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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

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                    GREENPOINT HOME EQUITY LOAN TRUST 1999-2


                   Class A-1 Variable Rate Asset Backed Notes
                   Class A-2 Variable Rate Asset Backed Notes


                                    INDENTURE


                          Dated as of December 1, 1999




                         BANK ONE, NATIONAL ASSOCIATION
                                Indenture Trustee


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                                TABLE OF CONTENTS

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ARTICLE I Definitions and Incorporation by Reference..............................................................1

      SECTION 1.1.    Definitions.................................................................................1
      SECTION 1.2.    Incorporation by Reference of the Trust Indenture Act.......................................1
      SECTION 1.3.    Rules of Construction.......................................................................2
      SECTION 1.4.    Action by or Consent of Noteholders and Certificateholders..................................2
      SECTION 1.5.    Conflict with TIA...........................................................................2

ARTICLE II The Notes  ............................................................................................3

      SECTION 2.1.    Form .......................................................................................3
      SECTION 2.2.    Execution, Authentication and Delivery......................................................3
      SECTION 2.3.    Registration; Registration of Transfer and Exchange.........................................3
      SECTION 2.4.    Mutilated, Destroyed, Lost or Stolen Notes..................................................5
      SECTION 2.5.    Persons Deemed Owners.......................................................................6
      SECTION 2.6.    Payment of Principal and Interest; Defaulted Interest.......................................6
      SECTION 2.7.    Cancellation................................................................................7
      SECTION 2.8.    Release of Collateral.......................................................................7
      SECTION 2.9.    Book-Entry Notes............................................................................7
      SECTION 2.10.   Notices to Clearing Agency..................................................................8
      SECTION 2.11.   Definitive Notes............................................................................8

ARTICLE III Covenants ............................................................................................9

      SECTION 3.1.    Payment of Principal and Interest...........................................................9
      SECTION 3.2.    Maintenance of Office or Agency.............................................................9
      SECTION 3.3.    Money for Payments to be Held in Trust......................................................9
      SECTION 3.4.    Existence..................................................................................10
      SECTION 3.5.    Protection of Trust Property...............................................................10
      SECTION 3.6.    Opinions as to Trust Property..............................................................11
      SECTION 3.7.    Performance of Obligations; Servicing of Mortgage Loans....................................12
      SECTION 3.8.    Negative Covenants.........................................................................12
      SECTION 3.9.    Annual Statement as to Compliance..........................................................13
      SECTION 3.10.   Issuer May Not Consolidate or Transfer Assets..............................................13
      SECTION 3.11.   No Other Business..........................................................................14
      SECTION 3.12.   No Borrowing...............................................................................14
      SECTION 3.13.   Servicer's Obligations.....................................................................14
      SECTION 3.14.   Guarantees, Loans, Advances and Other Liabilities..........................................14
      SECTION 3.15.   Capital Expenditures.......................................................................14
      SECTION 3.16.   Compliance with Laws.......................................................................14
      SECTION 3.17.   Restricted Payments........................................................................14
      SECTION 3.18.   Notice of Rapid Amortization Events and Events of Servicing Termination....................15
      SECTION 3.19.   Further Instruments and Acts...............................................................15
      SECTION 3.20.   Amendments of Sale and Servicing Agreement and Trust Agreement.............................15
      SECTION 3.21.   Income Tax Characterization................................................................15
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ARTICLE IV Satisfaction and Discharge............................................................................15

      SECTION 4.1.    Satisfaction and Discharge of Indenture....................................................15
      SECTION 4.2.    Application of Trust Money.................................................................16
      SECTION 4.3.    Repayment of Monies Held by Note Paying Agent..............................................17

ARTICLE V Remedies...............................................................................................17

      SECTION 5.1.    Remedies...................................................................................17
      SECTION 5.2.    Limitation of Suits........................................................................17
      SECTION 5.3.    Unconditional Rights of Noteholders To Receive Principal and Interest......................18
      SECTION 5.4.    Restoration of Rights and Remedies.........................................................18
      SECTION 5.5.    Rights and Remedies Cumulative.............................................................18
      SECTION 5.6.    Delay or Omission Not a Waiver.............................................................18
      SECTION 5.7.    Control by Noteholders.....................................................................18
      SECTION 5.8.    Undertaking for Costs......................................................................19
      SECTION 5.9.    Waiver of Stay or Extension Laws...........................................................19
      SECTION 5.10.   Action on Notes............................................................................19
      SECTION 5.11.   Performance and Enforcement of Certain Obligations.........................................19
      SECTION 5.12.   Subrogation................................................................................20
      SECTION 5.13.   Preference Claims..........................................................................20

ARTICLE VI The Indenture Trustee.................................................................................21

      SECTION 6.1.    Duties of Indenture Trustee................................................................21
      SECTION 6.2.    Rights of Indenture Trustee................................................................23
      SECTION 6.3.    Individual Rights of Indenture Trustee.....................................................24
      SECTION 6.4.    Indenture Trustee's Disclaimer.............................................................24
      SECTION 6.5.    Notice of Rapid Amortization Events and Events of Servicing Termination....................24
      SECTION 6.6.    Reports by Indenture Trustee to Holders....................................................24
      SECTION 6.7.    Compensation and Indemnity.................................................................24
      SECTION 6.8.    Replacement of Indenture Trustee...........................................................25
      SECTION 6.9.    Successor Indenture Trustee by Merger......................................................27
      SECTION 6.10.   Appointment of Co-Indenture Trustee or Separate Indenture Trustee..........................27
      SECTION 6.11.   Eligibility; Disqualification..............................................................28
      SECTION 6.12.   Preferential Collection of Claims Against Issuer...........................................28
      SECTION 6.13.   Appointment and Powers.....................................................................29
      SECTION 6.14.   Performance of Duties......................................................................29
      SECTION 6.15.   Limitation on Liability....................................................................29
      SECTION 6.16.   Reliance Upon Documents....................................................................29
      SECTION 6.17.   Representations and Warranties of the Indenture Trustee....................................29
      SECTION 6.18.   Waiver of Setoffs..........................................................................30
      SECTION 6.19.   Control by the Controlling Party...........................................................30
      SECTION 6.20.   Trustee May Enforce Claims Without Possession of Notes.....................................30

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      SECTION 6.21.   Suits for Enforcement......................................................................30
      SECTION 6.22.   Mortgagor Claims...........................................................................31

ARTICLE VII Noteholders' Lists and Reports.......................................................................31

      SECTION 7.1.    Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders..................31
      SECTION 7.2.    Preservation of Information; Communications to Noteholders.................................32
      SECTION 7.3.    Reports by Issuer..........................................................................32
      SECTION 7.4.    Reports by Indenture Trustee...............................................................33

ARTICLE VIII Payments and Statements to Noteholders and Certificateholders; Accounts, Disbursements and
                      Releases...................................................................................33

      SECTION 8.1.    Collection of Money........................................................................33
      SECTION 8.2.    Release of Trust Property..................................................................33
      SECTION 8.3.    Establishment of Accounts..................................................................34
      SECTION 8.4.    The Policy.................................................................................34
      SECTION 8.5.    Reserve Fund...............................................................................35
      SECTION 8.6.    Priority of Distributions..................................................................35
      SECTION 8.7.    Statements to Noteholders..................................................................38
      SECTION 8.8.    Rights of Securityholders..................................................................39
      SECTION 8.9.    Pre-Funding Account........................................................................40
      SECTION 8.10.   Opinion of Counsel.........................................................................41

ARTICLE IX Supplemental Indentures...............................................................................41

      SECTION 9.1.    Supplemental Indentures Without Consent of Noteholders.....................................41
      SECTION 9.2.    Supplemental Indentures with Consent of Noteholders........................................42
      SECTION 9.3.    Execution of Supplemental Indentures.......................................................44
      SECTION 9.4.    Effect of Supplemental Indenture...........................................................44
      SECTION 9.5.    Conformity With Trust Indenture Act........................................................44
      SECTION 9.6.    Reference in Notes to Supplemental Indentures..............................................44

ARTICLE X Redemption of Notes....................................................................................45

      SECTION 10.1.   Redemption.................................................................................45
      SECTION 10.2.   Surrender of Notes.........................................................................45
      SECTION 10.3.   Form of Redemption Notice..................................................................46
      SECTION 10.4.   Notes Payable on Redemption Date...........................................................47

ARTICLE XI Miscellaneous.........................................................................................47

      SECTION 11.1.   Compliance Certificates and Opinions, etc..................................................47
      SECTION 11.2.   Form of Documents Delivered to Indenture Trustee...........................................48
      SECTION 11.3.   Acts of Noteholders........................................................................48
      SECTION 11.4.   Notices, etc., to Indenture Trustee, Issuer and Rating Agencies............................49
      SECTION 11.5.   Notices to Noteholders; Waiver.............................................................50
      SECTION 11.6.   Alternate Payment and Notice Provisions....................................................50
      SECTION 11.7.   Conflict with Trust Indenture Act..........................................................50
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                                      iii

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      SECTION 11.8.   Effect of Headings and Table of Contents...................................................51
      SECTION 11.9.   Successors and Assigns.....................................................................51
      SECTION 11.10.  Separability...............................................................................51
      SECTION 11.11.  Benefits of Indenture......................................................................51
      SECTION 11.12.  Legal Holidays.............................................................................51
      SECTION 11.13.  GOVERNING LAW..............................................................................51
      SECTION 11.14.  Counterparts...............................................................................51
      SECTION 11.15.  Recording of Indenture.....................................................................51
      SECTION 11.16.  Trust Obligation...........................................................................52
      SECTION 11.17.  No Petition................................................................................52
      SECTION 11.18.  Inspection.................................................................................52
      SECTION 11.19.  Limitation of Liability....................................................................52

ARTICLE XII Rapid Amortization Events............................................................................53

      SECTION 12.1.   Rapid Amortization Events..................................................................53

ANNEX A -- Defined Terms

Exhibit A -- Form of Class A-1 Note
Exhibit B -- Form of Class A-2 Note

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                                       iv

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                  INDENTURE, dated as of December 1, 1999, between GREENPOINT
HOME EQUITY LOAN TRUST 1999-2, a Delaware business trust (the "Issuer"), and
BANK ONE, NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Indenture Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's Class
A-1 Variable Rate Asset Backed Notes (the "Class A-1 Notes") and Class A-2
Variable Rate Asset Backed Notes (the "Class A-2 Notes" and, together with the
Class A-1 Notes, the "Notes"):

                  As security for the payment and performance by the Issuer of
its obligations under this Indenture and the Notes, the Issuer has agreed to
assign the Collateral (as defined below) to the Indenture Trustee on behalf of
the Noteholders.

                  Ambac Assurance Corporation (the "Insurer") has issued and
delivered a financial guaranty insurance policy for both Classes of Notes, dated
the Closing Date (the "Policy"), pursuant to which the Insurer guarantees the
Insured Payments (as defined below).

                  As an inducement to the Insurer to issue and deliver the
Policy, the Issuer and the Insurer have executed and delivered the Insurance and
Indemnity Agreement, dated as of December 22, 1999 (as amended from time to
time, the "Insurance Agreement"), among the Insurer, the Issuer, GreenPoint
Mortgage Funding, Inc. and GreenPoint Mortgage Securities Inc. and the Indenture
Trustee.

                  As an additional inducement to the Insurer to issue the
Policy, and as security for the performance by the Issuer of the Insurer Issuer
Secured Obligations and as security for the performance by the Issuer of the
Indenture Trustee Issuer Secured Obligations, the Issuer has agreed to grant and
assign the Collateral (as defined below) to the Indenture Trustee for the
benefit of the Issuer Secured Parties, as their respective interests may appear.



<PAGE>



                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, for the benefit of the Issuer Secured Parties all of the Issuer's
right, title and interest in and to: (i)(A) a pool ("Pool I") of certain
adjustable rate home equity revolving credit line loans (the "HELOC Mortgage
Loans") (including any Additional Balances related thereto) and certain second
lien closed-end loans (the "Closed End Mortgage Loans") in each case which
substantially conform to the loan origination standards with respect to loan
balances as of the date of origination set forth by the Federal National
Mortgage Association (the "Initial Pool I Mortgage Loans") and (B) a pool ("Pool
II") of certain HELOC Mortgage Loans (including any Additional Balances related
thereto) which may not so conform (the "Initial Pool II Mortgage Loans" and
together with the Pool I Mortgage Loans, the "Initial Mortgage Loans"), in each
case as set forth in Exhibit A to the Sale and Servicing Agreement; (ii) the
collections in respect of the Mortgage Loans after the Cut-Off Date; (iii)
property that secured a Mortgage Loan that has been acquired by foreclosure or
deed in lieu of foreclosure; (iv) rights of the Sponsor under hazard insurance
policies covering the Mortgaged Properties; (v) the Policy; (vi) amounts on
deposit from time to time in the Collection Account; (vii) any amounts on
deposit in the Pre-Funding Account; (viii) any amounts on deposit in the Reserve
Fund; (ix) any and all Subsequent Mortgage Loans (the Subsequent Mortgage Loans,
together with the Initial Mortgage Loans are collectively referred to as the
"Mortgage Loans") (including any Additional Balances related thereto); (x) all
rights under the Purchase Agreement assigned to the Issuer (including all
representations and warranties of the Seller contained therein) and all rights
of the Issuer under the Sale and Servicing Agreement; and (xi) any and all
proceeds of the foregoing (the items set forth in (i) through (xi) above, the
"Collateral").

                  The foregoing Grant is made in trust to the Indenture Trustee,
for the benefit first, of the Holders of the Notes, and second, for the benefit
of the Insurer. The Indenture Trustee hereby acknowledges such Grant, accepts
the trusts under this Indenture in accordance with the provisions of this
Indenture and agrees to perform its duties required in this Indenture to the
best of its ability to the end that the interests of such parties, recognizing
the priorities of their respective interests may be adequately and effectively
protected.


                                    ARTICLE I

                   Definitions and Incorporation by Reference

                  SECTION 1.1. Definitions. Except as otherwise specified
herein, the following terms have the respective meanings set forth in Annex A to
this Indenture.

                  SECTION 1.2. Incorporation by Reference of the Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.


<PAGE>


                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Issuer.

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

                  SECTION 1.3. Rules of Construction. Unless the context
otherwise requires:

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

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

                      (iii) "or" is not exclusive;

                      (iv) "including" means including without limitation; and

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

                  SECTION 1.4. Action by or Consent of Noteholders and
Certificateholders. Whenever any provision of this Indenture refers to action to
be taken, or consented to, by Noteholders or Certificateholders, such provision
shall be deemed to refer to the Certificateholder or Noteholder, as the case may
be, of record as of the Record Date immediately preceding the date on which such
action is to be taken, or consent given, by Noteholders or Certificateholders.
Solely for the purposes of any action to be taken, or consented to, by
Noteholders or Certificateholders, any Note or Certificate registered in the
name of GreenPoint Mortgage Funding, Inc. or any Affiliate thereof shall be
deemed not to be outstanding; provided, however, that, solely for the purpose of
determining whether the Indenture Trustee or the Owner Trustee is entitled to
rely upon any such action or consent, only Notes or Certificates which the Owner
Trustee or the Indenture Trustee, respectively, knows to be so owned shall be so
disregarded.

                  SECTION 1.5. Conflict with TIA. If any provision hereof
limits, qualifies or conflicts with a provision of the TIA that is required
under the TIA to be part of and govern this Indenture, the latter provision
shall control and all provisions required by the TIA are hereby incorporated by
reference. If any provision of this Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the latter provisions shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.


                                       2
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                                   ARTICLE II

                                    The Notes

                  SECTION 2.1. Form. The Class A-1 Notes and the Class A-2
Notes, in each case together with the Indenture Trustee's certificate of
authentication, shall be in substantially the form set forth in Exhibits A and
B, respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

                  Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in Exhibits A and B are part of the terms of this
Indenture.

                  SECTION 2.2. Execution, Authentication and Delivery. The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be original or
facsimile.

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

                  The Indenture Trustee shall authenticate and deliver Class A-1
Notes for original issue in an aggregate principal amount of $193,275,000 and
Class A-2 Notes for original issue in the aggregate principal amount of
$52,370,000. The Class A-1 Notes and the Class A-2 Notes outstanding at any time
may not exceed such amounts except as provided in Section 2.6.

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

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears attached to such
Note a certificate of authentication substantially in the form provided for
herein executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate attached to any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall
be Book-Entry Notes.

                  SECTION 2.3. Registration; Registration of Transfer and
Exchange. The Issuer shall cause to be kept a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee shall be "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any
resignation of



                                       3
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any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.

                  If a Person other than the Indenture Trustee is appointed by
the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof. The Indenture Trustee shall have the right to rely upon a
certificate executed on behalf of the Note Registrar by an Authorized Officer
thereof as to the names and addresses of the Holders of the Notes and the
principal amounts and number of such Notes.

                  Upon surrender for registration or transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, and
if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall
execute or cause the Indenture Trustee to authenticate one or more new Notes, in
any authorized denominations, of the same class and a like aggregate principal
amount. A Noteholder may also obtain from the Indenture Trustee, in the name of
the designated transferee or transferees one or more new Notes, in any
authorized denominations, of the same class and a like aggregate principal
amount. Such requirements shall not be deemed to create a duty in the Indenture
Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC.

                  At the option of the Holder, Notes may be exchanged for other
Notes in any authorized denominations, of the same class and a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, and if the
requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute
and upon its request the Indenture Trustee shall authenticate the Notes which
the Noteholder making the exchange is entitled to receive. Such requirements
shall not be deemed to create a duty in the Indenture Trustee to monitor the
compliance by the Issuer with Section 8-401 of the UCC.

                  All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

                  Every Note presented or surrendered for registration of
transfer or exchange shall be (i) duly endorsed by, or be accompanied by a
written instrument of transfer in the form attached to Exhibits A and B, duly
executed by the Holder thereof or such Holder's attorney duly authorized in
writing, with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar all in accordance with the
Exchange Act, and (ii) accompanied by such other documents as the Note Registrar
may require.

                  No service charge shall be made to a Holder for any
registration of transfer or exchange of Notes, but the Note Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.4 or 9.6 not
involving any transfer.



                                       4
<PAGE>


                  The Note Registrar shall not register the transfer of a
Definitive Note unless the Indenture Trustee has received a representation
letter (in form and substance satisfactory to the Indenture Trustee) from the
prospective transferee to the effect that either (a) such transferee is not an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA or a plan (as defined in Section 4975(e)(1)
of the Code) that is subject to Section 4975 of the Code (each, a "Benefit
Plan") and is not acting on behalf of or investing the assets of a Benefit Plan
or (b) the acquisition and continued holding of such Note by the transferee will
be covered by a U.S. Department of Labor prohibited transaction class exemption.
Each Note Owner, by acceptance of a beneficial interest in a Book-Entry Note,
will be deemed to make one of the foregoing representations.

                  SECTION 2.4. Mutilated, Destroyed, Lost or Stolen Notes. If
(i) any mutilated Note is surrendered to the Note Registrar, or the Note
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee and the
Insurer such security or indemnity as may be required by it to hold the Issuer,
the Indenture Trustee and the Insurer harmless, then, in the absence of notice
to the Issuer, the Note Registrar or the Indenture Trustee that such Note has
been acquired by a bona fide purchaser, and provided that the requirements of
Section 8-405 of the UCC are met, the Issuer shall execute and upon its request
the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note (such
requirement shall not be deemed to create a duty in the Indenture Trustee to
monitor the compliance by the Issuer with Section 8-405); provided, however,
that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall
have become or within seven days shall be due and payable, or shall have been
called for redemption, the Issuer may, instead of issuing a replacement Note,
direct the Indenture Trustee, in writing, to pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer,
the Indenture Trustee and the Insurer shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.

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

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



                                       5
<PAGE>


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

                  SECTION 2.5. Persons Deemed Owners. Prior to due presentment
for registration of transfer of any Note, the Issuer, the Indenture Trustee and
the Insurer and any agent of the Issuer, the Indenture Trustee and the Insurer
may treat the Person in whose name any Note is registered (as of the Record
Date) as the owner of such Note for the purpose of receiving payments of
principal of and interest, if any on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuer, the
Insurer, the Indenture Trustee nor any agent of the Issuer, the Insurer or the
Indenture Trustee shall be affected by notice to the contrary.

                  SECTION 2.6. Payment of Principal and Interest; Defaulted
Interest.

                  (a) The Notes shall accrue interest as provided herein, and
such amount shall be payable on each Payment Date as specified herein. Any
installment of interest or principal, if any, payable on any Note which is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.11, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final installment of principal payable with respect to such Note on a Payment
Date or on the Final Scheduled Payment Date (and except for the Redemption Price
for any Note called for redemption pursuant to Section 10.1) which shall be
payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3.

                  (b) Upon written notice from the Issuer, the Indenture Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Payment Date on which the Issuer
expects that the final installment of principal of and interest on such Note
will be paid. Such notice shall be mailed or transmitted by facsimile prior to
such final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2.

                  (c) If the Issuer defaults in a payment of interest on the
Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Note Rate to the extent lawful.
The Issuer may pay such defaulted interest to the Persons who are Noteholders on
a subsequent special record date, which date shall be at least five Business
Days prior to the payment date. The Issuer shall fix or cause to be fixed any
such special record date and payment date, and, at least 15 days before any such
special record date, the Issuer shall mail to each Noteholder and the Indenture
Trustee a notice that states the special record date, the payment date and the
amount of defaulted interest to be paid.



                                       6
<PAGE>


                  (d) Promptly following the date on which all principal of and
interest on the Notes has been paid in full and the Notes have been surrendered
to the Indenture Trustee, the Indenture Trustee shall, upon written notice from
the Servicer of the amounts, if any, that the Insurer has paid in respect of the
Notes under the Policy or otherwise which has not been reimbursed to it, deliver
such surrendered Notes to the Insurer to the extent not previously cancelled or
destroyed.

                  SECTION 2.7. Cancellation. Subject to Section 2.6(d), all
Notes surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly canceled by the
Indenture Trustee. Subject to Section 2.6(d), the Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section, except as expressly permitted by this Indenture.
Subject to Section 2.6(d), all canceled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it; provided that such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.

                  SECTION 2.8. Release of Collateral. The Indenture Trustee
shall, on or after the Termination Date, release any remaining portion of the
Trust Property from the lien created by this Indenture and deposit in the
Collection Account any funds then on deposit in any other Account. The Indenture
Trustee shall release property from the lien created by this Indenture pursuant
to this Section 2.8 only upon receipt of an Issuer Request by it accompanied by
an Officer's Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.1.

                  SECTION 2.9. Book-Entry Notes. The Notes, upon original
issuance, will be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to The Depository Trust Company or its
custodian, the initial Clearing Agency, by, or on behalf of, the Issuer. Such
Notes shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Note Owner will receive
a Definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.11. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to Note Owners pursuant to Section
2.11:

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

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



                                       7
<PAGE>


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

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

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

                      (vi) Note Owners may receive copies of any reports sent to
               Noteholders pursuant to this Indenture, upon written request,
               together with a certification that they are Note Owners and
               payment of reproduction and postage expenses associated with the
               distribution of such reports, from the Indenture Trustee at the
               Corporate Trust Office.

                  SECTION 2.10. Notices to Clearing Agency. Whenever a notice or
other communication to the Noteholders is required under this Indenture, unless
and until Definitive Notes shall have been issued to Note Owners pursuant to
Section 2.11, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency, and shall have no obligation to the Note Owners.

                  SECTION 2.11. Definitive Notes. If (i) the Servicer advises
the Indenture Trustee in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities with respect to the Notes,
and the Servicer is unable to locate a qualified successor, (ii) the Servicer at
its option advises the Indenture Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency or (iii) after the occurrence
of a Rapid Amortization Event, Note Owners representing beneficial interests
aggregating at least a majority of the Outstanding Amount of the Notes advise
the Indenture Trustee through the Clearing Agency in writing that the
continuation of a book entry system through the Clearing Agency is no longer in
the best interests of the Note Owners, then the Clearing Agency shall notify all
Note Owners and the Indenture Trustee of the occurrence of any such event and of
the availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Note or Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be



                                       8
<PAGE>


protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Noteholders.

                                  ARTICLE III

                                    Covenants

                  SECTION 3.1. Payment of Principal and Interest. The Issuer
will duly and punctually pay the principal of and interest on the Notes in
accordance with the terms of the Notes and this Indenture. The Notes shall be
debt obligations of the Trust and shall be limited in right of payment to
amounts available from the Trust as provided in this Indenture and the Trust
shall not otherwise be liable for payments on the Notes. No person shall be
personally liable for any amounts payable under the Notes. Amounts properly
withheld under the Code by any Person from a payment to any Noteholder of
interest and/or principal shall be considered as having been paid by the Issuer
to such Noteholder for all purposes of this Indenture.

                  SECTION 3.2. Maintenance of Office or Agency. The Issuer will
maintain in Chicago, Illinois, an office or agency where Notes may be
surrendered for registration, transfer or exchange of the Notes, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer will give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.

                  SECTION 3.3. Money for Payments to be Held in Trust. The
Issuer will cause each Note Paying Agent other than the Indenture Trustee to
execute and deliver to the Indenture Trustee and the Insurer an instrument in
which such Note Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Note Paying Agent, it hereby so agrees), subject to
the provisions of this Section, that such Note Paying Agent will:

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

                      (ii) give the Indenture Trustee written notice of any
               default by the Issuer (or any other obligor upon the Notes) of
               which it has actual knowledge in the making of any payment
               required to be made with respect to the Notes;

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



                                       9
<PAGE>


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

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

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

                  Subject to applicable laws with respect to the escheat of
funds, any money held by the Indenture Trustee or any Note Paying Agent in trust
for the payment of any amount due with respect to any Note and remaining
unclaimed for two years after such amount has become due and payable shall be
discharged from such trust and be paid to the Issuer on Issuer Request, and
shall be deposited by the Indenture Trustee in the Collection Account; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Issuer for payment thereof (but only to the extent of the amounts so
paid to the Issuer), and all liability of the Indenture Trustee or such Note
Paying Agent with respect to such trust money shall thereupon cease.

                  SECTION 3.4. Existence. The Issuer will keep in full effect
its existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States of
America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Trust Property, the Notes, and each other
instrument or agreement included in the Trust Property.

                  SECTION 3.5. Protection of Trust Property. The Issuer intends
the security interest granted pursuant to this Indenture in favor of the Issuer
Secured Parties to be prior to all other liens in respect of the Trust Property,
and the Issuer shall take all actions necessary to obtain and maintain, in favor
of the Indenture Trustee, for the benefit of the Issuer Secured Parties, a first
lien on and a first priority, perfected security interest in the Trust Property.
The Issuer will from time to time prepare (or shall cause to be prepared),
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:



                                       10
<PAGE>


                      (i) Grant more effectively all or any portion of the Trust
               Property;

                      (ii) maintain or preserve the lien and security interest
               (and the priority thereof) in favor of the Indenture Trustee for
               the benefit of the Issuer Secured Parties created by this
               Indenture or carry out more effectively the purposes hereof;

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

                      (iv) enforce any of the Collateral;

                      (v) preserve and defend title to the Trust Property and
               the rights of the Indenture Trustee in such Trust Property
               against the claims of all persons and parties; and

                      (vi) pay all taxes or assessments levied or assessed upon
               the Trust Property when due.

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required by the Indenture Trustee pursuant to this Section;
provided that, such designation shall not be deemed to create a duty in the
Indenture Trustee or the Indenture Trustee to monitor the compliance of the
Issuer with respect to its duties under this Section 3.5 or the adequacy of any
financing statement, continuation statement or other instrument prepared by the
Issuer.

                  SECTION 3.6. Opinions as to Trust Property.

               (a) On the Closing Date, the Issuer shall furnish to the
Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the
opinion of such counsel, such actions have been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the first priority lien and security interest in
favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties,
created by this Indenture.

               (b) Within 90 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than six months after the
Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer,
an Opinion of Counsel either stating that, in the opinion of such counsel, such
actions have been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as are necessary to maintain
the lien and security interest created by this Indenture and reciting the
details of such action or stating that in the opinion of such counsel, no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture.



                                       11
<PAGE>


                  SECTION 3.7. Performance of Obligations; Servicing of Mortgage
Loans.

               (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Trust Property or that would result in
the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement,
except as ordered by any bankruptcy or other court or as expressly provided in
this Indenture, the Basic Documents or such other instrument or agreement.

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

               (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Property, including, but
not limited, to preparing (or causing to be prepared) and filing (or causing to
be filed) all UCC financing statements and continuation statements required to
be filed by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Basic Document or any provision
thereof without the consent of the Indenture Trustee, the Insurer or the Holders
of at least a majority of the Outstanding Amount of the Notes.

               (d) If a Responsible Officer of the Owner Trustee shall have
actual knowledge of the occurrence of an Event of Servicing Termination under
the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture
Trustee, the Insurer and the Rating Agencies thereof in accordance with Section
11.4, and shall specify in such notice the action, if any, the Issuer is taking
in respect of such default. If an Event of Servicing Termination shall arise
from the failure of the Servicer to perform any of its duties or obligations
under the Sale and Servicing Agreement with respect to the Mortgage Loans, the
Issuer shall take all reasonable steps available to it to remedy such failure.

               (e) The Issuer agrees that it will not waive timely performance
or observance by the Servicer or the Sponsor of their respective duties under
the Basic Documents (x) without the prior consent of the Insurer or (y) if the
effect thereof would adversely affect the Holders of the Notes.

                  SECTION 3.8. Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

                      (i) except as expressly permitted by this Indenture or the
               Basic Documents, sell, transfer, exchange or otherwise dispose of
               any of the properties or assets of the Issuer, including those
               included in the Trust Property, without the consent of the


                                       12
<PAGE>


               Insurer (which consent may not be unreasonably withheld;
               provided, that if an Insurer Default has occurred and is
               continuing, the Noteholders representing 66-2/3% of the
               Outstanding Amount may direct the Indenture Trustee to sell or
               dispose of the Trust Property if the Indenture Trustee receives
               the Liquidation Price, as described in Section 12.1.

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

                      (iii) (A) permit the validity or effectiveness of this
               Indenture to be impaired, or permit the lien in favor of the
               Indenture Trustee created by this Indenture to be amended,
               hypothecated, subordinated, terminated or discharged, or permit
               any Person to be released from any covenants or obligations with
               respect to the Notes under this Indenture except as may be
               expressly permitted hereby, (B) permit any lien, charge, excise,
               claim, security interest, mortgage or other encumbrance (other
               than the lien of this Indenture) to be created on or extend to or
               otherwise arise upon or burden the Trust Property or any part
               thereof or any interest therein or the proceeds thereof (other
               than tax liens, mechanics' liens and other liens that arise by
               operation of law, in each case on a Mortgaged Property and
               arising solely as a result of an action or omission of the
               related Obligor), (C) permit the lien of this Indenture not to
               constitute a valid first priority (other than with respect to any
               such tax, mechanics' or other lien) security interest in the
               Trust Property or (D) amend, modify or fail to comply with the
               provisions of the Basic Documents without the prior written
               consent of the Insurer, which consent may not be unreasonably
               withheld.

                  SECTION 3.9. Annual Statement as to Compliance. The Issuer
will deliver to the Indenture Trustee and the Insurer, within 90 days after the
end of each fiscal year of the Issuer (commencing with the fiscal year ended
December 31, 1999), and otherwise in compliance with the requirements of TIA
Section 314(a)(4) an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that

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

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

                  SECTION 3.10. Issuer May Not Consolidate or Transfer Assets.

               (a) The Issuer may not consolidate or merge with or into any
other Person.



                                       13
<PAGE>


               (b) Except as otherwise provided in the Sale and Servicing
Agreement, the Issuer shall not convey or transfer all or substantially all of
its properties or assets, including those included in the Trust Property, to any
Person.

                  SECTION 3.11. No Other Business. The Issuer shall not engage
in any business other than purchasing, owning, selling and managing the Mortgage
Loans and other assets in the manner contemplated by this Indenture and the
Basic Documents and activities incidental thereto.

                  SECTION 3.12. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes, (ii) obligations owing from time to time
to the Insurer under the Insurance Agreement and (iii) any other indebtedness
permitted by or arising under the Basic Documents, except that the Issuer shall
not incur any indebtedness that would cause it, or any portion thereof, to be
treated as a "taxable mortgage pool" under Section 7701 of the Code. The
proceeds of the Notes and the Certificates shall be used exclusively to fund the
Issuer's purchase of the Mortgage Loans and the other assets specified in the
Sale and Servicing Agreement, to fund the Pre-Funding Account and the Reserve
Fund and to pay the Issuer's organizational, transactional and start-up
expenses.

                  SECTION 3.13. Servicer's Obligations. The Issuer shall cause
the Servicer to comply with Sections 3.10 and 4.01 of the Sale and Servicing
Agreement and Section 8.5 herein.

                  SECTION 3.14. Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by the Sale and Servicing Agreement or this
Indenture, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

                  SECTION 3.15. Capital Expenditures. The Issuer shall not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personality).

                  SECTION 3.16. Compliance with Laws. The Issuer shall comply
with the requirements of all applicable laws, the non-compliance with which
would, individually or in the aggregate, materially and adversely affect the
ability of the Issuer to perform its obligations under the Notes, this Indenture
or any Basic Document.

                  SECTION 3.17. Restricted Payments. The Issuer shall not,
directly or indirectly, (i) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Owner Trustee or any owner of a beneficial interest
in the Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or security
or (iii) set aside or otherwise



                                       14
<PAGE>


segregate any amounts for any such purpose; provided, however, that the Issuer
may make, or cause to be made, distributions to the Servicer, the Owner Trustee,
the Indenture Trustee and the Certificateholders as permitted by, and to the
extent funds are available for such purpose under, the Sale and Servicing
Agreement, this Indenture, or Trust Agreement. The Issuer will not, directly or
indirectly, make payments to or distributions from the Collection Account except
in accordance with this Indenture and the Basic Documents.

                  SECTION 3.18. Notice of Rapid Amortization Events and Events
of Servicing Termination. Upon a Responsible Officer of the Owner Trustee having
actual knowledge thereof, the Issuer agrees to give the Indenture Trustee, the
Insurer and the Rating Agencies prompt written notice of each Rapid Amortization
Event hereunder or Event of Servicing Termination under the Sale and Servicing
Agreement.

                  SECTION 3.19. Further Instruments and Acts. Upon request of
the Indenture Trustee or the Insurer, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

                  SECTION 3.20. Amendments of Sale and Servicing Agreement and
Trust Agreement. The Issuer shall not agree to any amendment to Section 9.01 of
the Sale and Servicing Agreement or Section 11.1 of the Trust Agreement to
eliminate the requirements thereunder that the Indenture Trustee, the Insurer or
the Holders of the Notes consent to amendments thereto as provided therein.
SECTION 3.21. Income Tax Characterization. For purposes of federal income, state
and local income and franchise and any other income taxes, the Issuer and the
Noteholders will treat the Notes as indebtedness of the Sponsor and hereby
instructs the Indenture Trustee to treat the Notes as indebtedness of the
Sponsor for federal and state tax reporting purposes.

                                   ARTICLE IV

                           Satisfaction and Discharge

                  SECTION 4.1. Satisfaction and Discharge of Indenture. Upon
payment in full of the Notes, this Indenture shall cease to be of further effect
with respect to the Notes except as to (i) rights of registration of transfer
and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes,
(iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20 and
3.21, (v) the rights, obligations and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.7 and
the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights
of Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when

                  (A)      either



                                       15
<PAGE>


                  (1) all Notes theretofore authenticated and delivered (other
than (i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.4 and (ii) Notes for which payment
money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Trustee for
cancellation and the Policy has terminated and been returned to the Insurer for
cancellation and all amounts owing to the Insurer have been paid in full; or

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

                      (i) have become due and payable,

                      (ii) will become due and payable at their respective Final
               Scheduled Payment Dates within one year, or

                      (iii) are to be called for redemption within one year
               under arrangements satisfactory to the Indenture Trustee for the
               giving of notice of redemption by the Indenture Trustee in the
               name, and at the expense, of the Issuer, and in the case of (i),
               (ii) or (iii) above

                  (A) the Issuer, has irrevocably deposited or caused to be
irrevocably deposited with the Indenture Trustee cash or direct obligations of
or obligations guaranteed by the United States of America (which will mature
prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due on the
Final Scheduled Payment Date or Redemption Date (if Notes shall have been called
for redemption pursuant to Section 10.1), as the case may be;

                  (B) the Issuer has paid or caused to be paid all Insurer
Issuer Secured Obligations and all Indenture Trustee Issuer Secured Obligations;
and

                  (C) the Issuer has delivered to the Indenture Trustee and the
Insurer an Officer's Certificate, an Opinion of Counsel and if required by the
TIA, the Indenture Trustee or the Insurer an Independent Certificate from a firm
of certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and each stating that all conditions precedent herein provided
relating to the satisfaction and discharge of this Indenture have been complied
with.

                  SECTION 4.2. Application of Trust Money. All monies deposited
with the Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Note Paying Agent, as
the Indenture Trustee may determine, to the Holders of the particular Notes for
the payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest.



                                       16
<PAGE>


                  SECTION 4.3. Repayment of Monies Held by Note Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all monies then held by any Note Paying Agent other than the
Indenture Trustee under the provisions of this Indenture with respect to such
Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be
held and applied according to Section 3.3 and thereupon such Note Paying Agent
shall be released from all further liability with respect to such monies.

                                   ARTICLE V

                                    Remedies

                  SECTION 5.1. Remedies. If a Rapid Amortization Event, with
respect to a Class of Notes, as described in Article XII shall have occurred and
be continuing, the Rapid Amortization Period, with respect to such Class of
Notes shall immediately commence and the related Noteholders shall be entitled
on each Payment Date to an amount equal to the Class A-1 Maximum Principal
Payment or the Class A-2 Maximum Principal Payment, as applicable, payable
during such Rapid Amortization Period. The rights contained in this Article V
are in addition to any rights which the Noteholders possess pursuant to Article
XII.

                  SECTION 5.2. Limitation of Suits. No Holder of any Note shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

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

                      (ii) the Holders of not less than 25% of the Outstanding
               Amount of the related Notes have made written request to the
               Indenture Trustee to institute such proceeding with respect to
               the Notes in respect of such Rapid Amortization Event in its own
               name as Indenture Trustee hereunder;

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

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

                      (v) no direction inconsistent with such written request
               has been given to the Indenture Trustee during such 60-day period
               by the Holders of a majority of the Outstanding Amount of the
               related Notes; and

                      (vi) an Insurer Default shall have occurred and be
               continuing;

it being understood and intended that no Holders of Notes shall have
any right in any manner whatsoever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or



                                       17
<PAGE>

preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided.

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

                  SECTION 5.3. Unconditional Rights of Noteholders To Receive
Principal and Interest. Notwithstanding any other provisions in this Indenture,
the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the respective due dates thereof expressed in such Note or
in this Indenture (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

                  SECTION 5.4. Restoration of Rights and Remedies. If the
Controlling Party or any Noteholder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, then and in every such case the Issuer, the
Insurer, the Indenture Trustee and the Noteholders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee, the Insurer and the Noteholders shall continue as though no
such proceeding had been instituted.

                  SECTION 5.5. Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Controlling Party or to the
related Noteholders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 5.6. Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee, Controlling Party or any Holder of any Note
to exercise any right or remedy accruing upon any Rapid Amortization Period
shall impair any such right or remedy or constitute a waiver of any such Rapid
Amortization Period or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Indenture Trustee, the Insurer or to the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee, the Insurer or by the Noteholders, as the
case may be.

                  SECTION 5.7. Control by Noteholders. If the Indenture Trustee
is the Controlling Party, the Holders of a majority of the Outstanding Amount of
the related Notes, with the consent of the Insurer, shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee pursuant to Section 12.1 with respect to the
related Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that




                                       18
<PAGE>


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

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

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any related Noteholders not consenting
to such action.

                  SECTION 5.8. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by the Insurer, any Noteholder, or
group of Noteholders with the prior written consent of the Insurer (so long as
no Insurer Default has occurred), in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by
any Noteholder for the enforcement of the payment of principal of or interest on
any Note on or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

                  SECTION 5.9. Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                  SECTION 5.10. Action on Notes. The Indenture Trustee's right
to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee, the Insurer or the Noteholders
shall be impaired by the recovery of any judgment by the Indenture Trustee or
the Insurer against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Property or upon any of the assets of the
Issuer.

                  SECTION 5.11. Performance and Enforcement of Certain
Obligations.

                  (a) Promptly following a request from the Indenture Trustee
(at the direction of the Insurer) to do so and at the Servicer's expense, the
Issuer agrees to take all such lawful



                                       19
<PAGE>


action as the Indenture Trustee may request to compel or secure the performance
and observance by the Sponsor and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee, including the transmission of notices
of default on the part of the Sponsor or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Sponsor or the Servicer of each of their obligations
under the Sale and Servicing Agreement.

                  (b) If the Indenture Trustee is a Controlling Party and if a
Rapid Amortization Period has occurred and is continuing, the Indenture Trustee
may, and, at the written direction of the Holders of 66-2/3% of the Outstanding
Amount of the related Class of Notes shall, exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Sponsor or the Servicer
under or in connection with the Sale and Servicing Agreement, including the
right or power to take any action to compel or secure performance or observance
by the Sponsor or the Servicer of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, and any right of the
Issuer to take such action shall be suspended.

                  SECTION 5.12. Subrogation. The Indenture Trustee shall receive
as attorney-in-fact of each Noteholder any Insured Payment from the Insurer
pursuant to Policy. Any and all Insured Payments disbursed by the Indenture
Trustee from claims made under the Policy shall not be considered payment by the
Trust, and shall not discharge the obligations of the Trust with respect
thereto. The Insurer shall, to the extent it makes any payment with respect to
any Class of Notes, become subrogated to the rights of the recipient of such
payments to the extent of such payments. Subject to and conditioned upon any
payment with respect to any Class of Notes by or on behalf of the Insurer, the
Indenture Trustee shall assign to the Insurer all rights to the payment of
interest or principal with respect to such Class of Notes which are then due for
payment to the extent of all payments made by the Insurer. The Insurer may
exercise any option, vote, right, power or the like with respect to such Class
of Notes to the extent that it has made payment pursuant to the Policy.

                  SECTION 5.13. Preference Claims.

                  (a) In the event that the Indenture Trustee has received a
certified copy of an order of the appropriate court that any payment on a Note
has been avoided in whole or in part as a preference payment under applicable
bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply
with the provisions of the Policy to obtain payment by the Insurer of such
avoided payment, and shall, at the time it provides notice to the Insurer,
notify Holders of the related Notes by mail that, in the event that any
Noteholder's payment is so recoverable, such Noteholder will be entitled to
payment pursuant to the terms of the Policy. The Indenture Trustee shall furnish
to the Insurer at its written request, the requested records it holds in its
possession evidencing the payments of principal of and interest on Notes, if
any, which have been made by the Indenture Trustee and subsequently recovered
from Noteholders, and the dates on which such payments were made. Pursuant to
the terms of the Policy, the Insurer will make such payment on behalf of the
related Noteholder to the receiver, conservator, debtor-in-



                                       20
<PAGE>



possession or trustee in bankruptcy named in the Final Order (as defined in the
Policy) and not to the Indenture Trustee or any Noteholder directly.

                  (b) The Indenture Trustee shall promptly notify the Insurer of
any proceeding or the institution of any action (of which the Indenture Trustee
has actual knowledge) seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(a "Preference Claim") of any distribution made with respect to the Notes. Each
Holder, by its purchase of Notes, and the Indenture Trustee hereby agree that so
long as an Insurer Default shall not have occurred and be continuing, the
Insurer may at any time during the continuation of any proceeding relating to a
Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to any Preference Claim and (ii) the posting of any surety, supersedes
or performance bond pending any such appeal at the expense of the Insurer, but
subject to reimbursement as provided in the Insurance Agreement. In addition,
and without limitation of the foregoing, as set forth in Section 5.12, the
Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee
hereby delegate and assign, to the fullest extent permitted by law, the rights
of the Indenture Trustee and each Noteholder in the conduct of any proceeding
with respect to a Preference Claim, including, without limitation, all rights of
any party to an adversary proceeding action with respect to any court order
issued in connection with any such Preference Claim. All actions taken under
this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with
the terms of the Policy.

                                   ARTICLE VI

                              The Indenture Trustee

                  SECTION 6.1. Duties of Indenture Trustee.

                  (a) If a Rapid Amortization Event has occurred and is
continuing, the Indenture Trustee shall exercise the rights and powers vested in
it by this Indenture and the Basic Documents and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs; provided, however,
that if the Indenture Trustee is acting as Servicer, it shall use the same
degree of care and skill as is required of the Servicer under the Sale and
Servicing Agreement.

                  (b) Except during the continuance of a Rapid Amortization
Event

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

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



                                       21
<PAGE>



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

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

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

                      (iii) the Indenture Trustee shall not be liable with
               respect to any action it takes or omits to take in good faith in
               accordance with a direction received by it pursuant to Section
               5.12; and

                      (iv) the Indenture Trustee shall not be charged with
               knowledge of any failure by the Servicer to comply with the
               obligations of the Servicer referred to in clauses (i) and (ii)
               of Section 6.01 of the Sale and Servicing Agreement unless a
               Responsible Officer of the Indenture Trustee at the Corporate
               Trust Office obtains actual knowledge of such failure or
               occurrence or the Indenture Trustee receives written notice of
               such failure or occurrence from the Servicer, the Insurer or the
               Holders of Notes evidencing more than 50% of the Outstanding
               Amount.

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

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

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

                  (g) The Indenture Trustee shall, upon three Business Days'
prior written notice to the Indenture Trustee, permit any representative of the
Insurer, during the Indenture Trustee's normal business hours, to examine all
books of account, records, reports and other papers of the Indenture Trustee
relating to the Notes, to make copies and extracts therefrom and to discuss the
Indenture Trustee's affairs and actions, as such affairs and actions relate to
the Indenture Trustee's duties with respect to the Notes, with the Indenture
Trustee's officers and employees responsible for carrying out the Indenture
Trustee's duties with respect to the Notes.

                  (h) The Indenture Trustee shall, and hereby agrees that it
will, perform all of the obligations and duties required of it under the Sale
and Servicing Agreement.



                                       22
<PAGE>



                  (i) The Indenture Trustee shall, and hereby agrees that it
will, hold the Policy in trust, and will hold any proceeds of any claim on the
Policy in trust solely for the use and benefit of the Noteholders.

                  (j) In no event shall Bank One, National Association, in any
of its capacities hereunder, be deemed to have assumed any duties of the Owner
Trustee under the Delaware Business Trust Statute, common law, or the Trust
Agreement.

                  SECTION 6.2. Rights of Indenture Trustee.

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

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

                  (c) The Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee.

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

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

                  (f) The Indenture Trustee shall be under no obligation to
institute, conduct or defend any litigation under this Indenture or in relation
to this Indenture, at the request, order or direction of any of the Holders of
Notes or the Controlling Party, pursuant to the provisions of this Indenture,
unless such Holders of Notes or the Controlling Party shall have offered to the
Indenture Trustee reasonable security or indemnity against the costs, expenses
and liabilities that may be incurred therein or thereby; provided, however, that
the Indenture Trustee shall, upon the occurrence of a Rapid Amortization Event
or Event of Servicing Termination as defined in the Sale and Servicing Agreement
(that has not been cured or waived), exercise the rights and powers vested in it
by this Indenture or the Sale and Servicing Agreement with reasonable care and
skill.

                  (g) The Indenture 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



                                       23
<PAGE>

writing to do so by the Insurer or by the Holders of Notes evidencing not less
than 25% of the Outstanding Amount thereof; provided, however, that if the
payment within a reasonable time to the Indenture 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 Indenture Trustee, not reasonably assured to the
Indenture Trustee by the security afforded to it by the terms of this Indenture
or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity
reasonably satisfactory to it against such cost, expense or liability as a
condition to so proceeding; the reasonable expense of every such examination
shall be paid by the Person making such request, or, if paid by the Indenture
Trustee shall be reimbursed by the Person making such request upon demand.

                  (h) The Indenture Trustee shall not be accountable, shall have
no liability and makes no representation as to any acts or omissions hereunder
of the Servicer until such time as the Indenture Trustee may be required to act
as Servicer.

                  SECTION 6.3. Individual Rights of Indenture Trustee. The
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not Indenture Trustee. Any Note
Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Indenture Trustee must comply with Sections 6.11
and 6.12.

                  SECTION 6.4. Indenture Trustee's Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture, the Trust Property or the Notes, it
shall not be accountable for the Issuer's use of the proceeds from the Notes,
and it shall not be responsible for any statement of the Issuer in the Indenture
or in any document issued in connection with the sale of the Notes or in the
Notes other than the Indenture Trustee's certificate of authentication.

                  SECTION 6.5. Notice of Rapid Amortization Events and Events of
Servicing Termination. If a Rapid Amortization Period or an Event of Servicing
Termination occurs and is continuing and if it is either known by, or written
notice of the existence thereof has been delivered to, a Responsible Officer of
the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder of
such event within 90 days after such knowledge or notice occurs. Except in the
case of a default in payment of principal of or interest on any Note, the
Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

                  SECTION 6.6. Reports by Indenture Trustee to Holders. Upon
written request, the Note Paying Agent or the Servicer shall on behalf of the
Issuer deliver to each Noteholder such information as may be reasonably required
to enable such Holder to prepare its Federal and state income tax returns
required by law.

                  SECTION 6.7. Compensation and Indemnity.

                  (a) Pursuant to Section 8.6 and subject to Section 6.10
herein, the Issuer shall, or shall cause the Servicer to, pay to the Indenture
Trustee from time to time compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation



                                       24
<PAGE>


of a trustee of an express trust. The Issuer shall or shall cause the Servicer
to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Issuer shall or shall cause the
Servicer to indemnify the Indenture Trustee and its respective officers,
directors, employees and agents against any and all loss, liability or expense
(including attorneys' fees and expenses) incurred by each of them in connection
with the acceptance or the administration of this trust and the performance of
its duties hereunder. The Indenture Trustee shall notify the Issuer and the
Servicer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the
Issuer of its obligations hereunder or the Servicer of its obligations under
Article VIII of the Sale and Servicing Agreement. The Issuer shall or shall
cause the Servicer to defend the claim, the Indenture Trustee may have separate
counsel and the Issuer shall or shall cause the Servicer to pay the fees and
expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

                  (b) The Issuer's payment obligations to the Indenture Trustee
pursuant to this Section shall survive the discharge of this Indenture.
Notwithstanding anything else set forth in this Indenture or the Basic
Documents, the Indenture Trustee agrees that the obligations of the Issuer (but
not the Servicer) to the Indenture Trustee hereunder and under the Basic
Documents shall be recourse to the Trust Property only and specifically shall
not be recourse to the assets of the Issuer or any Securityholder. In addition,
the Indenture Trustee agrees that its recourse to the Issuer, the Trust
Property, the Sponsor and amounts held in the Reserve Fund shall be limited to
the right to receive the distributions referred to in Section 8.6 herein.

                  SECTION 6.8. Replacement of Indenture Trustee. The Indenture
Trustee may resign at any time by so notifying the Issuer and the Insurer by
written notice. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor Indenture Trustee (approved in writing by the
Insurer, so long as such approval is not unreasonably withheld) by written
instrument, in duplicate, one copy of such instrument shall be delivered to the
resigning Indenture Trustee (who shall deliver a copy to the Servicer) and one
copy to the successor Trustee; provided, however, that any such successor
Indenture Trustee shall be subject to the prior written approval of the
Servicer. The Issuer may and, at the request of the Insurer shall, remove the
Indenture Trustee, if:

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

                      (ii) a court having jurisdiction in the premises in
               respect of the Indenture Trustee in an involuntary case or
               proceeding under federal or state banking or bankruptcy laws, as
               now or hereafter constituted, or any other applicable federal or
               state bankruptcy, insolvency or other similar law, shall have
               entered a decree or order granting relief or appointing a
               receiver, liquidator, assignee, custodian, trustee, conservator,
               sequestrator (or similar official) for the Indenture Trustee or
               for any substantial part of the Indenture Trustee's property, or
               ordering the winding-up or liquidation of the Indenture Trustee's
               affairs;



                                       25
<PAGE>


                      (iii) an involuntary case under the federal bankruptcy
               laws, as now or hereafter in effect, or another present or future
               federal or state bankruptcy, insolvency or similar law is
               commenced with respect to the Indenture Trustee and such case is
               not dismissed within 60 days;

                      (iv) the Indenture Trustee commences a voluntary case
               under any federal or state banking or bankruptcy laws, as now or
               hereafter constituted, or any other applicable federal or state
               bankruptcy, insolvency or other similar law, or consents to the
               appointment of or taking possession by a receiver, liquidator,
               assignee, custodian, trustee, conservator, sequestrator (or other
               similar official) for the Indenture Trustee or for any
               substantial part of the Indenture Trustee's property, or makes
               any assignment for the benefit of creditors or fails generally to
               pay its debts as such debts become due or takes any corporate
               action in furtherance of any of the foregoing; or

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

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

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

                  If a successor Indenture Trustee does not take office within
30 days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Amount
of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee acceptable to the Insurer.

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

                  Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to any of the provisions
of this Section shall not become effective until acceptance of appointment by
the successor Indenture Trustee pursuant to Section 6.8 and payment of all fees
and expenses owed to the outgoing Indenture Trustee.

                  Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section, the Issuer's and the Servicer's indemnity obligations
under Section 6.7 shall continue for the benefit of the retiring Indenture
Trustee and the Servicer shall pay any amounts owing to the Indenture Trustee.



                                       26
<PAGE>


                  SECTION 6.9. Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee.

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

                  SECTION 6.10. Appointment of Co-Indenture Trustee or Separate
Indenture Trustee.

                  (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Trust may at the time be located, the Indenture Trustee
with the consent of the Insurer shall have the power and may execute and deliver
all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Noteholders, such title to the Trust, or any part hereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8 hereof.

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

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



                                       27
<PAGE>



                      (ii) no trustee hereunder shall be personally liable by
               reason of any act or omission of any other trustee hereunder,
               including acts or omissions of predecessor or successor trustees;
               and

                      (iii) the Indenture Trustee and the Servicer acting
               jointly may at any time accept the resignation of or remove any
               separate trustee or co-trustee except that following the
               occurrence of an Event of Servicing Termination, the Indenture
               Trustee acting alone may accept the resignation of or remove any
               separate trustee or co-trustee.

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

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

                  (e) The Servicer shall be responsible for the fees of any
co-trustee or separate trustee appointed hereunder.

                  SECTION 6.11. Eligibility; Disqualification. The Indenture
Trustee shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. The Indenture Trustee shall provide copies of such reports to the
Insurer upon request. The Indenture Trustee shall comply with TIA Section
310(b), including the optional provision permitted by the second sentence of TIA
Section 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

                  SECTION 6.12. Preferential Collection of Claims Against
Issuer. The Indenture Trustee shall comply with TIA Section 3.11(a), excluding
any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated.



                                       28
<PAGE>



                  SECTION 6.13. Appointment and Powers. Subject to the terms and
conditions hereof, each of the Issuer Secured Parties hereby appoints Bank One,
National Association as the Indenture Trustee with respect to the Collateral,
and Bank One, National Association hereby accepts such appointment and agrees to
act as Indenture Trustee with respect to the Trust Property for the Issuer
Secured Parties, to maintain custody and possession of such Trust Property
(except as otherwise provided hereunder) and to perform the other duties of the
Indenture Trustee in accordance with the provisions of this Indenture and the
other Basic Documents. Each Issuer Secured Party hereby authorizes the Indenture
Trustee to take such action on its behalf, and to exercise such rights,
remedies, powers and privileges hereunder, as the Controlling Party may direct
and as are specifically authorized to be exercised by the Indenture Trustee by
the terms hereof, together with such actions, rights, remedies, powers and
privileges as are reasonably incidental thereto. The Indenture Trustee shall act
upon and in compliance with the written instructions of the Controlling Party
delivered pursuant to this Indenture promptly following receipt of such written
instructions; provided that the Indenture Trustee shall not act in accordance
with any instructions (i) which are not authorized by, or in violation of the
provisions of, this Indenture or (ii) for which the Indenture Trustee has not
received reasonable indemnity. Receipt of such instructions shall not be a
condition to the exercise by the Indenture Trustee of its express duties
hereunder, except where this Indenture provides that the Indenture Trustee is
permitted to act only following and in accordance with such instructions.

                  SECTION 6.14. Performance of Duties. The Indenture Trustee
shall have no duties or responsibilities except those expressly set forth in
this Indenture and the other Basic Documents to which the Indenture Trustee is a
party or as directed by the Controlling Party in accordance with this Indenture.
The Indenture Trustee shall not be required to take any discretionary actions
hereunder except at the written direction and with the indemnification of the
Controlling Party. The Indenture Trustee shall, and hereby agrees that it will,
perform all of the duties and obligations required of it under the Sale and
Servicing Agreement.

                  SECTION 6.15. Limitation on Liability. Neither the Indenture
Trustee nor any of its directors, officers, employees and agents shall be liable
for any action taken or omitted to be taken by it or them hereunder, or in
connection herewith, except that the Indenture Trustee shall be liable for its
negligence, bad faith or willful misconduct; nor shall the Indenture Trustee be
responsible for the validity, effectiveness, value, sufficiency or
enforceability against the Issuer of this Indenture or any of the Trust Property
(or any part thereof).

                  SECTION 6.16. Reliance Upon Documents. In the absence of
negligence, bad faith or willful misconduct on its part, the Indenture Trustee
shall be entitled to rely on any communication, instrument, paper or other
document reasonably believed by it to be genuine and correct and to have been
signed or sent by the proper Person or Persons and shall have no liability in
acting, or omitting to act, where such action or omission to act is in
reasonable reliance upon any statement or opinion contained in any such document
or instrument.

                  SECTION 6.17. Representations and Warranties of the Indenture
Trustee. The Indenture Trustee represents and warrants to the Issuer and to each
Issuer Secured Party as follows:



                                       29
<PAGE>

                  (a) Due Organization. The Indenture Trustee is a national
banking association, duly organized, validly existing and in good standing under
the laws of the United States and is duly authorized and licensed under
applicable law to conduct its business as presently conducted.

                  (b) Corporate Power. The Indenture Trustee has all requisite
right, power and authority to execute and deliver this Indenture and to perform
all of its duties as the Indenture Trustee hereunder.

                  (c) Due Authorization. The execution and delivery by the
Indenture Trustee of this Indenture and the other Basic Documents to which it is
a party, and the performance by the Indenture Trustee of its duties hereunder
and thereunder, have been duly authorized by all necessary corporate
proceedings, are required for the valid execution and delivery by the Indenture
Trustee, or the performance by the Indenture Trustee, of this Indenture and such
other Basic Documents.

                  (d) Valid and Binding Indenture. The Indenture Trustee has
duly executed and delivered this Indenture and each other Basic Document to
which it is a party, and each of this Indenture and each such other Basic
Document constitutes the legal, valid and binding obligation of the Indenture
Trustee, enforceable against the Indenture Trustee in accordance with its terms,
except as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization and similar laws relating to or affecting the enforcement of
creditors' rights generally and (ii) the availability of equitable remedies may
be limited by equitable principles of general applicability.

                  SECTION 6.18. Waiver of Setoffs. The Indenture Trustee hereby
expressly waives any and all rights of setoff that the Indenture Trustee may
otherwise at any time have under applicable law with respect to any Account and
agrees that amounts in the Accounts shall at all times be held and applied
solely in accordance with the provisions hereof.

                  SECTION 6.19. Control by the Controlling Party. The Indenture
Trustee shall comply with notices and instructions given by the Issuer only if
accompanied by the written consent of the Controlling Party.

                  SECTION 6.20. Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Indenture Trustee without the possession of any
of the Notes or the production thereof in any proceeding relating thereto, and
such proceeding instituted by the Indenture Trustee shall be brought in its own
name or in its capacity as Indenture Trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursement and advances of the Indenture Trustee, its agents and counsel, be
for the ratable benefit of the Noteholders in respect of which such judgment has
been recovered.

                  SECTION 6.21. Suits for Enforcement. In case an Event of
Servicing Termination or other default by the Servicer or the Sponsor hereunder
shall occur and be continuing, the Indenture Trustee, if the Controlling Party
(and if not the Controlling Party, with the consent of the Insurer), may proceed
to protect and enforce its rights and the rights of the



                                       30
<PAGE>

Noteholders under this Indenture by a suit, action or proceeding in equity or at
law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Indenture or in aid of the execution of any power
granted in this Indenture or for the enforcement of any other legal, equitable
or other remedy, as the Indenture Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Indenture Trustee
and the Noteholders.

                  SECTION 6.22. Mortgagor Claims. In connection with any offset
defenses, or affirmative claim for recovery, asserted in legal actions brought
by Mortgagors under one or more Mortgage Loans based upon provisions therein or
upon other rights or remedies arising from any requirements of law applicable to
the Mortgage Loans:

                  (a) The Indenture Trustee is the holder of the Mortgage Loans
only as trustee on behalf of the holders of the Notes, and not as a principal or
in any individual or personal capacity.

                  (b) The Indenture Trustee shall not be personally liable for,
or obligated to pay Mortgagors, any affirmative claims asserted thereby, or
responsible to holders of the Notes for any offset defense amounts applied
against Mortgage Loan payments, pursuant to such legal actions.

                  (c) The Indenture Trustee will pay, solely from available
Trust money, affirmative claims for recovery by Mortgagors only pursuant to
final judicial orders or judgments, or judicially-approved settlement
agreements, resulting from such legal actions.

                  (d) The Indenture Trustee will comply with judicial orders and
judgments which require its actions or cooperation in connection with
Mortgagors' legal actions to recover affirmative claims against holders of the
Notes.

                  (e) The Indenture Trustee will cooperate with and assist the
Servicer, the Sponsor, or holders of the Notes in their defense of legal actions
by Mortgagors to recover affirmative claims if such cooperation and assistance
is not contrary to the interests of the Indenture Trustee as a party to such
legal actions and if the Indenture Trustee is satisfactorily indemnified for all
liability, costs and expenses arising therefrom.

                  (f) The Issuer hereby agrees to indemnify, hold harmless and
defend the Indenture Trustee from and against any and all liability, loss, costs
and expenses of the Indenture Trustee resulting from any affirmative claims for
recovery asserted or collected by Mortgagors under the Mortgage Loans.

                                  ARTICLE VII

                         Noteholders' Lists and Reports

                  SECTION 7.1. Issuer To Furnish To Indenture Trustee Names and
Addresses of Noteholders. The Issuer will furnish or cause to be furnished to
the Indenture Trustee (a) not more than five days after the earlier of (i) each
Record Date and (ii) three months after the last



                                       31
<PAGE>

Record Date, a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Holders as of such Record Date, (b)
at such other times as the Indenture Trustee may request in writing, within 30
days after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished. The Indenture Trustee
or, if the Indenture Trustee is not the Note Registrar, the Issuer shall furnish
to the Insurer or the Issuer in writing upon their written request and at such
other times as the Insurer or the Issuer may request a copy of the list.

                  SECTION 7.2. Preservation of Information; Communications to
Noteholders.

                  (a) The Indenture Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of the Holders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Holders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished.

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

                  (c) The Issuer, the Indenture Trustee and the Note Registrar
shall have the protection of TIA Section 312(c).

                  SECTION 7.3. Reports by Issuer.

                  (a) The Issuer shall:

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

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

                      (iii) supply to the Indenture Trustee (and the Indenture
                Trustee shall transmit by mail to all Noteholders described in
                TIA Section 313(c)) such summaries of any information, documents
                and reports required to be filed by the Issuer pursuant to
                clauses (i) and (ii) of this Section 7.3(a) as may be required
                by rules and regulations prescribed from time to time by the
                Commission.



                                       32
<PAGE>


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

                  SECTION 7.4. Reports by Indenture Trustee. If required by TIA
Section 313(a), within 60 days after each December 31, beginning with December
31, 1999, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE VIII

         Payments and Statements to Noteholders and Certificateholders;
                      Accounts, Disbursements and Releases

                  SECTION 8.1. Collection of Money. Except as otherwise
expressly provided herein, the Indenture Trustee may demand payment or delivery
of, and shall receive and collect, directly and without intervention or
assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this
Indenture and the Sale and Servicing Agreement. The Indenture Trustee shall
apply all such money received by it as provided in this Indenture and the Sale
and Servicing Agreement. Except as otherwise expressly provided in this
Indenture or in the Sale and Servicing Agreement, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Trust Property, the Indenture Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.

                  SECTION 8.2. Release of Trust Property.

                  (a) Subject to Section 8.10 and the payment of its fees and
expenses pursuant to Section 6.7, the Indenture Trustee may, and when required
by the Issuer and the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture or
the Sale and Servicing Agreement. No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article VIII shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.

                  (b) The Indenture Trustee shall, at such time as there are no
Notes outstanding and all sums due the Indenture Trustee pursuant to Section 6.7
and to the Insurer pursuant to the Insurance Agreement have been paid, release
any remaining portion of the Trust Property that secured the Notes from the lien
of this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Accounts. The Indenture Trustee shall release



                                       33
<PAGE>


property from the lien of this Indenture pursuant to this Section 8.2(b) only
upon receipt of an Issuer Request accompanied by an Officer's Certificate, an
Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.1.

                  SECTION 8.3. Establishment of Accounts. The Sponsor shall
cause to be established, and the Indenture Trustee shall maintain, at the
Corporate Trust Office of the Indenture Trustee, a Collection Account, a
Pre-Funding Account and a Reserve Fund to be held by the Indenture Trustee in
the name of the Trust for the benefit of the Noteholders and the Insurer, as
their interests may appear. Each account shall be an Eligible Account. In
addition, the Sponsor shall be permitted to withdraw amounts from the Collection
Account from time to time as described in Section 3.03 of the Sale and Servicing
Agreement.

                  SECTION 8.4. The Policy.

                  (a) On each Determination Date the Indenture Trustee shall
determine from the related Servicing Certificate with respect to the immediately
following Payment Date, the Class A-1 Deficiency Amount and the Class A-2
Deficiency Amount, if any.

                  (b) If the Indenture Trustee determines pursuant to paragraph
(a) above that a Class A-1 Deficiency Amount would exist, the Indenture Trustee
shall complete a Notice in the form of Exhibit A to the Policy and submit such
notice to the Insurer no later than 12:00 noon New York City time on the third
Business Day preceding such Payment Date as a claim for a payment in an amount
equal to the Class A-1 Deficiency Amount.

                  (c) If the Indenture Trustee determines pursuant to paragraph
(a) above that a Class A-2 Deficiency Amount would exist, the Indenture Trustee
shall complete a Notice in the form of Exhibit A to the Policy and submit such
notice to the Insurer no later than 12:00 noon New York City time on the third
Business Day preceding such Payment Date as a claim for a payment in an amount
equal to the Class A-2 Deficiency Amount.

                  (d) [Intentionally Omitted].

                  (e) Upon receipt of payments made pursuant to the Policy from
the Insurer on behalf of the related Noteholders, the Indenture Trustee shall
deposit such payments in the Collection Account and shall distribute such
payments, or the proceeds thereof, in accordance with Section 8.6(d) hereof to
the related Noteholders.

                  (f) The Indenture Trustee shall (i) receive payments made
pursuant to the Policy as attorney-in-fact of each related Noteholder receiving
any Insured Payment from the Insurer and (ii) disburse such Insured Payment to
the related Noteholders as set forth in Section 8.6(d) hereof. The Insurer shall
be entitled to receive the related Reimbursement Amount pursuant to Section
8.6(d)(vi) hereof with respect to each Insured Payment made by the Insurer. The
Indenture Trustee hereby agrees on behalf of each Noteholder and the Trust for
the benefit of the Insurer that it recognizes that to the extent the Insurer
makes payments made pursuant to the Policy, either directly or indirectly (as by
paying through the Indenture Trustee), to the related Noteholders, the Insurer
will be subrogated to the related Noteholders and will be entitled to receive
such related Reimbursement Amount.



                                       34
<PAGE>


                  SECTION 8.5. Reserve Fund.

                  (a) On each Payment Date the Indenture Trustee shall deposit
to the Reserve Fund the amounts, if any, described in Section 8.6(d)(ix) hereof.

                  (b)(i) If, on any Payment Date, and after taking into account
the application of the Pool I Available Funds plus any Crossover Amount payable
from Pool II (but not the proceeds of any Insured Payment) to the items listed
in clauses (i) through (vii) of Section 8.6(d) hereof with respect to Pool I on
such Payment Date (x) the full amount of the Class A-1 Interest Payment Amount
(excluding any Relief Act Shortfalls) has not been paid (y) a Pool I
Overcollateralization Deficit would result (such deficiency the "Pool I
Deficiency Amount") and/or (z) a Class A-1 Reimbursement Amount exists, the
Indenture Trustee shall withdraw from the Reserve Fund and deposit in the
Collection Account an amount with respect to the Class A-1 Notes equal to the
lesser of (x) the product of (a) the amount then on deposit in the Reserve Fund
and (b) a fraction, the numerator of which is the Pool I Deficiency Amount and
the denominator of which is the sum of (i) the Pool I Deficiency Amount and (ii)
the Pool II Deficiency Amount and (y) the Pool I Deficiency Amount.

                      (ii) If, on any Payment Date, and after taking into
account, the application of the Pool II Available Funds plus any Crossover
Amount payable from Pool I (but not the proceeds of any Insured Payment) to the
items listed in clauses (i) through (vii) of Section 8.6(d) hereof with respect
to Pool II on such Payment Date (x) the full amount of the Class A-2 Interest
Payment Amount (excluding any Relief Act Shortfalls) has not been paid, (y) a
Pool II Overcollateralization Deficit would result (such deficiency, the "Pool
II Deficiency Amount"), and/or (z) a Class A-2 Reimbursement Amount exists, the
Indenture Trustee shall withdraw from the Reserve Fund and deposit in the
Collection Account an amount with respect to the Class A-2 Notes equal to the
lesser of (x) the product of (a) the amount then on deposit in the Reserve Fund
and (b) a fraction, the numerator of which is the Pool II Deficiency Amount and
the denominator of which is the sum of (i) the Pool II Deficiency Amount and
(ii) the Pool I Deficiency Amount and (y) the Pool II Deficiency Amount.

                  (c)(i) If, on any Payment Date, (A) the sum of (i) the Pool I
Overcollateralization Amount plus (ii) the Pool II Overcollateralization Amount
after taking into account all distributions on such Payment Date other than any
distribution of any Reserve Reduction Amounts exceeds (B) the sum of (i) the
Pool I Specified Overcollateralization Amount plus (ii) the Pool II Specified
Overcollateralization Amount for such Payment Date (such excess being "Reserve
Reduction Amount"), the Reserve Reduction Amount shall be released from the
Reserve Account and distributed to the Certificateholders.

                  SECTION 8.6. Priority of Distributions.

                  (a) The Indenture Trustee shall deposit to the Collection
Account, with respect to Pool I, without duplication, upon receipt, (i) any
payments related to the Class A-1 Notes made pursuant to the Note Policy and
(ii) the proceeds of any liquidation of the assets of the Trust, (iii) Interest
Collections and Principal Collections remitted by the Servicer, together with
any Substitution Amounts, and any Loan Purchase Price amounts received by the
Indenture Trustee relating to such Pool, (iv) on the Payment Date occurring in
January 2000, the


                                       35
<PAGE>


Capitalized Interest Requirement to be transferred pursuant to Section 8.9(e)
hereof relating to Pool I, (v) the portion of the amount, if any, to be
transferred on such Payment Date from the Pre-Funding Account, pursuant to
Section 8.9(f) hereof and (vi) the amount, if any, to be transferred on such
Payment Date from the Reserve Fund pursuant to Section 8.5(b)(i) hereof.

                  (b) The Indenture Trustee shall deposit to the Collection
Account, with respect to Pool II, without duplication, upon receipt, (i) any
payments related to the Class A-2 Notes made pursuant to the Note Policy and
(ii) the proceeds of any liquidation of the assets of the Trust, (iii) Interest
Collections and Principal Collections remitted by the Servicer, together with
any Substitution Amounts, and any Loan Purchase Price Amounts received by the
Indenture Trustee relating to such Pool, (iv) on the Payment Date occurring in
January 2000, the Capitalized Interest Requirement to be transferred pursuant to
Section 8.9(e) hereof relating to Pool II, (v) the portion of the amount, if
any, to be transferred on such Payment Date from the Pre-Funding Account,
pursuant to Section 8.9(f) hereof and (vi) the amount, if any, to be transferred
on such Payment Date from the Reserve Fund pursuant to Section 8.5(b)(ii)
hereof.

                  (c) [Intentionally Omitted].

                  (d) With respect to the Collection Account, on each Payment
Date, the Indenture Trustee shall make the following allocations, disbursements
and transfers in the following order of priority, and each such allocation,
transfer and disbursement shall be treated as having occurred only after all
preceding allocations, transfers and disbursements have occurred:

                      (i) to the Indenture Trustee, the Indenture Trustee's Fee
               then due on account of each Class of Notes;

                      (ii) from amounts then on deposit in the Collection
               Account, (x) from amounts on deposit therein with respect to Pool
               I, the Premium Amounts with respect to the Class A-1 Notes to the
               Insurer for such Payment Date and (y) from amounts then on
               deposit therein with respect to Pool II, the Premium Amounts with
               respect to the Class A-2 Notes to the Insurer for such Payment
               Date;

                      (iii) (x) from amounts then on deposit therein with
               respect to Pool I, to the Class A-1 Noteholders, the Class A-1
               Interest Payment Amount for such Payment Date and (y) from
               amounts then on deposit therein with respect to Pool II, to the
               Class A-2 Noteholders, the Class A-2 Interest Payment Amount for
               such Payment Date;

                      (iv) (x) from amounts then on deposit therein with respect
               to Pool I, to the Class A-1 Noteholders as a distribution of
               principal, the Class A-1 Principal Payment Amount for such
               Payment Date and (y) from amounts then on deposit therein with
               respect to the Pool II, to the Class A-2 Noteholders, as a
               distribution of principal, the Class A-2 Principal Payment Amount
               for such Payment Date;

                      (v) (x) from amounts then on deposit therein with respect
               to Pool I, to the Class A-1 Noteholders, as a distribution of
               principal, the Pool I Overcollateralization Deficit for such
               Payment Date and (y) from amounts then on deposit therein with
               respect



                                       36
<PAGE>

               to Pool II, to the Class A-2 Noteholders, as a distribution of
               principal, the Pool II Overcollateralization Deficit for such
               Payment Date;

                      (vi) (x) from amounts then on deposit therein with respect
               to Pool I, to the Insurer, the Class A-1 Reimbursement Amount, if
               any, then due to it and (y) from amounts then on deposit therein
               with respect to Pool II, to the Insurer, the Class A-2
               Reimbursement Amount, if any, then due to it;

                      (vii) any portion of the Available Funds with respect to a
               Pool remaining after the application described in items (i)
               through (vi) above on a Payment Date shall be used to fund any
               deficiency in items (iii), (v) and (vi) above with respect to the
               other Pool on such Payment Date (such amount which is available
               to be allocated with respect to the other Pool on such Payment
               Date is a "Crossover Amount" for the related Pool);

                      (viii) (x) from amounts then on deposit therein with
               respect to Pool I, the Excess Cashflow with respect to the Class
               A-1 Notes shall be applied to the extent necessary to fund the
               full amount of the Accelerated Principal Payment with respect to
               the Class A-1 Notes and (y) from amounts then on deposit therein
               with respect to Pool II, the Excess Cashflow with respect to the
               Class A-2 Notes shall be applied to the extent necessary to fund
               the full amount of the Accelerated Principal Payment with respect
               to the Class A-2 Notes;

                      (ix) to the Reserve Fund for application pursuant to this
               Indenture, to the extent that the sum of (a) the Pool I
               Overcollateralization Amount plus (b) the Pool II
               Overcollateralization Amount (after taking into account the
               reductions in the Note Principal Balance with respect to each
               Class of Notes on such Payment Date due to the application of the
               amounts described in clauses (iv), (v), (vii) and (viii) above)
               is less than the sum of (a) the Pool I Specified
               Overcollateralization Amount and (b) the Pool II Specified
               Overcollateralization Amount as of such Payment Date;

                      (x) from amounts then on deposit therein to the Servicer,
               reimbursement for certain amounts reimbursable to the Servicer
               pursuant to Section 3.03 and Section 5.03 of the Sale and
               Servicing Agreement to the extent not previously reimbursed;

                      (xi) (x) from amounts then on deposit therein with respect
               to Pool I, the current Class A-1 Deferred Interest with respect
               to the Class A-1 Notes and any unpaid Class A-1 Deferred Interest
               from prior Payment Dates with interest thereon at the applicable
               Class A-1 Formula Note Rate and (y) from amounts then on deposit
               therein with respect to Pool II, the current Class A-2 Deferred
               Interest with respect to the Class A-2 Notes and any unpaid Class
               A-2 Deferred Interest from prior Payment Dates with interest
               thereon at the applicable Class A-2 Formula Note Rate;

                      (xii) to the Manager of the Trust, the Management Fee then
               due;

                                       37
<PAGE>



                      (xiii) to the Certificateholders, any amounts remaining on
               deposit in the Collection Account or any amounts available to be
               released from the Reserve Fund pursuant to Section 8.5(c) hereof.

                  SECTION 8.7. Statements to Noteholders. Concurrently with each
distribution to Noteholders, the Indenture Trustee shall forward to each
Noteholder, the Servicer, the Insurer and each Rating Agency a statement
prepared by the Servicer pursuant to Section 4.01 of the Sale and Servicing
Agreement with respect to such distribution setting forth:

                      (i) the aggregate amount of collections received on the
               Mortgage Loans on or prior to the Determination Date in respect
               of such Collection Period for Pool I and Pool II;

                      (ii) the aggregate amount of (a) Interest Collections and
               (b) Principal Collections for such Collection Period and for each
               Pool;

                      (iii) the Class A-1 Interest Rate and the Class A-2
               Interest Rate for the related Interest Accrual Period;

                      (iv) the Principal Payment Amount, separately stating the
               components thereof;

                      (v) the amount of any Loan Purchase Price paid by the
               Sponsor pursuant to Section 2.03 or 2.05 of the Sale and
               Servicing Agreement;

                      (vi) any accrued and unpaid Servicing Fees for previous
               Collection Periods and the Servicing Fee for each Pool and for
               such Collection Period;

                      (vii) the Pool Balance for each Pool as of the end of the
               preceding Collection Period and as of the end of the second
               preceding Collection Period;

                      (viii) the Class A-1 Note Principal Balance, the Class A-2
               Note Principal Balance and related Pool Factor after giving
               effect to the distribution on such Payment Date;

                      (ix) the aggregate amount of Additional Balances created
               with respect to the HELOC Mortgage Loans during the previous
               Collection Period;

                      (x) the number and aggregate Principal Balances of
               Mortgage Loans (x) as to which the Minimum Monthly Payment is
               delinquent for 30-59 days, 60-89 days and 90 or more days,
               respectively and (y) for which the related Mortgaged Property has
               become an REO Property, in each case as of the end of the
               preceding Collection Period;

                      (xi) whether a Rapid Amortization Event has occurred since
               the prior Determination Date, specifying each such Rapid
               Amortization Event if one has occurred;



                                       38
<PAGE>


                      (xii) whether an Event of Servicing Termination has
               occurred since the prior Determination Date, specifying each such
               Event of Servicing Termination if one has occurred;

                      (xiii) the Class A-1 Deficiency Amount or the Class A-2
               Deficiency Amount, if any, for such Payment Date;

                      (xiv) the total amount of funds on deposit in the Reserve
               Fund, the amount to be transferred from the Reserve Fund to the
               Collection Account pursuant to Section 8.5(b) of this Indenture;

                      (xv) the number and Principal Balances of any Mortgage
               Loans retransferred to the Sponsor pursuant to Section 2.07 of
               the Sale and Servicing Agreement;

                      (xvi) the Servicing Fee for each Pool for such Payment
               Date;

                      (xvii) the Overcollateralization Deficit with respect to
               each Pool;

                      (xviii) the amount of the Accelerated Principal Payment,
               if any, for each Class of Notes for the related Payment Date; and

                      (xix) the amount of any Pool I Overcollateralization
               Reduction Amount and Pool II Overcollateralization Reduction
               Amount.

                  In addition, the certificate delivered in January 2000 shall
also indicate (i) the amount on deposit in the Pre-Funding Account as of such
Payment Date and transfers of funds required by Section 8.9 and (ii) the
aggregate of the Principal Balances of Subsequent Mortgage Loans purchased on
the related Subsequent Transfer Date.

                  In the case of information furnished pursuant to clauses (iv)
and (v) above, the amounts shall be expressed as a dollar amount per Note with a
$1,000 denomination.

                  Within 60 days after the end of each calendar year, the
Servicer shall prepare or cause to be prepared and shall forward to the
Indenture Trustee the information set forth in clause (iii) above aggregated for
such calendar year. Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Servicer or a Note Paying Agent pursuant to any requirements of
the Code.

                  SECTION 8.8. Rights of Securityholders. The Notes shall
represent obligations of the Trust, secured by the Trust Property, including the
Collection Account and the right to receive Interest Collections, Principal
Collections, if any, and other amounts at the times and in the amounts specified
in this Indenture; the Certificates shall represent the interest of the Trust
(other than the Reserve Fund, the Policy and the Pre-Funding Account).



                                       39
<PAGE>


                  SECTION 8.9. Pre-Funding Account.

                  (a) The Indenture Trustee shall establish and maintain with
itself a separate trust account (the "Pre-Funding Account") entitled "Bank One,
National Association as Indenture Trustee, in trust for the registered holders
of GreenPoint Home Equity Loan Trust 1999-2, Pre-Funding Account." The
Pre-Funding Account shall be an Eligible Account.

                  (b) The Servicer may cause the institution maintaining the
Pre-Funding Account to invest any funds in the Pre-Funding Account in Eligible
Investments which shall mature or otherwise be available not later than the
Business Day next preceding the Payment Date or, with the approval of the
Insurer and the Rating Agencies, on the Payment Date next following the date of
such investment (except that any investment in an obligation of the institution
with which the Pre-Funding Account is maintained may mature on or before 12:00
noon, New York time, on such Payment Date) and shall not be sold or disposed of
prior to its maturity. At any time when the Indenture Trustee is maintaining the
Pre-Funding Account, any request by the Servicer to invest funds on deposit in
the Pre-Funding Account shall be in writing, shall be delivered to the Indenture
Trustee at or before 10:30 a.m., New York time, if such investment is to be made
on such day, and shall certify that the requested investment is an Eligible
Investment which matures at or prior to the time required hereby. Any such
investment shall be registered in the name of the Indenture Trustee as trustee
hereunder or in the name of its nominee, and to the extent such investments are
certificated they shall be maintained in the possession of the Indenture Trustee
in the state of its Corporate Trust Office. All income and gain realized from
any such investment shall be included as Interest Collections. The amount of any
losses incurred in respect of the principal amount of any such investment shall
be deposited in the Pre-Funding Account by the Servicer out of its own funds
immediately as realized. Any investment earnings on the Pre-Funding Account
shall be treated as owned by the Sponsor for federal and state income tax
purposes.

                  (c) On the Closing Date, the Indenture Trustee will deposit
into the Pre-Funding Account from the proceeds of the sale of the Notes, on
behalf of the Noteholders and the Insurer, the Original Pre-Funded Amount.

                  (d) On each Subsequent Transfer Date with respect to either
Pool, the Sponsor shall instruct the Indenture Trustee to withdraw from the
Pre-Funding Account an amount equal to 100% of the aggregate Principal Balances
of the Subsequent Mortgage Loans transferred to the Trust for assignment to
either Pool I or Pool II (as indicated by the Sponsor) on such Subsequent
Transfer Date and pay such amount to or upon the order of the Sponsor upon
satisfaction of the conditions set forth in Section 2.10 of the Sale and
Servicing Agreement with respect to such transfer; provided, however, that with
respect to Pool I neither (x) the aggregate amount withdrawn from the
Pre-Funding Account to purchase Subsequent Mortgage Loans for addition to Pool I
nor (y) the aggregate Principal Balances of the Subsequent Mortgage Loans
transferred to the Trust for assignment to Pool I may exceed the Original Class
A-1 Pre-Funded Amount; provided further, however, that with respect to Pool II
neither (x) the aggregate amount withdrawn from the Pre-Funding Account to
purchase Subsequent Mortgage Loans for addition to Pool II nor (y) the aggregate
Principal Balances of the Subsequent Mortgage Loans transferred to the Trust for
assignment to Pool II may exceed the Original Class A-2 Pre-Funded Amount.



                                       40
<PAGE>


                  (e) On January 10, 2000, the Servicer shall remit to the
Collection Account the Capitalized Interest Requirement, as set forth in the
Side Letter Agreement, to be used for the Payment Date in January 2000.

                  (f) If (x) the Pre-Funded Amount has not been reduced to zero
by the Payment Date occurring in January 2000 or (y) the Pre-Funded Amount has
been reduced to $100,000 or less on any Payment Date occurring during the
Pre-Funding Period, in either case after giving effect to any reductions in the
Pre-Funded Amount on or before the related such Payment Date, the Sponsor shall
instruct the Indenture Trustee to withdraw from the Pre-Funding Account and
deposit to the Collection Account the difference, if any, between (A) the
Original Pre-Funded Amount and (B) all amounts theretofore withdrawn from the
Pre-Funding Account with respect to Subsequent Mortgage Loans.

                  SECTION 8.10. Opinion of Counsel. The Indenture Trustee and
the Insurer shall receive at least seven days' notice when requested by the
Issuer to take any action pursuant to Section 8.2(a), accompanied by copies of
any instruments involved, and the Indenture Trustee shall also require as a
condition to such action, an Opinion of Counsel, stating the legal effect of any
such action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been complied
with and such action will not materially and adversely impair the security for
the Notes or the rights of the Noteholders or the Insurer in contravention of
the provisions of this Indenture; provided, however, that such Opinion of
Counsel shall not be required to express an opinion as to the fair value of the
Trust Property. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX

                             Supplemental Indentures

                  SECTION 9.1. Supplemental Indentures Without Consent of
Noteholders.

                  (a) Without the consent of the Holders of any Notes but with
the consent of the Insurer, as evidenced to the Indenture Trustee, the Issuer
and the Indenture Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as in force at
the date of the execution thereof), in form satisfactory to the Indenture
Trustee, for any of the following purposes:

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

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



                                       41
<PAGE>


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

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

                      (v) to cure any ambiguity, to correct or supplement any
               provision herein or in any supplemental indenture which may be
               inconsistent with any other provision herein or in any
               supplemental indenture or to make any other provisions with
               respect to matters or questions arising under this Indenture or
               in any supplemental indenture; provided that such action shall
               not adversely affect the interests of the Holders of the Notes;

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

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

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

                  (b) The Issuer and the Indenture Trustee, when authorized by
an Issuer Order, may, also without the consent of any of the Holders of the
Notes but with the prior written consent of the Insurer and with prior notice to
the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder.

                  SECTION 9.2. Supplemental Indentures with Consent of
Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to the Rating Agencies, with the consent of
the Insurer and with the consent of the Holders of not less than a majority of
the Outstanding Amount of the Notes, by Act of such Holders delivered to the
Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that, subject to the express rights of the Insurer
under the Basic Documents, no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:



                                       42
<PAGE>


                      (i) change the date of payment of any installment of
               principal of or interest on any Note, or reduce the principal
               amount thereof, the interest rate thereon or the Redemption Price
               with respect thereto, change the provision of this Indenture
               relating to the application of collections on, or the proceeds of
               the sale of, the Trust Property to payment of principal of or
               interest on the Notes, or change any place of payment where, or
               the coin or currency in which, any Note or the interest thereon
               is payable;

                      (ii) impair the right to institute suit for the
               enforcement of the provisions of this Indenture requiring the
               application of funds available therefor, as provided in Article
               V, to the payment of any such amount due on the Notes on or after
               the respective due dates thereof (or, in the case of redemption,
               on or after the Redemption Date);

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

                      (iv) modify or alter the provisions of the proviso to the
               definition of the term "Outstanding";

                      (v) reduce the percentage of the Outstanding Amount of the
               Notes required to direct the Indenture Trustee to direct the
               Issuer to sell or liquidate the Trust Property pursuant to
               Section 5.4;

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

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

                      (viii) permit the creation of any lien ranking prior to or
               on a parity with the lien of this Indenture with respect to any
               part of the Trust Property or, except as otherwise permitted or
               contemplated herein or in any of the Basic Documents, terminate
               the lien of this Indenture on any property at any time subject
               hereto or deprive the Holder of any Note of the security provided
               by the lien of this Indenture.

                      The Indenture Trustee may determine whether or not any
Notes would be adversely affected by any supplemental indenture upon receipt of
an Opinion of Counsel to that effect and any such determination shall be
conclusive upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder. The Indenture Trustee shall not be liable
for any such determination made in good faith.



                                       43
<PAGE>


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

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

                  SECTION 9.3. Execution of Supplemental Indentures. In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon, an Opinion of Counsel (and, if requested, an Officer's
Certificate) stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

                  SECTION 9.4. Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

                  SECTION 9.5. Conformity With Trust Indenture Act. Every
amendment of this Indenture and every supplemental indenture executed pursuant
to this Article IX shall conform to the requirements of the Trust Indenture Act
as then in effect so long as this Indenture shall then be qualified under the
Trust Indenture Act.

                  SECTION 9.6. Reference in Notes to Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and if required by the Indenture
Trustee shall, bear a notation in form approved by the Indenture Trustee as to
any matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.



                                       44
<PAGE>


                                   ARTICLE X

                               Redemption of Notes

                  SECTION 10.1. Redemption. The Notes are subject to redemption
in whole, but not in part, at the direction of the Sponsor pursuant to Section
7.01(b) of the Sale and Servicing Agreement, on any Payment Date on which the
Sponsor exercises its option to purchase the Trust Property pursuant to said
Section 7.01(b), for a purchase price equal to the Redemption Price. The
Servicer or the Issuer shall furnish the Insurer notice of such redemption. If
the Notes are to be redeemed pursuant to this Section 10.1, the Servicer or the
Issuer shall furnish notice of such election to the Indenture Trustee not later
than 35 days prior to the Redemption Date and the Issuer shall deposit with the
Indenture Trustee in the Collection Account the Redemption Price of the Notes
not less than five Business Days prior to the Redemption Date whereupon all such
Notes shall be due and payable on the Redemption Date upon the furnishing of a
notice complying with Section 10.2.

                  SECTION 10.2. Surrender of Notes.

                  (a) Notice of any termination, specifying the Payment Date
(which shall be a date that would otherwise be a Payment Date) upon which the
Noteholders may surrender their Notes to the Indenture Trustee for payment of
the final distribution and cancellation, shall be given promptly by the
Indenture Trustee (upon receipt of written directions from the Sponsor, if the
Sponsor is exercising its right to transfer of the Mortgage Loans, given not
later than the first day of the month preceding the month of such final
distribution) to the Insurer and to the Servicer and by letter to Noteholders
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution specifying (i) the
Payment Date upon which final distribution of the Notes will be made upon
presentation and surrender of Notes at the office or agency of the Indenture
Trustee therein designated, (ii) the amount of any such final distribution and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, distributions being made only upon presentation and surrender of the
Notes at the office or agency of the Indenture Trustee therein specified. In the
event written directions are delivered by the Sponsor to the Indenture Trustee
as described in the preceding sentence, the Sponsor shall deposit in the
Collection Account on or before the Payment Date for such final distribution in
immediately available funds an amount which, when added to the funds on deposit
in the Collection Account that are payable to the Noteholders, will be equal to
the retransfer amount for the Mortgage Loans computed as above provided,
together with all amounts due and owing to the Insurer for unpaid premiums and
unreimbursed draws on the Policy and all other amounts due and owing to the
Insurer pursuant to the Insurance Agreement, together with interest thereon as
provided under the Insurance Agreement.

                  (b) Upon presentation and surrender of the Notes, the
Indenture Trustee shall cause to be distributed to the Holders of Notes on the
Payment Date for such final distribution, in proportion to the Percentage
Interests of their respective Notes and to the extent that funds are available
for such purpose, an amount equal to (i) if such final distribution is not being
made pursuant to the transfer to the Sponsor pursuant to Section 7.01(a)(B)(i)
of the Sale and Servicing Agreement, the amount required to be distributed to
Noteholders pursuant to Section 5.01 of the Sale and Servicing Agreement for
such Payment Date and (ii) if such final distribution is being



                                       45
<PAGE>

made pursuant to such retransfer, the amount specified in Section 7.01(a)(B)(i)
of the Sale Servicing Agreement. The distribution on such final Payment Date
pursuant to a retransfer pursuant to Section 7.01(a)(B)(i) of the Sale and
Servicing Agreement shall be in lieu of the distribution otherwise required to
be made on such Payment Date in respect of the Notes. On the final Payment Date
prior to having made the distributions called for above, the Indenture Trustee
shall, based upon the information set forth in the Servicing Certificate for
such Payment Date, withdraw from the Collection Account and remit to the Insurer
the lesser of (x) the amount available for distribution on such final Payment
Date, net of any portion thereof necessary to pay the amounts described in
clauses (i) and (ii) above and (y) the unpaid amounts due and owing to the
Insurer for unpaid premiums and unreimbursed draws on the Policy and all other
amounts due and owing to the Insurer pursuant to the Insurance Agreement,
together with interest thereon as provided under the Insurance Agreement.

                  (c) In the event that all of the Noteholders shall not
surrender their Notes for final payment and cancellation on or before such final
Payment Date, the Indenture Trustee shall on such date cause all funds in the
Collection Account not distributed in final distribution to Noteholders to be
withdrawn therefrom and credited to the remaining Noteholders by depositing such
funds in a separate escrow account for the benefit of such Noteholders and the
Sponsor (if the Sponsor has exercised its right to transfer the Mortgage Loans)
or the Indenture Trustee (in any other case) and shall give a second written
notice to the remaining Noteholders to surrender their Notes for cancellation
and receive the final distribution with respect thereto. If within one year
after the second notice all the Notes shall not have been surrendered for
cancellation, the Indenture Trustee may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Noteholders
concerning surrender of their Notes, and the cost thereof shall be paid out of
the funds on deposit in such escrow account.

                  SECTION 10.3. Form of Redemption Notice. Notice of redemption
supplied to the Indenture Trustee by the Sponsor under Section 10.1 shall be
given by the Indenture Trustee by facsimile or by first-class mail, postage
prepaid, transmitted or mailed prior to the applicable Redemption Date to each
Holder of Notes of record, as of the close of business on the date which is not
less than 5 days prior to the applicable Redemption Date, at such Holder's
address appearing in the Note Register.

                  All notices of redemption shall state:

                      (i) the Redemption Date;

                      (ii) the Redemption Price;

                      (iii) that the Record Date otherwise applicable to such
               Redemption Date is not applicable and that payments shall be made
               only upon presentation and surrender of such Notes at the place
               where such Notes are to be surrendered for payment of the
               Redemption Price (which shall be the office or agency of the
               Issuer to be maintained as provided in Section 3.2); and

                      (iv) that interest on the Notes shall cease to accrue on
               the Redemption Date.



                                       46
<PAGE>


                  Notice of redemption of the Notes shall be given by the
Indenture Trustee in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Holder of any Note shall not
impair or affect the validity of the redemption of any other Note.

                  SECTION 10.4. Notes Payable on Redemption Date. The Notes to
be redeemed shall, following notice of redemption as required by Section 10.2,
on the Redemption Date become due and payable at the Redemption Price and
(unless the Issuer shall default in the payment of the Redemption Price) no
interest shall accrue on the Redemption Price for any period after the date to
which accrued interest is calculated for purposes of calculating the Redemption
Price.

                                   ARTICLE XI

                                  Miscellaneous

                  SECTION 11.1. Compliance Certificates and Opinions, etc. Upon
any application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee and to the Insurer if the application or request is made to
the Indenture Trustee (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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



                                       47
<PAGE>



                  SECTION 11.2. Form of Documents Delivered to Indenture
Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

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

                  SECTION 11.3. Acts of Noteholders.

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



                                       48
<PAGE>


sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section.

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

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

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

                  SECTION 11.4. Notices, etc., to Indenture Trustee, Issuer,
Insurer and Rating Agencies. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders or other documents provided or
permitted by this Indenture to be made upon, given or furnished to or filed
with:

                  (a) The Indenture Trustee by any Noteholder or by the Issuer
shall be sufficient for every purpose hereunder if personally delivered,
delivered by overnight courier or mailed first-class and shall be deemed to have
been duly given upon receipt to the Indenture Trustee at its Corporate Trust
Office and any notice delivered by facsimile shall be addressed to the Corporate
Trust Office, telecopy number (312) 407-1708, or

                  (b) The Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if personally delivered,
delivered by facsimile or overnight courier or mailed first class, and shall
deemed to have been duly given upon receipt to the Issuer addressed to:
GreenPoint Home Equity Loan Trust 1999-2, in care of Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001
Attention: Corporate Trust Administration, or at any other address previously
furnished in writing to the Indenture Trustee by Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

                  (c) The Insurer by the Issuer or the Indenture Trustee shall
be sufficient for any purpose hereunder if in writing and mailed by first-class
mail personally delivered or telecopied to the recipient as follows:

                  To the Insurer:        Ambac Assurance Corporation
                                         One State Street Plaza
                                         New York, NY 10004
                                         Telecopy:  (212) 363-1459

                  Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered, delivered by overnight courier or first class or via
facsimile to (i) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10004, Fax No:
(212) 533-0355 and (ii) in the case of S&P, at the following address: Standard &
Poor's Ratings



                                       49
<PAGE>


Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041, Attention: Asset Backed Surveillance
Department, Fax No: (212) 438-2661; or as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.

                  SECTION 11.5. Notices to Noteholders; Waiver. Where this
Indenture provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event (and in all cases, the Insurer shall receive notice), at his address as it
appears on the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In any case
where notice to Noteholders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Noteholder shall
affect the sufficiency of such notice with respect to other Noteholders, and any
notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.

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

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

                  Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice shall not affect any other rights or
obligations created hereunder.

                  SECTION 11.6. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Indenture Trustee or any
Note Paying Agent to such Holder, that is different from the methods provided
for in this Indenture for such payments or notices, provided that such methods
are reasonable and consented to by the Indenture Trustee (which consent shall
not be unreasonably withheld). The Issuer will furnish to the Indenture Trustee
a copy of each such agreement and the Indenture Trustee will cause payments to
be made and notices to be given in accordance with such agreements.

                  SECTION 11.7. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required to be included in this indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.



                                       50
<PAGE>


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

                  SECTION 11.8. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 11.9. Successors and Assigns. All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns, whether so expressed or not. All agreements of the
Indenture Trustee in this Indenture shall bind its successors.

                  SECTION 11.10. Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  SECTION 11.11. Benefits of Indenture. The Insurer and its
successors and assigns shall be a third-party beneficiary to the provisions of
this Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture. Nothing in this Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the Insurer and the Noteholders, and any other party
secured hereunder, and any other person with an ownership interest in any part
of the Trust Property, any benefit or any legal or equitable right, remedy or
claim under this Indenture. The Insurer may disclaim any of its rights and
powers under this Indenture (in which case the Indenture Trustee may exercise
such right or power hereunder), but not its duties and obligations under the
Policy, upon delivery of a written notice to the Indenture Trustee.

                  SECTION 11.12. Legal Holidays. In any case where the date on
which any payment is due shall not be a Business Day, then (notwithstanding any
other provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

                  SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

                  SECTION 11.14. Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                  SECTION 11.15. Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Trust or any other counsel reasonably
acceptable to the Indenture Trustee and the Insurer) to the



                                       51
<PAGE>


effect that such recording is necessary either for the protection of the
Noteholders or any other person secured hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee under this Indenture.

                  SECTION 11.16. Trust Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Sponsor, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes
or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Sponsor, the Servicer, the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Sponsor, the
Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Sponsor, the Servicer,
the Owner Trustee or the Indenture Trustee or of any successor or assign of the
Sponsor, the Servicer, the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.

                  SECTION 11.17. No Petition. The Indenture Trustee, by entering
into this Indenture, and each Noteholder, by accepting a Note, hereby covenant
and agree that they will not at any time institute against the Sponsor, or the
Issuer, or join in any institution against the Sponsor, or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Indenture or any of the Basic Documents.

                  SECTION 11.18. Inspection. The Issuer agrees that, on
reasonable prior notice, it will permit any representative of the Indenture
Trustee or of the Insurer, during the Issuer's normal business hours, to examine
all the books of account, records, reports, and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by
independent certified public accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's officers, employees, and independent
certified public accountants, all at such reasonable times and as often as may
be reasonably requested. The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its Obligations hereunder.

                  SECTION 11.19. Limitation of Liability. It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed
and delivered by Wilmington Trust Company, not individually or personally but
solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise
of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made



                                       52
<PAGE>

and intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Issuer, (c) nothing herein contained shall be construed as creating any
liability on Wilmington Trust Company individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties to this Indenture and by any person
claiming by, through or under them and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaking by the
Issuer under this Indenture or any related documents.

                                  ARTICLE XII

                            Rapid Amortization Events

                  SECTION 12.1. Rapid Amortization Events. The following shall
constitute Rapid Amortization Events with respect to each Class of Notes:

                  (a) failure on the part of the Issuer, the Sponsor, the
Servicer or the Company, as the case may be, (i) to make any payment or deposit
required by the terms of this Indenture, the Sale and Servicing Agreement or the
Insurance Agreement, within two Business Days after notification that such
payment or deposit is required to be made, or (ii) to observe or perform in any
material respect the covenants or agreements of the Issuer, the Sponsor, the
Company or the Servicer, as the case may be, set forth in the Sale and Servicing
Agreement or the Insurance Agreement or this Indenture, as the case may be,
which failure, in each case, materially and adversely affects the interests of
the Noteholders or the Insurer and which, in the case of clause (ii), continues
unremedied and continues to affect materially and adversely the interests of the
Noteholders or the Insurer for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Issuer, the Sponsor, the Servicer or the Company, as the case
may be, by the Indenture Trustee, or to the Issuer, the Sponsor, the Servicer or
the Company, as the case may be, and the Indenture Trustee by the Insurer or
Holders of Notes evidencing more than 50% of the Outstanding Amount;

                  (b) any representation or warranty made by the Issuer, the
Sponsor, the Servicer or the Company, as the case may be, in this Indenture, the
Sale and Servicing Agreement or the Insurance Agreement shall prove to have been
incorrect in any material respect when made, as a result of which the interests
of the Noteholders or the Insurer are materially and adversely affected and
which continues to be incorrect in any material respect and continues to affect
materially and adversely the interests of the Noteholders or the Insurer for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Issuer, the
Sponsor, the Servicer or the Company, as the case may be, by the Indenture
Trustee, or to the Issuer, the Sponsor, the Servicer or the Company, as the case
may be, and the Indenture Trustee by either the Insurer or the Holders of Notes
evidencing more than 50% of the Outstanding Amount; provided, however, that with
respect to any such representation or warranty made with respect to the related
Mortgage Loans, a Rapid Amortization Event pursuant to this subparagraph (b)
shall not be deemed to have occurred hereunder if the Servicer or the Sponsor
has accepted retransfer of such related Mortgage Loan or related Mortgage Loans
during such period (or such longer period not to exceed an additional



                                       53
<PAGE>

60 days as the Indenture Trustee may specify with the consent of the Insurer) in
accordance with the provisions hereof;

                  (c) the Company, the Sponsor or the Issuer or any of their
Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the
appointment of a conservator or receiver or liquidator or similar person in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Company, the Sponsor, or the Trust or
of or relating to all or substantially all of such Person's property, or a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver,
liquidator or similar person in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Company, the Sponsor of the Trust and such decree or order shall have remained
in force undischarged or unstayed for a period of 30 days; or the Company, the
Sponsor or the Trust shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations;

                  (d) the Issuer becomes subject to regulation by the Securities
and Exchange Commission as an investment company within the meaning of the
Investment Company Act of 1940, as amended;

                  (e) as of a given date, the aggregate of all draws under the
Policy related to either Class exceeds 1% of the related Pool Balance as of the
Initial Cut-Off Date; and

                  (f) default in the payment of any interest, principal or any
installment of principal on the related Class of Class A Notes when the same
becomes due and payable, and such default continues for a period of five
Business Days.

                  The occurrence of a Rapid Amortization Event with respect to a
Class of Notes will not cause the occurrence of a Rapid Amortization Event with
respect to the other Class of Notes unless the same event or circumstance is a
Rapid Amortization Event with respect to both Classes.

                  In the case of any event described above in clauses (a)
through (e) above, a Rapid Amortization Event with respect to a Class of Notes
will be deemed to have occurred only if, after the applicable grace period, if
any, described herein or in the Indenture or the Sale and Servicing Agreement
either (i) the Indenture Trustee or Holders holding Notes evidencing more than
50% of the Outstanding Amount of such Class of Notes, with the prior written
consent of the Insurer (so long as there is no continuing default by the Insurer
in the performance of its obligations under the Policy) or (ii) the Insurer (so
long as there is no continuing default by the Insurer in the performance of its
obligations under the Policy), by written notice to the Issuer, the Insurer, the
Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Holders
or the Insurer) declare that a Rapid Amortization Event has occurred with
respect to such Class as of the date of such notice, or in the case of any event
described in clause (f), the Indenture Trustee or Holders holding Notes
evidencing more than 50% of the Outstanding Amount of such Class of Notes by
such written notice declare that a Rapid Amortization Event has occurred with



                                       54
<PAGE>


respect to such Class as of the date of such notice. Following the occurrence of
a Rapid Amortization Event described in clauses (a) through (e) the Insurer (so
long as there is no continuing default by the Insurer in the performance of its
obligations under the Policy) shall have the right to direct the Indenture
Trustee to sell the related Pool of Mortgage Loans. Following the occurrence of
a Rapid Amortization Event described in clause (f), the Holders holding Notes
evidencing more than 50% of the Outstanding Amount of such Class of Notes shall
have the right to so direct the Indenture Trustee. If the Insurer has directed
such sale, the Policy will cover any amounts by which such remaining net
proceeds are insufficient to pay the related Note Principal Balance of such
Class of Notes, together with all accrued and unpaid interest thereon.

                  In addition to the consequences of a Rapid Amortization Event
discussed above, if the Sponsor voluntarily files a bankruptcy petition or goes
into liquidation or any person is appointed a receiver or bankruptcy trustee of
the Sponsor, on the day of any such filing or appointment no further Additional
Balances will be transferred to the Trust, and the Sponsor will promptly give
notice to the Indenture Trustee and the Insurer of any such filing or
appointment. Within 15 days, the Indenture Trustee will publish a notice of the
occurrence of such event. If so directed by the Insurer, so long as no Insurer
Default shall have occurred and be continuing, the Indenture Trustee will sell,
dispose of or otherwise liquidate the Trust Property with respect to the
Mortgage Loans in each Pool in a commercially reasonable manner and on
commercially reasonable terms. So long as no Event of Servicing Termination has
occurred and is continuing, any such sale, disposal or liquidation and such
sale, disposal or liquidation will be "servicing retained" by the Servicer. With
respect to each Pool and the related Class of Notes, the net proceeds of such
sale will first be paid to the Insurer to the extent of unreimbursed draws under
the Policy related to such Class of Notes and other amounts owing to the Insurer
(but only if an Insurer Default shall not have occurred and be continuing). The
remainder of such net proceeds will then be distributed to the Holders of the
such Class of Notes insofar as may be necessary to reduce the Note Principal
Balance of such Class, together with all accrued and unpaid interest due
thereon, to zero. If the Insurer has directed the Indenture Trustee to undertake
such sale or liquidation, the Policy will cover any amount by which such
remaining net proceeds are insufficient to pay the related Note Principal
Balance, together with all accrued and unpaid interest due thereon, in full.



                                       55
<PAGE>


                  IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have
caused this Indenture to be duly executed by their respective officers, hereunto
duly authorized, all as of the day and year first above written.

                            GREENPOINT HOME EQUITY LOAN TRUST 1999-2

                            By:  WILMINGTON TRUST COMPANY, not in its
                            individual capacity but solely as Owner Trustee


                            By:  /s/ W. Chris Sponenberg
                                 ----------------------------------------------
                            Name:   W. Chris Sponenberg
                            Title:  Assistant Vice President


                            BANK ONE, NATIONAL ASSOCIATION, not in its
                            individual capacity but solely as Indenture Trustee


                            By: /s/ R. Tarnas
                                -----------------------------------------------
                            Name:  R. Tarnas
                            Title: Vice President


Acknowledged and Agreed:

GREENPOINT MORTGAGE SECURITIES INC.

By: /s/  Kristen Decker
    ------------------------------------
Name:  Kristen Decker
Title: Vice President



<PAGE>


                             ANNEX A - DEFINED TERMS

                  Accelerated Principal Payment: With respect to any Payment
Date and each Pool, a payment received as a payment of principal by the
Noteholders of the related Class of Notes, for the purpose of increasing the
related Overcollateralization Amount to the related Specified
Overcollateralization Amount applicable to such Payment Date, and to be paid
from the Excess Cashflow with respect to the related Pool, and equal to the
lesser of (x) the amount of such Excess Cashflow and (y) the
Overcollateralization Deficiency Amount for the related Pool.

                  Account: The Collection Account, the Pre-Funding Account and
the Reserve Fund.

                  Act: As defined in Section 11.3(a) of the Indenture.

                  Additional Balance: As to the HELOC Mortgage Loans contained
in each Pool and any date of determination, the aggregate amount of all Draws
conveyed to the Issuer with respect to such Pool pursuant to Section 2.01 of the
Sale and Servicing Agreement.

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

                  Appraised Value: As to any Mortgaged Property, the value
established by either a full appraisal or a drive by inspection of such
Mortgaged Property made to establish compliance with the underwriting criteria
then in effect in connection with the application for the Mortgage Loans secured
by such Mortgaged Property.

                  Assignment of Mortgage: With respect to any Mortgage, an
assignment, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction in which the related Mortgaged
Property is located to reflect the sale of the Mortgage to the Indenture
Trustee, which assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction.

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

                  Authorized Officer: With respect to the Issuer and the
Servicer, any officer or agent acting pursuant to a power of attorney of the
Owner Trustee or the Servicer, respectively, who is authorized to act for the
Owner Trustee or the Servicer, respectively, in matters relating to the Issuer
and the Servicer, respectively, and who is identified on the list of Authorized
Officers delivered by each of the Owner Trustee and the Servicer, respectively,
to the Indenture Trustee on the Closing Date (as such lists may be modified or
supplemented from time to time thereafter).



                                   Annex A-1
<PAGE>


                  Available Funds: The Pool I Available Funds or the Pool II
Available Funds.

                  Basic Documents: The Indenture, the Notes, the Certificates,
the Certificate of Trust, the Trust Agreement, the Sale and Servicing Agreement,
the Purchase Agreement, the Indemnification Agreement, the
Management Agreement and the Insurance Agreement.

                  BIF: The Bank Insurance Fund, as from time to time
constituted, created under the Financial Institutions Reform, Recovery and
Enhancement Act of 1989, or if at any time after the execution of this
instrument the Bank Insurance Fund is not existing and performing duties now
assigned to it, the body performing such duties on such date.

                  Billing Cycle: With respect to any Mortgage Loan and
Collection Period, the billing period specified in the related Loan Agreement
and with respect to which amounts billed are received during such Collection
Period.

                  Book Entry Notes: A beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.9 of the Indenture.

                  Business Day: Any day other than a Saturday, Sunday, legal
holiday or other day on which banking institutions in the state of New York or
the state in which the Corporate Trust Office is located are required or
authorized by law to be closed.

                  Capitalized Interest Requirement: As set forth in the Side
Letter Agreement.

                  Certificate of Trust: The certificate of trust of the Issuer
substantially in the form of Exhibit B to the Trust Agreement.

                  Certificateholders: The holders of the Certificates.

                  Certificates:  As defined in the Trust Agreement.

                  Class:  Each respective class of Notes.

                  Class A-1 Deferred Interest: With respect to any Payment Date,
the excess, if any, of interest due at the Class A-1 Formula Note Rate over
interest due at the Class A-1 Note Rate.

                  Class A-1 Deficiency Amount: The related "Deficiency Amount"
as defined in the Policy.

                  Class A-1 Formula Note Rate: For any Interest Accrual Period,
the lesser of (i)(x) with respect to any Payment Date which occurs on or prior
to the Class A-1 Optional Redemption Date for the Class A-1 Notes, LIBOR plus
0.30% per annum and (y) for any Payment Date thereafter, LIBOR plus 0.60% per
annum and (ii) 15.50%.

                  Class A-1 Interest Payment Amount: With respect to any Payment
Date, the product of (x) one-twelfth of the Class A-1 Note Rate applicable to
such Payment Date and (y)



                                   Annex A-2
<PAGE>


the Class A-1 Note Principal Balance immediately prior to such Payment Date
(based on a 360-day year and the actual number of days in the Interest Accrual
Period).

                  Class A-1 Maximum Rate: As to any Interest Period, the
Weighted Average Net Loan Rate on the Pool I Mortgage Loans for the Collection
Period during which such Interest Period begins (adjusted to an effective rate
reflecting accrued interest calculated on the basis of the actual number of days
in the Collection Period commencing in the month in which such Interest Period
commences and a year assumed to consist of 360 days).

                  Class A-1 Maximum Principal Payment: With respect to any
Payment Date during the Managed Amortization Period, the Pool I Net Principal
Collections and (ii) with respect to any Payment Date during the Rapid
Amortization Period, 100% of the Pool I Principal Collections relating to such
Payment Date.

                  Class A-1 Note: Any Note designated as the "Class A-1 Asset
Backed Note" on the face thereof in substantially the form of Exhibit A hereto.

                  Class A-1 Note Principal Balance: As of any time of
determination, the Original Class A-1 Note Principal Balance of the Class A-1
Notes, less any amounts actually distributed therefore as principal thereon to
the Class A-1 Notes on all prior Payment Dates.

                  Class A-1 Note Rate: For any Interest Accrual Period, the
lesser of the Class A-1 Formula Note Rate and the Class A-1 Maximum Rate.

                  Class A-1 Noteholder:  Any Holder of a Class A-1 Note.

                  Class A-1 Optional Redemption Date: The date on which the
Sponsor or the Insurer, as applicable, is first able to exercise its right of
optional redemption of the Class A-1 Notes pursuant to Section 10.1 of the
Indenture.

                  Class A-1 Principal Payment Amount: On any Payment Date, the
excess of (x) the Class A-1 Maximum Principal Payment over (y) the Pool I
Overcollateralization Reduction Amount; provided, however, that for the Payment
Date which occurs in January 2000, the Class A-1 Principal Payment Amount shall
equal the excess of (x) the sum of (i) the Class A-1 Maximum Principal Payment
and (ii) the difference between the Original Class A-1 Pre-Funded Amount and the
aggregate Cut-Off Date Principal Balance of all Subsequent Mortgage Loans
transferred to Pool I as of such Payment Date over (y) the Pool I
Overcollateralization Reduction Amount.

                  Class A-1 Reimbursement Amount: As of any Payment Date, the
sum of (x)(i) all related payments made pursuant to the Policy by the Insurer
and in each case not previously repaid to the Insurer pursuant to Section
8.6(d)(vi) of the Indenture, plus (ii) interest accrued on each such payment
made pursuant to the Policy not previously repaid calculated at the Late Payment
Rate (as defined in the Policy) from the date the Insurer made the related
payment and (y)(i) any other amounts then due and owing to the Insurer under the
Insurance Agreement, plus (ii) interest on such amounts.



                                   Annex A-3
<PAGE>



                  Class A-2 Deferred Interest: With respect to any Payment Date,
the excess, if any, of interest due at the Class A-2 Formula Note Rate over
interest due at the Class A-2 Note Rate.

                  Class A-2 Deficiency Amount: The related "Deficiency Amount"
as defined in the Policy.

                  Class A-2 Formula Note Rate: For any Interest Accrual Period,
the lesser of (i)(x) with respect to any Payment Date which occurs on or prior
to the Class A-2 Optional Redemption Date for the Class A-2 Notes, LIBOR plus
0.38% per annum and (y) for any Payment Date thereafter, LIBOR plus 0.76% per
annum and (ii) 15.50%.

                  Class A-2 Interest Payment Amount: With respect to any Payment
Date, the product of (x) one-twelfth of the Class A-2 Note Rate applicable to
such Payment Date and (y) the Class A-2 Note Principal Balance immediately prior
to such Payment Date (based on a 360-day year and the actual number of days in
the Interest Accrual Period).

                  Class A-2 Maximum Rate: As to any Interest Period, the
Weighted Average Net Loan Rate on the Pool II Mortgage Loans for the Collection
Period during which such Interest Period begins (adjusted to an effective rate
reflecting accrued interest calculated on the basis of the actual number of days
in the Collection Period commencing in the month in which such Interest Period
commences and a year assumed to consist of 360 days).

                  Class A-2 Maximum Principal Payment: With respect to any
Payment Date during the Managed Amortization Period, the Pool II Net Principal
Collections and (ii) with respect to any Payment Date during the Rapid
Amortization Period, 100% of the Pool II Principal Collections relating to such
Payment Date.

                  Class A-2 Note: Any Note designated as the "Class A-2 Asset
Backed Note" on the face thereof in substantially the form of Exhibit A hereto.

                  Class A-2 Note Principal Balance: As of any time of
determination, the Original Class A-2 Note Principal Balance of the Class A-2
Notes, less any amounts actually distributed therefore as principal thereon to
the Class A-2 Notes on all prior Payment Dates.

                  Class A-2 Note Rate: For any Interest Accrual Period, the
lesser of the Class A-2 Formula Note Rate and the Class A-2 Maximum Rate.

                  Class A-2 Noteholder: Any Holder of a Class A-2 Note.

                  Class A-2 Optional Redemption Date: The date on which the
Sponsor or the Insurer, as applicable, is first able to exercise its right of
optional redemption of the Class A-2 Notes pursuant to Section 10.1 of the
Indenture.

                  Class A-2 Principal Payment Amount: On any Payment Date, the
excess of (x) the Class A-2 Maximum Principal Payment over (y) the Pool II
Overcollateralization Reduction Amount; provided, however, that for the Payment
Date which occurs in January 2000, the Class A-2 Principal Payment Amount shall
equal the excess of (x) the sum of (i) the Class A-2



                                   Annex A-4
<PAGE>


Maximum Principal Payment and (ii) the difference between the Original Class A-2
Pre-Funded Amount and the aggregate Cut-Off Date Principal Balance of all
Subsequent Mortgage Loans transferred to Pool II as of such Payment Date over
(y) the Pool II Overcollateralization Reduction Amount.

                  Class A-2 Reimbursement Amount: As of any Payment Date, the
sum of (x)(i) all related payments made pursuant to the Policy by the Insurer
and in each case not previously repaid to the Insurer pursuant to Section
8.6(d)(vi) of the Indenture, plus (ii) interest accrued on each such payment
made pursuant to the Policy not previously repaid calculated at the Late Payment
Rate (as defined in the Policy) from the date the Insurer made the related
payment and (y)(i) any other amounts then due and owing to the Insurer under the
Insurance Agreement, plus (ii) interest on such amounts.

                  Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

                  Clearing Agency Participant: A broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

                  Closed End Mortgage Loans: With respect to Pool I, Mortgage
Loans consisting solely of fixed-rate closed-end second lien mortgage loans
under the Mortgage Notes. The term "Closed End Mortgage Loan" includes the term
"Initial Closed End Mortgage Loans."

                  Closed End Principal Balance: As to any Closed End Mortgage
Loan, other than a Liquidated Mortgage Loan, and as of any date, the related
Cut-Off Date Principal Balance minus all collections credited as principal
against the Closed End Principal Balance of such Closed End Mortgage Loan in
accordance with the related Mortgage Note prior to such day.

                  Closing Date:  December 22,  1999.

                  Code: The Internal Revenue Code of 1986, as amended from time
to time.

                  Collateral: As defined in the Granting Clause of the
Indenture.

                  Collection Account: As defined in the Sale and Servicing
Agreement.

                  Collection Period: With respect to any Payment Date and any
Mortgage Loans, the calendar month preceding such Payment Date.

                  Combined Loan-to-Value Ratio: (i) With respect to any HELOC
Mortgage Loan as of any date, the percentage equivalent of a fraction, the
numerator of which is the sum of (A) the Credit Limit and (B) the outstanding
principal balance as of the date of execution of the related Credit Line
Agreement (or as of any subsequent date, if any, as of which such outstanding
principal balance may be determined in connection with an increase in the Credit
Limit for such HELOC Mortgage Loan) of any mortgage loan or mortgage loans that
are senior in priority to the HELOC Mortgage Loan and which is secured by the
same Mortgaged Property and the denominator of which is the lesser of (C) the
Appraised Value of the related Mortgaged



                                   Annex A-5
<PAGE>

Property as set forth in the Mortgage File on such date of execution or on such
subsequent date, if any, or (D) in the case of a Mortgaged Property purchased
within one year of such date of execution, the purchase price thereof and (ii)
with respect to any Closed End Mortgage Loan as of any date, the percentage
equivalent of a fraction, the numerator of which is the sum of (A) the original
principal balance of the Closed End Mortgage Loan and (B) any outstanding
principal balances of mortgage loans senior to such Closed End Mortgage Loan
(calculated at the date of origination of the Closed End Mortgage Loan) and the
denominator of which is the lesser of (C) the Appraised Value of the related
Mortgaged Property as set forth in the loan files at such date or origination
and (D) in the case of a Mortgaged Property purchased within one year of the
origination of the related Closed End Mortgage Loan, the purchase price of such
Mortgaged Property.

                  Company:  GreenPoint Mortgage Funding, Inc.

                  Controlling Party: The Insurer, so long as no Insurer Default
shall have occurred and be continuing, and the Indenture Trustee, for so long as
a Insurer Default shall have occurred and be continuing.

                  Corporate Trust Office: With respect to (i) the Indenture
Trustee, the principal corporate trust office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which
office at date of the execution of the Indenture is located at 1 Bank One Plaza,
Suite ILI-0126, Chicago, Illinois 60670-0126, Attention: Corporate Trust
Services Division (for the purposes of Section 3.2 of the Indenture, such office
is located at 14 Wall Street, 8th Floor, New York, New York 10005) and (ii) with
respect to the Owner Trustee, the principal corporate trust office of the Owner
Trustee located at Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration, or at such other
address as the Owner Trustee may designate by notice to the Certificateholders
and the Sponsor, or the principal corporate trust office of any successor Owner
Trustee (the address of which the successor owner trustee will notify the
Certificateholders and the Sponsor).

                  Credit Limit: As to any HELOC Mortgage Loan, the maximum
principal balance permitted under the terms of the related Credit Line
Agreement.

                  Credit Limit Utilization Rate: As to any HELOC Mortgage Loan,
the percentage equivalent of a fraction the numerator of which is the principal
balance for such HELOC Mortgage Loan and the denominator of which is the related
Credit Limit.

                  Credit Line Agreement: With respect to any HELOC Mortgage
Loan, the related home equity line of credit agreement and promissory note
executed by the related Mortgagor and any amendment or modification thereof.

                  Credit Scores: With respect to the Mortgage Loans, statistical
credit scores obtained by mortgage lenders in connection with the loan
application to help assess a borrower's credit worthiness.

                  Crossover Amount: As defined in Section 8.6(d)(vii) of the
Indenture.



                                   Annex A-6
<PAGE>


                  Cut-Off Date: With respect to the Initial Mortgage Loans, the
Initial Cut-Off Date. With respect to the Subsequent Mortgage Loans, the
applicable Subsequent Cut-Off Date. With respect to the Eligible Substitute
Mortgage Loans, the Substitute Cut-Off Date.

                  Cut-Off Date Principal Balance: With respect to any Mortgage
Loan, the unpaid principal balance thereof as of the applicable Cut-Off Date.

                  Default: Any occurrence that is, or with notice or the lapse
of time or both would become, a Rapid Amortization Event.

                  Defective Mortgage Loan: A Mortgage Loan subject to retransfer
pursuant to Section 2.03 or 2.05 of the Sale and Servicing Agreement.

                  Deferred Interest : The Class A-1 Deferred Interest or the
Class A-2 Deferred Interest.

                  Deficiency Amount: The Class A-1 Deficiency Amount or the
Class A-2 Deficiency Amount.

                  Definitive Notes: As defined in Section 2.11 of the Indenture.

                  Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made by the close of business on the day such payment is
scheduled to be due. A Mortgage Loan is "30 days delinquent" if such payment has
not been received by the close of business on the corresponding day of the month
immediately succeeding the month in which such payment was due, or, if there is
no such corresponding day (e.g., as when a 30-day month follows a 31-day month
in which a payment was due on the 31st day of such month) then on the last day
of such immediately succeeding month. Similarly for "60 days delinquent," "90
days delinquent" and so on.

                  Depository: The initial Depository shall be The Depository
Trust Company, the nominee of which is Cede & Co., as the registered Holder of
Class A-1 Notes evidencing $193,275,000 in initial aggregate principal amount of
the Class A-1 Notes and as the registered Holder of Class A-2 Notes evidencing
$52,370,000 in initial aggregate principal amount of the Class A-2 Notes. The
Depository shall at all times be a "clearing corporation" as defined in Section
8-102(5) of the UCC of the State of New York.

                  Depository Participant: A broker, dealer, bank or other
financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

                  Determination Date: With respect to any Payment Date, the
third Business Day prior to such Payment Date.

                  Draw: With respect to any HELOC Mortgage Loan, an additional
borrowing by the Mortgagor subsequent to the related Cut-Off Date in accordance
with the related Credit Line Agreement.



                                   Annex A-7
<PAGE>


                  Draw Period: With respect to any HELOC Mortgage Loan, the
period of time specified in the related Credit Line Agreement whereby a
Mortgagor may make a Draw under the related Credit Line Agreement, not to exceed
five or fifteen years (as applicable) unless extended pursuant to such Credit
Line Agreement and the Sale and Servicing Agreement, such extension to be
limited by the provisions set forth in Section 2.4 of the Sale and Servicing
Agreement.

                  Eligible Account: An account that is either (i) maintained
with a depository institution whose short-term debt obligations throughout the
time of any deposit therein are rated in the highest short-term debt rating
category by Standard & Poor's and Moody's, (ii) an account or accounts
maintained with a depository institution with a minimum long-term unsecured debt
rating by Standard & Poor's and Moody's which is at least investment grade
provided that the deposits in such account or accounts are fully insured by
either the BIF or the SAIF, or (iii) a segregated trust account maintained with
the corporate trust department of the Indenture Trustee in its fiduciary
capacity, or (iv) an account otherwise acceptable to each Rating Agency and the
Insurer, as evidenced at closing by delivery of a rating letter by each Rating
Agency and thereafter by delivery of a letter from each Rating Agency and the
Insurer to the Indenture Trustee, within 30 days of receipt of notice of such
deposit.

                  Eligible Investments: One or more of the following (excluding
any callable investments purchased at a premium):

                      (i) direct obligations of, or obligations fully guaranteed
            as to timely payment of principal and interest by, the United States
            or any agency or instrumentality thereof, provided that such
            obligations are backed by the full faith and credit of the United
            States;

                      (ii) repurchase agreements on obligations specified in
            clause (i) maturing not more than three months from the date of
            acquisition thereof, provided that the short-term unsecured debt
            obligations of the party agreeing to repurchase such obligations are
            at the time rated by each Rating Agency in its highest short-term
            rating category (which is A-1+ for Standard & Poor's and P-1 for
            Moody's);

                      (iii) certificates of deposit, time deposits and bankers'
            acceptances (which, if Moody's is a Rating Agency, shall each have
            an original maturity of not more than 90 days and, in the case of
            bankers' acceptances, shall in no event have an original maturity of
            more than 365 days) of any U.S. depository institution or trust
            company incorporated under the laws of the United States or any
            state thereof and subject to supervision and examination by federal
            and/or state banking authorities, provided that the unsecured
            short-term debt obligations of such depository institution or trust
            company at the date of acquisition thereof have been rated by each
            of Moody's and Standard & Poor's in its highest unsecured short-term
            debt rating category;

                      (iv) commercial paper (having original maturities of not
            more than 270 days) of any corporation incorporated under the laws
            of the United States or any state thereof which on the date of
            acquisition has been rated by Standard & Poor's and Moody's in their
            highest short-term debt rating categories;



                                   Annex A-8
<PAGE>


                      (v) short-term investment funds ("STIFS") sponsored by any
            trust company or national banking association incorporated under the
            laws of the United States or any state thereof which on the date of
            acquisition has been rated by Standard & Poor's and Moody's in their
            respective highest applicable rating category; and

                      (vi) interests in any money market fund which at the date
            of acquisition of the interests in such fund and throughout the time
            such interests are held in such fund has a rating of Aaa by Moody's
            and either AAAm or AAAm-G by Standard & Poor's or such lower rating
            as will not result in the qualification, downgrading or withdrawal
            of the then-current rating assigned to the Notes by each Rating
            Agency without regard to the Policy;

                      (vii) other obligations or securities that are acceptable
            to each Rating Agency and the Insurer as an Eligible Investment
            hereunder and will not result in a reduction in the then current
            rating of the Notes without regard to the Policy, as evidenced by a
            letter to such effect from such Rating Agency and the Insurer and
            with respect to which the Servicer has received confirmation that,
            for tax purposes, the investment complies with the last clause of
            this definition;

provided that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provided a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations; and provided, further,
that no instrument described hereunder may be purchased at a price greater than
par if such instrument may be prepaid or called at a price less than its
purchase price prior to its stated maturity.

                  Eligible Substitute Mortgage Loan: A mortgage loan substituted
by the Sponsor, with the consent of the Insurer, for a Defective Mortgage Loan
which must, on the date of such substitution, (i) have an outstanding Principal
Balance (or, in the case of a substitution of more than one Mortgage Loan for a
Defective Mortgage Loan, an aggregate Principal Balance), equal to or less than
the Principal Balance of the Defective Mortgage Loan as of the applicable
Cut-Off Date; (ii) except for HELOC Mortgage Loans still in their teaser period,
have a Loan Rate not less than the Loan Rate of the Defective Mortgage Loan and
not more than 4.00% in excess of the Loan Rate of such Defective HELOC Mortgage
Loan; (iii) have a Loan Rate based on the same Index with adjustments to such
Loan Rate made on the same date on which the Defective HELOC Mortgage Loan's
interest rate adjusts; (iv) have a Margin that is not less than the Margin of
the Defective HELOC Mortgage Loan and not more than 100 basis points higher than
the Margin for the Defective HELOC Mortgage Loan; (v) have a mortgage of the
same or higher level of priority as the Mortgage Loan relating to the Defective
Mortgage Loan at the time such Mortgage Loan was transferred to the Trust; (vi)
have a remaining term to maturity not more than 120 months earlier and not more
than 180 months later than the remaining term to maturity of the Defective
Mortgage Loan; (vii) comply with each representation and warranty as to the
Mortgage Loans set forth in the Sale and Servicing Agreement (deemed to be made
as of the date of substitution); (viii) have an original Combined Loan-to-Value
Ratio not greater than that of the Defective Mortgage Loan; and (ix) have a
Credit Score greater than or equal to the Credit



                                   Annex A-9
<PAGE>


Score of the Defective Mortgage Loan at the time such Mortgage Loan was
transferred to the Trust.

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

                  Event of Servicing Termination: As defined in Section 6.01 of
the Sale and Servicing Agreement.

                  Event of Termination: As defined in Article IX of the Purchase
Agreement.

                  Excess Cashflow: With respect to each Pool and any Payment
Date, the related Available Funds with respect to such Pool for such Payment
Date which remain on deposit in the Collection Account after taking into account
the distributions listed in clauses (i) through (vii) of Section 8.6(d) of the
Indenture with respect to such Pool and such Payment Date.

                  Exchange Act: The Securities Exchange Act of 1934, as amended.

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

                  Final Scheduled Payment Date: The Payment Date in December
2025 whereby the Noteholders shall be entitled to receive a payment of principal
in an amount equal to the respective outstanding Note Principal Balance. The
Final Scheduled Payment Date is the date which is thirteen months after the date
which is the latest possible maturity date of an Initial Mortgage Loan which
amortizes according to its terms.

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

                  GAAP: Generally accepted accounting principles, consistently
applied.

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

                  Gross Margin: As to any HELOC Mortgage Loans, the percentage
set forth as the "Gross Margin" for such HELOC Mortgage Loans on Exhibit A to
the Sale and Servicing Agreement.



                                   Annex A-10
<PAGE>


                  HELOC Mortgage Loans: With respect to Pool I and Pool II,
Mortgage Loans consisting solely of adjustable-rate home equity revolving credit
line loans under the Credit Line Agreements. The term "HELOC Mortgage Loan"
includes the terms "Initial HELOC Mortgage Loans" and "Subsequent Mortgage
Loans."

                  HELOC Principal Balance: As to any HELOC Mortgage Loan, other
than a Liquidated Mortgage Loan, and as of any date, the related Cut-Off Date
Principal Balance, plus (i) any Additional Balance in respect of such HELOC
Mortgage Loan, minus (ii) all collections credited as principal against the
HELOC Principal Balance of any such HELOC Mortgage Loan in accordance with the
related Credit Line Agreement prior to such day.

                  Holder or Noteholder: The Person in whose name a Note is
registered on the Note Register.

                  Indebtedness: With respect to any Person at any time, (a)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (b)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (c) current liabilities of such Person in respect of funding
vested benefits under plans covered by Title IV of ERISA; (d) obligations issued
for or liabilities incurred on the account of such Person; (e) obligations or
liabilities of such Person arising under acceptance facilities; (f) obligations
of such Person under any guarantees, endorsements (other than for collection or
deposit in the ordinary course of business) and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest in any Person
or otherwise to assure a creditor against loss; (g) obligations of such Person
secured by any lien on property or assets of such Person, whether or not the
obligations have been assumed by such Person; or (h) obligations of such Person
under any interest rate or currency exchange agreement.

                  Indemnification Agreement: The Indemnification Agreement,
dated as of December 15, 1999, by and among the Insurer and the Underwriter.

                  Indenture: The Indenture, dated as of December 1, 1999, by and
between the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

                  Indenture Trustee: Bank One, National Association, a national
banking association, not in its individual capacity but as trustee under the
Indenture, or any successor trustee under the Indenture.

                  Indenture Trustee Issuer Secured Obligations: All amounts and
obligations which the Issuer may at any time owe to the Indenture Trustee for
the benefit of the Noteholders under the Indenture or the Notes.

                  Independent: When used with respect to any specified Person,
that the person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Sponsor and any Affiliate of any of the foregoing persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Sponsor or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Sponsor or any



                                   Annex A-11
<PAGE>

Affiliate of any of the foregoing Persons as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions.

                  Independent Certificate: A certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, prepared by an Independent appraiser or other expert appointed
pursuant to an Issuer Order and approved by the Indenture Trustee in the
exercise of reasonable care, and such opinion or certificate shall state that
the signer has read the definition of "Independent" in the Indenture and that
the signer is Independent within the meaning thereof.

                  Index: With respect to each Interest Rate Adjustment Date for
a HELOC Mortgage Loan, the highest "prime rate" as published in the "Money
Rates" table of The Wall Street Journal as of the last business day of the
previous Billing Cycle.

                  Initial Closed End Mortgage Loans: With respect to Pool I,
Mortgage Loans consisting solely of fixed-rate closed-end second lien mortgage
loans under the Mortgage Notes which are transferred to the Trust on the Closing
Date.

                  Initial Cut-Off Date: For any Initial Mortgage Loan, the close
of business on November 30, 1999.

                  Initial HELOC Mortgage Loans: With respect to Pool I and Pool
II, Mortgage Loans consisting solely of adjustable-rate home equity revolving
credit line loans under the Credit Line Agreements which are transferred to the
Trust on the Closing Date.

                  Initial Mortgage Loans: The Initial Closed End Mortgage Loans
and the Initial HELOC Mortgage Loans.

                  Initial Pool I Balance: $154,536,428.19.

                  Initial Pool I Mortgage Loans: The Initial Closed End Mortgage
Loans included in Pool I and the Initial HELOC Mortgage Loans included in Pool
I.

                  Initial Pool II Balance: $41,109,718.39.

                  Initial Pool II Mortgage Loans: The Initial HELOC Mortgage
Loans included in Pool II.

                  Insurance Agreement: The Insurance and Indemnity Agreement,
dated as of December 22, 1999, by and among the Insurer, the Servicer, the
Sponsor and the Indenture Trustee.

                  Insurance Policy: Any hazard, title or primary mortgage
insurance policy relating to a Mortgage Loan, but shall not include the Policy.




                                   Annex A-12
<PAGE>


                  Insurance Proceeds: Proceeds paid by any insurer (other than
the Insurer) pursuant to any insurance policy covering a Mortgage Loan, or
amounts required to be paid by the Servicer pursuant to the last sentence of
Section 3.04 of the Sale and Servicing Agreement, net of any component thereof
(i) covering any expenses incurred by or on behalf of the Servicer in connection
with obtaining such proceeds, (ii) that is applied to the restoration or repair
of the related Mortgaged Property, (iii) released to the Mortgagor in accordance
with the Servicer's normal servicing procedures or (iv) required to be paid to
any holder of a mortgage senior to such Mortgage Loan.

                  Insured Payment: As defined in the Policy with respect to a
Class of Notes and as of any Payment Date.

                  Insurer: Ambac Assurance Corporation, a Wisconsin stock
insurance company.

                  Insurer Default: The failure by the Insurer to make a payment
required under the Policy in accordance with the terms thereof.

                  Insurer Issuer Secured Obligations: All amounts and
obligations which the Issuer may at any time owe to or on behalf of the Insurer
under the Indenture, the Insurance Agreement or any other Basic Document.

                  Interest Accrual Period: With respect to any Payment Date, the
period from and including the prior Payment Date (or, in the case of the January
2000 Payment Date, from and including the Closing Date) to, but excluding, the
current Payment Date, with interest being computed on the basis of the actual
number of days in such Interest Accrual Period and a 360-day year.

                  Interest Collections: With respect to each Pool and for any
Payment Date, the sum of all payments by or on behalf of Mortgagors and any
other amounts constituting interest, including the portion of Net Liquidation
Proceeds and Insurance Proceeds allocated to interest pursuant to the terms of
the related Loan Agreement (net of the applicable servicing fees and excluding
the fees or late charges or similar administrative fees paid by Mortgagors),
during the related Collection Period plus investment earnings on funds on
deposits made to the Collection Account, less the related Servicing Fee for the
related Collection Period. The terms of the related Loan Agreement shall
determine the portion of each payment in respect of such Mortgage Loan that
constitutes principal or interest.

                  Interest Determination Date: (i) With respect to any Interest
Accrual Period (other than the initial Interest Accrual Period), the second
London Business Day preceding such first day of such Interest Accrual Period and
(ii) with respect to the Initial Accrual Period, the second London Business Day
preceding the Closing Date.

                  Interest Payment Amount: The Class A-1 Interest Payment Amount
or the Class A-2 Interest Payment Amount.

                  Interest Rate Adjustment Date: With respect to each HELOC
Mortgage Loan, any date on which the Loan Rate is adjusted in accordance with
the related Credit Line Agreement.



                                   Annex A-13
<PAGE>


                  Issuer or Trust: GreenPoint Home Equity Loan Trust 1999-2, a
Delaware business trust, until a successor replaces it and, thereafter, means
the successor and, for purposes of any provision contained in the Indenture and
required by the TIA, each other obligor on the Notes.

                  Issuer Order and Issuer Request: A written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

                  Issuer Secured Obligations: The Insurer Issuer Secured
Obligations and the Indenture Trustee Issuer Secured Obligations.

                  Issuer Secured Parties: Each of the Indenture Trustee in
respect of the Indenture Trustee Issuer Secured Obligations and the Insurer in
respect of the Insurer Issuer Secured Obligations.

                  LIBOR: With respect to any Interest Accrual Period, the rate
determined by the Indenture Trustee on the related Interest Determination Date
appearing on the Telerate Screen Page 3750, as of 11:00 AM, London time, on the
second LIBOR Business Day prior to the first day of such Interest Accrual
Period. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered, such
other service for displaying LIBOR or comparable rates as may be selected by the
Sponsor after consultation with the Indenture Trustee), the rate will be the
Reference Bank Rate.

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

                  Lien: Any mortgage, deed of trust, pledge, conveyance,
hypothecation, assignment, participation, deposit arrangement, encumbrance, lien
(statutory or other), preference, priority right or interest or other security
agreement or preferential arrangement of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing and the filing of any financing statement under the UCC
(other than any such financing statement filed for informational purposes only)
or comparable law of any jurisdiction to evidence any of the foregoing;
provided, however, that any assignment pursuant to Section 5.02 of the Sale and
Servicing Agreement shall not be deemed to constitute a Lien.

                  Lifetime Rate Cap: With respect to each HELOC Mortgage Loan
with respect to which the related Mortgage Note provides for a lifetime rate
cap, the maximum Loan Rate permitted over the life of such HELOC Mortgage Loan
under the terms of the related Credit Line Agreement previously delivered to the
Indenture Trustee.

                  Liquidated Mortgage Loan: As to any Payment Date, any Mortgage
Loan in respect of which the Servicer has determined, in accordance with the
servicing procedures specified herein, as of the end of the related Collection
Period, that all Liquidation Proceeds which it expects to recover with respect
to the disposition of such Mortgage Loan or the related REO have been recovered.



                                   Annex A-14
<PAGE>


                  Liquidation Expenses: Out-of-pocket expenses (exclusive of
overhead) which are incurred by the Servicer in connection with the liquidation
of any Mortgage Loan and not recovered under any insurance policy, including,
without limitation, legal fees and expenses, any unreimbursed amount expended
pursuant to Section 3.06 of the Sale and Servicing Agreement (including, without
limitation, amounts advanced to correct defaults on any mortgage loan which is
senior to such Mortgage Loan and amounts advanced to keep current or pay off a
mortgage loan that is senior to such Mortgage Loan) respecting the related
Mortgage Loan and any related and unreimbursed expenditures with respect to real
estate property taxes, water or sewer taxes, condominium association dues,
property restoration or preservation or insurance against casualty, loss or
damage.

                  Liquidation Loss Amounts: With respect to any Payment Date and
Mortgage Loan that became a Liquidated Mortgage Loan during the related
Collection Period, the unrecovered portion of the related Principal Balance
thereof at the end of such Collection Period, after giving effect to the Net
Liquidation Proceeds applied in reduction of such Principal Balance.

                  Liquidation Proceeds: Proceeds (including Insurance Proceeds)
received in connection with the liquidation of any Mortgage Loan or related REO,
whether through trustee's sale, foreclosure sale or otherwise.

                  Loan Purchase Price: With respect to any Mortgage Loan
purchased from the Trust on a Determination Date pursuant to Section 3.06 of the
Sale and Servicing Agreement, an amount equal to the Principal Balance of such
Mortgage Loan as of the date of purchase, plus one month's interest on the
outstanding Principal Balance thereof as of the beginning of the preceding
Collection Period computed at the Loan Rate less the Servicing Fee, together
with, without duplication, the aggregate amount of (i) all delinquent interest,
all advances made by the Servicer and not subsequently recovered from the
related Mortgage Loan and (ii) any Reimbursement Amount related to such Mortgage
Loan.

                  Loan Rate: With respect to any HELOC Mortgage Loan and as of
any day, the per annum rate of interest applicable under the related Credit Line
Agreement to the calculation of interest for such day on the Principal Balance
of such HELOC Mortgage Loan. With respect to any Closed End Mortgage Loan and as
of any day, the per annum rate of interest applicable under the related Mortgage
Note to the calculation of interest for such day on the Principal Balance of
such Closed End Mortgage Loan.

                  Loan Rate Cap: With respect to each Mortgage Loan, the lesser
of (i) the Lifetime Rate Cap, if any, or (ii) the applicable state usury
ceiling, if any.

                  London Business Day: A day on which banks are open for dealing
in foreign currency, and exchange in London and New York City.

                  Losses: Any and all out-of-pocket losses, claims, damages,
liabilities or expenses (including reasonable attorneys' fees and disbursements)
directly incurred by any person specified in the Purchase



                                   Annex A-15
<PAGE>

                  Agreement, resulting from transactions entered into under the
Purchase Agreement (other than liability for taxes). Losses must be accounted
for and presented for reimbursement documented in reasonable detail and within a
reasonable time.

                  Managed Amortization Period: With respect to each Class of
Notes, the period commencing on January 18, 2000 and ending on the earlier to
occur of (x) the December 2004 Payment Date and (y) the Payment Date which
immediately precedes the occurrence of a Rapid Amortization Event with respect
to such Class of Notes.

                  Management Agreement: The Management Agreement, dated as of
December 1, 1999, by and between the Company and the Issuer.

                  Management Fee: $500 per month.

                  Manager: The Person acting in such capacity pursuant to the
Management Agreement or its successors or assigns, which shall initially be the
Company.

                  Margin: With respect to each HELOC Mortgage Loan, the fixed
percentage amount set forth in the related Loan Agreement which amount is added
to the Prime Rate in accordance with the terms of the related Loan Agreement to
determine the Loan Rate for such HELOC Mortgage Loan, subject to any maximum.

                  Minimum Monthly Payment: With respect to any Mortgage Loan and
any month, the minimum amount required to be paid by the related Mortgagor in
that month.

                  Moody's: Moody's Investors Service, Inc.

                  Mortgage: The mortgage, deed of trust or other instrument
creating a first or junior lien on an estate in fee simple interest in real
property securing a Mortgage Note or Credit Line Agreement.

                  Mortgage File: The mortgage documents listed in Section 2.01
to the Sale and Servicing Agreement pertaining to a particular Mortgage Loan and
any additional documents required to be added to the Mortgage File pursuant to
the Sale and Servicing Agreement.

                  Mortgage Loan Schedule: With respect to any date, the schedule
of Mortgage Loans included in the Trust on such date. The schedule of Initial
Mortgage Loans as of the Initial Cut-Off Date is the schedule set forth in
Exhibit A to the Sale and Servicing Agreement, which schedule sets forth as to
each such Mortgage Loan, to the extent applicable, (i) the Cut-Off Date
Principal Balance, (ii) the Credit Limit, (iii) the Gross Margin, (iv) the
Lifetime Rate Cap, (v) the account number, (vi) the current Loan Rate, (vii) the
Combined Loan-to-Value Ratio, (viii) a code specifying the property type, (ix) a
code specifying documentation type and (x) a code specifying lien position. The
Mortgage Loan Schedule will be deemed to be amended from time to time to reflect
Additional Balances, Subsequent Mortgage Loans and Eligible Substitute Mortgage
Loans.

                  Mortgage Loans: The mortgage loans originated pursuant to a
Credit Line Agreement and, including any Additional Balances with respect
thereto, as well as any Closed End Loans, that are transferred and assigned to
the Indenture Trustee pursuant to Sections 2.01



                                   Annex A-16
<PAGE>


and 2.10 of the Sale and Servicing Agreement, together with the Related
Documents, exclusive of mortgage loans that are retransferred to the Sponsor or
the Servicer from time to time pursuant to Sections 2.03, 2.05, 2.07 or 3.06 of
the Sale and Servicing Agreement as from time to time are held as a part of the
Trust. The Mortgage Loans originally so held are identified in the Mortgage Loan
Schedule delivered on the Closing Date. The Mortgage Loans shall also include
any Eligible Substitute Mortgage Loans substituted by the Sponsor for a
Defective Mortgage Loan pursuant to Sections 2.03 and 2.05 of the Sale and
Servicing Agreement as well as any Subsequent Mortgage Loans conveyed to the
Trust pursuant to Section 2.10 of the Sale and Servicing Agreement. The term
"Mortgage Loan" includes the terms "HELOC Mortgage Loans" and "Closed End
Mortgage Loans."

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

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

                  Mortgagor: The obligor on a Mortgage Note or Credit Line
Agreement.

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

                  Net Loan Rate: With respect to any Mortgage Loan and as to any
day, the Loan Rate (assuming each HELOC Mortgage Loan is fully indexed) less the
Servicing Fee Rate, the Premium Percentage (multiplied by a fraction, the
numerator of which is the Note Principal Balance of the related Class of Notes
and the denominator of which is the related Pool Balance), the Trustee Fee Rate
and, after the December 2000 Payment Date, 0.50% per annum.

                  Note: A Class A-1 Note or a Class A-2 Note.

                  Note Owner: With respect to a Book-Entry Note, the person who
is the owner of such Book-Entry Note or following the issuance of Definitive
Notes, the registered owner of the Notes.

                  Note Paying Agent: The Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 of the Indenture and is authorized by the Issuer to make payments
to and distributions from the Collection Account, including payment of principal
of or interest on the Notes on behalf of the Issuer.

                  Note Principal Balance: The Class A-1 Note Principal Balance
and/or the Class A-2 Note Principal Balance, as applicable.

                  Note Rate: The Class A-1 Note Rate or the Class A-2 Note Rate,
as applicable.

                  Note Register: As defined in Section 2.3 of the Indenture.

                  Note Registrar: As defined in Section 2.3 of the Indenture.



                                   Annex A-17
<PAGE>


                  Officer's Certificate: A certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1 of the Indenture
Section 314 of the Trust Indenture Act, and delivered to the Indenture Trustee.

                  Opinion of Counsel: One or more opinions of counsel who may,
except as otherwise expressly provided in the Indenture, be employees of or
counsel to the Issuer and, if addressed to the Insurer, satisfactory to the
Insurer, and which shall comply with any applicable requirements of Section 11.1
of the Indenture, and if addressed to the Insurer, shall be satisfactory to the
Insurer.

                  Optional Redemption Date: With respect to each Class of Notes,
the date on which the Sponsor is first able to exercise its right of optional
redemption of such Class of Notes pursuant to Section 10.1(b) of the Indenture.

                  Original Class A Note Principal Balance: The Original Class
A-1 Note Principal Balance or the Original Class A-2 Note Principal Balance.

                  Original Class A-1 Note Principal Balance: $193,275,000.

                  Original Class A-1 Pre-Funded Amount: $38,739,074.00

                  Original Class A-2 Note Principal Balance: $52,370,000.

                  Original Class A-2 Pre-Funded Amount: $11,260,926.00

                  Original Pool Balance: $195,646,146.58.

                  Original Pre-Funded Amount: $50,000,000.00.

                  Outstanding: As of the date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:

                      (i) Notes theretofore canceled by the Note Registrar or
               delivered to the Note Registrar for cancellation;

                      (ii) Notes or portions thereof the payment for which money
               in the necessary amount has been theretofore deposited with the
               Indenture Trustee or any Note Paying Agent in trust for the
               Holders of such Notes (provided, however, that if such Notes are
               to be redeemed, notice of such redemption has been duly given
               pursuant to the Indenture or provision therefor, satisfactory to
               the Indenture Trustee); and

                      (iii) Notes in exchange for or in lieu of other Notes
               which have been authenticated and delivered pursuant to the
               Indenture unless proof satisfactory to the Indenture Trustee is
               presented that any such Notes are held by a bona fide purchaser;

provided, however, that Notes which have been paid with proceeds of the Policy
shall continue to remain Outstanding for purposes of the Indenture until the
Insurer has been paid as subrogee


                                   Annex A-18
<PAGE>


hereunder or reimbursed pursuant to the Insurance Agreement as evidenced by a
written notice from the Insurer delivered to the Indenture Trustee, and the
Insurer shall be deemed to be the Holder thereof to the extent of any payments
thereon made by the Insurer; provided, further, that in determining whether the
Holders of the requisite Outstanding Amount of the Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or under
any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes,
the Sponsor or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
that a Responsible Officer of the Indenture Trustee either actually knows to be
so owned or has received written notice thereof shall be so disregarded. Notes
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Indenture Trustee the
pledgees right so to act with respect to such Notes and that the pledgee is not
the Issuer, any other obligor upon the Notes, the Sponsor or any Affiliate of
any of the foregoing Persons.

                  Outstanding Amount: With respect to any date of determination,
the aggregate Note Principal Balance of all the Notes, or Class of Notes, as
applicable, Outstanding as of such date of determination.

                  Overcollateralization Amount: As applicable, the Pool I
Overcollateralization Amount or the Pool II Overcollateralization Amount.

                  Overcollateralization Deficiency Amount: As applicable, the
Pool I Overcollateralization Deficiency Amount or the Pool II
Overcollateralization Deficiency Amount.

                  Overcollateralization Deficit: As applicable, the Pool I
Overcollateralization Deficit or the Pool II Overcollateralization Deficit.

                  Overcollateralization Reduction Amount: As applicable, the
Pool I Overcollateralization Reduction Amount or the Pool II
Overcollateralization Reduction Amount.

                  Owner Trustee: Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity, but solely as owner trustee under
the Trust Agreement, and any successor Owner Trustee thereunder.

                  Owner Trustee Fee: A fee which is separately agreed to between
the Servicer and the Owner Trustee.

                  Owner Trustee Fee Rate: The per annum rate at which the Owner
Trustee Fee is calculated.

                  Payment Date: The fifteenth day of each month, or if such day
is not a Business Day, then the next Business Day, beginning in the month
immediately following the month of the initial issuance of the Notes.



                                   Annex A-19
<PAGE>


                  Percentage Interest: As to any Note, the percentage obtained
by dividing the principal denomination (or notional amount) of such Note by the
aggregate of the principal denominations (or notional amounts) of all Notes of
the same class.

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

                  Policy: The note guaranty insurance policy No. AB0330BE with
respect to the Class A Notes, dated December 22, 1999, issued by the Insurer to
the Indenture Trustee for the benefit of the Noteholders.

                   Pool:  Pool I or Pool II .

                  Pool Balance: With respect to any date, the Pool I Balance or
the Pool II Balance, as applicable, as of such date.

                  Pool Delinquency Rate: As set forth in the Insurance
Agreement.

                  Pool Factor: A seven-digit decimal which the Servicer shall
compute monthly expressing the related Class A Note Principal Balance as of each
Payment Date (after giving effect to any distribution of principal on such
Payment Date) as a proportion of the Original Class A Note Principal Balance for
the related Class. On the Closing Date, the Pool Factor for each Pool will be
1.0000000. Thereafter, the Pool Factor shall decline to reflect reductions in
the related Class A Note Principal Balance resulting from distributions of
principal to the related Notes.

                  Pool I: The pool of Mortgage Loans identified in the related
Schedules of Mortgage Loans as having been assigned to Pool I, including any
Eligible Substitute Mortgage Loan delivered in the replacement thereof.

                  Pool I Available Funds: With respect to any Payment Date, the
amount then on deposit in the Collection Account with respect to Pool I, after
taking into account the deposits thereto made pursuant to Section 8.6(a) of the
Indenture and the Side Letter Agreement, if any (exclusive of the amount of any
related Insured Payment then on deposit in the Collection Account), less the sum
of the amounts described in clauses (i) and (ii) of Section 8.6(d) of the
Indenture with respect to Pool I on such Payment Date.

                  Pool I Balance: With respect to any date, the sum of (i) the
aggregate of the Principal Balances of all Pool I Mortgage Loans as of such date
and (ii) the related Pre-Funded Amount, if any.

                  Pool I Closed End Mortgage Loans: The Mortgage Loans in Pool I
which are Closed End Mortgage Loans.

                  Pool I Deficiency Amount: Has the meaning specified in Section
8.5(b)(i) of the Indenture.



                                   Annex A-20
<PAGE>


                  Pool I HELOC Mortgage Loans: The Mortgage Loans in Pool I
which are HELOC Mortgage Loans.

                  Pool I Mortgage Loans: With respect to any date, those
Mortgage Loans contained in Pool I.

                  Pool I Net Principal Collections: The excess of (x) Pool I
Principal Collections over (y) the aggregate amount of all related Additional
Balances arising during the related Collection Period; provided, however, that,
in no event will Pool I Net Principal Collections be less than zero with respect
to any Payment Date.

                  Pool I Overcollateralization Amount: As of any Payment Date,
the excess, if any, of (x) the Pool I Balance as of such Payment Date over (y)
the Class A-1 Note Principal Balance as of such Payment Date (after taking into
account any reductions to such Class A-1 Note Principal Balance resulting from
payments made pursuant to clauses (iv) and (v) of Section 8.6(d) of the
Indenture on such Payment Date).

                  Pool I Overcollateralization Deficiency Amount: With respect
to any Payment Date, the difference, if any, between (i) the Pool I Specified
Overcollateralization Amount applicable to such Payment Date and (ii) the Pool I
Overcollateralization Amount applicable to such Payment Date.

                  Pool I Overcollateralization Deficit: With respect to any
Payment Date, the amount, if any, by which (i) the aggregate Class A-1 Note
Principal Balance, after taking into account the payment to the Class A-1
Noteholders of all principal from sources other than the Policy on such Payment
Date, exceeds (ii) the Pool I Balance as of such Payment Date.

                  Pool I Overcollateralization Reduction Amount: With respect to
any Payment Date, the excess of (x) the Pool I Overcollateralization Amount over
(y) the Pool I Specified Overcollateralization Amount assuming that the Class
A-1 Maximum Principal Payment had been distributed to the Class A-1 Noteholders
on such Payment Date.

                  Pool I Principal Collections: The Principal Collections
relating to Pool I.

                  Pool I Specified Overcollateralization Amount: With respect to
any Payment Date, the amount equal to the greater of (I) the sum of (a) the
related Spread Squeeze Amount, (b) 90% of the Principal Balance of Mortgage
Loans in Pool I which are 180 or more days Delinquent as of the close of
business of the last day of the related Collection Period and (c)(i) prior to
the Payment Date in January 2003, 3.50% of the Pool I Balance as of the Closing
Date and (ii) on or after the Payment Date in January 2003 the lesser of (x)
3.50% of the Pool I Balance as of the Closing Date and (y) 7.00% of the Pool I
Balance as of the current Payment Date and (II) the sum of (a) the related
Spread Squeeze Amount and (b) 0.50% of the Pool I Balance as of the Closing
Date; provided, however, that no such reduction described in clause (c)(ii)
shall occur unless (x) as of any such Payment Date, the aggregate cumulative
Liquidation Loss Amounts, with respect to the Pool I Mortgage Loans, are less
than 3.75% of the Pool I Balance as of the Closing Date and (y) as of any such
Payment Date, the related Six Month Rolling Pool Delinquency Rate for Pool I is
less than 2.50%.



                                   Annex A-21
<PAGE>


                  Pool I Total Available Funds: With respect to any Payment
Date, the sum of (i) the Pool I Available Funds, (ii) any Crossover Amount
available from Pool II, (iii) amounts realized from the Pool I
Overcollateralization Amount and (iv) amounts on deposit in the Reserve Fund
(but only to the extent that Pool I Available Funds, plus any Crossover Amount
available from Pool II, are insufficient to pay the amounts specified in clauses
(iii), (v) and (vi) of Section 8.6 of the Indenture with respect to the Class
A-1 Notes), in each case as of such Payment Date.

                  Pool II: The pool of Mortgage Loans identified in the related
Schedules of Mortgage Loans as having been assigned to Pool II, including any
Eligible Substitute Mortgage Loans delivered in replacement thereof.

                  Pool II Available Funds: With respect to any Payment Date, the
amount then on deposit in the Collection Account with respect to Pool II, after
taking into account the deposits thereto made pursuant to Section 8.6(a) of the
Indenture and the Side Letter Agreement, if any (exclusive of the amount of any
related Insured Payment then on deposit in the Collection Account), less the sum
of the amounts described in clauses (i) and (ii) of Section 8.6(d) of the
Indenture with respect to Pool II on such Payment Date.

                  Pool II Balance: With respect to any date, the sum of (i) the
aggregate of the Principal Balances of all Pool II Mortgage Loans as of such
date plus (ii) the related Pre-Funded Amount, if any.

                  Pool II Deficiency Amount: As defined in Section 8.5(b)(ii) of
the Indenture.

                  Pool II HELOC Mortgage Loans: The Mortgage Loans in Pool II
which are HELOC Mortgage Loans.

                  Pool II Mortgage Loans: With respect to any date, those
Mortgage Loans contained in Pool II.

                  Pool II Net Principal Collections: The excess of (x) Pool II
Principal Collections over (y) the aggregate amount of all related Additional
Balances arising during the related Collection Period; provided, however, that,
in no event will Pool II Net Principal Collections be less than zero with
respect to any Payment Date.

                  Pool II Overcollateralization Amount: As of any Payment Date,
the excess, if any, of (x) the Pool II Balance as of such Payment Date over (y)
the Class A-2 Note Principal Balance as of such Payment Date (after taking into
account any reductions to such Class A-2 Note Principal Balance resulting from
payments made pursuant to clauses (iv) and (v) of Section 8.6(d) of the
Indenture on such Payment Date).

                  Pool II Overcollateralization Deficiency Amount: With respect
to any Payment Date, the difference, if any, between (i) the Pool II Specified
Overcollateralization Amount applicable to such Payment Date and (ii) the Pool
II Overcollateralization Amount applicable to such Payment Date.

                  Pool II Overcollateralization Deficit: With respect to any
Payment Date, the amount, if any, by which (i) the aggregate Class A-2 Note
Principal Balance, after taking into account the payment to the Class A-2
Noteholders of all principal from sources other than the Policy on such Payment
Date, exceeds (ii) the Pool II Balance as of such Payment Date.



                                   Annex A-22
<PAGE>


                  Pool II Overcollateralization Reduction Amount: With respect
to any Payment Date, the excess of (x) the Pool II Overcollateralization Amount
over (y) the Pool II Specified Overcollateralization Amount assuming that the
Class A-2 Maximum Principal Payment had been distributed to the Class A-2
Noteholders on such Payment Date.

                  Pool II Principal Collections: The Principal Collections
relating to Pool II.

                  Pool II Specified Overcollateralization Amount: With respect
to any Payment Date, the amount equal to the greater of (I) the sum of (a) the
related Spread Squeeze Amount, (b) 90% of the Principal Balance of Mortgage
Loans in Pool II which are 180 or more days Delinquent as of the close of
business of the last day of the related Collection Period and (c)(i) prior to
the Payment Date in January 2003, 3.50% of the Pool II Balance as of the Closing
Date and (ii) on or after the Payment Date in January 2003 the lesser of (x)
3.50% of the Pool II Balance as of the Closing Date and (y) 7.00% of the Pool II
Balance as of the current Payment Date and (II) the sum of (a) the related
Spread Squeeze Amount and (b) 0.50% of the Pool II Balance as of the Closing
Date; provided, however, that no such reduction described in clause (c)(ii)
shall occur unless (x) as of any such Payment Date, the aggregate cumulative
Liquidation Loss Amounts, with respect to the Pool II Mortgage Loans, are less
than 3.75% of the Pool II Balance as of the Closing Date and (y) as of any such
Payment Date, the related Six Month Rolling Pool Delinquency Rate for Pool II is
less than 2.50%.

                  Pool II Total Available Funds: With respect to any Payment
Date, the sum of (i) the Pool II Available Funds, (ii) any Crossover Amount
available from Pool I, (iii) amounts realized from the Pool II
Overcollateralization Amount and (iv) amounts on deposit in the Reserve Fund
(but only to the extent that Pool II Available Funds, plus any Crossover Amount
available from Pool I, are insufficient to pay the amounts specified in clauses
(iii), (v) and (vi) of Section 8.6 of the Indenture with respect to the Class
A-2 Notes), in each case as of such Payment Date.

                  Predecessor Note: With respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.4 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

                  Preference Amount: As defined in the Policy.

                  Preference Claim: As defined in Section 5.13(b) of the
Indenture.

                  Pre-Funded Amount: As of any date of determination, the amount
on deposit in the Pre-Funding Account.



                                   Annex A-23
<PAGE>



                  Pre-Funding Account: The custodial account or accounts
established and maintained with the Indenture Trustee for the benefit of the
Noteholders pursuant to Section 8.3 of the Indenture. The Pre-Funding Account
shall be an Eligible Account.

                  Pre-Funding Period: The period commencing on the Closing Date
and ending on the earlier of (i) the close of business on the Payment Date in
January 2000 and (ii) the date on which the amount on deposit in the Pre-Funding
Account is less than $100,000.

                  Premium Amount: With respect to the Class A-1 Notes and as to
any Payment Date, the product of (x) one-twelfth of the applicable Premium
Percentage and (y) the Class A-1 Note Principal Balance on such Payment Date
(before taking into account any distributions of the Class A-1 Principal Payment
Amount to be made on such Payment Date). With respect to the Class A-2 Notes and
as to any Payment Date, the product of (x) one-twelfth of the applicable Premium
Percentage and (y) the Class A-2 Note Principal Balance on such Payment Date
(before taking into account any distributions of the Class A-2 Principal Payment
Amount to be made on such Payment Date).

                  Premium Percentage: As defined in the Insurance Agreement.

                  Prime Rate: The interest rate entitled "Prime Rate" in the
published Money Rates table of The Wall Street Journal.

                  Principal Balance: As of any date and with respect to any
Mortgage Loan, the HELOC Principal Balance or the Closed End Principal Balance,
as applicable. For purposes of this definition, a Liquidated Mortgage Loan shall
be deemed to have a Principal Balance equal to the Principal Balance of the
related Mortgage Loan immediately prior to the final recovery of related
Liquidation Proceeds and a Principal Balance of zero thereafter.

                  Principal Collections: With respect to a Pool and as to any
Payment Date, the sum of all payments by or on behalf of Mortgagors and any
other amounts constituting principal (including, but not limited to,
Substitution Amounts and any portion of Insurance Proceeds or Net Liquidation
Proceeds allocable to principal of the applicable Mortgage Loan, but excluding
Foreclosure Profits) collected by the Servicer with respect to such Pool under
the related Mortgage Loans during the related Collection Period. The terms of
the related Loan Agreements shall determine the portion of each payment in
respect of a Mortgage Loan that constitutes principal or interest.

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

                  Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated as of December 1, 1999, by and between the Company and the Sponsor with
respect to the Mortgage Loans.

                  Purchase Date: With respect to a Subsequent Mortgage Loan, the
related Subsequent Transfer Date.



                                   Annex A-24
<PAGE>


                  Purchase Price: With respect to the Principal Balance of the
Initial Mortgage Loans as of the Initial Cut-Off Date (and any Eligible
Substitute Mortgage Loan as of the date delivered), 100%; with respect to the
Principal Balances of all Additional Balances and all Subsequent Mortgage Loans,
100%.

                  Purchase Request: A request for the purchase of Subsequent
Mortgage Loans in the form of Exhibit B to the Purchase Agreement.

                  Purchaser Note: As defined in Section 10.02 of the Purchase
Agreement.

                  Rapid Amortization Period: With respect to each Class of
Notes, the period which immediately follows the end of the Managed Amortization
Period with respect to such Class of Notes.

                  Rating Agency: Each of Moody's and Standard & Poor's. If such
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
Sponsor and the Insurer, notice of which designation shall be given to the
Indenture Trustee. References in any Basic Document to the highest short term
unsecured rating category of a Rating Agency shall means A1+ or better in the
case of Standard & Poor's and P1 or better in the case of Moody's, and in the
case of any other Rating Agency shall mean the ratings such other Rating Agency
deems equivalent to the foregoing ratings. References in any Basic Document to
the highest long-term rating category of a Rating Agency shall mean "AAA" in the
case of Standard & Poor's and "Aaa" in the case of Moody's, and in the case of
any other Rating Agency, the rating such other Rating Agency deems equivalent to
the foregoing ratings.

                  Record Date: The last Business Day preceding the related
Payment Date; provided, however, that following the date on which Definitive
Notes are available, the Record Date shall be the last Business Day of the
calendar month preceding the month in which the related Payment Date occurs.

                  Redemption Date: In the case of a redemption of the Notes
pursuant to Section 10.1 of the Indenture, the Payment Date specified by the
Sponsor pursuant to Section 7.01(b) of the Sale and Servicing Agreement.

                  Redemption Price: In the case of a redemption of the Notes
pursuant to Section 10.1 of the Indenture, an amount equal to the unpaid
principal amount of the then outstanding principal amount of each class of Notes
being redeemed plus accrued and unpaid interest thereon to but excluding the
Redemption Date.

                  Reference Bank Rate: shall be determined on the basis of the
rates at which deposits in U.S. Dollars are offered by the reference banks
(which shall be three major banks that are engaged in transactions in the London
interbank market, selected by the Sponsor after consultation with the Indenture
Trustee) as of 11:00 A.M., London time, on the day that is two LIBOR Business
Days prior to the immediately preceding Payment Date to prime banks in the
London interbank market for a period of one month in amounts approximately equal
to the principal amount of the Notes then outstanding. The Indenture Trustee
will request the principal London office of each of the Reference Banks to
provide a quotation of its rate. If at least two



                                   Annex A-25
<PAGE>

such quotations are provided, the rate will be the arithmetic mean of the
quotations. If on such date fewer than two quotations are provided as requested,
the rate will be the arithmetic mean of the rates quoted by one or more major
banks in New York City, selected by the Sponsor after consultation with the
Indenture Trustee, as of 11:00 A.M., New York City time, on such date for loans
in U.S. Dollars to leading European banks for a period of one month in amounts
approximately equal to the principal amount of the Notes then outstanding. If no
such quotations can be obtained, the rate will be LIBOR for the prior Payment
Date.

                  Reference Banks: Three major banks that are engaged in the
London interbank market, selected by the Sponsor after consultation with the
Indenture Trustee.

                  Related Documents: As defined in Section 2.01 of the Sale and
Servicing Agreement.

                  REO: A Mortgaged Property acquired by the Servicer or any
Sub-Servicer on behalf of the Trust through foreclosure or deed-in-lieu of
foreclosure in connection with a defaulted Mortgage Loan.

                  Repurchase Price: The sum of (a) the product of (i) the
outstanding principal balance of the related Mortgage Loan as of such date of
repurchase and (ii) the related Purchase Price, plus (b) any accrued interest as
of such date.

                  Reserve Fund: The account created and maintained for the
benefit of the Noteholders and the Insurer pursuant to Section 8.5 of the
Indenture.

                  Responsible Officer: With respect to the Indenture Trustee or
any officer of the Indenture Trustee with direct responsibility for the
administration of the Indenture 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.

                  Retransfer Date: As defined in Section 2.07 of the Sale and
Servicing Agreement.

                  Retransfer Notice Date: As defined in Section 2.07 of the Sale
and Servicing Agreement.

                  SAIF: The Savings Association Insurance Fund, as from time to
time constituted, created under the Financial Institutions Reform, Recovery and
Enhancement Act of 1989, or if at any time after the execution of the Indenture,
the Savings Association Insurance Fund is not existing and performing duties now
assigned to it, the body performing such duties on such date.

                  Sale and Servicing Agreement: The Sale and Servicing
Agreement, dated as of December 1, 1999, by and among the Issuer, the Sponsor,
the Servicer and the Indenture Trustee, as the same may be amended or
supplemented from time to time.

                  SEC: The Securities and Exchange Commission and any successor
thereto.

                  Securityholders:  The Noteholders and the Certificateholders.



                                   Annex A-26
<PAGE>


                  Servicer: GreenPoint Mortgage Funding, Inc., a New York
corporation, any successor thereto and, after its termination as Servicer, any
successor.

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

                  Servicing Fee: With respect to any Payment Date and each Pool,
the product of (i) one-twelfth of 0.50% and (ii) the aggregate Principal Balance
of the Mortgage Loans in such Pool on the first day of the Collection Period
preceding such Payment Date (or at the Initial Cut-Off Date with respect to the
first Payment Date).

                  Servicing Fee Rate: 0.50% per annum.

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

                  Side Letter Agreement: The Side Letter Agreement dated as of
December 22, 1999 between the Insurer and the Company.

                  Six Month Rolling Pool Delinquency Rate: With respect to each
Pool, as of any Payment Date beginning with the sixth Payment Date, a number
equal to the average of the related Pool Delinquency Rates for each of the six
immediately preceding Collection Periods.

                  Specified Overcollateralization Amount: As applicable, the
Pool I Specified Overcollateralization Amount or the Pool II Specified
Overcollateralization Amount.

                  Sponsor: GreenPoint Mortgage Securities Inc. or its
successors-in-interest.

                  Spread Squeeze Amount: With respect to Pool I and Pool II, (A)
as of any Payment Date on or prior to the twelfth Payment Date, $0 and (B) as of
any Payment Date after the twelfth Payment Date, a number equal to the product
of (I) two times the positive difference, if any of (x) 1.75% and (y) the
related Spread Squeeze Percentage and (II) the related Pool Balance as of such
Payment Date.

                  Spread Squeeze Percentage: With respect to Pool I and Pool II
and as of any Payment Date after the twelfth Payment Date, a fraction (expressed
as a percentage), the numerator of which is the product of 12 and the related
Available Funds with respect to such Pool for such Payment Date which remain on
deposit in the Collection Account after taking into account the distributions
listed in clauses (i) through (vi) of Section 8.6(d) of the Indenture with
respect to such Pool and such Payment Date and the denominator of which is the
related Pool Balance as of such Payment Date.

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



                                   Annex A-27
<PAGE>


                  Subsequent Cut-Off Date: With respect to any Subsequent
Mortgage Loan, the latter to occur of (x) the opening of business on the first
day of the calendar month in which the related Subsequent Transfer Date occurs
and (y) the date of origination of such Subsequent Mortgage Loan.

                  Subsequent Mortgage Loans: Each HELOC Mortgage Loan acquired
pursuant to Section 2.10 of the Sale and Servicing Agreement with funds on
deposit in the Pre-Funding Account during the Pre-Funding Period on the relate
Subsequent Transfer Date.

                  Subsequent Transfer Agreement: Each acknowledgment by the
Indenture Trustee pursuant to Section 2.10(a) of the Sale and Servicing
Agreement that Subsequent Mortgage Loans have been conveyed by the Sponsor.

                  Subsequent Transfer Date: The date specified in each
Subsequent Transfer Agreement, which shall be at least five days prior to the
related Payment Date.

                  Substitute Cut-Off Date: With respect to any Eligible
Substitute Mortgage Loan, the opening of business on the first day of the
calendar month in which such Eligible Substitute Mortgage Loan is conveyed to
the Trust.

                  Substitution Amounts: In connection with the delivery of any
Eligible Substitute Mortgage Loan, if the outstanding principal amount of such
Eligible Substitute Mortgage Loan as of the applicable Substitute Cut-Off Date
is less than the related Principal Balance of the Mortgage Loan being replaced
as of such Substitute Cut-Off Date, an amount equal to such difference together
with accrued and unpaid interest on such amount calculated at the Loan Rate net
of the Servicing Fee, if any, of the Mortgage Loan being replaced.

                  Telerate Screen Page 3750: The display designated as page 3750
on the Telerate Service (or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks).

                  Termination Date: The latest of (i) the termination of the
Policy and the return of the Policy to the Insurer for cancellation, (ii) the
date on which the Insurer shall have received payment and performance of all
Insurer Issuer Secured obligations and (iii) the date on which the Indenture
Trustee shall have received payment and performance of all Indenture Trustee
Issuer Secured Obligations.

                  Total Available Funds: The Pool I Total Available Funds or the
Pool II Total Available Funds.

                  Transfer Date: With respect to each Eligible Substitute
Mortgage Loan, the date on which such Eligible Substitute Mortgage Loan shall
have been transferred to the Trust.



                                   Annex A-28
<PAGE>


                  Trust Agreement: The Trust Agreement, dated as of December 1,
1999, by and between the Sponsor and the Owner Trustee, as the same may be
amended and supplemented from time to time.

                  Trust Indenture Act or TIA: The Trust Indenture Act of 1939,
as amended and as in force on the date hereof, unless otherwise specifically
provided.

                  Trust Property: All property and proceeds conveyed pursuant to
Section 2.01 of the Sale and Servicing Agreement, and certain other rights under
that Agreement.

                  Trustee Fee: A fee which is separately agreed to between the
Servicer and the Indenture Trustee.

                  Trustee Fee Rate: The per annum rate at which the Trustee Fee
is calculated.

                  UCC: Unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from time
to time.

                  Weighted Average Net Loan Rate: As to any Collection Period
and with respect to each Pool, the average of the daily Net Loan Rate for each
Mortgage Loan in such Pool for each day during the related Billing Cycle,
weighted on the basis of the daily average of the related Principal Balances for
each day in such Billing Cycle for each Mortgage Loan as determined by the
Servicer in accordance with the Servicer's normal servicing procedures.




                                   Annex A-29
<PAGE>



                                                                       EXHIBIT A

                                 [Form of Note]

REGISTERED                                                          $193,275,000

No. A-1                                                    CUSIP NO. 395385 AA 5

                  Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

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

                    GREENPOINT HOME EQUITY LOAN TRUST 1999-2

                   CLASS A-1 VARIABLE RATE ASSET BACKED NOTES

                  GreenPoint Home Equity Loan Trust 1999-2, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of One Hundred Ninety-three Million,
Two Hundred Seventy-five Thousand Dollars and No Cents ($193,275,000.00), such
amount payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $193,275,000.00 and the
denominator of which is $193,275,000.00 by (ii) the aggregate amount, if any,
payable from the Collection Account in respect of principal on the Notes
pursuant to Section 8.6 of the Indenture; provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the Payment
Date in December 2025 (the "Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum provided in the Indenture on each
Payment Date on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date). Interest on this Note will accrue for each Payment Date
from the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, if no interest has yet been paid, from December
22, 1999. Interest will be computed on the basis of the actual number of days
elapsed in a 360-day year. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

                  The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to



                                      A-1
<PAGE>


interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by Ambac Assurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of the Insured Payments with respect to the Class A-1 Notes on each
Payment Date, all as more fully set forth in the Indenture.

                  For purposes of federal income, state and local income and
franchise and any other income taxes, the Issuer will treat the Notes as
indebtedness of the Sponsor and hereby instructs the Indenture Trustee to treat
the Notes as indebtedness of the Sponsor for federal and state tax reporting
purposes. Each Noteholder by acceptance of a Note (and each owner of a
beneficial interest in a Note by acceptance of such beneficial interest) agrees
to treat the Notes for federal income, state and local income and franchise and
any other income taxes as indebtedness of the Sponsor.

                  Each Noteholder or Note Owner, by acceptance of this Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Sponsor, the Servicer, the Indenture
Trustee, or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any owner, beneficiary, agent,
officer, director or employee of the Sponsor, the Servicer, the Indenture
Trustee, or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Sponsor, the Servicer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Sponsor, the
Servicer, the Indenture Trustee, or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 Variable Rate Asset Backed Notes (herein
called the "Class A-1 Notes"), all issued under an Indenture dated as of
December 1, 1999 (such indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and Bank One, National Association, as
trustee (the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture



                                      A-2
<PAGE>

Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

                  The Class A-1 Notes and the Class A-2 Notes (together, the
"Notes") are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture.

                  Principal of the Class A-1 Notes will be payable on each
Payment Date in an amount described in the Indenture. "Payment Date" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing January 18, 2000. The term "Payment
Date," shall be deemed to include the Final Scheduled Payment Date.

                  As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Payment Date
and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Notwithstanding the foregoing, on the date on which a Rapid Amortization Period
as described in Section 5.1(a) shall have occurred and be continuing and the
Indenture Trustee or the Holders representing more than 50% of the Outstanding
Amount of the Notes, with the prior written consent of the Insurer (so long as
there is no continuing default by the Insurer in the performance of its
obligations under the Policy) shall have the right among others to direct the
Indenture Trustee to sell or liquidate the Pool I Mortgage Loans as provided in
Section 12.1 of the Indenture and pay such amounts to the Class A-1 Notes. All
principal payments on the Class A-1 Notes shall be made pro rata to the Class
A-1 Noteholders entitled thereto. The Policy will cover any amounts by which
such remaining net proceeds are insufficient to pay the Class A-1 Principal
Balance, together with all accrued and unpaid interest thereon.

                  Payments of interest on this Note due and payable on each
Payment Date, together with the installment of principal, if any, to the extent
not in full payment of this Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Holder hereof as of the Record Date preceding such Payment Date by notice mailed
prior to such Payment Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.



                                      A-3
<PAGE>


                  The Issuer shall pay interest on overdue installments of
interest at the Class A-1 Interest Rate to the extent lawful.

                  As provided in the Indenture, the Class A-1 Notes may be
redeemed pursuant to Section 10.1 of the Indenture, in whole, but not in part,
at the option of the Sponsor (with the consent of the Insurer under certain
circumstances), on any Payment Date on or after the date on which the Class A-1
Note Principal Balance is less than or equal to 10% of the Original Class A-1
Note Principal Balance.

                  As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar
which requirements include membership or participation in Securities Transfer
Agents Medallion Program ("Stamp") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Sponsor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any owner, beneficiary, agent,
officer, director or employee of the Sponsor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Sponsor, the Servicer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Sponsor, the
Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will not at
any time institute against the Sponsor, or the Issuer or join in any institution
against the Sponsor, or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United



                                      A-4
<PAGE>


States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of
the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Indenture Trustee nor any such agent shall be affected by notice to the
contrary.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Holders of Notes representing a majority of the Outstanding Amount of all Notes
at the time Outstanding. Any such consent or waiver by the Holder of this Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder but with the consent of the Insurer.

                  The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

                  The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

                  This Note and the Indenture shall be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and indemnifications
have been made by the Issuer for the sole purposes of binding the interests of
the Issuer in the assets of the Issuer. The Holder of this Note by the
acceptance



                                      A-5
<PAGE>


hereof agrees that except as expressly provided in the Indenture or
the Basic Documents in the case of a Rapid Amortization Event with respect to
the Class A-1 Notes under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



                                      A-6
<PAGE>



                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.

Date:  December 22, 1999        GREENPOINT HOME EQUITY LOAN TRUST 1999-2

                                By: Wilmington Trust Company, not in its
                                    individual capacity but
                                    solely as Owner Trustee

                                By: ____________________________________________
                                    Name:
                                    Title:







                                      A-7
<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

Date:  December 22, 1999        BANK ONE, NATIONAL ASSOCIATION, not in its
                                individual capacity but solely as
                                Indenture Trustee,



                                By:____________________________________
                                         Authorized Signatory











                                      A-8
<PAGE>



                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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

                     --------------------------------------
                         (name and address of assignee)

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

Dated:_______________________               __________________________________/1
                                                  Signature Guaranteed:







___________________________

1\NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.


                                      A-9
<PAGE>


                                                                       EXHIBIT B

                                 [Form of Note]

REGISTERED                                                           $52,370,000

No. A-2                                                    CUSIP NO. 395385 AB 3

                  Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

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

                    GREENPOINT HOME EQUITY LOAN TRUST 1999-2

                   CLASS A-2 VARIABLE RATE ASSET BACKED NOTES

                  GreenPoint Home Equity Loan Trust 1999-2, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of Fifty-two Million, Three Hundred
Seventy Thousand Dollars and No Cents ($52,370,000.00), such amount payable on
each Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $52,370,000.00 and the denominator of which
is $52,370,000.00 by (ii) the aggregate amount, if any, payable from the
Collection Account in respect of principal on the Notes pursuant to Section 8.6
of the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the Payment Date in December 2025 (the
"Final Scheduled Payment Date"). The Issuer will pay interest on this Note at
the rate per annum provided in the Indenture on each Payment Date on the
principal amount of this Note outstanding on the preceding Payment Date (after
giving effect to all payments of principal made on the preceding Payment Date).
Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, if no interest has yet been paid, from December 22, 1999. Interest will be
computed on the basis of the actual number of days elapsed in a 360-day year.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

                  The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to




                                      B-1
<PAGE>

interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by Ambac Assurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of the Insured Payments with respect to the Class A-2 Notes on each
Payment Date, all as more fully set forth in the Indenture.

                  For purposes of federal income, state and local income and
franchise and any other income taxes, the Issuer will treat the Notes as
indebtedness of the Sponsor and hereby instructs the Indenture Trustee to treat
the Notes as indebtedness of the Sponsor for federal and state tax reporting
purposes. Each Noteholder by acceptance of a Note (and each owner of a
beneficial interest in a Note by acceptance of such beneficial interest) agrees
to treat the Notes for federal income, state and local income and franchise and
any other income taxes as indebtedness of the Sponsor.

                  Each Noteholder or Note Owner, by acceptance of this Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Sponsor, the Servicer, the Indenture
Trustee, or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any owner, beneficiary, agent,
officer, director or employee of the Sponsor, the Servicer, the Indenture
Trustee, or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Sponsor, the Servicer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Sponsor, the
Servicer, the Indenture Trustee, or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 Variable Rate Asset Backed Notes (herein
called the "Class A-2 Notes"), all issued under an Indenture dated as of
December 1, 1999 (such indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and Bank One, National Association, as
trustee (the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture



                                      B-2
<PAGE>


Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

                  The Class A-1 Notes and the Class A-2 Notes (together, the
"Notes") are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture.

                  Principal of the Class A-2 Notes will be payable on each
Payment Date in an amount described in the Indenture. "Payment Date" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing January 18, 2000. The term "Payment
Date," shall be deemed to include the Final Scheduled Payment Date.

                  As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Payment Date
and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Notwithstanding the foregoing, on the date on which a Rapid Amortization Period
as described in Section 5.1(a) shall have occurred and be continuing and the
Indenture Trustee or the Holders representing more than 50% of the Outstanding
Amount of the Notes, with the prior written consent of the Insurer (so long as
there is no continuing default by the Insurer in the performance of its
obligations under the Policy) shall have the right among others to direct the
Indenture Trustee to sell or liquidate the Pool II Mortgage Loans as provided in
Section 12.1 of the Indenture and pay such amounts to the Class A-2 Notes. All
principal payments on the Class A-2 Notes shall be made pro rata to the Class
A-2 Noteholders entitled thereto. The Policy will cover any amounts by which
such remaining net proceeds are insufficient to pay the Class A-2 Principal
Balance, together with all accrued and unpaid interest thereon.

                  Payments of interest on this Note due and payable on each
Payment Date, together with the installment of principal, if any, to the extent
not in full payment of this Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Holder hereof as of the Record Date preceding such Payment Date by notice mailed
prior to such Payment Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.



                                      B-3
<PAGE>


                  The Issuer shall pay interest on overdue installments of
interest at the Class A-2 Interest Rate to the extent lawful.

                  As provided in the Indenture, the Class A-2 Notes may be
redeemed pursuant to Section 10.1 of the Indenture, in whole, but not in part,
at the option of the Sponsor (with the consent of the Insurer under certain
circumstances), on any Payment Date on or after the date on which the Class A-2
Note Principal Balance is less than or equal to 10% of the Original Class A-2
Note Principal Balance.

                  As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar
which requirements include membership or participation in Securities Transfer
Agents Medallion Program ("Stamp") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Sponsor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any owner, beneficiary, agent,
officer, director or employee of the Sponsor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Sponsor, the Servicer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Sponsor, the
Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will not at
any time institute against the Sponsor, or the Issuer or join in any institution
against the Sponsor, or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United



                                      B-4
<PAGE>


States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of
the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Indenture Trustee nor any such agent shall be affected by notice to the
contrary.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Holders of Notes representing a majority of the Outstanding Amount of all Notes
at the time Outstanding. Any such consent or waiver by the Holder of this Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder but with the consent of the Insurer.

                  The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

                  The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

                  This Note and the Indenture shall be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and indemnifications
have been made by the Issuer for the sole purposes of binding the interests of
the Issuer in the assets of the Issuer. The Holder of this Note by the
acceptance



                                      B-5
<PAGE>


hereof agrees that except as expressly provided in the Indenture or the Basic
Documents in the case of a Rapid Amortization Event with respect to the Class
A-2 Notes under the Indenture, the Holder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.







                                      B-6
<PAGE>


                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.

Date:  December 22, 1999          GREENPOINT HOME EQUITY LOAN TRUST 1999-2

                                  By: Wilmington Trust Company, not in its
                                      individual capacity but solely as
                                      Owner Trustee


                                  By:__________________________________________
                                     Name:
                                     Title:






                                      B-7
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

Date:  December 22, 1999           BANK ONE, NATIONAL ASSOCIATION, not in its
                                   individual capacity but solely as
                                   Indenture Trustee,

                                   By:__________________________________________
                                             Authorized Signatory








                                      B-8
<PAGE>


                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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

                     --------------------------------------
                         (name and address of assignee)

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

Dated:_________________________                  _____________________________/1
                                                      Signature Guaranteed:




___________________________________
1\NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.