SUPPLEMENTAL INDENTURE NUMBER ONE TO THE INDENTURE DATED AS OF AUGUST 24, 2005 AMONG MORTGAGEIT TRUST 2005-4, AS ISSUER WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SECURITIES ADMINISTRATOR AND DEUTSCHE BANK NATIONAL TRUST COMPANY, AS INDENTURE TRUSTEE

SUPPLEMENTAL INDENTURE NUMBER ONE

TO THE

INDENTURE

DATED AS OF AUGUST 24, 2005

AMONG

MORTGAGEIT TRUST 2005-4, AS ISSUER

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SECURITIES ADMINISTRATOR

AND

DEUTSCHE BANK NATIONAL TRUST COMPANY, AS INDENTURE TRUSTEE

This SUPPLEMENTAL INDENTURE NUMBER ONE (this “Supplemental Indenture”) is made and entered into this 17^th day of October 2005, by and among MORTGAGEIT TRUST 2005-4 (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Securities Administrator”) and DEUTSCHE BANK NATIONAL TRUST COMPANY (the “Indenture Trustee”), in connection with the Indenture dated as of August 24, 2005 among the above mentioned parties (the “Indenture”), and the issuance of the Mortgage-Backed Notes, Series 2005-4. This Supplemental Indenture is made pursuant to Section 9.01(a) of the Indenture.

1.         Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Indenture.

2.         The definition of “Servicing Fee Rate” in Appendix A of the Indenture is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Servicing Fee Rate: With respect to any Mortgage Loan, 0.250% per annum.”

3.         Except as amended above, the Indenture shall continue to be in full force and effect in accordance with its terms.

4.         The prior notice of this Supplemental Indenture required by Section 9.01(a) of the Indenture has been given by the Issuer to each of the Rating Agencies, currently Standard & Poor's, a Division of The Mcgraw-Hill Companies, Inc., and Moody's Investors Service, Inc.

5.         The opinions of counsel required by Section 9.01(a) of the Indenture have been received by the Indenture Trustee and Securities Administrator.