Exhibit 10.1

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



                        MORTGAGE LOAN PURCHASE AGREEMENT


                                     Between


                       GREENPOINT MORTGAGE FUNDING, INC.,


                                    as Seller


                                       and


                       GREENPOINT MORTGAGE SECURITIES LLC,


                                  as Purchaser


                           Dated as of ________, 200_



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

<PAGE>


                                Table of Contents


                                                                            Page
                                                                            ----

ARTICLE I Definitions .........................................................1

ARTICLE II Procedures for Purchase of Mortgage Loans; Conditions
             Precedent; Settlements............................................1

   Section 2.01.      PURCHASE AND SALE........................................1
   Section 2.02.      DELIVERY OF DOCUMENTS; PURCHASE OF MORTGAGE LOANS........1
   Section 2.03.      [RESERVED]...............................................2
   Section 2.04.      [RESERVED]...............................................2
   Section 2.05.      SURVIVAL OF REPRESENTATIONS..............................2
   Section 2.06.      PROCEEDS OF MORTGAGE LOANS...............................3
   Section 2.07.      DEFECTIVE MORTGAGE LOANS.................................3

ARTICLE III Intent of Parties; Security Interest...............................3

   Section 3.01.      INTENT OF PARTIES; SECURITY INTEREST.....................3

ARTICLE IV Representations and Warranties......................................3

   Section 4.01.      REPRESENTATIONS AND WARRANTIES OF SELLER.................3
   Section 4.02.      REPRESENTATIONS AND WARRANTIES REGARDING MORTGAGE
                        LOANS..................................................5
   Section 4.03.      REPRESENTATIONS AND WARRANTIES OF PURCHASER.............16
   Section 4.04.      REMEDIES FOR BREACH OF REPRESENTATIONS AND
                        WARRANTIES; REPURCHASE OBLIGATION.....................17

ARTICLE V Covenants and Warranties of Seller..................................18

   Section 5.01.      AFFIRMATIVE COVENANTS...................................18
   Section 5.02.      NEGATIVE COVENANTS......................................20

ARTICLE VI Sale of Mortgage Loans from the Purchaser to the Trust.............21

   Section 6.01.      SALE AND SERVICING AGREEMENT............................21

ARTICLE VII Seller's Servicing Obligations....................................22

   Section 7.01.      SELLER'S SERVICING OBLIGATIONS..........................22

ARTICLE VIII Fees and Expenses................................................22


ARTICLE IX Termination; Additional Remedies...................................23


ARTICLE X Payment of Purchase Price...........................................23

   Section 10.01.     PURCHASE PRICE PAYMENTS.................................23
   Section 10.02.     THE PURCHASER NOTE......................................23

ARTICLE XI Confidentiality....................................................24

ARTICLE XII Term .............................................................25

ARTICLE XIII Exclusive Benefit of Parties; Assignment.........................25

ARTICLE XIV Amendment; Waivers................................................25



                                       i
<PAGE>


ARTICLE XV Execution in Counterparts..........................................25

ARTICLE XVI Effect of Invalidity of Provisions................................25

ARTICLE XVII Governing Law....................................................26

ARTICLE XVIII Notices ........................................................26

ARTICLE XIX Entire Agreement..................................................26

ARTICLE XX Indemnities........................................................26

ARTICLE XXI RESPA Obligations.................................................27

ARTICLE XXII Survival ........................................................28

ARTICLE XXIII Right of Set-off................................................28

ARTICLE XXIV Consent to Service...............................................28

ARTICLE XXV Submission to Jurisdiction; Waiver of Trial by Jury...............28

ARTICLE XXVI Construction.....................................................29

ARTICLE XXVII Further Agreements..............................................29

EXHIBIT A    Form of Non-Negotiable GreenPoint Mortgage Securities LLC
             Promissory Note

SCHEDULE I:  Mortgage Loan Schedule








                                       ii
<PAGE>


                  MORTGAGE LOAN  PURCHASE  AGREEMENT  ("AGREEMENT")  dated as of
________, 200_ between GreenPoint Mortgage Funding, Inc., a New York corporation
("SELLER"), and GreenPoint Mortgage Securities LLC, a Delaware limited liability
company ("PURCHASER").

                  WHEREAS,  Seller  desires to sell to  Purchaser  the  Mortgage
Loans (as hereinafter defined),  and Purchaser desires to purchase such Mortgage
Loans in accordance with the terms and conditions set forth in this Agreement.

                  NOW,  THEREFORE,  the parties,  in  consideration  of good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, and intending to be legally bound, hereby agree as follows:


                                    ARTICLE I

                                   Definitions

                  All capitalized terms used in this Agreement and not otherwise
defined  herein,  shall  have the  meanings  assigned  thereto in Annex A to the
Indenture  dated as of  ________,  200_,  between  the Issuer and the  Indenture
Trustee, as the same may be amended and supplemented from time to time.


                                   ARTICLE II

         Procedures  for  Purchase  of  Mortgage  Loans;  Conditions  Precedent;
Settlements

                  Section  2.01.  PURCHASE AND SALE.  (a) On the Closing Date in
consideration  for the  Purchase  Price  the  Seller  hereby  sells,  transfers,
assigns, sets over and otherwise conveys to the Purchaser, without recourse, all
of its right,  title and  interest  in, to and under,  whether  now  existing or
hereafter created,  (i) each Mortgage Loan, including its Principal Balance (and
any Additional  Balances) and all collections in respect thereof  received after
the Cut-Off Date (excluding Interest  Collections due on or prior to the Cut-off
Date);  (ii)  property  that  secured  an  Mortgage  Loan  that is  acquired  by
foreclosure or deed in lieu of foreclosure;  (iii) the Seller's rights under the
related  hazard  insurance  policies;  and (iv) all proceeds with respect to the
foregoing  (collectively,  the  "PURCHASED  ASSETS").  The Purchase Price on the
Closing Date shall be payable in a combination  of cash and credit for a capital
contribution made to the Purchaser by the Seller.

                  (b) To the extent that the fair market value of any Additional
Balance  sold  by  the  Seller  to  the  Purchaser  is  greater  than  the  cash
consideration paid by the Purchaser for such Additional Balance,  the difference
between such fair market value and the amount of such cash  consideration  shall
be deemed to be a combination of a credit for a capital contribution made to the
Purchaser by the Seller and an increase in the principal amount of the Purchaser
Note pursuant to Article X.

                  Section  2.02.  DELIVERY  OF  DOCUMENTS;  PURCHASE OF MORTGAGE
LOANS. Prior to the purchase of the Mortgage Loans:


<PAGE>


                  (a) Seller shall have  delivered to the Purchaser or any agent
appointed by the Purchaser the Mortgage File for each of the Mortgage Loans.

                  (b)  Purchaser  shall have  received a Mortgage  Loan Schedule
pertaining to the related Mortgage Loans.

                  (c) Purchaser shall have received copies of the resolutions of
the  Board of  Directors  of  Seller,  certified  by its  respective  Secretary,
approving this Agreement.

                  (d)  Purchaser   shall  have  received  the   Certificate   of
Incorporation  of Seller certified by the Secretary of State of the State of New
York.

                  (e)  Purchaser  shall  have  received  a  certificate  of  the
Secretary  or  Assistant  Secretary  of  Seller  certifying  (i) the  names  and
signatures of the officers  authorized on its behalf to execute this  Agreement,
and any other  documents  to be  delivered  by it  hereunder  and (ii) a copy of
Seller's By-laws.

                  (f)  Purchaser  shall have  received  an opinion of counsel to
Seller as to the due authorization, execution and delivery by the Seller of this
Agreement  and  as  to  the  validity  and   enforceability   of  the  transfers
contemplated  hereunder and  addressing  such other matters as the Purchaser may
reasonably request.

                  (g)  Seller  shall  have  instructed  the  applicable  debtor,
trustee,   paying  agent,   authenticating  agent,  transfer  agent,  registrar,
predecessor  in  interest,  owner  (if the  Mortgage  Loans are in the form of a
security  agreement),  or servicer,  if any, in respect of the related  Mortgage
Loans to reflect on their books and records the transfer of such Mortgage  Loans
to Purchaser,  as owner or secured party (if the Mortgage  Loans are in the form
of a security agreement).

                  (h) Purchaser  shall have  received the most recent  available
standard  servicing or lien reports in summary form, if any, with respect to all
of the mortgages in Seller's portfolio similar to the Mortgage Loans.

                  (i) The  Purchaser  shall be permitted to perform its standard
loan review of each Mortgage Loan to be purchased.

                  (j) UCC-1  financing  statements  duly  executed  by Seller as
debtor shall have been filed in New York naming the  Purchaser as secured  party
and the Indenture Trustee on behalf of the Trust as assignee.

                  Section 2.03. [RESERVED]

                  Section 2.04. [RESERVED].

                  Section  2.05.  SURVIVAL  OF  REPRESENTATIONS.  The  terms and
conditions  of the purchase of each  Mortgage Loan shall be as set forth in this
Agreement.  Seller will be deemed on the Closing  Date to have made to Purchaser
the  representations  and  warranties  set forth in  Article  IV hereof and such
representations  and warranties of Seller shall be true and correct on



                                       2
<PAGE>


and  as  of  the  Closing   Date.  In  addition,   Seller  shall   reaffirm  the
representations  and  warranties   contained  in  Article  IV  on  the  date  of
disposition  of the  Mortgage  Loans by the  Purchaser  pursuant to the Sale and
Servicing Agreement.

                  Section  2.06.  PROCEEDS OF MORTGAGE  LOANS.  The transfer and
sale  hereby of all of the  Seller's  right,  title and  interest in and to each
Mortgage  Loan  shall  include  all  proceeds,   products  and  profits  derived
therefrom, including, without limitation, all scheduled payments of principal of
and  interest  on such  Mortgage  Loans and other  amounts  due or payable or to
become due or  payable  in respect  thereof  and  proceeds  thereof,  including,
without limitation,  all moneys, goods and other tangible or intangible property
received upon the liquidation or sale thereof.

                  Section 2.07.  DEFECTIVE  MORTGAGE LOANS. If any Mortgage Loan
is re-transferred to the Purchaser  pursuant to Section 2.03 or 2.05 of the Sale
and Servicing Agreement, the Seller shall, at the Purchaser's option, either (a)
repurchase  such  Mortgage Loan at the Loan  Purchase  Price,  or (b) provide an
Eligible Substitute Mortgage Loan if the Seller has any such loans available for
sale at the time,  subject to the terms and conditions of the Sale and Servicing
Agreement.


                                  ARTICLE III

                      Intent of Parties; Security Interest

                  Section 3.01. INTENT OF PARTIES; SECURITY INTEREST.  Purchaser
and Seller  confirm that the  transactions  contemplated  herein are intended as
purchases  and sales  rather than as loan  transactions.  In the event,  for any
reason, and solely in such event, any transaction  hereunder is construed by any
court  or  regulatory  authority  as a loan or  other  purchase  and sale of the
related  Purchased  Assets,  Seller  shall be deemed to have  hereby  pledged to
Purchaser as security for the  performance  by Seller of all of its  obligations
from time to time arising  hereunder  and under any and all  Purchases  effected
pursuant  thereto,  and shall be deemed to have  granted to Purchaser a security
interest  in, the  related  Purchased  Assets and all  distributions  in respect
thereof,  and the proceeds of any and all of the foregoing  whether now owned or
hereafter  acquired,  (collectively,  the  "COLLATERAL").  In furtherance of the
foregoing,  (i) this  Agreement  shall  constitute  a security  agreement,  (ii)
Purchaser  shall have all of the rights of a secured  party with  respect to the
Collateral  pursuant  to  applicable  law and (iii)  Seller  shall  execute  all
documents, including, but not limited to, financing statements under the Uniform
Commercial Code as in effect in any applicable  jurisdictions,  as the Purchaser
may reasonably  require to effectively  perfect and evidence  Purchaser's  first
priority  security  interest in the  Collateral.  Seller also  covenants  not to
pledge, assign or grant any security interest to any other party in any Mortgage
Loan sold to Purchaser.


                                   ARTICLE IV

                         Representations and Warranties

                  Section 4.01.  REPRESENTATIONS  AND WARRANTIES OF SELLER.  The
Seller  represents,  warrants and  covenants to the  Purchaser as of the Closing
Date that:



                                       3
<PAGE>


          (i)  the  Seller  is  duly  organized,  validly  existing  and in good
     standing under the laws of the State of New York and is duly authorized and
     qualified to transact any and all business  contemplated  by this Agreement
     to be conducted by the Seller in any state in which a Mortgaged Property is
     located  to the  extent  necessary  to ensure  the  enforceability  of each
     Mortgage Loan and the servicing of the Mortgage Loan in accordance with the
     terms of this Agreement;

          (ii) the Seller has the full corporate  power and authority to service
     each Mortgage Loan, and to execute,  deliver and perform, and to enter into
     and  consummate  the  transactions  contemplated  by this Agreement and the
     execution,  delivery and  performance  of this  Agreement by the Seller has
     been duly authorized by all necessary  corporate  action on the part of the
     Seller; and this Agreement,  assuming the due authorization,  execution and
     delivery thereof by the Purchaser,  constitutes a legal,  valid and binding
     obligation of the Seller, enforceable against the Seller in accordance with
     its  respective  terms,  except to the extent  that (a) the  enforceability
     thereof  may  be  limited  by  federal  or  state  bankruptcy,  insolvency,
     moratorium,  receivership  and other  similar laws  relating to  creditors'
     rights generally and (b) the remedy of specific  performance and injunctive
     and  other  forms of  equitable  relief  may be  subject  to the  equitable
     defenses and to the  discretion  of the court  before which any  proceeding
     therefor may be brought;

          (iii) the execution and delivery of this Agreement by the Seller,  the
     servicing of the Mortgage Loans by the Seller  hereunder,  the consummation
     by the Seller of the transactions herein contemplated,  and the fulfillment
     by the Seller of or compliance by the Seller with the terms hereof will not
     (A) result in a breach of any term or  provision  of the charter or by-laws
     of the  Seller or (B)  conflict  with,  result in a  breach,  violation  or
     acceleration  of,  or result  in a  default  under,  the terms of any other
     material agreement or instrument to which the Seller is a party or by which
     it may be bound,  or any statute,  order or  regulation  applicable  to the
     Seller of any court, regulatory body, administrative agency or governmental
     body having jurisdiction over the Seller, which breach, violation,  default
     or non-compliance would have a material adverse effect on (a) the business,
     operations,  financial condition,  properties or assets of the Seller taken
     as a whole or (b) the  ability  of the Seller to  perform  its  obligations
     under this  Agreement;  and the  Seller is not a party to,  bound by, or in
     material  breach  or  violation  of any  indenture  or other  agreement  or
     instrument,  or  subject  to or in  violation  of  any  statute,  order  or
     regulation  of  any  court,  regulatory  body,   administrative  agency  or
     governmental  body  having  jurisdiction  over  it,  which  materially  and
     adversely  affects  or,  to the  Seller's  knowledge,  would in the  future
     reasonably be expected to materially and adversely affect,  (x) the ability
     of the Seller to perform its  obligations  under this  Agreement or (y) the
     business,  operations,  financial  condition,  properties  or assets of the
     Seller taken as a whole;

          (iv) the Seller is, and currently  intends to remain, in good standing
     and  qualified to do business in each  jurisdiction  where failure to be so
     qualified  or  licensed  would  have a material  adverse  effect on (a) the
     business,  operations,  financial  condition,  properties  or assets of the
     Seller taken as a whole or (b) the  enforceability  of any Mortgage Loan or
     the servicing of the Mortgage  Loans in  accordance  with the terms of this
     Agreement;



                                       4
<PAGE>


          (v) there is no litigation or administrative proceeding pending or, to
     the  Seller's  best  knowledge,  threatened  against  the Seller that would
     materially and adversely affect the execution,  delivery or  enforceability
     of this  Agreement  or the  ability of the Seller to service  the  Mortgage
     Loans or for the Seller to perform any of its other  obligations  hereunder
     in accordance with the terms hereof;

          (vi) no  consent,  approval,  authorization  or order of any  court or
     governmental  agency or body is required  for the  execution,  delivery and
     performance  by the  Seller of, or  compliance  by the  Seller  with,  this
     Agreement or the consummation of the transactions  contemplated  hereby, or
     if any such  consent,  approval,  authorization  or order not relating to a
     future transaction is required, the Seller has obtained the same;

          (vii) the Seller has caused to be performed  any and all acts required
     to preserve  the rights and  remedies  of the  Purchaser  in any  insurance
     policies of the Seller or a mortgagee applicable to the Mortgage Loans sold
     by the Seller; and

          (viii) the Seller is solvent and will not be rendered insolvent by the
     transactions  described herein and, after giving effect to the transactions
     described  herein,  the Seller will not be left with an unreasonably  small
     amount  of  capital  with  which to engage  in the  ordinary  course of its
     business,  and the  Seller  does not  intend to incur,  nor does the Seller
     believe  that it has  incurred,  debts  beyond  its  ability to pay as they
     mature.  The Seller does not  contemplate  the  commencement of insolvency,
     liquidation or consolidation  proceedings or the appointment of a receiver,
     liquidator,  conservator,  trustee  or similar  official  in respect of the
     Seller or any of its respective assets.

                  Section  4.02.   REPRESENTATIONS   AND  WARRANTIES   REGARDING
MORTGAGE  LOANS.  (a) Seller  represents  and  warrants to  Purchaser  as of the
Closing Date with respect to each Mortgage Loan as follows:

          (i) As of the Closing Date with  respect to the Mortgage  Loans and as
     of the  related  Transfer  Date with  respect  to any  Eligible  Substitute
     Mortgage  Loans and with respect to any HELOC Mortgage Loan, as of the date
     any  Additional  Balance  is  created,  the  information  set  forth in the
     Mortgage Loan  Schedule for such Mortgage  Loans is true and correct in all
     material respects;

          (ii) Each Mortgage Loan is being serviced by the Servicer and is being
     serviced in compliance with applicable law;

          (iii) The  applicable  Cut-Off  Date  Principal  Balance  has not been
     assigned  or  pledged,  and the Seller is the sole owner and holder of such
     Cut-Off Date Principal Balance free and clear of any and all liens, claims,
     encumbrances,   participation  interests,  equities,  pledges,  charges  or
     security interests of any nature,  and has full right and authority,  under
     all  governmental  and  regulatory  bodies  having  jurisdiction  over  the
     ownership of the applicable Mortgage Loans, to sell, assign or transfer the
     same pursuant to this  Agreement and upon its  acquisition  of the Mortgage
     Loans,  as of the  Closing  Date,  the  Sponsor  will be the sole owner and
     holder of such  Mortgage  Loans free and clear of any and all liens claims,
     encumbrances,  participating  interests,  equities,  pledges,  charges,  or
     security interests of any nature;



                                       5
<PAGE>


          (iv) Except with respect to liens  released  immediately  prior to the
     transfer herein contemplated,  each Credit Line Agreement and each Mortgage
     Note and related  Mortgage has not been assigned or pledged and immediately
     prior to the transfer and assignment herein  contemplated,  the Seller held
     good,  marketable  and  indefeasible  title to,  and was the sole owner and
     holder of, each  Mortgage  Loan  subject to no liens,  charges,  mortgages,
     claims, participation interests, equities, pledges or security interests of
     any nature, encumbrances or rights of others (collectively,  a "LIEN"); the
     Seller has full right and authority under all  governmental  and regulatory
     bodies  having  jurisdiction  over the  Seller,  subject to no  interest or
     participation of, or agreement with, any party, to sell and assign the same
     pursuant  to  this  Agreement;  and  immediately  upon  the  transfers  and
     assignments herein  contemplated,  the Seller shall have transferred all of
     its  right,  title  and  interest  in and to  each  Mortgage  Loan  and the
     Purchaser will hold good, marketable and indefeasible title, to, and be the
     sole owner of, each Mortgage Loan subject to no Liens;

          (v) As of the Closing Date with respect to the Mortgage  Loans and the
     applicable  Transfer Date with respect to any Eligible  Substitute Mortgage
     Loans, the related Mortgage is a valid, enforceable and subsisting first or
     second lien,  as set forth on the Mortgage  Loan  Schedule  with respect to
     each related Mortgaged Property,  and as of the applicable Cut-Off Date the
     related Mortgaged  Property is free and clear of all encumbrances and liens
     having  priority  over the first or second  lien,  as  applicable,  of such
     Mortgage except for liens for (i) real estate taxes and special assessments
     not yet delinquent;  (ii) any first mortgage loan secured by such Mortgaged
     Property and  specified on the Mortgage  Loan  Schedule;  (iii)  covenants,
     conditions and restrictions,  rights of way, easements and other matters of
     public record as of the date of recording  that are  acceptable to mortgage
     lending institutions generally or specifically reflected in the appraisals;
     and (iv) other matters to which like properties are commonly  subject which
     do not materially  interfere with the benefits of the security  intended to
     be provided by such Mortgage;

          (vi) As of and after the  Closing  Date with  respect to the  Mortgage
     Loans and as of and after the applicable  Transfer Date with respect to any
     Eligible  Substitute Mortgage Loans, there is no valid right to rescission,
     offset,  defense  (including the defense of usury) or  counterclaim  of any
     obligor under any Loan Agreement or Mortgage;

          (vii) As of the Closing Date with  respect to the  Mortgage  Loans and
     the  applicable  Transfer  Date with  respect  to any  Eligible  Substitute
     Mortgage  Loans,  there is no  delinquent  recording or other tax or fee or
     assessment lien against any related Mortgaged Property;

          (viii) As of the Closing Date with  respect to the Mortgage  Loans and
     the  applicable  Transfer  Date with  respect  to any  Eligible  Substitute
     Mortgage Loans,  there is no proceeding pending or threatened for the total
     or partial condemnation of any Mortgaged Property, nor is such a proceeding
     currently  occurring,  and such property is in good repair and is undamaged
     by waste, fire, earthquake or earth movement, windstorm, flood, other types
     of water damage,  tornado or other casualty,  so as to affect adversely the
     value of the  Mortgaged  Property as security for the Mortgage  Loan or the
     use for which the premises were intended;



                                       6
<PAGE>


          (ix) As of the Closing Date with respect to the Mortgage Loans and the
     applicable  Transfer Date with respect to any Eligible  Substitute Mortgage
     Loans,  there are no  mechanics' or similar liens or claims which have been
     filed for work, labor or material  affecting the related Mortgaged Property
     which  are,  or may be,  liens  prior or  equal to the lien of the  related
     Mortgage and no rights are outstanding which could give rise to such liens,
     except liens which are fully insured against by the title insurance  policy
     or other title protection referred to in clause (xiv);

          (x) No  Minimum  Monthly  Payment  is more  than  59  days  delinquent
     (measured on a contractual basis);

          (xi) As of the Closing Date with respect to the Mortgage Loans and the
     applicable  Transfer Date with respect to any Eligible  Substitute Mortgage
     Loans,  for each Mortgage Loan, the related  Mortgage File contains each of
     the documents and instruments specified to be included therein;

          (xii)  The  related  Loan  Agreement  and  the  related   Mortgage  at
     origination  complied in all material respects with applicable state, local
     and  federal  laws and  regulations,  including,  without  limitation,  all
     applicable  predatory and abusive  lending laws,  usury,  truth-in-lending,
     real estate settlement procedures, consumer credit protection, equal credit
     opportunity,  recording or disclosure laws applicable to the Mortgage Loans
     and consummation of the transactions contemplated hereby, including without
     limitation the receipt of interest,  will not involve the violation of such
     laws;

          (xiii) On the Closing Date with  respect to the Mortgage  Loans and to
     the extent not already included in such filing, on the applicable  Transfer
     Date with respect to any Eligible Substitute Mortgage Loans, the Seller has
     filed UCC-1 financing statements with respect to such Mortgage Loans;

          (xiv) A lender's policy of title  insurance,  expressClose.com  lender
     master  protection  program  (standard  mortgage  guaranty) or a commitment
     (binder) to issue the same or an attorney's certificate or opinion of title
     was effective on the date of the origination of each mortgage loan and each
     such policy or certificate or opinion of title is valid and remains in full
     force and effect;

          (xv) As of the Closing Date with respect to the Mortgage Loans and the
     applicable  Transfer Date with respect to any Eligible  Substitute Mortgage
     Loans, none of the Mortgaged  Properties is a mobile home or a manufactured
     housing unit;

          (xvi) As of the  Cut-Off  Date  for the  Mortgage  Loans no more  than
     approximately _____% of the Mortgage Loans (by Pool Balance) are secured by
     Mortgaged Properties located in one United States postal zip code;

          (xvii) The Combined Loan-to-Value Ratio for each Mortgage Loan was not
     in excess of 100%;

          (xviii) No selection  procedure that  identified the Mortgage Loans as
     being less  desirable  or valuable  than other  comparable  mortgage  loans
     originated or acquired by the



                                       7
<PAGE>


     Seller  was  utilized  in  selecting  the  Mortgage  Loans  for sale to the
     Purchaser;  PROVIDED,  HOWEVER,  that the Mortgage Loans were selected from
     the pool of mortgage  loans  originated  in  connection  with the  Seller's
     mortgage loan origination program;

          (xix)  The  Seller  has not  transferred  the  Mortgage  Loans  to the
     Purchaser with any intent to hinder, delay or defraud any of its creditors;

          (xx) The Minimum  Monthly Payment with respect to any Mortgage Loan is
     not less  than the  interest  accrued  at the  applicable  Loan Rate on the
     average daily Principal  Balance during the interest period relating to the
     date on which such Minimum Monthly Payment is due;

          (xxi) As of the Closing Date with  respect to the  Mortgage  Loans and
     the  applicable  Transfer  Date with  respect  to any  Eligible  Substitute
     Mortgage  Loans,  each Loan Agreement and each Mortgage Loan is genuine and
     is a legal,  valid,  binding  and  enforceable  obligation  of the  related
     Mortgagor,  except as the  enforceability  thereof  may be  limited  by the
     bankruptcy,   insolvency  or  similar  laws  affecting   creditors'  rights
     generally;

          (xxii) As of the Closing Date with  respect to the Mortgage  Loans and
     the  applicable  Transfer  Date with  respect  to any  Eligible  Substitute
     Mortgage Loans,  there has been no default,  breach,  violation or event of
     acceleration  of any senior  mortgage loan related to a Mortgaged  Property
     that has not been cured by a party other than the Servicer;

          (xxiii) The terms of each  Mortgage  Note and each  Mortgage  have not
     been  impaired,  altered or  modified in any  respect,  except by a written
     instrument  which (if such instrument is secured by real property) has been
     recorded, if necessary,  to protect the interest of the Noteholders and the
     Insurer  and  which  has  been  delivered  to the  Indenture  Trustee.  The
     substance  of any such  alteration  or  modification  is  reflected  on the
     related  Mortgage  Loan  Schedule  and has  been  approved  by the  primary
     mortgage guaranty insurer, if any;

          (xxiv) The  definition  of "prime rate" in each Credit Line  Agreement
     relating  to a HELOC  Mortgage  Loan does not  differ  materially  from the
     definition  in the form of Credit Line  Agreement  in Exhibit D to the Sale
     and Servicing Agreement;

          (xxv) The weighted average  remaining term to maturity of the Mortgage
     Loans on a contractual basis as of the Cut-Off Date is approximately  _____
     months.  On each date that the Loan Rates  relating to HELOC Mortgage Loans
     have been adjusted,  interest rate  adjustments on the HELOC Mortgage Loans
     were  made in  compliance  with  the  related  Mortgages  and  Credit  Line
     Agreement  and  applicable  law and all required  notices of interest  rate
     adjustments were sent to each Mortgagor on a timely basis. Over the term of
     each HELOC  Mortgage  Loan,  the Loan Rate may not exceed the related  Loan
     Rate Cap, if any. The Loan Rate Cap for each of the HELOC Mortgage Loans is
     _____%. With respect to the HELOC Mortgage Loans, the margins range between
     ______% and _____% and the weighted average margin is approximately ______%
     as of the Cut-Off Date.  The Loan Rates on the Mortgage Loans range between
     ______% and  ______%,  and the  weighted  average Loan Rate on the Mortgage
     Loans is approximately ______%;



                                       8
<PAGE>


          (xxvi) As of the Closing Date with  respect to the Mortgage  Loans and
     the  applicable  Transfer  Date with  respect  to any  Eligible  Substitute
     Mortgage Loans, each Mortgaged Property consists of a single parcel of real
     property with a one-to-four unit single family  residence  erected thereon,
     or an  individual  condominium  unit,  planned  unit  development  unit  or
     townhouse;

          (xxvii) No more than  approximately  ______% (by Pool  Balance) of the
     Mortgage  Loans  are  secured  by  real  property  improved  by  individual
     condominium  units,  planned  development  units,  manufactured  housing or
     two-to-four  family residences erected thereon,  and approximately  ______%
     (by Pool Balance) of the Mortgage Loans are secured by real property with a
     one-family residence erected thereon;

          (xxviii) Each  Mortgage Note  evidencing a Closed End Mortgage Loan is
     comprised of one original  promissory  note and each such  promissory  note
     constitutes an  "instrument"  for purposes of Section  9-102(A)(47)  of the
     UCC. There is no obligation on the part of the Seller or any other party to
     make  payments in addition to those made by the  Mortgagor  with respect to
     the Closed End Mortgage Loans;

          (xxix) The Credit  Limits on the HELOC  Mortgage  Loans range  between
     $_______  and  $_______  with an average  of  approximately  $_______.  The
     average  Credit Limit  Utilization  Rate  (weighted by Credit Limit) of the
     HELOC Mortgage Loans is approximately _____%. The Principal Balances on the
     Mortgage  Loans range between  approximately  $_______ and $_______ with an
     average of approximately $_______;

          (xxx) Approximately _____% of the Mortgage Loans are second liens, and
     either (A) no consent for each  Mortgage Loan was required by the holder of
     the related  senior lien, if any, prior to the making of such Mortgage Loan
     or (B) such  consent  has been  obtained  and is  contained  in the related
     Mortgage File;

          (xxxi) This  Agreement  constitutes a valid transfer and assignment to
     the Purchaser of all right,  title and interest of the Seller in and to the
     Cut-Off Date  Principal  Balances with respect to the  applicable  Mortgage
     Loans,  all  monies  due or to  become  due with  respect  thereto  and all
     proceeds  of such  Cut-Off  Date  Principal  Balances  with  respect to the
     Mortgage  Loans and such  funds as are from time to time  deposited  in the
     Collection  Account  (excluding  any investment  earnings  thereon) and all
     other property  specified in the definition of "Trust" as being part of the
     corpus  of the  Trust  conveyed  to the  Trust,  and upon  payment  for the
     Additional Balances, will constitute a valid transfer and assignment to the
     Purchaser  of all  right,  title and  interest  of the Seller in and to the
     Additional Balances,  all monies due or to become due with respect thereto,
     and all  proceeds  of such  Additional  Balances  and  all  other  property
     specified in the definition of "Trust" relating to the Additional Balances;

          (xxxiii)  As of the Closing  Date no  Mortgage  Loan is the subject of
     foreclosure  proceedings  and, to the best of the Sponsor's  knowledge,  no
     obligor of any of the Mortgage Loans has filed for  bankruptcy  protection.
     As of the applicable Transfer Date, no Eligible Substitute Mortgage Loan is
     the subject of foreclosure proceedings and, to the best of the



                                       9
<PAGE>


     Sponsor's knowledge,  no obligor of any of the Eligible Substitute Mortgage
     Loans has filed for bankruptcy protection;

          (xxxiii) The proceeds of each Closed End Mortgage Loan have been fully
     disbursed,  and there is no obligation on the part of the mortgagee to make
     future advances  thereunder.  Any and all  requirements as to completion of
     any on-site or off-site  improvements and as to disbursements of any escrow
     funds  therefor  have been  complied  with.  All costs,  fees and  expenses
     incurred in making or closing or recording  such Closed End Mortgage  Loans
     were paid;

          (xxxiv) Each Mortgage  contains  customary and enforceable  provisions
     which render the rights and remedies of the holder thereof adequate for the
     realization  against the related Mortgaged  Property of the benefits of the
     security,  including (A) in the case of a Mortgage  designated as a deed of
     trust, by trustee's sale and (B) otherwise by judicial foreclosure. Subject
     to applicable state law, there is no homestead or other exemption available
     to the Mortgagor which would  materially  interfere with the rights to sell
     the Mortgaged  Property at a trustee's  sale or the right to foreclose upon
     the related Mortgage;

          (xxxv) As of the Closing Date with  respect to the Mortgage  Loans and
     the  applicable  Transfer  Date with  respect  to any  Eligible  Substitute
     Mortgage Loan, except for events  permissible  under Section  4.02(a)(x) of
     this  Agreement,  there  is no  default,  breach,  violation  or  event  of
     acceleration  existing under any Mortgage or the related  Mortgage Note and
     no event which,  with the passage of time or with notice and the expiration
     of any grace or cure period, would constitute a default,  breach, violation
     or event of  acceleration;  and the  Seller  has not  waived  any  default,
     breach, violation or event of acceleration;

          (xxxvi)  To the best  knowledge  of the  Seller,  all  parties  to the
     Mortgage  Note and the Mortgage had legal  capacity to execute the Mortgage
     Note and the Mortgage and each  Mortgage  Note and Mortgage  have been duly
     and properly  executed by such parties;  Each Mortgage and Mortgage Note is
     the legal,  valid and binding  obligation  of the related  Mortgagor and is
     enforceable by the Purchaser or any transferor of the Purchaser against the
     Mortgagor in accordance with its terms, except only as such enforcement may
     be limited by bankruptcy, insolvency,  reorganization,  moratorium or other
     similar laws affecting the enforcement of creditors'  rights  generally and
     by law; there is only one originally  executed Mortgage Note or Credit Line
     Agreement and promissory Note, as applicable, for each Mortgage Loan;

          (xxxvii) As of the Cut-Off  Date no more than  approximately  ____% of
     the Principal  Balance of the Mortgage Loans represent  Mortgage Loans with
     respect to which the related Mortgagor had a Credit Score of ___ or less at
     the time of origination or whose Credit Score was unavailable.

          (xxxviii) As of the Closing  Date with  respect to the Mortgage  Loans
     and the  applicable  Transfer Date with respect to any Eligible  Substitute
     Mortgage Loan, no Mortgagor has been released,  in whole or in part, except
     in connection  with an assumption  agreement which has been approved by the
     applicable title insurer (to the extent required by such title insurer) and
     which is part of the Mortgage File delivered to the Indenture Trustee;



                                       10
<PAGE>


          (xxix) At the time of  origination  of each Mortgage Loan, the related
     prior lien was not more than 30 days  delinquent.  Additionally,  as of the
     Closing Date, no senior mortgage loan on the related Mortgaged Property was
     more than 59 days delinquent;

          (xl) All required inspections,  licenses and certificates with respect
     to the use and occupancy of all occupied  portions of all property securing
     the Mortgages have been made, obtained or issued, as applicable;

          (xli) If the improvements securing a Mortgage Loan were in a federally
     designated  special flood hazard area as of the date of origination,  flood
     insurance to the extent  required in Section 3.04 of the Sale and Servicing
     Agreement covers the related  Mortgaged  Property (either by coverage under
     the federal flood insurance program or by coverage by private insurers);

          (xlii) With respect to each Mortgage Loan, the related prior lien does
     not provide for negative amortization;

          (xliii) With respect to each Mortgage  Loan,  the maturity date of the
     Mortgage  Loan is prior to the maturity  date of the related  prior lien if
     such prior lien provides for a balloon payment;

          (xliv) All amounts received after the Cut-Off Date with respect to the
     Mortgage  Loans to which the Seller is not entitled will be deposited  into
     the Collection Account within one Business Day after the Closing Date;

          (xlv) Each Mortgage Loan is secured by a property  having an appraised
     value as of origination of $_______ or less;

          (xlvi) Except for events  permissible under Section 4.02(a)(x) of this
     Agreement,  there  are no  defaults  in  complying  with  the  terms of the
     Mortgage,  and either (1) any taxes,  governmental  assessments,  insurance
     premiums,  water,  sewer  and  municipal  charges  or  ground  rents  which
     previously  became due and owing have been paid,  or (2) an escrow of funds
     has been  established  in an amount  sufficient  to pay for every such item
     which  remains  unpaid and which has been  assessed  but is not yet due and
     payable.  There are no defaults in  complying  with the terms of any senior
     mortgage  on the  related  Mortgaged  Property  that have not been cured by
     anyone  other than the  Servicer,  except for any payment  defaults of less
     than 30 days.  Except  for  payments  in the  nature  of  escrow  payments,
     including without limitation,  taxes and insurance payments, the Seller has
     not advanced funds, or induced, solicited or knowingly received any advance
     of funds by a party other than the Mortgagor,  directly or indirectly,  for
     the  payment  of any  amount  required  by the  Mortgage  Note,  except for
     interest   accruing  from  the  date  of  the  Mortgage  Note  or  date  of
     disbursement  of the Mortgage  proceeds,  whichever is greater,  to the day
     which  precedes  by one  month  the Due Date of the  first  installment  of
     principal and interest;

          (xlvii) With respect to each Mortgage Loan, the improvements upon each
     Mortgaged  Property  are covered by a valid and existing  hazard  insurance
     policy with a carrier  generally  acceptable  to the Servicer that provides
     for fire and extended coverage  representing coverage not less than (a) the
     Credit Limit of such HELOC  Mortgage Loan or



                                       11
<PAGE>


     (b) the Cut-Off Date Principal  Balance of such Closed End Mortgage Loan or
     (c) the maximum insurable value of the Mortgaged Property;

          (xlviii) No  misrepresentation  of a material fact or fraud in respect
     of the  origination,  modification  or amendment  of any Mortgage  Loan has
     taken place on the part of any person, including,  without limitation,  the
     related  Mortgagor,  any  appraiser,  any builder or developer or any party
     involved in the origination of such Mortgage Loan;

          (xlix) With respect to the Mortgage  Loans,  the terms of the Mortgage
     Note and the Mortgage  have not been  impaired,  altered or modified in any
     material respect, except by a written instrument which has been recorded or
     is in the process of being recorded, if necessary, to protect the interests
     of the Insurer and the Purchaser and which has been or will be delivered to
     the Indenture Trustee on behalf of the Purchaser;  and no Mortgage has been
     satisfied,  cancelled or rescinded,  in whole or in part, and the Mortgaged
     Property  securing the Mortgage has not been  released from the lien of the
     Mortgage,  in whole or in part, nor has any  instrument  been executed that
     would effect any such release, cancellation or rescission;

          (li) As of the Cut-Off  Date,  no  Mortgage  Loan is more than 59 days
     delinquent in payment of principal and interest;

          (li) Except for Mortgage  Loans that are  delinquent for a time period
     less  than  that set  forth in (l)  above,  there  is no  default,  breach,
     violation  or event of  acceleration  existing  under any  Mortgage  or the
     related Mortgage Note and no event which,  with the passage of time or with
     notice and the expiration of any grace or cure period,  would  constitute a
     default,  breach,  violation  or event of  acceleration;  and  neither  the
     Seller,  nor any other  entity  involved  in  originating  or  servicing  a
     Mortgage  Loan,  has  waived any  default,  breach,  violation  or event of
     acceleration;

          (lii) None of the Mortgage Loans is a cooperative share mortgage;

          (liii) Each  appraisal  of a Mortgage  Loan that was used to determine
     the  appraised  value  of the  related  Mortgaged  Property  was  conducted
     generally  in  accordance  with  the  Seller's  mortgage  loan  origination
     program(s) and customary  industry  standards and included an assessment of
     the fair market value of the related mortgaged  property at the time of the
     appraisal.  The  Mortgage  File  contains an  appraisal  of the  applicable
     Mortgaged Property;

          (liv) All individual  insurance  policies contain a standard mortgagee
     clause naming the Servicer,  its successors and assigns, as mortgagee.  All
     premiums  thereon have been paid.  Each  Mortgage  obligates  the Mortgagor
     thereunder  to maintain  all such  insurance  at the  Mortgagor's  cost and
     expense,  and upon the Mortgagor's  failure to do so, authorizes the holder
     of the Mortgage to obtain and maintain  such  insurance at the  Mortgagor's
     cost and expense and to seek reimbursement therefor from the Mortgagor;

          (lv) Any  advances  made after the date of  origination  of a Mortgage
     Loan  but  prior  to the  Cut-Off  Date  have  been  consolidated  with the
     outstanding  principal  amount  secured by the  related  Mortgage,  and the
     secured principal amount, as consolidated, bears a



                                       12
<PAGE>


     single  interest rate and single  repayment  term reflected on the Mortgage
     Loan  Schedule.  The  consolidated  principal  amount  does not  exceed the
     original principal amount of the related Mortgage Loan;

          (lvi)  No  improvement  located  on or  being  part  of any  Mortgaged
     Property is in violation of any applicable  zoning law or  regulation.  All
     inspections,  licenses and certificates  required to be made or issued with
     respect to all  occupied  portions of each  Mortgaged  Property  and,  with
     respect to the use and  occupancy of the same,  including,  but not limited
     to, certificates of occupancy and fire underwriting certificates, have been
     made or  obtained  from the  appropriate  authorities  and  such  Mortgaged
     Property is lawfully occupied under the applicable law and all improvements
     which were included for the purpose of determining  the appraised  value of
     the  Mortgaged  Property  lie wholly  within the  boundaries  and  building
     restriction  lines  of such  property,  and no  improvements  on  adjoining
     property encroach upon the Mortgage Property;

          (lvii) The proceeds of each fixed rate and balloon  Mortgage Loan have
     been  fully  disbursed  and  there  is no  obligation  on the  part  of the
     mortgagee to make future advances  thereunder and any and all  requirements
     as to  completion  of  any  on-site  or  off-site  improvements  and  as to
     disbursement  of any escrow funds  therefor  have been complied  with.  All
     costs,  fees and  expenses  incurred in making,  closing or  recording  the
     Mortgage Loans were paid and the Mortgagor is not entitled to any refund of
     amounts paid or due under the Mortgage Note;

          (lviii) No Mortgage Loan has a shared  appreciation  feature, or other
     contingent interest feature;

          (lix) All parties  which have had any interest in the  Mortgage  Loan,
     whether as originator,  mortgagee, assignee, pledgee or otherwise, are (or,
     during the period in which they held and disposed of such interest,  were):
     (A) organized under the laws of such state, or (B) qualified to do business
     in such state,  or (C) federal  savings and loan  associations  or national
     banks having principal  offices in such state, or (D) not doing business in
     such  state  so as to  require  qualification  or  licensing,  or  (E)  not
     otherwise  required  or  licensed  in such  state.  To the best of Seller's
     knowledge,  all parties  which have had any interest in the  Mortgage  Loan
     were in compliance  with any and all applicable  licensing  requirements of
     the laws of the state wherein the Mortgaged Property is located or were not
     required to be licensed in such state;

          (lx) Each document or instrument in the related  Mortgage File is in a
     form  generally  acceptable  to prudent  mortgage  lenders  that  regularly
     originate or purchase  mortgage loans  comparable to the Mortgage Loans for
     sale to prudent  investors in the secondary  market that invest in mortgage
     loans such as the Mortgage Loans;

          (lxi)  Each  original   Mortgage  was  recorded  and  all   subsequent
     assignments  of the original  Mortgage  (other than the  assignment  to the
     Purchaser) have been recorded in the appropriate jurisdictions wherein such
     recordation  is necessary to perfect the lien thereof as against  creditors
     of the Seller, or is in the process of being recorded;



                                       13
<PAGE>


          (lxii) No Mortgage Loan was originated under a buydown plan;

          (lxiii) No Mortgage  Loan is subject to the  requirements  of the Home
     Ownership and Equity Protection Act of 1994 ("HOEPA") or is in violation of
     any state or municipal law comparable to HOEPA;

          (lxiv) The Servicer for each Mortgage Loan will  accurately  and fully
     report its  borrower  credit files to all three  credit  repositories  in a
     timely manner;

          (lxv) No  proceeds  from  any  Mortgage  Loan  were  used to  purchase
     single-premium credit insurance policies;

          (lxvi) No Mortgage Loan has a prepayment penalty term longer than five
     years after its origination;

          (lxvii) Each Mortgage  Loan  conforms,  and all Mortgage  Loans in the
     aggregate conform,  in all material respects,  to the descriptions  thereof
     set forth in the Prospectus Supplement;

          (lxviii) Each Mortgage Loan was originated on or after ________, 200_;

          (lxix) The Seller  represents  and warrants that the Seller  currently
     operates or actively  participates in an on-going business (A) to originate
     single  family  mortgage  loans  ("LOANS"),  and/or  (B) to  make  periodic
     purchases of Loans from originators or sellers,  and/or (C) to issue and/or
     purchase  securities  or bonds  supported by the Loans,  a portion of which
     Loans are made to borrowers who are:

               (a) low-income  families (families with incomes of 80% or less of
               area median income) living in low-income areas (a census tract or
               block  numbering  area in which the median income does not exceed
               80 percent of the area median income); or

               (b) very  low-income  families  (families  with incomes of 60% or
               less of area median income).

          (lxx) Each Mortgage  contains a provision for the  acceleration of the
     payment of the unpaid principal balance of the related Mortgage Loan in the
     event the related  Mortgaged  Property is sold or  transferred  without the
     prior consent of the mortgagee thereunder;

          (lxxi) Each Mortgage Loan was originated  substantially  in accordance
     with Seller's  underwriting  criteria,  which  conform to the  underwriting
     criteria set forth in the Prospectus Supplement;

          (lxxii)  There  exists no  violation  of any  local,  state or federal
     environmental  law, rule or regulation in respect of any Mortgaged Property
     which  violation has or could have a material  adverse effect on the market
     value of such  Mortgaged  Property.  Seller has no knowledge of any pending
     action or  proceeding  directly  involving any such  Mortgaged  Property in
     which  compliance  with any  environmental  law,  rule or  regulation is in
     issue; and,



                                       14
<PAGE>


     to the best of Seller's  knowledge,  nothing  further remains to be done to
     satisfy  in full all  requirements  of each  such law,  rule or  regulation
     constituting a prerequisite  to the use and enjoyment of any such Mortgaged
     Property;

          (lxxiii) The Seller has caused or will cause to be  performed  any and
     all acts  required to be  performed  to preserve the rights and remedies of
     the Indenture Trustee in any insurance policies  applicable to the Mortgage
     Loans  including,   without  limitation,  any  necessary  notifications  of
     insurers,  assignment of policies or interests therein,  and establishments
     of  co-insured,  joint  loss  payee  and  mortgagee  rights in favor of the
     Indenture Trustee;

          (lxxiv) The related  Mortgage  Note is not and has not been secured by
     any  collateral,  pledged  account or other security except the lien of the
     corresponding Mortgage;

          (lxxv) There is no  obligation  on the part of the Seller or any other
     party to make payments in addition to those made by the Mortgagor;

          (lxxvi) With respect to each Mortgage  constituting a deed of trust, a
     trustee,  duly  qualified  under  existing  law to serve as such,  has been
     properly  designated and currently so serves and is named in such Mortgage,
     and no fees or expenses are or will become  payable by the  Noteholders  or
     the Trust to the trustee under the deed of trust, except in connection with
     a trustee's sale after default by the Mortgagor;

          (lxxvii)  Each  Mortgagor  has executed a statement to the effect that
     such Mortgagor has received all disclosure  materials  including the notice
     of the right of cancellation or rescission  required by applicable law with
     respect to the making of the  Mortgage  Loan and any waiver of any right of
     cancellation  or  rescission  exercised by the  Mortgagor was in accordance
     with applicable law and is binding on the Mortgagor;

          (lxxviii)  The  security  interest  created  pursuant to Section  3.01
     hereof is a valid and continuing  security interest (as defined in the UCC)
     in favor of the Purchaser in the property sold, transferred,  assigned, set
     over and otherwise  conveyed  from the Seller to the Purchaser  pursuant to
     this Agreement,  which security interest is prior to all other Liens and is
     enforceable as such against creditors of and purchasers from the Seller;

          (lxxix) The Seller has not  authorized  the filing of and is not aware
     of any financing  statements  against the Seller that include a description
     of collateral covering the property sold,  transferred,  assigned, set over
     and otherwise  conveyed  from the Seller to the Purchaser  pursuant to this
     Agreement  other than any  financing  statement  relating  to the  security
     interest granted to the Purchaser hereunder that has not been terminated;

          (lxxx) The  Seller is not aware of any  judgment  or tax lien  filings
     against it;

          (xxxi)  None  of  the  Mortgage  Notes  has  any  marks  or  notations
     indicating that they have been pledged,  assigned or otherwise  conveyed to
     any Person other than the Issuer.

          (lxxxii) The pool tape from which the selection of the Mortgage  Loans
     being  acquired on the Closing Date was made  available to the  accountants
     that are providing a



                                       15
<PAGE>


     comfort letter to the Issuer in connection  with the Prospectus  Supplement
     and  with  respect  to the  Mortgage  Loans  as of the  Closing  Date,  the
     information  on the pool tape was  complete and accurate as of its date and
     included a description of the same Mortgage Loans that are described on the
     Schedule  of  Mortgage  Loans and the  payments  due  thereunder  as of the
     Closing Date;

          (lxxxiii) With respect to each Mortgage Loan, the payments required of
     the  related  Mortgagor  will be such that the  Mortgage  Loan  will  fully
     amortize over its amortization term; and

          (lxxxiv) The Sale, transfer, assignment and conveyance of the Mortgage
     Loans by the Seller to the Purchaser pursuant to the Mortgage Loan Purchase
     Agreement  is not  subject  to and  will  not  result  in any  tax,  fee or
     governmental  charge payable by the Seller, the Sponsor,  the Issuer or the
     Indenture  Trustee to any federal,  state or local  governments  ("TRANSFER
     TAXES") other than Transfer  Taxes which have or will have been paid by the
     Sponsor as due; PROVIDED, that in the event that the Trust or the Indenture
     Trustee  receives  actual  notice of any Transfer  Taxes arising out of the
     transfer, assignment or conveyance of the Mortgage Loans, on written demand
     by the Issuer or the  Indenture  Trustee,  or upon the  Seller's  otherwise
     being given  notice  thereof by the Issuer or the  Indenture  Trustee,  the
     Seller  shall  pay,  and  otherwise  indemnify  and  hold the  Issuer,  the
     Indenture Trustee and the Insurer harmless, on an after-tax basis, from and
     against  any  and  all  Transfer  Taxes,  it  being   understood  that  the
     Noteholders,  the Issuer,  the Indenture Trustee and the Insurer shall have
     no obligation to pay any such Transfer Taxes.

With respect to the  representations  and  warranties  set forth in this Section
4.02  that are made to the best of the  Seller's  knowledge  or as to which  the
Seller has no knowledge, if it is discovered by the Purchaser, the Servicer, the
Insurer or a Responsible  Officer of the Indenture Trustee that the substance of
such  representation  and warranty is inaccurate and such inaccuracy  materially
and   adversely   affects  the  value  of  the  related   Mortgage   Loan  then,
notwithstanding  the Seller's lack of knowledge with respect to the substance of
such representation and warranty being inaccurate at the time the representation
or warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation or warranty.  Notwithstanding  the foregoing,  a breach of any of
the  representations  and warranties set forth in clauses (lxiii) through (lxvi)
of this Section 4.02 will be deemed to materially and adversely affect the value
of the related Mortgage Loan.

                  Section  4.03.  REPRESENTATIONS  AND  WARRANTIES OF PURCHASER.
Purchaser  hereby makes the following  representations  and warranties,  each of
which  representations  and  warranties (i) is material and being relied upon by
Seller and (ii) is true in all respects as of the date of this Agreement:

          (i)  Purchaser has been duly  organized  and is validly  existing as a
     limited liability company under the laws of the State of Delaware.

          (ii)  Purchaser has the requisite  power and authority and legal right
     to execute and deliver,  engage in the  transactions  contemplated  by, and
     perform and  observe the terms and  conditions  of,  this  Agreement  to be
     performed by it.



                                       16
<PAGE>


          (iii)  This  Agreement  has  been  duly  authorized  and  executed  by
     Purchaser,   is  valid,   binding  and  enforceable  against  Purchaser  in
     accordance with its terms,  and the execution,  delivery and performance by
     Purchaser of this  Agreement  does not conflict  with any material  term or
     provision of any other  agreement to which Purchaser is a party or any term
     or provision of the certificate of formation or the operating  agreement of
     the  Purchaser,  or  any  law,  rule,  equation,   order,  judgment,  writ,
     injunction or decree applicable to Purchaser of any court, regulatory body,
     administrative   agency  or  governmental  body  having  jurisdiction  over
     Purchaser.

          (iv) No consent, approval,  authorization or order of, registration or
     filing with, or notice to any  governmental  authority or court is required
     under  applicable  law in  connection  with the  execution  and delivery by
     Purchaser of this Agreement.

          (v) There is no action, proceeding or investigation pending or, to the
     best knowledge of Purchaser, threatened against Purchaser before any court,
     administrative  agency or other  tribunal (i) asserting  the  invalidity of
     this  Agreement,  (ii)  seeking to prevent the  consummation  of any of the
     transactions  contemplated by this  Agreement,  or (iii) which is likely to
     materially  and  adversely  affect  the  performance  by  Purchaser  of its
     obligations under, or the validity or enforceability of, this Agreement.

          (vi) Each  purchase of Mortgage  Loans  hereunder  shall  constitute a
     representation by Purchaser to Seller that Purchaser understands,  and that
     Purchaser  has such  knowledge  and  experience  in financial  and business
     matters  that it is  capable  of  evaluating  the  merits and risks of, its
     investment in the relevant Mortgage Loans.

                  Section  4.04.  REMEDIES  FOR  BREACH OF  REPRESENTATIONS  AND
WARRANTIES;  REPURCHASE  OBLIGATION.  It  is  understood  and  agreed  that  the
representations and warranties set forth in Sections 4.01 and 4.02 shall survive
each sale of Mortgage  Loans to the  Purchaser and shall inure to the benefit of
the Purchaser and  subsequent  transferees  and  assignees  notwithstanding  any
restrictive  or qualified  endorsement  on any Mortgage  Note or  Assignment  of
Mortgage  or the  examination  or failure to examine  any  Mortgage  File.  With
respect to the  representations  and  warranties  contained in Sections 4.01 and
4.02  which  are made to the best of the  Seller's  knowledge  or to the  actual
knowledge of the Seller, if it is discovered by either the Seller, the Indenture
Trustee  or  the  Issuer,   or  the   Purchaser   that  the  substance  of  such
representation  and warranty is inaccurate  and such  inaccuracy  materially and
adversely  affects the value of the  related  Mortgage  Loan or the  Purchaser's
interest  therein,  then  notwithstanding  the Seller's  lack of knowledge  with
respect to the inaccuracy at the time the  representation  or warranty was made,
the Seller shall  repurchase the related  Mortgage Loan in accordance  with this
Section  4.04 as if the  applicable  representation  or warranty  was  breached,
subject to the terms and  conditions of the Sale and Servicing  Agreement.  Upon
discovery  by either  the  Seller,  the  Indenture  Trustee,  the  Issuer or the
Purchaser of a breach of any of the  foregoing  representations  and  warranties
which  materially  and adversely  affects the value of the Mortgage Loans or the
interest  of the  Purchaser  (or which  materially  and  adversely  affects  the
interests  of the  Purchaser  in the  related  Mortgage  Loan  in the  case of a
representation  and warranty relating to a particular  Mortgage Loan), the party
discovering such breach shall give prompt written notice to the others.



                                       17
<PAGE>


                  Within 60 days of the earlier of either discovery by or notice
to the Seller of any breach of a representation or warranty which materially and
adversely  affects the value of any Mortgage  Loan or the  Purchaser's  interest
therein,  the Seller shall use its best efforts  promptly to cure such breach in
all material  respects and, if such breach cannot be cured or is not cured or is
not  being  diligently  pursued  as  evidenced  by a  notice  acceptable  to the
Purchaser, as evidenced by the Purchaser's agreement thereto, at the end of such
60-day  period,  the  Seller  shall,  at  the  Purchaser's  option,  either  (a)
repurchase  such  Mortgage  Loan at the Loan  Purchase  Price or (b)  provide an
Eligible  Substitute  Mortgage Loan, if the Seller has any such loans  available
for  sale at the  time  subject  to the  terms  and  conditions  of the Sale and
Servicing Agreement.

                  At the time of repurchase or  substitution,  the Purchaser and
the Seller shall arrange for the  assignment of such Mortgage Loan to the Seller
and the delivery by the Purchaser to the Seller of the related Mortgage Files.

                  In addition to such cure and repurchase obligation, the Seller
shall indemnify the Purchaser and hold it harmless against any losses,  damages,
penalties,  fines, forfeitures,  reasonable and necessary legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense or assertion  based on or grounded upon, or resulting  from, a breach of
the representations and warranties contained in this Article IV (notwithstanding
any  limitation  in  such   representation  and  warranty  as  to  the  Seller's
knowledge).  It is understood and agreed that the  obligations of the Seller set
forth in this Section 4.04 to cure or  repurchase a defective  Mortgage Loan and
to indemnify the Purchaser as provided in this Section 4.04  constitute the sole
remedies of the Purchaser  respecting a breach of the foregoing  representations
and warranties.

                  Any cause of action against the Seller  relating to or arising
out of the breach of any representations and warranties made in Sections 4.01 or
4.02 shall accrue as to any Mortgage  Loan upon (i)  discovery of such breach by
the Purchaser,  the Indenture  Trustee or the Insurer,  or notice thereof by the
Seller to the Purchaser,  the Indenture Trustee or the Insurer,  (ii) failure by
the Seller to cure such breach or  repurchase  such  Mortgage  Loan as specified
above, and (iii) demand upon the Seller by the Purchaser,  the Indenture Trustee
or the Insurer, for compliance with the relevant provisions of this Agreement.


                                   ARTICLE V

                       Covenants and Warranties of Seller

                  So long as this  Agreement  remains in effect or Seller  shall
have  any  obligations  hereunder,  Seller  hereby  covenants  and  agrees  with
Purchaser as follows:

                  Section 5.01. AFFIRMATIVE COVENANTS.

                  (a) Until the later to occur of (i) the  discharge and payment
of all of Seller's  obligations  under this  Agreement and (ii) the  Termination
Date of this Agreement, Seller shall, promptly upon preparation, but in no event
later than 60 days  following  the end of each such  party's  first three fiscal
quarters,   deliver  to  Purchaser  its  unaudited   company-prepared  financial
statements  as of the end of each such fiscal  quarter,  prepared in  accordance
with GAAP. Seller



                                       18
<PAGE>


shall,  promptly upon preparation,  but in no event later than 90 days following
the end of such party's fourth fiscal quarter,  deliver to Purchaser its audited
and certified financial statements,  prepared in accordance with GAAP, as of the
end of the most  recently  ended  fiscal year,  which audits and  certifications
shall each be prepared by a nationally recognized independent accounting firm or
by a regionally  recognized  independent  accounting firm with the prior written
consent of Purchaser,  which consent shall not be unreasonably  withheld. In all
cases, financial statements shall include,  without limitation, a balance sheet,
a profit and loss  statement  and a  statement  of cash  flows.  Notwithstanding
anything in this  Agreement to the  contrary,  if (x) the audited and  certified
financial  statements  described in the immediately  preceding  sentence are not
delivered within the above-specified 90 days, (y) Seller is diligently using its
best  efforts to deliver  such  financial  statements,  and (z) Seller  provides
Purchaser with a notice specifying the reason for the delay and a date, within a
reasonable  time period (as  determined by  Purchaser),  on which such financial
statements will be delivered, and they are so delivered; then failure to deliver
such financial  statements within the  above-specified  90 days, as the case may
be, shall not be deemed to be an Event of Termination of this Agreement.

                  (b) Upon request of  Purchaser,  Seller  shall,  to the extent
lawful, promptly upon filing, deliver to Purchaser copies of all material public
filings made by Seller with any governmental or quasi-governmental body.

                  (c)  Seller  shall  (i) with  respect  to any  Mortgage  Loans
serviced by Seller or any of its affiliates or otherwise use its best efforts to
cause to be delivered to Purchaser monthly,  the report, if any, prepared by the
relevant  trustee or servicer  setting  forth  payment  activity,  defaults  and
delinquencies  with respect to each Mortgage Loan acquired by Purchaser and (ii)
prepare  and  deliver  reports  each  month,  detailing,  with  respect  to  all
Purchases,  such  information as the Purchaser may from time to time  reasonably
request.

                  (d)  Seller  shall do all  things  necessary  to  remain  duly
incorporated, validly existing and in good standing as a domestic corporation in
its  jurisdiction  of  incorporation  and  maintain all  requisite  authority to
conduct its  business in each  jurisdiction  in which its  business is conducted
except  where  failure  to  maintain  such  authority  would not have a material
adverse  effect on the ability of Seller to conduct  its  business or to perform
its obligations under this Agreement.

                  (e) At all times during this  Agreement,  Seller shall possess
sufficient  net  capital  and liquid  assets (or  ability to access the same) to
satisfy its obligations as they become due in the normal course of business.

                  (f)  Seller  will  notify  Purchaser  in writing of any of the
following promptly upon learning of the occurrence thereof,  describing the same
and, if applicable, any remedial steps being taken with respect thereto;

          (i)  The  occurrence  or  likelihood  of  occurrence  of an  Event  of
     Termination hereunder;



                                       19
<PAGE>


          (ii) The  institution  of any  litigation,  arbitration  proceeding or
     governmental  proceeding  which, in the opinion of counsel to Seller,  will
     have a material adverse effect on Seller or the Mortgage Loans;

          (iii)  The  entry of any  judgment  or  decree  against  Seller if the
     aggregate  amount of all  judgments  and decrees then  outstanding  against
     Seller exceeds  $10,000,000  after deducting (A) the amount with respect to
     which  Seller is insured and with  respect to which the insurer has assumed
     responsibility in writing, and (B) the amount for which Seller is otherwise
     indemnified   if  the  terms  of  such   indemnification   are   reasonably
     satisfactory to Purchaser; or

          (iv) The  occurrence  or likelihood of any event which would allow the
     obligee  under any  material  loan  agreement  to which  Seller is bound to
     declare  an event of  default  or  accelerate  the  obligations  of  Seller
     thereunder.

                  (g) Seller  shall  permit the  Purchaser  or its  accountants,
attorneys  or other  agents  access to all of the books and records  relating to
Mortgage  Loans  purchased and retained by Purchaser for  inspection and copying
during normal business hours at all places where Seller conducts business.

                  (h) Seller shall satisfy the obligation  under any Credit Line
Agreement that provides for the funding of all future Draws thereunder.

                  Section 5.02. NEGATIVE COVENANTS.

                  (a)  Seller  shall  not  assign  or  attempt  to  assign  this
Agreement or any rights hereunder,  without first obtaining the specific written
consent of Purchaser.

                  (b) Seller  shall not amend its Articles of  Incorporation  or
By-laws,  which amendment shall have or is likely to have an adverse effect upon
Purchaser  or its  interests  under this  Agreement,  without the prior  written
consent of Purchaser.

                  (c) During the term of this Agreement, Seller shall not engage
in any  business  other  than as a  consumer  and  mortgage  finance  lender and
servicer, except with the prior written consent of Purchaser.

                  (d) Seller shall not (i) dissolve or terminate  its  existence
or (ii)  transfer  any assets to any  affiliate  except as  otherwise  expressly
permitted or contemplated hereby.

                  (e) Except  with the  written  consent of the  Purchaser,  the
Seller  shall  not  guarantee,  endorse  or  otherwise  in any way  become or be
responsible  for any  obligations  of any other  person,  entity  or  affiliate,
including,  without  limitation,  whether directly or indirectly by agreement to
purchase the  indebtedness of any other person or through the purchase of goods,
supplies or services,  or maintenance of working  capital or other balance sheet
covenants or  conditions,  or by way of stock  purchase,  capital  contribution,
advance or loan for the purposes of paying or discharging  any  indebtedness  or
obligation of such other person or otherwise;  PROVIDED,  HOWEVER,  that nothing
contained herein shall prevent Seller from indemnifying its officers,  directors
and agents pursuant to its By-laws and its Articles of Incorporation.



                                       20
<PAGE>


                  (f) Seller will not commit any act in violation of  applicable
laws, or regulations  promulgated  pursuant  thereto that relate to the Mortgage
Loans or that  materially  and  adversely  affect the  operations  or  financial
conditions of Seller.

                  (g) Seller, by entering into this Agreement,  hereby covenants
and agrees that it will not at any time institute against the Issuer, or join in
any  institution   against  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 or any of the Basic Documents.


                                   ARTICLE VI

             Sale of Mortgage Loans from the Purchaser to the Trust

                  Section 6.01. SALE AND SERVICING  AGREEMENT.  It is the intent
of the Seller and the  Purchaser  that with respect to the Mortgage  Loans,  the
Purchaser shall  concurrently  sell all of its right,  title and interest to the
Mortgage  Loans and all other  property  conveyed to it  hereunder  to the Trust
pursuant to the Sale and Servicing Agreement.

                  With respect to such sale, the Seller agrees:

          (i) to cooperate  fully with the  Purchaser and the Trust with respect
     to  all  reasonable  requests  and  due  diligence   procedures   including
     participating in meetings with Rating Agencies,  the Insurer and such other
     parties as the Purchaser shall designate and participating in meetings with
     the Trust and providing information reasonably requested by the Trust;

          (ii) to  execute  the  Sale  and  Servicing  Agreement  and all  other
     necessary documents to effect the transactions contemplated therein;

          (iii) the Seller shall make the  representations  and  warranties  set
     forth herein  regarding the Seller and the Mortgage Loans as of the date of
     the transfer to the Trust;

          (iv) to deliver to the Purchaser  for  inclusion in any  prospectus or
     other offering material such publicly available  information  regarding the
     Seller,  its  financial   condition  and  the  mortgage  loan  delinquency,
     foreclosure  and loss  experience  of its portfolio as is  customarily  set
     forth in a prospectus  supplement  with  respect to a  comparable  mortgage
     pool, the underwriting of mortgage loans,  the servicer,  the servicing and
     collection  of mortgage  loans,  lending  activities  and loan sales of the
     servicer,  regulatory  matters and  delinquency and loss experience and any
     additional  information  reasonably  requested  by  the  Purchaser,  and to
     deliver to the Purchaser unaudited consolidated financial statements of the
     Seller,  in which case the  Purchaser  shall  bear the cost of having  such
     statements audited by certified public accountants if the Purchaser desires
     such an audit, or as is otherwise reasonably requested by the Purchaser and
     which the Seller is capable of  providing  without  unreasonable  effort or
     expense,  and to indemnify the Purchaser  and its  affiliates  for material
     misstatements or omissions contained in such information;



                                       21
<PAGE>


          (v) to deliver to the  Purchaser  and to any person  designated by the
     Purchaser,  at the Purchaser's  expense,  such statements and audit letters
     issued by reputable, certified public accountants pertaining to information
     provided by the Seller pursuant to clause (iv) above as shall be reasonably
     requested by the Purchaser  (it being  acknowledged  by Purchaser  that the
     delivery of such  statements  and letters is subject to the consent of such
     accountants);

          (vi) to deliver to the Purchaser,  and to any Person designated by the
     Purchaser,  such legal  documents  and in-house  opinions of counsel as are
     customarily delivered by originators or servicers,  as the case may be, and
     reasonably  determined by the Purchaser to be necessary in connection  with
     the transactions contemplated by the Sale and Servicing Agreement, it being
     understood  that the cost of any opinions of outside  special  counsel that
     may be required shall be the responsibility of the Seller;

          (vii) to  cooperate  fully  with  the  Purchaser  and any  prospective
     Purchaser  with respect to the  preparation  of Mortgage Loan documents and
     other  documents  and with  respect to  servicing  requirements  reasonably
     requested by the Rating Agencies and the Insurer; and

          (viii) to negotiate  and execute one or more  custodial  and servicing
     agreements   among  the   Purchaser,   the   Seller   and  a  third   party
     custodian/trustee   which  is   generally   considered   to  be  a  prudent
     custodian/trustee  in  the  secondary  mortgage  market  designated  by the
     Purchaser in its sole discretion  after  consultation  with the Seller,  in
     either case for the purpose of securitizing the Mortgage Loans.


                                  ARTICLE VII

                         Seller's Servicing Obligations

                  Section 7.01. SELLER'S SERVICING  OBLIGATIONS.  The Seller, as
an  independent  contract  servicer,  shall service and  administer the Mortgage
Loans in accordance with the terms and provisions set forth in Articles III, IV,
V, VII and VIII of the Sale and Servicing  Agreement  which  sections are hereby
incorporated in this Agreement in their entirety (with, however, the changes and
adjustments as provided in this Agreement) as if the same were contained in this
Article VII.

                  To the extent any provision of any definition set forth in the
Sale and Servicing Agreement shall conflict with any provision set forth in this
Agreement, the provision or definition in this Agreement shall govern.


                                  ARTICLE VIII

                                Fees and Expenses

                  The  Purchaser  shall pay any salaries and other  compensation
due its  employees  and  the  legal  fees  and  expenses  of its  attorneys  and
accountants.  All other  costs and  expenses  incurred  in  connection  with the
transfer and delivery of the Mortgage  Loans  pursuant to this  Agreement or the
Sale and Servicing  Agreement,  including,  without limitation,  recording fees,
fees for title policy  endorsements  and  continuations,  and fees for recording
intervening



                                       22
<PAGE>


assignments of Mortgage, shall be paid by the Seller. To the extent not paid out
of the Trust pursuant to Section  8.7(d)(i) of the  Indenture,  the Seller shall
pay the on-going  fees of any  custodian or trustee under the Sale and Servicing
Agreement,  the Trust  Agreement or the Indenture.  The Seller shall pay (i) the
acceptance  and  file  review  fees  of any  custodian  or  trustee  under  this
Agreement,  the  Indenture,  the  Trust  Agreement  or the  Sale  and  Servicing
Agreement  and (ii) the costs of legal  counsel and legal  opinions,  accounting
comfort letters and fees, printing of disclosure documents,  rating agency fees,
Insurer  up-front  fees,  SEC filing  fees and the costs of any and all  related
document  preparations  associated  with the Sale and Servicing  Agreement,  the
Trust Agreement,  the Indenture or this Agreement. The Seller also agrees to pay
the fees and other  amounts for which the Seller or Servicer is obligated  under
the Insurance Agreement.


                                   ARTICLE IX

                        Termination; Additional Remedies

                  Upon the  occurrence of a Rapid  Amortization  Event due to an
act or omission of the Seller (an "EVENT OF TERMINATION"), the Purchaser and its
assignees  shall have,  in addition to all other rights and remedies  under this
Agreement or otherwise,  all other rights and remedies provided under the UCC of
each applicable  jurisdiction  and other  applicable laws, which rights shall be
cumulative.  Without  limiting  the  foregoing,  the  occurrence  of an Event of
Termination  shall not deny to the  Purchaser  or its  assignees  any  remedy in
addition to termination of its obligations to make purchases  hereunder to which
the Purchaser or its assignee may be otherwise appropriately  entitled,  whether
by statute or applicable law, at law or in equity.


                                   ARTICLE X

                            Payment of Purchase Price

                  Section 10.01.  PURCHASE PRICE  PAYMENTS.  On the Closing Date
and on the next  Business Day following  each other day on which any  Additional
Balances  relating to Mortgage Loans are funded by the Seller,  on the terms and
subject to the  conditions of this  Agreement,  the  Purchaser  shall pay to the
Seller the applicable  Purchase Price by (i) making or causing to be made a cash
payment  to  the  Seller  or its  designee  in  such  amount  determined  by the
Purchaser,  (ii) crediting the Seller with an additional capital contribution to
the Purchaser,  (iii) automatically  increasing the principal amount outstanding
under the Purchaser Note by the amount of the excess of the Purchase Price to be
paid to the Seller for such purchased assets over the amount of any cash payment
made on such day to the  Seller  and/or  any  capital  contribution  made by the
Seller to the Purchaser,  subject to a cap on such note at any time equal to $30
million or (iv) any combination of the foregoing.

                  Section 10.02. THE PURCHASER NOTE.

                  (a) On the Closing Date,  the  Purchaser  shall deliver to the
Seller a promissory note, substantially in the form of EXHIBIT A, payable to the
order of the Seller (such promissory note, as the same has been or hereafter may
be amended,  supplemented,  endorsed or  otherwise  modified  from time to time,
together with any promissory note issued from time to time in



                                       23
<PAGE>


substitution  therefor or renewal  thereof in  accordance  with this  Agreement,
being herein  called the  "PURCHASER  NOTE"),  which  Purchaser  Note shall,  in
accordance with its terms,  be  subordinated to all interests of the Trust,  all
claims to the cash flows from Trust assets and all obligations of the Purchaser,
of any nature, now or hereafter arising under or in connection with the Sale and
Servicing  Agreement.  The Purchaser  Note shall  evidence all amounts  incurred
thereunder subsequent to the Closing Date as provided in this Agreement. Subject
to the foregoing,  the Purchaser Note shall be payable in full on the date which
is one year and one day after the  Termination  Date.  The Purchaser  Note shall
bear interest at the "prime rate" as  determined  by the Indenture  Trustee from
time to time in effect.  The Purchaser may prepay all or part of the outstanding
balance of the  Purchaser  Note and interest  accrued  thereon from time to time
without any premium or penalty,  unless an Event of Default has  occurred and is
continuing or would result from such prepayment or payment.

                  (b) The Servicer shall hold the Purchaser Note for the benefit
of the Seller, and shall make all appropriate recordkeeping entries with respect
to the Purchaser Note or otherwise to reflect the payments on and adjustments of
the Purchaser Note. The Servicer's books and records shall constitute rebuttable
presumptive  evidence of the  principal  amount of and  accrued  interest on the
Purchaser  Note at any  time.  The  Seller  hereby  irrevocably  authorizes  the
Servicer to mark the Purchaser Note "CANCELLED" and to return the Purchaser Note
to the Purchaser upon the full and final payment  thereof after the  Termination
Date.

                  (c) The Seller hereby agrees not to transfer, assign, exchange
or  otherwise  convey or  pledge,  hypothecate  or  otherwise  grant a  security
interest in the  Purchaser  Note or any interest  represented  thereby,  and any
attempt to transfer,  assign, exchange,  convey, pledge,  hypothecate or grant a
security  interest in the  Purchaser  Note or any interest  represented  thereby
shall be void and of no effect.


                                   ARTICLE XI

                                 Confidentiality

                  Purchaser and Seller each  acknowledges  that the  information
heretofore  provided to them  pursuant to the  operation of this  Agreement,  is
highly confidential, proprietary information of Seller or Purchaser, as the case
may be.  Purchaser and Seller each agrees that it will hold such  information in
strict  confidence  and will not  disclose any part of such  information  to any
person or  entity,  other  than to its  accountants  and  lawyers  to the extent
necessary for the  performance  of their duties and as required by law and other
than to such  other  persons  to the  extent  necessary,  as  determined  by the
Purchaser  in its sole  discretion,  to complete the  transactions  contemplated
hereunder  and in the Sale and  Servicing  Agreement  including the offering and
issuance of the Notes;  PROVIDED,  HOWEVER, that copies of this Agreement may be
included as part of any filing made pursuant to the  Securities  Act of 1933 and
the Securities Exchange Act of 1934 and any regulations  promulgated thereunder.
In  furtherance  of the  foregoing,  Purchaser and Seller each covenants that it
will adhere to its established procedures for the maintenance of confidentiality
with respect to such information.  Purchaser and Seller each further agrees that
it will not distribute such information  within its own  organization  except to
persons with a need to know such information in connection with the transactions
contemplated by this Agreement.



                                       24
<PAGE>


                                  ARTICLE XII

                                      Term

                  This Agreement shall terminate on the Termination Date.


                                  ARTICLE XIII

                    Exclusive Benefit of Parties; Assignment

                  This  Agreement  is for the  exclusive  benefit of the parties
hereto and their  respective  successors  and assigns and shall not be deemed to
give any legal or equitable  right to any other person  except the Sponsor,  the
Trust,  the  Noteholders  and the Insurer.  Notwithstanding  the foregoing,  the
Seller covenants and agrees that the representations and warranties contained in
this Agreement and the rights of the Purchaser hereunder are intended to benefit
the Trust,  the Noteholders and the Insurer.  This Agreement may not be assigned
by any party hereto without the prior written  consent of the other party hereto
except to the Trust.


                                  ARTICLE XIV

                               Amendment; Waivers

                  This  Agreement  may be  amended  from  time to  time  only by
written  agreement of Seller and Purchaser with the prior written consent of the
Insurer,  which consent shall not be  unreasonably  withheld.  Any  forbearance,
failure, or delay by a party in exercising any right, power, or remedy hereunder
shall not be deemed to be a waiver thereof,  and any single or partial  exercise
by a party of any  right,  power or  remedy  hereunder  shall not  preclude  the
further  exercise  thereof.  Every  right,  power and  remedy  of a party  shall
continue in full force and effect until specifically waived by it in writing. No
right, power or remedy shall be exclusive,  and each such right, power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether
conferred  hereby or  hereafter  available  at law or in equity or by statute or
otherwise.


                                   ARTICLE XV

                            Execution in Counterparts

                  This Agreement may be executed in any number of  counterparts,
each of which shall be deemed an original, and all of which shall constitute one
and the same instrument.


                                  ARTICLE XVI

                       Effect of Invalidity of Provisions

                  In case any one or more of the  provisions  contained  in this
Agreement should be or become invalid,  illegal or unenforceable in any respect,
the validity,  legality and enforceability of the remaining provisions contained
herein shall in no way be affected, prejudiced or disturbed thereby.



                                       25
<PAGE>


                                  ARTICLE XVII

                                  Governing Law

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance  with the laws of the State of New York,  without regard to its rules
regarding  conflict of laws (other  than  sections  5-1401 and 5-1402 of the New
York General Obligations Law).


                                 ARTICLE XVIII

                                     Notices

                  Any   notices,   consents,   directions,   demands  and  other
communications  given under this Agreement (unless  otherwise  specified herein)
shall be in writing and shall be deemed to have been duly given when  personally
delivered at or telecopied to the respective  addresses or facsimile numbers, as
the  case  may be,  set  forth on the  signature  page  hereof  for  Seller  and
Purchaser,  or to such other  address or facsimile  number as either party shall
give notice to the other  party  pursuant  to this  Section.  In the case of the
Insurer, notices shall be provided to [Insurer],  [Insurer's Address] (Telephone
No. (___) ____-_____) (Telecopier No. (___) ____-____). Notices, consents, etc.,
may also be effected by first class mail,  postage prepaid sent to the foregoing
addresses and will be effective upon receipt by the intended recipient.


                                  ARTICLE XIX

                                Entire Agreement

                  This Agreement,  including the Exhibits and Schedules  hereto,
contains the entire  agreement of the parties hereto with respect to the subject
matter hereof, and supersedes all prior and  contemporaneous  agreements between
them,  whether  oral or written,  of any nature  whatsoever  with respect to the
subject matter hereof.


                                   ARTICLE XX

                                   Indemnities

                  Without  limiting any other  rights which  Purchaser or Seller
may have  hereunder  or under  applicable  law,  and in  addition  to any  other
indemnity provided  hereunder,  Seller hereby agrees to indemnify  Purchaser and
its respective officers,  directors, agents and employees (each, an "INDEMNIFIED
PARTY") from and against any and all Losses  incurred by any of them relating to
or resulting from:

                  (1) any  representation  or  warranty  made by Seller  (or any
         officers,  employees or agents of Seller) under or in  connection  with
         this Agreement, any periodic report required to be furnished thereunder
         or any other  information  or  document  delivered  by Seller  pursuant
         hereto,  which  shall  have been  false or  incorrect  in any  material
         respect when made or deemed made;



                                       26
<PAGE>


                  (2) the  failure by Seller to (a) comply  with any  applicable
         law, rule or regulation  with respect to any Purchase or (b) perform or
         observe any material obligation or covenant hereunder; or

                  (3) the failure by Seller (if so  requested by  Purchaser)  to
         execute and  properly  file,  or any delay in  executing  and  properly
         filing,  financing statements or other similar instruments or documents
         under the Uniform  Commercial  Code of any applicable  jurisdiction  or
         other applicable laws with respect to the Mortgage Loans.

                  Promptly  after  receipt by an  Indemnified  Party  under this
Article XX of notice of the commencement of any action,  such Indemnified  Party
will, if a claim in respect thereof is to be made against the indemnifying party
under  this  Article  XX,  notify  the  indemnifying  party  in  writing  of the
commencement  thereof; but the omission so to notify the indemnifying party will
not  relieve it from any  liability  that it may have to any  Indemnified  Party
otherwise than under this Article XX. In case any such action is brought against
any Indemnified Party and it notifies the indemnifying party of the commencement
thereof,  the indemnifying party will be entitled to participate therein, and to
the extent  that it may elect by written  notice  delivered  to the  Indemnified
Party promptly after receiving the aforesaid notice from such Indemnified Party,
to assume the defense  thereof,  with counsel  satisfactory to such  Indemnified
Party; PROVIDED, HOWEVER, that if the defendants in any such action include both
the Indemnified  Party and the indemnifying  party and the Indemnified  Party or
parties  shall  have  reasonably  concluded  that  there  may be legal  defenses
available to it or them and/or other Indemnified Parties that are different from
or additional to those  available to the  indemnifying  party,  the  Indemnified
Party or parties shall have the right to elect  separate  counsel to assert such
legal  defenses  and to otherwise  participate  in the defense of such action on
behalf of such  Indemnified  Party or parties.  Upon  receipt of notice from the
indemnifying  party to such  Indemnified  Party of its election so to assume the
defense of such action and  approval by the  Indemnified  Party of counsel,  the
indemnifying  party  will  not  be  liable  for  any  legal  or  other  expenses
subsequently  incurred by such Indemnified  Party in connection with the defense
thereof,  unless (i) the Indemnified  Party shall have employed separate counsel
in  connection  with the  assertion  of legal  defenses in  accordance  with the
proviso to the next preceding sentence (it being understood,  however,  that the
indemnifying  party  shall  not be  liable  for the  expenses  of more  than one
separate  counsel,  approved by you in the case of Article XX,  representing the
Indemnified Parties under this Article XX, who are parties to such action), (ii)
the  indemnifying  party shall not have  employed  counsel  satisfactory  to the
Indemnified  Party to represent the  Indemnified  Party within a reasonable time
after notice of commencement of the action or (iii) the  indemnifying  party has
authorized the employment of counsel for the Indemnified Party at the expense of
the  indemnifying  party; and except that, if clause (i) or (iii) is applicable,
such  liability  shall  only be in respect of the  counsel  referred  to in such
clause (i) or (iii).


                                  ARTICLE XXI

                                RESPA Obligations

                  Seller   agrees  to  discharge  on   Purchaser's   behalf  all
obligations,  including,  without limitation, all disclosure obligations,  which
Purchaser may have under the Real Estate  Settlement  Procedures Act of 1974, as
amended,  in connection with Purchaser's  purchases of Mortgage Loans hereunder.
Purchaser  agrees to  provide  Seller  with such  information  as is  reasonably



                                       27
<PAGE>


necessary for Seller to discharge such obligations and hereby appoints Seller as
its  agent in its name  for the  purposes  of,  and  only for the  purposes  of,
performing such obligations. Seller hereby agrees to indemnify Purchaser and its
respective officers, directors, agents and employees from any losses suffered by
any such party in connection with Seller's obligations under this Article XXI.

                  Notwithstanding  anything to the  contrary  contained  in this
Agreement or any document  delivered  herewith,  all persons may disclose to any
and all  persons,  without  limitation  of any  kind,  the  federal  income  tax
treatment  of the Notes,  any fact  relevant  to  understanding  the federal tax
treatment of the Notes,  and all  materials of any kind  (including  opinions or
other tax analyses) relating to such federal tax treatment.


                                  ARTICLE XXII

                                    Survival

                  All  indemnities  and  undertakings  of Seller  and  Purchaser
hereunder shall survive the termination of this Agreement.


                                 ARTICLE XXIII

                                Right of Set-off

                  Upon  the  occurrence  of  any  event  or  circumstance  which
requires Seller to make a payment hereunder, Purchaser is hereby authorized then
or at any time or times  thereafter,  without  notice to Seller (any such notice
being  expressly  waived by Seller),  to set-off and apply any and all  deposits
(general or special, time or demand, provisional or final), at any time held and
other  indebtedness  at any time owing by  Purchaser to or for the credit or the
account  of Seller  against  any and all of the  obligations  of  Seller  now or
hereafter  existing  hereunder,  irrespective  of whether or not Purchaser shall
have made any demand hereunder. Purchaser agrees promptly to notify Seller after
any such set-off and application made by Purchaser; PROVIDED that the failure to
give such notice shall not affect the validity of such set-off and  application.
The rights of Purchaser under this Article XXIII are in addition to other rights
and remedies which Purchaser may have.


                                  ARTICLE XXIV

                               Consent to Service

                  Each party  irrevocably  consents to the service of process by
registered  or  certified  mail,  postage  prepaid,  to it at its address  given
pursuant to Article XVIII hereof.


                                  ARTICLE XXV

               Submission to Jurisdiction; Waiver of Trial by Jury

                  With respect to any claim arising out of this  Agreement  each
party  irrevocably  submits to the exclusive  jurisdiction  of the courts of the
State of New York and the United States



                                       28
<PAGE>


District  Court located in the Borough of Manhattan,  City of New York, and each
party  irrevocably  waives  any  objection  which it may have at any time to the
laying of venue of any suit,  action or  proceeding  arising  out of or relating
hereto  brought in any such  court,  irrevocably  waives any claim that any such
suit,  action or  proceeding  brought in any such court has been  brought in any
inconvenient  forum and  further  irrevocably  waives the right to object,  with
respect to such claim,  suit,  action or  proceeding  brought in any such court,
that such  court  does not have  jurisdiction  over such  party;  PROVIDED  that
service of process is made as set forth in Article XXIV hereof,  or by any other
lawful means. To the extent  permitted by applicable  law,  Purchaser and Seller
each irrevocably  waive all right of trial by jury in any action,  proceeding or
counterclaim  arising out of or in connection  with this Agreement or any matter
arising hereunder.


                                  ARTICLE XXVI

                                  Construction

                  The headings in this  Agreement are for  convenience  only and
are  not  intended  to  influence  its  construction.  References  to  Articles,
Sections, Schedules and Exhibits in this Agreement are to the Articles, Sections
of and Schedules and Exhibits to this Agreement.  The Schedules and Exhibits are
hereby  incorporated into and form a part of this Agreement.  In this Agreement,
the singular includes the plural,  the plural the singular,  the words "and" and
"or" are used in the  conjunctive or disjunctive as the sense and  circumstances
may require and the word  "including"  means  "including,  but not limited  to."
Unless  otherwise  stated in this  Agreement,  in the computation of a period of
time from a specified  date to a later  specified  date,  the word "from"  means
"from  and  including"  and the  words  "to"  and  "until"  each  means  "to but
excluding."


                                 ARTICLE XXVII

                               Further Agreements

                  The Seller and the Purchaser each agree to execute and deliver
to the other such reasonable and appropriate  additional documents,  instruments
or agreements as may be necessary or  appropriate  to effectuate the purposes of
this Agreement.








                                       29
<PAGE>


                  IN WITNESS  WHEREOF,  the Purchaser and the Seller have caused
their names to be signed  hereto by their  respective  officers  thereunto  duly
authorized, all as of the date first written above.


                                       GREENPOINT MORTGAGE SECURITIES LLC,
                                         as Purchaser

                                       100 Wood Hollow Drive
                                       Doorstop # 32210
                                       Novato, California  94945


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


                                       GREENPOINT MORTGAGE FUNDING, INC.,
                                          as Seller

                                       100 Wood Hollow Drive
                                       Novato, California  94945


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






                       [Mortgage Loan Purchase Agreement]


<PAGE>

                                                                       EXHIBIT A


                             FORM OF NON-NEGOTIABLE
                       GREENPOINT MORTGAGE SECURITIES LLC
                                 PROMISSORY NOTE


                                                                   _______, 200_


EXCEPT TO THE EXTENT PROVIDED IN THE PURCHASE  AGREEMENT REFERRED TO BELOW, THIS
PROMISSORY  NOTE AND ANY INTEREST  REPRESENTED  HEREBY SHALL NOT BE TRANSFERRED,
ASSIGNED, EXCHANGED, CONVEYED, PLEDGED, HYPOTHECATED OR OTHERWISE THE SUBJECT OF
THE GRANT OF A SECURITY INTEREST AND ANY ATTEMPT TO TRANSFER,  ASSIGN, EXCHANGE,
CONVEY, PLEDGE, HYPOTHECATE OR GRANT A SECURITY INTEREST IN THIS PROMISSORY NOTE
OR ANY INTEREST REPRESENTED HEREBY SHALL BE VOID AND OF NO EFFECT.

         For VALUE RECEIVED,  the undersigned,  GREENPOINT  MORTGAGE  SECURITIES
LLC, a Delaware limited liability company (the "PURCHASER"),  promises to pay to
GREENPOINT MORTGAGE FUNDING, INC., a California  corporation (the "SELLER"),  on
the terms and subject to the  conditions  set forth  herein and in the  Purchase
Agreement  referred to below,  the aggregate unpaid Purchase Price of all assets
purchased  and  to be  purchased  by the  Purchaser  pursuant  to  the  Purchase
Agreement;  PROVIDED that such amount shall in no event exceed $30,000,000. Such
amount as shown in the  records of the  Seller  will be  rebuttable  presumptive
evidence of the principal amount owing under this Note.

         1.  PURCHASE  AND  SALE  AGREEMENT.  This  Note is the  Purchaser  Note
described  in,  and is subject to the terms and  conditions  set forth in,  that
certain Mortgage Loan Purchase Agreement dated as of ________, 200_ (as the same
may be amended, supplemented,  restated or otherwise modified in accordance with
its terms,  the  "PURCHASE  AGREEMENT"),  between the Seller and the  Purchaser.
Reference  is hereby made to the Purchase  Agreement  for a statement of certain
other rights and obligations of the Purchaser and the Seller.

         2.  DEFINITIONS.  Capitalized  terms used (but not defined) herein have
the meanings ascribed thereto in the Purchase  Agreement.  In addition,  as used
herein, the following terms have the following meanings:

             "BANKRUPTCY PROCEEDINGS" has the meaning set forth in clause (a) of
paragraph 7 hereof.

             "FINAL  MATURITY  DATE"  means the date that falls one year and one
day after the Termination Date.

             "JUNIOR  LIABILITIES" means all obligations of the Purchaser to the
Seller under this Note and under all similar  notes  issued by the  Purchaser to
the  Seller  in   connection   with  any   previous  or  future   securitization
transactions.


<PAGE>


             "SENIOR  LIABILITIES" means all obligations of the Purchaser to the
Trust and any other  obligations of the Purchaser arising under or in connection
with the Sale and Servicing Agreement,  howsoever created, arising or evidenced,
whether direct or indirect,  absolute or contingent, now or thereafter existing,
or due or to become due on or before the Final Maturity Date.

             "SUBORDINATION PROVISIONS" means, collectively, clauses (a) through
(j) of paragraph 7 hereof.

         3. INTEREST.  Subject to the Subordination  Provisions and paragraph 10
hereof, the Purchaser promises to pay interest on the aggregate unpaid principal
amount of this Note  outstanding  on each day,  at a variable  rate equal to the
rate publicly announced by the Indenture Trustee from time to time as its "prime
lending rate."

         4. INTEREST  PAYMENT DATES.  Subject to the  Subordination  Provisions,
paragraph 10 hereof and Section 10.02 of the Purchase  Agreement,  the Purchaser
shall pay accrued  interest on this Note on each  Payment  Date and on the Final
Maturity Date.  The Purchaser  also shall pay accrued  interest on the principal
amount of each prepayment hereof on the date of each such prepayment.

         5. BASIS OF COMPUTATION.  Interest accrued  hereunder shall be computed
for the actual number of days elapsed on the basis of a 360-day year.

         6. PRINCIPAL PAYMENT DATES.  Subject to the  Subordination  Provisions,
any unpaid  principal of this Note shall be paid on the Final Maturity Date (or,
if such date is not a Business Day, the next succeeding  Business Day).  Subject
to the  Subordination  Provisions,  paragraph 10 hereof and Section 10.02 of the
Purchase  Agreement,  the principal  amount of and accrued interest on this Note
may be prepaid on any Business Day without premium or penalty.

         7. SUBORDINATION  PROVISIONS.  The Purchaser  covenants and agrees, and
the Seller, by its acceptance of this Note,  likewise covenants and agrees, that
the payment of all Junior Liabilities is hereby expressly  subordinated in right
of payment to the  payment  and  performance  of the Senior  Liabilities  to the
extent and in the manner set forth in the following clauses of this paragraph 7:

             (a) (i) In the event of any dissolution,  winding up,  liquidation,
readjustment,  reorganization  or other similar event relating to the Purchaser,
whether  voluntary  or  involuntary,   partial  or  complete,   and  whether  in
bankruptcy,  insolvency,  receivership or other similar proceedings,  or upon an
assignment for the benefit of creditors,  or any other marshalling of the assets
and liabilities of the Purchaser or any sale of all or substantially  all of the
assets of the  Purchaser  except  pursuant to the Sale and  Servicing  Agreement
(such proceedings being herein  collectively  called "BANKRUPTCY  PROCEEDINGS"),
and  (ii) on and  after  the  occurrence  of an  Event of  Default,  the  Senior
Liabilities  shall  first be paid and  performed  in full and in cash before the
Seller shall be entitled to receive and to retain any payment or distribution in
respect of the Junior Liabilities.  In order to implement the foregoing: (x) all
payments  and  distributions  of any kind or  character in respect of the Junior
Liabilities  to which the Seller would be entitled shall be made directly to the
Indenture Trustee (for the benefit of the Noteholders, and the Insurer); and



                                      A-2
<PAGE>


(y) the Seller hereby  irrevocably  agrees that the Indenture Trustee (on behalf
of the  Noteholders),  in the name of the Seller or otherwise,  may demand,  sue
for,   collect,   receive  and  receipt  for  any  and  all  such   payments  or
distributions,  and  file,  prove  and vote or  consent  in any such  Bankruptcy
Proceedings  with  respect to any and all claims of the Seller  relating  to the
Junior  Liabilities,  in each case until the Senior  Liabilities shall have been
paid and performed in full and in cash.

             (b)  Following  the  occurrence  of any of the events  described in
CLAUSE  (a)(i) OR (ii),  in the event that the Seller  receives  any  payment or
other distribution of any kind or character from the Purchaser or from any other
source whatsoever,  in respect of the Junior Liabilities,  such payment or other
distribution  shall be received in trust for the Indenture  Trustee and shall be
turned  over by the  Seller to the  Indenture  Trustee  (for the  benefit of the
Noteholders, and the Insurer) forthwith. All payments and distributions received
by the Indenture  Trustee in respect of this Note, to the extent  received in or
converted into cash, may be applied by the Indenture Trustee (for the benefit of
the  Noteholders and the Insurer) first to the payment of any and all reasonable
expenses  (including  reasonable  attorneys'  fees and legal  expenses)  paid or
incurred by the Indenture  Trustee,  the Noteholders or the Insurer in enforcing
these Subordination Provisions, or in endeavoring to collect or realize upon the
Junior Liabilities,  and any balance thereof shall, solely as between the Seller
and the Noteholders and the Insurer,  be applied by the Indenture Trustee toward
the payment of the Senior  Liabilities  in a manner  determined by the Indenture
Trustee to be in accordance with the Indenture; but as between the Purchaser and
its creditors,  no such payments or distributions of any kind or character shall
be deemed to be payments or distributions in respect of the Senior Liabilities.

             (c)  Upon  the  final  payment  in full  and in cash of all  Senior
Liabilities,  the Seller  shall be  subrogated  to the  rights of the  Indenture
Trustee  to  receive  payments  or  distributions  from the  Purchaser  that are
applicable to the Senior  Liabilities  until the Junior  Liabilities are paid in
full.

             (d) These  Subordination  Provisions  are  intended  solely for the
purpose of defining the relative rights of the Seller,  on the one hand, and the
Indenture Trustee (on behalf of Noteholders and the Insurer), on the other hand.
Nothing  contained in these  Subordination  Provisions or elsewhere in this Note
(subject to paragraph 10 hereof) is intended to or shall impair,  as between the
Purchaser,  its creditors  (other than the  Noteholders and the Insurer) and the
Seller, the Purchaser's obligation,  which is unconditional and absolute, to pay
the  Junior  Liabilities  as and when the same shall  become due and  payable in
accordance  with the terms  hereof  (subject to  paragraph 10 hereof) and of the
Purchase  Agreement or to affect the relative rights of the Seller and creditors
of the Purchaser (other than the Noteholders and the Insurer).

             (e) The Seller shall not,  until the Senior  Liabilities  have been
finally paid and  performed  in full and in cash,  (i) cancel,  waive,  forgive,
transfer or assign,  or commence  legal  proceedings  to enforce or collect,  or
subordinate to any obligation of the Purchaser,  howsoever  created,  arising or
evidenced,  whether  direct  or  indirect,  absolute  or  contingent,  or now or
thereafter   existing,   or  due  or  to  become  due  (other  than  the  Senior
Liabilities),  the Junior  Liabilities  or any rights in respect  hereof or (ii)
convert the Junior Liabilities into an equity interest in the Purchaser, unless,
in the case of each of  CLAUSES  (i) AND  (ii)  above,  the  Seller  shall  have
received the prior written  consent of the Indenture  Trustee and the Insurer in
each case.



                                      A-3
<PAGE>


             (f) The Seller  shall  not,  except  without  the  advance  written
consent of the  Indenture  Trustee  and the Insurer  commence,  or join with any
other  Person in  commencing,  any  Bankruptcy  Proceedings  with respect to the
Purchaser  until at least one year and one day have passed since the Termination
Date.

             (g) If, at any time,  any of the payment (in whole or in part) made
with  respect to any Senior  Liabilities  is  rescinded  or must be  restored or
returned by the  Indenture  Trustee or  Noteholders  or the Insurer  (whether in
connection with any Bankruptcy  Proceedings or otherwise),  these  Subordination
Provisions  shall continue to be effective or shall be  reinstated,  as the case
may be, as though such payment had not been made.

             (h)  The  Indenture  Trustee  (on  behalf  of  Noteholders  and the
Insurer) may, from time to time,  with the consent of the Insurer without notice
to the Seller,  and without waiving any of its rights under these  Subordination
Provisions,  take any or all of the  following  actions:  retain  or  obtain  an
interest in any property to secure any of the Senior Liabilities; (ii) retain or
obtain the primary or  secondary  obligations  of any other  obligor or obligors
with respect to any of the Senior Liabilities;  (iii) extend or renew for one or
more periods (whether or not longer than the original period), alter or exchange
any of the Senior  Liabilities,  or release or compromise  any obligation of any
nature with respect to any of the Senior  Liabilities;  (iv) amend,  supplement,
amend and restate,  or otherwise modify the Sale and Servicing  Agreement or any
related document; and (v) release its security interest in or surrender, release
or permit  any  substitution  or  exchange  for all or any part of any rights or
property securing any of the Senior  Liabilities,  or extend or renew for one or
more  periods  (whether  or not longer  than the  original  period) or  release,
compromise,  alter or exchange any obligations of any nature of any obligor with
respect to any such rights or property.

             (i) The Seller  hereby  waives:  (i) notice of  acceptance of these
Subordination  Provisions by any of the Noteholders and the Insurer, (ii) notice
of the existence,  creation, non-payment or non-performance of all or any of the
Senior  Liabilities;  and (iii) all  diligence  in  enforcement,  collection  or
protection of, or realization upon, the Senior  Liabilities,  or any thereof, or
any security therefor.

             (j) These  Subordination  Provisions  constitute a continuing offer
from the  Purchaser to all Persons who become the holders of, or who continue to
hold, Senior Liabilities;  and these  Subordination  Provisions are made for the
benefit of the  Noteholders  and the  Insurer,  and the  Indenture  Trustee  may
proceed to enforce such provisions on behalf of each of such Persons.

         8. GENERAL. No failure or delay on the part of the Seller in exercising
any power or right hereunder  shall operate as a waiver  thereof,  nor shall any
single or  partial  exercise  of any such power or right  preclude  any other or
further  exercise  thereof  or the  exercise  of any other  power or  right.  No
amendment,  modification or waiver of, or consent with respect to, any provision
of this Note  shall in any event be  effective  unless  (a) the same shall be in
writing and signed and delivered by the  Purchaser  and the Seller,  and (b) all
consents required for such actions under the Purchase Agreement and the Sale and
Servicing  Agreement  shall have been received by the appropriate  Persons.  The
rights  and  remedies  granted  hereunder  to  the  Indenture  Trustee  and  the
Noteholders  are subject to exercise as provided in the Purchase  Agreement  and
the Sale and Servicing Agreement.



                                      A-4
<PAGE>


         9. LIMITATION ON INTEREST. Notwithstanding anything in this Note to the
contrary,  the Purchaser shall never be required to pay unearned interest on any
amount outstanding hereunder, and shall never be required to pay interest on the
principal  amount  outstanding  hereunder  at a rate in  excess  of the  maximum
interest rate that may be contracted for, charged or received without  violation
of applicable federal or state law.

         10.  ACKNOWLEDGMENT.  The Seller acknowledges and agrees that it has no
rights to  payment  under  this  Note,  and will not make any claim for  payment
hereunder,  unless funds are available for payment by the Purchaser in excess of
amounts due and payable by it at the time under the  Indenture  and the Sale and
Servicing  Agreement  and under all similar notes issued by the Purchaser to the
Seller in connection with any previous or future securitizations.

         11. NO NEGOTIATION. This Note is not negotiable.

         12.  GOVERNING  LAW.  THIS NOTE SHALL BE DEEMED TO BE A  CONTRACT  MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD
TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).

         13. CAPTIONS.  Paragraph captions used in this Note are provided solely
for  convenience  of  reference  only  and  shall  not  affect  the  meaning  or
interpretation of any provision of this Note.

                                             GREENPOINT MORTGAGE SECURITIES LLC

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

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

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






                                      A-5
<PAGE>


                                                                      SCHEDULE I


                             MORTGAGE LOAN SCHEDULE