EXHIBIT 4.2


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                 [NAME OF MASTER SERVICER], as Master Servicer,



                                       and



                           MORTGAGEIT SECURITIES CORP.
                                  as Depositor





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

                               SERVICING AGREEMENT

                           Dated as of _______________

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

                         ________________Mortgage Loans

                MortgageIT Securities Corp. Trust Series 200_-__


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<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I

                                   Definitions

Section 1.01     Definitions
Section 1.02     Other Definitional Provisions
Section 1.03     Interest Calculations

                             ARTICLE II

                   Representations and Warranties

Section 2.01     Representations and Warranties Regarding the Master Servicer
Section 2.02     Representations and Warranties of the Depositor
Section 2.03     Enforcement of Representations and Warranties

                             ARTICLE III

                 Administration and Servicing of Mortgage Loans

Section 3.01     The Master Servicer
Section 3.02     Collection of Certain Mortgage Loan Payments
Section 3.03     Withdrawals from the Collection Account
Section 3.04     Maintenance of Hazard Insurance; Property Protection Expenses
Section 3.05     Modification Agreements
Section 3.06     Trust Estate; Related Documents
Section 3.07     Realization upon Defaulted Mortgage Loans
Section 3.08     Depositor and Indenture Trustee to Cooperate
Section 3.09     Servicing Compensation; Payment of Certain Expenses by Master
                 Servicer
Section 3.10     Annual Statement as to Compliance
Section 3.11     Assessment of Compliance and Attestation Reports
Section 3.12     Access to Certain Documentation and Information Regarding the
                 Mortgage Loans
Section 3.13     Maintenance of Certain Servicing Insurance Policies
Section 3.14     Information Required by the Internal Revenue Service Generally
                 and Reports of Foreclosures and Abandonments of Mortgaged
                 Property
Section 3.15     Optional Repurchase of Defaulted Mortgage Loans

                                   ARTICLE IV

                              Servicing Certificate

Section 4.01     Statements to Securityholders

                                    ARTICLE V

                        Distribution and Payment Accounts

Section 5.01     Distribution Account
Section 5.02     Payment Account

                                   ARTICLE VI

                               The Master Servicer

Section 6.01     Liability of the Master Servicer
Section 6.02     Merger or Consolidation of, or Assumption of the Obligations
                 of, the Master Servicer
Section 6.03     Limitation on Liability of the Master Servicer and Others
Section 6.04     Master Servicer Not to Resign
Section 6.05     Delegation of Duties
Section 6.06     Master Servicer to Pay Indenture Trustee's and Owner Trustee's
                 Fees and Expenses; Indemnification

                                   ARTICLE VII

                                     Default

Section 7.01     Servicing Default
Section 7.02     Indenture Trustee to Act; Appointment of Successor
Section 7.03     Notification to Securityholders

                             ARTICLE VIII

                       Miscellaneous Provisions

Section 8.01     Amendment
Section 8.02     Governing Law
Section 8.03     Notices
Section 8.04     Severability of Provisions
Section 8.05     Third-Party Beneficiaries
Section 8.06     Counterparts
Section 8.07     Effect of Headings and Table of Contents
Section 8.08     Termination upon Purchase by the Master Servicer or Liquidation
                 of All Mortgage Loans
Section 8.09     Certain Matters Affecting the Indenture Trustee
Section 8.10     Authority of the Administrator
Section 8.10     Authority of the Administrator


EXHIBIT A - MORTGAGE LOAN SCHEDULE
EXHIBIT B - POWER OF ATTORNEY
EXHIBIT C - CERTIFICATE PURSUANT TO SECTION 3.08
EXHIBIT D - FORM OF REQUEST FOR RELEASE

Schedule 1 - Mortgage Insurance Component Schedule

<PAGE>

         This Servicing Agreement, dated as of _______________, between [Name of
Master Servicer], as Master Servicer (the "Master Servicer") and MortgageIT
Securities Corp., as Depositor (the "Depositor"),

                     W I T N E S S E T H     T H A T:

         WHEREAS, MortgageIT Securities Corp., will create MortgageIT Securities
Corp. Trust Series 200_-__, an owner trust (the "Issuing Entity") under Delaware
law, and will transfer the Mortgage Loans and all of its rights under the
Mortgage Loan Purchase Agreement to the Issuing Entity,;

         WHEREAS, pursuant to the terms of a Trust Agreement dated as of
_______________ (the "Owner Trust Agreement") between the Depositor, as
depositor, and ______________________, as owner trustee (the "Owner Trustee"),
the Depositor will sell the Mortgage Collateral to Issuing Entity in exchange
for the cash proceeds of the Securities;

         WHEREAS, pursuant to the terms of the Trust Agreement between the
Depositor and the Owner Trustee, the Issuing Entity will issue and transfer to
or at the direction of the Depositor, the Mortgage-Backed Certificates, Series
200_-__ (the "Certificates");

         WHEREAS, pursuant to the terms of an Indenture dated as of
_______________ (the "Indenture") between the Issuing Entity and the Indenture
Trustee, the Issuing Entity will issue and transfer to or at the direction of
the Purchaser the Mortgage-Backed Notes, Series 200_-__ (the "Notes"),
consisting of the Notes and secured by the Mortgage Collateral;

         WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement,
the Depositor will acquire the Initial Loans; and

         WHEREAS, pursuant to the terms of this Servicing Agreement, the Master
Servicer will service the Mortgage Loans directly or through one or more
Subservicers;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         Section 1.01 DEFINITIONS. For all purposes of this Servicing Agreement,
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 contained in Appendix A to the
Indenture which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.

         Section 1.02 OTHER DEFINITIONAL PROVISIONS. (a) All terms defined in
this Servicing Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.

         (b) As used in this Servicing Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Servicing Agreement or in any such certificate or other
document, and accounting terms partly defined in this Servicing Agreement or in
any such certificate or other document, to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Servicing Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Servicing Agreement or in any such
certificate or other document shall control.

         (c) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Servicing Agreement shall refer to this Servicing
Agreement as a whole and not to any particular provision of this Servicing
Agreement; Section and Exhibit references contained in this Servicing Agreement
are references to Sections and Exhibits in or to this Servicing Agreement unless
otherwise specified; and the term "including" shall mean "including without
limitation".

         (d) The definitions contained in this Servicing Agreement are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as the feminine and neuter genders of such terms.

         (e) 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.

         Section 1.03 INTEREST CALCULATIONS. All calculations of interest
hereunder that are made in respect of the Principal Balance of a Mortgage Loan
shall be made on a daily basis using a 365- day year. All calculations of
interest on the Securities shall be made on the basis of the actual number of
days in an Interest Period and a year assumed to consist of 360 days. The
calculation of the Servicing Fee shall be made on the basis of a 360-day year
consisting of twelve 30-day months. All dollar amounts calculated hereunder
shall be rounded to the nearest penny with one-half of one penny being rounded
down.

                                   ARTICLE II

                         Representations and Warranties

         Section 2.01 REPRESENTATIONS AND WARRANTIES REGARDING THE MASTER
SERVICER. The Master Servicer represents and warrants to the Depositor, the
Issuing Entity and for the benefit of the Indenture Trustee, as pledgee of the
Mortgage Collateral, and the Securityholders, as of the Cut-Off Date, [the date
of the Servicing Agreement], the Closing Date [and any Deposit Date], that:

                  (i) The Master Servicer is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         [_______] and has the corporate power to own its assets and to transact
         the business in which it is currently engaged. The Master Servicer is
         duly qualified to do business as a foreign corporation and is in good
         standing in each jurisdiction in which the character of the business
         transacted by it or properties owned or leased by it requires such
         qualification and in which the failure to so qualify would have a
         material adverse effect on the business, properties, assets, or
         condition (financial or other) of the Master Servicer;

                  (ii) The Master Servicer has the power and authority to make,
         execute, deliver and perform this Servicing Agreement and all of the
         transactions contemplated under this Servicing Agreement, and has taken
         all necessary corporate action to authorize the execution, delivery and
         performance of this Servicing Agreement. When executed and delivered,
         this Servicing Agreement will constitute the legal, valid and binding
         obligation of the Master Servicer enforceable in accordance with its
         terms, except as enforcement of such terms may be limited by
         bankruptcy, insolvency or similar laws affecting the enforcement of
         creditors' rights generally and by the availability of equitable
         remedies;

                  (iii) The Master Servicer is not required to obtain the
         consent of any other Person or any consent, license, approval or
         authorization from, or registration or declaration with, any
         governmental authority, bureau or agency in connection with the
         execution, delivery, performance, validity or enforceability of this
         Servicing Agreement, except for such consent, license, approval or
         authorization, or registration or declaration, as shall have been
         obtained or filed, as the case may be;

                  (iv) The execution and delivery of this Servicing Agreement
         and the performance of the transactions contemplated hereby by the
         Master Servicer will not violate any provision of any existing law or
         regulation or any order or decree of any court applicable to the Master
         Servicer or any provision of the Certificate of Incorporation or Bylaws
         of the Master Servicer, or constitute a material breach of any
         mortgage, indenture, contract or other agreement to which the Master
         Servicer is a party or by which the Master Servicer may be bound; and

                  (v) No litigation or administrative proceeding of or before
         any court, tribunal or governmental body is currently pending, or to
         the knowledge of the Master Servicer threatened, against the Master
         Servicer or any of its properties or with respect to this Servicing
         Agreement or the Notes or the Certificates which in the opinion of the
         Master Servicer has a reasonable likelihood of resulting in a material
         adverse effect on the transactions contemplated by this Servicing
         Agreement.

         The foregoing representations and warranties shall survive any
termination of the Master Servicer hereunder.

         Section 2.02 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants to the Master Servicer for the benefit
of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the
Securityholders, as of the Cut-Off Date, the Closing Date and any Deposit Date,
that:

                  (i) The Depositor is a corporation in good standing under the
         laws of the State of Delaware;

                  (ii) The Depositor has full power, authority and legal right
         to execute and deliver this Servicing Agreement and to perform its
         obligations under this Servicing Agreement, and has taken all necessary
         action to authorize the execution, delivery and performance by it of
         this Servicing Agreement; and

                  (iii) The execution and delivery by the Depositor of this
         Servicing Agreement and the performance by the Depositor of its
         obligations under this Servicing Agreement will not violate any
         provision of any law or regulation governing the Depositor or any
         order, writ, judgment or decree of any court, arbitrator or
         governmental authority or agency applicable to the Depositor or any of
         its assets. Such execution, delivery, authentication and performance
         will not require the authorization, consent or approval of, the giving
         of notice to, the filing or registration with, or the taking of any
         other action with respect to, any governmental authority or agency
         regulating the activities of limited liability companies. Such
         execution, delivery, authentication and performance will not conflict
         with, or result in a breach or violation of, any mortgage, deed of
         trust, lease or other agreement or instrument to which the Depositor is
         bound.

         Section 2.03 ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES. The Master
Servicer, on behalf of and subject to the direction of the Indenture Trustee, as
pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the
representations and warranties of the Seller pursuant to the Mortgage Loan
Purchase Agreement. Upon the discovery by the Seller, the Master Servicer, the
Indenture Trustee, the Credit Enhancer, the Depositor or any Custodian of a
breach of any of the representations and warranties made in the Mortgage Loan
Purchase Agreement, in respect of any Mortgage Loan which materially and
adversely affects the interests of the Securityholders or the Credit Enhancer,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the Seller of such breach and request
that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller
either (i) cure such breach in all material respects within 45 days (with
respect to a breach of the representations and warranties contained in Section
3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a
breach of the representations and warranties contained in Section 3.1(b) of the
Mortgage Loan Purchase Agreement) from the date the Seller was notified of such
breach or (ii) purchase such Mortgage Loan from the Depositor at the price and
in the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase
Agreement; PROVIDED that the Seller shall, subject to the conditions set forth
in the Mortgage Loan Purchase Agreement, have the option to substitute an
Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. In the event
that the Seller elects to substitute one or more Eligible Substitute Mortgage
Loans pursuant to Section 3.1(b) of the Mortgage Loan Purchase Agreement, the
Seller shall deliver to the Depositor with respect to such Eligible Substitute
Mortgage Loans, the original Mortgage Note, the Mortgage, and such other
documents and agreements as are required by the Mortgage Loan Purchase
Agreement. No substitution will be made in any calendar month after the
Determination Date for such month. Payments due with respect to Eligible
Substitute Mortgage Loans in the month of substitution shall not be transferred
to the Depositor and will be retained by the Master Servicer and remitted by the
Master Servicer to the Seller on the next succeeding Payment Date provided a
payment has been received by the Depositor for such month in respect of the
Mortgage Loan to be removed. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan
and the substitution of the Eligible Substitute Mortgage Loans and the Master
Servicer shall promptly deliver the amended Mortgage Loan Schedule to the Owner
Trustee and Indenture Trustee.

         It is understood and agreed that the obligation of the Seller to cure
such breach or purchase or substitute for such Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Depositor and the Indenture Trustee, as
pledgee of the Mortgage Collateral, against the Seller. In connection with the
purchase of or substitution for any such Mortgage Loan by the Seller, the
Depositor shall assign to the Seller all of the right, title and interest in
respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage
Loan. Upon receipt of the Repurchase Price, or upon completion of such
substitution, the applicable Custodian shall deliver the Mortgage Files to the
Master Servicer, together with all relevant endorsements and assignments.

<PAGE>

                                  ARTICLE III

                 Administration and Servicing of Mortgage Loans

         Section 3.01 THE MASTER SERVICER. (a) The Master Servicer shall service
and administer the Mortgage Loans in the same manner as would prudent
institutional mortgage lenders servicing comparable mortgage loans for their own
account in the jurisdictions where the related Mortgaged Properties are located
and in a manner consistent with the terms of this Servicing Agreement and which
shall be normal and usual in its general mortgage servicing activities and shall
have full power and authority, acting alone or through a subservicer, to do any
and all things in connection with such servicing and administration which it may
deem necessary or desirable, it being understood, how ever, that the Master
Servicer shall at all times remain responsible to the Depositor, the Indenture
Trustee, as pledgee of the Mortgage Collateral, and the Securityholders for the
performance of its duties and obligations hereunder in accordance with the terms
hereof and the servicing standard set forth above. Without limiting the
generality of the foregoing, the Master Servicer shall continue, and is hereby
authorized and empowered by the Depositor and the Indenture Trustee, as pledgee
of the Mortgage Collateral, to execute and deliver, on behalf of itself, the
Depositor, the Securityholders and the Indenture Trustee or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. The Depositor, the Indenture
Trustee and the Custodian, as applicable, shall furnish the Master Servicer with
any powers of attorney and other documents necessary or appropriate to enable
the Master Servicer to carry out its servicing and administrative duties
hereunder. On the Closing Date, the Depositor shall deliver to the Master
Servicer a power of attorney substantially in the form of Exhibit B hereto.

         If the Mortgage relating to a Mortgage Loan did not have a lien senior
on the related Mortgaged Property as of the Cut-Off Date, then the Master
Servicer, in such capacity, may not consent to the placing of a lien senior to
that of the Mortgage on the related Mortgaged Property. If the Mortgage relating
to a Mortgage Loan had a lien senior to the Mortgage Loan on the related
Mortgaged Property as of the Cut-Off Date, then the Master Servicer, in such
capacity, may consent to the refinancing of such senior lien; PROVIDED that (i)
the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher
than the Combined Loan-to-Value Ratio prior to such refinancing and (ii) the
interest rate for the loan evidencing the refinanced senior lien on the date of
such refinancing is no higher than the interest rate on the loan evidencing the
existing senior lien immediately prior to the date of such refinancing.

         The relationship of the Master Servicer (and of any successor to the
Master Servicer as servicer under this Servicing Agreement) to the Depositor
under this Servicing Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.

         (b) The Master Servicer has entered into Initial Subservicing
Agreements with the Initial Subservicers for the servicing and administration of
the Mortgage Loans and may enter into additional Sub servicing Agreements with
Subservicers for the servicing and administration of certain of the Mortgage
Loans. References in this Servicing Agreement to actions taken or to be taken by
the Master Servicer in servicing the Mortgage Loans include actions taken or to
be taken by a Subservicer on behalf of the Master Servicer and any amount
received by such Subservicer in respect of a Mortgage Loan shall be deemed to
have been received by the Master Servicer whether or not actually received by
the Master Servicer. Each Subservicing Agreement will be upon such terms and
conditions as are not inconsistent with this Servicing Agreement and as the
Master Servicer and the Subservicer have agreed. With the approval of the Master
Servicer, a Subservicer may delegate its servicing obligations to third-party
servicers, but such Subservicers will remain obligated under the related
Subservicing Agreements. The Master Servicer and the Subservicer may enter into
amendments to the related Subservicing Agreements; provided, HOWEVER, that any
such amendments shall be consistent with and not violate the provisions of this
Servicing Agreement. The Master Servicer shall be entitled to terminate any
Subservicing Agreement in accordance with the terms and conditions thereof and
without any limitation by virtue of this Servicing Agreement; PROVIDED, HOWEVER,
that in the event of termination of any Subservicing Agreement by the Master
Servicer or the Subservicer, the Master Servicer shall either act as servicer of
the related Mortgage Loan or enter into a Subservicing Agreement with a
successor Subservicer which will be bound by the terms of the related
Subservicing Agreement. The Master Servicer shall be entitled to enter into any
agreement with a Subservicer for indemnification of the Master Servicer and
nothing contained in this Servicing Agreement shall be deemed to limit or modify
such indemnification.

         In the event that the rights, duties and obligations of the Master
Servicer are terminated hereunder, any successor to the Master Servicer in its
sole discretion may, to the extent permitted by applicable law, terminate the
existing Subservicing Agreement with any Subservicer in accordance with the
terms of the applicable Subservicing Agreement or assume the terminated Master
Servicer's rights and obligations under such subservicing arrangements which
termination or assumption will not violate the terms of such arrangements.

         As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Depositor, shall use reasonable efforts to enforce the
obligations of each Subservicer under the related Subservicing Agreement, to the
extent that the non-performance of any such obligation would have material and
adverse effect on a Mortgage Loan. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Subservicing
Agreements and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii)
from a specific recovery of costs, expenses or attorneys fees against the party
against whom such enforcement is directed.

         Section 3.02 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS. (a) The
Master Servicer shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Mortgage Loans, and shall, to the extent
such procedures shall be consistent with this Servicing Agreement, follow such
collection procedures as shall be normal and usual in its general mortgage
servicing activities. Consistent with the foregoing, and without limiting the
generality of the foregoing, the Master Servicer may in its discretion (i) waive
any late payment charge, penalty interest or other fees which may be collected
in the ordinary course of servicing such Mortgage Loan and (ii) arrange with a
Mortgagor a schedule for the payment of principal and interest due and unpaid;
PROVIDED such arrangement is consistent with the Master Servicer's policies with
respect to home equity mortgage loans; PROVIDED, FURTHER, that notwithstanding
such arrangement such Mortgage Loans will be included in the information
regarding delinquent Mortgage Loans set forth in the Servicing Certificate. The
Master Servicer may also extend the Due Date for payment due on a Mortgage Loan,
PROVIDED, HOWEVER, that the Master Servicer shall first determine that any such
waiver or extension will not adversely affect the lien of the related Mortgage.
Consistent with the terms of this Servicing Agreement, the Master Servicer may
also waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Securityholders or the Credit Enhancer, PROVIDED, HOWEVER,
that the Master Servicer may not modify or permit any Subservicer to modify any
Mortgage Loan (including without limitation any modification that would change
the Mortgage Rate, forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Mortgage Loan) or extend the
final maturity date of such Mortgage Loan) unless such Mortgage Loan is in
default or, in the judgment of the Master Servicer, such default is reasonably
foreseeable.

         (b) The Master Servicer shall establish an account (the "Collection
Account") in which the Master Servicer shall deposit or cause to be deposited
any amounts representing payments on and any collections in respect of the
Mortgage Loans received by it subsequent to the Cut-off Date as to any Initial
Loan or the related Deposit Date as to any Additional Loan (other than in
respect of the payments referred to in the following paragraph) within __
Business Day[s] following receipt thereof (or otherwise on or prior to the
Closing Date), including the following payments and collections received or made
by it (without duplication):

                  (i) all payments of principal of or interest on the Mortgage
         Loans received by the Master Servicer from the respective Subservicer,
         net of any portion of the interest thereof retained by the Subservicer
         as Subservicing Fees;

                  (ii) the aggregate Repurchase Price of the Mortgage Loans
         purchased by the Master Servicer pursuant to Section 3.15;

                  (iii) Net Liquidation Proceeds net of any related Foreclosure
         Profit;

                  (iv) all proceeds of any Mortgage Loans repurchased by the
         Seller pursuant to the Mortgage Loan Purchase Agreement, and all
         Substitution Adjustment Amounts required to be deposited in connection
         with the substitution of an Eligible Substitute Mortgage Loan pursuant
         to the Mortgage Loan Purchase Agreement;

                  (v) insurance proceeds, other than Net Liquidation Proceeds,
         resulting from any insurance policy maintained on a Mortgaged Property;
         and

                  (vi) amounts required to be paid by the Master Servicer
         pursuant to Section 8.08.

PROVIDED, HOWEVER, that with respect to each Collection Period, the Master
Servicer shall be permitted to retain from payments in respect of interest on
the Mortgage Loans, the Servicing Fee for such Collection Period. The foregoing
requirements respecting deposits to the Collection Account are exclusive, it
being understood that, without limiting the generality of the foregoing, the
Master Servicer need not deposit in the Collection Account amounts representing
Foreclosure Profits, fees (including annual fees) or late charge penalties,
payable by Mortgagors, or amounts received by the Master Servicer for the
accounts of Mortgagors for application towards the payment of taxes, insurance
premiums, assessments and similar items. In the event any amount not required to
be deposited in the Collection Account is so deposited, the Master Servicer may
at any time withdraw such amount from the Collection Account, any provision
herein to the contrary notwithstanding. The Collection Account may contain funds
that belong to one or more trust funds created for the notes or certificates of
other series and may contain other funds respecting payments on mortgage loans
belonging to the Master Servicer or serviced or serviced by it on behalf of
others. Notwithstanding such commingling of funds, the Master Servicer shall
keep records that accurately reflect the funds on deposit in the Collection
Account that have been identified by it as being attributable to the Mortgage
Loans and shall hold all collections in the Collection Account to the extent
they represent collections on the Mortgage Loans for the benefit of the
Depositor, the Indenture Trustee, the Securityholders and the Credit Enhancer,
as their interests may appear. The Master Servicer shall remit all Foreclosure
Profits to itself as additional servicing compensation.

         The Master Servicer may cause the institution maintaining the
Collection Account to invest any funds in the Collection Account in Eligible
Investments (including obligations of the Master Servicer or any of its
Affiliates, if such obligations otherwise qualify as Eligible Investments),
which shall mature not later than the Business Day next preceding the Payment
Date and shall not be sold or disposed of prior to its maturity. Except as
provided above, all income and gain realized from any such investment shall be
for the benefit of the Master Servicer and shall be subject to its withdrawal or
order from time to time. The amount of any losses incurred in respect of the
principal amount of any such investments shall be deposited in the Collection
Account by the Master Servicer out of its own funds immediately as realized.

         (c) The Master Servicer will require each Subservicer to hold all funds
constituting collections on the Mortgage Loans, pending remittance thereof to
the Master Servicer, in one or more accounts meeting the requirements of an
Eligible Account, and invested in Eligible Investments, unless, all such
collections are remitted on a daily basis to the Master Servicer for deposit
into the Collection Account.

         Section 3.03 WITHDRAWALS FROM THE COLLECTION ACCOUNT. The Master
Servicer shall, from time to time as provided herein, make withdrawals from the
Collection Account of amounts on deposit therein pursuant to Section 3.02 that
are attributable to the Mortgage Loans for the following purposes:

                  (i) to deposit in the Distribution Account, on the Business
         Day prior to each Payment Date, an amount equal to the Security
         Collections required to be distributed on such Payment Date;

                  (ii) to the extent deposited to the Collection Account, to
         reimburse itself or the related Subservicer for previously unreimbursed
         expenses incurred in maintaining individual insurance policies pursuant
         to Section 3.04, or Liquidation Expenses, paid pursuant to Section 3.07
         or otherwise reimbursable pursuant to the terms of this Servicing
         Agreement (to the extent not payable pursuant to Section 3.09), such
         withdrawal right being limited to amounts received on particular
         Mortgage Loans (other than any Repurchase Price in respect thereof)
         which represent late recoveries of the payments for which such advances
         were made, or from related Liquidation Proceeds or the proceeds of the
         purchase of such Mortgage Loan;

                  (iii) to pay to itself out of each payment received on account
         of interest on a Mortgage Loan as contemplated by Section 3.09, an
         amount equal to the related Servicing Fee (to the extent not retained
         pursuant to Section 3.02), and to pay to any Subservicer any
         Subservicing Fees not previously withheld by the Subservicer;

                  (iv) to the extent deposited in the Collection Account to pay
         to itself as additional servicing compensation any interest or
         investment income earned on funds deposited in the Collection Account
         and Payment Account that it is entitled to withdraw pursuant to
         Sections 3.02(b) and 5.01;

                  (v) to the extent deposited in the Collection Account, to pay
         to itself as additional servicing compensation any Foreclosure Profits;

                  (vi) to pay to itself or the Seller, with respect to any
         Mortgage Loan or property acquired in respect thereof that has been
         purchased or otherwise transferred to the Seller, the Master Servicer
         or other entity, all amounts received thereon and not required to be
         distributed to Securityholders as of the date on which the related
         Purchase Price or Repurchase Price is determined;

                  (vii) to withdraw any other amount deposited in the Collection
         Account that was not required to be deposited therein pursuant to
         Section 3.02;

                  (viii) to pay to the Seller the amount, if any, deposited in
         the Collection Account by the Indenture Trustee upon release thereof
         from the Funding Account representing payments for Additional Loans;
         and

                  (ix) after the occurrence of an Amortization Event, to pay to
         the Seller, the Excluded Amount.

Since, in connection with withdrawals pursuant to clauses (iii), (iv), (vi) and
(vii), the Master Servicer's entitlement thereto is limited to collections or
other recoveries on the related Mortgage Loan, the Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for
the purpose of justifying any withdrawal from the Collection Account pursuant to
such clauses. Notwithstanding any other provision of this Servicing Agreement,
the Master Servicer shall be entitled to reimburse itself for any previously
unreimbursed expenses incurred pursuant to Section 3.07 or otherwise
reimbursable pursuant to the terms of this Servicing Agreement that the Master
Servicer determines to be otherwise nonrecoverable (except with respect to any
Mortgage Loan as to which the Repurchase Price has been paid), by withdrawal
from the Collection Account of amounts on deposit therein attributable to the
Mortgage Loans on any Business Day prior to the Payment Date succeeding the date
of such determination.

         Section 3.04 MAINTENANCE OF HAZARD INSURANCE; PROPERTY PROTECTION
EXPENSES. The Master Servicer shall cause to be maintained for each Mortgage
Loan hazard insurance naming the Master Servicer or related Subservicer as loss
payee thereunder providing extended coverage in an amount which is at least
equal to the lesser of (i) the maximum insurable value of the improvements
securing such Mortgage Loan from time to time or (ii) the combined principal
balance owing on such Mortgage Loan and any mortgage loan senior to such
Mortgage Loan from time to time. The Master Servicer shall also cause to be
maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an
amount which is at least equal to the amount necessary to avoid the application
of any co-insurance clause contained in the related hazard insurance policy.
Amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Collection Account to the extent called for by Section 3.02. In
cases in which any Mortgaged Property is located at any time during the life of
a Mortgage Loan in a federally designated flood area, the hazard insurance to be
maintained for the related Mortgage Loan shall include flood insurance (to the
extent available). All such flood insurance shall be in amounts equal to the
lesser of (i) the amount required to compensate for any loss or damage to the
Mortgaged Property on a replacement cost basis and (ii) the maximum amount of
such insurance available for the related Mortgaged Property under the national
flood insurance program (assuming that the area in which such Mortgaged Property
is located is participating in such program). The Master Servicer shall be under
no obligation to require that any Mortgagor maintain earthquake or other
additional insurance and shall be under no obligation itself to maintain any
such additional insurance on property acquired in respect of a Mortgage Loan,
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. If the Master
Servicer shall obtain and maintain a blanket policy consistent with its general
mortgage servicing activities insuring against hazard losses on all of the
Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.04, it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.04 and there shall have been a loss which would have
been covered by such policy, deposit in the Collection Account the amount not
otherwise payable under the blanket policy because of such deductible clause.
Any such deposit by the Master Servicer shall be made on the last Business Day
of the Collection Period in the month in which payments under any such policy
would have been deposited in the Collection Account. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Depositor, the Issuing
Entity, the Indenture Trustee and the Securityholders, claims under any such
blanket policy.

         Section 3.05 MODIFICATION AGREEMENTS. The Master Servicer or the
related Subservicer, as the case may be, shall be entitled to (A) execute
assumption agreements, substitution agreements, and instruments of satisfaction
or cancellation or of partial or full release or discharge, or any other
document contemplated by this Servicing Agreement and other comparable
instruments with respect to the Mortgage Loans and with respect to the Mortgaged
Properties subject to the Mortgages (and the Depositor shall promptly execute
any such documents on request of the Master Servicer) and (B) approve the
granting of an easement thereon in favor of another Person, any alteration or
demolition of the related Mortgaged Property or other similar matters, if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby. A partial release pursuant to this Section 3.05
shall be permitted only if the Combined Loan-to-Value Ratio for such Mortgage
Loan after such partial release does not exceed the Combined Loan-to-Value Ratio
for such Mortgage Loan as of the Cut-Off Date. Any fee collected by the Master
Servicer or the related Subservicer for processing such request will be retained
by the Master Servicer or such Subservicer as additional servicing compensation.

         Section 3.06 TRUST ESTATE; RELATED DOCUMENTS. (a) When required by the
provisions of this Servicing Agreement, the Depositor shall execute instruments
to release property from the terms of this Servicing Agreement, or convey the
Depositor's interest in the same, in a manner and under circumstances which are
not inconsistent with the provisions of this Servicing Agreement. No party
relying upon an instrument executed by the Depositor as provided in this Article
III shall be bound to ascertain the Depositor's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

         (b) If from time to time the Master Servicer shall deliver to the
Depositor or the related Custodian copies of any written assurance, assumption
agreement or substitution agreement or other similar agreement pursuant to
Section 3.05, the Depositor or the related Custodian shall check that each of
such documents purports to be an original executed copy (or a copy of the
original executed document if the original executed copy has been submitted for
recording and has not yet been returned) and, if so, shall file such documents,
and upon receipt of the original executed copy from the applicable recording
office or receipt of a copy thereof certified by the applicable recording office
shall file such originals or certified copies with the Related Documents. If any
such documents submitted by the Master Servicer do not meet the above
qualifications, such documents shall promptly be returned by the Depositor or
the related Custodian to the Master Servicer, with a direction to the Master
Servicer to forward the correct documentation.

         (c) Upon Depositor Request accompanied by an Officers' Certificate of
the Master Servicer pursuant to Section 3.09 of this Servicing Agreement to the
effect that a Mortgage Loan has been the subject of a final payment or a
prepayment in full and the related Mortgage Loan has been terminated or that
substantially all Liquidation Proceeds which have been determined by the Master
Servicer in its reasonable judgment to be finally recoverable have been
recovered, and upon deposit to the Collection Account of such final monthly
payment, prepayment in full together with accrued and unpaid interest to the
date of such payment with respect to such Mortgage Loan or, if applicable,
Liquidation Proceeds, the Depositor shall promptly release the Related Documents
to the Master Servicer, along with such documents as the Master Servicer or the
Mortgagor may request as contemplated by the Servicing Agreement to evidence
satisfaction and discharge of such Mortgage Loan. If from time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, the Master
Servicer requests the Depositor or the related Custodian to release the Related
Documents and delivers to the Depositor or the related Custodian a trust receipt
reasonably satisfactory to the Depositor or the related Custodian and signed by
a Responsible Officer of the Master Servicer, the Depositor or the related
Custodian shall release the Related Documents to the Master Servicer. If such
Mortgage Loans shall be liquidated and the Depositor or the related Custodian
receives a certificate from the Master Servicer as provided above, then, upon
request of the Depositor or the related Custodian shall release the trust
receipt to the Master Servicer.

         Section 3.07 REALIZATION UPON DEFAULTED MORTGAGE LOANS. With respect to
such of the Mortgage Loans as come into and continue in default, the Master
Servicer will decide whether to foreclose upon the Mortgaged Properties securing
such Mortgage Loans or write off the unpaid principal balance of the Mortgage
Loans as bad debt; provided that if the Master Servicer has actual knowledge
that any Mortgaged Property is affected by hazardous or toxic wastes or
substances and that the acquisition of such Mortgaged Property would not be
commercially reasonable, then the Master Servicer will not cause the Depositor
to acquire title to such Mortgaged Property in a foreclosure or similar
proceeding. In connection with such foreclosure or other conversion, the Master
Servicer shall follow such practices (including, in the case of any default on a
related senior mortgage loan, the advancing of funds to correct such default)
and procedures as it shall deem necessary or advisable and as shall be normal
and usual in its general mortgage servicing activities; PROVIDED that the Master
Servicer shall not be liable in any respect hereunder if the Master Servicer is
acting in connection with any such foreclosure or attempted foreclosure which is
not completed or other conversion in a manner that is consistent with the
provisions of this Servicing Agreement. The foregoing is subject to the proviso
that the Master Servicer shall not be required to expend its own funds in
connection with any fore closure or attempted foreclosure which is not completed
or towards the correction of any default on a related senior mortgage loan or
restoration of any property unless it shall determine that such expenditure will
increase Net Liquidation Proceeds. In the event of a determination by the Master
Servicer that any such expenditure previously made pursuant to this Section 3.07
will not be reimbursable from Net Liquidation Proceeds, the Master Servicer
shall be entitled to reimbursement of its funds so expended pursuant to Section
3.03.

         Notwithstanding any provision of this Servicing Agreement, a Mortgage
Loan may be deemed to be finally liquidated if substantially all amounts
expected by the Master Servicer to be received in connection with the related
defaulted Mortgage Loan have been received; PROVIDED, HOWEVER, any subsequent
collections with respect to any such Mortgage Loan shall be deposited to the
Collection Account. For purposes of determining the amount of any Liquidation
Proceeds or Insurance Proceeds, or other unscheduled collections, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan.

         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Depositor and the Indenture Trustee as their interests
may appear, or to their respective nominee on behalf of Securityholders.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgaged Property shall (except as otherwise expressly
provided herein) be considered to be an outstanding Mortgage Loan held as an
asset of the Depositor until such time as such property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder, so
long as such Mortgaged Property shall be considered to be an outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note in effect at the time of any such acquisition of title before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period will remain in effect.

         Any proceeds from foreclosure proceedings or the purchase or repurchase
of any Mortgage Loan pursuant to the terms of this Servicing Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds or Insurance
Proceeds, will be applied in the following order of priority: first, to
reimburse the Master Servicer or the related Subservicer in accordance with
Section 3.07; second, to all Servicing Fees payable therefrom; third, to the
extent of accrued and unpaid interest on the related Mortgage Loan, at the Net
Mortgage Rate to the Due Date prior to the Payment Date on which such amounts
are to be deposited in the Payment Account; fourth, as a recovery of principal
on the Mortgage Loan; and fifth, to Foreclosure Profits.

         Section 3.08 DEPOSITOR AND INDENTURE TRUSTEE TO COOPERATE. On or before
each Payment Date, the Master Servicer will notify the Indenture Trustee or the
relevant Custodian, with a copy to the Depositor, of the termination of or the
payment in full and the termination of any Mortgage Loan during the preceding
Collection Period, which notification shall be by a certification in
substantially the form attached hereto as Exhibit C (which certification shall
include a statement to the effect that all amounts received in connection with
such payment which are required to be deposited in the Collection Account
pursuant to Section 3.02 have been so deposited or credited) of a Servicing
Officer. Upon receipt of payment in full, the Master Servicer is authorized to
execute, pursuant to the authorization contained in Section 3.01, if the
assignments of Mortgage have been recorded as required under the Mortgage Loan
Purchase Agreement, an instrument of satisfaction regarding the related
Mortgage, which instrument of satisfaction shall be recorded by the Master
Servicer if required by applicable law and be delivered to the Person entitled
thereto. It is understood and agreed that any expenses incurred in connection
with such instrument of satisfaction or transfer shall be reimbursed from
amounts deposited in the Collection Account. From time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, the Indenture
Trustee or the relevant Custodian shall, upon request of the Master Servicer and
delivery to the Indenture Trustee or relevant Custodian, with a copy to the
Depositor, of a Request for Release, in the form annexed hereto as Exhibit D,
signed by a Servicing Officer, release or cause to be released the related
Mortgage File to the Master Servicer and the Depositor and Indenture Trustee
shall promptly execute such documents, in the forms provided by the Master
Servicer, as shall be necessary for the prosecution of any such proceedings or
the taking of other servicing actions. Such trust receipt shall obligate the
Master Servicer to return the Mortgage File to the Indenture Trustee or the
related Custodian (as specified in such receipt) when the need therefor by the
Master Servicer no longer exists unless the Mortgage Loan shall be liquidated,
in which case, upon receipt of a certificate of a Servicing Officer similar to
that hereinabove specified, the trust receipt shall be released to the Master
Servicer.

         In order to facilitate the foreclosure of the Mortgage securing any
Mortgage Loan that is in default following recordation of the assignments of
Mortgage in accordance with the provisions of the Mortgage Loan Purchase
Agreement, the Depositor shall, if so requested in writing by the Master
Servicer, promptly execute an appropriate assignment in the form provided by the
Master Servicer to assign such Mortgage Loan for the purpose of collection to
the Master Servicer (any such assignment shall unambiguously indicate that the
assignment is for the purpose of collection only), and, upon such assignment,
such assignee for collection will thereupon bring all required actions in its
own name and otherwise enforce the terms of the Mortgage Loan and deposit or
credit the Net Liquidation Proceeds, exclusive of Foreclosure Profits, received
with respect thereto in the Collection Account. In the event that all delinquent
payments due under any such Mortgage Loan are paid by the Mortgagor and any
other defaults are cured then the assignee for collection shall promptly
reassign such Mortgage Loan to the Depositor and return all Related Documents to
the place where the related Mortgage File was being maintained.

         In connection with the Depositor's obligation to cooperate as provided
in this Section 3.08 and all other provisions of this Servicing Agreement
requiring the Depositor to authorize or permit any actions to be taken with
respect to the Mortgage Loans, the Indenture Trustee, as pledgee of the Mortgage
Collateral in the Depositor, expressly agrees, on behalf of the Depositor, to
take all such actions on behalf of the Depositor and to promptly execute and
return all instruments reasonably required by the Master Servicer in connection
therewith; PROVIDED that if the Master Servicer shall request a signature of the
Indenture Trustee, on behalf of the Depositor, the Master Servicer will deliver
to the Indenture Trustee an Officer's Certificate stating that such signature is
necessary or appropriate to enable the Master Servicer to carry out its
servicing and administrative duties under this Servicing Agreement.

         Section 3.09 SERVICING COMPENSATION; PAYMENT OF CERTAIN EXPENSES BY
MASTER SERVICER. The Master Servicer shall be entitled to receive the Servicing
Fee in accordance with Section 3.03 as compensation for its services in
connection with servicing the Mortgage Loans. Moreover, additional servicing
compensation in the form of late payment charges and certain other receipts not
required to be deposited in the Collection Account as specified in Section 3.02
shall be retained by the Master Servicer. The Master Servicer shall be required
to pay all expenses incurred by it in connection with its activities hereunder
(including payment of all other fees and expenses not expressly stated hereunder
to be for the account of the Securityholders, including, without limitation, the
fees and expenses of the Administrator, Owner Trustee, Indenture Trustee and any
Custodian) and shall not be entitled to reimbursement therefor except as
specifically provided herein.

         Section 3.10 ANNUAL STATEMENT AS TO COMPLIANCE. (a) The Master Servicer
will deliver to the Depositor, the Issuing Entity and the Indenture Trustee,
with a copy to the Credit Enhancer, not later than [February 28] of each
calendar year beginning in 2006, an Officers' Certificate (an "Annual Statement
of Compliance") stating, as to each signatory thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year and of
performance under this Agreement or other applicable servicing agreement has
been made under such officers' supervision and (ii) to the best of such
officers' knowledge, based on such review, the Master Servicer has fulfilled all
of its obligations under this Agreement or other applicable servicing agreement
in all material respects throughout such year, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions or
limitations on its use. Copies of such statement shall be provided by the Master
Servicer to the Depositor upon request and by the Depositor to any Person
identified as a prospective purchaser of the Mortgage Loans. In the event that
the Master Servicer has delegated any servicing responsibilities with respect to
the Mortgage Loans to a Subservicer, the Master Servicer shall deliver an
officer's certificate of the Subservicer as described above as to each
Subservicer as and when required with respect to the Master Servicer.

         (b) If the Servicer cannot deliver the related Annual Statement of
Compliance by [February 28th] of such year, the Indenture Trustee, at its sole
option, may permit a cure period for the Servicer to deliver such Annual
Statement of Compliance, but in no event later than [March 10th] of such year.

         Failure of the Servicer to timely comply with this Section 3.10 shall
be deemed a Servicing Default, and the Indenture Trustee may, in addition to
whatever rights the Indenture Trustee may have under this Agreement and at law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Servicer for the same. This paragraph shall supercede
any other provision in this Agreement or any other agreement to the contrary.

         Section 3.11 ASSESSMENT OF COMPLIANCE AND ATTESTATION REPORTS. On and
after January 1, 2006, the Servicer shall service and administer the Mortgage
Loans in accordance with all applicable requirements of the Servicing Criteria.
Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of
Regulation AB, the Servicer shall deliver to the Issuing Entity, the Indenture
Trustee, the Depositor, the Credit Enhancer and each Rating Agency on or before
[February 28] of each calendar year beginning in 2007, a report regarding the
Servicer's assessment of compliance (an "Assessment of Compliance") with the
Servicing Criteria during the preceding calendar year. The Assessment of
Compliance must be reasonably satisfactory to the Indenture Trustee, and as set
forth in Regulation AB, the Assessment of Compliance must contain the following:

         (a) A statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Servicer;

         (b) A statement by such officer that such officer used the Servicing
Criteria attached as Exhibit E hereto, and which will also be attached to the
Assessment of Compliance, to assess compliance with the Servicing Criteria
applicable to the Servicer;

         (c) An assessment by such officer of the Servicer's compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Servicer, that are backed by the same asset type
as the Mortgage Loans;

         (d) A statement that a registered public accounting firm has issued an
attestation report on the Servicer's Assessment of Compliance for the period
consisting of the preceding calendar year; and

         (e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a whole
involving the Servicer, that are backed by the same asset type as the Mortgage
Loans.

         Such report at a minimum shall address each of the Servicing Criteria
specified on Exhibit E hereto which are indicated as applicable to the Servicer.

         On or before [February 28] of each calendar year beginning in 2007, the
Servicer shall furnish to the Issuing Entity, the Indenture Trustee, the
Depositor, the Credit Enhancer and each Rating Agency a report (an "Attestation
Report") by a registered public accounting firm that attests to, and reports on,
the Assessment of Compliance made by the Depositor, as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which
Attestation Report must be made in accordance with standards for attestation
reports issued or adopted by the Public Company Accounting Oversight Board.

         The Servicer shall cause any subservicer, and each subcontractor
determined by the Servicer to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, to deliver to the Issuing
Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and each
Rating Agency an Assessment of Compliance and Attestation Report as and when
provided above.

         Such Assessment of Compliance, as to any subservicer, shall at a
minimum address each of the Servicing Criteria specified on Exhibit E hereto
which are indicated as applicable to any "primary servicer." Notwithstanding the
foregoing, as to any subcontractor, an Assessment of Compliance is not required
to be delivered unless it is required as part of a Form 10-K with respect to the
Trust Fund.

         If the Servicer cannot deliver any Assessment of Compliance or
Attestation Report by [February 28th] of such year, the Indenture Trustee, at
its sole option, may permit a cure period for the Servicer to deliver such
Assessment of Compliance or Attestation Report, but in no event later than
[March 10th] of such year.

         Failure of the Master Servicer to timely comply with this Section 3.11
shall be deemed a Servicing Default, and the Indenture Trustee may, in addition
to whatever rights the Indenture Trustee may have under this Agreement and at
law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations of
the Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Servicer for the same. This paragraph
shall supercede any other provision in this Agreement or any other agreement to
the contrary.

         The Indenture Trustee shall also provide an Assessment of Compliance
and Attestation Report, as and when provided above, which shall at a minimum
address each of the Servicing Criteria specified on Exhibit E hereto which are
indicated as applicable to the "indenture trustee" or "securities
administrator." In addition, the Indenture Trustee shall cause the Custodian to
deliver to the Indenture Trustee and the Depositor an Assessment of Compliance
and Attestation Report, as and when provided above, which shall at a minimum
address each of the Servicing Criteria specified on Exhibit E hereto which are
indicated as applicable to a "custodian." Notwithstanding the foregoing, as to
any Custodian, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust Fund.

         Section 3.12 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS. Whenever required by statute or regulation, the Master
Servicer shall provide to the Credit Enhancer, any Securityholder upon
reasonable request (or a regulator for a Securityholder) or the Indenture
Trustee, reasonable access to the documentation regarding the Mortgage Loans
such access being afforded without charge but only upon reasonable request and
during normal business hours at the offices of the Master Servicer. Nothing in
this Section 3.12 shall derogate from the obligation of the Master Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Mortgagors and the failure of the Master Servicer to provide access as provided
in this Section 3.12 as a result of such obligation shall not constitute a
breach of this Section 3.12.

         Section 3.13 MAINTENANCE OF CERTAIN SERVICING INSURANCE POLICIES. The
Master Servicer shall during the term of its service as servicer maintain in
force (i) a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees or agents. Each such policy or policies and
bond shall be at least equal to the coverage that would be required by FNMA or
FHLMC, whichever is greater, for Persons performing servicing for mortgage loans
purchased by such entity.

         Section 3.14 INFORMATION REQUIRED BY THE INTERNAL REVENUE SERVICE
GENERALLY AND REPORTS OF FORECLOSURES AND ABANDONMENTS OF MORTGAGED PROPERTY.
The Master Servicer shall prepare and deliver all federal and state information
reports when and as required by all applicable state and federal income tax
laws. In particular, with respect to the requirement under Section 6050J of the
Code to the effect that the Master Servicer or Subservicer shall make reports of
foreclosures and abandonments of any mortgaged property for each year beginning
in ____, the Master Servicer or Subservicer shall file reports relating to each
instance occurring during the previous calendar year in which the Master
Servicer (i) on behalf of the Depositor, acquires an interest in any Mortgaged
Property through foreclosure or other comparable conversion in full or partial
satisfaction of a Mortgage Loan, or (ii) knows or has reason to know that any
Mortgaged Property has been abandoned. The reports from the Master Servicer or
Subservicer shall be in form and substance sufficient to meet the reporting
requirements imposed by Section 6050J and Section 6050H (reports relating to
mortgage interest received) of the Code.

         Section 3.15 OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS.
Notwithstanding any provision in Section 3.07 to the contrary, the Master
Servicer may repurchase any Mortgage Loan delinquent in payment for a period of
60 days or longer for a price equal to the Repurchase Price.

<PAGE>

                                   ARTICLE IV

                              Servicing Certificate

         Section 4.01 STATEMENTS TO SECURITYHOLDERS. (a) With respect to each
Payment Date, the Master Servicer shall forward to the Indenture Trustee and the
Indenture Trustee pursuant to Section 3.26 of the Indenture shall forward or
cause to be forwarded by mail to each Certificateholder, Noteholder, the Credit
Enhancer, the Depositor, the Owner Trustee, the Certificate Paying Agent and
each Rating Agency, a statement setting forth the following information as to
the Notes and Certificates, to the extent applicable:

                  (i) the aggregate amount of (a) Security Interest Collections
         with respect to the Notes and the Certificates, (b) aggregate Security
         Principal Collections with respect to the Notes and the Certificates
         and (c) Security Collections for the related Collection Period with
         respect to the Notes and the Certificates;

                  (ii) the amount of such distribution to the Securityholders of
         the Notes and the Certificates applied to reduce the principal balance
         thereof and separately stating the portion thereof in respect of the
         Accelerated Principal Distribution Amount and the amount to be
         deposited in the Funding Account on such Payment Date;

                  (iii) the amount of such distribution to the Securityholders
         of the Notes and the Certificates allocable to interest and separately
         stating the portion thereof in respect of overdue accrued interest;

                  (iv) the Credit Enhancement Draw Amount, if any, for such
         Payment Date and the aggregate amount of prior draws thereunder not yet
         reimbursed;

                  (v) the aggregate Principal Balance of (a) the ________ Loans,
         (b) the ______ Loans, (c) the _________ Loans, as of the end of the
         preceding Collection Period and (d) all of the Mortgage Loans;

                  (vi) the Weighted Average Net Mortgage Rate for the related
         Collection Period and the Weighted Average Net Mortgage Rate for the
         aggregate of the Stated Principal Balance of (A) all of the Mortgage
         Loans and (B) the Adjustable Rate Mortgage Loans, for the following
         Collection Period;

                  (vii) the Special Capital Distribution Amount and the Required
         Special Capital Distribution Amount, in each case as the end of the
         related Collection Period; and

                  (viii) the aggregate amount of Additional Loans acquired
         during the previous Collection Period with amounts in respect of Net
         Principal Collections from the Funding Account;

                  (ix) the aggregate Liquidation Loss Amounts with respect to
         the related Collection Period, the amount of any remaining Carryover
         Loss Amount with respect to the Notes and Certificates, respectively,
         and the aggregate of the Liquidation Loss Amounts from all Collection
         Periods to date expressed as a percentage of the sum of (a) the Cut-Off
         Date Pool Balance and (b) the amount by which the Pool Balance as of
         the latest date that the Additional Loans have been transferred to the
         Depositor exceeds the Cut-Off Date Pool Balance;

                  (x) any unpaid interest on the Notes and Certificates,
         respectively, after such Distribution Date;

                  (xi) the aggregate Principal Balance of each Class of Notes
         and of the Certificates after giving effect to the distribution of
         principal on such Payment Date;

                  (xii) the respective Security Percentage applicable to the
         Notes and Certificates, after application of payments made on such
         Payment Date;

                  (xiii) the amount distributed pursuant to Section 3.05(a)(xi)
         of the Indenture on such Payment Date;

                  (xiv) the applicable record dates, accrual periods,
         determination dates for calculating distributions and general
         distribution dates;

                  (xv) the total cash flows received and the general sources
         thereof;

                  (xvi) the related amount of the Servicing Fees paid to or
         retained by the Master Servicer for the related Due Period;

                  (xvii) the amount of any Net Swap Payment payable to the
         Derivative Administrator, any Net Swap Payment payable to the Swap
         Provider, any Swap Termination Payment payable to the Derivative
         Administrator and any Swap Termination Payment payable to the Swap
         Provider;

                  (xviii) the Interest Carry Forward Amount and any Basis Risk
         Shortfall Carry Forward Amount for each Class of Certificates;

                  (xix) the Certificate Principal Balance or Certificate
         Notional Amount, as applicable, of each Class after giving effect (i)
         to all distributions allocable to principal on such Distribution Date
         and (ii) the allocation of any Applied Realized Loss Amounts for such
         Distribution Date;

                  (xx) the number and Stated Principal Balance of the Mortgage
         Loans in each Loan Group in respect of which (A) one Scheduled Payment
         is Delinquent, (B) two Scheduled Payments are Delinquent, (C) three or
         more Scheduled Payments are Delinquent and (D) foreclosure proceedings
         have been commenced, in each case as of the close of business on the
         last day of the calendar month preceding such Distribution Date and
         separately identifying such information for the (1) first lien Mortgage
         Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage
         Loans, in each such Loan Group; PROVIDED, HOWEVER, that such
         information will not be provided on the statements relating to the
         first Payment Date;

                  (xxi) the amount of Advances included in the distribution on
         such Distribution Date (including the general purpose of such
         Advances), the aggregate amount of unreimbursed Advances at the close
         of business on the Distribution Date, and the general source of funds
         for reimbursements;

                  (xxii) the cumulative amount of Applied Realized Loss Amounts
         to date;

                  (xxiii) if applicable, material modifications, extensions or
         waivers to Mortgage Loan terms, fees, penalties or payments during the
         preceding calendar month or that have become material over time;

                  (xxiv) with respect to any Mortgage Loan that was liquidated
         during the preceding calendar month, the loan number and Stated
         Principal Balance of, and Realized Loss on, such Mortgage Loan as of
         the close of business on the Determination Date preceding such
         Distribution Date;

                  (xxv) the total number and principal balance of any real
         estate owned or REO Properties as of the close of business on the
         Determination Date preceding such Distribution Date;

                  (xxvi) the three month rolling average of the percent
         equivalent of a fraction, the numerator of which is the aggregate
         Stated Principal Balance of the Mortgage Loans that are 60 days or more
         delinquent or are in bankruptcy or foreclosure or are REO Properties,
         and the denominator of which is the aggregate Stated Principal Balance
         of all of the Mortgage Loans in each case as of the close of business
         on the last day of the calendar month preceding such Distribution Date
         and separately identifying such information for the (1) first lien
         Mortgage Loans, and (2) Adjustable Rate Mortgage Loans;

                  (xxvii) the Realized Losses during the related Prepayment
         Period and the cumulative Realized Losses through the end of the
         preceding month;

                  (xxviii) whether a Trigger Event exists;

                  (xxix) updated pool composition data including the following
         with respect to each Loan Group: average loan balance, weighted average
         mortgage rate, weighted average loan-to-value ratio at origination,
         weighted average FICO at origination weighted average remaining term;
         and [NOTE - Item 1121(a)(8) requires updated pool composition
         information, the foregoing is a suggestion of what to provide]

                  (xxx) information about any additions of, substitutions for or
         removal of any Mortgage Loans from the Trust Fund, and any changes in
         the underwriting, acquisition or selection criteria as to any Mortgage
         Loans added to the Trust Fund.

         In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as an aggregate dollar amount per Note or
Certificate with a $1,000 denomination.

         Prior to the close of business on the Business Day next succeeding each
Determination Date, the Servicer shall furnish a written statement to the Owner
Trustee, the Depositor, the Certificate Paying Agent and the Indenture Trustee
setting forth (i) all the foregoing information, (ii) the aggregate amounts
required to be withdrawn from the Collection Account and deposited into the
Payment Account on the Business Day preceding the Payment Date pursuant to
Section 3.03 and (iii) the amounts (A) withdrawn from the Payment Account and
deposited to the Funding Account pursuant to Section 8.02(b) of the Indenture
and (B) withdrawn from the Funding Account and deposited to the Collection
Account pursuant to Section 8.02(c)(i) of the Indenture. The determination by
the Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Owner
Trustee and Indenture Trustee shall be protected in relying upon the same
without any independent check or verification. In addition, upon the Depositor's
written request, the Servicer shall promptly furnish information reasonably
requested by the Depositor that is reasonably available to the Servicer to
enable the Depositor to perform its federal and state income tax reporting
obligations.

<PAGE>

                                   ARTICLE V

                        Distribution and Payment Accounts

         Section 5.01 DISTRIBUTION ACCOUNT. The Master Servicer shall establish
and maintain a separate trust account (the "Distribution Account") titled
"MortgageIT Securities Corp. Trust Series 2000_-_, [for the benefit of the
Noteholders, the Certificateholders and the Credit Enhancer pursuant to the
Indenture, dated as of _______________, between MortgageIT Securities Corp.
Trust Series 200_-_ and [Name of Indenture Trustee]. The Distribution Account
shall be an Eligible Account. On the Business Day prior to each Payment Date,
(i) amounts deposited into the Distribution Account pursuant to Section 3.03(i)
hereof will be distributed by the Master Servicer in accordance with Section
____ of the [Trust] Agreement, and (ii) the portion of such amounts then
distributable with respect to the Mortgage Collateral shall be deposited into
the Payment Account. [The Master Servicer shall invest or cause the institution
maintaining the Distribution Account to invest the funds in the Distribution
Account in Eligible Investments designated in the name of the [Master Servicer],
which shall mature not later than the Business Day next preceding the Payment
Date next following the date of such investment (except that (i) any investment
in the institution with which the Distribution Account is maintained may mature
on such Payment Date and (ii) any other investment may mature on such Payment
Date if the Master Servicer shall advance funds on such Payment Date to the
Payment Account in the amount payable on such investment on such Payment Date,
pending receipt thereof to the extent necessary to make distributions on the
Securities) and shall not be sold or disposed of prior to maturity. All income
and gain realized from any such investment shall be for the benefit of the
Master Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments shall
be deposited in the Distribution Account by the Master Servicer out of its own
funds immediately as realized.]

         Section 5.02 PAYMENT ACCOUNT. The Indenture Trustee shall establish and
maintain a separate trust account (the "Payment Account") titled
"________________________________, as Indenture Trustee, for the benefit of the
Noteholders, the Certificate Paying Agent and the Credit Enhancer pursuant to
the Indenture, dated as of _______________, between MortgageIT Securities Corp.
Trust Series 200_-__ and __________________________________". The Payment
Account shall be an Eligible Account. On each Payment Date, amounts on deposit
in the Payment Account will be distributed by the Indenture Trustee in
accordance with Section 3.05 of the Indenture. The Indenture Trustee shall, upon
written request from the Master Servicer, invest or cause the institution
maintaining the Payment Account to invest the funds in the Payment Account in
Eligible Investments designated in the name of the Indenture Trustee, which
shall mature not later than the Business Day next preceding the Payment Date
next following the date of such investment (except that (i) any investment in
the institution with which the Payment 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 Payment
Account in the amount payable on such investment on such Payment Date, pending
receipt thereof to the extent necessary to make distributions on the Securities)
and shall not be sold or disposed of prior to maturity. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized.

<PAGE>

                                   ARTICLE VI

                               The Master Servicer

         Section 6.01 LIABILITY OF THE MASTER SERVICER. The Master Servicer
shall be liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by the Master Servicer herein.

         Section 6.02 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the Master
Servicer may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Master Servicer shall be a party, or any corporation succeeding to the business
of the Master Servicer, shall be the successor of the Master Servicer,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         The Master Servicer may assign its rights and delegate its duties and
obligations under this Servicing Agreement; PROVIDED that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Indenture Trustee (as pledgee of the Mortgage Collateral), the Depositor and the
Credit Enhancer, is willing to service the Mortgage Loans and executes and
delivers to the Indenture Trustee and the Depositor an agreement, in form and
substance reasonably satisfactory to the Credit Enhancer, the Indenture Trustee
and the Depositor, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer under this Servicing Agreement;
PROVIDED further that each Rating Agency's rating of the Securities in effect
immediately prior to such assignment and delegation will not be qualified,
reduced, or withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency) or considered to
be below investment grade without taking into account the Credit Enhancement
Instrument.

         Section 6.03 LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS.
Neither the Master Servicer nor any of the directors or officers or employees or
agents of the Master Servicer shall be under any liability to the Depositor, the
Issuing Entity, the Owner Trustee, the Indenture Trustee or the Securityholders
for any action taken or for refraining from the taking of any action in good
faith pursuant to this Servicing Agreement, provided, HOWEVER, that this
provision shall not protect the Master Servicer or any such Person against any
liability which would otherwise be imposed by reason of its willful misfeasance,
bad faith or gross negligence in the performance of its duties hereunder or by
reason of its reckless disregard of its obligations and duties hereunder. The
Master Servicer and any director or officer or employee or agent of the Master
Servicer may rely in good faith on any document of any kind PRIMA FACIE properly
executed and submitted by any Person respecting any matters arising hereunder.
The Master Servicer and any director or officer or employee or agent of the
Master Servicer shall be indemnified by the Depositor and held harmless against
any loss, liability or expense incurred in connection with any legal action
relating to this Servicing Agreement or the Securities, including any amount
paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b),
other than any loss, liability or expense related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Servicing Agreement) and any loss,
liability or expense incurred by reason of its willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder or by reason of its
reckless disregard of its obligations and duties hereunder. The Master Servicer
shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in
accordance with this Servicing Agreement, and which in its opinion may involve
it in any expense or liability; PROVIDED, HOWEVER, that the Master Servicer may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Servicing Agreement, and the rights and duties of
the parties hereto and the interests of the Securityholders hereunder. In such
event, the reasonable legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Depositor,
and the Master Servicer shall be entitled to be reimbursed therefor. The Master
Servicer's right to indemnity or reimbursement pursuant to this Section 6.03
shall survive any resignation or termination of the Master Servicer pursuant to
Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities
arising prior to such resignation or termination (or arising from events that
occurred prior to such resignation or termination).

         Section 6.04 MASTER SERVICER NOT TO RESIGN. Subject to the provisions
of Section 6.02, the Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that the performance
of its obligations or duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Master Servicer so causing such a conflict being of a type and
nature carried on by the Master Servicer or its subsidiaries or Affiliates at
the date of this Servicing Agreement or (ii) upon satisfaction of the following
conditions: (a) the Master Servicer has proposed a successor master servicer to
the Depositor, the Administrator and the Indenture Trustee in writing and such
proposed successor master servicer is reasonably acceptable to the Depositor,
the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each
Rating Agency shall have delivered a letter to the Depositor, the Credit
Enhancer and the Indenture Trustee prior to the appointment of the successor
master servicer stating that the proposed appointment of such successor master
servicer as Master Servicer hereunder will not result in the reduction or
withdrawal of the then current rating of the Securities; and (c) such proposed
successor master servicer is reasonably acceptable to the Credit Enhancer, as
evidenced by a letter to the Depositor and the Indenture Trustee; PROVIDED,
HOWEVER, that no such resignation by the Master Servicer shall become effective
until such successor master servicer or, in the case of (i) above, the Indenture
Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Master
Servicer's responsibilities and obligations hereunder or the Indenture Trustee,
as pledgee of the Mortgage Collateral, shall have designated a successor master
servicer in accordance with Section 7.02. Any such resignation shall not relieve
the Master Servicer of responsibility for any of the obligations specified in
Sections 7.01 and 7.02 as obligations that survive the resignation or
termination of the Master Servicer. The Master Servicer shall have no claim
(whether by subrogation or otherwise) or other action against any Securityholder
or the Credit Enhancer for any amounts paid by the Master Servicer pursuant to
any provision of this Servicing Agreement. Any such determination permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Indenture Trustee and the Credit Enhancer.

         Section 6.05 DELEGATION OF DUTIES. In the ordinary course of business,
the Master Servicer at any time may delegate any of its duties hereunder to any
Person, including any of its Affiliates, who agrees to conduct such duties in
accordance with standards comparable to those with which the Master Servicer
complies pursuant to Section 3.01. Such delegation shall not relieve the Master
Servicer of its liabilities and responsibilities with respect to such duties and
shall not constitute a resignation within the meaning of Section 6.04.

         Section 6.06 MASTER SERVICER TO PAY INDENTURE TRUSTEE'S AND OWNER
TRUSTEE'S FEES AND EXPENSES; INDEMNIFICATION. (a) The Master Servicer covenants
and agrees to pay to the Owner Trustee, the Indenture Trustee and any co-trustee
of the Indenture Trustee from time to time, and the Owner Trustee, the Indenture
Trustee and any such co-trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by each
of them in the execution of the trusts created under the Trust Agreement and the
Indenture and in the exercise and performance of any of the powers and duties
under the Trust Agreement or the Indenture, as the case may be, of the Owner
Trustee, the Indenture Trustee and any co-trustee, and the Master Servicer will
pay or reimburse the Indenture Trustee and any co-trustee upon request for all
reasonable expenses, disbursements and advances incurred or made by the
Indenture Trustee or any co-trustee in accordance with any of the provisions of
this Servicing Agreement except any such expense, disbursement or advance as may
arise from its negligence or bad faith.

         (b) The Master Servicer agrees to indemnify the Indenture Trustee and
the Owner Trustee for, and to hold the Indenture Trustee and the Owner Trustee,
as the case may be, harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Depositor and the
assets thereof, including the costs and expenses (including reasonable legal
fees and expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under any Basic Document,
provided that:

                  (i) with respect to any such claim, the Indenture Trustee or
         Owner Trustee, as the case may be, shall have given the Master Servicer
         written notice thereof promptly after the Indenture Trustee or Owner
         Trustee, as the case may be, shall have actual knowledge thereof;

                  (ii) while maintaining control over its own defense, the
         Depositor, the Indenture Trustee or Owner Trustee, as the case may be,
         shall cooperate and consult fully with the Master Servicer in preparing
         such defense; and

                  (iii) notwithstanding anything in this Servicing Agreement to
         the contrary, the Master Servicer shall not be liable for settlement of
         any claim by the Indenture Trustee or the Owner Trustee, as the case
         may be, entered into without the prior consent of the Master Servicer,
         which consent shall not be unreasonably withheld.

No termination of this Servicing Agreement shall affect the obligations created
by this Section 6.06 of the Master Servicer to indemnify the Indenture Trustee
and the Owner Trustee under the conditions and to the extent set forth herein.

         Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 6.06(b) shall not pertain to any loss, liability
or expense of the Indenture Trustee or the Owner Trustee, including the costs
and expenses of defending itself against any claim, incurred in connection with
any actions taken by the Indenture Trustee or the Owner Trustee at the direction
of the Noteholders or Certificateholders, as the case may be, pursuant to the
terms of this Servicing Agreement.

<PAGE>

                                  ARTICLE VII

                                     Default

         Section 7.01 SERVICING DEFAULT. If any one of the following events
("Servicing Default") shall occur and be continuing:

                  (i) Any failure by the Master Servicer to deposit in the
         Collection Account, the Funding Account or Payment Account any deposit
         required to be made under the terms of this Servicing Agreement which
         continues unremedied for a period of five Business Days after the date
         upon which written notice of such failure shall have been given to the
         Master Servicer by the Depositor, the Issuing Entity or the Indenture
         Trustee or to the Master Servicer, the Depositor, the Issuing Entity
         and the Indenture Trustee by the Credit Enhancer; or

                  (ii) Failure on the part of the Master Servicer duly to
         observe or perform in any material respect any other covenants or
         agreements of the Master Servicer set forth in the Securities or in
         this Servicing Agreement, which failure, in each case, materially and
         adversely affects the interests of Securityholders or the Credit
         Enhancer and which continues unremedied for a period of 45 days after
         the date on which written notice of such failure, requiring the same to
         be remedied, and stating that such notice is a "Notice of Default"
         hereunder, shall have been given to the Master Servicer by the
         Depositor, the Issuing Entity or the Indenture Trustee or to the Master
         Servicer, the Depositor, the Issuing Entity and the Indenture Trustee
         by the Credit Enhancer; or

                  (iii) The entry against the Master Servicer of a decree or
         order by a court or agency or supervisory authority having jurisdiction
         in the premises for the appointment of a trustee, conservator, receiver
         or liquidator in any insolvency, conservatorship, receivership,
         readjustment of debt, marshalling of assets and liabilities or similar
         proceedings, or for the winding up or liquidation of its affairs, and
         the continuance of any such decree or order unstayed and in effect for
         a period of 60 consecutive days; or

                  (iv) The Master Servicer shall voluntarily go into
         liquidation, consent to the appointment of a conservator, receiver,
         liquidator or similar person in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings of or
         relating to the Master Servicer or of or relating to all or
         substantially all of its property, or a decree or order of a court,
         agency or supervisory authority having jurisdiction in the premises for
         the appointment of a conservator, receiver, liquidator or similar
         person in any insolvency, readjustment of debt, marshalling of assets
         and liabilities or similar proceedings, or for the winding-up or
         liquidation of its affairs, shall have been entered against the Master
         Servicer and such decree or order shall have remained in force
         undischarged, unbonded or unstayed for a period of 60 days; or the
         Master Servicer shall admit in writing its inability to pay its debts
         generally as they become due, file a petition to take advantage of any
         applicable insolvency or reorganization statute, make an assignment for
         the benefit of its creditors or voluntarily suspend payment of its
         obligations; or

                  (v) Any failure by the Seller (so long as the Seller is the
         Master Servicer) or the Master Servicer, as the case may be, to pay
         when due any amount payable by it under the terms of the Insurance
         Agreement which continues unremedied for a period of three (3) Business
         Days after the date upon which written notice of such failure shall
         have been given to the Seller (so long as the Seller is the Master
         Servicer) or the Master Servicer, as the case may be; or

                  (vi) Failure on the part of the Seller or the Master Servicer
         to duly perform in any material respect any covenant or agreement set
         forth in the Insurance Agreement, which failure in each case materially
         and adversely affects the interests of the Credit Enhancer and
         continues unremedied for a period of 60 days after the date on which
         written notice of such failure, requiring the same to be remedied,
         shall have been given to the Depositor, the Indenture Trustee, the
         Seller or the Master Servicer, as the case may be, by the Credit
         Enhancer.

then, and in every such case, other than that set forth in (vi) hereof, so long
as a Servicing Default shall not have been remedied by the Master Servicer,
either the Depositor, subject to the direction of the Indenture Trustee as
pledgee of the Mortgage Collateral, with the consent of the Credit Enhancer, or
the Credit Enhancer, by notice then given in writing to the Master Servicer (and
to the Depositor and the Issuing Entity if given by the Credit Enhancer) and in
the case of the event set forth in (vi) hereof, the Credit Enhancer with the
consent of Securityholders at least 51% of the aggregate Principal Balance of
the Notes and the Certificates may terminate all of the rights and obligations
of the Master Servicer as servicer under this Servicing Agreement other than its
right to receive servicing compensation and expenses for servicing the Mortgage
Loans hereunder during any period prior to the date of such termination and the
Depositor, subject to the direction of the Indenture Trustee as pledgee of the
Mortgage Collateral, with the consent of the Credit Enhancer, or the Credit
Enhancer may exercise any and all other remedies available at law or equity. Any
such notice to the Master Servicer shall also be given to each Rating Agency,
the Credit Enhancer, the Depositor and the Issuing Entity. On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Servicing Agreement, whether with respect to
the Securities or the Mortgage Loans or otherwise, shall pass to and be vested
in the Depositor, subject to the direction of the Indenture Trustee as pledgee
of the Mortgage Collateral, pursuant to and under this Section 7.01; and,
without limitation, the Depositor is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of each Mortgage
Loan and related documents, or otherwise. The Master Servicer agrees to
cooperate with the Depositor in effecting the termination of the
responsibilities and rights of the Master Servicer hereunder, including, without
limitation, the transfer to the Indenture Trustee for the administration by it
of all cash amounts relating to the Mortgage Loans that shall at the time be
held by the Master Servicer and to be deposited by it in the Collection Account,
or that have been deposited by the Master Servicer in the Collection Account or
thereafter received by the Master Servicer with respect to the Mortgage Loans.
All reasonable costs and expenses (including, but not limited to, attorneys'
fees) incurred in connection with amending this Servicing Agreement to reflect
such succession as Master Servicer pursuant to this Section 7.01 shall be paid
by the predecessor Master Servicer (or if the predecessor Master Servicer is the
Indenture Trustee, the initial Master Servicer) upon presentation of reasonable
documentation of such costs and expenses.

         Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a payment on a Mortgage Loan which was due prior to the
notice terminating the Master Servicer's rights and obligations hereunder and
received after such notice, that portion to which the Master Servicer would have
been entitled pursuant to Sections 3.03 and 3.09 as well as its Servicing Fee in
respect thereof, and any other amounts payable to the Master Servicer hereunder
the entitlement to which arose prior to the termination of its activities
hereunder.

         Notwithstanding the foregoing, a delay in or failure of performance
under Section 7.01(i) or under Section 7.01(ii) after the applicable grace
periods specified in such Sections, shall not constitute a Master Servicer
Default if such delay or failure could not be prevented by the exercise of
reasonable diligence by the Master Servicer and such delay or failure was caused
by an act of God or the public enemy, acts of declared or undeclared war, public
disorder, rebellion or sabotage, epidemics, landslides, lightning, fire,
hurricanes, earthquakes, floods or similar causes. The preceding sentence shall
not relieve the Master Servicer from using reasonable efforts to perform its
respective obligations in a timely manner in accordance with the terms of this
Servicing Agreement and the Master Servicer shall provide the Indenture Trustee,
the Credit Enhancer and the Securityholders with notice of such failure or delay
by it, together with a description of its efforts to so perform its obligations.
The Master Servicer shall immediately notify the Indenture Trustee, the Credit
Enhancer and the Owner Trustee in writing of any Master Servicer Default.

         Section 7.02 INDENTURE TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On
and after the time the Master Servicer receives a notice of termination pursuant
to Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture
Trustee on behalf of the Noteholders shall be the successor in all respects to
the Master Servicer in its capacity as master servicer under this Servicing
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Master Servicer by the terms and provisions hereof. Nothing in
this Servicing Agreement or in the Trust Agreement shall be construed to permit
or require the Indenture Trustee to (i) succeed to the responsibilities, duties
and liabilities of the initial Master Servicer in its capacity as Seller under
the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any
act or omission of the Master Servicer prior to the issuance of a notice of
termination hereunder, (iii) require or obligate the Indenture Trustee, in its
capacity as successor Master Servicer, to purchase, repurchase or substitute any
Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any
other Master Servicer, or (v) be responsible for the representations and
warranties of the Master Servicer. As compensation therefor, the Indenture
Trustee shall be entitled to such compensation as the Master Servicer would have
been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as
successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so
to act, the Indenture Trustee on behalf of the Mortgage Collateral holders may
(in the situation described in clause (i)) or shall (in the situation described
in clause (ii)) appoint or petition a court of competent jurisdiction to appoint
any established housing and home finance institution, bank or other mortgage
loan or home equity loan servicer having a net worth of not less than
$10,000,000 as the successor to the Master Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided that any such successor Master Servicer shall be
acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior
written consent which consent shall not be unreasonably withheld and provided
further that the appointment of any such successor Master Servicer will not
result in the qualification, reduction or withdrawal of the ratings assigned to
the Securities by the Rating Agencies. Pending appointment of a successor to the
Master Servicer hereunder, unless the Indenture Trustee is prohibited by law
from so acting, the Indenture Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the successor
shall be entitled to receive compensation out of payments on Mortgage Loans in
an amount equal to the compensation which the Master Servicer would otherwise
have received pursuant to Section 3.09 (or such lesser compensation as the
Indenture Trustee and such successor shall agree). The appointment of a
successor Master Servicer shall not affect any liability of the predecessor
Master Servicer which may have arisen under this Servicing Agreement prior to
its termination as Master Servicer (including, without limitation, the
obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any
deductible under an insurance policy pursuant to Section 3.04 or to indemnify
the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master
Servicer be liable for any acts or omissions of the predecessor Master Servicer
or for any breach by such Master Servicer of any of its representations or
warranties contained herein or in any related document or agreement. The
Indenture Trustee and such successor shall take such action, consistent with
this Servicing Agreement, as shall be necessary to effectuate any such
succession.

         (b) Any successor, including the Indenture Trustee on behalf of the
Noteholders, to the Master Servicer as servicer shall during the term of its
service as servicer (i) continue to service and administer the Mortgage Loans
for the benefit of the Securityholders, (ii) maintain in force a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as Master Servicer hereunder and a fidelity bond in respect of its
officers, employees and agents to the same extent as the Master Servicer is so
required pursuant to Section 3.13.

         (c) Any successor Master Servicer, including the Indenture Trustee on
behalf of the Mortgage Collateral holders, shall not be deemed in default or to
have breached its duties hereunder if the predecessor Master Servicer shall fail
to deliver any required deposit to the Collection Account or otherwise cooperate
with any required servicing transfer or succession hereunder.

         Section 7.03 NOTIFICATION TO SECURITYHOLDERS. Upon any termination or
appointment of a successor to the Master Servicer pursuant to this Article VII
or Section 6.04, the Indenture Trustee shall give prompt written notice thereof
to the Securityholders, the Credit Enhancer, the Depositor, the Issuing Entity
and each Rating Agency.

<PAGE>

                                  ARTICLE VIII

                            Miscellaneous Provisions

         Section 8.01 AMENDMENT. This Servicing Agreement may be amended from
time to time by the parties hereto, provided that any amendment be accompanied
by a letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to the Securities and the
consent of the Credit Enhancer and the Indenture Trustee.

         Section 8.02 GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

         Section 8.03 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, to (a) in
the case of the Master Servicer, [Name and Address of Master Servicer], (b) in
the case of the Credit Enhancer, ________________, ________, ______________,
Attention: _________________, ___________________________, (c) in the case of
[Moody's, ___________, 4th Floor, 99 Church Street, New York, New York 10007],
(d) in the case of [Standard & Poor's, 26 Broadway, 15th Floor, New York, New
York 10004, Attention: Residential Mortgage Surveillance Group], (e) in the case
of the Owner Trustee, the Corporate Trust Office, and (f) in the case of the
Issuing Entity, to MortgageIT Securities Corp. Trust Series 200_-__, c/o
______________________, __________________, __________, ______________,
Attention: __________________________, with a copy to the Administrator at
______________ or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party. [Any notice
required or permitted to be mailed to a Securityholder shall be given by first
class mail, postage prepaid, at the address of such Securityholder as shown in
the Register. Any notice so mailed within the time prescribed in this Servicing
Agreement shall be conclusively presumed to have been duly given, whether or not
the Securityholder receives such notice. Any notice or other document required
to be delivered or mailed by the Indenture Trustee to any Rating Agency shall be
given on a reasonable efforts basis and only as a matter of courtesy and
accommodation and the Indenture Trustee shall have no liability for failure to
deliver such notice or document to any Rating Agency.]

         Section 8.04 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Servicing Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Servicing Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Servicing
Agreement or of the Securities or the rights of the Securityholders thereof.

         Section 8.05 THIRD-PARTY BENEFICIARIES. This Servicing Agreement will
inure to the benefit of and be binding upon the parties hereto, the
Securityholders, the Credit Enhancer, the Owner Trustee, the Indenture Trustee
and their respective successors and permitted assigns. Except as otherwise
provided in this Servicing Agreement, no other Person will have any right or
obligation hereunder.

         Section 8.06 COUNTERPARTS. This instrument 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 8.07 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 8.08 TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR
LIQUIDATION OF ALL MORTGAGE LOANS. The respective obligations and
responsibilities of the Master Servicer and the Depositor created hereby shall
terminate upon the last action required to be taken by the Issuing Entity
pursuant to the Trust Agreement and by the Indenture Trustee pursuant to the
Indenture following the earlier of:

                  (i) the date on or before which the Indenture or Trust
         Agreement is terminated, or

                  (ii) the purchase by the Master Servicer from the Depositor of
         all Mortgage Loans and all property acquired in respect of any Mortgage
         Loan at a price equal to the greater of (a) 100% of the unpaid
         Principal Balance of each Mortgage Loan, plus accrued and unpaid
         interest thereon at the Weighted Average Net Mortgage Rate up to the
         day preceding the Payment Date on which such amounts are to be
         distributed to Securityholders, plus any amounts due and owing to the
         Credit Enhancer under the Insurance Agreement and (b) the fair market
         value of the Mortgage Loans as determined by two bids from competitive
         participants in the adjustable home equity loan market.

The right of the Master Servicer to purchase the assets of the Depositor
pursuant to clause (ii) above is conditioned upon the Pool Balance as of the
Final Scheduled Payment Date being less than ten percent of the aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans. If such right is
exercised by the Master Servicer, the Master Servicer shall deposit the amount
calculated pursuant to clause (ii) above with the Indenture Trustee pursuant to
Section 4.10 of the Indenture and, upon the receipt of such deposit, the
Indenture Trustee or relevant Custodian shall release to the Master Servicer,
the files pertaining to the Mortgage Loans being purchased.

         The Master Servicer, at its expense, shall prepare and deliver to the
Indenture Trustee and the Owner Trustee for execution, at the time the Mortgage
Loans are to be released to the Master Servicer, appropriate documents assigning
each such Mortgage Loan from the Depositor to the Master Servicer or the
appropriate party.

         Section 8.09 CERTAIN MATTERS AFFECTING THE INDENTURE TRUSTEE. For all
purposes of this Servicing Agreement, in the performance of any of its duties or
in the exercise of any of its powers hereunder, the Indenture Trustee shall be
subject to and entitled to the benefits of Article VI of the Indenture.

         Section 8.10 AUTHORITY OF THE ADMINISTRATOR. Each of the parties to
this Agreement 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 Master Servicer and the Depositor have caused
this Servicing Agreement to be duly executed by their respective officers or
representatives all as of the day and year first above written.


                                          [NAME OF MASTER SERVICER],
                                          as Master Servicer


                                          By ___________________________________
                                             Title:



                                          MORTGAGEIT SECURITIES CORP.
                                          as Depositor


                                          By ___________________________________
                                             Title:

<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                             (Provided Upon Request)

<PAGE>

                                    EXHIBIT B

                                POWER OF ATTORNEY

                             (Provided Upon Request)

<PAGE>

                                    EXHIBIT C

                      CERTIFICATE PURSUANT TO SECTION 3.08

                             (Provided Upon Request)

<PAGE>

                                    EXHIBIT D

                           FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:      REQUEST FOR RELEASE OF DOCUMENTS

In connection with your administration of the Mortgage Collateral, we request
the release of the Mortgage File described below.

Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one)              Mortgage Loan
                                                       Prepaid in Full
                                                       Mortgage Loan Repurchased

"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Servicing Agreement."


____________________________________
[Name of Master Servicer]
Authorized Signature


TO CUSTODIAN/INDENTURE TRUSTEE: Please acknowledge this request, and check off
documents being enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Servicing Agreement.

                  Enclosed Documents:      [  ]   Promissory Note
                                           [  ]   Primary Insurance Policy
                                           [  ]   Mortgage or Deed of Trust
                                           [  ]   Assignment(s) of Mortgage or
                                                           Deed of Trust
                                           [  ]   Title Insurance Policy
                                           [  ]   Other:  ______________________

_________________________________
Name

_________________________________
Title

_________________________________
Date

<PAGE>

                                   Schedule 1

                      Mortgage Insurance Component Schedule

                             (Provided Upon Request)

<PAGE>

                                    EXHIBIT E

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE

DEFINITIONS

Primary Servicer - transaction party having borrower contact Master Servicer -
aggregator of pool assets
Securities Administrator - waterfall calculator (may be the Trustee, or may be
the Master Servicer) Back-up Servicer - named in the transaction (in the event a
Back up Servicer becomes the Primary Servicer, follow Primary Servicer
obligations) Custodian - safe keeper of pool assets Paying Agent - distributor
of funds to ultimate investor Trustee - fiduciary of the transaction

Note: The definitions above describe the essential function that the party
performs, rather than the party's title. So, for example, in a particular
transaction, the trustee may perform the "paying agent" and "securities
administrator" functions, while in another transaction, the securities
administrator may perform these functions.

Where there are multiple checks for criteria the attesting party will identify
in their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.

KEY:     X - OBLIGATION
         [X] - UNDER CONSIDERATION FOR OBLIGATION

<TABLE>
<CAPTION>
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                                                             PRIMARY      MASTER    SECURITIES                 PAYING
REG AB REFERENCE SERVICING CRITERIA                          SERVICER    SERVICER      ADMIN      CUSTODIAN    AGENT      TRUSTEE
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------

                 GENERAL SERVICING CONSIDERATIONS

---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
<C>              <C>                                            <C>          <C>         <C>         <C>        <C>          <C>
1122(d)(1)(i)    Policies and  procedures  are instituted       X            X           X                                   X
                 to  monitor  any  performance  or  other                                                               (Sec. 9.01)
                 triggers   and   events  of  default  in
                 accordance    with    the    transaction
                 agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(1)(ii)   If  any  material  servicing  activities       X            X           X
                 are   outsourced   to   third   parties,
                 policies and  procedures  are instituted
                 to    monitor    the    third    party's
                 performance  and  compliance  with  such
                 servicing activities.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Any   requirements  in  the  transaction
                 agreements   to   maintain   a   back-up
                 servicer   for  the  Pool   Assets   are
1122(d)(1)(iii)  maintained.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(1)(iv)   A   fidelity   bond   and   errors   and       X            X
                 omissions  policy  is in  effect  on the
                 party  participating  in  the  servicing
                 function    throughout   the   reporting
                 period  in  the   amount   of   coverage
                 required by and  otherwise in accordance
                 with  the   terms  of  the   transaction
                 agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------

                 CASH COLLECTION AND ADMINISTRATION

---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(2)(i)    Payments  on pool  assets are  deposited       X            X           X                       X
                 into  the  appropriate   custodial  bank
                 accounts  and  related   bank   clearing
                 accounts no more than two business  days
                 following receipt,  or such other number
                 of  days  specified  in the  transaction
                 agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Disbursements  made via wire transfer on       X            X           X                       X           X
                 behalf of an obligor  or to an  investor
1122(d)(2)(ii)   are made only by authorized personnel.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Advances   of   funds   or    guarantees       X            X           X                       X           X
                 regarding  collections,  cash  flows  or                                                               (Sec. 8.01)
                 distributions,   and  any   interest  or
                 other fees  charged  for such  advances,
                 are  made,   reviewed  and  approved  as
                 specified     in     the     transaction
1122(d)(2)(iii)  agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 The    related    accounts    for    the                   [X]                                              X
                 transaction,   such  as   cash   reserve
                 accounts  or accounts  established  as a
                 form  of  over  collateralization,   are
                 separately    maintained   (e.g.,   with
                 respect to  commingling  of cash) as set
1122(d)(2)(iv)   forth in the transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Each custodial  account is maintained at       X            X           X                                   X
                 a    federally    insured     depository
                 institution   as   set   forth   in  the
                 transaction agreements.  For purposes of
                 this   criterion,   "federally   insured
                 depository  institution" with respect to
                 a foreign financial  institution means a
                 foreign   financial   institution   that
                 meets   the    requirements    of   Rule
                 13k-1(b)(1) of the  Securities  Exchange
1122(d)(2)(v)    Act.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Unissued  checks are  safeguarded  so as       X
1122(d)(2)(vi)   to prevent unauthorized access.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(2)(vii)  Reconciliations   are   prepared   on  a       X            X           X                       X           X
                 monthly   basis  for  all   asset-backed
                 securities    related   bank   accounts,
                 including    custodial    accounts   and
                 related bank  clearing  accounts.  These
                 reconciliations  are (A)  mathematically
                 accurate;   (B)   prepared   within   30
                 calendar  days after the bank  statement
                 cutoff  date,  or such  other  number of
                 days   specified   in  the   transaction
                 agreements;  (C)  reviewed  and approved
                 by  someone  other  than the  person who
                 prepared  the  reconciliation;  and  (D)
                 contain   explanations  for  reconciling
                 items.   These   reconciling  items  are
                 resolved  within  90  calendar  days  of
                 their original  identification,  or such
                 other  number of days  specified  in the
                 transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------

                 INVESTOR REMITTANCES AND REPORTING

---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(3)(i)    Reports to  investors,  including  those       X            X           X                                   X
                 to be  filed  with the  Commission,  are
                 maintained   in   accordance   with  the
                 transaction  agreements  and  applicable
                 Commission  requirements.  Specifically,
                 such   reports   (A)  are   prepared  in
                 accordance  with  timeframes  and  other
                 terms  set  forth  in  the   transaction
                 agreements;   (B)  provide   information
                 calculated in accordance  with the terms
                 specified     in     the     transaction
                 agreements;   (C)  are  filed  with  the
                 Commission  as required by its rules and
                 regulations;    and   (D)   agree   with
                 investors' or the  trustee's  records as
                 to the total  unpaid  principal  balance
                 and number of Pool  Assets  serviced  by
                 the Servicer.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Amounts due to investors  are  allocated       X            X           X                       X           X
                 and   remitted   in   accordance    with
                 timeframes,  distribution  priority  and
                 other    terms    set   forth   in   the
1122(d)(3)(ii)   transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Disbursements  made to an  investor  are       X            X           X                       X           X
                 posted  within two business  days to the
                 Servicer's  investor  records,  or  such
                 other  number of days  specified  in the
1122(d)(3)(iii)  transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Amounts  remitted to  investors  per the       X            X           X                       X           X
                 investor  reports  agree with  cancelled
                 checks,  or other  form of  payment,  or
1122(d)(3)(iv)   custodial bank statements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------

                 POOL ASSET ADMINISTRATION

---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(4)(i)    Collateral  or  security  on pool assets       X            X
                 is   maintained   as   required  by  the
                 transaction  agreements  or related pool
                 asset documents.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(4)(ii)   Pool  assets and related  documents  are       X            X
                 safeguarded    as    required   by   the
                 transaction agreements
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(4)(iii)  Any      additions,      removals     or       X            X                                               X
                 substitutions  to  the  asset  pool  are
                 made,    reviewed    and   approved   in
                 accordance   with  any   conditions   or
                 requirements    in    the    transaction
                 agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(4)(iv)   Payments on pool assets,  including  any       X
                 payoffs,  made in  accordance  with  the
                 related pool asset  documents are posted
                 to  the   Servicer's   obligor   records
                 maintained  no more  than  two  business
                 days  after   receipt,   or  such  other
                 number   of   days   specified   in  the
                 transaction  agreements,  and  allocated
                 to  principal,  interest  or other items
                 (e.g.,  escrow) in  accordance  with the
                 related pool asset documents.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 The  Servicer's  records  regarding  the       X
                 pool  assets  agree with the  Servicer's
                 records  with  respect  to an  obligor's
1122(d)(4)(v)    unpaid principal balance.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Changes  with  respect  to the  terms or       X            X
                 status  of  an  obligor's   pool  assets
                 (e.g., loan  modifications or re-agings)
                 are  made,   reviewed  and  approved  by
                 authorized  personnel in accordance with
                 the  transaction  agreements and related
1122(d)(4)(vi)   pool asset documents.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Loss  mitigation  or  recovery   actions       X            X
                 (e.g., forbearance plans,  modifications
                 and   deeds  in  lieu  of   foreclosure,
                 foreclosures   and   repossessions,   as
                 applicable)  are  initiated,   conducted
                 and  concluded  in  accordance  with the
                 timeframes    or   other    requirements
                 established    by    the     transaction
1122(d)(4)(vii)  agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(4)(viii) Records  documenting  collection efforts       X
                 are maintained  during the period a pool
                 asset is delinquent  in accordance  with
                 the   transaction    agreements.    Such
                 records  are  maintained  on at  least a
                 monthly  basis,  or  such  other  period
                 specified     in     the     transaction
                 agreements,  and  describe  the entity's
                 activities  in   monitoring   delinquent
                 pool  assets  including,   for  example,
                 phone   calls,   letters   and   payment
                 rescheduling   plans  in   cases   where
                 delinquency is deemed  temporary  (e.g.,
                 illness or unemployment).
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(4)(ix)   Adjustments  to interest  rates or rates       X            X
                 of return for pool assets with  variable
                 rates are computed  based on the related
                 pool asset documents.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
1122(d)(4)(x)    Regarding  any  funds  held in trust for       X
                 an  obligor  (such as escrow  accounts):
                 (A)  such   funds   are   analyzed,   in
                 accordance   with  the  obligor's   pool
                 asset  documents,  on at least an annual
                 basis,  or such other  period  specified
                 in  the  transaction   agreements;   (B)
                 interest  on  such  funds  is  paid,  or
                 credited,   to  obligors  in  accordance
                 with  applicable  pool  asset  documents
                 and state  laws;  and (C) such funds are
                 returned  to  the   obligor   within  30
                 calendar  days of full  repayment of the
                 related  pool  assets,   or  such  other
                 number   of   days   specified   in  the
                 transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Payments  made on behalf  of an  obligor       X
                 (such as tax or insurance  payments) are
                 made on or before  the  related  penalty
                 or  expiration  dates,  as  indicated on
                 the  appropriate  bills or  notices  for
                 such   payments,   provided   that  such
                 support   has  been   received   by  the
                 servicer  at  least  30  calendar   days
                 prior  to  these  dates,  or such  other
                 number   of   days   specified   in  the
1122(d)(4)(xi)   transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Any   late   payment   penalties   in  X
                 connection  with any  payment to be made
                 on  behalf of an  obligor  are paid from
                 the Servicer's  funds and not charged to
                 the obligor, unless the late payment was
                 due to the obligor's error or
1122(d)(4)(xii)  omission.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Disbursements  made  on  behalf  of an X
                 obligor are posted  within two  business
                 days to the obligor's records maintained
                 by the servicer, or such other number of
                 days   specified   in  the   transaction
1122(d)(4)(xiii) agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Delinquencies,      charge-offs      and                    X           X                                   X
                 uncollectible  accounts  are  recognized
                 and  recorded  in  accordance  with  the
1122(d)(4)(xiv)  transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
                 Any  external  enhancement  or other X X
                 support,  identified in Item  1114(a)(1)
                 through  (3) or Item 1115 of  Regulation
                 AB,  is  maintained  as set forth in the
1122(d)(4)(xv)   transaction agreements.
---------------- ----------------------------------------- ------------ ----------- ------------ ----------- ---------- ------------
</TABLE>