 6.05      Notice of Event of Default........................................................
         Section 6.06      Reports by Indenture Trustee to Holders...........................................
         Section 6.07      Compensation and Indemnity........................................................
         Section 6.08      Replacement of Indenture Trustee..................................................
         Section 6.09      Successor Indenture Trustee by Merger.............................................
         Section 6.10      Appointment of Co-Indenture Trustee or Separate Indenture Trustee.................
         Section 6.11      Eligibility; Disqualification.....................................................
         Section 6.12      Preferential Collection of Claims Against Issuing Entity..........................
         Section 6.13      Representation and Warranty.......................................................
         Section 6.14      Directions to Indenture Trustee...................................................
         Section 6.15      [Reserved]........................................................................
         Section 6.16      Indenture Trustee May Own Securities..............................................

ARTICLE VII

         Noteholders' Lists and Reports......................................................................
         Section 7.01      Issuing Entity to Furnish Indenture Trustee Names and Addresses of Noteholders....
         Section 7.02      Preservation of Information; Communications to Noteholders........................
         Section 7.03      Reports by Issuing Entity.........................................................
         Section 7.04      Reports by Indenture Trustee......................................................
         Section 7.05      Reports Filed with Securities and Exchange Commission.............................

ARTICLE VIII

         Accounts, Disbursements and Releases................................................................
         Section 8.01      Collection of Money...............................................................
         Section 8.02      Trust Accounts....................................................................
         Section 8.03      Officer's Certificate.............................................................
         Section 8.04      Termination upon Distribution to Noteholders......................................
         Section 8.05      Release of Trust Estate...........................................................
         Section 8.06      Surrender of Notes upon Final Payment.............................................

ARTICLE IX

         Supplemental Indentures.............................................................................
         Section 9.01      Supplemental Indentures Without Consent of Noteholders............................
         Section 9.02      Supplemental Indentures with Consent of Noteholders...............................
         Section 9.03      Execution of Supplemental Indentures..............................................
         Section 9.04      Effect of Supplemental Indenture..................................................
         Section 9.05      Conformity with Trust Indenture Act...............................................
         Section 9.06      Reference in Notes to Supplemental Indentures.....................................

ARTICLE X

         Miscellaneous.......................................................................................
         Section 10.01     Compliance Certificates and Opinions, Etc.........................................
         Section 10.02     Form of Documents Delivered to Indenture Trustee..................................
         Section 10.03     Acts of Noteholders...............................................................
         Section 10.04     Notices, Etc., to Indenture Trustee, Issuing Entity, Credit Enhancer and
                           Rating Agencies...................................................................
         Section 10.05     Notices to Noteholders; Waiver....................................................
         Section 10.06     Alternate Payment and Notice Provisions...........................................
         Section 10.07     Conflict with Trust Indenture Act.................................................
         Section 10.08     Effect of Headings................................................................
         Section 10.09     Successors and Assigns............................................................
         Section 10.10     Separability......................................................................
         Section 10.11     Benefits of Indenture.............................................................
         Section 10.12     Legal Holidays....................................................................
         Section 10.13     GOVERNING LAW.....................................................................
         Section 10.14     Counterparts......................................................................
         Section 10.15     Recording of Indenture............................................................
         Section 10.16     Issuing Entity Obligation.........................................................
         Section 10.17     No Petition.......................................................................
         Section 10.18     Inspection........................................................................
         Section 10.19     Authority of the Administrator....................................................
</TABLE>


<PAGE>


EXHIBITS

Exhibit A     --   Form of Notes

Exhibit B     --   Form of Back-Up Certification To Form 10-K Certificate

Exhibit C     --   Form 10-D, Form 8-K and Form 10-K Reporting Responsibility

Appendix A    --   Definitions


<PAGE>

         This Indenture, dated as of _______________, between MortgageIT Trust
200_ - __, a Delaware statutory trust, as Issuing Entity (the "Issuing Entity"),
and ____________________________, a ____________________________, as Indenture
Trustee (the "Indenture Trustee"),

                                WITNESSETH THAT:

         Each party hereto agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Issuing Entity's
Series 200_-_ Mortgage-Backed Notes (the "Notes").

                                 GRANTING CLAUSE

         The Issuing Entity hereby Grants to the Indenture Trustee on the
Closing Date, as trustee for the benefit of the Holders of the Notes, all of the
Issuing Entity's right, title and interest in and to whether now existing or
hereafter created by (a) the Mortgage Loans and the proceeds thereof, (b) all
funds on deposit in the Funding Account, including all income from the
investment and reinvestment of funds therein, (c) all funds on deposit from time
to time in the Collection Account allocable to the Mortgage Loans excluding any
investment income from such funds; (d) all funds on deposit from time to time in
the Payment Account and in all proceeds thereof; (e) the Policy and (f) all
present and future claims, demands, causes and chooses in action in respect of
any or all of the foregoing and all payments on or under, and all proceeds of
every kind and nature whatsoever in respect of, any or all of the foregoing and
all payments on or under, and all proceeds of every kind and nature whatsoever
in the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, checks, deposit accounts, rights to payment of any and every kind,
and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Trust Estate" or the "Collateral").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction, and to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.

         The Indenture Trustee, as trustee on behalf of the Holders of the
Notes, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions hereof and agrees to perform its duties as
Indenture Trustee as required herein.


<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions attached hereto as Appendix A which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.

         Section 1.02 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the Trust Indenture Act (the
"TIA"), the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Indenture Trustee.

                  "obligor" on the indenture securities means the Issuing Entity
         and any other obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

         Section 1.03 Rules of Construction. Unless the context otherwise
requires:

                  (i) a term has the meaning assigned to it;

                  (ii) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles as in effect from time to time;

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

                  (v) words in the singular include the plural and words in the
         plural include the singular; and

                  (vi) any agreement, instrument or statute defined or referred
         to herein or in any instrument or certificate delivered in connection
         herewith means such agreement, instrument or statute as from time to
         time amended, modified or supplemented and includes (in the case of
         agreements or instruments) references to all attachments thereto and
         instruments incorporated therein; references to a Person are also to
         its permitted successors and assigns.


<PAGE>


                                   ARTICLE II

                           Original Issuance of Notes

         Section 2.01 Form. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth in
Exhibit A, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

         The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the Authorized Officers executing such Notes, as
evidenced by their execution of such Notes.

         The terms of the Notes set forth in Exhibit A are part of the terms of
this Indenture.

Section 2.02 Execution, Authentication and Delivery. The Notes shall be executed
on behalf of the Issuing Entity by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuing Entity shall bind the Issuing
Entity, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

         The Indenture Trustee shall upon Issuing Entity Request authenticate
and deliver Notes for original issue in an aggregate initial principal amount of
$___________.

         Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes and the Notes shall be issuable in the
minimum initial Security Balances of $100,000 and in integral multiples of
$1,000 in excess thereof.

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.


<PAGE>


                                   ARTICLE III

                                    Covenants

         Section 3.01 Collection of Payments with Respect to the Mortgage Loans.
The Indenture Trustee shall establish and maintain with itself a trust account
(the "Payment Account") in which the Indenture Trustee shall, subject to the
terms of this paragraph, deposit, on the same day as it is received from the
Master Servicer, each remittance received by the Indenture Trustee with respect
to the Mortgage Loans. The Indenture Trustee shall make all payments of
principal of and interest on the Notes, subject to Section 3.03 as provided in
Section 3.05 herein from monies on deposit in the Payment Account.

         Section 3.02 Maintenance of Office or Agency. The Issuing Entity will
maintain in the [Borough of Manhattan, The City of New York,] an office or
agency where, subject to satisfaction of conditions set forth herein, Notes may
be surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuing Entity in respect of the Notes and this Indenture
may be served. The Issuing Entity hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuing Entity shall fail to maintain any such office or agency or shall fail to
furnish the Indenture Trustee with the address thereof, such surrenders, notices
and demands may be made or served at the Corporate Trust Office, and the Issuing
Entity hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

         Section 3.03 Money for Payments to Be Held in Trust; Paying Agent. (a)
As provided in Section 3.01, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the Payment
Account pursuant to Section 3.01 shall be made on behalf of the Issuing Entity
by the Indenture Trustee or by the Paying Agent, and no amounts so withdrawn
from the Payment Account for payments of Notes shall be paid over to the Issuing
Entity except as provided in this Section 3.03.

         The Issuing Entity will cause each Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Paying Agent it hereby so agrees), subject to the
provisions of this Section 3.03, that such Paying Agent will:

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

                  (ii) give the Indenture Trustee notice of any default by the
         Issuing Entity of which it has actual knowledge in the making of any
         payment required to be made with respect to the Notes;

                  (iii) at any time during the continuance of any such default,
         upon the written request of the Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Paying Agent;

                  (iv) immediately resign as Paying Agent and forthwith pay to
         the Indenture Trustee all sums held by it in trust for the payment of
         Notes if at any time it ceases to meet the standards required to be met
         by a Paying Agent at the time of its appointment; and

                  (v) comply with all requirements of the Code with respect to
         the withholding from any payments made by it on any Notes of any
         applicable withholding taxes imposed thereon and with respect to any
         applicable reporting requirements in connection therewith.

         The Issuing Entity may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuing Entity Request direct any Paying Agent to pay to the Indenture Trustee
all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by
such Paying Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuing Entity on Issuing Entity Request; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Issuing Entity for payment thereof (but only to the extent of the amounts so
paid to the Issuing Entity), and all liability of the Indenture Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being required
to make any such repayment, shall at the expense and direction of the Issuing
Entity cause to be published once, in an Authorized Newspaper published in the
English language, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuing Entity. The Indenture Trustee may also adopt and employ,
at the expense and direction of the Issuing Entity, any other reasonable means
of notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

         Section 3.04 Existence. The Issuing Entity will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuing Entity hereunder
is or becomes, organized under the laws of any other state or of the United
States of America, in which case the Issuing Entity will keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and
will obtain and preserve its qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Mortgage Loans and each other
instrument or agreement included in the Trust Estate.

         Section 3.05 Payment of Principal and Interest; Defaulted Interest. (a)
On each Payment Date from amounts on deposit in the Payment Account after making
(x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any
deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section
8.02(c)(i)(2), the Indenture Trustee shall pay to the Noteholders, the
Certificate Paying Agent, on behalf of the Certificateholders, and to other
Persons the amounts to which they are entitled as set forth below:

                  (i) to the Noteholders the sum of (a) one month's interest at
         the Note Interest Rate on the Security Balances of Notes immediately
         prior to such Payment Date and (b) any previously accrued and unpaid
         interest for prior Payment Dates;

                  (ii) if such Payment Date is after the Funding Period, to the
         Noteholders, as principal on the Notes, the applicable Security
         Percentage of the Principal Collection Distribution Amount and if such
         Payment Date is the first Payment Date following the end of the Funding
         Period (if ending due to an Amortization Event) or the Payment Date on
         which the Funding Period ends, to the Noteholders as principal on the
         Notes the applicable Security Percentage of the amount deposited from
         the Funding Account in respect of Security Principal Collections;

                  (iii) to the Noteholders, as principal on the Notes, from the
         amount remaining on deposit in the Payment Account, up to the
         applicable Security Percentage of Liquidation Loss Amounts for the
         related Collection Period;

                  (iv) to the Noteholders, as principal on the Notes, from the
         amount remaining on deposit in the Payment Account, up to the
         applicable Security Percentage of Carryover Loss Amounts;

                  (v) to the Credit Enhancer, in the amount of the premium for
         the Credit Enhancement Instrument and for any Additional Credit
         Enhancement Instrument;

                  (vi) to the Credit Enhancer, to reimburse it for prior draws
         made on the Credit Enhancement Instrument and on any Additional Credit
         Enhancement Instrument (with interest thereon as provided in the
         Insurance Agreement);

                  (vii) to the Noteholders, as principal on the Notes based on
         the Security Balances from Security Interest Collections, up to the
         Special Capital Distribution Amount for such Payment Date;

                  (viii) to the Credit Enhancer, any other amounts owed to the
         Credit Enhancer pursuant to the Insurance Agreement;

                  (ix) [Reserved];

                  (x) to reimburse the Administrator for expenditures made on
         behalf of the Issuing Entity with respect to the performance of its
         duties under the Indenture; and

                  (xi) any remaining amount, to the Certificate Paying Agent, on
         behalf of the Certificates.

provided, however, in the event that on a Payment Date a Credit Enhancer Default
shall have occurred and be continuing then the priorities of distributions
described above will be adjusted such that payments of the Certificate
Distribution Amount and all other amounts to be paid to the Certificate Paying
Agent will not be paid until the full amount of interest and principal in
accordance with clauses (i), (x) and (ii) through (iv) above that are due on the
Notes on such Payment Date have been paid and provided, further, that on the
Final Scheduled Payment Date or other final Payment Date, the amount to be paid
pursuant to clause (ii) above shall be equal to the Security Balances of the
Securities immediately prior to such Payment Date.

         On each Payment Date, the Certificate Paying Agent shall deposit in the
Certificate Distribution Account all amounts it received pursuant to this
Section 3.05 for the purpose of distributing such funds to the
Certificateholders.

         The amounts paid to Noteholders shall be paid to each Class in
accordance with the Class Percentage as set forth in paragraph (b) below.
Interest will accrue on the Notes during an Interest Period on the basis of the
actual number of days in such Interest Period and a year assumed to consist of
360 days.

         [Any installment of interest or principal, if any, payable on any Note
or Certificate that is punctually paid or duly provided for by the Issuing
Entity on the applicable Payment Date shall, if such Holder holds Notes or
Certificates of an aggregate initial Principal Balance of at least $1,000,000,
be paid to each Holder of record on the preceding Record Date, by wire transfer
to an account specified in writing by such Holder reasonably satisfactory to the
Indenture Trustee as of the preceding Record Date or in all other cases or if no
such instructions have been delivered to the Indenture Trustee, by check to such
Noteholder mailed to such Holder's address as it appears in the Note Register
the amount required to be distributed to such Holder on such Payment Date
pursuant to such Holder's Securities; provided, however, that the Indenture
Trustee shall not pay to such Holders any amount required to be withheld from a
payment to such Holder by the Code.]

         (b) The principal of each Note shall be due and payable in full on the
Final Scheduled Payment Date for such Note as provided in the form of Note set
forth in Exhibit A. All principal payments on each Class of Notes shall be made
to the Noteholders of such Class entitled thereto in accordance with the
Percentage Interests represented by such Notes. Upon notice to the Indenture
Trustee by the Issuing Entity, the Indenture Trustee shall notify the Person in
whose name a Note is registered at the close of business on the Record Date
preceding the Final Scheduled Payment Date or other final Payment Date. Such
notice shall be mailed no later than five Business Days prior to such Final
Scheduled Payment Date or other final Payment Date and shall specify that
payment of the principal amount and any interest due with respect to such Note
at the Final Scheduled Payment Date or other final Payment Date will be payable
only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for such final payment.

         Section 3.06 Protection of Trust Estate. (a) The Issuing Entity will
from time to time execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and will take such other action
necessary or advisable to:

                  (i) maintain or preserve the lien and security interest (and
         the priority thereof) of this Indenture or carry out more effectively
         the purposes hereof;

                  (ii) perfect, publish notice of or protect the validity of any
         Grant made or to be made by this Indenture;

                  (iii) cause the Issuing Entity to enforce any of the Mortgage
         Loans; or

                  (iv) preserve and defend title to the Trust Estate and the
         rights of the Indenture Trustee and the Noteholders in such Trust
         Estate against the claims of all persons and parties.

         (b) Except as otherwise provided in this Indenture, the Indenture
Trustee shall not remove any portion of the Trust Estate that consists of money
or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it
was held as described in the Opinion of Counsel delivered at the Closing Date
pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered
pursuant to Section 3.07(b) unless the Trustee shall have first received an
Opinion of Counsel to the effect that the lien and security interest created by
this Indenture with respect to such property will continue to be maintained
after giving effect to such action or actions.

         The Issuing Entity hereby designates the Indenture Trustee its agent
and attorney-in-fact to execute any financing statement, continuation statement
or other instrument required to be executed pursuant to this Section 3.06.

         Section 3.07 Opinions as to Trust Estate. (a) On the Closing Date, the
Issuing Entity shall furnish to the Indenture Trustee and the Owner Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording and filing of this
Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the lien and security interest in the Mortgage Loans and reciting the
details of such action, or stating that, in the opinion of such counsel, no such
action is necessary to make such lien and security interest effective.

         (b) On or before ___________ in each calendar year, beginning in ____,
the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel
at the expense of the Issuing Entity either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as is necessary to
maintain the lien and security interest in the Mortgage Loans and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Mortgage Loans until December
31 in the following calendar year.

         Section 3.08 Performance of Obligations; Servicing Agreement. (a) The
Issuing Entity will punctually perform and observe all of its obligations and
agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Trust Estate.

         (b) The Issuing Entity may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuing Entity shall be deemed to be action taken by the Issuing Entity.
Initially, the Issuing Entity has contracted with the Administrator to assist
the Issuing Entity in performing its duties under this Indenture.

         (c) The Issuing Entity will not take any action or permit any action to
be taken by others which would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Mortgage
Loans or under any instrument included in the Trust Estate, or which would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any of the documents relating to
the Mortgage Loans or any such instrument, except such actions as the Master
Servicer is expressly permitted to take in the Servicing Agreement. The
Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise
the rights Issuing Entity and the Mortgage Loans holder, to direct the actions
of the Master Servicer.

         (d) The Issuing Entity shall at all times retain an Administrator
(approved by the Credit Enhancer under the Administration Agreement) and may
enter into contracts with other Persons for the performance of the Issuing
Entity's obligations hereunder, and performance of such obligations by such
Persons shall be deemed to be performance of such obligations by the Issuing
Entity.

         Section 3.09 Negative Covenants. So long as any Notes are Outstanding,
the Issuing Entity shall not:

                  (i) except as expressly permitted by this Indenture, sell,
         transfer, exchange or otherwise dispose of the Trust Estate, unless
         directed to do so by the Indenture Trustee;

                  (ii) claim any credit on, or make any deduction from the
         principal or interest payable in respect of, the Notes (other than
         amounts properly withheld from such payments under the Code) or assert
         any claim against any present or former Noteholder by reason of the
         payment of the taxes levied or assessed upon any part of the Trust
         Estate;

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of this Indenture to be
         amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or obligations with
         respect to the Notes under this Indenture except as may be expressly
         permitted hereby, (B) permit any lien, charge, excise, claim, security
         interest, mortgage or other encumbrance (other than the lien of this
         Indenture) to be created on or extend to or other wise arise upon or
         burden the Trust Estate or any part thereof or any interest therein or
         the proceeds thereof or (C) permit the lien of this Indenture not to
         constitute a valid first priority security interest in the Trust
         Estate; or

                  (iv) waive or impair, or fail to assert rights under, the
         Mortgage Loans, or impair or cause to be impaired the Company's or the
         Issuing Entity's interest in the Mortgage Loans, the Mortgage Loan
         Purchase Agreement or in any Basic Document, if any such action would
         materially and adversely affect the interests of the Noteholders.

         Section 3.10 Annual Statement as to Compliance. The Issuing Entity will
deliver to the Indenture Trustee, within 120 days after the end of each fiscal
year of the Issuing Entity (commencing with the fiscal year ____), an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that:

                  (i) a review of the activities of the Issuing Entity during
         such year and of its performance under this Indenture has been made
         under such Authorized Officer's supervision; and

                  (ii) to the best of such Authorized Officer's knowledge, based
         on such review, the Issuing Entity has complied with all conditions and
         covenants under this Indenture throughout such year, or, if there has
         been a default in its compliance with any such condition or covenant,
         specifying each such default known to such Authorized Officer and the
         nature and status thereof.

         Section 3.11 Recording of Assignments. The Company shall cause the to
exercise its right under the Mortgage Loan Purchase Agreement with respect to
the obligation of the Seller to submit or cause to be submitted for recording
all Assignments of Mortgages on or prior to ______________ with respect to the
Initial Loans and within 60 days following the related Deposit Date with respect
to any Additional Loans.

         Section 3.12 Representations and Warranties Concerning the Mortgage
Loans. The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit
of the representations and warranties made by the Seller in Section [____] and
Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage
Loans and the right to enforce the remedies against the Seller provided in such
Section [____] or Section [____] to the same extent as though such
representations and warranties were made directly to the Indenture Trustee.

         Section 3.13 Amendments to Servicing Agreement. The Issuing Entity
covenants with the Indenture Trustee that it will not enter into any amendment
or supplement to the Servicing Agreement in accordance with Section 8.01 of the
Servicing Agreement without the prior written consent of the Indenture Trustee.
The Indenture Trustee, as pledgee of the Mortgage Loans, may, in its discretion,
decline to enter into or consent to any such supplement or amendment if its own
rights, duties or immunities shall be adversely affected.

         Section 3.14 Master Servicer as Agent and Bailee of the Mortgage Loans
Holder. Solely for purposes of perfection under Section 9-305 of the Uniform
Commercial Code or other similar applicable law, rule or regulation of the state
in which such property is held by the Master Servicer, the Indenture Trustee
hereby acknowledges that the Master Servicer is acting as agent and bailee of
the Mortgage Loans holder in holding amounts on deposit in the Collection
Account pursuant to Section 3.02 of the Servicing Agreement, as well as its
agent and bailee in holding any Related Documents released to the Master
Servicer pursuant to Section 3.06(c) of the Servicing Agreement, and any other
items constituting a part of the Trust Estate which from time to time come into
the possession of the Master Servicer. It is intended that, by the Master
Servicer's acceptance of such agency pursuant to Section 3.02 of the Servicing
Agreement, the Indenture Trustee, as a secured party of the Mortgage Loans, will
be deemed to have possession of such Related Documents, such monies and such
other items for purposes of Section 9-305 of the Uniform Commercial Code of the
state in which such property is held by the Master Servicer.

         Section 3.15 Investment Company Act. The Issuing Entity shall not
become an "investment company" or under the "control" of an "investment company"
as such terms are defined in the Investment Company Act of 1940, as amended (or
any successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuing Entity shall be in compliance with this
Section 3.15 if it shall have obtained an order exempting it from regulation as
an "investment company" so long as it is in compliance with the conditions
imposed in such order.

         Section 3.16 Issuing Entity May Consolidate, Etc. (a) The Issuing
Entity shall not consolidate or merge with or into any other Person, unless:

                  (i) the Person (if other than the Issuing Entity) formed by or
         surviving such consolidation or merger shall be a Person organized and
         existing under the laws of the United States of America or any state or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form reasonably satisfactory to the Indenture Trustee, the due and
         punctual payment of the principal of and interest on all Notes and to
         the Certificate Paying Agent, on behalf of the Certificateholders and
         the performance or observance of every agreement and covenant of this
         Indenture on the part of the Issuing Entity to be performed or
         observed, all as provided herein;

                  (ii) immediately after giving effect to such transaction, no
         Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuing
         Entity that such transaction shall not cause the rating of the Notes
         [or the Certificates] to be reduced, suspended or withdrawn or to be
         considered by either Rating Agency to be below investment grade without
         taking into account the Credit Enhancement Instrument;

                  (iv) the Issuing Entity shall have received an Opinion of
         Counsel (and shall have delivered copies thereof to the Indenture
         Trustee) to the effect that such transaction will not have any material
         adverse tax consequence to the Issuing Entity, any Noteholder or any
         Certificateholder;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken; and

                  (vi) the Issuing Entity shall have delivered to the Indenture
         Trustee an Officer's Certificate and an Opinion of Counsel each stating
         that such consolidation or merger and such supplemental indenture
         comply with this Article III and that all conditions precedent herein
         provided for relating to such transaction have been complied with
         (including any filing required by the Exchange Act).

         (b) The Issuing Entity shall not convey or transfer any of its
properties or assets, including those included in the Trust Estate, to any
Person, unless:

                  (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuing Entity the conveyance or transfer
         of which is hereby restricted shall (A) be a United States citizen or a
         Person organized and existing under the laws of the United States of
         America or any state, (B) expressly assumes, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form satisfactory to the Indenture Trustee, the due and punctual
         payment of the principal of and interest on all Notes and the
         performance or observance of every agreement and covenant of this
         Indenture on the part of the Issuing Entity to be performed or
         observed, all as provided herein, (C) expressly agrees by means of such
         supplemental indenture that all right, title and interest so conveyed
         or transferred shall be subject and subordinate to the rights of
         Holders of the Notes, (D) unless otherwise provided in such
         supplemental indenture, expressly agrees to indemnify, defend and hold
         harmless the Issuing Entity against and from any loss, liability or
         expense arising under or related to this Indenture and the Notes and
         (E) expressly agrees by means of such supplemental indenture that such
         Person (or if a group of Persons, then one specified Person) shall make
         all filings with the Commission (and any other appropriate Person)
         required by the Exchange Act in connection with the Notes;

                  (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuing
         Entity that such transaction shall not cause the rating of the Notes or
         the Certificates to be reduced, suspended or withdrawn;

                  (iv) the Issuing Entity shall have received an Opinion of
         Counsel (and shall have delivered copies thereof to the Indenture
         Trustee) to the effect that such transaction will not have any material
         adverse tax consequence to the Issuing Entity or any Noteholder;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken; and

                  (vi) the Issuing Entity shall have delivered to the Indenture
         Trustee an Officer's Certificate and an Opinion of Counsel each stating
         that such conveyance or transfer and such supplemental indenture comply
         with this Article III and that all conditions precedent herein provided
         for relating to such transaction have been complied with (including any
         filing required by the Exchange Act).

         Section 3.17 Successor or Transferee. (a) Upon any consolidation or
merger of the Issuing Entity in accordance with Section 3.16(a), the Person
formed by or surviving such consolidation or merger (if other than the Issuing
Entity) shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuing Entity under this Indenture with the same effect as if
such Person had been named as the Issuing Entity herein.

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuing Entity pursuant to Section 3.16(b), the Issuing Entity will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuing Entity with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee of such
conveyance or transfer.

         Section 3.18 No Other Business. The Issuing Entity shall not engage in
any business other than financing, purchasing, owning and selling and managing
the Mortgage Loans and the issuance of the Notes and Certificates in the manner
contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.

         Section 3.19 No Borrowing. The Issuing Entity shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

         Section 3.20 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture or the Basic Documents, the Issuing Entity
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

         Section 3.21 Capital Expenditures. The Issuing Entity shall not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty).

         Section 3.22 [Reserved]

         Section 3.23 Restricted Payments. The Issuing Entity shall not,
directly or indirectly, (i) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Owner Trustee or any owner of a beneficial interest
in the Issuing Entity or otherwise with respect to any ownership or equity
interest or security in or of the Issuing Entity, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or security
or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuing Entity may make, or cause to be made, (x)
distributions to the Owner Trustee and the Certificateholders as contemplated
by, and to the extent funds are available for such purpose under the Trust
Agreement, (y) payments to the Master Servicer pursuant to the terms of the
Servicing Agreement and (z) payments to the Indenture Trustee pursuant to
Section 1(a)(ii) of the Administration Agreement. The Issuing Entity will not,
directly or indirectly, make payments to or distributions from the Collection
Account except in accordance with this Indenture and the Basic Documents.

         Section 3.24 Notice of Events of Default. The Issuing Entity shall give
the Indenture Trustee the Credit Enhancer and the Rating Agencies prompt written
notice of each Event of Default hereunder and under the Trust Agreement.

         Section 3.25 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuing Entity will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Indenture.

         Section 3.26 Statements to Noteholders. The Indenture Trustee and the
Certificate Registrar shall forward by mail to each Noteholder and
Certificateholder, respectively, the Statement delivered to it pursuant to
Section 4.01 of the Servicing Agreement.

         Section 3.27 Determination of Note Interest Rate. On the second LIBOR
Business Day immediately preceding (i) the Closing Date in the case of the first
Interest Period and (ii) the first day of each succeeding Interest Period, the
Indenture Trustee shall determine LIBOR and the Note Interest Rate for such
Interest Period and shall inform the Issuing Entity, the Master Servicer and the
Depositor at their respective facsimile numbers given to the Indenture Trustee
in writing thereof.

         Section 3.28 Payments under the Credit Enhancement Instrument. (a) On
any Payment Date, other than a Dissolution Payment Date, the Indenture Trustee
on behalf of the Noteholders, and in its capacity as Certificate Paying Agent on
behalf of the Certificateholders shall make a draw on the Credit Enhancement
Instrument in an amount if any equal to the sum of (x) the amount by which the
interest accrued at the Note Interest Rate on the Security Balance of the Notes
exceeds the amount on deposit in the Payment Account available to be distributed
therefor on such Payment Date and (y) the Guaranteed Principal Payment Amount
(the "Credit Enhancement Draw Amount").

         (b) The Indenture Trustee shall submit, if a Credit Enhancement Draw
Amount is specified in any Statement to Holders prepared by the Master Servicer
pursuant to Section 4.01 of the Servicing Agreement, the Notice for Payment (as
defined in the Credit Enhancement Instrument) in the amount of the Credit
Enhancement Draw Amount to the Credit Enhancer no later than 2:00 P.M., New York
City time, on the second Business Day prior to the applicable Payment Date. Upon
receipt of such Credit Enhancement Draw Amount in accordance with the terms of
the Credit Enhancement Instrument, the Indenture Trustee shall deposit such
Credit Enhancement Draw Amount in the Payment Account for distribution to
Holders (and the Certificate Paying Agent on behalf of the Certificates)
pursuant to Section 3.05.

         In addition, a draw may be made under the Credit Enhancement Instrument
in respect of any Avoided Payment (as defined in and pursuant to the terms and
conditions of the Credit Enhancement Instrument) and the Indenture Trustee shall
submit a Notice for Payment with respect thereto together with the other
documents required to be delivered to the Credit Enhancer pursuant to the Credit
Enhancement Instrument in connection with a draw in respect of any Avoided
Payment.

         (c) In the event that any Additional Credit Enhancement Instruments are
issued pursuant to Section 4.01 and Section 2.02(B) of the Insurance Agreement,
the Indenture Trustee shall be authorized to make draws thereon subject to the
terms and conditions therein.

         Section 3.29 Replacement Credit Enhancement Instrument. In the event of
a Credit Enhancer Default or if the claims paying ability rating of the Credit
Enhancer is downgraded and such downgrade results in a downgrading of the then
current rating of the Securities (in each case, a "Replacement Event"), the
Issuing Entity, at its expense, in accordance with and upon satisfaction of the
conditions set forth in the Credit Enhancement Instrument, including, without
limitation, payment in full of all amounts owed to the Credit Enhancer, may, but
shall not be required to, substitute a new surety bond or surety bonds for the
existing Credit Enhancement Instrument or may arrange for any other form of
credit enhancement; provided, however, that in each case the Notes shall be
rated no lower than the rating assigned by each Rating Agency to the Notes
immediately prior to such Replacement Event and the timing and mechanism for
drawing on such new credit enhancement shall be reasonably acceptable to the
Indenture Trustee and provided further that the premiums under the proposed
credit enhancement shall not exceed such premiums under the existing Credit
Enhancement Instrument. It shall be a condition to substitution of any new
credit enhancement that there be delivered to the Indenture Trustee (i) an
Opinion of Counsel, acceptable in form to the Indenture Trustee, from counsel to
the provider of such new credit enhancement with respect to the enforceability
thereof and such other matters as the Indenture Trustee may require and (ii) an
Opinion of Counsel to the effect that such substitution would not (a) adversely
affect in any material respect the tax status of the Notes or (b) cause the
Issuing Entity to be subject to a tax at the entity level. Upon receipt of the
items referred to above and payment of all amounts owing to the Credit Enhancer
and the taking of physical possession of the new credit enhancement, the
Indenture Trustee shall, within five Business Days following receipt of such
items and such taking of physical possession, deliver the replaced Credit
Enhancement Instrument to the Credit Enhancer. In the event of any such
replacement the Issuing Entity shall give written notice thereof to the Rating
Agencies.


<PAGE>

                                   ARTICLE IV

               The Notes; Satisfaction and Discharge of Indenture

         Section 4.01 The Notes. The Notes shall be registered in the name of a
nominee designated by the Depository. Beneficial Owners will hold interests in
the Notes through the book-entry facilities of the Depository in minimum initial
Principal Balances of $1,000 and integral multiples of $1,000 in excess thereof.

         The Indenture Trustee may for all purposes (including the making of
payments due on the Notes) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the Notes for the
purposes of exercising the rights of Holders of Notes hereunder. Except as
provided in the next succeeding paragraph of this Section 4.01, the rights of
Beneficial Owners with respect to the Notes shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants. Except as provided in Section 4.08,
Beneficial Owners shall not be entitled to definitive certificates for the Notes
as to which they are the Beneficial Owners. Requests and directions from, and
votes of, the Depository as Holder of the Notes shall not be deemed inconsistent
if they are made with respect to different Beneficial Owners. The Indenture
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Noteholders and give notice to the Depository of
such record date. Without the consent of the Issuing Entity and the Indenture
Trustee, no Note may be transferred by the Depository except to a successor
Depository that agrees to hold such Note for the account of the Beneficial
Owners.

         In the event the Depository Trust Company resigns or is removed as
Depository, the Indenture Trustee with the approval of the Issuing Entity may
appoint a successor Depository. If no successor Depository has been appointed
within 30 days of the effective date of the Depository's resignation or removal,
each Beneficial Owner shall be entitled to certificates representing the Notes
it beneficially owns in the manner prescribed in Section 4.08.

         The Notes shall, on original issue, be executed on behalf of the
Issuing Entity by the Owner Trustee, not in its individual capacity but solely
as Owner Trustee, authenticated by the Note Registrar and delivered by the
Indenture Trustee to or upon the order of the Issuing Entity.

Section 4.02 Registration of and Limitations on Transfer and Exchange of Notes;
Appointment of Certificate Registrar. The Issuing Entity shall cause to be kept
at its Corporate Trust Office a Note Register in which, subject to such
reasonable regulations as it may prescribe, the Note Registrar shall provide for
the registration of Notes and of transfers and exchanges of Notes as herein
provided.

         Subject to the restrictions and limitations set forth below, upon
surrender for registration of transfer of any Note at the Corporate Trust
Office, the Indenture Trustee shall execute and the Note Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes in authorized initial Security Balances
evidencing the same aggregate Percentage Interests.

         Subject to the foregoing, at the option of the Noteholders, Notes may
be exchanged for other Notes of like tenor or, in each case in authorized
initial Principal Balances evidencing the same aggregate Percentage Interests
upon surrender of the Notes to be exchanged at the Corporate Trust Office of the
Note Registrar. Whenever any Notes are so surrendered for exchange, the
Indenture Trustee shall execute and the Note Registrar shall authenticate and
deliver the Notes which the Noteholder making the exchange is entitled to
receive. Each Note presented or sur rendered for registration of transfer or
exchange shall (if so required by the Note Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Note Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing with such signature guaranteed by a commercial bank or
trust company located or having a correspondent located in the city of New York.
Notes delivered upon any such transfer or exchange will evidence the same
obligations, and will be entitled to the same rights and privileges, as the
Notes surrendered.

         No service charge shall be made for any registration of transfer or
exchange of Notes, but the Note Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

         All Notes surrendered for registration of transfer and exchange shall
be cancelled by the Note Registrar and delivered to the Indenture Trustee for
subsequent destruction without liability on the part of either.

         The Issuing Entity hereby appoints __________________________________
as Certificate Registrar to keep at its Corporate Trust Office a Certificate
Register pursuant to Section 3.09 of the Trust Agreement in which, subject to
such reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges
thereof pursuant to Section 3.05 of the Trust Agreement.
__________________________________ hereby accepts such appointment.

         Section 4.03 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuing Entity and the Indenture
Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuing Entity shall execute, and upon its request the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and payable,
instead of issuing a replacement Note, the Issuing Entity may pay such
destroyed, lost or stolen Note when so due or payable without surrender thereof.
If, after the delivery of such replacement Note or payment of a destroyed, lost
or stolen Note pursuant to the proviso to the preceding sentence, a bona fide
purchaser of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuing Entity and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuing Entity or the Indenture
Trustee in connection therewith.

         Upon the issuance of any replacement Note under this Section 4.03, the
Issuing Entity may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee) connected therewith.

         Every replacement Note issued pursuant to this Section 4.03 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuing Entity, whether or not
the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section 4.03 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         Section 4.04 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuing Entity, the Indenture Trustee
and any agent of the Issuing Entity or the Indenture Trustee may treat the
Person in whose name any Note is registered (as of the day of determination) as
the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee
nor any agent of the Issuing Entity or the Indenture Trustee shall be affected
by notice to the contrary.

         Section 4.05 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuing Entity may
at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuing Entity may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in
lieu of or in exchange for any Notes cancelled as provided in this Section 4.05,
except as expressly permitted by this Indenture. All cancelled Notes may be held
or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuing Entity
shall direct by an Issuing Entity Request that they be destroyed or returned to
it; provided however, that such Issuing Entity Request is timely and the Notes
have not been previously disposed of by the Indenture Trustee.

         Section 4.06 Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuing Entity. Such Notes shall initially be registered on the
Note Register in the name of Cede & Co., the nominee of the initial Depository,
and no Beneficial Owner will receive a Definitive Note representing such
Beneficial Owner's interest in such Note, except as provided in Section 4.08.
Unless and until definitive, fully registered Notes (the "Definitive Notes")
have been issued to Beneficial Owners pursuant to Section 4.08:

                  (i) the provisions of this Section 4.06 shall be in full force
         and effect;

                  (ii) the Note Registrar and the Indenture Trustee shall be
         entitled to deal with the Depository for all purposes of this Indenture
         (including the payment of principal of and interest on the Notes and
         the giving of instructions or directions hereunder) as the sole holder
         of the Notes, and shall have no obligation to the Owners of Notes;

                  (iii) to the extent that the provisions of this Section 4.06
         conflict with any other provisions of this Indenture, the provisions of
         this Section 4.06 shall control;

                  (iv) the rights of Beneficial Owners shall be exercised only
         through the Depository and shall be limited to those established by law
         and agreements between such Owners of Notes and the Depository and/or
         the Depository Participants. Unless and until Definitive Notes are
         issued pursuant to Section 4.08, the initial Depository will make
         book-entry transfers among the Depository Participants and receive and
         transmit payments of principal of and interest on the Notes to such
         Depository Participants; and

                  (v) whenever this Indenture requires or permits actions to be
         taken based upon instructions or directions of Holders of Notes
         evidencing a specified percentage of the Security Balances of the
         Notes, the Depository shall be deemed to represent such percentage only
         to the extent that it has received instructions to such effect from
         Beneficial Owners and/or Depository Participants owning or
         representing, respectively, such required percentage of the beneficial
         interest in the Notes and has delivered such instructions to the
         Indenture Trustee.

         Section 4.07 Notices to Depository. Whenever a notice or other
communication to the Note Holders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Beneficial Owners pursuant to
Section 4.08, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Depository, and shall have no obligation to the Beneficial Owners.

         Section 4.08 Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Notes and the
Administrator is unable to locate a qualified successor, (ii) the Administrator
at its option advises the Indenture Trustee in writing that it elects to
terminate the book-entry system through the Depository or (iii) after the
occurrence of an Event of Default, Owners of Notes representing beneficial
interests aggregating at least a majority of the Security Balances of the Notes
advise the Depository in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Beneficial
Owners, then the Depository shall notify all Beneficial Owners and the Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Depository, accompanied by registration instructions, the Issuing Entity
shall execute and the Indenture Trustee shall authenticate the Definitive Notes
in accordance with the instructions of the Depository. None of the Issuing
Entity, the Note Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Noteholders.

         Section 4.09 Tax Treatment. The Issuing Entity has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal,
state and local income, single business and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuing Entity. The Issuing Entity, by
entering into this Indenture, and each Noteholder, by its acceptance of its Note
(and each Beneficial Owner by its acceptance of an interest in the applicable
Book-Entry Note), agree to treat the Notes for federal, state and local income,
single business and franchise tax purposes as indebtedness of the Issuing
Entity.

         Section 4.10 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when

                  (A) either

                           (1) all Notes theretofore authenticated and delivered
                  (other than (i) Notes that have been destroyed, lost or stolen
                  and that have been replaced or paid as provided in Section
                  4.03 and (ii) Notes for whose payment money has theretofore
                  been deposited in trust or segregated and held in trust by the
                  Issuing Entity and thereafter repaid to the Issuing Entity or
                  discharged from such trust, as provided in Section 3.03) have
                  been delivered to the Indenture Trustee for cancellation; or

                           (2) all Notes not theretofore delivered to the
                  Indenture Trustee for cancellation

                                    a. have become due and payable,

                                    b. will become due and payable at the Final
                           Scheduled Payment Date within one year, or

                                    c. have been called for early redemption
                           pursuant to Section 5.02.

and the Issuing Entity, in the case of a. or b. above, has irrevocably deposited
or caused to be irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness on
such Notes and Certificates then outstanding not theretofore delivered to the
Indenture Trustee for cancellation when due on the Final Scheduled Payment Date;

                  (B) the Issuing Entity has paid or caused to be paid all other
         sums payable hereunder and under the Insurance Agreement by the Issuing
         Entity; and

                  (C) the Issuing Entity has delivered to the Indenture Trustee
         and the Credit Enhancer an Officer's Certificate, an Opinion of Counsel
         and each meeting the applicable requirements of Section 10.01 each
         stating that all conditions precedent herein provided for relating to
         the satisfaction and discharge of this Indenture have been complied
         with and, if the Opinion of Counsel relates to a deposit made in
         connection with Section 4.10(A)(2)b. above, such opinion shall further
         be to the effect that such deposit will not have any material adverse
         tax consequences to the Issuing Entity, any Noteholders or any
         Certificateholders.

         Section 4.11 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent or
Certificate Paying Agent, as the Indenture Trustee may determine, to the Holders
of Securities, of all sums due and to become due thereon for principal and
interest; but such monies need not be segregated from other funds except to the
extent required herein or required by law.

         Section 4.12 Subrogation and Cooperation. (a) The Issuing Entity and
the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer
makes payments under the Credit Enhancement Instrument on account of principal
of or interest on the Notes, the Credit Enhancer will be fully subrogated to the
rights of such Holders to receive such principal and interest from the Issuing
Entity, and (ii) the Credit Enhancer shall be paid such principal and interest
but only from the sources and in the manner provided herein and in the Insurance
Agreement for the payment of such principal and interest.

         The Indenture Trustee shall cooperate in all respects with any
reasonable request by the Credit Enhancer for action to preserve or enforce the
Credit Enhancer's rights or interest under this Indenture or the Insurance
Agreement without limiting the rights of the Noteholders as otherwise set forth
in the Indenture, including, without limitation, upon the occurrence and
continuance of a default under the Insurance Agreement, a request to take any
one or more of the following actions:

                  (i) institute Proceedings for the collection of all amounts
         then payable on the Notes, or under this Indenture in respect to the
         Notes and all amounts payable under the Insurance Agreement enforce any
         judgment obtained and collect from the Issuing Entity monies adjudged
         due;

                  (ii) sell the Trust Estate or any portion thereof or rights or
         interest therein, at one or more public or private Sales called and
         conducted in any manner permitted by law;

                  (iii) file or record all Assignments that have not previously
         been recorded;

                  (iv) institute Proceedings from time to time for the complete
         or partial foreclosure of this Indenture; and

                  (v) exercise any remedies of a secured party under the Uniform
         Commercial Code and take any other appropriate action to protect and
         enforce the rights and remedies of the Credit Enhancer hereunder.

         Section 4.13 Repayment of Monies Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Administrator other than the Indenture Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuing Entity, be paid to the Indenture Trustee to be held and applied
according to Section 3.05 and thereupon such Paying Agent shall be released from
all further liability with respect to such monies.

         Section 4.14 Temporary Notes. Pending the preparation of any Definitive
Notes, the Issuing Entity may execute and upon its written direction, the
Indenture Trustee may authenticate and make available for delivery, temporary
Notes that are printed, lithographed, typewritten, photocopied or otherwise
produced, in any denomination, substantially of the tenor of the Definitive
Notes in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

         If temporary Notes are issued, the Issuing Entity will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Indenture
Trustee, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuing Entity shall execute and the Indenture
Trustee shall authenticate and make available for delivery, in exchange
therefor, Definitive Notes of authorized denominations and of like tenor and
aggregate principal amount. Until so exchanged, such temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as Definitive
Notes.


<PAGE>


                                    ARTICLE V

                              Default and Remedies

         Section 5.01 Events of Default. "Event of Default," wherever used
herein, shall have the meaning provided in Article I; provided, however, that no
Event of Default will occur under clause (i) or clause (ii) of the definition of
"Event of Default" if the Issuing Entity fails to make payments of principal of
and interest on the Notes so long as the Credit Enhancer makes payments
sufficient therefore under the Credit Enhancement Instrument.

         The Issuing Entity shall deliver to the Indenture Trustee and the
Credit Enhancer, within five days after learning of the occurrence of an Event
of Default, written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clause (iii) of the definition of "Event of Default", its status
and what action the Issuing Entity is taking or proposes to take with respect
thereto.

         Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing or if the Master Servicer shall
purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing
Agreement, then and in every such case the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Security Balances of all
Notes may declare the Notes to be immediately due and payable, by a notice in
writing to the Issuing Entity (and to the Indenture Trustee if given by
Noteholders), and upon any such declaration the unpaid principal amount of such
Class of Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable. Unless the prior
written consent of the Credit Enhancer shall have been obtained by the Indenture
Trustee, the Payment Date upon which such accelerated payment is due and payable
shall not be a Payment Date under the Credit Enhancement Instrument and the
Indenture Trustee shall not be authorized under Section 3.28 to make a draw
therefor.

         At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Holders of Notes representing a
majority of the Security Balances of all Notes, by written notice to the Issuing
Entity and the Indenture Trustee, may waive the related Event of Default and
rescind and annul such declaration and its consequences if:

                  (i) the Issuing Entity has paid or deposited with the
         Indenture Trustee a sum sufficient to pay:

                           (A) all payments of principal of and interest on the
                  Notes and all other amounts that would then be due hereunder
                  or upon the Notes if the Event of Default giving rise to such
                  acceleration had not occurred; and

                           (B) all sums paid or advanced by the Indenture
                  Trustee hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Indenture Trustee and its
                  agents and counsel; and

                  (ii) all Events of Default, other than the nonpayment of the
         principal of the Notes that has become due solely by such acceleration,
         have been cured or waived as provided in Section 5.12.

         No such rescission shall affect any subsequent default or impair any
right consequent thereto.

         Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuing Entity covenants that if (i) default is made
in the payment of any interest on any Note when the same becomes due and
payable, and such default continues for a period of five days, or (ii) default
is made in the payment of the principal of or any installment of the principal
of any Note when the same becomes due and payable, the Issue shall, upon demand
of the Indenture Trustee, pay to it, for the benefit of the Holders of Notes and
of the Credit Enhancer, the whole amount then due and payable on the Notes for
principal and interest, with interest upon the overdue principal, and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.

         (b) In case the Issuing Entity shall fail forthwith to pay such amounts
upon such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, subject to the provisions of Section 10.17 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuing Entity or other obligor upon the Notes and collect in the manner
provided by law out of the property of the Issuing Entity or other obligor the
Notes, wherever situated, the monies adjudged or decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee subject to the provisions of Section 10.17 hereof may, as more
particularly provided in Section 5.04, in its discretion, proceed to protect and
enforce its rights and the rights of the Noteholders and the Credit Enhancer, by
such appropriate Proceedings as the Indenture Trustee shall deem most effective
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuing Entity or
any other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuing Entity or its property or such
other obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuing Entity or other obligor upon the Notes, or to the
creditors or property of the Issuing Entity or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
         of principal and interest owing and unpaid in respect of the Notes and
         to file such other papers or documents as may be necessary or advisable
         in order to have the claims of the Indenture Trustee (including any
         claim for reasonable compensation to the Indenture Trustee and each
         predecessor Indenture Trustee, and their respective agents, attorneys
         and counsel, and for reimbursement of all expenses and liabilities
         incurred, and all advances made, by the Indenture Trustee and each
         predecessor Indenture Trustee, except as a result of negligence or bad
         faith) and of the Noteholders allowed in such Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
         vote on behalf of the Holders of Notes in any election of a trustee, a
         standby trustee or Person performing similar functions in any such
         Proceedings;

                  (iii) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their behalf; and

                  (iv) to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Indenture Trustee or the Holders of Notes allowed in any
         judicial proceedings relative to the Issuing Entity, its creditors and
         its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

         (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any Note
holder in any such proceeding except, as aforesaid, to vote for the election of
a trustee in bankruptcy or similar Person.

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes.

         (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

         Section 5.04 Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee subject to the provisions
of Section 10.17 hereof may do one or more of the following (subject to Section
5.05):

                  (i) institute Proceedings in its own name and as trustee of an
         express trust for the collection of all amounts then payable on the
         Notes or under this Indenture with respect thereto, whether by
         declaration or otherwise, and all amounts payable under the Insurance
         Agreement, enforce any judgment obtained, and collect from the Issuing
         Entity and any other obligor upon such Notes monies adjudged due;

                  (ii) institute Proceedings from time to time for the complete
         or partial foreclosure of this Indenture with respect to the Trust
         Estate;

                  (iii) exercise any remedies of a secured party under the UCC
         and take any other appropriate action to protect and enforce the rights
         and remedies of the Indenture Trustee, the Holders of the Notes and the
         Credit Enhancer; and

                  (iv) sell the Trust Estate or any portion thereof or rights or
         interest therein, at one or more public or private sales called and
         conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Principal Balances of the Notes and the Credit Enhancer, which consent will not
be unreasonably withheld, (B) the proceeds of such sale or liquidation
distributable to Holders are sufficient to discharge in full all amounts then
due and unpaid upon the Notes for principal and interest and to reimburse the
Credit Enhancer for any amounts drawn under the Credit Enhancement Instrument
and any other amounts due the Credit Enhancer under the Insurance Agreement or
(C) the Indenture Trustee determines that the Mortgage Loans will not continue
to provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of the Credit Enhancer,
which consent will not be unreasonably withheld, and of the Holders of a
majority of the aggregate Principal Balances of the Notes. In determining such
sufficiency or insufficiency with respect to clause (B) and (C), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose. Notwithstanding the foregoing, so long as an Event of
Servicer Termination has not occurred, any Sale of the Trust Estate shall be
made subject to the continued Servicing of the Mortgage Loans by the Master
Servicer as provided in the Servicing Agreement.

         (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property in the following order:

         FIRST:  to the Indenture Trustee for amounts due under Section 6.07;

         SECOND: to each Class of Noteholders for amounts due and unpaid on the
related Class of Notes for interest and to each Noteholder of such Class in each
case, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Class of Notes for interest from amounts
available in the Trust Estate for such Noteholders;

         THIRD: to Holders of each Class of Notes for amounts due and unpaid on
the related Class of Notes for principal, from amounts available in the Trust
Estate for such Noteholders, and to each Noteholder of such Class in each case
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Class of Notes for principal, until the Security
Balances of each Class of Notes is reduced to zero;

         FOURTH: to the Issuing Entity for amounts required to be distributed to
the Certificateholders in respect of interest and principal pursuant to the
Trust Agreement;

         FIFTH: to the payment of all amounts due and owing to the Credit
Enhancer under the Insurance Agreement;

         SIXTH: to the Issuing Entity for amounts due under Article VIII of the
Trust Agreement; and

         SEVENTH: to the payment of the remainder, if any to the Issuing Entity
or any other person legally entitled thereto. The Indenture Trustee may fix a
record date and payment date for any payment to Noteholders pursuant to this
Section 5.04. At least 15 days before such record date, the Indenture Trustee
shall mail to each Noteholder a notice that states the record date, the payment
date and the amount to be paid.

         Section 5.05 Optional Preservation of the Trust Estate. If the Notes
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to take and maintain
possession of the Trust Estate. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes and other obligations of the Issuing
Entity including payment to the Credit Enhancer, and the Indenture Trustee shall
take such desire into account when determining whether or not to take and
maintain possession of the Trust Estate. In determining whether to take and
maintain possession of the Trust Estate, the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

         Section 5.06 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 10.17 hereof:

                  (i) such Holder has previously given written notice to the
         Indenture Trustee of a continuing Event of Default;

                  (ii) the Holders of not less than 25% of the Security Balances
         of the Notes have made written request to the Indenture Trustee to
         institute such Proceeding in respect of such Event of Default in its
         own name as Indenture Trustee hereunder;

                  (iii) such Holder or Holders have offered to the Indenture
         Trustee reasonable indemnity against the costs, expenses and
         liabilities to be incurred in complying with such request;

                  (iv) the Indenture Trustee for 60 days after its receipt of
         such notice, request and offer of indemnity has failed to institute
         such Proceedings; and

                  (v) no direction inconsistent with such written request has
         been given to the Indenture Trustee during such 60-day period by the
         Holders of a majority of the Security Balances of the Notes.

         It is understood and intended that no one or more Holders of Notes
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided.

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Security Balances of the Notes,
the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

         Section 5.07 Unconditional Rights of Noteholders to Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

         Section 5.08 Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuing Entity,
the Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

         Section 5.09 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

         Section 5.11 Control by Noteholders. The Holders of a majority of the
Security Balances of Notes shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that:

                  (i) such direction shall not be in conflict with any rule of
         law or with this Indenture;

                  (ii) subject to the express terms of Section 5.04, any
         direction to the Indenture Trustee to sell or liquidate the Trust
         Estate shall be by Holders of Notes representing not less than 100% of
         the Security Balances of Notes;

                  (iii) if the conditions set forth in Section 5.05 have been
         satisfied and the Indenture Trustee elects to retain the Trust Estate
         pursuant to such Section, then any direction to the Indenture Trustee
         by Holders of Notes representing less than 100% of the Security
         Balances of Notes to sell or liquidate the Trust Estate shall be of no
         force and effect; and

                  (iv) the Indenture Trustee may take any other action deemed
         proper by the Indenture Trustee that is not inconsistent with such
         direction.

         Notwithstanding the rights of Noteholders set forth in this Section,
subject to Section 6.01, the Indenture Trustee need not take any action that it
determines might involve it in liability or might materially adversely affect
the rights of any Noteholders not consenting to such action.

         Section 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Security Balances of the
Notes may waive any past Event of Default and its consequences except an Event
of Default (a) with respect to payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note or (c) the
waiver of which would materially and adversely affect the interests of the
Credit Enhancer or modify its obligation under the Credit Enhancement
Instrument. In the case of any such waiver, the Issuing Entity, the Indenture
Trustee and the Holders of the Notes shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereto.

         Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.

         Section 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the Security
Balances of the Notes or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture.

         Section 5.14 Waiver of Stay or Extension Laws. The Issuing Entity
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Issuing Entity (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it shall not hinder, delay or impede the execution of any power
herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

         Section 5.15 Sale of Trust Estate. (a) The power to effect any sale or
other disposition (a "Sale") of any portion of the Trust Estate pursuant to
Section 5.04 is expressly subject to the provisions of Section 5.05 and this
Section 5.15. The power to effect any such Sale shall not be exhausted by any
one or more Sales as to any portion of the Trust Estate remaining unsold, but
shall continue unimpaired until the entire Trust Estate shall have been sold or
all amounts payable on the Notes and under this Indenture and under the
Insurance Agreement shall have been paid. The Indenture Trustee may from time to
time postpone any public Sale by public announcement made at the time and place
of such Sale. The Indenture Trustee hereby expressly waives its right to any
amount fixed by law as compensation for any Sale.

         (b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless

                  (1) the Holders of all Notes and the Credit Enhancer consent
         to or direct the Indenture Trustee to make, such Sale, or

                  (2) the proceeds of such Sale would be not less than the
         entire amount which would be payable to the Noteholders under the Notes
         and the Credit Enhancer in respect of amounts drawn under the Credit
         Enhancement Instrument and any other amounts due the Credit Enhancer
         under the Insurance Agreement, in full payment thereof in accordance
         with Section 5.02, on the Payment Date next succeeding the date of such
         Sale, or

                  (3) The Indenture Trustee determines, in its sole discretion,
         that the conditions for retention of the Trust Estate set forth in
         Section 5.05 cannot be satisfied (in making any such determination, the
         Indenture Trustee may rely upon an opinion of an Independent investment
         banking firm obtained and delivered as provided in Section 5.05), and
         the Credit Enhancer consents to such Sale, which consent will not be
         unreasonably withheld and the Holders representing at least 66-2/3% of
         the Security Balances of the Notes consent to such Sale.

         The purchase by the Indenture Trustee of all or any portion of the
Trust Estate at a private Sale shall not be deemed a Sale or other disposition
thereof for purposes of this Section 5.15(b).

         (c) Unless the Holders and the Credit Enhancer have otherwise consented
or directed the Indenture Trustee, at any public Sale of all or any portion of
the Trust Estate at which a minimum bid equal to or greater than the amount
described in paragraph (2) of subsection (b) of this Section 5.15 has not been
established by the Indenture Trustee and no Person bids an amount equal to or
greater than such amount, the Indenture Trustee shall bid an amount at least
$1.00 more than the highest other bid.

         (d) In connection with a Sale of all or any portion of the Trust Estate

                  (1) any Holder or Holders of Notes may bid for and with the
         consent of the Credit Enhancer purchase the property offered for sale,
         and upon compliance with the terms of sale may hold, retain and possess
         and dispose of such property, without further accountability, and may,
         in paying the purchase money therefor, deliver any Notes or claims for
         interest thereon in lieu of cash up to the amount which shall, upon
         distribution of the net proceeds of such sale, be payable thereon, and
         such Notes, in case the amounts so payable thereon shall be less than
         the amount due thereon, shall be returned to the Holders thereof after
         being appropriately stamped to show such partial payment;

                  (2) the Indenture Trustee may bid for and acquire the property
         offered for Sale in connection with any Sale thereof, and, subject to
         any requirements of, and to the extent permitted by, applicable law in
         connection therewith, may purchase all or any portion of the Trust
         Estate in a private sale, and, in lieu of paying cash therefor, may
         make settlement for the purchase price by crediting the gross Sale
         price against the sum of (A) the amount which would be distributable to
         the Holders of the Notes and Holders of Certificates and amounts owing
         to the Credit Enhancer as a result of such Sale in accordance with
         Section 5.04(b) on the Payment Date next succeeding the date of such
         Sale and (B) the expenses of the Sale and of any Proceedings in
         connection therewith which are reimbursable to it, without being
         required to produce the Notes in order to complete any such Sale or in
         order for the net Sale price to be credited against such Notes, and any
         property so acquired by the Indenture Trustee shall be held and dealt
         with by it in accordance with the provisions of this Indenture;

                  (3) the Indenture Trustee shall execute and deliver an
         appropriate instrument of conveyance transferring its interest in any
         portion of the Trust Estate in connection with a Sale thereof;

                  (4) the Indenture Trustee is hereby irrevocably appointed the
         agent and attorney-in-fact of the Issuing Entity to transfer and convey
         its interest in any portion of the Trust Estate in connection with a
         Sale thereof, and to take all action necessary to effect such Sale; and

                  (5) no purchaser or transferee at such a Sale shall be bound
         to ascertain the Indenture Trustee's authority, inquire into the
         satisfaction of any conditions precedent or see to the application of
         any monies.

         Section 5.16 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuing Entity or by the levy
of any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuing Entity. Any money or property collected by
the Indenture Trustee shall be applied in accordance with Section 5.04(b).

         Section 5.17 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuing Entity in its capacity as holder of the
Mortgage Loans, shall take all such lawful action as the Indenture Trustee may
request to cause the Issuing Entity to compel or secure the performance and
observance by the Seller and the Master Servicer, as applicable, of each of
their obligations to the Issuing Entity under or in connection with the Mortgage
Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuing Entity
under or in connection with the Mortgage Loan Purchase Agreement and the
Servicing Agreement to the extent and in the manner directed by the Indenture
Trustee, as pledgee of the Mortgage Loans, including the transmission of notices
of default on the part of the Seller or the Master Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Seller or the Master Servicer of each of their
obligations under the Mortgage Loan Purchase Agreement and the Servicing
Agreement.

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of
the Credit Enhancer under the Servicing Agreement may, and at the direction
(which direction shall be in writing or by telephone (confirmed in writing
promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the
Notes shall, exercise all rights, remedies, powers, privileges and claims of the
Issuing Entity against the Seller or the Master Servicer under or in connection
with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Seller or the Master Servicer, as the case may be, of each of
their obligations to the Issuing Entity thereunder and to give any consent,
request, notice, direction, approval, extension or waiver under the Mortgage
Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any
right of the Issuing Entity to take such action shall not be suspended.


<PAGE>


                                   ARTICLE VI

                              The Indenture Trustee

         Section 6.01 Duties of Indenture Trustee. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

         (b) Except during the continuance of an Event of Default:

                  (i) the Indenture Trustee undertakes to perform such duties
         and only such duties as are specifically set forth in this Indenture
         and no implied covenants or obligations shall be read into this
         Indenture against the Indenture Trustee; and

                  (ii) in the absence of bad faith on its part, the Indenture
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture Trustee and conforming to the
         requirements of this Indenture; however, the Indenture Trustee shall
         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Indenture.

         (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section 6.01;

                  (ii) the Indenture Trustee shall not be liable for any error
         of judgment made in good faith by a Responsible Officer unless it is
         proved that the Indenture Trustee was negligent in ascertaining the
         pertinent facts; and

                  (iii) the Indenture Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it (A) pursuant to Section 5.11 or (B)
         from the Credit Enhancer, which it is entitled to give under any of the
         Basic Documents.

         (d) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuing Entity.

         (e) Money held in trust by the Indenture Trustee need not be segregated
from other funds except to the extent required by law or the terms of this
Indenture or the Trust Agreement.

         (f) No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of the
TIA.

         Section 6.02 Rights of Indenture Trustee. (a) The Indenture Trustee may
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Indenture Trustee need not investigate any
fact or matter stated in the document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on an Officer's Certificate or Opinion of Counsel.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.

         (d) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.

         (e) The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

         Section 6.03 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuing Entity or its Affiliates with
the same rights it would have if it were not Indenture Trustee. Any
Administrator, Note Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Indenture Trustee must comply with Sections 6.11
and 6.12.

         Section 6.04 Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the
Issuing Entity's use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Issuing Entity in the Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication.

         Section 6.05 Notice of Event of Default. If an Event of Default occurs
and is continuing and if it is known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall give notice thereof to the Credit Enhancer.
The Trustee shall mail to each Noteholder notice of the Event of Default within
90 days after it occurs. Except in the case of an Event of Default in payment of
principal of or interest on any Note, the Indenture Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Noteholders.

         Section 6.06 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to
enable such holder to prepare its federal and state income tax returns. In
addition, upon the Issuing Entity's written request, the Indenture Trustee shall
promptly furnish information reasonably requested by the Issuing Entity that is
reasonably available to the Indenture Trustee to enable the Issuing Entity to
perform its federal and state income tax reporting obligations.

         Section 6.07 Compensation and Indemnity. The Issuing Entity shall or
shall cause the Administrator to pay to the Indenture Trustee on each Payment
Date reasonable compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuing Entity shall or shall cause the Administrator to
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Issuing Entity shall or shall
cause the Administrator to indemnify the Indenture Trustee against any and all
loss, liability or expense (including attorneys' fees) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder. The Indenture Trustee shall notify the Issuing Entity and the
Administrator promptly of any claim for which it may seek indemnity. Failure by
the Indenture Trustee to so notify the Issuing Entity and the Administrator
shall not relieve the Issuing Entity or the Administrator of its obligations
hereunder. The Issuing Entity shall or shall cause the Administrator to defend
any such claim, and the Indenture Trustee may have separate counsel and the
Issuing Entity shall or shall cause the Administrator to pay the fees and
expenses of such counsel. Neither the Issuing Entity nor the Administrator need
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee's own willful
misconduct, negligence or bad faith.

         The Issuing Entity's payment obligations to the Indenture Trustee
pursuant to this Section 6.07 shall survive the discharge of this Indenture.
When the Indenture Trustee incurs expenses after the occurrence of an Event of
Default specified in Section 5.01(iv) or (v) with respect to the Issuing Entity,
the expenses are intended to constitute expenses of administration under Title
11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.

         Section 6.08 Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuing Entity and the Credit
Enhancer. The Holders of a majority of Security Balances of the Notes may remove
the Indenture Trustee by so notifying the Indenture Trustee and the Credit
Enhancer and may appoint a successor Indenture Trustee. The Issuing Entity shall
remove the Indenture Trustee if:

                  (i) the Indenture Trustee fails to comply with Section 6.11;

                  (ii) the Indenture Trustee is adjudged a bankrupt or
         insolvent;

                  (iii) a receiver or other public officer takes charge of the
         Indenture Trustee or its property; or

                  (iv) the Indenture Trustee otherwise becomes incapable of
         acting.

         If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuing
Entity shall promptly appoint a successor Indenture Trustee.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuing Entity.
Thereupon, the resignation or removal of the retiring Indenture Trustee shall
become effective, and the successor Indenture Trustee shall have all the rights,
powers and duties of the Indenture Trustee under this Indenture. The successor
Indenture Trustee shall mail a notice of its succession to Noteholders. The
retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee to the successor Indenture Trustee.

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuing Entity or the Holders of a majority of Security
Balances of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

         If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuing Entity's and the Administrator's obligations under
Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

         Section 6.09 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Rating
Agencies prior written notice of any such transaction.

         In case at the time such successor or successors by merger, conversion
or consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

         Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust Estate, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable. No co-trustee or
separate trustee here under shall be required to meet the terms of eligibility
as a successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.08 hereof.

         (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Indenture Trustee shall be conferred or imposed upon
         and exercised or performed by the Indenture Trustee and such separate
         trustee or co-trustee jointly (it being understood that such separate
         trustee or co-trustee is not authorized to act separately without the
         Indenture Trustee joining in such act), except to the extent that under
         any law of any jurisdiction in which any particular act or acts are to
         be performed the Indenture Trustee shall be incompetent or unqualified
         to perform such act or acts, in which event such rights, powers, duties
         and obligations (including the holding of title to the Trust Estate or
         any portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Indenture Trustee;

                  (ii) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder; and

                  (iii) the Indenture Trustee may at any time accept the
         resignation of or remove any separate trustee or co-trustee.

         (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

         (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

         Section 6.11 Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least [$50,000,000] as set forth
in its most recent published annual report of condition and it or its parent
shall have a long-term debt rating of [Baa3] or better by [Moody's]. The
Indenture Trustee shall comply with TIA ss. 310(b), including the optional
provision permitted by the second sentence of TIA ss. 310(b)(9); provided,
however, that there shall be excluded from the operation of TIA ss. 310(b)(1)
any indenture or indentures under which other securities of the Issuing Entity
are outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

         Section 6.12 Preferential Collection of Claims Against Issuing Entity.
The Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

         Section 6.13 Representation and Warranty. The Indenture Trustee hereby
represents that:

                  (i) The Indenture Trustee is duly organized and validly
         existing as a corporation in good standing under the laws of the State
         of ___________, with power and authority to own its properties and to
         conduct its business as such properties are currently owned and such
         business is presently conducted.

                  (ii) The Indenture Trustee has the power and authority to
         execute and deliver this Indenture and to carry out its terms; and the
         execution, delivery and performance of this Indenture have been duly
         authorized by the Indenture Trustee by all necessary corporate action.

                  (iii) The consummation of the transactions contemplated by
         this Indenture and the fulfillment of the terms hereof do not conflict
         with, result in any breach of any of the terms and provisions of, or
         constitute (with or without notice or lapse of time) a default under,
         the articles of incorporation or bylaws of the Indenture Trustee or any
         agreement or other instrument to which the Indenture Trustee is a party
         or by which it is bound.

                  (iv) To the Indenture Trustee's best knowledge, there are no
         proceedings or investigations pending or threatened before any court,
         regulatory body, administrative agency or other governmental
         instrumentality having jurisdiction over the Indenture Trustee or its
         properties: (A) asserting the invalidity of this Indenture (B) seeking
         to prevent the consummation of any of the transactions contemplated by
         this Indenture or (C) seeking any determination or ruling that might
         materially and adversely affect the performance by the Indenture
         Trustee of its obligations under, or the validity or enforceability of,
         this Indenture.

         Section 6.14 Directions to Indenture Trustee. The Indenture Trustee is
hereby directed:

         (a) to accept the pledge of the Mortgage Loans and hold the assets of
the Trust in trust for the Noteholders;

         (b) to issue, execute and deliver the Notes substantially in the form
prescribed by Exhibit A in accordance with the terms of this Indenture; and

         (c) to take all other actions as shall be required to be taken by the
terms of this Indenture.

         Section 6.15 [Reserved]

         Section 6.16 Indenture Trustee May Own Securities. The Indenture
Trustee, in its individual or any other capacity may become the owner or pledgee
of Securities with the same rights it would have if it were not Indenture
Trustee.


<PAGE>


                                   ARTICLE VII

                         Noteholders' Lists and Reports

         Section 7.01 Issuing Entity to Furnish Indenture Trustee Names and
Addresses of Noteholders. The Issuing Entity will furnish or cause to be
furnished to the Indenture Trustee (a) not more than five days after each Record
Date, a list, in such form as the Indenture Trustee may reasonably require, of
the names and addresses of the Holders of Notes as of such Record Date, (b) at
such other times as the Indenture Trustee and the Credit Enhancer may request in
writing, within 30 days after receipt by the Issuing Entity of any such request,
a list of similar form and content as of a date not more than 10 days prior to
the time such list is furnished; provided, however, that so long as the
Indenture Trustee is the Note Registrar, no such list shall be required to be
furnished.

         Section 7.02 Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 and the names and addresses of Holders of Notes received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.01 upon receipt
of a new list so furnished.

         (b) Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes.

         (c) The Issuing Entity, the Indenture Trustee and the Note Registrar
shall have the protection of TIA ss. 312(c).

         Section 7.03 Reports by Issuing Entity. (a) The Issuing Entity shall:

                  (i) file with the Indenture Trustee, within 15 days after the
         Issuing Entity is required to file the same with the Commission, copies
         of the annual reports and of the information, documents and other
         reports (or copies of such portions of any of the foregoing as the
         Commission may from time to time by rules and regulations prescribe)
         that the Issuing Entity may be required to file with the Commission
         pursuant to Section 13 or 15(d) of the Exchange Act;

                  (ii) file with the Indenture Trustee, and the Commission in
         accordance with rules and regulations prescribed from time to time by
         the Commission such additional information, documents and reports with
         respect to compliance by the Issuing Entity with the conditions and
         covenants of this Indenture as may be required from time to time by
         such rules and regulations; and

                  (iii) supply to the Indenture Trustee (and the Indenture
         Trustee shall transmit by mail to all Noteholders described in TIA ss.
         313(c)) such summaries of any information, documents and reports
         required to be filed by the Issuing Entity pursuant to clauses (i) and
         (ii) of this Section 7.03(a) and by rules and regulations prescribed
         from time to time by the Commission.

         (b) Unless the Issuing Entity otherwise determines, the fiscal year of
the Issuing Entity shall end on December 31 of each year.

         Section 7.04 Reports by Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each January 1 beginning with January 1, 200_, the
Indenture Trustee shall mail to each Noteholder as required by TIA ss. 313(c)
and to the Credit Enhancer a brief report dated as of such date that complies
with TIA ss. 313(a). The Indenture Trustee also shall comply with TIA ss.
313(b).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Indenture Trustee with the Commission and each stock exchange,
if any, on which the Notes are listed. The Issuing Entity shall notify the
Indenture Trustee if and when the Notes are listed on any stock exchange.

         Section 7.05 Reports Filed with Securities and Exchange Commission.

         (a) (i) Within 15 days after each Distribution Date, the Indenture
Trustee shall, in accordance with industry standards, file with the Commission
via the Electronic Data Gathering and Retrieval System ("EDGAR"), a Distribution
Report on Form 10-D, signed by the Servicer, with a copy of the monthly
statement to be furnished by the Indenture Trustee to the Noteholders for such
Distribution Date and detailing all data elements specified in Item 1121(a) of
Regulation AB as part of the monthly statement; provided that the Indenture
Trustee shall have received no later than 2 days prior to the date such
Distribution Report on Form 10-D is required to be filed, all information
required to be provided to the Indenture Trustee as described in clause (a)(iv)
below.

                  (ii) The Indenture Trustee will prepare and file Current
         Reports on Form 8-K in respect of the Trust, signed by the Servicer, as
         and when required; provided, that, the Indenture Trustee shall have
         received no later than one Business Day prior to the filing deadline
         for such Current Report, all information, data, and exhibits required
         to be provided or filed with such Current Report and required to be
         provided to the Indenture Trustee as described in clause (a)(iv) below.

                  (iii) Prior to January 30 in each year commencing in 2007, the
         Indenture Trustee shall, in accordance with industry standards, file a
         Form 15 Suspension Notice with respect to the Trust Fund, if
         applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form
         15 Suspension Notice shall have been filed, prior to March 15 of each
         year thereafter, the Servicer shall provide the Indenture Trustee with
         an Annual Compliance Statement, together with a copy of the Assessment
         of Compliance and Attestation Report to be delivered by the Servicer
         pursuant to the Servicing Agreement (including with respect to any
         subservicer or subcontractor, if required to be filed). Prior to (x)
         March 31, 2007 and (y) unless and until a Form 15 Suspension Notice
         shall have been filed, March 31 of each year thereafter, the Indenture
         Trustee shall, subject to subsection (d) below, file a Form 10-K, in
         substance conforming to industry standards, with respect to the Trust
         Fund. Such Form 10-K shall include the Assessment of Compliance,
         Attestation Report, Annual Compliance Statements and other
         documentation provided by the Servicer pursuant to the Servicing
         Agreement (including with respect to any subservicer or subcontractor,
         if required to be filed) and with respect to the Indenture Trustee and
         the Custodian, and the Form 10-K certification signed by the Depositor;
         provided that the Indenture Trustee shall have received no later than
         March 15 of each calendar year prior to the filing deadline for the
         Form 10-K all information, data and exhibits required to be provided or
         filed with such Form 10-K and required to be provided to the Indenture
         Trustee as described in clause (a)(iv) below.

                  (iv) As to each item of information required to be included in
         any Form 10-D, Form 8-K or Form 10-K, the Indenture Trustee's
         obligation to include the information in the applicable report is
         subject to receipt from the entity that is indicated in Exhibit C as
         the responsible party for providing that information, if other than the
         Indenture Trustee, as and when required as described above. Each of the
         Servicer, Seller and Depositor hereby agree to notify and provide to
         the Indenture Trustee all information that is required to be included
         in any Form 10-D, Form 8-K or Form 10-K, with respect to which that
         entity is indicated in Exhibit C as the responsible party for providing
         that information. The Swap Provider will be obligated pursuant to the
         Swap Agreement to provide to the Indenture Trustee any information that
         may be required to be included in any Form 10-D, Form 8-K or Form 10-K.
         The Indenture Trustee shall be responsible for determining the
         significance percentage (as defined in Item 1115 of Regulation AB) of
         the Swap Provider at any time. The Servicer shall be responsible for
         determining the pool concentration applicable to any subservicer or
         originator at any time, for purposes of disclosure as required by Items
         1117 and 1119 of Regulation AB.

The Depositor hereby grants to the Servicer a limited power of attorney to sign
each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (x) receipt by the Servicer
from the Depositor of written termination of such power of attorney and (y) the
termination of the Trust Fund. The Depositor agrees to promptly furnish to the
Indenture Trustee, from time to time upon request, such further information,
reports and financial statements within its control related to this Agreement,
the Mortgage Loans as the Indenture Trustee reasonably deems appropriate to
prepare and file all necessary reports with the Commission. The Indenture
Trustee shall have no responsibility to file any items other than those
specified in this Section 7.05; provided, however, the Indenture Trustee will
cooperate with the Depositor in connection with any additional filings with
respect to the Trust Fund as the Depositor deems necessary under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports
filed by the Indenture Trustee under the Exchange Act shall be sent to: the
Depositor c/o _____________, Attn: _____________, _____________, _____________,
_____________. Fees and expenses incurred by the Indenture Trustee in connection
with this Section 7.05 shall not be reimbursable from the Trust Fund.

         (b) In connection with the filing of any 10-K hereunder, the Indenture
Trustee shall sign a certification (in the form attached hereto as Exhibit B)
for the Depositor regarding certain aspects of the Form 10-K certification
signed by the Depositor, provided, however, that the Indenture Trustee shall not
be required to undertake an analysis of any accountant's report attached as an
exhibit to the Form 10-K.

         (c) In connection with the filing of any 10-K hereunder, the Servicer
shall sign a certification (in the form attached hereto as Exhibit B) for the
benefit of the Depositor regarding certain aspects of the Form 10-K
certification signed by the Depositor, provided, however, that the Servicer
shall not be required to undertake an analysis of any accountant's report
attached as an exhibit to the Form 10-K.

         (d) The Indenture Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Indenture Trustee's obligations under this Section
7.05 or the Indenture Trustee's negligence, bad faith or willful misconduct in
connection therewith.

         The Depositor shall indemnify and hold harmless the Indenture Trustee
and its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the obligations of the Depositor under this Section 7.05 or the
Depositor's negligence, bad faith or willful misconduct in connection therewith.

         The Servicer shall indemnify and hold harmless the Indenture Trustee
and the Depositor and their respective officers, directors and affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Servicer under
this Section 7.05 or the Servicer's negligence, bad faith or willful misconduct
in connection therewith.

         If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor or the Indenture Trustee, as
applicable, then the defaulting party, in connection with a breach of its
respective obligations under this Section 7.05 or its respective negligence, bad
faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other parties as a result of the
losses, claims, damages or liabilities of the other party in such proportion as
is appropriate to reflect the relative fault and the relative benefit of the
Depositor on the one hand and the Indenture Trustee on the other.

         (e) Nothing shall be construed from the foregoing subsections (a), (b)
and (c) to require the Indenture Trustee or any officer, director or Affiliate
thereof to sign any Form 10-K or any certification contained therein.
Furthermore, the inability of the Indenture Trustee to file a Form 10-K as a
result of the lack of required information as set forth in Section 7.05(a) or
required signatures on such Form 10-K or any certification contained therein
shall not be regarded as a breach by the Indenture Trustee of any obligation
under this Agreement.

         This Section 7.05 may be amended without the consent of the
Noteholders.


<PAGE>


                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

         Section 8.01 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

         Section 8.02 Trust Accounts. (a) On or prior to the Closing Date, the
Issuing Entity shall cause the Indenture Trustee to establish and maintain, in
the name of the Indenture Trustee, for the benefit of the Noteholders and the
Certificate Paying Agent, on behalf of the Certificateholders and the Credit
Enhancer, the Payment Account as provided in Section 3.01 of this Indenture.

         (b) All monies deposited from time to time in the Payment Account
pursuant to the Servicing Agreement and all deposits therein pursuant to this
Indenture are for the benefit of the Noteholders and the Certificate Paying
Agent, on behalf of the Certificateholders and all investments made with such
monies including all income or other gain from such investments are for the
benefit of the Master Servicer as provided by the Servicing Agreement.

         On each Payment Date during the Funding Period the Indenture Trustee
shall withdraw Net Principal Collections from the Payment Account and deposit
Net Principal Collections to the Funding Account.

         On each Payment Date, the Indenture Trustee shall distribute all
amounts on deposit in the Payment Account (after giving effect to the withdrawal
referred to in the preceding paragraph) to Noteholders in respect of the Notes
and in its capacity as Certificate Paying Agent to Certificateholders in the
order of priority set forth in Section 3.05 (except as otherwise provided in
Section 5.04(b).

         The Master Servicer may direct the Indenture Trustee to invest any
funds in the Payment Account in Eligible Investments maturing no later than the
Business Day preceding each Payment Date and shall not be sold or disposed of
prior to the maturity. Unless otherwise instructed by the Master Servicer, the
Indenture Trustee shall invest all funds in the Payment Account in Eligible
Investments.

         (c) On or before the Closing Date the Issuing Entity shall open, at the
Corporate Trust Office, an account which shall be the "Funding Account". The
Master Servicer may direct the Indenture Trustee to invest any funds in the
Funding Account in Eligible Investments maturing no later than the Business Day
preceding each Payment Date and shall not be sold or disposed of prior to the
maturity. Unless otherwise instructed by the Master Servicer, the Indenture
Trustee shall invest all funds in the Payment Account in its Corporate Trust
Short Term Investment Fund so long as it is an Eligible Investment. During the
Funding Period, any amounts received by the Indenture Trustee in respect of Net
Principal Collections for deposit in the Funding Account, together with any
Eligible Investments in which such monies are or will be invested or reinvested
during the term of the Notes, shall be held by the Indenture Trustee in the
Funding Account as part of the Trust Estate, subject to disbursement and
withdrawal as herein provided. Amounts on deposit in the Funding Account in
respect of Net Principal Collections may be withdrawn on each Deposit Date and
(1) paid to the Issuing Entity in payment for Additional Loans by the deposit of
such amount to the Collection Account and (2) at the end of the Funding Period
any amounts remaining in the Funding Account after the withdrawal called for by
clause (1) shall be deposited in the Payment Account to be included in the
payment of principal on the Payment Date that is the last day of the Funding
Period.

         (d) (i) Any investment in the institution with which the Funding
Account is maintained may mature on such Payment Date and (ii) any other
investment may mature on such Payment Date if the Indenture Trustee shall
advance funds on such Payment Date to the Funding Account in the amount payable
on such investment on such Payment Date, pending receipt thereof to the extent
necessary to make distributions on the Notes and the Certificates) and shall not
be sold or disposed of prior to maturity.

         Section 8.03 Officer's Certificate. The Indenture Trustee shall receive
at least [seven] days notice when requested by the Issuing Entity to take any
action pursuant to Section 8.05(a), accompanied by copies of any instruments to
be executed, and the Indenture Trustee shall also require, as a condition to
such action, an Officer's Certificate, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with.

         Section 8.04 Termination upon Distribution to Noteholders. This
Indenture and the respective obligations and responsibilities of the Issuing
Entity and the Indenture Trustee created hereby shall terminate upon the
distribution to Noteholders, Certificate Paying Agent, on behalf of the
Certificateholders and the Indenture Trustee of all amounts required to be
distributed pursuant to Article III; provided, however, that in no event shall
the trust created hereby continue beyond the expiration of 21 years from the
death of the survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

         Section 8.05 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses, the Indenture Trustee may, and when required by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by
the Indenture Trustee as provided in Article VIII hereunder shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent, or see to the application of any monies.

         (b) The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding, (ii) all sums due the Indenture Trustee pursuant to this Indenture
have been paid, and (iii) all sums due the Credit Enhancer have been paid,
release any remaining portion of the Trust Estate that secured the Notes from
the lien of this Indenture.

         [(c) The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.05 only upon receipt of an request from the
Issuing Entity accompanied by an [Officers' Certificate], [an Opinion of
Counsel,] and a letter from the Credit Enhancer, stating that the Credit
Enhancer has no objection to such request from the Issuing Entity.]

         Section 8.06 Surrender of Notes upon Final Payment. By acceptance of
any Note, the Holder thereof agrees to surrender such Note to the Indenture
Trustee promptly, prior to such Noteholder's receipt of the final payment
thereon.


<PAGE>


                                   ARTICLE IX

                             Supplemental Indentures

         Section 9.01 Supplemental Indentures Without Consent of Noteholders.
(a) Without the consent of the Holders of any Notes but with the consent of the
Credit Enhancer and prior notice to the Rating Agencies and the Credit Enhancer,
the Issuing Entity and the Indenture Trustee, when authorized by an Issuing
Entity Request, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
         any time subject to the lien of this Indenture, or better to assure,
         convey and confirm unto the Indenture Trustee any property subject or
         required to be subjected to the lien of this Indenture, or to subject
         to the lien of this Indenture additional property;

                  (ii) to evidence the succession, in compliance with the
         applicable provisions hereof, of another person to the Issuing Entity,
         and the assumption by any such successor of the covenants of the
         Issuing Entity herein and in the Notes contained;

                  (iii) to add to the covenants of the Issuing Entity, for the
         benefit of the Holders of the Notes, or to surrender any right or power
         herein conferred upon the Issuing Entity;

                  (iv) to convey, transfer, assign, mortgage or pledge any
         property to or with the Indenture Trustee;

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with any other provision herein or in any supplemental
         indenture;

                  (vi) to make any other provisions with respect to matters or
         questions arising under this Indenture or in any supplemental
         indenture; provided, that such action shall not materially and
         adversely affect the interests of the Holders of the Notes;

                  (vii) to evidence and provide for the acceptance of the
         appointment hereunder by a successor trustee with respect to the Notes
         and to add to or change any of the provisions of this Indenture as
         shall be necessary to facilitate the administration of the trusts
         hereunder by more than one trustee, pursuant to the requirements of
         Article VI; or

                  (viii) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the TIA or under any similar
         federal statute hereafter enacted and to add to this Indenture such
         other provisions as may be expressly required by the TIA;

provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel that
entering into such indenture supplement will not have any material adverse tax
consequences to the Noteholders.

         The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

         (b) The Issuing Entity and the Indenture Trustee, when authorized by an
Issuing Entity Request, may, also without the consent of any of the Holders of
the Notes but with the consent of the Credit Enhancer and prior notice to the
Rating Agencies and the Credit Enhancer, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, (i) adversely affect in any material respect the interests
of any Noteholder or (ii) cause the Issuing Entity to be subject to an entity
level tax.

         Section 9.02 Supplemental Indentures with Consent of Noteholders. The
Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity
Request, also may, with prior notice to the Rating Agencies and, with the
written consent of the Credit Enhancer and with the consent of the Holders of
not less than a majority of the Security Balances of each Class of Notes
affected thereby, by Act of such Holders delivered to the Issuing Entity and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Note affected thereby:

                  (i) change the date of payment of any installment of principal
         of or interest on any Note, or reduce the principal amount thereof or
         the interest rate thereon, change the provisions of this Indenture
         relating to the application of collections on, or the proceeds of the
         sale of, the Trust Estate to payment of principal of or interest on the
         Notes, or change any place of payment where, or the coin or currency in
         which, any Note or the interest thereon is payable, or impair the right
         to institute suit for the enforcement of the provisions of this
         Indenture requiring the application of funds available therefor, as
         provided in Article V, to the payment of any such amount due on the
         Notes on or after the respective due dates thereof;

                  (ii) reduce the percentage of the Security Balances of the
         Notes, the consent of the Holders of which is required for any such
         supplemental indenture, or the consent of the Holders of which is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture;

                  (iii) modify or alter the provisions of the proviso to the
         definition of the term "Outstanding" or modify or alter the exception
         in the definition of the term "Holder";

                  (iv) reduce the percentage of the Security Balances of the
         Notes required to direct the Indenture Trustee to direct the Issuing
         Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;

                  (v) modify any provision of this Section 9.02 except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the Basic Documents cannot
         be modified or waived without the consent of the Holder of each Note
         affected thereby;

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Payment Date (including
         the calculation of any of the individual components of such
         calculation); or

                  (vii) permit the creation of any lien ranking prior to or on a
         parity with the lien of this Indenture with respect to any part of the
         Trust Estate or, except as otherwise permitted or contemplated herein,
         terminate the lien of this Indenture on any property at any time
         subject hereto or deprive the Holder of any Note of the security
         provided by the lien of this Indenture; and provided, further, that
         such action shall not, as evidenced by an Opinion of Counsel, cause the
         Issuing Entity to be subject to an entity level tax.

         The Indenture Trustee may in its discretion determine whether or not
any Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.

         It shall not be necessary for any Act of Noteholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

         Promptly after the execution by the Issuing Entity and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.02, the
Indenture Trustee shall mail to the Holders of the Notes to which such amendment
or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

         Section 9.03 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

         Section 9.04 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuing Entity and the Holders of
the Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         Section 9.05 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         Section 9.06 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuing Entity or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuing Entity, to any such
supplemental indenture may be prepared and executed by the Issuing Entity and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Notes.


<PAGE>


                                    ARTICLE X

                                  Miscellaneous

         Section 10.01 Compliance Certificates and Opinions, Etc. (a) Upon any
application or request by the Issuing Entity to the Indenture Trustee to take
any action under any provision of this Indenture, the Issuing Entity shall
furnish to the Indenture Trustee and to the Credit Enhancer (i) an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that each signatory of such certificate or
         opinion has read or has caused to be read such covenant or condition
         and the definitions herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such signatory,
         such signatory has made such examination or investigation as is
         necessary to enable such signatory to express an informed opinion as to
         whether or not such covenant or condition has been complied with;

                  (4) a statement as to whether, in the opinion of each such
         signatory, such condition or covenant has been complied with; and

                  (5) if the Signer of such Certificate or Opinion is required
         to be Independent, the Statement required by the definition of the term
         "Independent".

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuing Entity shall, in addition to any obligation imposed in Section 10.01(a)
or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuing
Entity of the Collateral or other property or securities to be so deposited.

                  (ii) Whenever the Issuing Entity is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of any signer thereof as to the matters described in clause (i)
         above, the Issuing Entity shall also deliver to the Indenture Trustee
         an Independent Certificate as to the same matters, if the fair value to
         the Issuing Entity of the securities to be so deposited and of all
         other such securities made the basis of any such withdrawal or release
         since the commencement of the then-current fiscal year of the Issuing
         Entity, as set forth in the certificates delivered pursuant to clause
         (i) above and this clause (ii), is 10% or more of the Security Balances
         of the Notes, but such a certificate need not be furnished with respect
         to any securities so deposited, if the fair value thereof to the
         Issuing Entity as set forth in the related Officer's Certificate is
         less than $25,000 or less than one percent of the Security Balances of
         the Notes.

                  (iii) Whenever any property or securities are to be released
         from the lien of this Indenture, the Issuing Entity shall also furnish
         to the Indenture Trustee an Officer's Certificate certifying or stating
         the opinion of each person signing such certificate as to the fair
         value (within 90 days of such release) of the property or securities
         proposed to be released and stating that in the opinion of such person
         the proposed release will not impair the security under this Indenture
         in contravention of the provisions hereof.

                  (iv) Whenever the Issuing Entity is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of any signer thereof as to the matters described in clause
         (iii) above, the Issuing Entity shall also furnish to the Indenture
         Trustee an Independent Certificate as to the same matters if the fair
         value of the property or securities and of all other property, other
         than property as contemplated by clause (v) below or securities
         released from the lien of this Indenture since the commencement of the
         then-current calendar year, as set forth in the certificates required
         by clause (iii) above and this clause (iv), equals 10% or more of the
         Security Balances of the Notes, but such certificate need not be
         furnished in the case of any release of property or securities if the
         fair value thereof as set forth in the related Officer's Certificate is
         less than $25,000 or less than one percent of the then Security
         Balances of the Notes.

                  (v) Notwithstanding any provision of this Indenture, the
         Issuing Entity may, without compliance with the requirements of the
         other provisions of this Section 10.01, (A) collect, sell or otherwise
         dispose of the Mortgage Loans as and to the extent permitted or
         required by the Basic Documents or (B) make cash payments out of the
         Payment Account as and to the extent permitted or required by the Basic
         Documents [, so long as the Issuing Entity shall deliver to the
         Indenture Trustee every six months, commencing _____________, an
         Officer's Certificate of the Issuing Entity stating that all the
         dispositions of Collateral described in clauses (A) or (B) above that
         occurred during the preceding six calendar months were in the ordinary
         course of the Issuing Entity's business and that the proceeds thereof
         were applied in accordance with the Basic Documents].

         Section 10.02 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuing
Entity may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Seller, the Issuing Entity or the Administrator, stating that the
information with respect to such factual matters is in the possession of the
Seller, the Issuing Entity or the Administrator, unless such counsel knows, or
in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuing
Entity shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuing Entity's compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting
of such application or at the effective date of such certificate or report (as
the case may be), of the facts and opinions stated in such document shall in
such case be conditions precedent to the right of the Issuing Entity to have
such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Indenture Trustee's
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI.

         Section 10.03 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuing Entity. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Noteholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and
the Issuing Entity, if made in the manner provided in this Section 10.03.

         (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

         (c) The ownership of Notes shall be proved by the Note Registrar.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuing Entity in reliance thereon, whether or not
notation of such action is made upon such Note.

         Section 10.04 Notices, Etc., to Indenture Trustee, Issuing Entity,
Credit Enhancer and Rating Agencies. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Note holders or other documents
provided or permitted by this Indenture shall be in writing and if such request,
demand, authorization, direction, notice, consent, waiver or act of Noteholders
is to be made upon, given or furnished to or filed with:

                  (i) the Indenture Trustee by any Noteholder or by the Issuing
         Entity shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Indenture Trustee at the
         Corporate Trust Office. The Indenture Trustee shall promptly transmit
         any notice received by it from the Noteholders to the Issuing Entity,
         or

                  (ii) the Issuing Entity by the Indenture Trustee or by any
         Noteholder shall be sufficient for every purpose hereunder if in
         writing and mailed first-class, postage prepaid to the Issuing Entity
         addressed to: MortgageIT Trust 200_ - __, in care of [Name of Owner
         Trustee] _________________, __________, ______________, Attention of
         _________________________________________ with a copy to the
         Administrator at ________________ Attention: __________
         __________________________, or at any other address previously
         furnished in writing to the Indenture Trustee by the Issuing Entity or
         the Administrator. The Issuing Entity shall promptly transmit any
         notice received by it from the Noteholders to the Indenture Trustee, or

                  (iii) the Credit Enhancer by the Issuing Entity, the Indenture
         Trustee or by any Noteholders shall be sufficient for every purpose
         hereunder to in writing and mailed, first-class postage pre-paid, or
         personally delivered or telecopied to: [Name of Credit Enhancer],
         ________________, ________, _______________, Attention:
         _________________, ___________________________, Telephone
         ______________. Telecopier ______________. The Credit Enhancer shall
         promptly transmit any notice received by it from the Issuing Entity,
         the Indenture Trustee or the Noteholders to the Issuing Entity or
         Indenture Trustee, as the case may be.

         Notices required to be given to the Rating Agencies by the Issuing
Entity, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, to
(i) in the case of [Moody's], at the following address: [Moody's Investors
Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York
10007] and (ii) in the case of [Standard & Poor's], at the following address:
[Standard & Poor's Ratings Group, 26 Broadway (15th Floor), New York, New York
10004, Attention of Asset Backed Surveillance Department]; or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

         Section 10.05 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Person's as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute an Event of
Default.

         Section 10.06 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuing
Entity may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Administrator to
such Holder, that is different from the methods provided for in this Indenture
for such payments or notices. The Issuing Entity shall furnish to the Indenture
Trustee a copy of each such agreement and the Indenture Trustee shall cause
payments to be made and notices to be given in accordance with such agreements.

         Section 10.07 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

         The provisions of TIA ss.ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

         Section 10.08 Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

         Section 10.09 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuing Entity shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         Section 10.10 Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 10.11 Benefits of Indenture. The Credit Enhancer and its
successors and assigns shall be a third-party beneficiary to the provisions of
this Indenture. Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders, and any other party secured hereunder, and any
other Person with an ownership interest in any part of the Trust Estate, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         Section 10.12 Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         Section 10.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         Section 10.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuing Entity and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

         Section 10.16 Issuing Entity Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuing Entity,
the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuing
Entity or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuing Entity,
the Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Indenture
Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of
any duties or obligations of the Issuing Entity hereunder, the Owner Trustee
shall be subject to, and entitled to the benefits of, the terms and provisions
of Article VI, VII and VIII of the Trust Agreement.

         Section 10.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor or the Issuing
Entity, or join in any institution against the Depositor or the Issuing Entity
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the Basic Documents.

         Section 10.18 Inspection. The Issuing Entity agrees that, on reasonable
prior notice, it shall permit any representative of the Indenture Trustee,
during the Issuing Entity's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuing Entity, to make copies
and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuing Entity's affairs,
finances and accounts with the Issuing Entity's officers, employees, and
Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Indenture Trustee shall and shall
cause its representatives to hold in confidence all such information except to
the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

         Section 10.19 Authority of the Administrator. Each of the parties to
this Indenture acknowledges that the Issuing Entity and the Owner Trustee have
each appointed the Administrator to act as its agent to perform the duties and
obligations of the Issuing Entity hereunder. Unless otherwise instructed by the
Issuing Entity or the Owner Trustee, copies of all notices, requests, demands
and other documents to be delivered to the Issuing Entity or the Owner Trustee
pursuant to the terms hereof shall be delivered to the Administrator. Unless
otherwise instructed by the Issuing Entity or the Owner Trustee, all notices,
requests, demands and other documents to be executed or delivered, and any
action to be taken, by the Issuing Entity or the Owner Trustee pursuant to the
terms hereof may be executed, delivered and/or taken by the Administrator
pursuant to the Administration Agreement.


<PAGE>


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

                                    MORTGAGEIT TRUST 200_ - __,
                                    as Issuing Entity


                                    By:
                                       -----------------------------------------
                                    not in its individual capacity but solely as
                                    Owner Trustee


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                                                               ,
                                    as Indenture Trustee, as Certificate Paying
                                    Agent and as Note Registrar


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


hereby accepts the appointment as Certificate Paying Agent pursuant to Section
3.03 hereof and as Certificate Registrar pursuant to hereof.


By:
   ------------------------------
Name:
Title:


<PAGE>


STATE OF [NEW YORK]   )
                      ) ss.:
COUNTY OF [NEW YORK]  )

         On this ____ day of __________, before me personally appeared
______________, to me known, who being by me duly sworn, did depose and say,
that he resides at _________________, __________________ _____, that he is the
of the Owner Trustee, one of the corporations described in and which executed
the above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his name
thereto by like order.



                                                      Notary Public


[NOTARIAL SEAL]


<PAGE>


STATE OF [NEW YORK]   )
                      ) ss.:
COUNTY OF [NEW YORK]  )

         On this ____ day of __________, before me personally appeared , to me
known, who being by me duly sworn, did depose and say, that he resides at
____________________, that he is the ______________ of ________________, as
Indenture Trustee, one of the corporations described in and which executed the
above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his name
thereto by like order.


                                                      Notary Public


[NOTARIAL SEAL]


<PAGE>


STATE OF [NEW YORK]   )
                      ) ss.:
COUNTY OF [NEW YORK]  )

         On this ____ day of __________, before me personally appeared , to me
known, who being by me duly sworn, did depose and say, that he resides at
________________________, that he is an ________________ of _______________, as
Indenture Trustee, one of the corporations described in and which executed the
above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his name
thereto by like order.


                                                     Notary Public


[NOTARIAL SEAL]


<PAGE>


                                   EXHIBIT A-1

                              FORM OF CLASS A NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST
HEREIN.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AND THE NOTE INSURANCE
POLICY AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT
OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS NOTE.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.


<PAGE>


                           MORTGAGEIT TRUST 200_ - __
                              MORTGAGE-BACKED NOTES
                                     CLASS A


AGGREGATE NOTE PRINCIPAL                             NOTE INTEREST
BALANCE:                                             RATE: [Adjustable Rate]
$[             ]

INITIAL NOTE PRINCIPAL                               NOTE NO. [ ]
BALANCE OF THIS NOTE: $[             ]
PERCENTAGE INTEREST: [     ]%                        CUSIP NO. [             ]

         MortgageIT Trust 200_ - __ (the "Issuing Entity"), a Delaware statutory
trust, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of ($_________________) in monthly installments on
the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in ______ 200_
and ending on or before the Payment Date occurring in ________ 20__ (the "Final
Scheduled Payment Date") and to pay interest on the Note Principal Balance of
this Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuing Entity's
Mortgage-Backed Notes, Series 200_ - __ (the "Notes"), issued under an Indenture
dated as of ____________, 200_ (the "Indenture"), between the Issuing Entity and
[NAME OF TRUSTEE], as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee, and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         [NAME OF NOTE INSURER] (the "Note Insurer"), in consideration of the
payment of the premium and subject to the terms of the note insurance policy
(the "Note Insurance Policy") issued thereby, has unconditionally and
irrevocably guaranteed the payment of the Insured Amount with respect to the
Notes, with respect to each Payment Date. Such Note Insurance Policy will not
cover any Prepayment Interest Shortfalls, Relief Act Shortfalls or Basis Risk
Shortfall Carry- Forward Amount.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Principal Balance" of a Note as of any date of determination is equal to
the initial Note Principal Balance thereof, reduced by the aggregate of all
amounts previously paid with respect to such Note on account of principal and
the aggregate amount of cumulative Realized Losses allocated to such Note on all
prior Payment Dates.

         The principal of, and interest on, this Note is due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuing Entity with respect to this Note
shall be equal to this Notes's pro rata share of the aggregate payments on all
Class A Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture. [In addition, any payments received by
the Indenture Trustee in respect of the Seller Guarantee shall be paid to the
Holders of this Note pursuant to Section 3.32 of the Indenture.]

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Scheduled Payment Date.

         The Notes are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the Payment Date on which the aggregate Stated Principal Balance of the Mortgage
Loans as of the end of the prior Due Period is less than or equal to __% of the
aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date and
(ii) the Payment Date in ______ 20__.

         The Issuing Entity shall not be liable upon the indebtedness evidenced
by the Notes except to the extent of amounts available from the Trust Estate
which constitutes security for the payment of the Notes. The assets included in
the Trust Estate will be the sole source of payments on the Class A Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, the
Depositor, the Master Servicer or any of their respective affiliates, or to the
assets of any of the foregoing entities, except the assets of the Issuing Entity
pledged to secure the Class A Notes pursuant to the Indenture and the rights
conveyed to the Issuing Entity under the Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the principal amount of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
Note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuing Entity maintained by it for such purpose pursuant to
Section 3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of the Notes,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing the Notes or otherwise shall continue
to be applied to payments of principal of and interest on the Notes as if they
had not been declared due and payable.

         The failure to pay any Unpaid Interest Shortfall at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of a Note will not give
rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code as a result of the Issuing Entity, the Seller, the Depositor,
the Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer,
any Subservicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan and (B) the Notes are rated investment grade or better and such person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes. Alternatively, regardless of the rating of the Notes, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuing Entity, the
Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture
Trustee, the Master Servicer or any successor servicer which opines that the
acquisition, holding and transfer of such Note or interest therein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuing Entity, the Seller, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

         Pursuant to the Indenture, unless a Note Insurer Default (as defined in
the Indenture) exists (i) the Note Insurer shall be deemed to be the holder of
the Class A Notes for certain purposes specified in the Indenture (other than
with respect to payment on the Class A Notes), and will be entitled to exercise
all rights of the Noteholders thereunder, including the rights of Noteholders
relating to the occurrence of, and the remedies with respect to, an Event of
Default, without the consent of such Noteholders, and (ii) the Trustee may take
actions which would otherwise be at its option or within its discretion,
including actions relating to the occurrence of, and the remedies with respect
to, an Event of Default, only at the direction, or with the consent, of the Note
Insurer.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuing Entity. Upon surrender for registration of transfer of, or
presentation of a written instrument of transfer for, this Note at the office or
agency designated by the Issuing Entity pursuant to the Indenture, accompanied
by proper instruments of assignment in form satisfactory to the Indenture
Trustee, one or more new Notes of any authorized denominations and of a like
aggregate initial Note Principal Balance, will be issued to the designated
transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or
the Indenture Trustee may treat the Person in whose name this Note is registered
as the owner of such Note (i) on the applicable Record Date for the purpose of
making payments and interest of such Note, and (ii) on any other date for all
other purposes whatsoever, as the owner hereof, whether or not this Note be
overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Notes under the Indenture at
any time by the Issuing Entity with the consent of the Note Insurer and the
Holders of a majority of all Notes at the time outstanding. The Indenture also
contains provisions permitting (i) the Note Insurer or (ii) if the Note Insurer
defaults, the Holders of Notes representing specified percentages of the
aggregate Note Principal Balance of the Notes on behalf of the Holders of all
the Notes, to waive any past Default under the Indenture and its consequences.
Any such waiver by the Holder, at the time of the giving thereof, of this Note
(or any one or more predecessor Notes) shall bind the Holder of every Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuing Entity and the Indenture Trustee to
amend or waive certain terms and conditions set forth in the Indenture without
the consent of the Holders of the Notes issued thereunder.

         Initially, the Notes will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for the Notes. The
Notes will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Notes
are exchangeable for a like aggregate initial Note Principal Balance of Notes of
different authorized denominations, as requested by the Holder surrendering
same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be
duly executed by [NAME OF OWNER TRUSTEE], not in its individual capacity but
solely as Owner Trustee.

Dated: _______ __, 200_

                            MORTGAGEIT TRUST 200_ - __

                            BY: [NAME OF OWNER TRUSTEE], not in its individual
                            capacity but solely in its capacity as Owner Trustee


                            By:
                                ------------------------------------------------
                                Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes referred to in the within-mentioned Indenture.

[NAME OF INDENTURE TRUSTEE], as Indenture Trustee



By:
     ---------------------------------
     Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

           TEN COM           --  as tenants in common
           TEN ENT           --  as tenants by the entireties
           JT TEN            --  as joint tenants with right of survivorship and
                                 not as tenants in common
         UNIF GIFT MIN ACT   --  __________ Custodian __________________________
                                      (Cust)                       (Minor)

                                 under Uniform Gifts to Minor Act ______________
                                                                   (State)

         Additional abbreviations may also be used though not in the above list.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  (Please print or typewrite name and address, including zip code, of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________ attorney to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:
       --------------------         --------------------------------------------

Signature Guaranteed by
                        --------------------------------------------------------

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                                   EXHIBIT A-2

                            FORM OF CLASS M-[_] NOTES

THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A NOTES [AND CLASS
M-[_] NOTES] AS DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
LIABLE FOR PAYMENTS ON THIS NOTE.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.


<PAGE>


                           MORTGAGEIT TRUST 200_ - __
                              MORTGAGE-BACKED NOTES
                                   CLASS M-[_]


AGGREGATE NOTE PRINCIPAL                             NOTE INTEREST
BALANCE:                                             RATE: [Adjustable Rate]
$[             ]

INITIAL NOTE PRINCIPAL                               NOTE NO. [ ]
BALANCE OF THIS NOTE: $[             ]
PERCENTAGE INTEREST: [    ]%                         CUSIP NO. [             ]

         MortgageIT Trust 200_ - __ (the "Issuing Entity"), a Delaware statutory
trust, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of ______________________________ ($___________) in
monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in _______ 200_ and ending on or before the Payment Date occurring in
_______ 20__ (the "Final Scheduled Payment Date") and to pay interest on the
Note Principal Balance of this Note (this "Note") outstanding from time to time
as provided below.

         This Note is one of a duly authorized issue of the Issuing Entity's
Mortgage-Backed Notes, Series 200_-_ (the "Notes"), issued under an Indenture
dated as of _______ __, 200_ (the "Indenture"), between the Issuing Entity and
[NAME OF INDENTURE TRUSTEE], as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee, and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Principal Balance" of a Note as of any date of determination is equal to
the initial Note Principal Balance thereof, reduced by the aggregate of all
amounts previously paid with respect to such Note on account of principal and
the aggregate amount of cumulative Realized Losses allocated to such Note on all
prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuing Entity with respect to this Note
shall be equal to this Notes's pro rata share of the aggregate payments on all
Class M-[_] Notes as described above, and shall be applied as between interest
and principal as provided in the Indenture.

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Scheduled Payment Date.

         The Notes are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the Payment Date on which the aggregate Stated Principal Balance of the Mortgage
Loans is less than or equal to 25% of aggregate Stated Principal Balance of the
Mortgage Loans as of Cut-off Date and (ii) the Payment Date in ______ 20__.

         The Issuing Entity shall not be liable upon the indebtedness evidenced
by the Notes except to the extent of amounts available from the Trust Estate
which constitutes security for the payment of the Notes. The assets included in
the Trust Estate will be the sole source of payments on the Class M-[_] Notes,
and each Holder hereof, by its acceptance of this Note, agrees that (i) such
Note will be limited in right of payment to amounts available from the Trust
Estate as provided in the Indenture and (ii) such Holder shall have no recourse
to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, the
Depositor, the Master Servicer or any of their respective affiliates, or to the
assets of any of the foregoing entities, except the assets of the Issuing Entity
pledged to secure the Class M-[_] Notes pursuant to the Indenture and the rights
conveyed to the Issuing Entity under the Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Note (or
one or more predecessor Notes) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Note and of any Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuing Entity maintained by it for such purpose pursuant to
Section 3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of the Notes,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing the Notes or otherwise shall continue
to be applied to payments of principal of and interest on the Notes as if they
had not been declared due and payable.

         The failure to pay any Unpaid Interest Shortfall at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of a Note will not give
rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code as a result of the Issuing Entity, the Seller, the Depositor,
the Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer,
any Subservicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan and (B) the Notes are rated investment grade or better and such person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes. Alternatively, regardless of the rating of the Notes, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuing Entity, the
Seller, the Depositor any Underwriter, the Owner Trustee, the Indenture Trustee,
the Master Servicer or any successor servicer which opines that the acquisition,
holding and transfer of such Note or interest therein is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuing Entity, the Seller, the Depositor, any Underwriter, the Owner Trustee,
the Indenture Trustee, the Master Servicer or any successor servicer to any
obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuing Entity. Upon surrender for registration of transfer of, or
presentation of a written instrument of transfer for, this Note at the office or
agency designated by the Issuing Entity pursuant to the Indenture, accompanied
by proper instruments of assignment in form satisfactory to the Indenture
Trustee, one or more new Notes of any authorized denominations and of a like
aggregate initial Note Principal Balance, will be issued to the designated
transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or
the Indenture Trustee may treat the Person in whose name this Note is registered
as the owner of such Note (i) on the applicable Record Date for the purpose of
making payments and interest of such Note, and (ii) on any other date for all
other purposes whatsoever, as the owner hereof, whether or not this Note be
overdue, and neither the Issuing Entity, the Indenture Trustee nor any such
agent of the Issuing Entity or the Indenture Trustee shall be affected by notice
to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Notes under the Indenture at
any time by the Issuing Entity with the consent of the Note Insurer and the
Holders of a majority of all Notes at the time outstanding. The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the aggregate Note Principal Balance of the Notes on behalf of
the Holders of all the Notes, to waive any past Default under the Indenture and
its consequences. Any such waiver by the Holder, at the time of the giving
thereof, of this Note (or any one or more predecessor Notes) shall bind the
Holder of every Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuing Entity and
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Holders of the Notes issued
thereunder.

         Initially, the Notes will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for the Notes. The
Notes will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Notes
are exchangeable for a like aggregate initial Note Principal Balance of Notes of
different authorized denominations, as requested by the Holder surrendering
same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be
duly executed by [NAME OF OWNER TRUSTEE], not in its individual capacity but
solely as Owner Trustee.

Dated: _______ __, 20__

                                        MORTGAGEIT TRUST 200_ - __

                                        BY: [NAME OF OWNER TRUSTEE], not in its
                                        individual capacity but solely in
                                        its capacity as Owner Trustee


                                        By:
                                             -----------------------------------
                                             Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class M-[_] Notes referred to in the within-mentioned
Indenture.

[NAME OF INDENTURE TRUSTEE], as Indenture Trustee



By:
    ---------------------------------
    Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

            TEN COM       --   as tenants in common
            TEN ENT       --   as tenants by the entireties
            JT TEN        --   as joint tenants with right of survivorship and
                               not as tenants in common
      UNIF GIFT MIN ACT   --   __________ Custodian ____________________________
                                  (Cust)                           (Minor)

                               under Uniform Gifts to Minor Act ________________
                                                                   (State)

         Additional abbreviations may also be used though not in the above list.


<PAGE>


                                   ASSIGNMENT

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

                      -------------------------------------

                      -------------------------------------

                      -------------------------------------
  (Please print or typewrite name and address, including zip code, of assignee)


the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:
        ------------------------------------      ------------------------------

Signature Guaranteed by
                        --------------------------------------------------------

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>


                                    EXHIBIT B

             FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

Re:      The [               ] agreement dated as of [      ], 200[ ]
         (the "Agreement"), among [IDENTIFY PARTIES]

         I, ________________________________, the _______________________ of
         [NAME OF COMPANY], certify to [the Purchaser], [the Depositor], and the
         [Master Servicer] [Securities Administrator] [Trustee], and their
         officers, with the knowledge and intent that they will rely upon this
         certification, that:

         (1) I have reviewed the servicer compliance statement of the Company
         provided in accordance with Item 1123 of Regulation AB (the "Compliance
         Statement"), the report on assessment of the Company's compliance with
         the servicing criteria set forth in Item 1122(d) of Regulation AB (the
         "Servicing Criteria"), provided in accordance with Rules 13a-18 and
         15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange
         Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the
         registered public accounting firm's attestation report provided in
         accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
         Section 1122(b) of Regulation AB (the "Attestation Report"), and all
         servicing reports, officer's certificates and other information
         relating to the servicing of the Mortgage Loans by the Company during
         200[ ] that were delivered by the Company to the [Depositor] [Master
         Servicer] [Securities Administrator] [Trustee] pursuant to the
         Agreement (collectively, the "Company Servicing Information");

         (2) Based on my knowledge, the Company Servicing Information, taken as
         a whole, does not contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements made, in
         the light of the circumstances under which such statements were made,
         not misleading with respect to the period of time covered by the
         Company Servicing Information;

         (3) Based on my knowledge, all of the Company Servicing Information
         required to be provided by the Company under the Agreement has been
         provided to the [Depositor] [Master Servicer] [Securities
         Administrator] [Trustee];

         (4) I am responsible for reviewing the activities performed by the
         Company as servicer under the Agreement, and based on my knowledge and
         the compliance review conducted in preparing the Compliance Statement
         and except as disclosed in the Compliance Statement, the Servicing
         Assessment or the Attestation Report, the Company has fulfilled its
         obligations under the Agreement in all material respects; and

         (5) The Compliance Statement required to be delivered by the Company
         pursuant to the Agreement, and the Servicing Assessment and Attestation
         Report required to be provided by the Company and by any Subservicer or
         Subcontractor pursuant to the Agreement, have been provided to the
         [Depositor] [Master Servicer]. Any material instances of noncompliance
         described in such reports have been disclosed to the [Depositor]
         [Master Servicer]. Any material instance of noncompliance with the
         Servicing Criteria has been disclosed in such reports.



         Date:    _________________________



         By:
         Name:    ________________________________
         Title:   ________________________________


<PAGE>


                                    EXHIBIT C

                        FORM 10-D, FORM 8-K AND FORM 10-K
                            REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party
shall be primarily responsible for reporting the information to the Securities
Administrator pursuant to Section 3.18(a)(iv). If the Securities Administrator
is indicated below as to any item, then the Securities Administrator is
primarily responsible for obtaining that information.

Under Item 1 of Form 10-D: a) items marked "6.07 statement" are required to be
included in the periodic Distribution Date statement under Section 6.07,
provided by the Securities Administrator based on information received from the
Master Servicer; and b) items marked "Form 10-D report" are required to be in
the Form 10-D report but not the 6.07 statement, provided by the party
indicated. Information under all other Items of Form 10-D is to be included in
the Form 10-D report.

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                               RESPONSIBLE PARTY
-------------- --------------- ----------------------------------------------------------   ---------------------------
<C>            <C>             <C>                                                          <C>
10-D           Must be filed within 15 days of the distribution date for the asset-backed securities.
-------------- --------------------------------------------------------------------------   ---------------------------
               1               DISTRIBUTION AND POOL PERFORMANCE INFORMATION
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM  1121(A)  -   DISTRIBUTION   AND  POOL   PERFORMANCE
                               INFORMATION
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (1)  Any   applicable   record  dates,   accrual   dates,    6.07 statement
                               determination  dates for  calculating  distributions  and
                               actual distribution dates for the distribution period.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (2) Cash  flows  received  and the  sources  thereof  for    6.07 statement
                               distributions, fees and expenses.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (3) Calculated  amounts and  distribution  of the flow of    6.07 statement
                               funds for the period  itemized  by type and  priority  of
                               payment, including:
-------------- --------------- ----------------------------------------------------------   ---------------------------
                                        (i) Fees or expenses  accrued and paid,  with an    6.07 statement
                               identification  of the  general  purpose of such fees and
                               the party receiving such fees or expenses.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                                        (ii)  Payments  accrued or paid with  respect to    6.07 statement
                               enhancement  or other support  identified in Item 1114 of
                               Regulation  AB  (such  as  insurance  premiums  or  other
                               enhancement  maintenance fees), with an identification of
                               the  general  purpose  of such  payments  and  the  party
                               receiving such payments.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                                        (iii)    Principal,     interest    and    other    6.07 statement
                               distributions   accrued  and  paid  on  the  asset-backed
                               securities  by  type  and by  class  or  series  and  any
                               principal or interest shortfalls or carryovers.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                                        (iv) The  amount of  excess  cash flow or excess    6.07 statement
                               spread and the disposition of excess cash flow.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (4)  Beginning  and  ending  principal  balances  of  the    6.07 statement
                               asset-backed securities.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (5) Interest rates  applicable to the pool assets and the    6.07 statement
                               asset-backed   securities,   as   applicable.    Consider
                               providing  interest rate  information  for pool assets in
                               appropriate distributional groups or incremental ranges.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (6)   Beginning  and  ending   balances  of   transaction    6.07 statement
                               accounts,  such as reserve accounts, and material account
                               activity during the period.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (7) Any amounts drawn on any credit  enhancement or other    6.07 statement
                               support  identified  in Item  1114 of  Regulation  AB, as
                               applicable,  and the amount of coverage  remaining  under
                               any such enhancement, if known and applicable.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (8)  Number and  amount of pool  assets at the  beginning    6.07 statement
                               and ending of each period,  and updated pool  composition
                               information,  such as weighted  average coupon,  weighted    Updated pool composition
                               average  life,  weighted  average  remaining  term,  pool    information fields to be
                               factors and prepayment amounts.                              as specified by Depositor
                                                                                            from time to time
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (9) Delinquency and loss information for the period.         6.07 statement.

                               In  addition,   describe  any  material  changes  to  the
                               information  specified in Item  1100(b)(5)  of Regulation    Form 10-D  report:  Master
                               AB regarding the pool assets.                                Servicer
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (10)  Information  on  the  amount,   terms  and  general    6.07 statement
                               purpose of any  advances  made or  reimbursed  during the
                               period,  including the general use of funds  advanced and
                               the general source of funds for reimbursements.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (11) Any material  modifications,  extensions  or waivers    6.07 statement
                               to pool asset terms,  fees,  penalties or payments during
                               the distribution  period or that have cumulatively become
                               material over time.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (12) Material breaches of pool asset  representations  or    Form     10-D      report:
                               warranties or transaction covenants.                         Securities    Adminstrator
                                                                                            (subject   to    Depositor
                                                                                            approval)
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (13)  Information on ratio,  coverage or other tests used    6.07 statement
                               for  determining any early  amortization,  liquidation or
                               other  performance  trigger  and  whether the trigger was
                               met.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               (14)   Information   regarding   any  new   issuance   of    Form     10-D      report:
                               asset-backed securities backed by the same asset pool,       Depositor

                               [information  regarding]  any pool asset  changes  (other
                               than in  connection  with a pool  asset  converting  into    Form 10-D  report:  Master
                               cash in accordance with its terms),  such as additions or    Servicer
                               removals in  connection  with a  prefunding  or revolving
                               period and pool asset  substitutions and repurchases (and
                               purchase rates, if applicable),  and cash flows available
                               for  future  purchases,  such  as  the  balances  of  any
                               prefunding or revolving accounts, if applicable.

                               Disclose  any  material  changes  in  the   solicitation,
                               credit-granting,  underwriting,  origination, acquisition
                               or pool selection criteria or procedures,  as applicable,
                               used to originate, acquire or select the new pool assets.    Form 10-D  report:  Master
                                                                                            Servicer
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM   1121(B)  -   PRE-FUNDING   OR   REVOLVING   PERIOD    Depositor
                               INFORMATION

                               Updated pool information as required under Item 1121(b).
-------------- --------------- ----------------------------------------------------------   ---------------------------
               2               LEGAL PROCEEDINGS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Item  1117  -  Legal  proceedings   pending  against  the
                               following entities,  or their respective  property,  that
                               is material to Certificateholders,  including proceedings
                               known to be contemplated by governmental authorities:

                               Sponsor (Seller)
                                                                                            Sponsor
                               Depositor
                                                                                            Depositor
                               Trustee
                                                                                            Trustee
                               Issuing entity
                                                                                            Depositor
                               Master  Servicer,  affiliated  Servicer,  other  Servicer
                               servicing  20% or more of pool  assets at time of report,    Master Servicer
                               other material servicers

                               Certificate Administrator
                                                                                            Certificate Administrator

                               Originator  of 20%  or  more  of  pool  assets  as of the    Master Servicer
                               Cut-off Date

                               Custodian                                                    Custodian
-------------- --------------- ----------------------------------------------------------   ---------------------------
               3               SALES OF SECURITIES AND USE OF PROCEEDS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               INFORMATION FROM ITEM 2(A) OF PART II OF FORM 10-Q:

                               With  respect to any sale of  securities  by the sponsor,
                               depositor or issuing entity,  that are backed by the same    Depositor
                               asset  pool  or  are  otherwise  issued  by  the  issuing
                               entity, whether or not registered,  provide the sales and
                               use of  proceeds  information  in Item 701 of  Regulation
                               S-K.  Pricing  information  can be omitted if  securities
                               were not registered.
-------------- --------------- ----------------------------------------------------------   ---------------------------
               4               DEFAULTS UPON SENIOR SECURITIES
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               INFORMATION FROM ITEM 3 OF PART II OF FORM 10-Q:

                               Report  the  occurrence  of any Event of  Default  (after
                               expiration  of any  grace  period  and  provision  of any    Trustee   or    Securities
                               required notice)                                             Administrator
-------------- --------------- ----------------------------------------------------------   ---------------------------
               5               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               INFORMATION FROM ITEM 4 OF PART II OF FORM 10-Q              Trustee   or    Securities
                                                                                            Administrator
-------------- --------------- ----------------------------------------------------------   ---------------------------
               6               SIGNIFICANT OBLIGORS OF POOL ASSETS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION*    Master Servicer
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               *This  information need only be reported on the Form 10-D
                               for the distribution  period in which updated information
                               is required pursuant to the Item.
-------------- --------------- ----------------------------------------------------------   ---------------------------
               7               SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL
                               INFORMATION*

                               Determining applicable disclosure threshold                  Securities Administrator

                                                                                            Securities Administrator
                               Obtaining  required  financial  information  or effecting
                               incorporation by reference
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM   1115(B)  -   DERIVATIVE   COUNTERPARTY   FINANCIAL
                               INFORMATION*

                               Determining current maximum probable exposure                Depositor

                               Determining current significance percentage
                                                                                            Securities Administrator

                               Obtaining  required  financial  information  or effecting    Securities Administrator
                               incorporation by reference
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               *This  information need only be reported on the Form 10-D
                               for the distribution  period in which updated information
                               is required pursuant to the Items.
-------------- --------------- ----------------------------------------------------------   ---------------------------
               8               OTHER INFORMATION
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               DISCLOSE ANY INFORMATION  REQUIRED TO BE REPORTED ON FORM    The Responsible Party for
                               8-K DURING  THE  PERIOD  COVERED BY THE FORM 10-D BUT NOT    the applicable Form 8-K
                               REPORTED                                                     item as indicated below
-------------- --------------- ----------------------------------------------------------   ---------------------------
               9               EXHIBITS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Distribution report                                          Securities Administrator
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               EXHIBITS  REQUIRED BY ITEM 601 OF REGULATION S-K, SUCH AS    Depositor
                               MATERIAL AGREEMENTS
-------------- --------------- ----------------------------------------------------------   ---------------------------
8-K            Must be filed within four business days of an event reportable on Form 8-K.
-------------- --------------------------------------------------------------------------   ---------------------------
               1.01            ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Disclosure is required  regarding entry into or amendment    Master Servicer; or any
                               of any  definitive  agreement  that  is  material  to the    of the following that is
                               securitization, even if depositor is not a party.            a party to the agreement
                                                                                            if Master Servicer is
                               Examples: servicing agreement, custodial agreement.          not: Trustee, Sponsor,
                                                                                            Depositor, Certificate
                               Note:   disclosure   not   required   as  to   definitive    Administrator
                               agreements that are fully disclosed in the prospectus
-------------- --------------- ----------------------------------------------------------   ---------------------------
               1.02            TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Disclosure  is  required  regarding  termination  of  any    Master Servicer; or any
                               definitive    agreement   that   is   material   to   the    of the following that is
                               securitization  (other than expiration in accordance with    a party to the agreement
                               its terms), even if depositor is not a party.                if Master Servicer is
                                                                                            not: Trustee, Sponsor,
                               Examples: servicing agreement, custodial agreement.          Depositor, Certificate
                                                                                            Administrator
-------------- --------------- ----------------------------------------------------------   ---------------------------
               1.03            BANKRUPTCY OR RECEIVERSHIP
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Disclosure  is  required   regarding  the  bankruptcy  or    Master Servicer
                               receivership,  if  known  to the  Master  Servicer,  with
                               respect to any of the following:

                               Sponsor (Seller),  Depositor, Master Servicer, affiliated
                               Servicer,  other  Servicer  servicing 20% or more of pool
                               assets  at  time of  report,  other  material  servicers,
                               Certificate Administrator,  Trustee, significant obligor,
                               credit enhancer (10% or more), derivatives  counterparty,
                               Custodian
-------------- --------------- ----------------------------------------------------------   ---------------------------
               2.04            TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
                               FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
                               OFF-BALANCE SHEET ARRANGEMENT
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Includes an early  amortization,  performance  trigger or    Master Servicer
                               other  event,  including  event of  default,  that  would
                               materially  alter the  payment  priority/distribution  of
                               cash flows/amortization schedule.

                               Disclosure  will be made of events  other than  waterfall
                               triggers which are disclosed in the 6.07 statement
-------------- --------------- ----------------------------------------------------------   ---------------------------
               3.03            MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Disclosure is required of any material modification to       Securities Administrator
                               documents defining the rights of Certificateholders,
                               including the Pooling and Servicing Agreement
-------------- --------------- ----------------------------------------------------------   ---------------------------
               5.03            AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
                               CHANGE IN FISCAL YEAR
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Disclosure is required of any amendment "to the              Depositor
                               governing documents of the issuing entity"
-------------- --------------- ----------------------------------------------------------   ---------------------------
               5.06            CHANGE IN SHELL COMPANY STATUS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               [Not applicable to ABS issuers]                              Depositor
-------------- --------------- ----------------------------------------------------------   ---------------------------
               6.01            ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               [Not included in reports to be filed under Section 3.18]     Depositor
-------------- --------------- ----------------------------------------------------------   ---------------------------
               6.02            CHANGE OF SERVICER OR TRUSTEE
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Requires   disclosure   of  any   removal,   replacement,    Trustee or Master Servicer
                               substitution   or  addition   of  any  master   servicer,
                               affiliated  servicer,  other  servicer  servicing  10% or
                               more of pool  assets at time of  report,  other  material
                               servicers,  certificate  administrator or trustee. Reg AB
                               disclosure  about any new  servicer  or  trustee  is also
                               required.
-------------- --------------- ----------------------------------------------------------   ---------------------------
               6.03            CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Covers  termination  of any  enhancement  in manner other    Depositor or Securities
                               than by its terms,  the addition of an enhancement,  or a    Administrator
                               material change in the enhancement  provided.  Applies to
                               external  credit  enhancements  as well  as  derivatives.
                               Reg AB disclosure  about any new enhancement  provider is
                               also required.
-------------- --------------- ----------------------------------------------------------   ---------------------------
               6.04            FAILURE TO MAKE A REQUIRED DISTRIBUTION                      Trustee   or    Securities
                                                                                            Administrator
-------------- --------------- ----------------------------------------------------------   ---------------------------
               6.05            SECURITIES ACT UPDATING DISCLOSURE
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               If any  material  pool  characteristic  differs  by 5% or    Depositor
                               more at the time of issuance of the  securities  from the
                               description in the final prospectus,  provide updated Reg
                               AB disclosure about the actual asset pool.
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               If there are any new  servicers or  originators  required    Depositor
                               to be disclosed  under  Regulation  AB as a result of the
                               foregoing,  provide the  information  called for in Items
                               1108 and 1110 respectively.
-------------- --------------- ----------------------------------------------------------   ---------------------------
               7.01            REGULATION FD DISCLOSURE                                     Depositor
-------------- --------------- ----------------------------------------------------------   ---------------------------
               8.01            OTHER EVENTS
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Any  event,  with  respect  to which  information  is not    Depositor
                               otherwise  called  for in Form 8-K,  that the  registrant
                               deems of importance to security holders.
-------------- --------------- ----------------------------------------------------------   ---------------------------
               9.01            FINANCIAL STATEMENTS AND EXHIBITS                            The Responsible Party
                                                                                            applicable to reportable
                                                                                            event
-------------- --------------- ----------------------------------------------------------   ---------------------------
10-K           Must be filed within 90 days of the fiscal year end for the registrant.
-------------- ---------------------------------------------------------------------------  ---------------------------
               9B              OTHER INFORMATION
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Disclose any information  required to be reported on Form    The Responsible Party for
                               8-K during the  fourth  quarter  covered by the Form 10-K    the applicable Form 8-K
                               but not reported                                             item as indicated above
-------------- --------------- ----------------------------------------------------------   ---------------------------
               15              EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION     Master Servicer
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL
                               INFORMATION

                               Determining applicable disclosure threshold                  Securities Administrator
                                                                                            Securities Administrator
                               Obtaining  required  financial  information  or effecting
                               incorporation by reference
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM   1115(B)  -   DERIVATIVE   COUNTERPARTY   FINANCIAL
                               INFORMATION

                               Determining current maximum probable exposure                Depositor

                               Determining current significance percentage
                                                                                            Securities Administrator
                               Obtaining  required  financial  information  or effecting    Securities Administrator
                               incorporation by reference
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Item  1117  -  Legal  proceedings   pending  against  the
                               following entities,  or their respective  property,  that
                               is material to Certificateholders,  including proceedings
                               known to be contemplated by governmental authorities:

                               Sponsor (Seller)
                                                                                            Sponsor
                               Depositor
                                                                                            Depositor
                               Trustee
                                                                                            Trustee
                               Issuing entity
                                                                                            Depositor
                               Master  Servicer,  affiliated  Servicer,  other  Servicer
                               servicing  20% or more of pool  assets at time of report,    Master Servicer
                               other material servicers

                               Certificate Administrator
                                                                                            Certificate Administrator

                               Originator  of 20%  or  more  of  pool  assets  as of the    Master Servicer
                               Cut-off Date

                               Custodian                                                    Custodian
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Item 1119 - Affiliations  and  relationships  between the
                               following entities, or their respective affiliates,  that
                               are material to Certificateholders:

                               Sponsor (Seller)
                                                                                            Sponsor
                               Depositor
                                                                                            Depositor
                               Trustee
                                                                                            Trustee
                               Master  Servicer,  affiliated  Servicer,  other  Servicer
                               servicing  20% or more of pool  assets at time of report,    Master Servicer
                               other material servicers

                               Certificate Administrator
                                                                                            Certificate Administrator

                               Originator                                                   Master Servicer

                               Custodian                                                    Custodian

                               Credit Enhancer/Support Provider                             Securities Administrator

                                                                                            Master Servicer
                               Significant Obligor
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM  1122 -  ASSESSMENT  OF  COMPLIANCE  WITH  SERVICING    Each  Party  participating
                               CRITERIA                                                     in the servicing function
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               ITEM 1123 - SERVICER COMPLIANCE STATEMENT                    Master Servicer, Servicer
-------------- --------------- ----------------------------------------------------------   ---------------------------
</TABLE>

<PAGE>


                                   APPENDIX A

                                   DEFINITIONS

         Adjustable Rate Mortgage Loan: A Mortgage Loan with a Mortgage Rate
that is subject to periodic adjustment calculated on the basis of the Index,
plus an applicable Gross Margin. Each Adjustable Rate Mortgage Loan is secured
by a first lien on the related Mortgaged Property.

         Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date
set forth in the related Mortgage Note on which an adjustment to the interest
rate on such Mortgage Loan becomes effective.

         Administrative Fee: The amount of the fee payable to the Owner Trustee
together with the amount of the premium payable to the Note Insurer, which will
accrue at ______% per annum based on the Note Principal Balance of the Notes.

         Advance: As to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04 of the Servicing Agreement.

         Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such Person. For purposes of this
definition, "control" means the power to direct the management and policies of a
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise and "controlling" and "controlled" shall have meanings
correlative to the foregoing.

         Appraised Value: The appraised value of a Mortgaged Property based upon
the lesser of (i) the appraisal made at the time of the origination of the
related Mortgage Loan, or (ii) the sales price of such Mortgaged Property at
such time of origination. With respect to a Mortgage Loan the proceeds of which
were used to refinance an existing mortgage loan, the appraised value of the
Mortgaged Property based upon the appraisal (as reviewed and approved by the
Seller) obtained at the time of refinancing.

         Assignment of Mortgage: An assignment of Mortgage, notice of transfer
or equivalent instrument, in recordable form, which is sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.

         Authorized Newspaper: A newspaper of general circulation in the Borough
of Manhattan, The City of New York, printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays.

         Authorized Officer: With respect to the Issuing Entity, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuing Entity and who is identified on the list of Authorized
Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing
Date (as such list may be modified or supplemented from time to time
thereafter).

         Available Funds: As to any Payment Date, an amount equal to the amount
on deposit in the Payment Account on such Payment Date and available for
distribution to the Noteholders (minus, if the Notes have been declared due and
payable following an Event of Default on such Payment Date, any amounts owed to
the Indenture Trustee by the Issuing Entity pursuant to Section 6.07 of the
Indenture).

         Available Funds Cap Carry-forward Amount: With respect to the Notes and
any Payment Date, an amount equal to the sum of (x) the amount, if any, by which
(a) the lesser of (1) the amount payable if clause (i) of the definition of Note
Interest Rate is used to calculate interest and (2) the amount payable if the
Maximum Note Interest Rate is used to calculate interest exceeds (b) the amount
payable if clause (ii) of the definition of Note Interest Rate is used to
calculate interest and (y) the interest accrued during the prior Interest Period
on the amount of any Available Funds Cap Carry-Forward Amount immediately prior
to such Payment Date, calculated on the basis of a 360-day year and the actual
number of days elapsed and using the Note Interest Rate applicable to such
Payment Date minus (z) the aggregate of all amounts distributed to the
Noteholders on all prior Payment Dates pursuant to Section 3.05(iv) of the
Indenture.

         Available Funds Interest Rate: As to any Payment Date, a per annum rate
equal to the lesser of (x) the fraction, expressed as a percentage, the
numerator of which is (i) an amount equal to (A) 1/12 of the aggregate Principal
Balance of the then outstanding Mortgage Loans times the weighted average of the
Expense Adjusted Mortgage Rates on the then outstanding Mortgage Loans minus (B)
the Administrative Fee for such Payment Date, and the denominator of which is
(ii) an amount equal to (A) the then outstanding aggregate Note Principal
Balance of the Notes multiplied by (B) the actual number of days elapsed in the
related Interest Period divided by 360 and (y) the Maximum Note Interest Rate.

         Bankruptcy Code:  The Bankruptcy Code of 1978, as amended.

         Basic Documents: The Trust Agreement, the Certificate of Trust, the
Indenture, the Mortgage Loan Purchase Agreement, the Insurance Agreement, the
Servicing Agreement, and the other documents and certificates delivered in
connection with any of the above.

         Beneficial Owner: With respect to any Note, the Person who is the
beneficial owner of such Note as reflected on the books of the Depository or on
the books of a Person maintaining an account with such Depository (directly as a
Depository Participant or indirectly through a Depository Participant, in
accordance with the rules of such Depository).

         Book-Entry Notes: Beneficial interests in the Notes, ownership and
transfers of which shall be made through book entries by the Depository as
described in Section 4.06 of the Indenture.

         Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the City of New York or Delaware or in the
city in which the corporate trust offices of the Indenture Trustee or the Note
Insurer are located, are required or authorized by law to be closed.

         Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.

         Certificate Distribution Account: The account or accounts created and
maintained pursuant to Section 3.10(d) of the Trust Agreement. The Certificate
Distribution Account shall be an Eligible Account.

         Certificate Paying Agent: The meaning specified in Section 3.10 of the
Trust Agreement.

         Certificate Percentage Interest: With respect to each Certificate, the
Certificate Percentage Interest on the face thereof.

         Certificate Register: The register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the registration
of Certificates and of transfers and exchanges of Certificates.

         Certificate Registrar: Initially, the Indenture Trustee, in its
capacity as Certificate Registrar, or any successor to the Indenture Trustee in
such capacity.

         Certificate of Trust: The Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Statutory Trust Statute.

         Certificates: The MortgageIT Securities Corp., Mortgage-Backed
Certificates, Series 200_-_, evidencing the beneficial ownership interest in the
Issuing Entity and executed by the Owner Trustee in substantially the form set
forth in Exhibit A to the Trust Agreement.

         Certificateholder: The Person in whose name a Certificate is registered
in the Certificate Register. Owners of Certificates that have been pledged in
good faith may be regarded as Holders if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be,
the pledgee's right so to act with respect to such Certificates and that the
pledgee is not the Issuing Entity, any other obligor upon the Certificates or
any Affiliate of any of the foregoing Persons.

         Closing Date: ______ __, 200_.

         Code: The Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.

         Collateral: The meaning specified in the Granting Clause of the
Indenture.

         Collection Account: The account or accounts created and maintained
pursuant to Section 3.06(d) of the Servicing Agreement. The Collection Account
shall be an Eligible Account.

         Combined Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date, the percentage equivalent of a fraction, the numerator of which is the
Cut-Off Date Principal Balance of such Mortgage Loan and the denominator of
which is the outstanding principal balance as of the date of the origination of
such Mortgage Loan of any mortgage loan or mortgage loans that are secured by
liens on the Mortgaged Property that are senior or subordinate to the Mortgage
and the denominator of which is the Appraised Value of the related Mortgaged
Property.

         Compensating Interest: With respect to any Determination Date, an
amount equal to the lesser of (i) the aggregate amount of Prepayment Interest
Shortfall for the related Prepayment Period and (ii) the Servicing Fee for such
Determination Date.

         Converted Mortgage Loan: Any Convertible Mortgage Loan with respect to
which the interest rate borne by such Mortgage Loan has been converted from an
adjustable interest rate to a fixed interest rate.

         Convertible Mortgage Loan: Any Adjustable Rate Mortgage Loan which by
its terms grants to the related Mortgagor the option to convert the interest
rate borne by such Mortgage Loan from an adjustable interest rate to a fixed
interest rate.

         Converting Mortgage Loan: Any Convertible Mortgage Loan with respect to
which the related Mortgagor has given notice of his intent to convert from an
adjustable interest rate to a fixed interest rate and prior to the conversion of
such Mortgage Loan.

         Corporate Trust Office: With respect to the Indenture Trustee,
Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal
corporate trust office of the Indenture Trustee and Note Registrar at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at
____________, __________, ______, __________ _____, Attention: ________ ___
______, except that for purposes of Section 4.02 of the Indenture and Section
3.09 of the Trust Agreement, such term shall include the Indenture Trustee's
office or agency at _______________, ________, ________ _____, Attention:
___________ _________. With respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of the
execution of this Trust Agreement is located at ________________________, ______
____________, ________________________, __________, ________ _____, Attention:
______________________.

         Cut-Off Date:  With respect to the Mortgage Loans, ______ 1, 200_.
         ------------

         Cut-Off Date Principal Balance: With respect to any Mortgage Loan, the
unpaid principal balance thereof as of the opening of business on the last day
of the related Due Period immediately prior to the Cut-Off Date.

         Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.

         Default: Any occurrence which is or with notice or the lapse of time or
both would become an Event of Default.

         Deficiency Amount: The meaning provided in the Note Insurance Policy.

         Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.

         Definitive Notes: The meaning specified in Section 4.06 of the
Indenture.

         Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with
an Eligible Substitute Mortgage Loan.

         Depositor: MortgageIT Securities Corp., a Delaware corporation, or its
successor in interest.

         Depository or Depository Agency: The Depository Trust Company or a
successor appointed by the Indenture Trustee with the approval of the Depositor.
Any successor to the Depository shall be an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act and the
regulations of the Securities and Exchange Commission thereunder.

         Depository Participant: A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

         Determination Date: With respect to any Payment Date, the 15th of the
related month, or if the 15th day of such month is not a Business Day, the
immediately preceding Business Day.

         Due Date:  The first day of the month of the related Payment Date.

         Due Period: With respect to any Mortgage Loan and Due Date, the period
commencing on the second day of the month preceding the month of such Payment
Date (or, with respect to the first Due Period, the day following the Cut-Off
Date) and ending on the related Due Date.

         Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the short term deposits of which have
been rated by each Rating Agency in its highest rating available, or (ii) an
account or accounts in a depository institution in which such accounts are fully
insured to the limits established by the FDIC, provided that any deposits not so
insured shall, to the extent acceptable to the Note Insurer and each Rating
Agency, as evidenced in writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Indenture Trustee, the Note Insurer and each
Rating Agency) the Indenture Trustee have a claim with respect to the funds in
such account or a perfected first security interest against any collateral
(which shall be limited to Eligible Investments) securing such funds that is
superior to claims of any other depositors or creditors of the depository
institution with which such account is maintained, or (iii) in the case of the
Collection Account, either (A) a trust account or accounts maintained at the
Corporate Trust Department of the Indenture Trustee or (B) an account or
accounts maintained at the Corporate Trust Department of the Indenture Trustee,
as long as its short term debt obligations are rated P-1 by Moody's and A-1 by
Standard & Poor's or better and its long term debt obligations are rated A2 by
Moody's and A by Standard & Poor's or better, or (iv) in the case of the
Collection Account and the Payment Account, a trust account or accounts
maintained in the corporate trust division of the Indenture Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
as evidenced in writing by each Rating Agency that use of any such account as
the Collection Account or the Payment Account will not reduce the rating
assigned to any of the Securities by such Rating Agency below investment grade
without taking into account the Note Insurance Policy and acceptable to the Note
Insurer as evidenced in writing.

         Eligible Investments:  One or more of the following:

                           (i) direct obligations of, and obligations fully
                  guaranteed by, the United States of America, the Federal Home
                  Mortgage Corporation, the Federal National Mortgage
                  Association, the Federal Home Loan Banks or any agency or
                  instrumentality of the United States of America the
                  obligations of which are backed by the full faith and credit
                  of the United States of America;

                           (ii) (A) demand and time deposits in, certificates of
                  deposit of, banker's acceptances issued by or federal funds
                  sold by any depository institution or trust company (including
                  the Indenture Trustee or its agent acting in their respective
                  commercial capacities) incorporated under the laws of the
                  United States of America or any State thereof and subject to
                  supervision and examination by federal and/or state
                  authorities, so long as at the time of such investment or
                  contractual commitment providing for such investment, such
                  depository institution or trust company has a short term
                  unsecured debt rating in the highest available rating category
                  of each of the Rating Agencies and provided that each such
                  investment has an original maturity of no more than 365 days,
                  and (B) any other demand or time deposit or deposit which is
                  fully insured by the Federal Deposit Insurance Corporation;

                           (iii) repurchase obligations with a term not to
                  exceed 30 days with respect to any security described in
                  clause (i) above and entered into with a depository
                  institution or trust company (acting as a principal) rated "A"
                  or higher by S&P and A2 or higher by Moody's; provided,
                  however, that collateral transferred pursuant to such
                  repurchase obligation must (A) be valued weekly at current
                  market price plus accrued interest, (B) pursuant to such
                  valuation, equal, at all times, 105% of the cash transferred
                  by the Indenture Trustee in exchange for such collateral and
                  (C) be delivered to the Indenture Trustee or, if the Indenture
                  Trustee is supplying the collateral, an agent for the
                  Indenture Trustee, in such a manner as to accomplish
                  perfection of a security interest in the collateral by
                  possession of certificated securities.

                           (iv) securities bearing interest or sold at a
                  discount issued by any corporation incorporated under the laws
                  of the United States of America or any State thereof which has
                  a long term unsecured debt rating in the highest available
                  rating category of each of the Rating Agencies at the time of
                  such investment;

                           (v) commercial paper having an original maturity of
                  less than 365 days and issued by an institution having a short
                  term unsecured debt rating in the highest available rating
                  category of each of the Rating Agencies at the time of such
                  investment;

                           (vi) a guaranteed investment contract approved by
                  each of the Rating Agencies and the Note Insurer and issued by
                  an insurance company or other corporation having a long term
                  unsecured debt rating in the highest available rating category
                  of each of the Rating Agencies at the time of such investment;

                           (vii) money market funds having ratings in the
                  highest available long-term rating category of each of the
                  Rating Agencies at the time of such investment; any such money
                  market funds which provide for demand withdrawals being
                  conclusively deemed to satisfy any maturity requirement for
                  Eligible Investments set forth in the Indenture; and

                           (viii) any investment approved in writing by each of
                  the Rating Agencies and the Note Insurer.

         The Indenture Trustee may purchase from or sell to itself or an
affiliate, as principal or agent, the Eligible Investments listed above.

Provided, however, that each such instrument shall be acquired in an arm's
length transaction and no such instrument shall be an Eligible Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations; provided further, however, that each such instrument acquired shall
not be acquired at a price in excess of par.

         Eligible Substitute Mortgage Loan: A Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in an Officer's Certificate delivered to the Indenture Trustee, (i)
have an outstanding principal balance, after deduction of the principal portion
of the monthly payment due in the month of substitution (or in the case of a
substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such deduction), not in excess of
the outstanding principal balance of the Deleted Mortgage Loan (the amount of
any shortfall to be deposited by the Seller in the Collection Account in the
month of substitution); (ii) comply with each representation and warranty set
forth in clauses (ii) through (lxxvii) of Section 3.1(b) of the Mortgage Loan
Purchase Agreement other than clauses (ii), (iii), (v)-(xi), (xiii)-(xiv), (l),
(lxvi), (lxviii), (lxxi), (lxxiii); (iii) have a Mortgage Rate and Gross Margin
no lower than and not more than 1% per annum higher than the Mortgage Rate and
Gross Margin, respectively, of the Deleted Mortgage Loan as of the date of
substitution; (iv) have a Combined Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted Mortgage Loan at the time of
substitution; (v) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage Loan and (vi) not
be 30 days or more delinquent.

         ERISA: The Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: With respect to the Indenture, any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                           (i) a default in (a) the payment of the Interest
                  Payment Amount or the Principal Payment Amount with respect to
                  a Payment Date on such Payment Date or (b) the Subordination
                  Increase Amount or the Available Funds Cap Carry-Forward
                  Amount, but only, with respect to clause (b), to the extent
                  funds are available to make such payment as provided in the
                  Indenture; or

                           (ii) the failure by the Issuing Entity on the Final
                  Scheduled Payment Date to reduce the Note Principal Balance to
                  zero; or

                           (iii) there occurs a default in the observance or
                  performance of any covenant or agreement of the Issuing Entity
                  made in the Indenture, or any representation or warranty of
                  the Issuing Entity made in the Indenture or in any certificate
                  or other writing delivered pursuant hereto or in connection
                  herewith proving to have been incorrect in any material
                  respect as of the time when the same shall have been made, and
                  such default shall continue or not be cured, or the
                  circumstance or condition in respect of which such
                  representation or warranty was incorrect shall not have been
                  eliminated or otherwise cured, for a period of 30 days after
                  there shall have been given, by registered or certified mail,
                  to the Issuing Entity by the Indenture Trustee or to the
                  Issuing Entity and the Indenture Trustee by the Note Insurer,
                  or if a Note Insurer Default exists the Holders of at least
                  25% of the Outstanding Amount of the Notes, a written notice
                  specifying such default or incorrect representation or
                  warranty and requiring it to be remedied and stating that such
                  notice is a notice of default hereunder; or

                           (iv) there occurs the filing of a decree or order for
                  relief by a court having jurisdiction in the premises in
                  respect of the Issuing Entity or any substantial part of the
                  Trust Estate in an involuntary case under any applicable
                  federal or state bankruptcy, insolvency or other similar law
                  now or hereafter in effect, or appointing a receiver,
                  liquidator, assignee, custodian, trustee, sequestrator or
                  similar official of the Issuing Entity or for any substantial
                  part of the Trust Estate, or ordering the winding-up or
                  liquidation of the Issuing Entity's affairs, and such decree
                  or order shall remain unstayed and in effect for a period of
                  60 consecutive days; or

                           (v) there occurs the commencement by the Issuing
                  Entity of a voluntary case under any applicable federal or
                  state bankruptcy, insolvency or other similar law now or
                  hereafter in effect, or the consent by the Issuing Entity to
                  the entry of an order for relief in an involuntary case under
                  any such law, or the consent by the Issuing Entity to the
                  appointment or taking possession by a receiver, liquidator,
                  assignee, custodian, trustee, sequestrator or similar official
                  of the Issuing Entity or for any substantial part of the
                  assets of the Trust Estate, or the making by the Issuing
                  Entity of any general assignment for the benefit of creditors,
                  or the failure by the Issuing Entity generally to pay its
                  debts as such debts become due, or the taking of any action by
                  the Issuing Entity in furtherance of any of the foregoing.

         Event of Servicer Termination: With respect to the Servicing Agreement,
a Servicing Default as defined in Section 6.01 of the Servicing Agreement.

         Excess Subordination Amount: With respect to any Payment Date, the
excess, if any, of (a) the Subordination Amount that would apply on such Payment
Date after taking into account all distributions to be made on such Payment Date
(exclusive of any reductions thereto attributable to Subordination Reduction
Amounts on such Payment Date) over (b) the Required Subordination Amount for
such Payment Date.

         Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

         Expense Adjusted Mortgage Rate: For any Mortgage Loan, the rate equal
to the then applicable Mortgage Rate thereon minus the sum of (i) the Minimum
Spread and (ii) the Servicing Fee Rate and (iii) the Indenture Trustee Fee Rate.

         Expenses: The meaning specified in Section 7.02 of the Trust Agreement.

         FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.

         FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.

         Final Scheduled Payment Date: The Payment Date occurring in _________
20__.

         Fixed Rate Mortgage Loan: Any Mortgage Loan with a fixed rate of
interest.

         FNMA: The Federal National Mortgage Association, or any successor
thereto.

         Foreclosure Profit: With respect to a Liquidated Mortgage Loan, the
amount, if any, by which (i) the aggregate of its Net Liquidation Proceeds
exceeds (ii) the related Principal Balance (plus accrued and unpaid interest
thereon at the applicable Mortgage Rate from the date interest was last paid
through the date of receipt of the final Liquidation Proceeds) of such
Liquidated Mortgage Loan immediately prior to the final recovery of its
Liquidation Proceeds.

         Grant: Pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
Indenture. A Grant of the Collateral or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of such collateral or other agreement or instrument and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring proceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

         Gross Margin: With respect to any Adjustable Rate Mortgage Loan, the
percentage set forth as the "Gross Margin" for such Mortgage Loan on the
Mortgage Loan Schedule, as adjusted from time to time in accordance with the
terms of the Servicing Agreement.

         Indemnified Party: The meaning specified in Section 7.02 of the Trust
Agreement.

         Indenture: The indenture dated as of ______ __, 200_, between the
Issuing Entity, as debtor, and the Indenture Trustee, as Indenture Trustee.

         Indenture Trustee: _________________________________________, a
national banking association, and its successors and assigns or any successor
indenture trustee appointed pursuant to the terms of the Indenture.

         Indenture Trustee Fee: With respect to each Mortgage Loan and any
Payment Date the product of (i) the Indenture Trustee Fee Rate divided by 12 and
(ii) the Principal Balance of such Mortgage Loans as of such date.

         Indenture Trustee Fee Rate:  _____% per annum.

         Independent: When used with respect to any specified Person, the Person
(i) is in fact independent of the Issuing Entity, any other obligor on the
Notes, the Seller, the Issuing Entity, the Depositor and any Affiliate of any of
the foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuing Entity, any such other
obligor, the Seller, the Issuing Entity, the Depositor or any Affiliate of any
of the foregoing Persons and (iii) is not connected with the Issuing Entity, any
such other obligor, the Seller, the Issuing Entity, the Depositor or any
Affiliate of any of the foregoing Persons as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

         Independent Certificate: A certificate or opinion to be delivered to
the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
made by an Independent appraiser or other expert appointed by an Issuing Entity
Order and approved by the Indenture Trustee in the exercise of reasonable care,
and such opinion or certificate shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.

         Index: With respect to any Adjustable Rate Mortgage Loan, index for the
adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

         Initial Note Principal Balance: With respect to the Notes,
$______________.

         Initial Subservicer:  _____________, a __________ corporation.

         Insolvency Event: With respect to a specified Person, (a) the filing of
a decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by such Person to the entry of an
order for relief in an involuntary case under any such law, or the consent by
such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due or the admission
by such Person in writing (as to which the Indenture Trustee shall have notice)
of its inability to pay its debts generally, or the adoption by the Board of
Directors or managing member of such Person of a resolution which authorizes
action by such Person in furtherance of any of the foregoing.

         Insurance Agreement: The insurance and reimbursement agreement dated as
of _____ __, 200_, among the Master Servicer, the Seller, the Depositor, the
Issuing Entity, Indenture Trustee and the Note Insurer, including any amendments
and supplements thereto.

         Insurance Proceeds: Proceeds paid by any insurer (other than the Note
Insurer) pursuant to any insurance policy covering a Mortgage Loan which are
required to be remitted to the Master Servicer, or amounts required to be paid
by the Master Servicer pursuant to the Servicing Agreement, net of any component
thereof (i) covering any expenses incurred by or on behalf of the Master
Servicer in connection with obtaining such proceeds, (ii) that is applied to the
restoration or repair of the related Mortgaged Property, (iii) released to the
Mortgagor in accordance with the Master Servicer's normal servicing procedures
or (iv) required to be paid to any holder of a mortgage senior to such Mortgage
Loan.

         Insured Payment: Shall have the meaning set forth in the Note Insurance
Policy.

         Interest Determination Date: With respect to any Interest Period, the
second London Business Day preceding the commencement of such Interest Period.

         Interest Payment Amount: With respect to any Payment Date, an amount
equal to interest accrued during the related Interest Period on the Note
Principal Balance thereof at the then-applicable Note Interest Rate, minus any
Prepayment Interest Shortfalls and Relief Act Shortfalls to the extent not
covered by the Master Servicer by Compensating Interest for such Payment Date.

         Interest Period: With respect to any Payment Date other than the first
Payment Date, the period beginning on the preceding Payment Date and ending on
the day preceding such Payment Date, and in the case of the first Payment Date,
the period beginning on the Closing Date and ending on the day preceding the
first Payment Date.

         Interest Rate Adjustment Date: With respect to each Mortgage Loan, the
date or dates on which the Mortgage Rate is adjusted in accordance with the
related Mortgage Note.

         Issuing Entity: The MortgageIT Trust 200_ - __, a Delaware statutory
trust, or its successor in interest.

         Issuing Entity Request: A written order or request signed in the name
of the Issuing Entity by any one of its Authorized Officers and approved in
writing by the Note Insurer, so long as no Note Insurer Default exists and
delivered to the Indenture Trustee.

         LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York or Delaware,
or in the city of London, England are required or authorized by law to be
closed.

         Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation,
assignment, participation, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority right or interest or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing; provided,
however, that any assignment pursuant to Section 6.02 of the Servicing Agreement
shall not be deemed to constitute a Lien.

         Lifetime Rate Cap: With respect to each Mortgage Loan with respect to
which the related Mortgage Note provides for a lifetime rate cap, the maximum
Mortgage Rate permitted over the life of such Mortgage Loan under the terms of
such Mortgage Note, as set forth on the Mortgage Loan Schedule and initially as
set forth on Exhibit A to the Servicing Agreement.

         Liquidated Mortgage Loan: With respect to any Payment Date, any
Mortgage Loan in respect of which the Master Servicer has determined, in
accordance with the servicing procedures specified in the Servicing Agreement,
as of the end of the related Prepayment Period that substantially all
Liquidation Proceeds which it reasonably expects to recover with respect to the
disposition of the related REO Property have been recovered.

         Liquidation Expenses: Out-of-pocket expenses (exclusive of overhead)
which are incurred by or on behalf of the Master Servicer in connection with the
liquidation of any Mortgage Loan and not recovered under any insurance policy,
such expenses including, without limitation, legal fees and expenses, any
unreimbursed amount expended (including, without limitation, amounts advanced to
correct defaults on any mortgage loan which is senior to such Mortgage Loan and
amounts advanced to keep current or pay off a mortgage loan that is senior to
such Mortgage Loan) respecting the related Mortgage Loan and any related and
unreimbursed expenditures for real estate property taxes or for property
restoration, preservation or insurance against casualty loss or damage.

         Liquidation Proceeds: Proceeds (including Insurance Proceeds but not
including amounts drawn under the Note Insurance Policy) received in connection
with the liquidation of any Mortgage Loan or related REO Property, whether
through trustee's sale, foreclosure sale or otherwise.

         Loan Year: With respect to any Mortgage Loan, the one year period
commencing on the day succeeding the origination of such Mortgage Loan and
ending on the anniversary date of such Mortgage Loan, and each annual period
thereafter.

         London Business Day: Any day on which banks in the City of London,
England are open and conducting transactions in United States dollars.

         Lost Note Affidavit: With respect to any Mortgage Loan as to which the
original Mortgage Note has been permanently lost or destroyed and has not been
replaced, an affidavit from the Seller certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note).

         Master Servicer: _______________________, a __________ corporation, and
its successors and assigns.

         Master Servicing Fee: With respect to each Mortgage Loan and any
Payment Date the product of (i) the Master Servicing Fee Rate divided by 12 and
(ii) the Principal Balance of such Mortgage Loans as of such date.

         Master Servicing Fee Rate: With respect to each Mortgage Loan, ____%
per annum.

         Maximum Note Interest Rate: With respect to any Payment Date, the per
annum rate equal to the fraction, expressed as a percentage, the numerator of
which is (i) an amount equal to (A) 1/12 of the aggregate Principal Balance of
the then outstanding Mortgage Loans times the weighted average of the Expense
Adjusted Maximum Mortgage Rates on the then outstanding Mortgage Loans minus (B)
the Administrative Fee for such Payment Date, and the denominator of which is
(ii) an amount equal to (A) the aggregate Note Principal Balance of the Notes
multiplied by (B) the actual number of days elapsed in the related Interest
Period divided by 360.

         Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, the maximum Mortgage Rate.

         Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, the minimum Mortgage Rate.

         Minimum Spread:  ____% per annum.

         Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for partial Prepayments and for Deficient Valuations
occurring prior to such Due Date but before any adjustment to such amortization
schedule by reason of any bankruptcy, other than a Deficient Valuation, or
similar proceeding or any moratorium or similar waiver or grace period).

         Moody's:  Moody's Investors Service, Inc. or its successor in interest.

         Mortgage: The mortgage, deed of trust or other instrument creating a
first or second lien on an estate in fee simple interest in real property
securing a Mortgage Loan.

         Mortgage File: The file containing the Related Documents pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to the Mortgage Loan Purchase Agreement or the
Servicing Agreement.

         Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated as of the Cut-Off Date, between the Seller, as seller, and the Purchaser,
as purchaser, with respect to the Mortgage Loans, dated as of ______ __, 200_.

         Mortgage Loan Schedule: With respect to any date, the schedule of
Mortgage Loans held by the Issuing Entity on such date. The initial schedule of
Mortgage Loans as of the Cut-Off Date is the schedule set forth in Exhibit A of
the Servicing Agreement, which schedule sets forth as to each Mortgage Loan

                           (i) the loan number and name of the Mortgagor;

                           (ii) the street address, city, state and zip code of
                  the Mortgaged Property;

                           (iii) the Mortgage Rate;

                           (iv) the Maximum Rate;

                           (v) the maturity date;

                           (vi) the original principal balance;

                           (vii) the first payment date;

                           (viii) the type of Mortgaged Property;

                           (ix) the Monthly Payment in effect as of the Cut-Off
                  Date;

                           (x) the Cut-off Date Principal Balance;

                           (xi) the occupancy status;

                           (xii) the purpose of the Mortgage Loan;

                           (xiii) the Appraised Value of the Mortgaged Property;

                           (xiv) the original term to maturity;

                           (xv) the paid-through date of the Mortgage Loan;

                           (xvi) the Loan-to-Value Ratio; and

                           (xvii) whether or not the Mortgage Loan was
                  underwritten pursuant to a limited documentation program.

         The Mortgage Loan Schedule shall also set forth the total of the
amounts described under (ix) above for all of the Mortgage Loans.

         Mortgage Loans: At any time, collectively, all Mortgage Loans that have
been sold to the Depositor under the Mortgage Loan Purchase Agreement or
substituted for pursuant to Section 2.1 and 3.1 of the Mortgage Loan Purchase
Agreement and transferred and conveyed to the Issuing Entity, in each case
together with the Related Documents, and that remain subject to the terms
thereof.

         Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.

         Mortgage Rate: With respect to any Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan.

         Mortgaged Property: The underlying property, including real property
and improvements thereon, securing a Mortgage Loan.

         Mortgagor: The obligor or obligors under a Mortgage Note.

         Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.

         Net Monthly Excess Cashflow: For any Payment Date, the amount of
Available Funds and any Insured Payment remaining after distributions pursuant
to clauses (i) through (iii) of Section 3.05 of the Indenture (minus any Insured
Payment and any Subordination Reduction Amount).

         Net Mortgage Rate: With respect to any Mortgage Loan and any day, the
related Mortgage Rate less the sum of the related Servicing Fee Rate, the
Administrative Fee Rate and the Indenture Trustee Fee Rate.

         Nonrecoverable Advance: Any advance (i) which was previously made or is
proposed to be made by the Master Servicer; and (ii) which, in the good faith
judgment of the Master Servicer, will not or, in the case of a proposed advance,
would not, be ultimately recoverable by the Master Servicer from Liquidation
Proceeds, Insurance Proceeds or future payments on any Mortgage Loan.

         Note Insurance Policy: The bond guaranty insurance policy number
__________, issued by the Note Insurer to the Indenture Trustee for the benefit
of the Noteholders.

         Note Insurer: _____________________, a _________________, and any
successor thereto or any replacement bond insurer substituted pursuant to
Section 3.29 of the Indenture.

         Note Insurer Default: The existence and continuance of any of the
following: (a) a failure by the Note Insurer to make a payment required under
the Note Insurance Policy in accordance with its terms; or (b)(i) the Note
Insurer (A) files any petition or commences any case or proceeding under any
provision or chapter of the Bankruptcy Code or any other similar federal or
state law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (B) makes a general assignment for the benefit of its creditors,
or (C) has an order for relief entered against it under the Bankruptcy Code or
any other similar federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization which is final and nonappealable;
or (ii) a court of competent jurisdiction, the New York Department of Insurance
or other competent regulatory authority enters a final and nonappealable order,
judgment or decree (A) appointing a custodian, trustee, agent or receiver for
the Note Insurer or for all or any material portion of its property or (B)
authorizing the taking of possession by a custodian, trustee, agent or receiver
of the Note Insurer (or the taking of possession of all or any material portion
of the property of the Note Insurer).

         Note Interest Rate: With respect to each Payment Date after the first
Payment Date, a floating rate equal to the lesser of (i) with respect to each
Payment Date up to and including the Payment Date in _________ 200_, One-Month
LIBOR plus ____%, and with respect to each Payment Date thereafter, One-Month
LIBOR plus ____% and (ii) the Available Funds Interest Rate with respect to such
Payment Date. The Note Interest Rate for the first Payment Date will equal ____%
per annum.

         Note Owner:  The Beneficial Owner of a Note.

         Note Percentage: With respect to any Payment Date and any Note, the
ratio expressed as a percentage of the Note Principal Balance of such Note to
the aggregate Note Principal Balance of all Notes immediately prior to such
Payment Date.

         Note Principal Balance: With respect to any Note, the initial Note
Principal Balance thereof minus all amounts distributed in respect of principal
with respect to such Note.

         Note Register: The register maintained by the Note Registrar in which
the Note Registrar shall provide for the registration of Notes and of transfers
and exchanges of Notes.

         Note Registrar: The Indenture Trustee, in its capacity as Note
Registrar.

         Noteholder: The Person in whose name a Note is registered in the Note
Register, except that, any Note registered in the name of the Depositor, the
Issuing Entity or the Indenture Trustee or any Affiliate of any of them shall be
deemed not to be outstanding and the registered holder will not be considered a
Noteholder or holder for purposes of giving any request, demand, authorization,
direction, notice, consent or waiver under the Indenture or the Trust Agreement
provided that, in determining whether the Indenture Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that the Indenture Trustee or the Owner Trustee
knows to be so owned shall be so disregarded. Owners of Notes that have been
pledged in good faith may be regarded as Holders if the pledgee establishes to
the satisfaction of the Indenture Trustee or the Owner Trustee the pledgee's
right so to act with respect to such Notes and that the pledgee is not the
Issuing Entity, any other obligor upon the Notes or any Affiliate of any of the
foregoing Persons. Any bonds on which payments are made under the Note Insurance
Policy shall be deemed Outstanding until the Note Insurer has been reimbursed
with respect thereto and the Note Insurer shall be deemed the Noteholder thereof
to the extent of such unreimbursed payment.

         Notes:  The Notes designated as the "Notes" in the Indenture.

         Officer's Certificate: With respect to the Master Servicer, a
certificate signed by the President, Managing Director, a Director, a Vice
President or an Assistant Vice President, of the Master Servicer and delivered
to the Indenture Trustee. With respect to the Issuing Entity, a certificate
signed by any Authorized Officer of the Issuing Entity, under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless
otherwise specified, any reference in the Indenture to an Officer's Certificate
shall be to an Officer's Certificate of any Authorized Officer of the Issuing
Entity.

         One-Month LIBOR: With respect to any Interest Period, the rate
determined by the Indenture Trustee on the related Interest Determination Date
on the basis of the offered rates of the Reference Banks for one-month United
States dollar deposits, as such rates appear on the Reuters Screen LIBOR Page,
as of 11:00 a.m. (London time) on such Interest Determination Date. On each
Interest Determination Date, One-Month LIBOR for the related Interest Period
will be established by the Indenture Trustee as follows:

                           (i) If on such Interest Determination Date two or
                  more Reference Banks provide such offered quotations,
                  One-Month LIBOR for the related Interest Period shall be the
                  arithmetic mean of such offered quotations (rounded upwards if
                  necessary to the nearest whole multiple of 1/16%).

                           (ii) If on such Interest Determination Date fewer
                  than two Reference Banks provide such offered quotations,
                  One-Month LIBOR for the related Interest Period shall be the
                  higher of (i) One-Month LIBOR as determined on the previous
                  Interest Determination Date and (ii) the Reserve Interest
                  Rate.

         Opinion of Counsel: A written opinion of counsel acceptable to Note
Insurer who may be in-house counsel for the Master Servicer if acceptable to the
Indenture Trustee, the Note Insurer and the Rating Agencies or counsel for the
Depositor, as the case may be.

         Original Specified Subordination Amount: An amount equal to ____% of
the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.

         Original Value: Except in the case of a refinance Mortgage Loan, the
lesser of the Appraised Value or sales price of Mortgaged Property at the time a
Mortgage Loan is closed, and for a refinance Mortgage Loan, the Original Value
is the value of such property set forth in an appraisal acceptable to the Master
Servicer.

         Outstanding: With respect to the Notes, as of the date of
determination, all Notes theretofore executed, authenticated and delivered under
this Indenture except:

                           (i) Notes theretofore cancelled by the Note Registrar
                  or delivered to the Indenture Trustee for cancellation; and

                           (ii) Notes in exchange for or in lieu of which other
                  Notes have been executed, authenticated and delivered pursuant
                  to the Indenture unless proof satisfactory to the Indenture
                  Trustee is presented that any such Notes are held by a holder
                  in due course;

                           (iii) Notes that have been paid with funds provided
                  under the Note Insurance Policy shall be deemed to be
                  Outstanding until the Note Insurer has been reimbursed with
                  respect thereto.

         Owner Trust: The MortgageIT Trust 200_ - __ to be created pursuant to
the Trust Agreement.

         Owner Trust Estate: The corpus of the Issuing Entity created by the
Trust Agreement which consists of items in Section 2.01 of the Trust Agreement.

         Owner Trustee: ________________________ and its successors and assigns
or any successor owner trustee appointed pursuant to the terms of the Trust
Agreement.

         Owner Trustee Fee:

         Owner Trustee Fee Rate:  ______% per annum.

         Paying Agent: Any paying agent or co-paying agent appointed pursuant to
Section 3.03 of the Indenture, which initially shall be the Indenture Trustee.

         Payment Account: The account established by the Indenture Trustee
pursuant to Section 8.02 of the Indenture and Section 4.03 of the Servicing
Agreement. The Payment Account shall be an Eligible Account.

         Payment Date: The 25th day of each month, or if such day is not a
Business Day, then the next Business Day.

         Percentage Interest: With respect to any Note, the percentage obtained
by dividing the Note Principal Balance of such Note by the aggregate of the Note
Principal Balances of all Notes. With respect to any Certificate, the percentage
on the face thereof.

         Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         Pool Balance: With respect to any date, the aggregate of the Principal
Balances of all Mortgage Loans as of such date.

         Preference Amount: Any amount previously distributed to an Owner on the
Notes that is recoverable and sought to be recovered as a voidable preference by
a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11
U.S.C.), as amended from time to time, in accordance with a final nonappealable
order of a court having competent jurisdiction.

         Premium Amount: The amount of premium due to the Note Insurer in
accordance with the terms of the Insurance Agreement.

         Prepayment Interest Shortfall: As to any Payment Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in full during the related Prepayment
Period, an amount equal to the excess of interest accrued during the related
Prepayment Period at the Net Mortgage Rate on the Principal Balance of such
Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate)
paid by the Mortgagor for such Prepayment Period to the date of such Principal
Prepayment in full or (b) a partial Prepayment during the prior calendar month,
an amount equal to interest accrued during the related Prepayment Period at the
Net Mortgage Rate on the amount of such partial Prepayment.

         Prepayment Period: As to any Payment Date, the calendar month preceding
the month of distribution.

         Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance issued by a Qualified Insurer or any replacement policy therefor.

         Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Payment Date which were received or with
respect to which an Advance was made, and (b) all Principal Prepayments with
respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with the Servicing Agreement
with respect to such Mortgage Loan or REO Property, and (c) any Realized Loss
with respect thereto for any previous Payment Date.

         Principal Payment Amount: With respect to any Payment Date (a) other
than the Final Scheduled Payment Date, and the first Payment Date following any
acceleration of the Notes following an Event of Default, the lesser of (a) the
sum of the Available Funds remaining after distributions pursuant to clause (i)
of Section 3.05 of the Indenture and any portion of any Insured Payment for such
Payment Date representing a Subordination Deficit and (b) the sum of:

         (1) the principal portion of all Monthly Payments received during the
related Due Period or advanced on each Mortgage Loan;

         (2) the Principal Balance of any Mortgage Loan repurchased during the
related Prepayment Period (or deemed to have been so repurchased) pursuant to
the Mortgage Loan Purchase Agreement or Section 3.18 of the Servicing Agreement
and the amount of any Substitution Adjustment Amounts during the related
Prepayment Period;

         (3) the principal portion of all other unscheduled collections
(including, without limitation, Principal Prepayments in full, partial
Prepayments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received
during the related Prepayment Period to the extent applied by the Master
Servicer as payments or recoveries of principal of the related Mortgage Loan;

         (4) any Insured Payment made with respect to any Subordination Deficit;
and

         minus

         (5) the amount of any Subordination Reduction Amount for such Payment
Date;

         and (b) with respect to the Final Scheduled Payment Date, and the first
Payment Date following any acceleration of the Notes following an Event of
Default, the amount necessary to reduce the Note Principal Balance to zero.

         Principal Prepayment: Any payment of principal made by the Mortgagor on
a Mortgage Loan which is received in advance of its scheduled Due Date and which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.

         Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.

         Purchase Price: The meaning specified in Section 2.2(a) of the Mortgage
Loan Purchase Agreement.

         Purchaser: _________________________, a ____________ corporation, and
its successors and assigns.

         Qualified Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as an insurer
by the Master Servicer and as a FNMA-approved mortgage insurer.

         Rating Agency: Any nationally recognized statistical rating
organization, or its successor, that rated the Notes at the request of the
Depositor at the time of the initial issuance of the Notes. Initially, Moody's
or Standard & Poor's. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, designated by the Note Insurer
so long as no Note Insurer Default exists, notice of which designation shall be
given to the Indenture Trustee. References herein to the highest short term
unsecured rating category of a Rating Agency shall mean A-1 or better in the
case of Standard & Poor's and P-1 or better in the case of Moody's and in the
case of any other Rating Agency shall mean such equivalent ratings. References
herein to the highest long-term rating category of a Rating Agency shall mean
"AAA" in the case of Standard & Poor's and "Aaa" in the case of Moody's and in
the case of any other Rating Agency, such equivalent rating.

         Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Principal Balance of the Mortgage Loan (or REO
Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Noteholders up to the
last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.

         Record Date: With respect to the Notes and any Payment Date, the last
day of the calendar month preceding such Payment Date.

         Reference Banks: Bankers Trust Company, Barclay's Bank PLC, The Bank of
Tokyo and National Westminster Bank PLC and their successors in interest;
provided that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Indenture Trustee which
are engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London, (ii)
not controlling, under the control of or under common control with the Company
or any Affiliate thereof, (iii) whose quotations appear on the Reuters Screen
LIBO Page on the relevant Interest Determination Date and (iv) which have been
designated as such by the Indenture Trustee.

         Registered Holder: The Person in whose name a Note is registered in the
Note Register on the applicable Record Date.

         Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.

         Related Documents: With respect to each Mortgage Loan, the documents
specified in Section 2.1(b) of the Mortgage Loan Purchase Agreement and any
documents required to be added to such documents pursuant to the Mortgage Loan
Purchase Agreement, the Trust Agreement, Indenture or the Servicing Agreement.

         Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.

         Relief Act Shortfall: For any Payment Date, As to any Payment Date and
any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) any
shortfalls relating to the Relief Act or similar legislation or regulations.

         REO Acquisition: The acquisition by the Master Servicer on behalf of
the Indenture Trustee for the benefit of the Noteholders of any REO Property
pursuant to Section 3.13 of the Servicing Agreement.

         REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received substantially all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.

         REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.

         REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Collection Account only upon the related REO Disposition.

         REO Property: A Mortgaged Property that is acquired by the Issuing
Entity in foreclosure or by deed in lieu of foreclosure.

         Repurchase Event: With respect to any Mortgage Loan, either (i) a
discovery that, as of the Closing Date the related Mortgage was not a valid lien
on the related Mortgaged Property subject only to (A) the lien of any prior
mortgage indicated on the Mortgage Loan Schedule, (B) the lien of real property
taxes and assessments not yet due and payable, (C) covenants, conditions, and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such Mortgage and such other permissible title
exceptions as are permitted and (D) other matters to which like properties are
commonly subject which do not materially adversely affect the value, use,
enjoyment or marketability of the related Mortgaged Property or (ii) with
respect to any Mortgage Loan as to which the Seller delivers an affidavit
certifying that the original Mortgage Note has been lost or destroyed, a
subsequent default on such Mortgage Loan if the enforcement thereof or of the
related Mortgage is materially and adversely affected by the absence of such
original Mortgage Note.

         Repurchase Price: With respect to any Mortgage Loan required to be
repurchased on any date pursuant to the Mortgage Loan Purchase Agreement or
purchased by the Master Servicer pursuant to the Servicing Agreement, an amount
equal to the sum, without duplication, of (i) 100% of the Principal Balance
thereof (without reduction for any amounts charged off) and (ii) unpaid accrued
interest at the Mortgage Rate on the outstanding principal balance thereof from
the Due Date to which interest was last paid by the Mortgagor to the first day
of the month following the month of purchase plus (iii) the amount of Advances
and any unreimbursed Servicing Advances or unreimbursed Advances made with
respect to such Mortgage Loan plus (iv) any other amounts owed to the Master
Servicer or the Subservicer pursuant to Section 3.07 of the Servicing Agreement
not included in clause (iii) of this definition.

         Required Subordination Amount: With respect to any Payment Date
occurring from the initial Payment Date and ending on the later of (i) the date
on which the aggregate Principal Balance of the Mortgage Loans is 50% of the
initial aggregate Principal Balance of the Mortgage Loans and (ii) the 30th
Payment Date, the greater of:

         (a)      the Original Specified Subordination Amount; and

         (b) two times the excess of (1) 50% of the aggregate Principal Balance
of the Mortgage Loans which are 91 or more days delinquent (including Mortgage
Loans in foreclosure and REO Properties) as of such date over (2) two times the
current Net Monthly Excess Cash Flow for such Payment Date; and

         with respect to any Payment Date thereafter, the greatest of:

         (a) the lesser of (1) the Original Specified Subordination Amount and
(2) two times ____% times the aggregate Note Principal Balance as of such
Payment Date;

         (b) two times the excess of (A) 50% of the aggregate Principal Balance
of the Mortgage Loans which are 91 or more days delinquent (including Mortgage
Loans in foreclosure and REO Properties) as of such date over (B) two times the
current Net Monthly Excess Cash Flow for such Payment Date;

         (c) 0.5% of the Cut-Off Date Principal Balance of the Mortgage Loans;
and

         (d) an amount equal to the outstanding balance of the four largest
Mortgage Loans as of the Cut-Off Date;

provided, however, that if (x) a Servicer Default has occurred and is continuing
as of such Payment Date, and such Servicer Default has not been waived by the
Note Insurer or (y) a claim has been made on the Note Insurance Policy by the
Indenture Trustee, the Required Subordination Amount shall not decrease on any
Payment Date.

         Reserve Interest Rate: With respect to any Interest Determination Date,
the rate per annum that the Indenture Trustee determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of
1/16%) of the three-month United States dollar lending rates which New York City
banks selected by the Indenture Trustee are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Indenture Trustee can
determine no such arithmetic mean, the lowest three-month United States dollar
lending rate which New York City banks selected by the Indenture Trustee are
quoting on such Interest Determination Date to leading European banks.

         Responsible Officer: With respect to the Indenture Trustee, any officer
of the Indenture Trustee with direct responsibility for the administration of
the Trust Agreement and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

         Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

         Security:  Any of the Certificates or Notes.

         Securityholder or Holder:  Any Noteholder or a Certificateholder.

         Security Instrument: A written instrument creating a valid first lien
on a Mortgaged Property securing a Mortgage Note, which may be any applicable
form of mortgage, deed of trust, deed to secure debt or security deed, including
any riders or addenda thereto.

         Seller: _______________________, a __________ corporation, and its
successors and assigns.

         Servicing Account: The separate trust account created and maintained by
the Master Servicer or each Subservicer with respect to the Mortgage Loans or
REO Property, which shall be an Eligible Account, for collection of taxes,
assessments, insurance premiums and comparable items as described in Section
3.08 of the Servicing Agreement.

         Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event in the performance by the Master Servicer of its
servicing obligations, including, without duplication, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
(iii) the management and liquidation of any REO Property and (iv) compliance
with the obligations under Sections 3.10, 3.11, 3.13 of the Servicing Agreement.

         Servicing Agreement: The Servicing Agreement dated as of ______ __,
200_, between the Master Servicer and the Issuing Entity.

         Servicing Certificate: A certificate completed and executed by a
Servicing Officer on behalf of the Master Servicer in accordance with Section
4.01 of the Servicing Agreement.

         Servicing Default: The meaning assigned in Section 6.01 of the
Servicing Agreement.

         Servicing Fee: With respect to any Mortgage Loan, the sum of the
related Master Servicing Fee and the related Subservicing Fee.

         Servicing Fee Rate: With respect to any Mortgage Loan, the sum of the
related Master Servicing Fee Rate and the Subservicing Fee Rate.

         Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Indenture Trustee (with a copy to the Note Insurer) by the Master Servicer,
as such list may be amended from time to time.

         Single Note:  A Note in the amount of $1,000.

         Standard & Poor's: Standard & Poor's Ratings Service, or its successor
in interest.

         Static Pool Information: Static pool information as described in Item
1105(a)(1)-(3) and 1105(c) of Regulation AB.

         Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code,
12 DEL. Code ss.ss. 3801 ET SEQ., as the same may be amended from time to time.

         Subordination Amount: As of any Payment Date, the excess, if any, of
(x) the sum of the aggregate Principal Balances of the Mortgage Loans as of the
close of business on the last day of the related Due Period as of such Payment
Date over (y) the Note Principal Balance of the Notes as of such Payment Date
(and following the making of all distributions on such Payment Date)

         Subordination Deficit: With respect to any Payment Date, the amount, if
any, by which (x) the aggregate Note Principal Balance of the Notes as of such
Payment Date, and following the making of all distributions to be made on such
Payment Date (except for any payment to be made as to principal from proceeds of
the Note Insurance Policy), exceeds (y) the aggregate Principal Balances of the
Mortgage Loans as of the close of business on the preceding Due Date on such
Payment Date.

         Subordination Increase Amount: With respect to any Payment Date, the
amount of any Net Monthly Excess Cashflow (including any Subordination Reduction
Amount) available in the Payment Account to increase the Subordination Amount up
to the Required Subordination Amount.

         Subordination Reduction Amount: With respect to any Payment Date, an
amount equal to the lesser of (a) the Excess Subordination Amount and (b) the
principal collections received by the Master Servicer with respect to the prior
Due Period.

         Subservicer: Any Person that services Mortgage Loans on behalf of the
Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Company under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.

         Subservicing Account: An Eligible Account established or maintained by
a Sub servicer as provided for in Section 3.06(e) of the Servicing Agreement.

         Subservicing Agreement: The written contract between the Master
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02 of the Servicing Agreement.

         Subservicing Fee: With respect to each Mortgage Loan and any date of
determination, the product of (i) the Subservicing Fee Rate divided by 12 and
(ii) the Principal Balance of such Mortgage Loans as of such date.

         Subservicing Fee Rate: For any date of determination, ____% per annum.

         Substitution Adjustment Amount: With respect to any Eligible Substitute
Mortgage Loan, the amount as defined in Section 2.03 of the Servicing Agreement.

         Telerate Screen Page 3750: The display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks). If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, such other
service for displaying One-Month LIBOR or comparable rates as may be selected by
the Issuing Entity after consultation with the Indenture Trustee), the rate will
be the Reference Bank Rate.

         Treasury Regulations: Regulations, including proposed or temporary
Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         Trust Agreement: The Trust Agreement dated as of ______ __, 200_
between the Owner Trustee and the Depositor.

         Trust Estate: The meaning specified in the Granting Clause of the
Indenture.

         Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as amended
from time to time, as in effect on any relevant date.

         UCC: The Uniform Commercial Code, as amended from time to time, as in
effect in any specified jurisdiction.

         Weighted Average Net Mortgage Rate: With respect to the Mortgage Loans
in the aggregate, and any Due Date, the average of the Net Mortgage Rate for
each Mortgage Loan as of the last day of the related Due Period weighted on the
basis of the related Principal Balances outstanding as of the last day of the
related Due Period for each Mortgage Loan as determined by the Master Servicer
in accordance with the Master Servicer's normal servicing procedures.