Exhibit 4.1
                                  -----------


================================================================================




                           MORTGAGEIT SECURITIES CORP.


                                    Company,


                            [NAME OF MASTER SERVICER]


                                Master Servicer,


                                       and

                               [NAME OF TRUSTEE],

                                     Trustee



                         POOLING AND SERVICING AGREEMENT
                         Dated as of_____________1, 200_



                       Mortgage Pass-Through Certificates
                                 Series 200_-__


================================================================================




<PAGE>


<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

                                                     ARTICLE I

                                                    DEFINITIONS
<S>                                                                                                             <C>
                  SECTION  1.01.    Defined Terms...............................................................-2-

                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES
                  SECTION  2.01.    Conveyance of Mortgage Loans...............................................-25-
                  SECTION  2.02.    Acceptance of the Trust Fund by the Trustee................................-28-
                  SECTION  2.03.    Representations, Warranties and Covenants of the Master Servicer and the
                                    Company....................................................................-29-
                  SECTION  2.04.    Representations and Warranties of the Seller; Repurchase and
                                    Substitution...............................................................-31-
                  SECTION  2.05.    Issuance of Certificates Evidencing Interests in the Trust Fund............-33-

                                                    ARTICLE III

                                   ADMINISTRATION AND SERVICING OF THE TRUST FUND
                  SECTION  3.01.    Master Servicer to Act as Master Servicer..................................-34-
                  SECTION  3.02.    Sub-Servicing Agreements Between Master Servicer and Sub- Servicers........-35-
                  SECTION  3.03.    Successor Sub-Servicers....................................................-36-
                  SECTION  3.04.    Liability of the Master Servicer...........................................-36-
                  SECTION  3.05.    No Contractual Relationship Between Sub-Servicers and  Trustee
                                    or Certificateholders......................................................-36-
                  SECTION  3.06.    Assumption or Termination of Sub-Servicing Agreements by  Trustee..........-37-
                  SECTION  3.07.    Collection of Certain Mortgage Loan Payments...............................-37-
                  SECTION  3.08.    Sub-Servicing Accounts.....................................................-37-
                  SECTION  3.09.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts.....-38-
                  SECTION  3.10.    Custodial Account..........................................................-38-
                  SECTION  3.11.    Permitted Withdrawals From the Custodial Account...........................-40-
                  SECTION  3.12.    Permitted Instruments......................................................-41-
                  SECTION  3.13.    Maintenance of Primary Mortgage Insurance and Primary Hazard
                                    Insurance..................................................................-41-
                  SECTION  3.14.    Enforcement of Due-on-Sale Clauses; Assumption Agreements..................-43-
                  SECTION  3.15.    Realization Upon Defaulted Mortgage Loans..................................-44-
                  SECTION  3.16.    Trustee to Cooperate; Release of Mortgage Files............................-45-
                  SECTION  3.17.    Servicing Compensation.....................................................-46-
                  SECTION  3.18.    Maintenance of Certain Servicing Policies..................................-46-
                  SECTION  3.19.    Annual Statement as to Compliance..........................................-47-


                                                        -i-

<PAGE>



                  SECTION  3.20.    Annual Independent Public Accountants' Servicing Statement.................-47-
                  SECTION  3.21.    Access to Certain Documentation............................................-48-
                  SECTION  3.22.    Title, Conservation and Disposition of REO Property........................-48-
                  SECTION  3.23.    Additional Obligations of the Master Servicer..............................-50-
                  SECTION  3.24.    Additional Obligations of the Company......................................-51-

                                                    ARTICLE IV

                                          PAYMENTS TO CERTIFICATEHOLDERS
                  SECTION  4.01.    Certificate Account; Distributions.........................................-52-
                  SECTION  4.02.    Statements to Certificateholders...........................................-55-
                  SECTION  4.03.    Remittance Reports; Advances by the Master Servicer........................-57-
                  SECTION  4.04.    Allocation of Realized Losses..............................................-59-
                  SECTION  4.05.    Information Reports to be Filed by the Master Servicer.....................-60-
                  SECTION  4.06.    Compliance with Withholding Requirements...................................-60-

                                                     ARTICLE V

                                                 THE CERTIFICATES
                  SECTION  5.01.    The Certificates...........................................................-61-
                  SECTION  5.02.    Registration of Transfer and Exchange of Certificates......................-62-
                  SECTION  5.03.    Mutilated, Destroyed, Lost or Stolen Certificates..........................-66-
                  SECTION  5.04.    Persons Deemed Owners......................................................-66-

                                                    ARTICLE VI

                                        THE COMPANY AND THE MASTER SERVICER
                  SECTION  6.01.    Liability of the Company and the Master Servicer...........................-67-
                  SECTION  6.02.    Merger, Consolidation or Conversion of the Company or the Master
                                    Servicer...................................................................-67-
                  SECTION  6.03.    Limitation on Liability of the Company, the Master Servicer
                                    and Others.................................................................-67-
                  SECTION  6.04.    Limitation on Resignation of the Master Servicer...........................-68-

                                                    ARTICLE VII

                                                      DEFAULT
                  SECTION  7.01.    Events of Default..........................................................-69-
                  SECTION  7.02.    Trustee to Act; Appointment of Successor...................................-71-
                  SECTION  7.03.    Notification to Certificateholders.........................................-72-
                  SECTION  7.04.    Waiver of Events of Default................................................-72-

                                                   ARTICLE VIII

                                              CONCERNING THE TRUSTEE
                  SECTION  8.01.    Duties of Trustee..........................................................-73-
                  SECTION  8.02.    Certain Matters Affecting the Trustee......................................-74-
                  SECTION  8.03.    Trustee Not Liable for Certificates or Mortgage Loans......................-75-


                                                       -ii-

<PAGE>



                  SECTION  8.04.    Trustee May Own Certificates...............................................-75-
                  SECTION  8.05.    Payment of Trustee's Fees..................................................-75-
                  SECTION  8.06.    Eligibility Requirements for Trustee.......................................-76-
                  SECTION  8.07.    Resignation and Removal of the Trustee.....................................-76-
                  SECTION  8.08.    Successor Trustee..........................................................-77-
                  SECTION  8.09.    Merger or Consolidation of Trustee.........................................-78-
                  SECTION  8.10.    Appointment of Co-Trustee or Separate Trustee..............................-78-

                                                    ARTICLE IX

                                                    TERMINATION
                  SECTION  9.01.    Termination Upon Repurchase or Liquidation of All
                                    Mortgage Loans.............................................................-80-
                  SECTION  9.02.    Additional Termination Requirements........................................-81-

                                                     ARTICLE X

                                                 REMIC PROVISIONS
                  SECTION  10.01.   REMIC Administration.......................................................-83-
                  SECTION  10.02.   Prohibited Transactions and Activities.....................................-85-
                  SECTION  10.03.   Master Servicer and Trustee Indemnification................................-86-

                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS
                  SECTION  11.01.   Amendment..................................................................-87-
                  SECTION  11.02.   Recordation of Agreement; Counterparts.....................................-88-
                  SECTION  11.03.   Limitation on Rights of Certificateholders. ...............................-88-
                  SECTION  11.04.   Governing Law..............................................................-89-
                  SECTION  11.05.   Notices....................................................................-89-
                  SECTION  11.06.   Severability of Provisions.................................................-90-
                  SECTION  11.07.   Successors and Assigns; Third Party Beneficiary............................-90-
                  SECTION  11.08.   Article and Section Headings...............................................-90-
                  SECTION  11.09.   Notice to Rating Agencies and Certificateholder............................-90-
</TABLE>


Exhibit A-1     Form of Class A Certificate
Exhibit A-2     Form of Class B Certificate
Exhibit B       Form of Class R Certificate
Exhibit C       Form of Trustee Initial Certification
Exhibit D       Form of Trustee Final Certification
Exhibit E       Form of Remittance Report
Exhibit F-1     Request for Release
Exhibit F-2     Request for Release for Mortgage Loans Paid in Full
Exhibit G-1     Form of Investor Representation Letter


                                      -iii-

<PAGE>



Exhibit G-2      Form of Transferor Representation Letter
Exhibit G-3      Transferor Affidavit and Agreement in connection with transfer
                 of Residual Certificates
Exhibit G-4      Form of Transferor Certificate
Exhibit G-5      Form of Investor Representation Letter for Insurance Companies
Exhibit H        Mortgage Loan Schedule
Exhibit I        Seller's Warranty Certificate
Exhibit J        Form of Notice Under Section 3.24



                                      -iv-

<PAGE>

                  This Pooling and Servicing Agreement, effective as of
_______________ 1, 200_, among MORTGAGEIT SECURITIES CORP., as the company
(together with its permitted successors and assigns, the "Company"), [NAME OF
MASTER SERVICER], as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and [NAME OF TRUSTEE], as trustee (together
with its permitted successors and assigns, the "Trustee"),

                             PRELIMINARY STATEMENT:

                  The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes
(each, a "Class"), which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein). As provided
herein, the Master Servicer will make an election to treat the segregated pool
of assets described in the definition of Trust Fund (as defined herein), and
subject to this Agreement (including the Mortgage Loans but excluding the
Initial Monthly Payment Deposit), as a real estate mortgage investment conduit
(a "REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as the "Trust Fund." The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7 and Class B Certificates will
represent ownership of "regular interests" in the Trust Fund, and the Class R
Certificates will be the sole class of "residual interests" therein, for
purposes of the REMIC Provisions (as defined herein) under federal income tax
law.

                  The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate Principal Balance, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.

                       AGGREGATE INITIAL PASS-CERTIFICATE
               INITIAL RATINGS THROUGH PRINCIPAL DESCRIPTION TYPE
                              RATE BALANCE FEATURES



                               [INSERT TABLE HERE]






                  The Mortgage Loans have an aggregate Stated Principal Balance
as of the Cut-off Date equal to $___________. The Mortgage Loans are fixed rate
mortgage loans having terms to maturity at origination or modification of not
more than 30 years.

                  In consideration of the mutual agreements herein contained,
the Company, the Master Servicer and the Trustee agree as follows:


<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION  1.01.    Defined Terms.

                  Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article.

                  "Accrued Certificate Interest": With respect to each
Distribution Date, as to any Class A Certificate (other than the Class A-5
Certificates and Class A-7 Certificates) or any Class B Certificate, one month's
interest accrued at the then applicable Pass-Through Rate on the Certificate
Principal Balance thereof immediately prior to such Distribution Date. With
respect to each Distribution Date, as to the Class A-5 Certificates and Class
A-7 Certificates, one month's interest accrued at the then applicable
Pass-Through Rate on the Notional Amount thereof immediately prior to such
Distribution Date. Accrued Certificate Interest will be calculated on the basis
of a 360-day year consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates will be reduced by the amount
of (i) Prepayment Interest Shortfalls, if any, which are not covered by payments
by the Master Servicer pursuant to Section 3.23 with respect to such
Distribution Date, (ii) the interest portion (adjusted to the related Net
Mortgage Rate) of any of Realized Losses (including Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses)
not allocated solely to one or more specific Classes of Certificates pursuant to
Section 4.04 (which, with respect to the pro rata portion thereof allocated to
the Class A-1, Class A-5 and Class A-6 Certificates will be allocated first to
the Class A-6 Certificates and second to the Class A-1 and Class A-5
Certificates on a pro rata basis to the extent such Realized Losses are Default
Losses), (iii) the interest portion of Advances previously made with respect to
a Mortgage Loan or REO Property which remained unreimbursed following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO Property that was
made with respect to delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, and (iv) any other interest shortfalls not covered by the
subordination provided by the Class B Certificates pursuant to Section 4.04,
including interest that is not collectible from the Mortgagor pursuant to the
Relief Act or similar legislation or regulations as in effect from time to time;
with all such reductions allocated among the Classes of Certificates, in
proportion to their respective amounts of Accrued Certificate Interest which
would have resulted absent such reductions. In addition to that portion of the
reductions described in the preceding sentence, Accrued Certificate Interest on
the Class B Certificates will be reduced by the interest portion (adjusted to
the related Net Mortgage Rate) of Realized Losses that are allocated solely to
the Class B Certificates pursuant to Section 4.04.

                  "Advance": As to any Mortgage Loan, any advance made by the
Master Servicer on any Distribution Date pursuant to Section 4.03.

                  "Agreement": This Pooling and Servicing Agreement and all
amendments hereof.


                                       -2-

<PAGE>



                  "Anniversary":  Each anniversary of _____________ 1, 20__.

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

                  "Assignment Agreement": The Assignment and Assumption
Agreement, dated as of ____________, 200_, between [Name of Seller] and the
Company relating to the transfer and assignment of the Mortgage Loans.

                  "Available Distribution Amount": With respect to each
Distribution Date, the Available Distribution Amount will be an amount equal to
(a) the sum of (i) the balance on deposit in the Custodial Account as of the
close of business on the related Determination Date and (ii) the aggregate
amount of any Advances made, all required amounts pursuant to Section 3.22 and
all amounts required to be paid by the Master Servicer pursuant to Sections 3.13
and 3.23 by deposits into the Certificate Account on the immediately preceding
Certificate Account Deposit Date, reduced by (b) the sum, as of the close of
business on the related Determination Date of (i) Monthly Payments collected but
due during a Due Period subsequent to the Due Period ending on the first day of
the month of the related Distribution Date, (ii) all interest or other income
earned on deposits in the Custodial Account, (iii) any other amounts
reimbursable or payable to the Master Servicer or any other Person pursuant to
Section 3.11, (iv) Insurance Proceeds, Liquidation Proceeds, Principal
Prepayments, REO Proceeds and the proceeds of Mortgage Loan purchases (or
amounts received in connection with substitutions) made pursuant to Section 2.02
and 2.04, in each case received or made in the month of such Distribution Date
and (v) the Trustee's Fee.

                  "Bankruptcy Amount": As of any date of determination, an
amount, equal to the excess, if any, of (A) $_______, over (B) the aggregate
amount of Bankruptcy Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.04.

                  The Bankruptcy Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.

                  "Bankruptcy Code": The United States Bankruptcy Code of 1978,
as amended.



                                       -3-

<PAGE>



                  "Bankruptcy Loss": With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however, that a
Deficient Valuation or a Debt Service Reduction shall not be deemed a Bankruptcy
Loss hereunder so long as the Master Servicer has notified the Trustee in
writing that the Master Servicer is diligently pursuing any remedies that may
exist in connection with the related Mortgage Loan and either (A) the related
Mortgage Loan is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related Mortgage Loan
and any related escrow payments in respect of such Mortgage Loan are being
advanced on a current basis by the Master Servicer, in either case without
giving effect to any Deficient Valuation or Debt Service Reduction.

                  "Business Day": Any day other than (i) a Saturday or a Sunday
or (ii) a day on which banking institutions in the State of ______________ or
the State of ______________ (and such other state or states in which the
Custodial Account or the Certificate Account are at the time located) are
required or authorized by law or executive order to be closed.

                  "Cash Liquidation": As to any defaulted Mortgage Loan other
than a Mortgage Loan as to which an REO Acquisition occurred, the final receipt
by or on behalf of the Master Servicer of all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.

                  "Certificate":  Any Class A, Class B or Class R Certificate.

                  "Certificate Account": The account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled
"___________________________________, as trustee, in trust for the registered
holders of MortgageIT Securities Corp., Mortgage Pass-Through Certificates,
Series 200_-__" and which must be an Eligible Account.

                  "Certificate Account Deposit Date": The 20th day (or if such
20th day is not a Business Day, the Business Day immediately preceding such 20th
day) of the month.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that, neither a
Disqualified Organization nor a Non-United States Person shall be a Holder of a
Class R Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Company or the Master Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of
Voting Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee shall be entitled to rely upon
a certification of the Company or the Master Servicer in determining if any
Certificates are registered in the name of a respective affiliate.



                                       -4-

<PAGE>



                  "Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Company
Participant acts as agent, if any, and otherwise on the books of a Company
Participant, if any, and otherwise on the books of the Company.

                  "Certificate Principal Balance": With respect to each Class A
Certificate (other than a Class A-5 Certificate or Class A-7 Certificate), on
any date of determination, an amount equal to (i) the Initial Certificate
Principal Balance of such Certificate as specified on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal Balance thereof pursuant to Section 4.02(b) and
(y) the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor Certificate) pursuant to Section 4.04.
With respect to the Class B Certificates, on any date of determination, an
amount equal to the Percentage Interest evidenced by such Certificate times the
excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. The Class A-5 Certificates,
Class A-7 Certificates and Class R Certificates have no Certificate Principal
Balance.

                  "Certificate Register": The register maintained pursuant to
Section 5.02.

                  "Class": Collectively, all of the Certificates bearing the
same designation.

                  "Class A Certificate": Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6 or Class A-7 Certificates, executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A-1, each such Certificate evidencing an
interest designated as a "regular interest" in the Trust Fund for purposes of
the REMIC Provisions.

                  "Class B Certificate": The Class B Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit A-2 and evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the REMIC Provisions.

                  "Class B Percentage": With respect to any Distribution Date,
the lesser of (i) 100% minus the Senior Percentage and (ii) a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B Certificates immediately prior to such date and
the denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date.

                  "Class R Certificate": Any one of the Class R Certificates
executed and delivered by the Trustee substantially in the form annexed hereto
as Exhibit B and evidencing an interest designated as a "residual interest" in
the REMIC for purposes of the REMIC Provisions.


                                      -5-

<PAGE>



                  "Closing Date" : _______________ ___, 20__.

                  "Code":   The Internal Revenue Code of 1986.

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

                  "Company": MortgageIT Securities Corp., or its successor in
interest.

                  "Corporate Trust Office": The principal office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this instrument is located at _____________________, Attention:
__________________ Series 200_-__.

                  "Credit Support Depletion Date": The first Distribution Date
on which the Senior Percentage equals 100%.

                  "Custodial Account": The custodial account or accounts created
and maintained pursuant to Section 3.10 in a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.10 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.

                  "Cut-off Date":  _____________ 1, 200_.

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

                  "Default Loss": Any Realized Loss that is attributable to the
related Mortgagor's failure to make any payment of principal or interest as
required under the Mortgage Note, excluding Special Hazard Losses (or any other
loss resulting from damage to a Mortgaged Property), Bankruptcy Losses, Fraud
Losses, or other losses of a type not covered by the subordination provided by
the Class B Certificates pursuant to Section 4.04.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding


                                       -6-

<PAGE>



indebtedness under the Mortgage Loan, which valuation results from a proceeding
initiated by the Mortgagor under the Bankruptcy Code.

                  "Definitive Certificate": Any definitive, fully registered
Certificate.

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.

                  "Determination Date": The 15th day (or if such 15th day is not
a Business Day, the Business Day immediately preceding such 15th day) of the
month of the related Distribution Date.

                  "Disqualified Organization": Any of the following: (i) the
United States, any State or any political subdivision thereof, any possession of
the United States or any agency or instrumentality of any of the foregoing
(other than an instrumentality which is a corporation, if all of its activities
are subject to tax and, except for the Freddie Mac, a majority of its board of
directors is not selected by any such governmental unit), (ii) a foreign
government, international organization or any agency or instrumentality of
either the foregoing, (iii) an organization (except certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from tax
imposed by Chapter 1 of the Code (unless such organization is subject to the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381 of the Code
or (v) any other Person so designated by the Trustee based on an Opinion of
Counsel obtained by the Trustee, at the expense of the Trust Fund, (which
opinion shall be sought only if the Trustee has actual knowledge that the
holding of an Ownership Interest in a Class R Certificate by such Person may
cause the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates, other than such Person, to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person). The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

                  "Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day commencing on _______ 25, 20__.

                  "Due Date": The first day of the month of the related
Distribution Date.

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

                  "Eligible Account": An account maintained with a federal or
state chartered depository institution (i) the short-term obligations of which
are rated by each of the Rating Agencies in its highest rating at the time of
any deposit therein, or (ii) insured by the FDIC (to the limits established by
such Corporation), the uninsured deposits in which account are otherwise secured
such that, as evidenced by an Opinion of Counsel (obtained by and at the expense
of the Person


                                       -7-

<PAGE>



requesting that the account be held pursuant to this clause (ii)) delivered to
the Trustee prior to the establishment of such account, the Certificateholders
will have a claim with respect to the funds in such account and a perfected
first priority security interest against any collateral (which shall be limited
to Permitted Instruments, each of which shall mature not later than the Business
Day immediately preceding the Distribution Date next following the date of
investment in such collateral or the Distribution Date if such Permitted
Instrument is an obligation of the institution that maintains the Certificate
Account or Custodial Account) securing such funds that is superior to claims of
any other depositors or general creditors of the depository institution with
which such account is maintained or (iii) a trust account or accounts maintained
with a federal or state chartered depository institution or trust company with
trust powers acting in its fiduciary capacity or (iv) an account or accounts of
a depository institution acceptable to the Rating Agencies (as evidenced in
writing by the Rating Agencies that use of any such account as the Custodial
Account or the Certificate Account will not have an adverse effect on the
then-current ratings assigned to the Classes of the Certificates then rated by
the Rating Agencies). Eligible Accounts may bear interest.

                  "Event of Default": One or more of the events described in
Section 7.01.

                  "Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.

                  "Excess Fraud Loss": Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.

                  "Excess Special Hazard Loss": Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard Amount.

                  "Extraordinary Events": Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or resulting in a loss
which causes the liquidation of such Mortgage Loan:

                  (a) losses that are of a type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.18 but are in excess of the coverage maintained
thereunder;

                  (b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such loss be
direct or indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the definition of the term
"Special Hazard Loss";

                  (c) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an actual,
impending or expected attack:



                                       -8-

<PAGE>



                  1. by any government or sovereign power, de jure or de facto,
         or by any authority maintaining or using military, naval or air forces;
         or

                  2. by military, naval or air forces; or

                  3. by an agent of any such government, power, authority or
         forces;

                  (d) any weapon of war employing atomic fission or radioactive
         force whether in time of peace or war; or

                  (e) insurrection, rebellion, revolution, civil war, usurped
         power or action taken by governmental authority in hindering, combating
         or defending against such an occurrence, seizure or destruction under
         quarantine or customs regulations, confiscation by order of any
         government or public authority; or risks of contraband or illegal
         transportation or trade.

                  "Extraordinary Losses": Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.

                  "Fannie Mae": Federal National Mortgage Association or any
successor.

                  "FDIC": Federal Deposit Insurance Corporation or any
successor.

                  ["Fitch": Fitch Ratings, or its successor in interest.]

                  "Fraud Losses": Any Realized Loss sustained by reason of a
default arising from fraud, dishonesty or misrepresentation in connection with
the related Mortgage Loan.

                  "Fraud Loss Amount": As of any date of determination after the
Cut-off Date, an amount equal to: (X) up to and including the [first]
anniversary of the Cut-off Date an amount equal to ______% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud Losses allocated to the Class B
Certificates in accordance with Section 4.04 since the Cut-off Date up to such
date of determination, (Y) from the [first] to the fifth anniversary of the
Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-off Date and (b) ______% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.04 since the
most recent anniversary of the Cut-off Date up to such date of determination. On
and after the fifth anniversary of the Cutoff Date the Fraud Loss Amount shall
be zero.

                  The Fraud Loss Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall (i) obtain
written confirmation from each Rating Agency that


                                       -9-

<PAGE>



such reduction shall not reduce the rating assigned to any Class of Certificates
by such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency and
(ii) provide a copy of such written confirmation to the Trustee.

                  "Freddie Mac":  Federal Home Loan Mortgage Corporation or any
successor.

                  "Funding Date": With respect to each Mortgage Loan, the date
on which funds were advanced by or on behalf of the Seller and interest began to
accrue thereunder.

                  "Initial Certificate Principal Balance": With respect to each
Class of Certificates, the Certificate Principal Balance of such Class of
Certificates as of the Cut-off Date as set forth in the Preliminary Statement
hereto.

                  "Insurance Policy": With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.

                  "Insurance Proceeds": Proceeds paid by any insurer pursuant to
the Primary Mortgage Insurance Policy and any other insurance policy covering a
Mortgage Loan to the extent such proceeds are not applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received during any Due Period, whether as late payments of Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but delinquent
for a previous Due Period and not previously recovered.

                  "Liquidation Proceeds": Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the taking of an
entire Mortgaged Property by exercise of the power of eminent domain or
condemnation or in connection with the liquidation of a defaulted Mortgage Loan
through trustee's sale, foreclosure sale or otherwise, other than amounts
received in respect of REO Property.

                  "Loan-to-Value Ratio": As of any date, the fraction, expressed
as a percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Collateral Value of the related Mortgaged Property.

                  "Master Servicer": [Name of Master Servicer], or any successor
master servicer appointed as herein provided.



                                      -10-

<PAGE>



                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by a Mortgagor from time to time under the related Mortgage Note as
originally executed (after adjustment, if any, for Principal Prepayments and for
Deficient Valuations occurring prior to such Due Date, and after any adjustment
by reason of any bankruptcy or similar proceeding or any moratorium or similar
waiver or grace period).

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

                  "Mortgage": The mortgage, deed of trust or any other
instrument securing the Mortgage Loan.

                  "Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement; provided, that
whenever the term "Mortgage File" is used to refer to documents actually
received by the Trustee, such term shall not be deemed to include such
additional documents required to be added unless they are actually so added.

                  "Mortgage Loan": Each of the mortgage loans, transferred and
assigned to the Trustee pursuant to Section 2.01 or Section 2.03 and from time
to time held in the Trust Fund, the Mortgage Loans originally so transferred,
assigned and held being identified in the Mortgage Loan Schedule attached hereto
as Exhibit H (and any Qualified Substitute Mortgage Loans). As used herein, the
term "Mortgage Loan" includes the related Mortgage Note and Mortgage.

                  "Mortgage Loan Schedule": As of any date of determination, the
schedule of Mortgage Loans included in the Trust Fund. The initial schedule of
Mortgage Loans with accompanying information transferred on the Closing Date to
the Trustee as part of the Trust Fund for the Certificates, attached hereto as
Exhibit H (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans) (and, for purposes of the Trustee's review of the
Mortgage Files pursuant to Section 2.02, in computer-readable form as delivered
to the Trustee), which list shall set forth the following information, if
applicable, with respect to each Mortgage Loan:

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

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

                  (iii) the Mortgage Rate;

                  (iv) the maturity date;

                  (v) the original principal balance;



                                      -11-

<PAGE>



                  (vi) the first payment date;

                  (vii) the type of Mortgaged Property;

                  (viii) the Monthly Payment in effect as of the Cut-off Date;

                  (ix) the principal balance as of the Cut-off Date;

                  (x) the occupancy status;

                  (xi) the purpose of the Mortgage Loan;

                  (xii) the Collateral Value of the Mortgaged Property;

                  (xiii) the original term to maturity;

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

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

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

                  The Mortgage Loan Schedule shall also set forth the total of
the amounts described under (ix) above for all of the Mortgage Loans. The
Mortgage Loan Schedule may be in the form of more than one schedule,
collectively setting forth all of the information required. With respect to any
Qualified Substitute Mortgage Loan, the item described in clauses (viii) shall
be set forth as the date of substitution.

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

                  "Mortgage Rate": With respect to any Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan. "Mortgaged Property": The
underlying property securing a Mortgage Loan.

                  "Mortgagor":    The obligor or obligors on a Mortgage Note.

                  "Net Mortgage Rate": As to each Mortgage Loan, a per annum
rate of interest equal to the related Mortgage Rate as in effect from time to
time minus the sum of the Servicing Fee Rate and the rate at which the Trustee's
Fee accrues.



                                      -12-

<PAGE>



                   "Nonrecoverable Advance": Any Advance previously made or
proposed to be made in respect of a Mortgage Loan which, in the good faith
judgment of the Master Servicer, will not or, in the case of a proposed Advance,
would not be ultimately recoverable from related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts reimbursable to the
Master Servicer pursuant to Section 4.01(b). The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.

                  "Non-United States Person": Any Person other than a United
States Person.

                  "Notional Amount": As of any Distribution Date, with respect
to the Class A-5 Certificates and the Class A-7 Certificates, an amount equal to
the aggregate Certificate Principal Balance of all Classes of Certificates
immediately prior to such date.

                  "Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Master Servicer or of the Sub-Servicer and
delivered to the Company and Trustee.

                  "Opinion of Counsel": A written opinion of counsel, who may be
counsel for the Company or the Master Servicer, reasonably acceptable to the
Trustee; except that any opinion of counsel relating to (a) the qualification of
any account required to be maintained pursuant to this Agreement as an Eligible
Account, (b) qualification of the Trust Fund as a REMIC, (c) compliance with the
REMIC Provisions or (d) resignation of the Master Servicer pursuant to Section
6.04 must be an opinion of counsel who (i) is in fact independent of the Company
and the Master Servicer, (ii) does not have any direct financial interest or any
material indirect financial interest in the Company or the Master Servicer or in
an affiliate of either and (iii) is not connected with the Company or the Master
Servicer as an officer, employee, director or person performing similar
functions.

                  "Optimal Percentage": A fraction, expressed as a percentage,
the numerator of which is the Certificate Principal Balance of the Class A-1
Certificates immediately prior to the applicable Distribution Date and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Class A Certificates immediately prior to such Distribution Date.

                  "Optimal Principal Distribution Amount": An amount equal to
the product of (i) the then applicable Optimal Percentage and (ii) the Senior
Principal Distribution Amount.

                  "Original Senior Percentage": _______%, which is the fraction,
expressed as a percentage, the numerator of which is the aggregate Initial
Certificate Principal Balance of the Class A Certificates and the denominator of
which is the aggregate Stated Principal Balance of the Mortgage Loans.

                  "OTS":    Office of Thrift Supervision or any successor.


                                      -13-

<PAGE>



                  "Outstanding Mortgage Loan": As to any Due Date, a Mortgage
Loan (including an REO Property) which was not the subject of a Principal
Prepayment in full, Cash Liquidation or REO Disposition and which was not
purchased or substituted for prior to such Due Date pursuant to Sections 2.02 or
2.04.

                  "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.

                  "Pass-Through Rate": With respect to the Class A Certificates
(other than the Class A-7 Certificates) and Class B Certificates and any
Distribution Date, the per annum rate set forth in the Preliminary Statement
hereto. With respect to the Class A-7 Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Mortgage Loans in the Trust Fund as of the Due Date in the month
immediately preceding the month in which such Distribution Date occurs, weighted
on the basis of the respective Stated Principal Balances of such Mortgage Loans,
which Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to the distributions thereon allocable to
principal (or, in the case of the initial Distribution Date, at the close of
business on the Cut-off Date). With respect to the Class A-7 Certificates and
the initial Distribution Date, the Pass-Through Rate is equal to ______% per
annum.

                  "Percentage Interest": With respect to any Certificate (other
than a Class A-5, Class A-7 or Class R Certificate), the undivided percentage
ownership interest in the related Class evidenced by such Certificate, which
percentage ownership interest shall be equal to the initial Certificate
Principal Balance thereof divided by the aggregate Initial Certificate Principal
Balance of all of the Certificates of the same Class. With respect to a Class
A-5 or Class A-7 Certificate, the undivided percentage ownership interest in the
related Class evidenced by such Certificate, which percentage ownership interest
shall be equal to the initial Notional Amount thereof divided by the aggregate
initial Notional Amount of all of the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.

                  "Permitted Instruments":    Any one or more of the following:

                  (i) (a) direct obligations of, or obligations fully guaranteed
         as to principal and interest by, the United States or any agency or
         instrumentality thereof, provided such obligations are backed by the
         full faith and credit of the United States and (b) direct obligations
         of, and obligations guaranteed as to timely payment by Freddie Mac or
         Fannie Mae if, at the time of investment, they are assigned the highest
         credit rating by the Rating Agencies;

                  (ii) repurchase obligations (the collateral for which is held
         by a third party or the Trustee) with respect to any security described
         in clause (i) above, provided that the


                                      -14-

<PAGE>



         short-term unsecured obligations of the party agreeing to repurchase
         such obligations are at the time rated by each Rating Agency in one of
         its two highest long-term rating categories;

                  (iii) certificates of deposit, time deposits, demand deposits
         and bankers' acceptances of any bank or trust company incorporated
         under the laws of the United States or any state thereof or the
         District of Columbia, provided that the short-term commercial paper of
         such bank or trust company (or, in the case of the principal depository
         institution in a depository institution holding company, the long-term
         unsecured debt obligations of the depository institution holding
         company) at the date of acquisition thereof has been rated by each
         Rating Agency in its highest short-term rating;

                  (iv) commercial paper (having original maturities of not more
         than nine months) of any corporation incorporated under the laws of the
         United States or any state thereof or the District of Columbia which on
         the date of acquisition has been rated by each Rating Agency in its
         highest short- term rating;

                  (v) a money market fund or a qualified investment fund rated
         by each Rating Agency in its highest rating available; and

                  (vi) if previously confirmed in writing to the Trustee, any
         other obligation or security acceptable to each Rating Agency in
         respect of mortgage pass-through certificates rated in each Rating
         Agency's highest rating category;

provided, that no such instrument shall be a Permitted Instrument if such
instrument evidences either (a) the right to receive interest only payments with
respect to the obligations underlying such instrument or (b) both principal and
interest payments derived from obligations underlying such instrument where the
principal and interest payments with respect to such instrument provide a yield
to maturity exceeding 120% of the yield to maturity at par of such underlying
obligation.

                  "Permitted Transferee": Any transferee of a Class R
Certificate other than a Disqualified Organization or a Non-United States
Person.

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

                  "Pool Strip Rate": With respect to each Mortgage Loan, the
rate per annum equal to the Net Mortgage Rate thereon minus _____% per annum.

                  "Prepayment Assumption": A prepayment assumption of _____% of
the standard prepayment assumption, used for determining the accrual of original
issue discount and market discount and premium on the Certificates for federal
income tax purposes. The standard prepayment assumption assumes a constant rate
of prepayment of mortgage loans of 0.2% per annum of the then


                                      -15-

<PAGE>



outstanding principal balance of such mortgage loans in the first month of the
life of the mortgage loans, increasing by an additional 0.2% per annum in each
succeeding month until the thirtieth month, and a constant 6% per annum rate of
prepayment thereafter for the life of such mortgage loans.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a partial
Principal Prepayment, a Principal Prepayment in full, or of a Cash Liquidation
or an REO Disposition during the related Prepayment Period, an amount equal to
the amount of interest that would have accrued at the applicable Net Mortgage
Rate (i) in the case of a Principal Prepayment in full, Cash Liquidation or REO
Disposition on the principal balance of such Mortgage Loan immediately prior to
such prepayment (or liquidation), commencing on the date of prepayment (or
liquidation) and ending on the last day of the month of prepayment or
liquidation or (ii) in the case of a partial Principal Prepayment, on the amount
of such prepayment, commencing on the date as of which the prepayment is applied
and ending on the last day of the month of prepayment.

                  "Prepayment Period": As to any Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs.

                  "Primary Hazard Insurance Policy": Each primary hazard
insurance policy required to be maintained pursuant to Section 3.13.

                  "Primary Mortgage Insurance Policy": Each primary mortgage
insurance policy required to be maintained pursuant to Section 3.13.

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

                  "Purchase Price": With respect to any Mortgage Loan (or REO
Property) required to be purchased pursuant to Section 2.02 or 2.04, an amount
equal to the sum of (i) 100% of the Stated Principal Balance thereof, (ii)
unpaid accrued interest (or REO Imputed Interest) at the sum of the applicable
Net Mortgage Rate, the rate at which the Trustee's Fee accrues on the Stated
Principal Balance thereof outstanding during each Due Period that such interest
was not paid or advanced, from the date through which interest was last paid by
the Mortgagor or advanced and distributed to Certificateholders together with
unpaid related Servicing Fees from the date through which interest was last paid
by the Mortgagor, in each case to the first day of the month in which such
Purchase Price is to be distributed, plus (iii) the aggregate of all Advances
made in respect thereof that were not previously reimbursed.

                  "Qualified Insurer": An insurance company duly qualified as
such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in


                                      -16-

<PAGE>



connection with the insurance policy issued by such insurer, duly authorized and
licensed in such states to transact business in such states and to write the
insurance provided by the insurance policy issued by it, approved as an insurer
by the Master Servicer, as a Fannie Mae approved mortgage insurer and having a
claims paying ability rating of at least "AA" by ________________ and which is
acceptable to _______________. Any replacement insurer with respect to a
Mortgage Loan must have at least as high a claims paying ability rating by
______________ and _______________ as the insurer it replaces had on the Closing
Date.

                  "Qualified Substitute Mortgage Loan": A Mortgage Loan
substituted by the Company for a Deleted Mortgage Loan which must, on the date
of such substitution, as confirmed in an Officers' Certificate delivered to the
Trustee, (i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of substitution (or in
the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage
Loan, an aggregate outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount
of any shortfall to be deposited by the Master Servicer, in the Custodial
Account in the month of substitution); (ii) have a Mortgage Rate and a Net
Mortgage Rate no lower than and not more than 1% per annum higher than the
Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan
as of the date of substitution; (iii) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (iv) comply with each representation and warranty set forth in
Section 2 of the Seller's Warranty Certificate; (v) have a Loan-to-Value Ratio
as of the date of substitution equal to or lower than the Loan-to-Value Ratio of
the Deleted Mortgage Loan as of such date; and (vi) be covered under a Primary
Insurance Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value
Ratio in excess of 80%. In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate principal
balances, the Mortgage Rates described in clause (ii) hereof shall be determined
on the basis of weighted average Mortgage Rates, the Net Mortgage Rates
described in clause (ii) hereof shall be satisfied as to each such mortgage
loan, the terms described in clause (iii) shall be determined on the basis of
weighted average remaining terms to maturity, the Loan-to-Value Ratios described
in clause (v) hereof shall be satisfied as to each such mortgage loan and,
except to the extent otherwise provided in this sentence, the representations
and warranties described in clause (iv) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

                  "Rating Agency": [Standard & Poor's] [Moody's] [Fitch]. If
either agency or a successor is no longer in existence, "Rating Agency" shall be
such statistical credit rating agency, or other comparable Person, designated by
the Company, notice of which designation shall be given to the Trustee and the
Master Servicer. References herein to the two highest long term debt rating
categories of a Rating Agency shall mean "AA" or better in the case of [Standard
& Poor's] [Fitch] and "Aa2" or better in the case of Moody's and references
herein to the highest short-term debt rating of a Rating Agency shall mean "A-1"
in the case of [Standard & Poor's,] and in the case of any other Rating Agency
such references shall mean such rating categories without regard to any plus or
minus.


                                      -17-

<PAGE>



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

                  "Record Date": The last Business Day of the month immediately
preceding the month of the related Distribution Date.

                  "Regular Certificate": Any of the Certificates other than the
Class R Certificates.

                  "Relief Act": The Servicemembers Relief Act of 2003, as
amended.

                  "Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.

                  "REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.

                  "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final regulations and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.

                  "Remittance Report": A report prepared by the Master Servicer
providing the information set forth in Exhibit E attached hereto.

                  "REO Acquisition": The acquisition by the Master Servicer on
behalf of the Trustee for the benefit of the Certificateholders of any REO
Property pursuant to Section 3.15.



                                      -18-

<PAGE>



                  "REO Disposition": The receipt by the Master Servicer of
Insurance Proceeds, Liquidation Proceeds and other payments and recoveries
(including proceeds of a final sale) which the Master Servicer expects to be
finally recoverable from the sale or other disposition of the REO Property.

                  "REO Imputed Interest": As to any REO Property, for any
period, an amount equivalent to interest (at the Mortgage Rate that would have
been applicable to the related Mortgage Loan had it been outstanding) on the
unpaid principal balance of the Mortgage Loan as of the date of acquisition
thereof (as such balance is reduced by any income from the REO Property treated
as a recovery of principal pursuant to Section 3.15).

                  "REO Proceeds": Proceeds, net of directly related expenses,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property and of any REO Disposition),
which proceeds are required to be deposited into the Custodial Account as and
when received.

                  "REO Property": A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibits F-1 or F-2 attached hereto.

                  "Required Insurance Policy": With respect to any Mortgage
Loan, any Insurance Policy or any other insurance policy that is required to be
maintained from time to time under this Agreement or pursuant to the provisions
of a Mortgage Loan.

                  "Residual Certificate":   Any of the Class R Certificates.

                  "Responsible Officer": When used with respect to the Trustee,
the Chairman or Vice Chairman of the Board of Directors or Trustees, the
Chairman or Vice Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, the Chairman of the Committee on Trust
Matters, any vice president, any assistant vice president, the Secretary, any
assistant secretary, the Treasurer, any assistant treasurer, the Cashier, any
assistant cashier, any trust officer or assistant trust officer, the Controller
and any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

                  "Seller":    [Name of Seller] and its successors and assigns.

                  "Seller's Warranty Certificate": The Seller's Warranty
Certificate of the Seller, dated ______ __, 20__, in the form of Exhibit I
attached hereto.



                                      -19-

<PAGE>



                  "Senior Accelerated Distribution Percentage": With respect to
any Distribution Date, the percentage indicated below:


          DISTRIBUTION DATE SENIOR ACCELERATED DISTRIBUTION PERCENTAGE

                                     [TABLE]

provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1) the outstanding principal balance of Mortgage Loans
delinquent [60] days or more averaged over the last six months, as a percentage
of the aggregate outstanding principal balance of all Mortgage Loans averaged
over the last [six] months, does not exceed [2%] and (2) Realized Losses on the
Mortgage Loans to date for such Distribution Date if occurring during the sixth,
seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing
Date are less than [30%, 35%, 40%, 45% or 50%], respectively, of the Initial
Certificate Principal Balance of the Class B Certificates or (b)(1) the
outstanding principal balance of the Mortgage Loans delinquent [60] days or more
averaged over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last [six] months,
does not exceed [4%] and (2) Realized Losses on the Mortgage Loans to date for
such Distribution Date are less than [10%] of the Initial Certificate Principal
Balance of the Class B Certificates and (ii) that for any Distribution Date on
which the Senior Percentage is greater than the Original Senior Percentage, the
Senior Accelerated Distribution Percentage for such Distribution Date shall be
100%. Notwithstanding the foregoing, upon the reduction of the aggregate
Certificate Principal Balance of the Class A Certificates to zero, the Senior
Accelerated Distribution Percentage shall thereafter be 0%.

                  "Senior Percentage": As of any Distribution Date, the lesser
of 100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date.

                  "Senior Principal Distribution Amount": As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount
remaining after the distribution of all amounts required to be distributed
pursuant to Section 4.02(b)(i) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders on such Distribution Date pursuant
to Section 4.02(b)(ii) and (vi).

                  "Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a default,
delinquency or other unanticipated event


                                      -20-

<PAGE>



by the Master Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration and
protection of a Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under the second paragraph
of Section 3.01 and Section 3.09.

                  "Servicing Fee": As to each Mortgage Loan, an amount, payable
out of any payment of interest on the Mortgage Loan, equal to interest at the
related Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan
for the calendar month preceding the month in which the payment is due
(alternatively, in the event such payment of interest accompanies a Principal
Prepayment in full made by the Mortgagor, interest for the number of days
covered by such payment of interest).

                  "Servicing Fee Rate": With respect to each Mortgage Loan, the
per annum rate of ______%.

                  "Servicing Officer": Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans, whose name appears on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.

                  "Single Certificate": A Certificate of any Class evidencing
the minimum denomination for Certificates of such Class as set forth in Section
5.01.

                  "Special Hazard Amount": As of any Distribution Date, an
amount equal to $___________ (the initial "Special Hazard Amount") minus the sum
of (i) the aggregate amount of Special Hazard Losses allocated solely to the
Class B Certificates pursuant to Section 4.04 and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut-off
Date, the Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the greater of (A) the product of the Special Hazard
Percentage for such anniversary multiplied by the outstanding principal balance
of all of the Mortgage Loans on such anniversary and (B) twice the outstanding
principal balance of the Mortgage Loan which has the largest outstanding
principal balance on such Anniversary.

                  "Special Hazard Percentage": As of each anniversary of the
Cut-off Date, the greater of (i) 1% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance on such anniversary of the
Mortgage Loans secured by Mortgaged Properties located in a single, five-digit
zip code area in the State of California by the outstanding principal balance of
all the Mortgage Loans on such anniversary.



                                      -21-

<PAGE>



                  "[Standard & Poor's": Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.]

                  "Startup Day": The day designated as such pursuant to Article
X hereof.

                  "Stated Principal Balance": With respect to any Mortgage Loan
or related REO Property at any given time, (i) the principal balance of the
Mortgage Loan outstanding as of the Cut-off Date, after application of principal
payments due on or before such date, whether or not received, minus (ii) the sum
of (a) the principal portion of the Monthly Payments due with respect to such
Mortgage Loan or REO Property during each Due Period ending prior to the most
recent Distribution Date which were received or with respect to which an Advance
was made, (b) all Principal Prepayments with respect to such Mortgage Loan or
REO Property, and all Insurance Proceeds, Liquidation Proceeds and net income
from a REO Property to the extent applied by the Master Servicer as recoveries
of principal in accordance with Section 3.15 with respect to such Mortgage Loan
or REO Property, which were distributed pursuant to Section 4.01 on any previous
Distribution Date and (c) any Realized Loss with respect thereto allocated
pursuant to Section 4.04 for any previous Distribution Date.

                  "Subordinate Principal Distribution Amount": With respect to
any Distribution Date and the Class B Certificates, (a) the sum of (i) the
product of (x) the Class B Percentage and (y) the aggregate of the amounts
calculated for such Distribution Date under clauses (1), (2) and (3) of Section
4. 01 (b)(ii)(A); (ii) the principal collections described in Section 4. 01
(b)(ii)(B) to the extent such collections are not otherwise distributed to the
Senior Certificates; and (iii) the product of (x) 100% minus the Senior
Accelerated Distribution Percentage and (z) the aggregate of all Principal
Prepayments in Full and Curtailments received in the related Prepayment Period;
provided, however, that such amount shall in no event exceed the outstanding
Certificate Principal Balance of the Class B Certificates immediately prior to
such date.

                  "Sub-Servicer": Any Person with which the Master Servicer has
entered into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 3.02.

                  "Sub-Servicer Remittance Date": The 18th day of each month, or
if such day is not a Business Day, the immediately preceding Business Day.

                  "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 3.08 and is
otherwise acceptable to the Master Servicer.

                  "Sub-Servicing Agreement": The written contract between the
Master Servicer and a Sub-Servicer and any successor Sub-Servicer relating to
servicing and administration of certain Mortgage Loans as provided in Section
3.02.



                                      -22-

<PAGE>



                  "Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the Trust Fund due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information, reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or local tax laws.

                  "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership Interest in a
Certificate.

                  "Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.

                  "Trust Fund": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) the
Mortgage Loans (exclusive of payments of principal and interest due on or before
the Cut-off Date, if any) as from time to time are subject to this Agreement and
all payments under and proceeds of the Mortgage Loans, together with all
documents included in the related Mortgage File, subject to Section 2.01; (ii)
such funds or assets as from time to time are deposited in the Custodial Account
and the Certificate Account; (iii) any REO Property; (iv) the Primary Mortgage
Insurance Policies, if any, Primary Hazard Insurance Policies and all other
Insurance Policies with respect to the Mortgage Loans; and (v) the Company's
interest in respect of the representations and warranties made by the Seller in
the Seller's Warranty Certificate as assigned to the Trustee pursuant to Section
2.04 hereof.

                  "Trustee": [Name of Trustee], or its successor in interest, or
any successor trustee appointed as herein provided.

                  "Trustee's Fee": As to each Mortgage Loan and Distribution
Date, an amount, payable out of any payment of interest on the Mortgage Loan,
equal to interest at ______% per annum on the Stated Principal Balance of such
Mortgage Loan as of the Due Date immediately preceding the month in which such
Distribution Date occurs.

                  "Uninsured Cause": Any cause of damage to property subject to
a Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.13.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its


                                      -23-

<PAGE>



connection with the conduct of a trade or business within the United States. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. ______% of all of the
Voting Rights shall be allocated among Holders of the Certificates,
respectively, other than the Class A-5, Class A-7 and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; and the Holders of the Class A-5, Class A-7 and Class R
Certificates shall be entitled to ___%, ___% and ___% of all of the Voting
Rights, respectively, allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.


                                      -24-

<PAGE>




                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION  2.01.      Conveyance of Mortgage Loans.

                  The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign, transfer, sell, set over and
otherwise convey to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans identified on the Mortgage
Loan Schedule and all other assets included or to be included in the Trust Fund
for the benefit of the Certificateholders. Such assignment includes all
principal and interest received by the Master Servicer on or with respect to the
Mortgage Loans (other than payment of principal and interest due on or before
the Cut-off Date).

                  In connection with such transfer and assignment, the Company
has requested the Seller to deliver to, and deposit with the Trustee, the
following documents or instruments:

                  (i) the original Mortgage Note, endorsed by the Seller "Pay to
         the order of [Name of Trustee], as trustee without recourse" or to "Pay
         to the order of [Name of Trustee], as trustee for holders of MortgageIT
         Securities Corp., Mortgage Pass-Through Certificates, Series 200_-_,
         without recourse" with all intervening endorsements showing a complete
         chain of endorsements from the originator to the Person endorsing it to
         the Trustee;

                  (ii) the original recorded Mortgage or, if the original
         Mortgage has not been returned from the applicable public recording
         office, a copy of the Mortgage certified by the Seller to be a true and
         complete copy of the original Mortgage submitted to the title insurance
         company for recording;

                  (iii) a duly executed original Assignment of the Mortgage
         endorsed by the Seller, without recourse, to "[Name of Trustee], as
         trustee" or to "[Name of Trustee], as trustee for holders of MortgageIT
         Securities Corp., Mortgage Pass-Through Certificates, Series 200_-_",
         with evidence of recording thereon;

                  (iv) the original recorded Assignment or Assignments of the
         Mortgage showing a complete chain of assignment from the originator
         thereof to the Person assigning it to the Trustee or, if any such
         Assignment has not been returned from the applicable public recording
         office, a copy of such Assignment certified by the Seller to be a true
         and complete copy of the original Assignment submitted to the title
         insurance company for recording;

                  (v) the original lender's title insurance policy, or, if such
         policy has not been issued, any one of an original or a copy of the
         preliminary title report, title binder or title


                                      -25-

<PAGE>



         commitment on the Mortgaged Property with the original policy of the
         insurance to be delivered promptly following the receipt thereof;

                  (vi) the original of any assumption, modification, extension
         or guaranty agreement;

                  (vii) the original or a copy of the private mortgage insurance
         policy or original certificate of private mortgage insurance, if
         applicable; and

                  (viii) if any of the documents or instruments referred to
         above were executed on behalf of the Mortgagor by another Person, the
         original power of attorney or other instrument that authorized and
         empowered such Person to sign, or a copy thereof certified by the
         Seller (or by an officer of the applicable title insurance or escrow
         company) to be a true and correct copy of the original.

                  The Seller is obligated pursuant to the Seller's Warranty
Certificate to deliver to the Trustee: (a) either the original recorded
Mortgage, or in the event such original cannot be delivered by the Seller, a
copy of such Mortgage certified as true and complete by the appropriate
recording office, in those instances where a copy thereof certified by the
Seller was delivered to the Trustee pursuant to clause (ii) above; and (b)
either the original Assignment or Assignments of the Mortgage, with evidence of
recording thereon, showing a complete chain of assignment from the originator to
the Seller, or in the event such original cannot be delivered by the Seller, a
copy of such Assignment or Assignments certified as true and complete by the
appropriate recording office, in those instances where copies thereof certified
by the Seller were delivered to the Trustee pursuant to clause (iv) above.
Notwithstanding anything to the contrary contained in this Section 2.01, in
those instances where the public recording office retains the original Mortgage
after it has been recorded, the Seller shall be deemed to have satisfied its
obligations hereunder upon delivery to the Trustee of a copy of such Mortgage
certified by the public recording office to be a true and complete copy of the
recorded original thereof.

                  If any Assignment is lost or returned unrecorded to the
Trustee because of any defect therein, the Seller is required to prepare a
substitute Assignment or cure such defect, as the case may be, and the Trustee
shall cause such Assignment to be recorded in accordance with this paragraph.

                  The Seller is required, as described in the Seller's Warranty
Certificate, to deliver to the Trustee the original of any documents assigned to
the Trustee pursuant to this Section 2.01 not later than 120 days after the
Closing Date.

                  All original documents relating to the Mortgage Loans which
are not delivered to the Trustee, to the extent delivered by the Seller to the
Master Servicer, are and shall be held by the Master Servicer in trust for the
benefit of the Trustee on behalf of the Certificateholders.



                                      -26-

<PAGE>



                  Except as may otherwise expressly be provided herein, neither
the Company, the Master Servicer nor the Trustee shall (and the Master Servicer
shall ensure that no Sub-Servicer shall) assign, sell, dispose of or transfer
any interest in the Trust Fund or any portion thereof, or permit the Trust Fund
or any portion thereof to be subject to any lien, claim, mortgage, security
interest, pledge or other encumbrance of, any other Person.

                  It is intended that the conveyance of the Mortgage Loans by
the Company to the Trustee as provided in this Section be, and be construed as,
a sale of the Mortgage Loans by the Company to the Trustee for the benefit of
the Certificateholders. It is, further, not intended that such conveyance be
deemed a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that the Mortgage
Loans are held to be property of the Company, or if for any reason this
Agreement is held or deemed to create a security interest in the Mortgage Loans,
then it is intended that, (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed to
be (1) a grant by the Company to the Trustee of a security interest in all of
the Company's right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in the related Mortgage Files, (B) all amounts
payable to the holders of the Mortgage Loans in accordance with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Company
to the Trustee of any security interest in any and all of the Seller's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to the property described in the foregoing
clauses (1)(A) through (C) granted by [Name of Seller] to the Company pursuant
to the Assignment Agreement; (c) the possession by the Trustee or its agent of
Mortgage Notes and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" or possession by a purchaser or a person designated by
such secured party, for purposes of perfecting the security interest pursuant to
the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction (including, without limitation, Sections 9-115,
9-305, 8-102, 8- 301, 8-501 and 8-503 thereof); and (d) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law. The Company and the Trustee shall,
to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement.



                                      -27-

<PAGE>



                  SECTION  2.02.    Acceptance of the Trust Fund by the Trustee.

                  The Trustee acknowledges receipt (subject to any exceptions
noted in the Initial Certification described below) of the documents referred to
in Section 2.01 above and all other assets included in the Trust Fund and
declares that it holds and will hold such documents and the other documents
delivered to it constituting the Mortgage Files, and that it holds or will hold
such other assets included in the Trust Fund (to the extent delivered or
assigned to the Trustee), in trust for the exclusive use and benefit of all
present and future Certificateholders.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review each Mortgage File on or before the Closing Date to ascertain that all
documents required to be delivered to it are in its possession, and the Trustee
agrees to execute and deliver to the Company and the Master Servicer on the
Closing Date an Initial Certification in the form annexed hereto as Exhibit C to
the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), (i) all
documents required to be delivered to it pursuant to this Agreement with respect
to such Mortgage Loan are in its possession, (ii) such documents have been
reviewed by it and appear regular on their face and relate to such Mortgage Loan
and (iii) based on its examination and only as to the foregoing documents, the
information set forth in items (i) - (vi) and (xiii) of the definition of the
"Mortgage Loan Schedule" accurately reflects information set forth in the
Mortgage File. Neither the Trustee nor the Master Servicer shall be under any
duty to determine whether any Mortgage File should include any of the documents
specified in clause (vi) of Section 2.01. Neither the Trustee nor the Master
Servicer shall be under any duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented purpose or that
they have actually been recorded or that they are other than what they purport
to be on their face.

                  Within 90 days of the Closing Date the Trustee shall deliver
to the Company and the Master Servicer a Final Certification in the form annexed
hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any
applicable exceptions noted thereon.

                  If in the process of reviewing the Mortgage Files and
preparing the certifications referred to above the Trustee finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
any material respect, the Trustee shall promptly notify the Seller, the Master
Servicer and the Company. The Trustee shall promptly notify the Seller of such
defect and request that the Seller cure any such defect within 60 days from the
date on which the Seller was notified of such defect, and if the Seller does not
cure such defect in all material respects during such period, request that the
Seller purchase such Mortgage Loan from the Trust Fund on behalf of the
Certificateholders at the Purchase Price within 90 days after the date on which
the Seller was notified of such defect. It is understood and agreed that the
obligation of the Seller to cure a material defect in, or purchase any Mortgage
Loan as to which a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to
Certificateholders or the Trustee on behalf of Certificateholders. The Purchase
Price for the purchased Mortgage Loan shall be


                                      -28-

<PAGE>



deposited or caused to be deposited upon receipt by the Master Servicer in the
Custodial Account and, upon receipt by the Trustee of written notification of
such deposit signed by a Servicing Officer, the Trustee shall release or cause
to be released to the Seller the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall require as necessary to vest in the Seller
ownership of any Mortgage Loan released pursuant hereto and at such time the
Trustee shall have no further responsibility with respect to the related
Mortgage File.

                  SECTION  2.03.      Representations, Warranties and Covenants
                                      of the Master Servicer and the Company.

                  (a) The Master Servicer hereby represents and warrants to and
         covenants with the Company and the Trustee for the benefit of
         Certificateholders that:

                  (i) The Master Servicer is, and throughout the term hereof
         shall remain, a duly organized, validly existing and in good standing
         under the laws of the State of (except as otherwise permitted pursuant
         to Section 6.02), the Master Servicer is, and shall remain, in
         compliance with the laws of each state in which any Mortgaged Property
         is located to the extent necessary to perform its obligations under
         this Agreement, and the Master Servicer is, and shall remain, approved
         to sell mortgage loans to and service mortgage loans for Fannie Mae and
         Freddie Mac;

                  (ii) The execution and delivery of this Agreement by the
         Master Servicer, and the performance and compliance with the terms of
         this Agreement by the Master Servicer, will not violate the Master
         Servicer's articles of incorporation or bylaws or constitute a default
         (or an event which, with notice or lapse of time, or both, would
         constitute a default) under, or result in the breach of, any material
         agreement or other instrument to which it is a party or which is
         applicable to it or any of its assets;

                  (iii) The Master Servicer has the full power and authority to
         enter into and consummate all transactions contemplated by this
         Agreement, has duly authorized the execution, delivery and performance
         of this Agreement, and has duly executed and delivered this Agreement;

                  (iv) This Agreement, assuming due authorization, execution and
         delivery by the Company and the Trustee, constitutes a valid, legal and
         binding obligation of the Master Servicer, enforceable against the
         Master Servicer in accordance with the terms hereof, subject to (A)
         applicable bankruptcy, insolvency, reorganization, moratorium and other
         laws affecting the enforcement of creditors' rights generally, and (B)
         general principles of equity, regardless of whether such enforcement is
         considered in a proceeding in equity or at law;

                  (v) The Master Servicer is not in violation of, and its
         execution and delivery of this Agreement and its performance and
         compliance with the terms of this Agreement will


                                      -29-

<PAGE>



         not constitute a violation of, any law, any order or decree of any
         court or arbiter, or any order, regulation or demand of any federal,
         state or local governmental or regulatory authority, which violation is
         likely to affect materially and adversely either the ability of the
         Master Servicer to perform its obligations under this Agreement or the
         financial condition of the Master Servicer;

                  (vi) No litigation is pending or, to the best of the Master
         Servicer's knowledge, threatened against the Master Servicer which
         would prohibit its entering into this Agreement or performing its
         obligations under this Agreement or is likely to affect materially and
         adversely either the ability of the Master Servicer to perform its
         obligations under this Agreement or the financial condition of the
         Master Servicer;

                  (vii) The Master Servicer will comply in all material respects
         in the performance of this Agreement and with all reasonable rules and
         requirements of each insurer under each Insurance Policy; and

                  (viii) The execution of this Agreement and the performance of
         the Master Servicer's obligations hereunder do not require any license,
         consent or approval of any state or federal court, agency, regulatory
         authority or other governmental body having jurisdiction over the
         Master Servicer, other than such as have been obtained; and (ix) no
         information, certificate of an officer, statement furnished in writing
         or report delivered to the Company, any affiliate of the Company or the
         Trustee by the Master Servicer will, to the knowledge of the Master
         Servicer, contain any untrue statement of a material fact or omit a
         material fact necessary to make the information, certificate, statement
         or report not misleading.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.03(a) shall survive the
execution and delivery of this Agreement, and shall inure to the benefit of the
Company, the Trustee and the Certificateholders. Upon discovery by the Company,
the Trustee or the Master Servicer of a breach of any of the foregoing
representations, warranties and covenants that materially and adversely affects
the interests of the Company or the Trustee, the party discovering such breach
shall give prompt written notice to the other parties.

                  (b) The Company hereby represents and warrants to the Master
         Servicer and the Trustee for the benefit of Certificateholders that as
         of the Closing Date (or, if otherwise specified below, as of the date
         so specified):

                  (i) Immediately prior to the assignment of the Mortgage Loans
         to the Trustee, the Company had good title to, and was the sole owner
         of, each Mortgage Loan free and clear of any pledge, lien, encumbrance
         or security interest (other than rights to servicing and related
         compensation) and such assignment validly transfers ownership of the
         Mortgage Loans to the Trustee free and clear of any pledge, lien,
         encumbrance or security interest;



                                      -30-

<PAGE>



                  (ii) No Mortgage Loan is one month or more delinquent in
         payment of principal and interest as of the Cut-off Date and no
         Mortgage Loan has been so delinquent more than once in the 12-month
         period prior to the Cut- off Date;

                  (iii) The information set forth in the Mortgage Loan Schedule
         with respect to each Mortgage Loan or the Mortgage Loans, as the case
         may be, is true and correct in all material respects at the date or
         dates respecting which such information is furnished;

                  (iv) The Mortgage Loans are fully-amortizing, fixed-rate
         mortgage loans with level Monthly Payments due on the first day of each
         month and terms to maturity at origination or modification of not more
         than 30 years;

                  (v) Each Mortgage Loan secured by a Mortgaged Property with a
         Loan-to-Value Ratio at origination in excess of 80% is the subject of a
         Primary Mortgage Insurance Policy that insures that portion of the
         principal balance thereof that exceeds the amount equal to 75% of the
         appraised value of the related Mortgaged Property. Each such Primary
         Mortgage Insurance Policy is in full force and effect and the Trustee
         is entitled to the benefits thereunder; and

                  (vi) The representations and warranties of the Seller with
         respect to the Mortgage Loans and the remedies therefor are as set
         forth in the Seller's Warranty Certificate.

                  [Other representations and warranties as applicable.]

                  It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive delivery of the
respective Mortgage Files to the Trustee.

                  Upon discovery by either the Company, the Master Servicer or
the Trustee of a breach of any representation or warranty set forth in this
Section 2.03 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties.

                  SECTION  2.04.      Representations and Warranties of the
                                      Seller; Repurchase and Substitution.

                  The Company hereby assigns to the Trustee for the benefit of
Certificateholders its interest in respect of the representations and warranties
made by the Seller in the Seller's Warranty Certificate or the exhibits thereto.
Insofar as the Seller's Warranty Certificate relates to such representations and
warranties and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Trustee on behalf of the Certificateholders. Upon the discovery by the
Company, the Master Servicer or the Trustee of a breach of any of the
representations and warranties made in the Seller's Warranty Certificate in
respect of any Mortgage Loan which materially and adversely affects the
interests of the


                                      -31-

<PAGE>



Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties. The Trustee shall
promptly notify the Seller of such breach and request that such Seller shall,
within 90 days from the date that the Company, the Seller or the Trustee was
notified of such breach, either (i) cure such breach in all material respects or
(ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and
in the manner set forth in Section 2.02; provided that in the case of such
breach, the Seller shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within
two years following the Closing Date. Any such substitution must occur within 90
days from the date the Seller was notified of the breach if such 90 day period
expires before two years following the Closing Date. In the event that the
Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans for a
Deleted Mortgage Loan pursuant to this Section 2.04, the Seller shall deliver to
the Trustee for the benefit of the Certificateholders with respect to such
Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the
Mortgage, an Assignment of the Mortgage in recordable form, and such other
documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Master Servicer
and remitted by the Master Servicer to the Seller on the next succeeding
Distribution Date.

                  For the month of substitution, distributions to
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter the Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Company shall
amend or cause to be amended the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or Loans and the Company
shall deliver the amended Mortgage Loan Schedule, to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement in all respects, the Seller shall be deemed to
have made the representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in the Seller's Warranty Certificate as of
the date of substitution, and the Company shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties set forth in Section 2.03
hereof, and the Seller shall be obligated to repurchase or substitute for any
Qualified Substitute Mortgage Loan as to which a repurchase or substitution
obligation has occurred pursuant to Section 3 of the Seller's Warranty
Certificate.

                  In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the principal portion
of the Monthly Payments due in the month of substitution that are to be
distributed to Certificateholders in the month of substitution). The Seller
shall provide the Master Servicer on the day of substitution for immediate


                                      -32-

<PAGE>



deposit in to the Custodial Account the amount of such shortfall, without any
reimbursement therefor. The Seller shall give notice in writing to the Trustee
of such event, which notice shall be accompanied by an Officers' Certificate as
to the calculation of such shortfall and by an Opinion of Counsel to the effect
that such substitution will not cause (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding. The costs of any substitution as described above, including any
related assignments, opinions or other documentation in connection therewith
shall be borne by the Seller.

                  Except as expressly set forth herein neither the Trustee nor
the Master Servicer is under any obligation to discover any breach of the above
mentioned representations and warranties. It is understood and agreed that the
obligation of the Seller to cure such breach or to so purchase or substitute for
any Mortgage Loan as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders. In addition,
if the first scheduled Monthly Payment is due during the first month after its
closing date (as such term is used in the Seller's Warranties Certificate) and
such Monthly Payment is not received by the Master Servicer within 30 days of
the due date in accordance with the terms of the related Mortgage Note, the
Master Servicer shall promptly notify the Seller and the Trustee and the Seller
shall purchase such Mortgage Loan from the Trust Fund at the Purchase Price or
substitute a Qualified Substitute Mortgage Loan therefor within 15 days from the
date that the Seller was notified.

                  SECTION  2.05.      Issuance of Certificates Evidencing
                                      Interests in the Trust Fund.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Mortgage Files to it together with the assignment
to it of all other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company executed by an officer
of the Company, has executed and caused to be authenticated, and delivered to or
upon the order of the Company, the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.


                                      -33-

<PAGE>



                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

                  SECTION  3.01.      Master Servicer to Act as Master Servicer.

                  The Master Servicer shall service and administer the Mortgage
Loans for the benefit of the Certificateholders, in accordance with this
Agreement and the customary and usual standards of practice of prudent
institutional mortgage lenders servicing comparable mortgage loans for their own
account in the respective states in which the Mortgaged Properties are located.
Subject to the foregoing, the Master Servicer shall have full power and
authority, acting alone and/or through Sub-Servicers as provided in Section
3.02, to do or cause to be done any and all things in connection with such
servicing and administration that it may deem necessary or desirable. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee
when the Master Servicer believes it appropriate in its best judgment, to (i)
execute and deliver, on behalf of the Certificateholders and the 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 the Mortgaged Properties, (ii) institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and (iii) hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Master Servicer
shall service and administer the Mortgage Loans in accordance with applicable
state and federal law and shall provide to the Mortgagors any reports required
to be provided to them thereby. Subject to Section 3.16, the Trustee shall
furnish to the Master Servicer and any Sub-Servicer any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer and any
Sub- Servicer to carry out their servicing and administrative duties hereunder.
The Trustee shall not be responsible for any action taken by the Master Servicer
or any Sub-Servicer pursuant to the application of such powers of attorney. In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11. No costs incurred by the Master Servicer or by Sub-
Servicers in effecting the payment of taxes and assessments on the Mortgaged
Properties shall, for the purpose of calculating distributions to
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit.

                  The Master Servicer shall not (unless the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment of
the Master Servicer, reasonably foreseeable) make or permit any modification,
waiver or amendment of any term of any Mortgage Loan that would both (i) effect
an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
(or final, temporary or proposed Treasury regulations promulgated thereunder)
and (ii) cause the Trust Fund to fail to qualify as a REMIC under the Code or
the imposition of any tax on "prohibited transactions" or "contributions" after
the startup date under the REMIC Provisions.


                                      -34-

<PAGE>



                  The Master Servicer may approve a request for a partial
release of the Mortgaged Property, easement, consent to alteration or demolition
and other similar matters if it has determined, exercising its good faith
business judgement in the same manner as it would if it were the owner of the
related Mortgage Loan, that such approval will not adversely affect the security
for, or the timely and full collectability of, the related Mortgage Loan. Any
fee collected by the Master Servicer for processing such request will be
retained by the Master Servicer as additional servicing compensation.

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

                  SECTION  3.02.      Sub-Servicing Agreements Between Master
                                      Servicer and Sub-Servicers.

                  (a) The Master Servicer may enter into Sub-Servicing
Agreements with Sub- Servicers for the servicing and administration of the
Mortgage Loans and for the performance of any and all other activities of the
Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution
the accounts of which are insured by the FDIC or (ii) another entity that
engages in the business of originating or servicing mortgage loans, and in
either case shall be authorized to transact business in the state or states in
which the related Mortgaged Properties it is to service are situated, if and to
the extent required by applicable law to enable the Sub-Servicer to perform its
obligations hereunder and under the Sub-Servicing Agreement, and in either case
shall be a Freddie Mac or Fannie Mae approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. With the consent of
the Trustee, which consent shall not be unreasonably withheld, the Master
Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make
amendments to the Sub-Servicing Agreements or enter into different forms of
Sub-Servicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of this
Agreement.

                  (b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement, including, without limitation, any obligation to make advances in
respect of delinquent payments as required by a Sub-Servicing Agreement, or to
purchase a Mortgage Loan on account of defective documentation or on account of
a breach of a representation or warranty, as described in Section 2.02. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing 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, but shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement only
to the extent, if any, that such recovery exceeds all amounts due in respect of
the


                                      -35-

<PAGE>



related Mortgage Loans or (ii) from a specific recovery of costs, expenses or
attorneys' fees against the party against whom such enforcement is directed.

                  SECTION  3.03.      Successor Sub-Servicers.

                  The Master Servicer shall be entitled to terminate any
Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer
pursuant to any Sub-Servicing Agreement in accordance with the terms and
conditions of such Sub-Servicing Agreement. In the event of termination of any
Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed
simultaneously by the Master Servicer without any act or deed on the part of
such Sub-Servicer or the Master Servicer, and the Master Servicer either shall
service directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section 3.02.

                  SECTION  3.04.      Liability of the Master Servicer.

                  Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall remain obligated and
primarily liable to the Trustee and Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-Servicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. For purposes of this Agreement, the Master Servicer shall be deemed to
have received payments on Mortgage Loans when the Sub-Servicer has received such
payments. The Master Servicer shall be entitled to enter into any agreement with
a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

                  SECTION  3.05.      No Contractual Relationship Between
                                      Sub-Servicers and Trustee or
                                      Certificateholders.

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such and not as an originator shall be deemed to be between
the Sub-Servicer and the Master Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06.






                                      -36-

<PAGE>



                  SECTION  3.06.      Assumption or Termination of Sub-Servicing
                                      Agreements by Trustee.

                  In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of an Event of Default), the
Trustee or its designee shall thereupon assume all of the rights and obligations
of the Master Servicer under each Sub-Servicing Agreement that the Master
Servicer may have entered into, unless the Trustee is then permitted and elects
to terminate any Sub-Servicing Agreement in accordance with its terms. The
Trustee, its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer's interest therein and to have
replaced the Master Servicer as a party to each Sub-Servicing Agreement to the
same extent as if the Sub-Servicing Agreements had been assigned to the assuming
party, except that the Master Servicer shall not thereby be relieved of any
liability or obligations under the Sub-Servicing Agreements, and the Master
Servicer shall continue to be entitled to any rights or benefits which arose
prior to its termination as master servicer.

                  The Master Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreements to the assuming party.

                  SECTION  3.07.   Collection of Certain Mortgage Loan Payments.

                  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 Agreement
and the terms and provisions of any related Insurance Policy, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. The Master
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note, Primary
Hazard Insurance Policy, Primary Mortgage Insurance Policy or otherwise or
against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that it is prohibited by applicable law
from enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required. Consistent with the foregoing, the Master
Servicer may in its discretion waive any prepayment fees, late payment charge or
other charge, except as otherwise required under applicable law. The Master
Servicer shall be responsible for preparing and distributing all information
statements relating to payments on the Mortgage Loans, in accordance with all
applicable federal and state tax laws and regulations.

                  SECTION  3.08.      Sub-Servicing Accounts.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an


                                      -37-

<PAGE>



Eligible Account and shall otherwise be acceptable to the Master Servicer. All
amounts held in a Sub-Servicing Account shall be held in trust for the Trustee
for the benefit of the Certificateholders. The Sub-Servicer will be required to
deposit into the Sub-Servicing Account no later than the first Business Day
after receipt all proceeds of Mortgage Loans received by the Sub-Servicer, less
its servicing compensation and any unreimbursed expenses and advances, to the
extent permitted by the Sub-Servicing Agreement. On each Sub-Servicer Remittance
Date the Sub-Servicer will be required to remit to the Master Servicer for
deposit into the Custodial Account all funds held in the Sub-Servicing Account
with respect to any Mortgage Loan as of the Sub-Servicer Remittance Date, after
deducting from such remittance an amount equal to the servicing compensation and
unreimbursed expenses and advances to which it is then entitled pursuant to the
related Sub- Servicing Agreement, to the extent not previously paid to or
retained by it. In addition, on each Sub-Servicer Remittance Date the
Sub-Servicer will be required to remit to the Master Servicer any amounts
required to be advanced pursuant to the related Sub-Servicing Agreement. The
Sub-Servicer will also be required to remit to the Master Servicer, within one
Business Day of receipt, the proceeds of any Principal Prepayment made by the
Mortgagor and any Insurance Proceeds or Liquidation Proceeds.

                  SECTION  3.09.      Collection of Taxes, Assessments and
                                      Similar Items; Servicing Accounts.

                  The Master Servicer and the Sub-Servicers shall establish and
maintain one or more accounts (the "Servicing Accounts"), and shall deposit and
retain therein all collections from the Mortgagors (or related advances from
Sub- Servicers) for the payment of taxes, assessments, Primary Hazard Insurance
Policy premiums, and comparable items for the account of the Mortgagors, to the
extent that the Master Servicer customarily escrows for such amounts.
Withdrawals of amounts so collected from a Servicing Account may be made only to
(i) effect payment of taxes, assessments, Primary Hazard Insurance Policy
premiums and comparable items; (ii) reimburse the Master Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out
of related collections for any payments made pursuant to Sections 3.01 (with
respect to taxes and assessments) and 3.13 (with respect to Primary Hazard
Insurance Policies); (iii) refund to Mortgagors any sums as may be determined to
be overages; or (iv) clear and terminate the Servicing Account at the
termination of this Agreement pursuant to Section 9.01. As part of its servicing
duties, the Master Servicer or Sub-Servicers shall, if and to the extent
required by law, pay to the Mortgagors interest on funds in Servicing Accounts
from its or their own funds, without any reimbursement therefor.

                  SECTION  3.10.      Custodial Account.

                  (a) The Master Servicer shall establish and maintain one or
more accounts (collectively, the "Custodial Account") in which the Master
Servicer shall deposit or cause to be deposited no later than the first Business
Day after receipt or as and when received from the Sub-Servicers, the following
payments and collections received or made by or on behalf of it subsequent to
the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period


                                      -38-

<PAGE>



subsequent thereto (other than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):

                  (i) all payments on account of principal, including Principal
         Prepayments, on the Mortgage Loans;

                  (ii) all payments on account of interest on the Mortgage
         Loans, not including any portion thereof representing interest on
         account of the related Servicing Fee Rate;

                  (iii) all Insurance Proceeds, other than proceeds that
         represent reimbursement of costs and expenses incurred by the Master
         Servicer in connection with presenting claims under the related
         Insurance Policies, Liquidation Proceeds and REO Proceeds;

                  (iv) all proceeds of any Mortgage Loan or REO Property
         repurchased or purchased in accordance with Sections 2.02, 2.04 or 9.01
         and all amounts required to be deposited in connection with the
         substitution of a Qualified Substitute Mortgage Loan pursuant to
         Section 2.04;

                  (v) any amounts required to be deposited in the Custodial
         Account pursuant to Section 3.12, 3.13 or 3.22; and

                  (vi) all amounts transferred from the Certificate Account to
         the Custodial Account in accordance with Sections 4.01(b).

                  For purposes of the immediately preceding sentence, the
Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be
deemed to be the date of substitution.

The foregoing requirements for deposit in the Custodial Account shall be
exclusive. In the event the Master Servicer shall deposit in the Custodial
Account any amount not required to be deposited therein, it may withdraw such
amount from the Custodial Account, any provision herein to the contrary
notwithstanding. The Custodial Account shall be maintained as a segregated
account, separate and apart from trust funds created for mortgage pass-through
certificates of other series, and the other accounts of the Master Servicer.

                  (b) Funds in the Custodial Account may be invested in
Permitted Instruments in accordance with the provisions set forth in Section
3.12. The Master Servicer shall give notice to the Trustee and the Company of
the location of the Custodial Account after any change thereof.

                  (c) Payments in the nature of late payment charges, prepayment
fees, assumption fees and reconveyance fees received on the Mortgage Loans shall
not be deposited in the Custodial Account, but rather shall be received and held
by the Master Servicer as additional servicing compensation.



                                      -39-

<PAGE>



                  SECTION  3.11.      Permitted Withdrawals From the Custodial
                                      Account.

                  The Master Servicer may, from time to time as provided herein,
make withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.10 that are attributable to the Mortgage Loans for the
following purposes:

                  (i) to make deposits into the Certificate Account in the
         amounts and in the manner provided for in Section 4.01, such deposit to
         include interest collections on the Mortgage Loans at the Net Mortgage
         Rate [and net of amounts reimbursed therefrom];

                  (ii) to pay to itself, the Company, the Seller or any other
         appropriate person, as the case may be, with respect to each Mortgage
         Loan that has previously been purchased, repurchased or replaced
         pursuant to Sections 2.02, 2.04 or 9.01 all amounts received thereon
         and not yet distributed as of the date of purchase, repurchase or
         substitution;

                  (iii) to reimburse itself or any Sub-Servicer for Advances not
         previously reimbursed, the Master Servicer's or any Sub-Servicer's
         right to reimbursement pursuant to this clause (iii) being limited to
         amounts received which represent Late Collections (net of the related
         Servicing Fees) of Monthly Payments on Mortgage Loans with respect to
         which such Advances were made and as further provided in Section 3.15;

                  (iv) to reimburse or pay itself, the Trustee or the Company
         for expenses incurred by or reimbursable to the Master Servicer, the
         Trustee or the Company pursuant to Sections 3.22, 6.03, 8.05, 10.01(c)
         or 10.01(g), except as otherwise provided in such Sections;

                  (v) to reimburse itself or any Sub-Servicer for costs and
         expenses incurred by or reimbursable to it relating to the prosecution
         of any claims pursuant to Section 3.13 that are in excess of the
         amounts so recovered;

                  (vi) to reimburse itself or any Sub-Servicer for unpaid
         Servicing Fees and unreimbursed Servicing Advances, the Master
         Servicer's or any Sub-Servicer's right to reimbursement pursuant to
         this clause (vi) with respect to any Mortgage Loan being limited to
         late recoveries of the payments for which such advances were made
         pursuant to Section 3.01 or Section 3.09 and any other related Late
         Collections;

                  (vii) to pay itself as servicing compensation (in addition to
         the Servicing Fee), on or after each Distribution Date, any interest or
         investment income earned on funds deposited in the Custodial Account
         for the period ending on such Distribution Date, subject to Section
         8.05;

                  (viii) to reimburse itself or any Sub-Servicer for any Advance
         previously made which itself has determined to be a Nonrecoverable
         Advance, provided that either (a) such Advance was made with respect to
         a delinquency that ultimately constituted an Excess


                                      -40-

<PAGE>



         Special Hazard Loss, Excess Fraud Loss, Excess Bankruptcy Loss or
         Extraordinary Loss, or (b) the Certificate Principal Balances of the
         Class B Certificates have been reduced to zero; and

                  (ix) to clear and terminate the Custodial Account at the
         termination of this Agreement pursuant to Section 9.01.

                  The Master Servicer shall keep and maintain separate
accounting records on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Custodial Account pursuant to such clauses
(ii), (iii), (iv), (v), (vi), (vii) and (viii).

                  In connection with clause (viii) above, the Trustee shall
notify the Master Servicer if and when the Certificate Principal Balances of the
Class B Certificates have been reduced to zero.

                  SECTION  3.12.      Permitted Instruments.

                  Any institution maintaining the Custodial Account shall at the
direction of the Master Servicer invest the funds in such account in Permitted
Instruments, each of which shall mature not later than the Business Day
immediately preceding the Distribution Date next following the date of such
investment (except that if such Permitted Instrument is an obligation of the
institution that maintains such account, then such Permitted Instrument shall
mature not later than such Distribution Date) and shall not be sold or disposed
of prior to its maturity. All income and gain realized from any such investment
as well as any interest earned on deposits in the Custodial Account shall be for
the benefit of the Master Servicer. The Master Servicer shall deposit in the
Custodial Account (with respect to investments made hereunder of funds held
therein) an amount equal to the amount of any loss incurred in respect of any
such investment immediately upon realization of such loss without right of
reimbursement.

                  SECTION  3.13.      Maintenance of Primary Mortgage Insurance
                                      and Primary Hazard Insurance.

                  (a) The Master Servicer shall not take, or permit any
Sub-Servicer to take, any action which would result in non-coverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Master Servicer or Sub-Servicer, would have been covered
thereunder. To the extent coverage is available, the Master Servicer shall keep
or cause to be kept in full force and effect each such Primary Mortgage
Insurance Policy until the principal balance of the related Mortgage Loan
secured by a Mortgaged Property is reduced to 75% or less of the Collateral
Value in the case of such a Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%. The Master Servicer shall not cancel or refuse to
renew any such Primary Mortgage Insurance Policy, or consent to any Sub-Servicer
canceling or refusing to renew any such Primary Mortgage Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder


                                      -41-

<PAGE>



unless the replacement Primary Mortgage Insurance Policy for such canceled or
non-renewed policy is maintained with a Qualified Insurer.

                  (b) In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to present or to
cause the related Sub-Servicer to present, on behalf of the Master Servicer, the
Sub-Servicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Mortgage Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 3. 10, any Insurance Proceeds collected by or remitted to the Master
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.11.

                  (c) The Master Servicer shall cause to be maintained for each
Mortgage Loan primary hazard insurance with extended coverage on the related
Mortgaged Property in an amount equal to the lesser of 100% of the replacement
value of the improvements, as determined by the insurance company, on such
Mortgaged Property or the unpaid principal balance of the Mortgage Loan. 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 equal to the replacement value of
the improvements thereon. Pursuant to Section 3.10, any 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 Custodial
Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained 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. When the improvements securing a Mortgage
Loan are located at the time of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall cause flood
insurance (to the extent available) to be maintained in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the replacement
value of the improvements, which are part of such 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).

                  In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage 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 two sentences of this
Section 3.13, it being understood and agreed that such policy may contain a
deductible clause, in


                                      -42-

<PAGE>



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 two sentences of this Section 3.13 and there shall have been a loss which
would have been covered by such policy, deposit in the Certificate 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 Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial 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 Trustee and Certificateholders, claims under
any such blanket policy.

                  SECTION  3.14.      Enforcement of Due-on-Sale Clauses;
                                      Assumption Agreements.

                  The Master Servicer will, to the extent it has knowledge of
any conveyance or prospective conveyance by any Mortgagor of the Mortgaged
Property (whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains or is to remain liable under the Mortgage Note or the
Mortgage), exercise or cause to be exercised its rights to accelerate the
maturity of such Mortgage Loan under any "due-on-sale" clause applicable
thereto; provided, however, that the Master Servicer shall not exercise any such
rights if it reasonably believes that it is prohibited by law from doing so or
if such enforcement will adversely affect or jeopardize required coverage under
the Insurance Policies. If the Master Servicer is unable to enforce such "due-
on-sale" clause (as provided in the previous sentence) or if no "due-on-sale"
clause is applicable, the Master Servicer or the Sub-Servicer will enter into an
assumption and modification agreement with the Person to whom such property has
been conveyed or is proposed to be conveyed, pursuant to which such Person
becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon; provided, however,
that the Master Servicer shall not enter into any assumption and modification
agreement if the coverage provided under the Primary Insurance Policy, if any,
would be impaired by doing so. The Master Servicer is also authorized to enter
into a substitution of liability agreement with such Person, pursuant to which
the original Mortgagor is released from liability and such Person is substituted
as the Mortgagor and becomes liable under the Mortgage Note, if the Master
Servicer shall have determined in good faith that such substitution will not
adversely affect the collectability of the Mortgage Loan. Any fee collected by
or on behalf of the Master Servicer for entering into an assumption or
substitution of liability agreement will be retained by or on behalf of the
Master Servicer as additional servicing compensation. In connection with any
such assumption, no material term of the Mortgage Note (including but not
limited to the Mortgage Rate, the amount of the Monthly Payment and any other
term affecting the amount or timing of payment on the Mortgage Loan) may be
changed. The Master Servicer shall not enter into any substitution or assumption
if such substitution or assumption would constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause the Trust Fund to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions. The


                                      -43-

<PAGE>



Master Servicer shall notify the Trustee that any such substitution or
assumption agreement has been completed by forwarding to the Trustee the
original copy of such substitution or assumption agreement, which copy shall be
added to the related Mortgage File and shall, for all purposes, be considered a
part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or any assumption that the
Master Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed
to also include a sale of a Mortgaged Property that is not accompanied by an
assumption or substitution of liability agreement.

                  SECTION  3.15.      Realization Upon Defaulted Mortgage Loans.

                  The Master Servicer shall exercise reasonable efforts,
consistent with the procedures that the Master Servicer would use in servicing
loans for its own account, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07, and which are not released from the Trust Fund
pursuant to any other provision hereof. The Master Servicer shall use reasonable
efforts to realize upon such defaulted Mortgage Loans in such manner as will
maximize the receipt of principal and interest by Certificateholders, taking
into account, among other things, the timing of foreclosure proceedings. The
foregoing is subject to the provisions that, in any case in which Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer
shall not be required to expend its own funds toward the restoration of such
property unless it shall determine in (i) that such restoration will increase
the net proceeds of liquidation of the related Mortgage Loan to
Certificateholders after reimbursement to itself for such expenses, and (ii)
that such expenses will be recoverable by the Master Servicer through Insurance
Proceeds or Liquidation Proceeds from the related Mortgaged Property, as
contemplated in Section 3.11. The Master Servicer shall be responsible for all
other costs and expenses incurred by it in any such proceedings; provided,
however, that it shall be entitled to reimbursement thereof from the related
Mortgaged Property, as contemplated in Section 3.11.

                  The proceeds of any Cash Liquidation or REO Disposition, as
well as any recovery resulting from a partial collection of Insurance Proceeds
or Liquidation Proceeds or any income from an REO Property, will be applied in
the following order of priority: first, to reimburse the Master Servicer or any
Sub- Servicer for any related unreimbursed Servicing Advances, pursuant to
Section 3.11 (vi) or 3.22; second, to accrued and unpaid interest on the
Mortgage Loan or REO Imputed Interest, at the Mortgage Rate, to the date of the
Cash Liquidation or REO Disposition, or to the Due Date prior to the
Distribution Date on which such amounts are to be distributed if not in
connection with a Cash Liquidation or REO Disposition; and third, as a recovery
of principal of the Mortgage


                                      -44-

<PAGE>



Loan. If the amount of the recovery so allocated to interest is less than a full
recovery thereof, that amount will be allocated as follows: first, on a pro rata
basis, to unpaid Servicing Fees; and second, to interest at the related Net
Mortgage Rate. The portion of the recovery so allocated to unpaid Servicing Fees
shall be reimbursed to the Master Servicer or any Sub-Servicer pursuant to
Section 3.11(vi). The portions of the recovery so allocated to interest at the
related Net Mortgage Rate and to principal of the Mortgage Loan shall be applied
as follows: first, to reimburse the Trustee for any unpaid Trustee's Fees,
second, to reimburse the Master Servicer or any Sub-Servicer for any related
unreimbursed Advances in accordance with Section 3. 1 31 (iii) or 3.22, and
third, for distribution in accordance with the provisions of Section 4.01(b) and
4.01(c).

                  SECTION  3.16.      Trustee to Cooperate; Release of Mortgage
                                      Files.

                  Upon the payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Master Servicer will immediately
notify the Trustee by a certification (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.10 have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Mortgage File in the
form of the Request for Release attached hereto as Exhibit F-2. Upon receipt of
such certification and request, the Trustee shall promptly release the related
Mortgage File to the Master Servicer. Subject to the receipt by the Master
Servicer of the proceeds of such payment in full and the payment of all related
fees and expenses, the Master Servicer shall arrange for the release to the
Mortgagor of the original cancelled Mortgage Note. The Master Servicer shall
provide for preparation of the appropriate instrument of satisfaction covering
any Mortgage Loan which pays in full and the Trustee shall cooperate in the
execution and return of such instrument to provide for its delivery or recording
as may be required. All other documents in the Mortgage File shall be retained
by the Master Servicer to the extent required by applicable law. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account or the Certificate
Account.

                  From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
the Insurance Policies or any other insurance policy relating to the Mortgage
Loan, the Trustee shall, upon request of the Master Servicer and delivery to the
Trustee of a Request for Release in the form attached hereto as Exhibit F-1,
release the related Mortgage File to the Master Servicer, and the Trustee shall
execute such documents as the Master Servicer shall prepare and request as being
necessary to the prosecution of any such proceedings. Such Request for Release
shall obligate the Master Servicer to return each document previously requested
from the Mortgage File to the Trustee when the need therefor by the Master
Servicer no longer exists, unless the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or the Mortgage File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the


                                      -45-

<PAGE>



Master Servicer has delivered to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. Upon receipt of a certificate of a Servicing Officer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation which are required to be deposited into the
Custodial Account have been or will be so deposited, or that such Mortgage Loan
has become an REO Property, the servicing receipt shall be released by the
Trustee to the Master Servicer.

                  Upon written request of a Servicing Officer, the Trustee shall
execute and deliver to the Master Servicer any court pleadings, requests for
trustee's sale or other documents prepared by the Master Servicer that are
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such request that such
pleadings or documents be executed by the Trustee shall include a certification
as to the reason such documents or pleadings are required and that the execution
and delivery thereof by the Trustee will not invalidate or otherwise affect the
lien of the Mortgage, except for the termination of such a lien upon completion
of the foreclosure or trustee's sale.

                  SECTION  3.17.      Servicing Compensation.

                  As compensation for its activities hereunder, the Master
Servicer shall be entitled to retain, from deposits to the Custodial Account of
amounts representing payments or recoveries of interest, the Servicing Fees with
respect to each Mortgage Loan (less any portion of such amounts retained by any
Sub-Servicer). In addition, the Master Servicer shall be entitled to recover
unpaid Servicing Fees out of related Late Collections to the extent permitted in
Section 3.11.

                  The Master Servicer also shall be entitled pursuant to Section
3.11 to receive from the Custodial Account, as additional servicing compensation
interest or other income earned on deposits therein, as well as any prepayment
fees, assumption fees, late payment fees and reconveyance fees. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder (including payment of the premiums for any
Primary Mortgage Insurance Policy or blanket policy insuring against hazard
losses pursuant to Section 3.13, payment of the servicing compensation of the
Sub-Servicer to the extent not retained by it), and shall not be entitled to
reimbursement therefor except as specifically pro vided in Section 3.11. The
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

                  SECTION  3.18.      Maintenance of Certain Servicing Policies.

                  During the term of its service as Master Servicer, the Master
Servicer shall 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


                                      -46-

<PAGE>



agents. Each such policy or policies and bond shall, together, comply with the
requirements from time to time of Fannie Mae or Freddie Mac for persons
performing servicing for mortgage loans purchased by such corporation. The
Master Servicer shall prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such errors and omissions policy or
policies or fidelity bond in a timely fashion in accordance with the terms of
such policy or bond, and upon the filing of any claim on any policy or bond
described in this Section, the Master Servicer shall promptly notify the Trustee
of any such claims and the Trustee shall notify the Rating Agency of such claim.

                  SECTION  3.19.      Annual Statement as to Compliance.

                  The Master Servicer will deliver to the Trustee and the
Company on or before ________ ___ of each year, beginning with _______ ___,
200_, an Officers' Certificate stating, as to each signatory thereof, that (i) a
review of the activities of the Master Servicer during the preceding calendar
year and of its performance under this 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 in all material respects its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officers and the nature and status thereof. Copies of such
certificate shall be provided by the Trustee to any Certificateholder upon
request at the Master Servicer's expense, provided such statement is delivered
by the Master Servicer to the Trustee.

                  SECTION  3.20.      Annual Independent Public Accountants'
                                      Servicing Statement.

                  On or before March 31 of each year, beginning with March 31,
20__, the Master Servicer at its expense shall furnish to the Company and the
Trustee a statement from a firm of independent certified public accountants
(which is a member of the American Institute of Certified Public Accountants) to
the effect that, based on an examination by such firm conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
the Audit Program for Mortgages serviced for Freddie Mac, the servicing of
mortgage loans under agreements (including this Agreement) substantially similar
to each other was conducted in compliance with such agreements except for such
significant exceptions or errors in record that, in the opinion of the firm, the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for Freddie Mac requires it to report. In rendering its
statement such firm may rely, as to the matters relating to the direct servicing
of mortgage loans by Sub-Servicers, upon comparable statements for examinations
conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for
Freddie Mac (rendered within one year of such statement) of firms of independent
public accountants with respect to those Sub-Servicers which also have been the
subject of such an examination. Copies of such statement shall be provided by
the Trustee to any Certificateholder upon request at the Master Servicer's
expense, provided such statement is delivered by the Master Servicer to the
Trustee.


                                      -47-

<PAGE>



                  SECTION  3.21.      Access to Certain Documentation.

                  (a) The Master Servicer shall provide to the OTS, the FDIC and
other federal banking regulatory agencies, and their respective examiners,
access to the documentation regarding the Mortgage Loans required by applicable
regulations of the OTS, the FDIC and such other agencies. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices of the Master Servicer designated by
it. Nothing in this Section 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 as a result of such obligation shall not
constitute a breach of this section.

                  (b) The Master Servicer shall afford the Company and the
Trustee, upon reasonable notice, during normal business hours access to all
records maintained by the Master Servicer in respect of its rights and
obligations hereunder and access to officers of the Master Servicer responsible
for such obligations. Upon request, the Master Servicer shall furnish the
Company and the Trustee with its most recent financial statements and such other
information as the Master Servicer possesses regarding its business, affairs,
property and condition, financial or otherwise to the extent related to the
servicing of the Mortgage Loans. The Company may, but is not obligated to,
enforce the obligations of the Master Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Company or its
designee. The Company shall not have any responsibility or liability for any
action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.

                  SECTION  3.22.      Title, Conservation and Disposition of REO
                                      Property.

                  This Section shall apply only to REO Properties acquired for
the account of the Trust Fund, and shall not apply to any REO Property relating
to a Mortgage Loan which was purchased or repurchased from the Trust Fund
pursuant to any provision hereof. In the event that title to any such REO
Property is acquired, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the Certificateholders. The Master
Servicer, on behalf of the Trust Fund, shall either sell any REO Property within
two years after the Trust Fund acquires ownership of such REO Property for
purposes of Section 86OG(a)(8) of the Code or, at the expense of the Trust Fund,
request an extension of the two-year grace period, more than 60 days before the
day on which the two-year grace period would otherwise expire, unless the Master
Servicer has delivered to the Trustee an Opinion of Counsel, addressed to the
Trustee and the Master Servicer, to the effect that the holding by the Trust
Fund of such REO Property subsequent to two years after its acquisition will not
result in the imposition on the Trust Fund of taxes on "prohibited transactions"
thereof, as defined in Section 86OF of the Code, or cause the Trust Fund to fail
to qualify as a REMIC under federal law at any time that any Certificates are
outstanding. The Master Servicer shall manage,


                                      -48-

<PAGE>



conserve, protect and operate each REO Property for the Certificateholders
solely for the purpose of its prompt disposition and sale in a manner which does
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 86OG(a)(8) or result in the receipt by the Trust Fund of
any "income from non- permitted assets" within the meaning of Section
86OF(a)(2)(B) of the Code or any "net income from foreclosure property" which is
subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell
such REO Property, the Master Servicer shall either itself or through an agent
selected by the Master Servicer protect and conserve such REO Property in the
same manner and to such extent as is customary in the locality where such REO
Property is located and may, incident to its conservation and protection of the
interests of the Certificateholders, rent the same, or any part thereof, as the
Master Servicer deems to be in the best interest of the Certificateholders for
the period prior to the sale of such REO Property.

                  The Master Servicer shall segregate and hold all funds
collected and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets. The Master Servicer
shall deposit, or cause to be deposited, on a daily basis in the Custodial
Account all revenues received with respect to the REO Properties, net of any
directly related expenses incurred or withdraw therefrom funds necessary for the
proper operation, management and maintenance of the REO Property.

                  If as of the date of acquisition of title to any REO Property
there remain outstanding unreimbursed Servicing Advances with respect to such
REO Property or any outstanding Advances allocated thereto the Master Servicer,
upon an REO Disposition, shall be entitled to reimbursement for any related
unreimbursed Servicing Advances and any unreimbursed related Advances as well as
any unpaid Servicing Fees from proceeds received in connection with the REO
Disposition, as further provided in Section 3.15.

                  Subject to the first paragraph of this Section 3.22, the REO
Disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as the Master Servicer shall determine to be in the
best economic interest of the Trust Fund.

                  Any REO Disposition shall be for cash only (unless changes in
the REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration).

                  The Master Servicer shall deposit the proceeds from the REO
Disposition, net of any payment to the Master Servicer as provided above, in the
Custodial Account upon receipt thereof for distribution in accordance with
Section 4.01, including any such net proceeds which are in excess of the
applicable Stated Principal Balance plus all unpaid REO Imputed Interest thereon
through the date of the REO Disposition.

                  Notwithstanding the foregoing provisions of this Section 3.22,
with respect to any Mortgage Loan as to which the Master Servicer has received
notice of, or has actual knowledge of, the presence of any toxic or hazardous
substance on the Mortgaged Property, the Master Servicer shall promptly request
the Trustee and the Company to provide directions and instructions with


                                      -49-

<PAGE>



respect to such Mortgage Loan and shall act in accordance with any such
directions and instructions jointly provided by the Trustee and the Company.
Notwithstanding the preceding sentence of this Section 3.22, with respect to any
Mortgage Loan described by such sentence, the Master Servicer shall not, on
behalf of the Trustee, either (i) obtain title to the related Mortgaged Property
as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire
possession of, the related Mortgaged Property, unless (i) the Company and the
Trustee jointly direct the Master Servicer to take such action and (ii) either
(A) the Master Servicer has, at least 30 days prior to taking such action,
obtained and delivered to the Company an environmental audit report prepared by
a Person who regularly conducts environmental audits using customary industry
standards or (B) the Company has directed the Master Servicer not to obtain an
environmental audit report. If the Trustee and the Company have not jointly
provided directions and instructions to the Master Servicer in connection with
any such Mortgage Loan within 30 days of a request by the Master Servicer for
such directions and instructions, then the Master Servicer shall take such
action as it deems to be in the best economic interest of the Trust Fund (other
than proceeding against the Mortgaged Property) and is hereby authorized at such
time as it deems appropriate to release such Mortgaged Property from the lien of
the related Mortgage.

                  The cost of the environmental audit report contemplated by
this Section 3.22 shall be advanced by the Master Servicer as an expense of the
Trust Fund, and the Master Servicer shall be reimbursed therefor from the
Custodial Account as provided in Section 3.11, any such right of reimbursement
being prior to the rights of the Certificateholders to receive any amount in the
Custodial Account.

                  If the Master Servicer determines, as described above, that it
is in the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property in compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, clean-up or remediation shall be advanced by the Master Servicer as
an expense of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor from the Custodial Account as provided in Section 3.11, any
such right of reimbursement being prior to the rights of the Certificateholders
to receive any amount in the Custodial Account.

                  SECTION  3.23.  Additional Obligations of the Master Servicer.

                  On each Certificate Account Deposit Date, the Master Servicer
shall deliver to the Trustee for deposit in the Certificate Account from its own
funds and without any right of reimbursement therefor, a total amount equal to
the aggregate of the Prepayment Interest Shortfalls for such Distribution Date;
provided that the Master Servicer's obligations under this subsection on any
Distribution Date shall not be more than the total amount of its master
servicing compensation payable in such month.



                                      -50-

<PAGE>



                  SECTION  3.24.      Additional Obligations of the Company.

                  The Company agrees that on or prior to the tenth day after the
Closing Date, the Company shall provide the Trustee with a written notification,
substantially in the form of Exhibit J attached hereto, relating to each Class
of Certificates, setting forth (i) in the case of each Class of such
Certificates, (a) if less than 10% of the aggregate Certificate Principal
Balance of such Class of Certificates has been sold as of such date, the value
calculated pursuant to clause (b)(iii) of Exhibit J hereto, or, (b) if 10% or
more of such Class of Certificates has been sold as of such date but no single
price is paid for at least 10% of the aggregate Certificate Principal Balance of
such Class of Certificates, then the weighted average price at which the
Certificates of such Class were sold and the aggregate percentage of
Certificates of such Class sold, (c) the first single price at which at least
10% of the aggregate Certificate Principal Balance of such class of Certificates
was sold or, (d) if any Certificates of each Class of Certificates are retained
by the Company or an affiliated corporation, or are delivered to the Seller, the
fair market value of such Certificates as of the Closing Date, (ii) the
prepayment assumption used in pricing the Certificates, and (iii) such other
information as to matters of fact as the Trustee may reasonably request to
enable it to comply with its reporting requirements with respect to each Class
of such Certificates to the extent such information can in the good faith
judgment of the Company be determined by it.


                                      -51-

<PAGE>



                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  SECTION  4.01.      Certificate Account; Distributions.

                  (a) The Trustee shall establish and maintain a Certificate
         Account, in which the Master Servicer shall cause to be deposited on
         behalf of the Trustee on or before 3:00 P.M. New York time on each
         Certificate Account Deposit Date by wire transfer of immediately
         available funds an amount equal to the sum of (i) any Advance for the
         immediately succeeding Distribution Date, (ii) any amount required to
         be deposited in the Certificate Account pursuant to Sections 3.11,
         3.13, 3.23 or 4.03(b) and (iii) all other amounts constituting or, if
         not otherwise applicable to the payment of the Trustee's Fee, that
         would constitute the Available Distribution Amount for the immediately
         succeeding Distribution Date. The Trustee shall transfer from the
         Certificate Account to itself, the Trustee's Fee on each Certificate
         Account Deposit Date. Such amounts do not constitute part of the
         Available Distribution Amount.

                  (b) On each Distribution Date the Trustee shall, distribute to
         the Master Servicer, in the case of a distribution pursuant to Section
         4.01(b)(iii), and to each Certificateholder of record on the next
         preceding Record Date (other than as provided in Section 9.01
         respecting the final distribution) either in immediately available
         funds (by wire transfer or otherwise) to the account of such
         Certificateholder at a bank or other entity having appropriate
         facilities therefor, if such Certificateholder has so notified the
         Trustee at least 5 Business Days prior to the related Record Date and
         such Certificateholder is the registered owner of Certificates the
         aggregate Initial Certificate Principal Balance of which is not less
         than $2,500,000 (or, with respect to the Class A-5 and Class A-7
         Certificates, is the registered owner of an initial Notional Amount of
         not less than $10,000,000 of each such class), or otherwise by check
         mailed to such Certificateholder at the address of such Holder
         appearing in the Certificate Register, such Certificateholder's share
         (based on the aggregate of the Percentage Interests represented by
         Certificates of the applicable Class held by such Holder) of the
         following amounts, in the following order of priority, in each case to
         the extent of the Available Distribution Amount:

                  (i) to the Class A Certificateholders on a pro rata basis
         based on Accrued Certificate Interest payable thereon, Accrued
         Certificate Interest on such Classes of Certificates for such
         Distribution Date and to the extent not previously paid, for all prior
         Distribution Dates;

                  (ii) to the Class A Certificateholders (other than the Class
         A-5 Certificateholders and the Class A-7 Certificateholders), in the
         priorities and amounts set forth in Sections 4.01(c) and (d), the sum
         of the following (applied to reduce the Certificate Principal Balances
         of such Class A Certificates, as applicable):



                                      -52-

<PAGE>



                  (A) the Senior Percentage for such Distribution Date times the
sum of the following:

                           (1) the principal portion of each Monthly Payment due
                  during the related Due Period on each Outstanding Mortgage
                  Loan, whether or not received on or prior to the related
                  Determination Date, minus the principal portion of any Debt
                  Service Reduction which together with other Bankruptcy Losses
                  exceeds the Bankruptcy Amount;

                           (2) the Stated Principal Balance of any Mortgage Loan
                  purchased during the related Prepayment Period and the amount
                  of any shortfall deposited in the Custodial Account in
                  connection with the substitution of a Deleted Mortgage Loan
                  pursuant to Section 2.04 during the related Prepayment Period;
                  and

                           (3) the principal portion of all other unscheduled
                  collections (other than Principal Prepayments and amounts
                  received in connection with a Cash Liquidation or REO
                  Disposition) received during the related Prepayment Period,
                  including, without limitation, Insurance Proceeds, Liquidation
                  Proceeds and REO Proceeds, to the extent applied by the Master
                  Servicer as recoveries of principal of the related Mortgage
                  Loan pursuant to Section 3.15;

                  (B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related Prepayment Period
and did not result in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser
of (a) the Senior Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date times the related unscheduled
collections (including without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan pursuant to Section 3.15;

                  (C) the Senior Accelerated Distribution Percentage for such
         Distribution Date times the aggregate of all Principal Prepayments in
         Full and Curtailments received in the related Prepayment Period; and

                  (D) any amounts described in clauses (A), (B) and (C) of this
         Section 4.01 (b)(ii), as determined for any previous Distribution Date,
         which remain unpaid after application of amounts previously distributed
         pursuant to this clause (D) to the extent that such amounts are not
         attributable to Realized Losses which have been allocated to the Class
         B Certificates;

                  (iii) if the Certificate Principal Balances of the Class B
         Certificates have not been reduced to zero, to the Master Servicer or a
         Sub-Servicer, to the extent of and in reimbursement for any Advances
         previously made with respect to any Mortgage Loan or REO Property which
         remain unreimbursed in whole or in part following the Cash


                                      -53-

<PAGE>



         Liquidation or REO Disposition of such Mortgage Loan or REO Property,
         minus any such Advances that were made with respect to delinquencies
         that ultimately constituted Excess Special Hazard Losses, Excess Fraud
         Losses, Excess Bankruptcy Losses or Extraordinary Losses;

                  (iv) to the Holders of the Class B Certificates, the Accrued
         Certificate Interest thereon for such Distribution Date, plus any
         Accrued Certificate Interest thereon remaining unpaid from any previous
         Distribution Date, except as provided below;

                  (v) to the Holders of the Class B Certificates, an amount
         equal to the Subordinate Principal Distribution Amount for such Class
         of Certificates for such Distribution Date, applied in reduction of the
         Certificate Principal Balance of the Class B Certificates;

                  (vi) to the Class A Certificateholders (other than the Class
         A-5 and Class A-7 Certificateholders) in the priority set forth in
         Section 4.01(c), the portion, if any, of the Available Distribution
         Amount remaining after the foregoing distributions, applied to reduce
         the Certificate Principal Balances of such Class A Certificates, but in
         no event more than the sum of the outstanding Certificate Principal
         Balances of the Class A Certificates (other than the Class A-5 and
         Class A-7 Certificates) and thereafter applied to reduce the
         Certificate Principal Balance of the Class B Certificates, but in no
         event more than the outstanding Certificate Principal Balance of the
         Class B Certificates; and

                  (vii) to the Class R Certificateholders, the balance, if any,
         of the Available Distribution Amount.

                  (c) Distributions of principal on the Class A Certificates
         (other than the Class A-5 and Class A-7 Certificates) on each
         Distribution Date occurring prior to the occurrence of the Credit
         Support Depletion Date will be made as follows:

                  (i) first, to the Class A-1 Certificates and Class A-6
         Certificates, with the amount to be distributed allocated as between
         such classes on a pro rata basis, until the Certificate Principal
         Balance of each such Class has been reduced to zero;

                  (ii) second, to the Class A-2 Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero;

                  (iii) third, to the Class A-3 Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero; and

                  (iv) fourth, to the Class A-4 Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero.



                                      -54-

<PAGE>



                  (d) On each Distribution Date occurring on or after the Credit
Support Depletion Date, all priorities relating to sequential distributions in
respect of principal among the various classes of Senior Certificates will be
disregarded, and the Senior Principal Distribution Amount will be distributed to
all classes of Senior Certificates pro rata in accordance with their respective
outstanding Certificate Principal Balances; provided, that the aggregate amount
distributable to the Class A-1, Class A-5 and Class A-6 Certificates (the
"Tiered Certificates") in respect of Accrued Certificate Interest thereon and in
respect of their pro rata portion of the Senior Principal Distribution Amount
shall be distributed among the Tiered Certificates in the amounts and priority
as follows: first, to the Class A-1 Certificates and the Class A-5 Certificates,
up to an amount equal to, and pro rata based on, the Accrued Certificate
Interest thereon; second to the Class A-1 Certificates, up to an amount equal to
the Optimal Principal Distribution Amount thereof, in reduction of the
Certificate Principal Balances thereof; third to the Class A-6 Certificates, up
to an amount equal to the Accrued Certificate Interest thereon; and fourth to
the Class A-6 Certificates the remainder of the amount so distributable among
the Tiered Certificates.

                  (e) The Trustee shall, upon written request from the Master
Servicer, invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Instruments designated
in the name of the Trustee for the benefit of the Certificateholders, which
shall mature not later than the Business Day next preceding the Distribution
Date next following the date of such investment (except that (i) any investment
in obligations of the institution with which the Certificate Account is
maintained may mature on such Distribution Date and (ii) any other investment
may mature on such Distribution Date if the Trustee shall agree to advance funds
on such Distribution Date to the Certificate Account in the amount payable on
such investment on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) 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 Certificate Account
by the Master Servicer out of its own funds immediately as realized without
right of reimbursement.

                  SECTION  4.02.      Statements to Certificateholders.

                  On each Distribution Date the Trustee shall forward or cause
to be forwarded by mail to each Holder of a Certificate and to the Company and
the Master Servicer a statement as to such distribution setting forth the
following information as to each Class of Certificates to the extent applicable:

                  (i) (a) the amount of such distribution to the
         Certificateholders of such Class applied to reduce the Certificate
         Principal Balance thereof, and (b) the aggregate amount included
         therein representing Principal Prepayments;

                  (ii) the amount of such distribution to the Certificateholders
         of such Class allocable to interest;


                                      -55-

<PAGE>




                  (iii) if the distribution to the Certificateholders of such
         Class is less than the full amount that would be distributable to such
         Certificateholders if there were sufficient funds available therefor,
         the amount of the shortfall;

                  (iv) the amount of any Advance by the Master Servicer pursuant
         to Section 4.04;

                  (v) the number and aggregate Stated Principal Balance of the
         Mortgage Loans after giving effect to the distribution of principal on
         such Distribution Date;

                  (vi) the aggregate Certificate Principal Balance of each Class
         of Certificates, after giving effect to the amounts distributed on such
         Distribution Date, separately identifying any reduction thereof due to
         Realized Losses other than pursuant to an actual distribution of
         principal;

                  (vii) the related Subordinate Principal Distribution Amount;

                  (viii) the amount of Servicing Fees paid to the Master
         Servicer;

                  (ix) on the basis of the most recent reports furnished to it
         by Sub-Servicers, the number and aggregate principal balances of
         Mortgage Loans that are delinquent (A) one month, (B) two months and
         (C) three months, and the number and aggregate principal balance of
         Mortgage Loans that are in foreclosure;

                  (x) the number, aggregate principal balance and book value of
         any REO Properties;

                  (xi) the aggregate Accrued Certificate Interest remaining
         unpaid, if any, for each Class of Certificates, after giving effect to
         the distribution made on such Distribution Date;

                  (xii) the Special Hazard Amount, Fraud Loss Amount and
         Bankruptcy Amount as of the close of business on such Distribution Date
         and a description of any change in the calculation of such amounts;

                  (xiii) the Pass-Through Rate on the Class A-7 Certificates for
         such Distribution Date;

                  (xiv) the occurrence of the Credit Support Depletion Date;

                  (xv) the Senior Accelerated Distribution Percentage applicable
         to such distribution;

                  (xvi) the Senior and Class B Percentages for such Distribution
         Date;



                                      -56-

<PAGE>



                  (xvii) the aggregate amount of Realized Losses allocated to
         the Certificates on such Distribution Date;

                  (xviii) the aggregate amount of any recoveries on previously
         foreclosed loans from the Seller due to a breach of representation or
         warranty;

                  (xix) the weighted average remaining term to maturity of the
         Mortgage Loans after giving effect to the amounts distributed on such
         Distribution Date; and

                  (xx) the weighted average Mortgage Rates of the Mortgage Loans
         after giving effect to the amounts distributed on such Distribution
         Date.

                  In the case of information furnished pursuant to subclauses
(i) and (ii) above, the amounts shall also be expressed as a dollar amount per
Single Certificate. Within a reasonable period of time after the end of each
calendar year, the Trustee shall prepare and forward to each Person who at any
time during the calendar year was a Holder of a Certificate, a statement
containing the information set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code and regulations thereunder as from time to time are in force.

                  SECTION 4.03.     Remittance Reports; Advances by the Master
                                    Servicer.

                  (a) By 11:00 A.M. New York time the Business Day following
each Determination Date, the Master Servicer shall deliver to the Trustee a
report, prepared as of the close of business on the Determination Date (the
"Determination Date Report"), by telecopy or in a mutually agreeable electronic
format. The Determination Date Report and any written information supplemental
thereto shall include such information with respect to the Mortgage Loans that
is reasonably available to the Master Servicer and that is required by the
Trustee for purposes of making the calculations referred to in the following
paragraph, as set forth in written specifications or guidelines issued by the
Trustee from time to time. Not later than 2:00 P.M. New York time on the
Certificate Account Deposit Date, the Trustee shall furnish by telecopy to the
Master Servicer a statement (the information in such statement to be made
available to Certificateholders or the Company by the Master Servicer on
request) setting forth (i) the Available Distribution Amount, (ii) the amounts
required to be withdrawn from the Custodial Account and deposited into the
Certificate Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01 (a); and (iii) such other
information with respect to the Mortgage Loans as the Trustee may reasonably
require to perform the calculations necessary to make the distributions
contemplated by Section 4.01 and to prepare the statements to Certificateholders
contemplated by Section 4.02. The determination by the Trustee of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder.



                                      -57-

<PAGE>



                  (b) Not later than 2:00 P.M. New York time on the Certificate
Account Deposit Date, the Trustee shall notify the Master Servicer of the
aggregate amount of Advances required to be made for the related Distribution
Date, which shall be the aggregate amount of Monthly Payments (with each
interest portion thereof adjusted to be net of the related Servicing Fee Rate),
less the amount of any related Debt Service Reductions or reductions in the
amount of interest collectable from the Mortgagor pursuant to the Relief Act, on
the Outstanding Mortgage Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as of the related
Determination Date, provided that following the reduction of the Certificate
Principal Balances of the Class B Certificates to zero no Advance shall be made
if it would be a Nonrecoverable Advance. On or before 3:00 P.M. New York time on
each Certificate Account Deposit Date, the Master Servicer shall either (i)
deposit in the Certificate Account from its own funds, or funds received
therefor from the Sub-Servicers, an amount equal to the Advances to be made by
the Master Servicer in respect of the related Distribution Date, (ii) withdraw
from amounts on deposit in the Custodial Account and deposit in the Certificate
Account all or a portion of the amounts held for future distribution in
discharge of any such Advance, or (iii) make advances in the form of any
combination of (i) and (ii) aggregating the amount of such Advance. Any portion
of the amounts held for future distribution so used shall be replaced by the
Master Servicer by deposit in the Custodial Account on or before 12: 00 P.M. New
York time on any future Certificate Account Deposit Date to the extent that
funds attributable to the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such Certificate Account
Deposit Date shall be less than payments to Certificateholders required to be
made on the following Distribution Date. The amount of any reimbursement
pursuant to Section 4.01(b)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments due but
delinquent for previous Due Periods, which allocation shall be made, to the
extent practicable, to Monthly Payments which have been delinquent for the
longest period of time. Such allocations shall be conclusive for purposes of
reimbursement to the Master Servicer from recoveries on the Mortgage Loans
pursuant to Section 3.11. The determination by the Master Servicer that it has
made a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a
Servicing Officer delivered to the Seller and the Trustee. The Trustee shall
deposit all funds it receives pursuant to this Section 4.03 into the Certificate
Account.

                  (c) In the event that the Master Servicer determines on the
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date in the amount determined by the Trustee
pursuant to paragraph (b) above, it shall give notice to the Trustee of its
inability to advance (such notice may be given by telecopy), not later than 3:00
P.M., New York time, on such Business Day, specifying the portion of such amount
that it will be unable to deposit. If the Master Servicer shall have determined
that it is not obligated to make the entire Advance because all or a lesser
portion of such Advance would not be recoverable from Insurance Proceeds,
Liquidation Proceeds or otherwise, the Master Servicer shall promptly deliver to
the Trustee for the benefit of the Certificateholders an Officer's Certificate
setting forth the reasons for the Master Servicer's determination. Not later
than 5:00 P.M., New York time, on the Certificate Account Deposit Date, unless
by such time the Master Servicer shall have directly or indirectly deposited in


                                      -58-

<PAGE>



the Certificate Account the entire amount of the Advances required to be made
for the related Distribution Date, pursuant to Section 7.01, the Trustee shall
(a) terminate all of the rights and obligations of the Master Servicer under
this Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date.

                  SECTION  4.04.      Allocation of Realized Losses.

                  Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that resulted from any
Cash Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition
that occurred during the related Prepayment Period. The amount of each Realized
Loss shall be evidenced by an Officers' Certificate by the Master Servicer.
Realized Losses shall be allocated among the various Classes of Certificates as
determined by the Trustee in accordance with the following provisions. All
Realized Losses, other than Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses or Extraordinary Losses shall be allocated as
follows: first, to the Class B Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and second, among all the Class A
Certificates as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on Mortgage
Loans will be allocated among the Class A and Class B Certificates on a pro rata
basis, as described below. As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or more specified Classes of Certificates means an
allocation on a pro rata basis, without priority among the various Classes so
specified, to each such Class of Certificates on the basis of the then
outstanding Certificate Principal Balances thereof in the case of the principal
portion of a Realized Loss or based on the Accrued Certificate Interest thereon
in the case of an interest portion of a Realized Loss. Allocations of Realized
Losses which are Default Losses to the Class A Certificates will be made on a
pro rata basis, based on their then outstanding Certificate Principal Balances,
or the Accrued Certificate Interest thereon, as applicable, between the Class A-
1, Class A-5 and Class A-6 Certificates, on the one hand, and the Class A-2,
Class A-3, Class A-4 and Variable Strip Certificates, on the other. Any such
Realized Losses so allocated to the Class A-1, Class A-5 and Class A-6
Certificates will be allocated first to the Class A-6 Certificates until the
Certificate Principal Balance thereof or the Accrued Certificate Interest
thereon, as appropriate, is reduced to zero and then to the Class A-1 and Class
A-5 Certificates on a pro rata basis. Any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to a Class A Certificate
shall be made by reducing the Certificate Principal Balance thereof by the
amount so allocated, which allocation shall be deemed to have occurred at the
close of business on such Distribution Date. Any allocation of the principal
portion of Realized Losses (other than Debt Service Reductions) to the Class B
Certificates, shall be made by operation of the definition of "Certificate
Principal Balance" and by operation of the provisions of Section 4.01(b).
Allocations of the interest portions of Realized Losses shall be made by
operation of the definition of "Accrued Certificate Interest" and by operation
of the provisions of Section 4.01(b) or 4.01(d), as applicable. Allocations of
the principal portion of Debt Service Reductions shall be made by operation of
the provisions of Section 4.01(b) or 4.01(d), as applicable. All Realized Losses
and all other losses


                                      -59-

<PAGE>



allocated to a Class of Certificates under this Section 4.04 will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.

                  SECTION  4.05.      Information Reports to be Filed by the
                                      Master Servicer.

                  The Master Servicer or the Sub-Servicers shall file the
information returns with respect to the receipt of mortgage interest received in
a trade or business, reports of foreclosures and abandonments of any Mortgaged
Property and the information returns relating to cancellation of indebtedness
income with respect to any Mortgaged Property required by Sections 6050H, 6050J
and 6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate stating that such reports have been filed. Such reports shall be in
form and substance sufficient to meet the reporting requirements imposed by such
Sections 6050H, 6050J and 6050P of the Code.

                  SECTION  4.06.      Compliance with Withholding Requirements.

                  Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount on the
Mortgage Loans, and payments of interest or discount on amounts invested by the
Trustee as agent for Certificateholders pursuant to an election made under
Section 4.01 hereof, that the Trustee reasonably believes are applicable under
the Code. The consent of Certificateholders shall not be required for such
withholding. In the event the Trustee withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall, together with
its monthly report to such Certificateholders pursuant to Section 4.02 hereof,
indicate such amount withheld.


                                      -60-

<PAGE>



                                    ARTICLE V

                                THE CERTIFICATES

                  SECTION  5.01.      The Certificates.

                  The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1, A-2 and B. The Certificates will be issuable in
registered form only. The Class A Certificates, other than the Class A-5 and
Class A-7 Certificates, shall be issuable in minimum dollar denominations of
$1,000 and integral multiples of $1 in excess thereof, except that one
Certificate of each Class of Class A Certificates may be issued in an amount
such that the denomination of such Certificate and the aggregate denomination of
all other outstanding Certificates of such Class together equal the aggregate
Certificate Principal Balance of such Class. The Class B Certificates shall be
issuable in minimum dollar denominations of $25,000 and integral multiples of $1
in excess thereof, except that one Certificate of such Class may be issued in an
amount such that the denomination of such Certificate and the aggregate
denomination of all other outstanding Certificates of such Class together equal
the aggregate Certificate Principal Balance of such Class. The Class A-5 and
Class A-7 Certificates shall be issuable in minimum Notional Amounts of $1,000
and integral multiples of $1 in excess thereof, except that one Certificate of
each such Class may be issued in an amount such that the denomination of such
Certificate and the aggregate denomination of all other outstanding Certificates
of such Class together equal the aggregate Notional Amount of such Class. The
Class R Certificates will each be issuable in minimum denominations of any
Percentage Interest representing 20% and integral multiples of 0.01% in excess
thereof, provided, however, that one Class R Certificate may be issued to the
"tax matters person" pursuant to Article X, in a minimum denomination
representing a Percentage Interest of not less than 0.01%.

                  Upon original issue, the Certificates shall, upon the written
request of the Company executed by an officer of the Company, be executed and
delivered by the Trustee, authenticated by the Trustee and delivered to or upon
the order of the Company upon receipt by the Trustee of the documents specified
in Section 2.01. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by a
Responsible Officer. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates issued on the Closing
Date shall be dated the Closing Date and any Certificates delivered thereafter
shall be dated the date of their authentication.




                                      -61-

<PAGE>



                  SECTION  5.02.      Registration of Transfer and Exchange of
                                      Certificates.

                  The Trustee shall maintain a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided.

                  No transfer, sale, pledge or other disposition of a Class B or
a Class R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws or is
made in accordance with said Act and laws. In the event that a transfer of a
Class B or Class R Certificate is to be made (i) the Depositor may direct the
Trustee to require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Depositor that such transfer shall
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Depositor or the Master Servicer, provided that such Opinion of Counsel will not
be required in connection with the initial transfer of any such Certificate by
the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and
(ii) the Trustee shall require the transferee to execute a representation
letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall
require the transferor to execute a representation letter, substantially in the
form of Exhibit G-2 hereto, each acceptable to and in form and substance
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which representation letters
shall not be an expense of the Trustee, the Depositor or the Master Servicer.
Any such Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such applicable federal and state laws.

                  The Trustee shall require a written Opinion of Counsel from a
prospective transferee prior to the transfer of any Class B or Class R
Certificate to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and Keogh plans, that is subject to
Section 406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a
trustee or other Person acting on behalf of any Plan, or to any other person who
is using "plan assets" of any Plan to effect such acquisition (including any
insurance company using funds in its general or separate accounts that may
constitute "plan assets"). Such Opinion of Counsel must establish to the
satisfaction of the Depositor and the Trustee or the Certificate Registrar that
such disposition will not violate the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the
Master Servicer nor the Trustee will be required to obtain such Opinion of
Counsel on behalf of any prospective transferee. In the case of any transfer of
the foregoing Certificates to an insurance company, in lieu of such Opinion of
Counsel, the Trustee shall require a certification in the form of Exhibit G-5
hereto substantially to the effect that all funds used by such transferee to
purchase such Certificates will be funds held by it in its general account which
it reasonably believes do not constitute "plan assets" of any Plan (as defined
above). The permission


                                      -62-

<PAGE>



of any transfer in violation of the restriction on transfer set forth in this
paragraph shall not constitute a default or an Event of Default.

                  (i) Each Person who has or who acquires any Ownership Interest
         in a Class R Certificate shall be deemed by the acceptance or
         acquisition of such Ownership Interest to have agreed to be bound by
         the following provisions and to have irrevocably authorized the Trustee
         or its designee under clause (iii)(A) below to deliver payments to a
         Person other than such Person and to negotiate the terms of any
         mandatory sale under clause (iii)(B) below and to execute all
         instruments of transfer and to do all other things necessary in
         connection with any such sale. The rights of each Person acquiring any
         Ownership Interest in a Class R Certificate are expressly subject to
         the following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
         a Class R Certificate shall be a Permitted Transferee and shall
         promptly notify the Trustee of any change or impending change in its
         status as a Permitted Transferee.

                  (B) In connection with any proposed transfer of any Ownership
         Interest in a Class R Certificate, the Trustee shall require delivery
         to it, and shall not register the transfer of any Class R Certificate
         until its receipt of (I) an affidavit and agreement (a "Transfer
         Affidavit and Agreement" in the form attached hereto as Exhibit G-3)
         from the proposed Transferee, in form and substance satisfactory to the
         Master Servicer and the Trustee representing and warranting, among
         other things, that it is a Permitted Transferee, that it is not
         acquiring its Ownership Interest in the Class R Certificate that is the
         subject of the proposed Transfer as a nominee, trustee or agent for any
         Person who is not a Permitted Transferee, that for so long as it
         retains its Ownership Interest in a Class R Certificate, it will
         endeavor to remain a Permitted Transferee, and that it has reviewed the
         provisions of this Section 5.02 and agrees to be bound by them, and
         (II) a certificate, in the form attached hereto as Exhibit G-4, from
         the Holder wishing to transfer the Class R Certificate, in form and
         substance satisfactory to the Master Servicer and the Trustee
         representing and warranting, among other things, that no purpose of the
         proposed Transfer is to impede the assessment or collection of tax.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
         Agreement by a proposed Transferee under clause (B) above, if a
         Responsible Officer of the Trustee assigned to this transaction has
         actual knowledge that the proposed Transferee is not a Permitted
         Transferee, no Transfer of an Ownership Interest in a Class R
         Certificate to such proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
         a Class R Certificate shall agree (x) to require a Transfer Affidavit
         and Agreement from any other Person to whom such Person attempts to
         transfer its Ownership Interest in a Class R Certificate and (y) not to
         transfer its Ownership Interest unless it provides a certificate to the
         Trustee in the form attached hereto as Exhibit G-4.



                                      -63-

<PAGE>



                  (E) Each Person holding or acquiring an Ownership Interest in
         a Class R Certificate, by purchasing an Ownership Interest in such
         Certificate, agrees to give the Trustee written notice that it is a
         "pass- through interest holder" within the meaning of Temporary
         Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
         acquiring an Ownership Interest in a Class R Certificate, if it is "a
         pass-through interest holder", or is holding an Ownership Interest in a
         Class R Certificate on behalf of a "pass-through interest holder."

                  (ii) The Trustee will register the Transfer of any Class R
         Certificate only if it shall have received the Transfer Affidavit and
         Agreement in the form attached hereto as Exhibit G-3, a certificate of
         the holder requesting such transfer in the form attached hereto as
         Exhibit G-4 and all of such other documents as shall have been
         reasonably required by the Trustee as a condition to such registration.
         Transfers of the Class R Certificates to Non-United States Persons and
         Disqualified Organizations are prohibited.

                  (iii) (a) if any Disqualified Organization shall become a
         holder of a Class R Certificate, then the last preceding Permitted
         Transferee shall be restored, to the extent permitted by law, to all
         rights and obligations as holder thereof retroactive to the date of
         registration of such Transfer of such Class R Certificate. If a
         Non-United States Person shall become a holder of a Class R
         Certificate, then the last preceding United States Person shall be
         restored, to the extent permitted by law, to all rights and obligations
         as holder thereof retroactive to the date of registration of such
         Transfer of such Class R Certificate. If a transfer of a Class R
         Certificate is disregarded pursuant to the provisions of Treasury
         Regulations Section 1.860E-1 or Section 1.86OG-3, then the last
         preceding Permitted Transferee shall be restored, to the extent
         permitted by law, to all rights and obligations as holder thereof
         retroactive to the date of registration of such Transfer of such Class
         R Certificate. The Trustee shall be under no liability to any Person
         for any registration of Transfer of a Class R Certificate that is in
         fact not permitted by this Section 5.02 or for making any payments due
         on such Certificate to the holder thereof or for taking any other
         action with respect to such holder under the provisions of this
         Agreement.

                           (b) If any purported Transferee shall become a holder
         of a Class R Certificate in violation of the restrictions in this
         Section 5.02 and to the extent that the retroactive restoration of the
         rights of the holder of such Class R Certificate as described in clause
         (iii)(a) above shall be invalid, illegal or unenforceable, then the
         Trustee shall have the right, without notice to the holder or any prior
         holder of such Class R Certificate, to sell such Class R Certificate to
         a purchaser selected by the Trustee on such terms as the Trustee may
         choose. Such purported Transferee shall promptly endorse and deliver
         each Class R Certificate in accordance with the instructions of the
         Trustee. Such purchaser may be the Trustee itself. The proceeds of such
         sale, net of the commissions (which may include commissions payable to
         the Trustee), expenses and taxes due, if any, will be remitted by the
         Trustee to such purported Transferee. The terms and conditions of any
         sale under this clause (iii)(b) shall be determined in the sole
         discretion of the Trustee, and the Trustee shall not be


                                      -64-

<PAGE>



         liable to any Person having an Ownership Interest in a Class R
         Certificate as a result of its exercise of such discretion.

                  (iv) The Trustee shall make available to the Internal Revenue
         Service and those Persons specified by the REMIC Provisions, all
         information necessary to compute any tax imposed (A) as a result of the
         transfer of an ownership interest in a Class R Certificate to any
         Person who is a Disqualified Organization, including the information
         regarding "excess inclusions" of such Class R Certificates required to
         be provided to the Internal Revenue Service and certain Persons as
         described in Treasury Regulations Sections 1.86OD-l(b)(5) and 1.860E
         2(a)(5), and (B) as a result of any regulated investment company, real
         estate investment trust, common trust fund, partnership, trust, estate
         or organization described in Section 1381 of the Code that holds an
         Ownership Interest in a Class R Certificate having as among its record
         holders at any time any Person who is a Disqualified Organization. The
         Trustee may charge and shall be entitled to reasonable compensation for
         providing such information as may be required from those Persons which
         may have had a tax imposed upon them as specified in clauses (A) and
         (B) of this paragraph for providing such information.

                  Subject to the preceding paragraphs, upon surrender for
registration of transfer of any Certificate at the office of the Trustee
maintained for such purpose, the Trustee shall execute and the Trustee or the
Authenticating Agent shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class of a like aggregate initial Certificate Principal Balance. Every
Certificate surrendered for transfer shall be accompanied by notification of the
account of the designated transferee or transferees for the purpose of receiving
distributions pursuant to Section 4.01 by wire transfer, if any such transferee
desires and is eligible for distribution by wire transfer.

                  At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of the same Class
of a like aggregate initial Certificate Principal Balance, upon surrender of the
Certificates to be exchanged at the office of the Certificate Registrar.
Whenever any Certificates are so surrendered for exchange the Trustee shall
execute, authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trustee or the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

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

                  All Certificates surrendered for transfer and exchange shall
be canceled and retained by the Trustee in accordance with the Trustee's
standard procedures.


                                      -65-

<PAGE>



                  SECTION  5.03.      Mutilated, Destroyed, Lost or Stolen
                                      Certificates.

                  If (i) any mutilated Certificate is surrendered to the Trustee
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Certificate, and (ii) there is delivered to the Trustee such
security or indemnity as may be required by it to save it harmless, then, in the
absence of notice to the Trustee that such Certificate has been acquired by a
bona fide purchaser, the Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and initial Certificate
Principal Balance. Upon the issuance of any new Certificate under this Section,
the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

                  SECTION  5.04.      Persons Deemed Owners.

                  The Company, the Master Servicer, the Trustee and any agent of
any of them may treat the person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee nor any agent of any of them shall be
affected by notice to the contrary.


                                      -66-

<PAGE>



                                   ARTICLE VI

                       THE COMPANY AND THE MASTER SERVICER

                  SECTION  6.01.      Liability of the Company and the Master
                                      Servicer.

                  The Company and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company and the Master Servicer herein.

                  SECTION  6.02.      Merger, Consolidation or Conversion of the
                                      Company or the Master Servicer.

                  The Company and the Master Servicer each will keep in full
effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement; and provided further
that the Rating Agencies' ratings of the Class A Certificates immediately prior
to such merger or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by a letter to such effect from the Rating
Agencies).

                  Any Person into which the Company or the Master Servicer may
be merged, consolidated or converted, or any corporation resulting from any
merger or consolidation to which the Company or the Master Servicer shall be a
party, or any Person succeeding to the business of the Company or the Master
Servicer, shall be the successor of the Company or the Master Servicer, as the
case may be, 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; provided, however, that the successor or surviving
Person to the Master Servicer shall be qualified to sell mortgage loans to and
service mortgage loans for Fannie Mae or Freddie Mac.

                  SECTION  6.03.      Limitation on Liability of the Company,
                                      the Master Servicer and Others.

                  Neither the Company, the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Company or the Master Servicer (but this
provision shall protect the above described persons) against any breach of
warranties or representations made herein, or against any specific liability
imposed on the Master Servicer pursuant to Section 3.01 or any other Section
hereof; and provided further that this provision shall not protect the Company,
the Master Servicer or any such person, against any liability which would
otherwise be imposed by reason of willful


                                      -67-

<PAGE>



misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or 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 Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer shall be indemnified and
held harmless by the Trust Fund against any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to Master
Servicer's servicing obligations with respect to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) or related to the Master Servicer's
obligations under Section 3.01, or any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.

                   Neither the Company nor the Master Servicer shall be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Company or the Master Servicer may in its sole discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom (except any action or
liability related to the Master Servicer's obligations under Section 3.01) shall
be expenses, costs and liabilities of the Trust Fund, and the Company and the
Master Servicer shall be entitled to be reimbursed therefor from the Certificate
Account as provided in Section 3.11, any such right of reimbursement being prior
to the rights of Certificateholders to receive any amount in the Certificate
Account.

                  SECTION  6.04.      Limitation on Resignation of the Master
                                      Servicer.

                  The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (a) upon appointment of a successor servicer
reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter
from each Rating Agency that such a resignation and appointment will not, in and
of itself, result in a downgrading of the Certificates or (b) upon determination
that its duties hereunder are no longer permissible under applicable law (any
such determination permitting the resignation of the Master Servicer to be
evidenced by an Opinion of Counsel (at the expense of the resigning Master
Servicer) to such effect delivered to the Trustee). No such resignation shall
become effective until the Trustee or a successor servicer shall have assumed
the Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.


                                      -68-

<PAGE>



                                   ARTICLE VII

                                     DEFAULT

                  SECTION  7.01.      Events of Default.

                  "Event of Default", wherever used herein, means any one of the
following events:

                  (i) any failure by the Master Servicer to remit to the Trustee
         for distribution to the Certificateholders any payment (other than an
         Advance) required to be made under the terms of the Certificates or
         this Agreement which continues unremedied for a period of one day after
         the date upon which written notice of such failure, requiring the same
         to be remedied, shall have been given to the Master Servicer by the
         Company (with a copy to the Trustee) or the Trustee, or to the Master
         Servicer, the Company and the Trustee by the Holders of Certificates
         entitled to at least 25% of the Voting Rights; or

                  (ii) any failure on the part of the Master Servicer duly to
         observe or perform in any material respect any other of the covenants
         or agreements on the part of the Master Servicer contained in the
         Certificates or in this Agreement (including any breach of the Master
         Servicer's representations and warranties pursuant to Section 2.03(a)
         which materially and adversely affects the interests of the
         Certificateholders) which continues unremedied for a period of 30 days
         after the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given to the Master Servicer by
         the Company (with a copy to the Trustee) or the Trustee, or to the
         Master Servicer, the Company and the Trustee by the Holders of
         Certificates entitled to at least 25% of the Voting Rights; or

                  (iii) a decree or order of a court or agency or supervisory
         authority having jurisdiction in an involuntary case under any present
         or future federal or state bankruptcy, insolvency or similar law or the
         appointment of a conservator or receiver or liquidator in any
         insolvency, readjustment of debt, marshaling 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 or unstayed
         for a period of 60 consecutive days; or

                  (iv) the Master Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling 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

                  (v) 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 or otherwise voluntarily commence a case or proceeding
         under any applicable bankruptcy, insolvency, reorganization


                                      -69-

<PAGE>



         or other similar statute, make an assignment for the benefit of its
         creditors, or voluntarily suspend payment of its obligations; or

                  (vi) the Master Servicer shall fail to deposit in the
         Certificate Account on any Certificate Account Deposit Date an amount
         equal to any required Advance.

                  If the Master Servicer shall fail to make any deposit in the
Certificate Account as required by Section 4.01, the Trustee shall give the
Master Servicer notice pursuant to clause (i) not later than the Business Day
following the Certificate Account Deposit Date. If an Event of Default described
in clauses (i) - (v) of this Section shall occur, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Company or the Trustee may, and at the direction of the Holders of Certificates
entitled to at least 51% of the Voting Rights, the Trustee shall, by notice to
the Master Servicer (and to the Company if given by the Trustee or to the
Trustee if given by the Company) terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Trust Fund, other
than its rights as a Certificateholder hereunder and the Company, terminate all
of the rights and obligations of the Master Servicer under this Agreement and in
and to the Trust Fund, other than its rights as a Certificateholder hereunder.
If an Event of Default described in clause (vi) hereof shall occur, the Trustee
shall, by notice to the Master Servicer and the Company, terminate all of the
rights and obligations of the Master Servicer under this Agreement and in and to
the Trust Fund, other than its rights as a Certificateholder hereunder. On or
after the receipt by the Master Servicer of such notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a holder thereof) or the Mortgage Loans or other
wise, shall pass to and be vested in the Trustee pursuant to and under this
Section, and, without limitation, the Trustee 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 or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its appointed agent for
administration by it of all cash amounts which shall at the time be deposited by
the Master Servicer or should have been deposited to the Custodial or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. The Trustee shall not be deemed to have breached any obligation hereunder
as a result of a failure to make or delay in making any distribution as and when
required hereunder caused by the failure of the Master Servicer to remit any
amounts received on it or to deliver any documents held by it with respect to
the Mortgage Loans. For purposes of this Section 7.01, the Trustee shall not be
deemed to have knowledge of an Event of Default unless a Responsible Officer of
the Trustee assigned to and working in the Trustee's Corporate Trust Division
has actual knowledge thereof or unless notice of any event which is in fact such
an Event of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.



                                      -70-

<PAGE>



                  [Notwithstanding any termination of the activities of [Name of
Master Servicer] in its capacity as Master Servicer hereunder, [Name of Master
Servicer] shall be entitled to receive, out of any Late Collection of a Monthly
Payment on a Mortgage Loan which was due prior to the notice terminating [Name
of Master Servicer]'s rights and obligations as Master Servicer hereunder and
received after such notice, that portion to which [Name of Master Servicer]
would have been entitled pursuant to Sections 3.11 (ii), (iii), (iv), (v) and
(viii) and Section 4. 01 (b)(iii) as well as the portion of its related
Servicing Fee in respect thereof, and any other amounts payable to [Name of
Master Servicer] hereunder the entitlement to which arose prior to the
termination of its activities hereunder.]

                  SECTION  7.02.      Trustee to Act; Appointment of Successor.

                  On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01, the Trustee or its appointed agent shall
be the successor in all respects to the Master Servicer in its capacity as
Master Servicer under this Agreement and the transactions set forth or provided
for herein and shall be subject thereafter to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer including the
obligation to make Advances which have been or will be required to be made
(except for the responsibilities, duties and liabilities contained in Section
2.03 and its obligations to deposit amounts in respect of losses incurred prior
to the date of succession pursuant to Section 3.12 and 4.01(e)) by the terms and
provisions hereof; and provided further, that any failure to perform such duties
or responsibilities caused by the Master Servicer's failure to provide
information required by Section 4.03 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee shall be entitled to
all funds relating to the Mortgage Loans which the Master Servicer would have
been entitled to charge to the Custodial Account and the Certificate Account if
the Master Servicer had continued to act hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act or if the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee, appoint, or petition a court
of competent jurisdiction to appoint, any Fannie Mae or Freddie Mac approved
mortgage servicing institution 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. Pending appointment of a successor to the Master Servicer hereunder,
the Trustee shall act in such capacity as herein above provided. In connection
with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted the Master Servicer hereunder. The Trustee and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession; provided, however, that such
succession shall not reduce the ratings of the Certificates below the original
ratings thereof.

                  Any successor, including the Trustee, to the Master Servicer
shall maintain in force during its term as master servicer hereunder the
Insurance Policies and fidelity bonds to the same extent as the Master Servicer
is so required pursuant to Sections 3.13 and 3.18.


                                      -71-

<PAGE>



                  SECTION  7.03.      Notification to Certificateholders.

                  (a) Upon any such termination or appointment of a successor to
the Master Servicer, the Trustee shall give prompt notice thereof to
Certificateholders.

                  (b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Holders of Certificates
notice of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.

                  SECTION  7.04.      Waiver of Events of Default.

                  The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder, may waive such
default or Event of Default (other than an Event of Default set forth in Section
7.01(vi); provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
the second paragraph of Section 11.01 or materially adversely affect any
non-consenting Certificateholder. Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights of
Certificates affected by such default or Event of Default, such default or Event
of Default shall cease to exist and shall be deemed to have been remedied for
every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the
extent expressly so waived.


                                      -72-

<PAGE>



                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION  8.01.      Duties of Trustee.

                  The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee enumerated in this Agreement
shall not be construed as a duty.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found
not to conform to the requirements of this Agreement in a material manner, the
Trustee shall take action as it deems appropriate to have the instrument
corrected.

                  The Trustee shall sign on behalf of the Trust Fund any tax
return that the Trustee is required to sign pursuant to applicable federal,
state or local tax laws.

                  The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of the Trust Fund
as a REMIC under the REMIC Provisions and to prevent the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on the Trust Fund to the extent that maintaining such status and avoiding
such taxes are reasonably within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.

                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing of all such Events of Default which may have occurred, the
         duties and obligations of the Trustee shall be determined solely by the
         express provisions of this Agreement, the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in this Agreement, no implied covenants or
         obligations shall be read into this Agreement against the Trustee and,
         in the absence of bad faith on the part of the Trustee, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions


                                      -73-

<PAGE>



         expressed therein, upon any certificates or opinions furnished to the
         Trustee and conforming to the requirements of this Agreement;

                  (ii) The Trustee shall not be personally liable for an error
         of judgment made in good faith by a Responsible Officer or Responsible
         Officers of the Trustee, unless it shall be proved that the Trustee was
         negligent in ascertaining the pertinent facts;

                  (iii) The Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with the direction of Holders of Certificates
         entitled to at least 25% of the Voting Rights relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Trustee, or exercising any trust or power conferred upon the
         Trustee, under this Agreement.

                  SECTION  8.02.      Certain Matters Affecting the Trustee.

                  Except as otherwise provided in Section 8.01:

                  (a) The Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;

                  (b) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance therewith;

                  (c) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default (which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;

                  (d) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;



                                      -74-

<PAGE>



                  (e) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The
reasonable expense of every such reasonable examination shall be paid by the
Master Servicer or, if paid by the Trustee, shall be repaid by the Master
Servicer upon demand; and

                  (f) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys.

                  SECTION  8.03.      Trustee Not Liable for Certificates or
                                      Mortgage Loans.

                  The recitals contained herein and in the Certificates, other
than the signature of the Trustee on the Certificates and the certificate of
authentication, shall be taken as the statements of the Company or the Master
Servicer, as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement or of the Certificates or of any
Mortgage Loan or related document, other than the signature of the Trustee on
the Certificates and the Certificate of Authentication. The Trustee shall not be
accountable for the use or application by the Company or the Master Servicer of
any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Seller in respect of the Mortgage Loans
or deposited in or withdrawn from the Custodial Account or the Certificate
Account or any other account by or on behalf of the Company or the Master
Servicer, other than any funds held by or on behalf of the Trustee in accordance
with Section 4.01.

                  SECTION  8.04.      Trustee May Own Certificates.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates with the same rights it would have if it
were not Trustee.

                  SECTION  8.05.      Payment of Trustee's Fees.

                  The Trustee shall withdraw from the Certificate Account on
each Distribution Date and pay to itself the Trustee's Fee. Except as otherwise
provided in this Agreement, the Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust Fund and held harmless
against any loss, liability or "unanticipated out-of-pocket" expense incurred or
paid to third parties (which expenses shall not include salaries paid to
employees, or allocable overhead,


                                      -75-

<PAGE>



of the Trustee) in connection with the acceptance or administration of its
trusts hereunder or the Certificates, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder all such amounts shall be payable from funds in
the Custodial Account as provided in Section 3.11. The provisions of this
Section 8.05 shall survive the termination of this Agreement.

                  The Master Servicer shall indemnify the Trustee and any
director, officer, employee or agent of the Trustee against any loss, liability
or expense that may be sustained in connection with this Agreement related to
the willful misfeasance, bad faith or negligence in the performance of its
duties hereunder.

                  SECTION  8.06.      Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be a corporation or a
national banking association organized and doing business under the laws of any
state or the United States of America or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. In addition, the Trustee shall at all times be
acceptable to the Rating Agency rating the Certificates. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07. The corporation or national banking association serving as Trustee
may have normal banking and trust relationships with the Seller and its
affiliates or the Master Servicer and its affiliates; provided, however, that
such corporation cannot be an affiliate of the Master Servicer other than the
Trustee in its role as successor to the Master Servicer.

                  SECTION  8.07.      Resignation and Removal of the Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by giving notice thereof to the Company, the Master
Servicer and to all Certificateholders; provided, that such resignation shall
not be effective until a successor trustee is appointed and accepts appointment
in accordance with the following provisions. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee who meets
the eligibility requirements of Section 8.06 by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Company. If no successor
trustee shall have been so appointed and have accepted appointment within 60
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee; provided, however, that the resigning Trustee shall not resign


                                      -76-

<PAGE>



and be discharged from the trusts hereby created until such time as the Rating
Agency rating the Certificates approves the successor trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Company or the Master Servicer, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the rating of the long-term debt obligations of the Trustee
is not acceptable to the Rating Agency in respect of mortgage pass-through
certificates having a rating equal to the then current rating on the
Certificates, then the Company may remove the Trustee and appoint a successor
trustee who meets the eligibility requirements of Section 8.06 by written
instrument, in duplicate, which instrument shall be delivered to the Trustee so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the Certificateholders and the Master Servicer by the Company.

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Certificateholders and the Master Servicer
by the Company.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

                  SECTION  8.08.      Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Master Servicer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder, and the Master Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.

                   No successor trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.


                                      -77-

<PAGE>



                  Upon acceptance of appointment by a successor trustee as
provided in this Section, the Master Servicer shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Master Servicer.

                  SECTION  8.09.      Merger or Consolidation of Trustee.

                  Any corporation into which the Trustee 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 Trustee shall be a party,
or any corporation succeeding to the business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be eligible
under the provisions of Section 8.06, 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.

                  SECTION  8.10.      Appointment of Co-Trustee or Separate
                                      Trustee.

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Company and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Company and the
Trustee may consider necessary or desirable. If the Company shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.



                                      -78-

<PAGE>



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

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


                                      -79-

<PAGE>



                                   ARTICLE IX

                                   TERMINATION

                  SECTION  9.01.      Termination Upon Repurchase or Liquidation
                                      of All Mortgage Loans.

                  Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby (other than the obligations of the Master Servicer to provide for and the
Trustee to make payments to Certificateholders as hereafter set forth) shall
terminate upon payment to the Certificateholders of all amounts held by or on
behalf of the Trustee and required to be paid to them hereunder following the
earlier to occur of (i) the repurchase by the Master Servicer of all Mortgage
Loans and each REO Property in respect thereof remaining in the Trust Fund at a
price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan
(other than one as to which a REO Property was acquired) on the day of
repurchase together with accrued interest on such unpaid principal balance at
the related Net Mortgage Rate to the first day of the month in which the
proceeds of such repurchase are to be distributed, plus (b) the appraised value
of any REO Property less the good faith estimate of the Master Servicer of
liquidation expenses to be incurred in connection with its disposal thereof,
such appraisal to be conducted by an appraiser mutually agreed upon by the
Master Servicer and the Trustee at the expense of the Master Servicer, (but not
more than the unpaid principal balance of the related Mortgage Loan, together
with accrued interest on that balance at the Net Mortgage Rate to the first day
of the month of repurchase), and (ii) the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund (or the disposition of all REO Property in respect thereof);
provided, however, that in no event shall the trust created hereby continue
beyond expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof. In the case of any repurchase
by the Master Servicer pursuant to clause (i), the Master Servicer shall include
in such repurchase price the amount of any Advances that will be reimbursed to
the Master Servicer pursuant to Section 3.11 (iii) and the Master Servicer shall
exercise reasonable efforts to cooperate fully with the Trustee in effecting
such repurchase and the transfer of the Mortgage Loans and related Mortgage
Files and related records to the Master Servicer.

                  The right of the Master Servicer to repurchase all Mortgage
Loans pursuant to (i) above shall be conditioned upon the aggregate Stated
Principal Balance of such Mortgage Loans at the time of any such repurchase
aggregating an amount equal to or less than ___% of the aggregate Stated
Principal Balance of the Mortgage Loans at the Cut-off Date. If such right is
exercised, the Master Servicer upon such repurchase shall provide to the
Trustee, the certification required by Section 3.16.

                  Notice of any termination, specifying the Distribution Date
upon which the Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and cancellation, shall be given
promptly by the Master Servicer by letter to the Trustee and shall


                                      -80-

<PAGE>



be given promptly by the Trustee to the Certificateholders mailed (a) in the
event such notice is given in connection with the Master Servicer's election to
repurchase, not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution or (b) otherwise
during the month of such final distribution on or before the Determination Date
in such month, in each case specifying (i) the Distribution Date upon which
final payment of the Certificates will be made upon presentation and surrender
of Certificates at the office of the Certificate Registrar therein designated,
(ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office of
the Certificate Registrar therein specified. In the event such notice is given
in connection with the Master Servicer's election to repurchase, the Master
Servicer shall deposit in the Custodial Account pursuant to Section 3. 10 on the
last day of the related Prepayment Period an amount equal to the above-described
repurchase price payable out of its own funds. Upon presentation and surrender
of the Certificates by the Certificateholders, the Trustee shall distribute to
the Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's election to
repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount
determined as follows: with respect to each Class A and Class B Certificate, the
outstanding Certificate Principal Balance thereof, plus one month's interest
thereon at the applicable Pass-Through Rate and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.01(b); and
with respect to each Class R Certificate, the Percentage Interest evidenced
thereby multiplied by the difference, if any, between the above described
repurchase price and the aggregate amount to be distributed to the Class A and
Class B Certificateholders. Upon certification to the Trustee by a Servicing
Officer, following such final deposit, the Trustee shall promptly release the
Mortgage Files as directed by the Master Servicer for the remaining Mortgage
Loans, and the Trustee shall execute all assignments, endorsements and other
instruments required by the Master Servicer as being necessary to effectuate
such transfer.

                  In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the time
specified in the above-mentioned notice, the Trustee shall give a second notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all of the Certificates shall not have been
surrendered for cancellation, the Trustee shall take reasonable steps as
directed by the Company, or appoint an agent to take reasonable steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain subject hereto. If, within nine months after the second
notice, all of the Certificates shall not have been surrendered for
cancellation, the Class R Certificateholders shall be entitled to all unclaimed
funds and other assets which remain subject hereto.

                  SECTION  9.02.      Additional Termination Requirements.

                  (a) In the event the Master Servicer repurchases the Mortgage
Loans as provided in Section 9.01, the Trust Fund shall be terminated in
accordance with the following additional


                                      -81-

<PAGE>



requirements, unless the Master Servicer obtains for the Trustee an Opinion of
Counsel to the effect that the failure of the Trust Fund to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on the net income derived from "prohibited transactions" of the Trust Fund as
defined in Section 86OF of the Code or (ii) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                  (i) The Trustee shall establish a 90-day liquidation period
         and specify the first day of such period in a statement attached to the
         Trust Fund's final Tax Return pursuant to Treasury Regulation
         (S)1.86OF-1. The Trustee shall satisfy all the requirements of a
         qualified liquidation under 86OF of the Code and any regulations
         thereunder, as evidenced by an Opinion of Counsel obtained at the
         expense of the Master Servicer;

                  (ii) During such 90-day liquidation period, and at or prior to
         the time of making of the final payment on the Certificates, the Master
         Servicer shall sell all of the assets of the Trust Fund for cash; and

                  (iii) At the time of the making of the final payment on the
         Certificates, the Trustee shall distribute or credit, or cause to be
         distributed or credited, to the Holders of the Class R Certificates all
         remaining cash on hand (other than cash retained to meet claims), and
         the Trust Fund shall terminate at that time.

                  (b) By their acceptance of the Class R Certificates, the
         Holders thereof hereby agree to authorize the Trustee to specify the
         90-day liquidation period for the Trust Fund, which authorization shall
         be binding upon all successor Class R Certificateholders.



                                      -82-

<PAGE>



                                    ARTICLE X

                                REMIC PROVISIONS

                  SECTION  10.01.     REMIC Administration.

                  (a) The Trustee shall make an election to treat the Trust Fund
as a REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. For
the purposes of the REMIC election in respect of the Trust Fund, the Class A and
Class B Certificates shall be designated as the "regular interests" and the
Class R Certificates shall be designated as the sole class of "residual
interest" in the Trust Fund. The Trustee shall not permit the creation of any
"interests" in the Trust Fund (within the meaning of Section 86OG of the Code)
other than the Regular Certificates and the Residual Certificates.

                  (b) The Closing Date is hereby designated as the "startup day"
of the Trust Fund within the meaning of Section 86OG(a)(9) of the Code.

                  (c) The Trustee shall hold a Class R Certificate representing
a 0.01 % Percentage interest of all Class R Certificates and shall be designated
as the tax matters person of the Trust Fund in the manner provided under
Treasury regulations section 1.86OF-4(d) and temporary Treasury regulations
section 301.6231(a)(7)-1T. The Trustee, as tax matters person, shall (i) act on
behalf of the Trust Fund in relation to any tax matter or controversy involving
the Trust Fund and (ii) represent the Trust Fund in any administrative or
judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. To the extent authorized under the Code
and the regulations promulgated thereunder, each Holder of a Class R
Certificate, hereby irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be filed on
behalf of the Trust Fund. The legal expenses and costs of any such action
described in this subsection and any liability resulting therefrom shall
constitute expenses of the Trust Fund and the Trustee shall be entitled to
reimbursement therefor unless such legal expenses and costs are incurred by
reason of the Trustee's willful misfeasance, bad faith or negligence.

                  (d) Except as provided in Section 4.05, the Trustee shall
prepare or cause to be prepared, sign and file all of the Tax Returns in respect
of the Trust Fund created hereunder. The expenses of preparing and filing such
returns shall be borne by the Trustee without any right of reimbursement
therefor.

                  (e) The Trustee shall perform on behalf of the Trust Fund all
reporting and other tax compliance duties that are the responsibility of the
Trust Fund under the Code, REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions or other such
compliance guidance, the Trustee shall provide (i) to any Transferor of a Class
R Certificate


                                      -83-

<PAGE>



such information as is necessary for the application of any tax relating to the
transfer of a Class R Certificate to any Person who is not a Permitted
Transferee, (ii) Certificateholders such information or reports as are required
by the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of the
Trust Fund. In addition, the Company shall provide or cause to be provided to
the Trustee, within ten (10) days after the Closing Date, all information or
data that the Trustee reasonably determines to be relevant for tax purposes as
to the valuations and issue prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flow of
the Certificates.

                  (f) The Trustee shall take such action and shall cause the
Trust Fund created hereunder to take such action as shall be necessary to create
or maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee shall not take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of the Trust Fund as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 86OF(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 86OG(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee received an Opinion of
Counsel (at the expense of the party seeking to take such action but in no event
shall such Opinion of Counsel be an expense of the Trustee) to the effect that
the contemplated action will not, with respect to the Trust Fund created
hereunder, endanger such status or result in the imposition of such a tax. The
Master Servicer shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Trustee has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to taking any action
with respect to the Trust Fund or its assets, or causing the Trust Fund to take
any action, which is not expressly permitted under the terms of this Agreement,
the Master Servicer will consult with the Trustee or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur
with respect to the Trust Fund, and the Master Servicer shall not take any such
action or cause the Trust Fund to take any such action as to which the Trustee
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take the action not permitted by this Agreement
(but in no event shall such cost be an expense of the Trustee). At all times as
may be required by the Code, the Trustee will ensure that substantially all of
the assets of the Trust Fund will consist of "qualified mortgages" as defined in
Section 86OG(a)(3) of the Code and "permitted investments" as defined in Section
86OG(a)(5) of the Code.

                  (g) In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund created hereunder as defined in Section
86OF(a)(2) of the Code, on "net income from foreclosure property" of the Trust
Fund as defined in Section 86OG(c) of the Code, on any contributions to the
Trust Fund after the Startup Day therefor pursuant to Section 86OG(d) of the


                                      -84-

<PAGE>



Code, or any other tax is imposed by the Code or any applicable provisions of
state or local tax laws, such tax shall be charged (i) to the Trustee pursuant
to Section 10.03 hereof, if such tax arises out of or results from the willful
misfeasance, bad faith or negligence in performance by the Trustee of any of its
obligations under this Article X, (ii) to the Master Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article III or this Article X,
or otherwise (iii) against amounts on deposit in the Custodial Account and shall
be paid by withdrawal therefrom.

                  (h) On or before April 15 of each calendar year, commencing
April 15, 20_, the Trustee shall deliver to the Master Servicer and each Rating
Agency a Certificate from a Responsible Officer of the Trustee stating the
Trustee's compliance with this Article X.

                  (i) The Master Servicer and the Trustee shall, for federal
income tax purposes, maintain books and records with respect to the Trust Fund
on a calendar year and on an accrual basis.

                  (j) Following the Startup Day, the Trustee shall not accept
any contributions of assets to the Trust Fund other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04
unless it shall have received an Opinion of Counsel (which such Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the inclusion
of such assets in the Trust Fund will not cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or subject
the Trust Fund to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

                  (k) Neither the Trustee nor the Master Servicer shall enter
into any arrangement by which the Trust Fund will receive a fee or other
compensation for services nor permit either such REMIC to receive any income
from assets other than "qualified mortgages" as defined in Section 86OG(a)(3) of
the Code or "permitted investments" as defined in Section 86OG(a)(5) of the
Code.

                  (l) Solely for purposes of satisfying Section
1.86OG-1(a)(4)(iii) of the Treasury regulations, and based on certain
assumptions described below, the "latest possible maturity date" by which the
Certificate Principal Balances of the Certificates representing a regular
interest in the Trust Fund would be reduced to zero is __________ 25, 20__,
which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan as determined assuming that (i) scheduled interest
and principal payments on the Mortgage Loans are received in a timely manner,
with no delinquencies or losses, (ii) there are no principal prepayments, and
(iii) neither the Seller nor the Master Servicer will repurchase any Mortgage
Loans.

                  SECTION  10.02.     Prohibited Transactions and Activities.

                  Neither the Company, the Master Servicer nor the Trustee shall
sell, dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the Trust Fund


                                      -85-

<PAGE>



pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement) nor acquire any assets for the
Trust Fund, nor sell or dispose of any investments in the Custodial Account or
the Certificate Account for gain, nor accept any contributions to the Trust Fund
after the Closing Date unless it has received an Opinion of Counsel (at the
expense of the party seeking to cause such sale, disposition, substitution or
acquisition but in no event shall such Opinion of Counsel be an expense of the
Trustee) that such sale, disposition, substitution or acquisition will not (a)
affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust
Fund to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.

                  SECTION  10.03.     Master Servicer and Trustee
                                      Indemnification.

                  (a) The Trustee agrees to indemnify the Trust Fund, the
Company and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of the willful
misfeasance, bad faith or negligence by the Trustee with respect to the
Trustee's covenants set forth in this Article X.

                  (b) The Master Servicer agrees to indemnify the Trust Fund,
the Company and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.



                                      -86-

<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION  11.01.     Amendment.

                  This Agreement may be amended from time to time by the
Company, the Master Servicer and the Trustee without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other
provisions herein or to correct any error, (iii) to change the timing and/or
nature of deposits in the Certificate Account, provided that (a) such change
would not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an Opinion of Counsel, and (b) such change
would not adversely affect the then- current rating of any rated class of
Certificates, as evidenced by a letter from each applicable Rating Agency, (iv)
to modify, eliminate or add to any of the provisions of the Trust Fund (a) to
such extent as shall be necessary to maintain the qualification of the Trust
Fund as a REMIC or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee has received an Opinion of Counsel to the
effect that (1) such action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk, and (2) such action will not
adversely affect in any material respect the interests of any Certificateholder,
or (b) to restrict the transfer of the Class R Certificates, provided that the
Company has determined that the then- current ratings of the Class A
Certificates will not be adversely affected, as evidenced by a letter from each
Rating Agency, and that any such amendment will not give rise to any tax with
respect to the transfer of the Class R Certificates to a non-Permitted
Transferee, (v) to make any other provisions with respect to matters or
questions arising this Agreement which are not materially inconsistent with the
provisions thereof, provided that such action will not adversely affect in any
material respect the interests of any Certificateholder, or (vi) to amend
specified provisions that are not material to holders of any class of
Certificates offered hereunder.

                  This Agreement may also be amended from time to time by the
Company, the Master Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to each
Class affected thereby for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, or (ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the consent of
the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Seller or the Master Servicer or any affiliate thereof shall be entitled to
Voting Rights with respect to matters described in clauses (i) and (ii) of this
paragraph.



                                      -87-

<PAGE>



                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (provided by the Person requesting
such amendment) to the effect that such amendment will not result in the
imposition of any tax on the Trust Fund pursuant to the REMIC Provisions or
cause the Trust Fund to fail to qualify as a REMIC at any time that any of the
Certificates are outstanding. Promptly after the execution of any such amendment
the Trustee shall furnish a statement describing the amendment to each
Certificateholder.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  Prior to executing any amendment pursuant to this Section, the
Trustee shall be entitled to receive an Opinion of Counsel (provided by the
Person requesting such amendment) to the effect that such amendment is
authorized or permitted by this Agreement. The cost of an Opinion of Counsel
delivered pursuant to this Section 11.01 shall be an expense of the party
requesting such amendment, but in any case shall not be an expense of the
Trustee.

                  The Trustee may, but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

                  SECTION  11.02.     Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at the expense of the Company on direction
by the Trustee, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  SECTION  11.03.    Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of


                                      -88-

<PAGE>



the Trust Fund, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a notice of an Event of
Default, or of a default by the Seller or the Trustee in the performance of any
obligation hereunder, and of the continuance thereof, as hereinbefore provided,
and unless also the Holders of Certificates entitled to at least 25% of the
Voting Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue of any provision of this Agreement to affect, disturb or prejudice the
rights of the Holders of any other of such Certificates, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

                  SECTION  11.04.     Governing Law.

                  This Agreement and the Certificates 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  11.05.     Notices.

                  All demands, notices and direction hereunder shall be in
writing and shall be deemed effective upon receipt when delivered to (a) in the
case of the Company, ________________________,
____________________________________, Attention: ____________________, or such
other address as may hereafter be furnished to the Trustee and the Master
Servicer in writing by the Company, (b) in the case of the Trustee
_____________________,


                                      -89-

<PAGE>



Attention: _______________________________, or such other address as may
hereafter be furnished to the Master Servicer and the Company in writing by the
Trustee and (c) in the case of the Master Servicer, [Name of Master Servicer]
________________________, ____________________________________, Attention:
__________________________ or such other address as may hereafter be furnished
to the Company and the Trustee in writing. Any notice required or permitted to
be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

                  SECTION  11.06.     Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this 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 Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION  11.07.     Successors and Assigns; Third Party
                                      Beneficiary.

                  The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the Trustee and
the Certificateholders. The parties hereto agree that the Seller is the intended
third party beneficiary of Sections 3.07, 3.10 and 3.22 hereof, and that the
Seller may enforce such provisions to the same extent as if the Seller were a
party to this Agreement.

                  SECTION  11.08.     Article and Section Headings.

                  The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

                  SECTION  11.09.     Notice to Rating Agencies and
                                      Certificateholder.

                  The Trustee shall use its best efforts to promptly provide
notice to the Rating Agency referred to below with respect to each of the
following of which it has actual knowledge:

                  1. Any material change or amendment to this Agreement;

                  2. The occurrence of any Event of Default that has not been
cured;

                  3. The resignation or termination of the Master Servicer or
the Trustee;

                  4. The repurchase or substitution of Mortgage Loans pursuant
to Section 2.04;


                                      -90-

<PAGE>




                  5. The final payment to Certificateholders; and

                  6. Any change in the location of the Custodial Account or the
Certificate Account.

                  In addition, the Trustee shall promptly furnish to the Rating
Agency copies of the following:

                  1. Each report to Certificateholders described in Section
4.02;

                  2. Each annual independent public accountants' servicing
report received as described in Section 3.20; and

                  3. Each Master Servicer compliance report received as
described in Section 3.19.

                  Any such notice pursuant to this Section 11.09 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to
(i) in the case of [_________________________] Attention: ______________ the
case of [____________________________________________________] or, in each case,
such other address as such Rating Agency may designate in writing to the parties
thereto.



                                      -91-

<PAGE>



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

                                         MORTGAGEIT SECURITIES CORP.,
                                         Company

                                          By:
                                             -------------------------------



                                         [NAME OF MASTER SERVICER],
                                         Master Servicer


                                          By:
                                             -------------------------------

                                          [NAME OF TRUSTEE],
                                           Trustee

                                          By:
                                             -------------------------------



                                      -92-

<PAGE>



                                   EXHIBIT A-1

                         FORM OF CLASS [A-_] CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").






                                      A-1-1

<PAGE>



<TABLE>
<CAPTION>

<S>                                                 <C>
Certificate No.__                                   _____% Pass-Through Rate
Class A-____
Date of Pooling and Servicing                       Percentage Interest:____%
Agreement and Cut-off Date:
_____________ 1, 20__
First Distribution Date:                            Aggregate Initial [Certificate Principal Balance]
_____________, 20__                                 [Notional Amount] of the Class A-__ Certificates:
                                                    $______________
Master Servicer:                                    Initial [Certificate Principal
[Name of Master Servicer]                           Balance] [Notional Amount] of this Certificate:
                                                    $______________
Assumed Final                                       CUSIP:__________
Distribution Date:
__________ 25, 20__
</TABLE>



                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 200_-_

         evidencing a percentage interest in the distributions allocable to the
         Class A- ___ Certificates with respect to a Trust Fund consisting
         primarily of a pool of conforming one- to four-family fixed-rate first
         lien mortgage loans formed and sold by MORTGAGEIT SECURITIES CORP.

         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in MortgageIT Securities
Corp., the Master Servicer, the Trustee referred to below or any of their
affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by [Name
of Master Servicer], the Master Servicer, the Trustee or any of their
affiliates. None of the Company, the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.

         This certifies that [Cede & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial [Certificate Principal Balance] [Notional Amount] of this Certificate by
the aggregate Initial [Certificate Principal Balance] [Notional Amount] of all
Class A-____ Certificates, both as specified above) in certain distributions
with respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed-rate first lien mortgage loans (the
"Mortgage Loans"), formed and sold by MortgageIT Securities Corp. (hereinafter
called the "Company," which term includes any successor entity under the
Agreement


                                      A-1-2

<PAGE>



referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and [Name of Trustee], as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] [principal], if any, required to be distributed to Holders of Class
A-____Certificates on such Distribution Date.

         Distributions on this Certificate will be made either by the Trustee or
by a Paying Agent appointed by the Trustee either in immediately available funds
(by wire transfer or otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Trustee or such Paying Agent at least
5 Business Days prior to the related Record Date, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.

         Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance] [Notional Amount] hereof will
be reduced to the extent of [distributions allocable to principal and] any
Realized Losses allocable hereto.

         This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.




                                      A-1-3

<PAGE>



         As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Trustee, the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.

         The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.


                                      A-1-4

<PAGE>



         This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
Certificateholder from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Class R Certificateholder to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property acquired in respect
of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Aggregate [Stated Principal Balance] [Notional Amount] of
the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than one percent of the Aggregate [Stated
Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off Date.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.





                                      A-1-5

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated:   __________ __, 200_              [NAME OF TRUSTEE],
                                                   as Trustee

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



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class A-____ Certificates referred to in
the within-mentioned Agreement.


                                          [NAME OF TRUSTEE],
                                                   as Trustee

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






                                      A-1-6

<PAGE>



                                   ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _____________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________

Dated:                         _________________________________________________
                                      Signature by or on behalf of assignor



                                           _____________________________________
                                                   Signature Guaranteed





                                      A-1-7

<PAGE>



                            DISTRIBUTION INSTRUCTIONS


                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ___________________________________for the
account of __________________ account number _______________, or, if mailed by
check, to ________________________. Applicable statements should be mailed
to____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________, as its agent.






                                      A-1-8

<PAGE>



                                   EXHIBIT A-2
                         FORM OF CLASS B-_ CERTIFICATES


         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES AND THE [CLASS M CERTIFICATES] [THE CLASS B-1 CERTIFICATES] [AND
THE CLASS B-2 CERTIFICATES], AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(D) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.





                                      A-2-1

<PAGE>

<TABLE>
<CAPTION>



<S>                                                        <C>
Certificate No. 1                                          _______% Pass-Through Rate
Class [B-_]                                                Aggregate Initial [Certificate Principal
                                                           Balance] [Notional
                                                           Amount] of the Class
                                                           [B-_] Certificates:
                                                           $_________________
Date of Pooling and Servicing                              Initial [Certificate Principal Balance]
Agreement and Cut-off Date:                                [Notional Amount]
_____________ 1, 200_                                      of this Certificate ("Denomination"):
                                                           $______________
First Distribution Date:
_____________, 200_
Master Servicer:                                           CUSIP:
[Name of Master Servicer]
Assumed Final Distribution Date:                           Percentage Interest of this Certificate:
_____________, 20__                                        100.00%
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 200_-_

         evidencing percentage interest in the distributions allocable to the
         Class [B-_] Certificates with respect to a Trust Fund consisting
         primarily of a pool of conforming one- to four- family fixed-rate first
         lien mortgage loans formed and sold by MORTGAGEIT SECURITIES CORP.

         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in MortgageIT Securities
Corp., the Master Servicer, the Trustee referred to below or any of their
affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by [Name
of Master Servicer], the Master Servicer, the Trustee or any of their
affiliates. None of the Company, the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other or obligation
secured by or payable from payments on the Certificates.

         This certifies that ___________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial [Certificate Principal Balance] [Notional Amount] of this Certificate by
the aggregate Initial [Certificate Principal Balance] [Notional Amount] of all
Class [B-_] Certificates, both as specified above), in certain distributions
with respect to a Trust Fund consisting primarily of a pool of one- to
four-family fixed-rate first lien mortgage loans (the "Mortgage Loans"), formed
and sold by MortgageIT Securities Corp. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The


                                      A-2-2

<PAGE>



Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
[Name of Trustee], as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class [B-_]
Certificates on such Distribution Date.

         Distributions on this Certificate will be made either by the Trustee or
by a Paying Agent appointed by the Trustee either in immediately available funds
(by wire transfer or otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Trustee or such Paying Agent at least
5 Business Days prior to the related Record Date, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.

         Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance] [Notional Amount] hereof will
be reduced to the extent of [the distributions allocable to principal and] any
Realized Losses allocable hereto.

         No transfer of this Class [B-_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee shall require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state and (ii) the transferee and
transferor shall execute a representation letter in the form described by the
Agreement. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the
Certificate Registrar acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such Federal and state laws. In connection with any such transfer, the Trustee
will


                                      A-2-3

<PAGE>



also require either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class [B-_]
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60.

         This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.

         As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Trustee, the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.

         The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.


                                      A-2-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
Certificateholder from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Class R Certificateholder to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property acquired in respect
of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Aggregate [Stated Principal Balance] [Notional Amount] of
the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than one percent of the Aggregate [Stated
Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off Date.


                                      A-2-5

<PAGE>



         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.




                                      A-2-6

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated:   __________ __, 200_              [NAME OF TRUSTEE],
                                                   as Trustee

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



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Class [B-_] Certificates referred to in the
within-mentioned Agreement.


                                          [NAME OF TRUSTEE],
                                                   as Trustee

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





                                      A-2-7

<PAGE>



                                   ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _____________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________

Dated:                         _________________________________________________
                                      Signature by or on behalf of assignor



                                           _____________________________________
                                                   Signature Guaranteed



                                      A-2-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _____________________________________ for the
account of _____________________________________, account number ______________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to _____________________________________.


This information is provided by _____________________________________, the
assignee named above, or _____________________________________, as its agent.





                                      A-2-9

<PAGE>



                                    EXHIBIT B
                           FORM OF CLASS R CERTIFICATE


         THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A "RESIDUAL INTEREST" IN ONE OR MORE "REAL ESTATE MORTGAGE INVESTMENT
CONDUITS" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL


                                       B-1

<PAGE>



CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE, EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.





                                       B-2

<PAGE>


<TABLE>
<CAPTION>


<S>                                                        <C>
Certificate No. 1                                          _______% Pass-Through Rate

Class R Senior

Date of Pooling and, Servicing                             Percentage Interest:  100.00%
Agreement and Cut-off Date:
______________ 1, 200_

First Distribution Date:                                   Aggregate Initial [Certificate Principal
______________, 200_                                       Balance] [Notional Amount] of the
                                                           Class R Certificates:
                                                           $_________________


Master Servicer:                                           Initial [Certificate Principal Balance]
[Name of Master Servicer]                                  [Notional Amount] of this
                                                           Class R Certificates:
                                                           $_________________


Assumed Final Distribution Date:                           CUSIP:
______________, 20__
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 20_-_

         evidencing a percentage interest in any distributions allocable to the
         Class R Certificates with respect to a Trust Fund consisting primarily
         of a pool of one- to four-family fixed-rate first lien mortgage loans
         formed and sold by MORTGAGEIT SECURITIES CORP.

         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in MortgageIT Securities
Corp., the Master Servicer, the Trustee referred to below or any of their
affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by [Name
of Master Servicer], the Master Servicer, the Trustee or any of their
affiliates. None of the Company, the


                                       B-3

<PAGE>



Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments on
the Certificates.

         This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate stated above in certain
distributions with respect to a Trust Fund, consisting primarily of a pool of
one- to four-family fixed-rate first lien mortgage loans (the "Mortgage Loans"),
formed and sold by MortgageIT Securities Corp. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and [Name of Trustee], as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any , required to be distributed to Holders of Class R
Certificates on such Distribution Date.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.

         Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance] [Notional Amount] hereof will
be reduced to the


                                       B-4

<PAGE>



extent of [distributions allocable to principal] and any Realized Losses
allocable hereto. Notwithstanding the reduction of the [Certificate Principal
Balance] [Notional Amount] hereof to zero, this Certificate will remain
outstanding under the Agreement and the Holder hereof may have additional
obligations with respect to this Certificate, including tax liabilities, and may
be entitled to certain additional distributions hereon, in accordance with the
terms and provisions of the Agreement.

         In connection with any transfer of this Certificate, the Trustee will
also require either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class R
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, stating that the transferee
is not an employee benefit or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.

         As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Trustee, the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.

         The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of


                                       B-5

<PAGE>



such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee, duly endorsed by, or accompanied
by an, assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein, set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

         This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.

         The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
Certificateholder from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Class R Certificateholder to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property acquired in respect
of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if


                                       B-6

<PAGE>



the Aggregate [Stated Principal Balance] [Notional Amount] of the Mortgage Loans
as of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than one percent of the Aggregate [Stated Principal Balance]
[Notional Amount] of the Mortgage Loans at the Cut-off Date.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.






                                       B-7

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated:   __________ __, 200_              [NAME OF TRUSTEE],
                                                   as Trustee

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



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Class R Certificates referred to in the
within-mentioned Agreement.


                                          [NAME OF TRUSTEE],
                                                   as Trustee

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





                                       B-8

<PAGE>




                                   ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _____________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________

Dated:                         _________________________________________________
                                      Signature by or on behalf of assignor



                                           _____________________________________
                                                   Signature Guaranteed




                                       B-9

<PAGE>


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _____________________________________ for the
account of _____________________________________, account number ______________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to _____________________________________.


This information is provided by _____________________________________, the
assignee named above, or _____________________________________, as its agent.




                                      B-10

<PAGE>



                                    EXHIBIT C

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION



                                                __________ __, 200_



[Name of Master Servicer]
_____________________
_____________________

               Re:  Pooling and Servicing Agreement, dated as of __________ 1,
                    200_ among MortgageIT Securities Corp., [Name of Master
                    Servicer], and [Name of Trustee], Mortgage Pass-Through
                    Certificates Series 200_- _
                    ----------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attachment hereto) it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: (i) all
documents required to be included in the Mortgage File are in its possession;
(ii) such documents have reviewed by it and appear regular on their face and
relate to such Mortgage Loan; and (iii) base on examination by it, and only as
to such documents, the information set forth in items (i), (ii), (iii) (iv) of
the definition or description of "Mortgage Loan Schedule" is correct.

         The trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representation that any documents specified in clause (vi) of Section 2.01
should be included in any Mortgage File. The Trustee makes no representations as
to and shall not be responsible to verify: (i) the validity, legality,
sufficiency, enforceability, due authorization, recordability or genuineness of
any of the documents contained in each Mortgage File of any of the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan, or (iii)
the existence of any assumption, modification, written assurance or substitution
agreement with respect to any Mortgage File if no such documents appear in the
Mortgage File delivered to the Trustee.




                                       C-1

<PAGE>



         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


                                          [NAME OF TRUSTEE]



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



                                       C-2

<PAGE>



                                    EXHIBIT D

                       FORM OF TRUSTEE FINAL CERTIFICATION

                                                           __________ __, 200_

[Name of Master Servicer]
_____________________
_____________________

               Re:  Pooling and Servicing Agreement, dated as of __________ 1,
                    200_ among MortgageIT Securities Corp., [Name of Master
                    Servicer], and [Name of Trustee], Mortgage Pass-Through
                    Certificates Series 200_- _
                    ----------------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attachment hereto) it has received
the documents set forth in Section 2.01.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trustee
makes no representation that any documents specified in clause (vi) of Section
2.01 should be included in any Mortgage File. The Trustee makes no
representations as to and shall not be responsible to verify: (i) the validity,
legality, sufficiency, enforceability, due authorization, recordability or
genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or (iii) the existence of any assumption, modification, written assurance
or substitution agreement with respect to any Mortgage File if no such documents
appear in the Mortgage File delivered to the Trustee.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in, the above-captioned Pooling and
Servicing Agreement.


                                        [NAME OF TRUSTEE]

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


                                       D-1

<PAGE>



                                    EXHIBIT E

                            FORM OF REMITTANCE REPORT

                             (Provided Upon Request)






                                       E-1

<PAGE>



                                   EXHIBIT F-1

                               REQUEST FOR RELEASE
                                  (for Trustee)

LOAN INFORMATION

                  Name of Mortgagor:       _____________________________________

                  Master Servicer
                  Loan No.:                _____________________________________

TRUSTEE

                  Name:                    _____________________________________

                  Address:                 _____________________________________

                                           _____________________________________

                  Trustee
                  Mortgage File No.:       _____________________________________

REQUEST FOR REQUESTING DOCUMENTS (check one):

1.                Mortgage Loan Liquidated.
                           (The Master Servicer hereby certifies that all
                           proceeds of foreclosure, insurance or other
                           liquidation have been finally received and deposited
                           into the Custodial Account to the extent required
                           pursuant to the Pooling and Servicing Agreement.)

2.                Mortgage Loan in Foreclosure.

3.                Mortgage Loan Repurchased Pursuant to Section 9.01 of the
                  Pooling and Servicing Agreement.

4.                Mortgage Loan Repurchased Pursuant to Article II of the
                  Pooling and Servicing Agreement.
                           (The Master Servicer hereby certifies that the
                           repurchase price has been deposited into the
                           Custodial Account pursuant to the Pooling and
                           Servicing Agreement.)




                                      F-1-1

<PAGE>



5. Other (explain).
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

                  The undersigned Master Servicer hereby acknowledges that it
has received from the Trustee for the Holders of MortgageIT Securities Corp.,
Mortgage Pass-Through Certificates, Series 200_-_, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement, dated as of __________ 1, 200_ (the "Pooling and Servicing
Agreement"), among MortgageIT Securities Corp., [Name of Master Servicer] and
the Trustee.

( )       Promissory Note dated _________________, 200_, in the original
          principal sum of $__________, made by __________________, payable to,
          or endorsed to the order of, the Trustee.

( )       Mortgage recorded on _________________________ as instrument no.
          ___________ in the County Recorders Office of the County of
          ______________________, State of _____________________ in
          book/reel/docket of official records at page/image _______________.

( )       Deed of Trust recorded on ____________________ as instrument
          no._____________ in the County Recorder's Office of the County of
          ______________________, State of _____________________in
          book/reel/docket __________________ of official records at page/image
          ________________.

( )       Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
          _______________ as instrument no. ______________ in the County
          Recorder's Office of the County of ________________, State of
          ___________________ in book/reel/docket ____________ of official
          records at page/image ___________.

( )       Other documents, including any amendments, assignments or other
          assumptions of the Mortgage Note or Mortgage.

                  ( ) _________________________________________________________

                  ( ) _________________________________________________________

                  ( ) _________________________________________________________


                                      F-1-2

<PAGE>



                  ( ) _________________________________________________________

                  The undersigned Master Servicer hereby acknowledges and agrees
as follows:

                           (1) The Master Servicer shall hold and retain
                  possession of the Documents in trust for the benefit of the
                  Trustee, solely for the purposes provided in the Agreement.

                           (2) The Master Servicer shall not cause or knowingly
                  permit the Documents to become subject to, or encumbered by,
                  any claim, liens, security interest, charges, writs of
                  attachment or other impositions nor shall the Master Servicer
                  assert or seek to assert any claims or rights of setoff to or
                  against the Documents or any proceeds thereof.

                           (3) The Master Servicer shall return each and every
                  Document previously requested from the Mortgage File to the
                  Custodian when the need therefor no longer exists, unless the
                  Mortgage Loan relating to the Documents has been liquidated
                  and the proceeds thereof have been remitted to the Custodial
                  Account and except as expressly provided in the Agreement.

                           (4) The Documents and any proceeds thereof, including
                  any proceeds of proceeds, coming into the possession or
                  control of the Master Servicer shall at all times be earmarked
                  for the account of the Trustee, and the Master Servicer shall
                  keep the Documents and any proceeds separate and distinct from
                  all other property in the Master Servicer's possession,
                  custody or control.

                                       [NAME OF MASTER SERVICER]

                                       By: ________________________________

                                       Title: _____________________________


Date: _________________, 200_



                                      F-1-3

<PAGE>



                                   EXHIBIT F-2

                               REQUEST FOR RELEASE
                          [Mortgage Loans Paid in Full]

                     OFFICER'S CERTIFICATE AND TRUST RECEIPT
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                  SERIES 200_-_


_____________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER
OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER SIGNATURE,
AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN MADE.


LOAN NUMBER: _______________________  BORROWER'S NAME: ________________________

COUNTY: ____________________________

WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
WHICH ARE REQUIRED TO BE DEPOSITED IN THE CUSTODIAL ACCOUNT PURSUANT TO SECTION
3.10 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.



________________________________           DATED: ______________________________


//       VICE PRESIDENT

//       ASSISTANT VICE PRESIDENT




                                      F-2-1

<PAGE>



                                   EXHIBIT G-1

                     FORM OF INVESTOR REPRESENTATION LETTER

                                ___________,200__


MortgageIT Securities Corp.
[Address]



[Name of Trustee]
______________________
______________________

Attention: MortgageIT Securities Corp., Series 200_-_

         Re:      MortgageIT Securities Corp.,
                  Mortgage Pass-Through Certificates, Series 200_-_, Class __
                  -----------------------------------------------------------

Ladies and Gentlemen:

         ______________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $_________ Initial Certificate Principal Balance
of Mortgage Pass-Through Certificates, Series 200_-_, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of _________ 1, 200_ among
MortgageIT Securities Corp., as company (the "Company"), [Name of Master
Servicer], as master servicer and [Name of Trustee], as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee
that:

                           1. The Purchaser understands that (a) the
                  Certificates have not been and will not be registered or
                  qualified under the Securities Act of 1933, as amended (the
                  "Act") or any state securities law, (b) the Company is not
                  required to so register or qualify the Certificates, (c) the
                  Certificates may be resold only if registered and qualified
                  pursuant to the provisions of the Act or any state securities
                  law, or if an exemption from such registration and
                  qualification is available, (d) the Pooling and Servicing
                  Agreement contains restrictions regarding the transfer of the
                  Certificates and (e) the Certificates will bear a legend to
                  the foregoing effect.




                                      G-1-1

<PAGE>



                           2. The Purchaser is acquiring the Certificates for
                  its own account for investment only and not with a view to or
                  for sale in connection with any distribution thereof in any
                  manner that would violate the Act or any applicable state
                  securities laws.

                           3. The Purchaser is (a) a substantial, sophisticated
                  institutional investor having such knowledge and experience in
                  financial and business matters, and, in particular, in such
                  matters related to securities similar to the Certificates,
                  such that it is capable of evaluating the merits and risks of
                  investment in the Certificates, (b) able to bear the economic
                  risks of such an investment and (c) an "accredited investor"
                  within the meaning of Rule 501 (a) promulgated pursuant to the
                  Act.

                           4. The Purchaser has been furnished with, and has had
                  an opportunity to review (a) [a copy of the Private Placement
                  Memorandum, dated _________ __, 200_, relating to the
                  Certificates (b)] a copy of the Pooling and Servicing
                  Agreement and [(b)] [(c)] such other information concerning
                  the Certificates, the Mortgage Loans and the Company as has
                  been requested by the Purchaser from the Company or the Seller
                  and is relevant to the Purchaser's decision to purchase the
                  Certificates. The Purchaser has had any questions arising from
                  such review answered by the Company or the Seller to the
                  satisfaction of the Purchaser. [If the Purchaser did not
                  purchase the Certificates from the Seller in connection with
                  the initial distribution of the Certificates and was provided
                  with a copy of the Private Placement Memorandum (the
                  "Memorandum") relating to the original sale (the "Original
                  Sale") of the Certificates by the Company, the Purchaser
                  acknowledges that such Memorandum was provided to it by the
                  Seller, that the Memorandum was prepared by the Company solely
                  for use in connection with the Original Sale and the Company
                  did not participate in or facilitate in any way the purchase
                  of the Certificates by the Purchaser from the Seller, and the
                  Purchaser agrees that it will look solely to the Seller and
                  not to the Company with respect to any damage, liability,
                  claim or expense arising out of, resulting from or in
                  connection with (a) error or omission, or alleged error or
                  omission, contained in the Memorandum, or (b) any information,
                  development or event arising after the date of the
                  Memorandum.]

                           5. The Purchaser has not and will not nor has it
                  authorized or will it authorize any person to (a) offer,
                  pledge, sell, dispose of or otherwise transfer any
                  Certificate, any interest in any Certificate or any other
                  similar security to any person in any manner, (b) solicit any
                  offer to buy or to accept a pledge, disposition of other
                  transfer of any Certificate, any interest in any Certificate
                  or any other similar security from any person in any manner,
                  (c) otherwise approach or negotiate with respect to any
                  Certificate, any interest in any Certificate or any other
                  similar security with any person in any manner, (d) make any
                  general solicitation by means of general advertising or in any
                  other manner or (e) take any other action, that (as to any of
                  (a) through (e) above) would constitute a distribution of any
                  Certificate under the Act,


                                      G-1-2

<PAGE>



                  that would render the disposition of any Certificate a
                  violation of Section 5 of the Act or any state securities law,
                  or that would require registration or qualification pursuant
                  thereto. The Purchaser will not sell or otherwise transfer any
                  of the Certificates, except in compliance with the provisions
                  of the Pooling and Servicing Agreement.


                                        Very truly yours,


                                        ____________________________________
                                        (Purchaser)

                                        By: ________________________________
                                        Name: ______________________________
                                        Title: _____________________________






                                      G-1-3

<PAGE>



                                   EXHIBIT G-2

                    FORM OF TRANSFEROR REPRESENTATION LETTER



                                               ______________,200___



MortgageIT Securities Corp.
[Address]



[Name of Trustee]
______________________
______________________

Attention: MortgageIT Securities Corp., Series 200_-_

          Re:      MortgageIT Securities Corp.,
                   Mortgage Pass-Through Certificates, Series 200_-_, Class __
                   -----------------------------------------------------------

Ladies and Gentlemen:

         In connection with the sale by ___________ (the "Seller") to ________
(the "Purchaser") of $_________ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 200_-_, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of __________ 1, 200_ among
MortgageIT Securities Corp., as company (the "Company"), [Name of Master
Servicer], as master servicer and [Name of Trustee], as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, a covenants with, the
Company and the Trustee that:

         Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any


                                      G-2-1

<PAGE>



Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.


                                      Very truly yours,



                                      (Seller)

                                      By: _____________________________________
                                      Name: ___________________________________
                                      Title: __________________________________





                                      G-2-2

<PAGE>



                                   EXHIBIT G-3
                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT


STATE OF           )
                   :ss.:
COUNTY OF          )


         ___________________, being first duly sworn, deposes, represents and
warrants:

         1. That he/she is [Title of Officer] of [Name of Owner], a [savings
institution] [corporation] duly organized and existing under the laws of [the
State of __________] [the United States], (the "Owner"), (record or beneficial
owner of the Class R Certificates (the "Class R Certificates") on behalf of
which he/she makes this affidavit and agreement). This Class R Certificates were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of _________ 1, 200_ among MortgageIT Securities
Corp., as company, [Name of Master Servicer], as master servicer (the "Master
Servicer"), and [Name of Trustee], as trustee (the "Trustee").

         2. That the Owner (i) is not and will not be a "disqualified
organization" as of _____________ [date of transfer] within the meaning of
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) will endeavor to remain other than a disqualified organization for
so long as it retains its ownership interest in the Class R Certificates, and
(iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for Freddie Mac, a majority of whose board of
directors is not selected by any such governmental entity) or any foreign
government, international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).

         3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual


                                      G-3-1

<PAGE>



interests" within the meaning of Treasury regulations promulgated pursuant to
the Code and that the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such residual interest,
unless no significant purpose of the transfer was to impede the assessment or
collection of tax.

         4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

         5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.

         6. That the Owner has reviewed the restrictions set forth on the face
of the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

         7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.

         8.  The Owner's Taxpayer Identification Number is ______________.

         9. This affidavit and agreement relates only to the Class R
Certificates held by the owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.

         10. That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.

         11. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R


                                      G-3-2

<PAGE>



Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.

         12. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.

         13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, provided that
with respect to any partnership or other entity treated as a partnership for
United States federal income tax purposes, all persons that own an interest in
such partnership either directly or through any entity that is not a corporation
for United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate or trust whose
income from sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.

         14. (a) The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101
or otherwise under ERISA, and (iii) will not be transferred to any entity that
is deemed to be investing in plan assets within the meaning of the DOL
regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or

                  (b) The Owner will provide the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.

         In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a) or (b) above.

         Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.


                                      G-3-3

<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, by its [Title of Officer] and its corporate seal to be
hereunto attached, attested by its [Assistant] Secretary, this ______ day of
_____________, _____.



                                      [NAME OF OWNER]


                                      By:_____________________________________
                                         [Name of Officer]
                                         [Title of Officer]

[Corporate Seal]

ATTEST:


_____________________________________
[Assistant] Secretary

         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that such
person executed the same as such person's free act and deed and the free act and
deed of the Owner.

         Subscribed and sworn before me this ____ day of ___________, 200__.





                                        __________________________________
                                              NOTARY PUBLIC

                                        COUNTY OF_________________________
                                        STATE OF___________________________
                                        My Commission expires the ____ day of
                                        __________ ,200__.





                                      G-3-4

<PAGE>



                                   EXHIBIT G-4

                         FORM OF TRANSFEROR CERTIFICATE

______________, 200__


MortgageIT Securities Corp.
[Address]



[Name of Trustee]
_____________________
_____________________

Attention: MortgageIT Securities Corp., Series 200_-_

                  Re:      MortgageIT Securities Corp.,
                           Mortgage Pass-Through Certificates,
                           Series 200_-_, Class R
                           -----------------------------------

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the sale by
________________________ (the "Seller") to
__________________________________________ (the "Purchaser") of a ____%
Percentage Interest in the Mortgage Pass-Through Certificates, Series 200_-_,
Class R (the "Certificates"), issued pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
_________ 1, 200_, among MortgageIT Securities Corp., as company (the
"Company"), [Name of Master Servicer], as master servicer and [Name of Trustee],
as trustee (the "Trustee"). All terms used herein and not otherwise defined
shall have the meaning set forth in the Pooling and Servicing Agreement. The
Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:

                  1. No purpose of the Seller relating to the sale of the
Certificates by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.

                  2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit G-3. The Seller
does not know or believe that any representation contained therein is false.

                  3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-


                                      G-4-1

<PAGE>



1(c)(4)(i) and, as a result of that investigation, the Seller has determined
that the Purchaser has historically paid its debts as they have become due and
has found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The Seller
understands that the transfer of the Certificates may not be respected for
United States income tax purposes (and the Seller may continue to be liable for
United States income taxes associated therewith) unless the Seller has conducted
such an investigation.

                  4. The Seller has no actual knowledge that the proposed
Transferee is a Disqualified Organization, an agent of a Disqualified
Organization or a Non-United States Person.


                                        Very truly yours,


                                        _______________________________________
                                        (Seller)

                                        By:   _________________________________
                                        Name: _________________________________
                                        Title:_________________________________





                                      G-4-2

<PAGE>



                                   EXHIBIT G-5
                     FORM OF INVESTOR REPRESENTATION LETTER
                             FOR INSURANCE COMPANIES



                                      G-5-1

<PAGE>



                                    EXHIBIT H

                             MORTGAGE LOAN SCHEDULE

                             (Provided Upon Request)




                                       H-1

<PAGE>



                                    EXHIBIT I

                          SELLER'S WARRANTY CERTIFICATE





                                       I-1

<PAGE>



                                    EXHIBIT J

      FORM OF NOTICE UNDER SECTION 3.24 OF POOLING AND SERVICING AGREEMENT


                              ___________ __, 200_


[NAME OF TRUSTEE]
______________________
______________________

                  Re:      MortgageIT Securities Corp.,
                           Mortgage Pass-Through Certificates,
                           Series 200_-_
                           -----------------------------------

                  Pursuant to Section 3.25 of the Pooling and Servicing
Agreement, dated as of _________ 1, 200_, relating to the Certificates
referenced above, the undersigned does hereby notify you that:

                  (a) The prepayment assumption used in pricing the Certificates
with respect to the Mortgage Loans in Series 200_-_ consisted of a Prepayment
Assumption (the "Prepayment Assumption") of ___% per annum.

                  (b) With respect to each Class of Certificates comprising the
captioned series, set forth below is (i), the first price, as a percentage of
the Certificate Principal Balance or Notional Amount of each Class of
Certificates, at which 10% of the aggregate Certificate Principal Balance or
Notional Amount of each such Class of Certificates was first sold at a single
price, if applicable, or (ii) if more than 10% of a Class of Certificates have
been sold but no single price is paid for at least 10% of the aggregate
Certificate Principal Balance or Notional Amount of such Class of Certificates,
then the weighted average price at which the Certificates of such Class were
sold expressed as a percentage of the Certificate Principal Balance or Notional
Amount of such Class of Certificates, (iii) if less than 10% of the aggregate
Certificate Principal Balance or Notional Amount of a Class of Certificates has
been sold, the purchase price for each such Class of Certificates paid by [Name
of Underwriter] (the "Underwriter"), expressed as a percentage of the
Certificate Principal Balance or Notional Amount of such Class of Certificates
calculated by: (1) estimating the fair market value of each such Class of
Certificates as of [______], 20[__]; (2) adding such estimated


                                       J-1

<PAGE>


fair market value to the aggregate purchase prices of each Class of Certificates
described in clause (i) or (ii) above; (3) dividing each of the fair market
values determined in clause (1) by the sum obtained in clause (2); (4)
multiplying the quotient obtained for each Class of Certificates in clause (3)
by the purchase price paid by the Underwriter for all the Certificates purchased
by it; and (5) for each Class of Certificates, dividing the product obtained
from such Class of Certificates in clause (4) by the initial Certificate
Principal Balance or Notional Amount of such Class of Certificates or (iv) the
fair market value (but not less than zero) as of the Closing Date of each
Certificate of each Class of Certificates retained by the Company or an
affiliate corporation, or delivered to the seller:

SERIES 200_-_
Class A:          ____%
Class B:          ____%
Class R:          ____%


                  The prices and values set forth above do not include accrued
interest with respect to periods before the closing.


                                       MORTGAGEIT SECURITIES CORP.

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






                                       J-2