EXECUTION VERSION


                           AMENDMENT NO. 3 AND JOINDER
                         TO MASTER REPURCHASE AGREEMENT

     Amendment No. 3, dated as of September 19, 2005 (this "Amendment"), among
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer"), MORTGAGEIT, INC.
("MortgageIT" and a "Seller"), MORTGAGEIT HOLDINGS, INC. ("Holdings" and a
"Seller") and MHL FUNDING CORP. ("MHL" and together with MortgageIT and
Holdings, the "Sellers").


                                    RECITALS

     The Buyer, MortgageIT and Holdings are parties to that certain Master
Repurchase Agreement, dated as of March 11, 2005 as amended by Amendment No. 1,
dated as of June 17, 2005 and Amendment No. 2, dated as of July 18, 2005 (the
"Existing Master Repurchase Agreement"; as amended by this Amendment, the
"Master Repurchase Agreement"). Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Existing Master Repurchase
Agreement.

     The Buyer, MortgageIT and Holdings have agreed, subject to the terms and
conditions of this Amendment, that the Existing Master Repurchase Agreement be
amended to permit MHL to become an additional Seller under the Master Repurchase
Agreement and to enter into Transactions with respect to Mortgage Loans.

     The Buyer and the Sellers have agreed, subject to the terms and conditions
of this Amendment, that the Existing Master Repurchase Agreement be amended to
reflect certain agreed upon revisions to the terms of the Existing Repurchase
Agreement;

     Accordingly, the Buyer and the Sellers agree, in consideration of the
mutual promises and mutual obligations set forth herein, that the Existing
Master Repurchase Agreement is hereby amended as follows: Section 1. Agreement
and Joinder with respect to MHL. MHL hereby agrees to all of the provisions of
the Existing Master Repurchase Agreement, and effective on the date hereof,
becomes a party to the Repurchase Agreement, as Seller, with the same effect as
if the undersigned were an original signatory to the Existing Master Repurchase
Agreement. Upon the execution and effectiveness of this Amendment, all
references to Seller in the Repurchase Agreement shall include MHL.

     Section 2. Definitions. Section 2 of the Existing Repurchase Agreement is
hereby amended by:

     2.1 adding the following definitions in their proper alphabetical order:

     "Aggregation Mortgage Loan" shall mean an Eligible Mortgage Loan which (i)
the Sellers have intended to be aggregated with like Mortgage Loans to create
mortgage-backed securities or similar instruments through a securitization in
which Buyer or an Affiliate of the Buyer is lead or co-lead and (ii) has not
been subject to a Transaction hereunder for a period greater than 120 days from
the date such Eligible Mortgage Loan is identified for securitization.




     "Cash Equivalents" means (a) securities with maturities of 90 days or less
from the date of acquisition issued or fully guaranteed or insured by the United
States Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of 90 days or less from the date of
acquisition and overnight bank deposits of Buyer or of any commercial bank
having capital and surplus in excess of $500,000,000, (c) repurchase obligations
of Buyer or of any commercial bank satisfying the requirements of clause (b) of
this definition, having a term of not more than seven days with respect to
securities issued or fully guaranteed or insured by the United States
Government, (d) commercial paper of a domestic issuer rated at least A-1 or the
equivalent thereof by S&P or P-1 or the equivalent thereof by Moody's and in
either case maturing within 90 days after the day of acquisition, (e) securities
with maturities of 90 days or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, by any
political subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least A by S&P or A by Moody's, (f)
securities with maturities of 90 days or less from the date of acquisition
backed by standby letters of credit issued by Buyer or any commercial bank
satisfying the requirements of clause (b) of this definition or (g) shares of
money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition.

     "Seller" means each of MortgageIT Holdings, Inc., MortgageIT, Inc., MHL
Funding Corp. or their permitted successors and assigns. 2.2 deleting the
definitions of "Market Value", "Maximum Aggregate Purchase Price" and "Purchase
Price Percentage" in their entirety and replacing them with the following:

     "Market Value" means, with respect to any Purchased Mortgage Loan as of any
date of determination, the whole-loan servicing released fair market value of
such Purchased Mortgage Loan on such date as determined by Buyer (or an
Affiliate thereof) in its sole discretion. Without limiting the generality of
the foregoing, each Seller acknowledges that (a) in the event that a Purchased
Mortgage Loan is not subject to a Take-out Commitment, Buyer may deem the Market
Value for such Mortgage Loan to be no greater than par and (b) the Market Value
of a Purchased Mortgage Loan may be reduced to zero by Buyer if:

          (i) a breach of a representation, warranty or covenant made by any
     Seller in this Agreement with respect to such Purchased Mortgage Loan has
     occurred and is continuing;

          (ii) such Purchased Mortgage Loan is a Non-Performing Mortgage Loan
     (other than a Repurchased Mortgage Loan);

          (iii) such Purchased Mortgage Loan has been released from the
     possession of the Custodian under the Custodial Agreement (other than to a
     Take-out Investor pursuant to a Bailee Letter) for a period in excess of
     ten (10) calendar days;




          (iv) such Purchased Mortgage Loan has been released from the
     possession of the Custodian under the Custodial Agreement to a Take-out
     Investor pursuant to a Bailee Letter for a period in excess of 45 calendar
     days;

          (v) such Purchased Mortgage Loan has been subject to a Transaction
     hereunder for a period of greater 180 days;

          (vi) such Purchased Mortgage Loan is an Aggregation Mortgage Loan
     which has been subject to a Transaction hereunder for a period greater than
     120 days from the date such Purchased Mortgage Loan is identified for
     securitization;

          (vii) such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan for
     which the Mortgage File has not been delivered to the Custodian on or prior
     to the seventh Business Day after the related Purchase Date;

          (viii) such Purchased Mortgage Loan is no longer acceptable for
     purchase by Buyer (or an Affiliate thereof) under any of the flow purchase
     or conduit programs for which Seller then has been approved due to a
     Requirement of Law relating to consumer credit laws or otherwise;

          (ix) when the Purchase Price for such Purchased Mortgage Loan is added
     to other Purchased Mortgage Loans (other than Aggregation Mortgage Loans),
     the aggregate Purchase Price of all Aged Loans that are Purchased Mortgage
     Loans (other than Aggregation Mortgage Loans) exceeds $60 million;

          (x) when the Purchase Price for such Purchased Mortgage Loan is added
     to other Purchased Mortgage Loans (other than Aggregation Mortgage Loans),
     the aggregate Purchase Price of all Second Lien Mortgage Loans (including
     HELOCs) that are Purchased Mortgage Loans (other than Aggregation Mortgage
     Loans) exceeds $120 million;

          (xi) when the Purchase Price for such Purchased Mortgage Loan is added
     to other Purchased Mortgage Loans (other than Aggregation Mortgage Loans),
     the aggregate Purchase Price of all Sub-Prime Mortgage Loans that are
     Purchased Mortgage Loans (other than Aggregation Mortgage Loans) exceeds
     $120 million;

          (xii) when the Purchase Price for such Purchased Mortgage Loan is
     added to other Purchased Mortgage Loans (other than Aggregation Mortgage
     Loans), the aggregate Purchase Price of all Wet-Ink Mortgage Loans that are
     Purchased Mortgage Loans (other than Aggregation Mortgage Loans) exceeds
     $180 million;

          (xiii) when the Purchase Price for such Purchased Mortgage Loan is
     added to other Purchased Mortgage Loans (other than Aggregation Mortgage
     Loans), the aggregate Purchase Price of all Repurchased Mortgage Loans that
     are Purchased Mortgage Loans (other than Aggregation Mortgage Loans)
     exceeds $10 million;




          (xiv) when the Purchase Price for such Purchased Mortgage Loan is
     added to other Purchased Mortgage Loans, the aggregate Purchase Price of
     all Mortgage Loans that are accompanied by a lost note affidavit exceeds
     $1.5 million;

          (xv) when the Purchase Price for such Purchased Mortgage Loan is added
     to other Purchased Mortgage Loans (other than Aggregation Mortgage Loans),
     the aggregate Purchase Price of all Purchased Mortgage Loans (other than
     Aggregation Mortgage Loans) exceeds $600 million; or

          (xvi) when the Purchase Price for such Purchased Mortgage Loan is
     added to other Purchased Mortgage Loans, the aggregate Purchase Price of
     all Aggregation Mortgage Loans that are Purchased Mortgage Loans exceeds
     $150 million.

     "Maximum Aggregate Purchase Price" means SEVEN HUNDRED FIFTY MILLION
DOLLARS ($750,000,000).

     "Purchase Price Percentage" means, with respect to each Mortgage Loan, the
following percentage, as applicable:

     (a) 98% with respect to Purchased Mortgage Loans (other than Aged Loans);

     (b) 96% with respect to Aged Loans;

     (c) with respect to Transactions the subject of which are Exception
Mortgage Loans, a percentage to be determined by Buyer in its sole discretion.
Section 3. Conditions to All Transactions. Section 10 of the Existing Repurchase
Agreement is hereby amended by adding the following Subsection 10(a)(10)
thereto:

     "(10) MHL. MHL shall deliver the following before MHL shall be permitted to
enter into a Transaction hereunder:

          (i) A favorable written opinion of counsel to MHL (which shall
     include, without limitation, creation and perfection of the security
     interests created herein, corporate and enforceability opinions related to
     the execution of this Amendment);

          (ii) A good standing certificate and certified copies of the charter
     and by-laws (or equivalent documents) of MHL and of all corporate or other
     authority for MHL with respect to the execution, delivery and performance
     of this Amendment and this Agreement and each other document to be
     delivered by MHL from time to time in connection herewith (and the Buyer
     may conclusively rely on such certificate until it receives notice in
     writing from MHL to the contrary);

          (iii) Evidence that all other actions necessary, or in the opinion of
     Buyer, desirable to perfect and protect Buyer's interest in the Purchased
     Mortgage Loans and other Repurchase Assets have been taken, including,
     without limitation, UCC searches and



     duly authorized and filed Uniform Commercial Code financing statements on
     Form UCC-1 with respect to MHL."

     Section 4. Section 14 of the Existing Repurchase Agreement is hereby
amended by:

     4.1 deleting Subsection (a) in its entirety and replacing it with the
following:

     "(a) Adjusted Tangible Net Worth. Sellers, on a consolidated basis, shall
maintain an Adjusted Tangible Net Worth of at least the sum of (i) $175,000,000
plus (ii) 75% of proceeds from any equity issuance of any Seller from and after
January 1, 2005."

     4.2 adding the following Subsection (gg) thereto:

     "(gg) Maintenance of Liquidity. The Sellers, on a consolidated basis, shall
ensure that, as of the end of each calendar month, they have cash and Cash
Equivalents in an amount not less than $20 million."

     Section 5. Conditions Precedent. This Amendment shall become effective on
September 19, 2005 (the "Amendment Effective Date"), subject to the satisfaction
of the following conditions precedent:

     5.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall
have received the following documents, each of which shall be satisfactory to
the Buyer in form and substance:

          (i) this Amendment, executed and delivered by duly authorized officers
     of the Buyer and Sellers;

          (ii) Amendment No. 1 and Joinder to the Custodial Agreement, executed
     and delivered by duly authorized officers of the Buyer, the Sellers and the
     Custodian;

          (iii) Amendment No. 1 and Joinder to the Disbursement Agreement,
     executed and delivered by duly authorized officers of the Buyer, the
     Sellers and the Custodian;

          (iv) Amendment No. 1 and Joinder to the Electronic Tracking Agreement,
     executed and delivered by duly authorized officers of the Buyer, the
     Sellers, the Electronic Agent and MERS; and

          (v) such other documents as the Buyer or counsel to the Buyer may
     reasonably request.

     5.2 Payment of Attorneys' Fees. On the Amendment Effective Date, the
Sellers shall have paid attorneys' fees to Buyer or its counsel either by
payment or by authorized debit in connection with this Amendment in an amount
equal to $3,000.

     Section 6. Representations and Warranties.




     6.1 Each Seller hereby represents and warrants to the Buyer that it is in
compliance with all the terms and provisions set forth in the Existing
Repurchase Agreement on its part to be observed or performed, and that no Event
of Default has occurred or is continuing, and hereby confirms and reaffirms the
representations and warranties contained in Section 13 of the Existing
Repurchase Agreement (except to the extent that such representation or warranty
expressly relates to an earlier date).

     6.2 In addition, MHL make the following representation and warranty as of
the Amendment Effective Date, and as of each Purchase Date:

     "Chief Executive Office/Jurisdiction of Organization. MHL's chief executive
office is, and has been, located at 33 Maiden Lane, 6th Floor, New York, New
York 10038. MHL is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware."

     Section 7. Joint and Several Obligations. Each Seller and Buyer hereby
acknowledge and agree that MortgageIT, Holdings and MHL are each jointly and
severally liable to Buyer for all of their respective representations,
warranties and covenants hereunder and under the Existing Repurchase Agreement.

     Section 8. Limited Effect. Except as expressly amended and modified by this
Amendment, the Existing Master Repurchase Agreement shall continue to be, and
shall remain, in full force and effect in accordance with its terms.

     Section 9. Counterparts. This Amendment may be executed by each of the
parties hereto on any number of separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument.

     SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

                            [SIGNATURE PAGE FOLLOWS]





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


Buyer:                                        CREDIT SUISSE FIRST BOSTON
                                              MORTGAGE CAPITAL LLC,
                                              AS BUYER


                                              By: /s/ Randall Eron Shy
                                                  --------------------
                                                  Name: Randall Eron Shy
                                                  Title: Vice President



MortgageIT:                                   MORTGAGEIT, INC.,
                                              AS SELLER


                                              By: /s/ Robert A. Gula
                                                  ------------------
                                                  Name: Robert A. Gula
                                                  Title: Chief Financial Officer



Holdings:                                     MORTGAGEIT HOLDINGS, INC.,
                                              AS SELLER


                                              By: /s/ Glenn J. Mouridy
                                                  --------------------
                                                  Name: Glenn J. Mouridy
                                                  Title: President and
                                                         Chief Financial Officer


MHL:                                          MHL FUNDING CORP.,
                                              AS SELLER


                                              By: /s/ Glenn J. Mouridy
                                                  --------------------
                                                  Name: Glenn J. Mouridy
                                                  Title: President




                                                               EXECUTION VERSION



                                    Exhibit A


                        OFFICER'S COMPLIANCE CERTIFICATE
                        --------------------------------

I, ___________________, do hereby certify that I am the duly elected, qualified
and authorized officer of MortgageIT, Inc. ("MortgageIT"). This Certificate is
delivered to you in connection with Section 17b of the Master Repurchase
Agreement dated as of March 11, 2005, among MortgageIT, Inc., MortgageIT
Holdings, Inc., MHL Funding Corp. and Credit Suisse First Boston Mortgage
Capital LLC (as amended from time to time, the "Agreement"), as the same may
have been amended from time to time. Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Agreement. I hereby
certify that, as of the date of the financial statements attached hereto and as
of the date hereof, MortgageIT is and has been in compliance with all the terms
of the Agreement and, without limiting the generality of the foregoing, I
certify that:

     Adjusted Tangible Net Worth. The Sellers, on a consolidated basis, have
     maintained an Adjusted Tangible Net Worth of at least the sum of (i)
     $175,000,000 plus (ii) 75% of proceeds from any equity issuance of any
     Seller from and after January 1, 2005. A detailed summary of the
     calculation of Seller's actual Adjusted Tangible Net Worth is provided in
     Schedule 1 hereto.

     Indebtedness to Adjusted Tangible Net Worth Ratio. The Sellers, on a
     consolidated basis, have maintained the ratio of Adjusted Indebtedness to
     Adjusted Tangible Net Worth of no greater than 15:1 and the ratio of
     Indebtedness to Adjusted Tangible Net Worth no greater than 25:1. A
     calculation of Sellers' actual Indebtedness to Adjust Tangible Net Worth is
     provided in Schedule 1 hereto.

     Maintenance of Profitability. Sellers have not permitted, for any Test
     Period, Net Income for such Test Period, before income taxes for such Test
     Period and distributions made during such Test Period, to be less than
     $1.00.

     Maintenance of Liquidity. The Sellers, on a consolidated basis, have
     ensured that, as of the end of each calendar month, they have cash and Cash
     Equivalents in an amount not less than $20 million.

     Insurance. Sellers or their Affiliates, have maintained, for Sellers and
     their Subsidiaries, insurance coverage with respect to employee dishonesty,
     forgery or alteration, theft, disappearance and destruction, robbery and
     safe burglary, property (other than money and securities) and computer
     fraud or an aggregate amount of at least $_____________. The actual amount
     of such coverage is $_____________.



                                      D-1


     Financial Statements. The financial statements attached hereto are accurate
     and complete, accurately reflect the financial condition of Sellers, and do
     not omit any material fact as of the date(s) thereof.

     Documentation. Sellers have performed the documentation procedures required
     by their operational guidelines with respect to endorsements and
     assignments, including the recordation of assignments, or have verified
     that such documentation procedures have been performed by a prior holder of
     such Mortgage Loan.

     Compliance. Each Seller has observed or performed in all material respects
     all of its covenants and other agreements, and satisfied every condition,
     contained in the Agreement and the other Program Agreements to be observed,
     performed and satisfied by it. [If a covenant or other agreement or
     condition has not been complied with, the applicable Seller shall describe
     such lack of compliance and provide the date of any related waiver
     thereof.]

     Regulatory Action. No Seller is currently under investigation or, to best
     of any Seller's knowledge, no investigation by any federal, state or local
     government agency is threatened. No Seller has been the subject of any
     government investigation that has resulted in the voluntary or involuntary
     suspension of a license, a cease and desist order, or such other action as
     could adversely impact Sellers' business. [If so, the applicable Seller
     shall describe the situation in reasonable detail and describe the action
     that Seller has taken or proposes to take in connection therewith.]

     No Default. No Default or Event of Default has occurred or is continuing.
     [If any Default or Event of Default has occurred and is continuing,
     applicable Seller shall describe the same in reasonable detail and describe
     the action such Seller has taken or proposes to take with respect thereto,
     and if such Default or Event of Default has been expressly waived by Buyer
     in writing, such Seller shall describe the Default or Event of Default and
     provide the date of the related waiver.]

     Indebtedness. All Indebtedness (other than Indebtedness evidenced by the
     Repurchase Agreement) of Sellers existing on the date hereof is listed on
     Schedule 2 hereto.

     Purchased Mortgage Loans. Attached hereto as Schedule 3 is a true and
     correct list of all Mortgage Loans purchased by Buyer and held by Custodian
     pending repurchase.

     Originations. Attached hereto as Schedule 4 is a true and correct summary
     of all Mortgage Loans originated by Sellers during the calendar quarter
     ending on [DATE].

     Heding. Attached hereto as Schedule 5 is a true and correct summary of all
     Interest Rate Protection Agreements entered into or maintained by Sellers
     during the calendar quarter ending on [DATE].



                                      D-2


     REIT Qualification Tests. Holdings is, and has been since _____________, a
     real estate investment trust (a "REIT") for U.S. federal income tax
     purposes. Attached hereto as Schedule 5 is a true and correct summary of
     the calculations for REIT qualification of Holdings.

     REIT Asset and Income Tests.
     ----------------------------

     1. At the close of each taxable year, at least 75 percent of Holdings'
     gross income consists of (i) "rents from real property" within the meaning
     of Section 856(c)(3)(A) of the Code, (ii) interest on obligations secured
     by mortgages on real property or on interests in real property, within the
     meaning of Section 856(c)(3)(B) of the Code, (iii) gain from the sale or
     other disposition of real property (including interests in real property
     and interests in mortgages on real property) which is not property
     described in Section 1221(a)(1) of the Code, within the meaning of Section
     856(c)(3)(C) of the Code, (iv) dividends or other distributions on, and
     gain (other than gain from "prohibited transactions" within the meaning of
     Section 857(b)(6)(B)(iii) of the Code) from the sale or other disposition
     of, transferable shares (or transferable certificates of beneficial
     interest) in other qualifying REITs within the meaning of Section
     856(d)(3)(D) of the Code, and (v) amounts described in Sections
     856(c)(3)(E) through 856(c)(3)(I) of the Code.

     2. At the close of each taxable year, at least 95 percent of Holdings'
     gross income consists of (i) the items of income described in paragraph 1
     hereof (other than those described in Section 856(c)(3)(I) of the Code),
     (ii) gain realized from the sale or other disposition of stock or
     securities which are not property described in Section 1221(a)(1) of the
     Code, (iii) interest, (iv) dividends, and (v) income derived from payments
     to Holdings on interest rate swap or cap agreements, options, futures
     contracts, forward rate agreements and other similar financial instruments
     entered into to reduce the interest rate risks with respect to any
     indebtedness incurred or to be incurred to acquire or carry real estate
     assets, or gain from the sale or other disposition of such an investment as
     described in section 856(c)(5)(G), in each case within the meaning of
     Section 856(c)(2) of the Code.

     3. At the close of each quarter of Holdings' taxable years, at least 75
     percent of the value of Holdings' total assets (as determined in accordance
     with Treasury Regulations Section 1.856-2(d)) has consisted of and will
     consist of real estate assets within the meaning of Sections 856(c)(4) and
     856(c)(5)(B) of the Code, cash and cash items (including receivables which
     arise in the ordinary course of Holdings' operations, but not including
     receivables purchased from another person), and Government Securities;
     unless (a) the test described in this paragraph (3) has been satisfied as
     of the end of the immediately preceding quarter of Holdings' taxable year,
     (b) such test is not satisfied as the result of the acquisition of a
     security or property during the current quarter of Holdings' taxable year,
     (c) Holdings delivers within 10 days of the end of the current quarter of
     Holdings' taxable year to Buyer notice that such test is not satisfied, (d)
     such test is satisfied


                                      D-3


     within the 30 day period as provided under section 856(c)(4), and (e) an
     officer of Holdings certifies as to such satisfaction within such 30 day
     period, and provides documentation, reasonably satisfactory to Buyer
     evidencing such satisfaction.

     4. At the close of each quarter of each of Holdings' taxable years, (a) not
     more than 25 percent of Holdings' total asset value will be represented by
     securities (other than those described in paragraph 3), (b) not more than
     20 percent of Holdings' total asset value will be represented by securities
     of one or more taxable REIT subsidiaries, and (c) (i) not more than 5
     percent of the value of Holdings' total assets will be represented by
     securities of any one issuer (other than Government Securities and
     securities of taxable REIT subsidiaries), and (ii) Holdings will not hold
     securities possessing more than 10 percent of the total voting power or
     value of the outstanding securities of any one issuer (other than
     Government Securities, securities of taxable REIT subsidiaries, and
     securities of a qualified REIT subsidiary within the meaning of Section
     856(i) of the Code); unless (d) the tests described in this paragraph (4)
     have been satisfied as of the end of the immediately preceding quarter of
     Holdings' taxable year, (e) any of the tests described in this paragraph
     (4) are not satisfied as the result of the acquisition of a security or
     property during the current quarter of Holdings' taxable year, (f) Holdings
     delivers within 10 days of the end of the current quarter of Holdings'
     taxable year to Buyer notice that such test is not satisfied, (g) such test
     is satisfied within the 30 day period as provided under section 856(c)(4),
     and (h) an officer of Holdings certifies as to such satisfaction within
     such 30 day period, and provides documentation, reasonably satisfactory to
     Buyer evidencing such satisfaction.


                                      D-4



IN WITNESS WHEREOF, I have set my hand this _____ day of ________, ________.



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

                                          Name:
                                                --------------------------------

                                          Title:
                                                 -------------------------------






                                      D-5


                 SCHEDULE 1 TO OFFICER'S COMPLIANCE CERTIFICATE
                 ----------------------------------------------
                       CALCULATIONS OF FINANCIAL COVENANTS
                         AS OF THE QUARTER ENDED [DATE]

--------------------------------------------------------------------------------
I.    ADJUSTED TANGIBLE NET WORTH
--------------------------------------------------------------------------------
1.    Net Worth (book)                                              $
--------------------------------------------------------------------------------
      Plus:
--------------------------------------------------------------------------------
2.    Subordinated Debt (maturity > CSFB line maturity)             $
--------------------------------------------------------------------------------
I.(A) TOTAL OF ITEMS 1-2                                            $
--------------------------------------------------------------------------------

      Less:
--------------------------------------------------------------------------------
3.    Capitalized servicing balance                                 $
--------------------------------------------------------------------------------
4.    Goodwill                                                      $
--------------------------------------------------------------------------------
5.    Receivables or advances due from shareholders,                $
      affiliates, employees or related parties
--------------------------------------------------------------------------------
6.    Trademarks                                                    $
--------------------------------------------------------------------------------
7.    Capitalized organizational expenses                           $
--------------------------------------------------------------------------------
8.    Copyrights                                                    $
--------------------------------------------------------------------------------
9.    Tradenames                                                    $
--------------------------------------------------------------------------------
10.   Restricted Cash                                               $
--------------------------------------------------------------------------------
11.   Deferred Charges                                              $
--------------------------------------------------------------------------------
12.   Prepaid assets                                                $
--------------------------------------------------------------------------------
13.   Investments in related entities, partnerships                 $
--------------------------------------------------------------------------------
14.   Any other intangible assets                                   $
--------------------------------------------------------------------------------

I.(B) TOTAL OF ITEMS 3-14                                           $
--------------------------------------------------------------------------------

I.(C) ACTUAL ADJUSTED TANGIBLE NET WORTH (A MINUS B)                $
--------------------------------------------------------------------------------
      Adjusted Tangible Net Worth Covenant                          $
--------------------------------------------------------------------------------
      COMPLIANCE?                                                   YES / NO
--------------------------------------------------------------------------------

II.   LEVERAGE RATIO
--------------------------------------------------------------------------------

      TOTAL DEBT DIVIDED BY ADJUSTED TANGIBLE NET WORTH - ACTUAL    XX.X
--------------------------------------------------------------------------------
      Leverage Covenant                                             xx.x
--------------------------------------------------------------------------------
      COMPLIANCE?                                                   YES / NO
--------------------------------------------------------------------------------



                                      D-6


                 SCHEDULE 2 TO OFFICER'S COMPLIANCE CERTIFICATE
                 ----------------------------------------------

                  INDEBTEDNESS as of _________________________


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

                          TOTAL             OUTSTANDING
      LENDER           COMMITMENT           INDEBTEDNESS      EXPIRATION DATE
--------------------------------------------------------------------------------

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

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

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

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



                                      D-7



                 SCHEDULE 3 TO OFFICER'S COMPLIANCE CERTIFICATE
                 ----------------------------------------------

                            PURCHASED MORTGAGE LOANS






                                      D-8


                 SCHEDULE 4 TO OFFICER'S COMPLIANCE CERTIFICATE
                 ----------------------------------------------

                       OVERALL MORTGAGE LOAN ORIGINATIONS

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

                              TOTAL NUMBER OF           AGGREGATE PRINCIPAL
                               MORTGAGE LOANS           BALANCE OF MORTGAGE
    MORTGAGE LOAN TYPE           ORIGINATED               LOANS ORIGINATED
--------------------------------------------------------------------------------
   Alt-A Mortgage Loans
--------------------------------------------------------------------------------
 Conforming Mortgage Loans
--------------------------------------------------------------------------------
          HELOCs
--------------------------------------------------------------------------------
   Jumbo Mortgage Loans
--------------------------------------------------------------------------------
Second Lien Mortgage Loans
--------------------------------------------------------------------------------
 Sub-Prime Mortgage Loans
--------------------------------------------------------------------------------



                                      D-9


                 SCHEDULE 5 TO OFFICER'S COMPLIANCE CERTIFICATE
                 ----------------------------------------------


                       Interest Rate Protection Agreements




                                      D-10



                 SCHEDULE 6 TO OFFICER'S COMPLIANCE CERTIFICATE
                       CALCULATIONS FOR REIT QUALIFICATION
                         AS OF THE QUARTER ENDED [DATE]

--------------------------------------------------------------------------------
I.    75% OF GROSS INCOME (SECTION 856(C)(3)):
--------------------------------------------------------------------------------
1.    Gross income for quarter                                        $
--------------------------------------------------------------------------------
2.    Qualifying income under section 856(c)(3)                       $
--------------------------------------------------------------------------------
3.    Line 2 divided by Line 1 (cannot be less than 0.75)
--------------------------------------------------------------------------------

II.   95% OF GROSS INCOME (SECTION 856(C)(2)):
--------------------------------------------------------------------------------
4.    Qualifying income under section 856(c)(2)
--------------------------------------------------------------------------------
5.    Line 4 divided by Line 1 (cannot be less than 0.95)
--------------------------------------------------------------------------------

III.  75% OF TOTAL ASSETS (SECTION 856(C)(4)(A)):
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6.    Value of total assets                                           $
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7.    Qualifying assets under section 856(c)(4)(A)                    $
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8.    Line 7 divided by Line 6 (cannot be less than 0.75)
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IV.   25% OF TOTAL ASSETS (SECTION 856(C)(4)(B)(I)):
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9.    Value of securities held (other than those included in Line 7)  $
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10.   Line 9 divided by Line 6 (cannot be more than 0.25)
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V.    20% OF TOTAL ASSETS (SECTION 856(C)(4)(B)(II)):
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11.   Value of securities of one or more taxable REIT subsidiaries    $
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12.   Line 11 divided by Line 6 (cannot be more than 0.2)
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VI.   5% OF TOTAL ASSETS (SECTION 856(C)(4)(B)(III)(I)):
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13.   Value of securities held of each issuer (except for those
      included in Line 7 or Line 11)
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14.   Line 13 divided by Line 6 (cannot be more than 0.05)
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