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                                                                  EXECUTION COPY






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                                 TRUST AGREEMENT



                                     between


                       GREENPOINT MORTGAGE SECURITIES INC.
                                     Sponsor

                                       and

                            WILMINGTON TRUST COMPANY
                                  Owner Trustee


                            Dated as of June 1, 2000


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                                TABLE OF CONTENTS

                                                                            Page

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

     SECTION 1.1.   Defined Terms..............................................1
     SECTION 1.2.   Other Definitional Provisions..............................2
     SECTION 1.3.   Action by or Consent of Securityholders and Residual
                    Certificateholders.........................................3

ARTICLE II Organization........................................................3

     SECTION 2.1.   Name.......................................................3
     SECTION 2.2.   Office.....................................................3
     SECTION 2.3.   Purposes and Powers........................................3
     SECTION 2.4.   Appointment of Owner Trustee...............................4
     SECTION 2.5.   Initial Capital Contribution of Trust Estate...............4
     SECTION 2.6.   Declaration of Trust.......................................5
     SECTION 2.7.   Liability..................................................5
     SECTION 2.8.   Title to Trust Property....................................5
     SECTION 2.9.   Situs of Trust.............................................5
     SECTION 2.10.  Representations and Warranties of the Sponsor..............6
     SECTION 2.11.  Federal Income Tax Allocations.............................7
     SECTION 2.12.  Covenants of the Sponsor...................................7
     SECTION 2.13.  Covenants of the Residual Certificateholders...............8

ARTICLE III Certificates and Transfer of Interests.............................9

     SECTION 3.1.   Form.......................................................9
     SECTION 3.2.   Execution, Authentication and Delivery.....................9
     SECTION 3.3.   Registration; Registration of Transfer and Exchange.......10
     SECTION 3.4.   Mutilated, Destroyed, Lost or Stolen Securities...........11
     SECTION 3.5.   Persons Deemed Owners.....................................12
     SECTION 3.6.   Payment of Principal and Interest.........................12
     SECTION 3.7.   Cancellation..............................................12
     SECTION 3.8.   Book-Entry Securities.....................................13
     SECTION 3.9.   Notices to Clearing Agency................................14
     SECTION 3.10.  Definitive Securities.....................................14

ARTICLE IV Ownership of Trust Property; Residual Certificates and Transfer of
             Interests........................................................14

     SECTION 4.1.   Trust Property Ownership..................................14
     SECTION 4.2.   The Residual Certificates.................................15
     SECTION 4.3.   Authentication of Residual Certificates...................15
     SECTION 4.4.   Registration of Transfer and Exchange of Residual
                    Certificates..............................................15
     SECTION 4.5.   Mutilated, Destroyed, Lost or Stolen Residual
                    Certificates..............................................16

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     SECTION 4.6.   Persons Deemed Residual Certificateholders................16
     SECTION 4.7.   Access to List of Residual Certificateholders' Names and
                    Addresses.................................................17
     SECTION 4.8.   Maintenance of Office or Agency...........................17
     SECTION 4.9.   ERISA Restrictions........................................17
     SECTION 4.10.        Restrictions on Transfer of Residual Certificates...17
     SECTION 4.11.        Acceptance of Obligations...........................19
     SECTION 4.12.        Distributions on Residual Certificates..............19

ARTICLE V Voting Rights and Other Actions.....................................19

     SECTION 5.1.   Prior Notice to Holders with Respect to Certain Matters...19
     SECTION 5.2.   Action by Residual Certificateholders with Respect to
                    Certain Matters...........................................20
     SECTION 5.3.   Action with Respect to Bankruptcy.........................20
     SECTION 5.4.   Restrictions on Residual Certificateholders' Power........20
     SECTION 5.5.   Majority Control..........................................21
     SECTION 5.6.   Rights of the Controlling Party...........................21

ARTICLE VI Certain Duties.....................................................22

     SECTION 6.1.   Accounting and Records to the Class A-1 Securityholders,
                    Residual Certificateholders, the Internal Revenue Service
                    and Others................................................22
     SECTION 6.2.   Signature on Returns; Tax Matters Partner.................22
     SECTION 6.3.   Certificate Purchase Agreement and Underwriting Agreement.23

ARTICLE VII Authority and Duties of Owner Trustee.............................23

     SECTION 7.1.   General Authority.........................................23
     SECTION 7.2.   General Duties............................................23
     SECTION 7.3.   Action upon Instruction...................................23
     SECTION 7.4.   No Duties Except as Specified in this Agreement or in
                    Instructions..............................................24
     SECTION 7.5.   No Action Except under Specified Documents or
                    Instructions..............................................25
     SECTION 7.6.   Restrictions..............................................25

ARTICLE VIII Concerning the Owner Trustee.....................................25

     SECTION 8.1.   Acceptance of Trust and Duties............................25
     SECTION 8.2.   Furnishing of Documents...................................26
     SECTION 8.3.   Representations and Warranties............................26
     SECTION 8.4.   Reliance; Advice of Counsel...............................27
     SECTION 8.5.   Not Acting in Individual Capacity.........................27
     SECTION 8.6.   Owner Trustee Not Liable for Securities, Residual
                    Certificates or Mortgage Loans............................27
     SECTION 8.7.   Owner Trustee May Own Securities and Residual
                    Certificates..............................................28
     SECTION 8.8.   Payments from Owner Trust Estate..........................28
     SECTION 8.9.   Doing Business in Other Jurisdictions.....................28

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ARTICLE IX Compensation of Owner Trustee......................................29

     SECTION 9.1.   Owner Trustee's Fees and Expenses.........................29
     SECTION 9.2.   Indemnification...........................................29
     SECTION 9.3.   Payments to the Owner Trustee.............................29
     SECTION 9.4.   Non-recourse Obligations..................................29

ARTICLE X Termination of Trust Agreement......................................29

     SECTION 10.1.  Termination of Trust Agreement............................29

ARTICLE XI Successor Owner Trustees and Additional Owner Trustees.............31

     SECTION 11.1.  Eligibility Requirements for Owner Trustee................31
     SECTION 11.2.  Resignation or Removal of Owner Trustee...................31
     SECTION 11.3.  Successor Owner Trustee...................................32
     SECTION 11.4.  Merger or Consolidation of Owner Trustee..................33
     SECTION 11.5.  Appointment of Co-Owner Trustee or Separate Owner
                    Trustee...................................................33

ARTICLE XII Miscellaneous.....................................................34

     SECTION 12.1.  Supplements and Amendments................................34
     SECTION 12.2.  No Legal Title to Owner Trust Estate in Residual
                    Certificateholders........................................35
     SECTION 12.3.  Limitations on Rights of Others...........................35
     SECTION 12.4.  Notices...................................................36
     SECTION 12.5.  Severability..............................................36
     SECTION 12.6.  Separate Counterparts.....................................36
     SECTION 12.7.  Assignments; Insurer and Freddie Mac......................36
     SECTION 12.8.  No Petition...............................................37
     SECTION 12.9.  No Recourse...............................................37
     SECTION 12.10. Headings..................................................37
     SECTION 12.11. GOVERNING LAW.............................................37
     SECTION 12.12. Servicer..................................................37

EXHIBITS

Exhibit A.........Form of Class A-1 Certificate
Exhibit B.........Form of Residual Certificate
Exhibit C.........Form of Certificate of Trust

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                  TRUST AGREEMENT dated as of June 1, 2000 (the "Agreement")
between GREENPOINT MORTGAGE SECURITIES INC., a Delaware corporation (the
"Sponsor"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation as
Owner Trustee.

                                   ARTICLE I

                                   Definitions

     SECTION 1.1. Defined Terms. For the purposes of this Agreement, the
following terms shall have the meanings set forth below. All other capitalized
terms used herein but not defined shall have the meanings set forth in Annex A
to the Pooling Agreement and Indenture dated as of June 1, 2000 (the "Pooling
Agreement"), between the Issuer and the Trustee, as the same may be amended and
supplemented from time to time.

     "Affiliate" shall mean with respect to any specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, or owns, directly or indirectly,
50% or more of, the Person specified.

     "Agreement" shall mean this Trust Agreement, as the same may be amended and
supplemented from time to time.

     "Benefit Plan" shall have the meaning assigned to such term in Section 4.9.

     "Business Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss. 3801 et seq. as the same may be amended from time to
time.

     "Certificate of Trust" shall mean the Certificate of Trust in the form of
Exhibit C to be filed for the Trust pursuant to Section 3810(a) of the Business
Trust Statute.

     "Class A-1 Certificate" shall mean a trust certificate evidencing the
beneficial ownership interest of a Securityholder in the Trust, substantially in
the form of Exhibit A attached hereto.

     "Definitive Residual Certificates" shall mean Residual Certificates issued
in certificated, fully registered form.

     "Definitive Securities" shall mean Securities issued in certificated, fully
registered form.

     "Expenses" shall have the meaning assigned to such term in Section 9.2.

     "Holder" shall mean, as appropriate, the Person in whose name a Security is
registered on the Security Register or in whose name a Residual Certificate is
registered on the Residual Certificate Register.

     "Indemnified Parties" shall have the meaning assigned to such term in
Section 9.2.

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     "Instructing Party" shall have the meaning assigned to such term in Section
7.3.

     "Owner Trust Estate" shall mean all right, title and interest of the Trust
in and to the property and rights assigned to the Trust pursuant to Article II
of the Sale and Servicing Agreement, all funds on deposit from time to time in
the Collection Account and all other property of the Trust from time to time,
including any rights of the Issuer pursuant to the Sale and Servicing Agreement
and any rights of the Sponsor, in its capacity as Purchaser, pursuant to the
Mortgage Loan Purchase Agreement.

     "Proposer" shall have the meaning ascribed to it in Section 5.2(b) herein.

     "Residual Certificate" shall mean a trust certificate evidencing the
beneficial ownership interest of a Residual Certificateholder in the Trust,
substantially in the form of Exhibit B attached hereto.

     "Residual Certificateholder" shall mean the Person in whose name a Residual
Certificate is registered on the Residual Certificate Register.

     "Residual Certificate Register" and "Residual Certificate Registrar" shall
mean the register maintained and the registrar respectively appointed pursuant
to Section 4.4.

     "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

     "Security" shall mean a Class A-1 Certificate or a Class A-2 Note.

     "Securityholder" shall mean the Person in whose name a Security is
registered on the Security Register.

     "Security Majority" shall mean a majority by principal amount of the
Securityholders so long as the Securities are outstanding and a majority by
principal amount of the Residual Certificateholders thereafter.

     "Security Register" and "Security Registrar" shall mean the register
maintained and the registrar respectively appointed pursuant to Section 3.3.

     "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     SECTION 1.2. Other Definitional Provisions.

     (a) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

     (b) As used in this Agreement and in any certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any

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such certificate or other document, and accounting terms partly defined in this
Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles as in effect on the date of this Agreement or any
such certificate or other document, as applicable. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement or
in any such certificate or other document shall control.

     (c) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to
this Agreement unless otherwise specified; and the term "including" shall mean
"including without limitation."

     (d) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

     SECTION 1.3. Action by or Consent of Securityholders and Residual
Certificateholders. Whenever any provision of this Agreement refers to action to
be taken, or consented to, by Securityholders or Residual Certificateholders,
such provision shall be deemed to refer to the Securityholder or Residual
Certificateholder, as the case may be, of record as of the Record Date
immediately preceding the date on which such action is to be taken, or consent
given, by Securityholders or Residual Certificateholders. Solely for the
purposes of any action to be taken, or consented to, by Securityholders or
Residual Certificateholders, any Security or Residual Certificate registered in
the name of the Sponsor or any Affiliate thereof shall be deemed not to be
outstanding; provided, however, that, solely for the purpose of determining
whether the Trustee is entitled to rely upon any such action or consent, only
Securities or Residual Certificates which the Owner Trustee, or the Trustee,
respectively, knows to be so owned shall be so disregarded.

                                   ARTICLE II

                                  Organization

     SECTION 2.1. Name. There is hereby formed a trust to be known as
"GreenPoint Home Equity Loan Trust 2000-1", in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

     SECTION 2.2. Office. The office of the Trust shall be in the care of
the Owner Trustee at the Corporate Trust Office or at such other address as the
Owner Trustee may designate by written notice to the Residual
Certificateholders, the Holders of the Class A-1 Certificates and the Sponsor.

     SECTION 2.3. Purposes and Powers.

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     (a) The purpose of the Trust is, and the Trust shall have the power and
authority, to engage in the following activities:

     (i) to issue the Class A-2 Notes pursuant to the Pooling Agreement and the
   Class A-1 Certificates and the Residual Certificates pursuant to this
   Agreement, and to sell the Securities;

     (ii) to assign, grant, transfer, pledge, mortgage and convey the Owner
   Trust Estate to the Trustee on behalf of the Securityholders and for the
   benefit of the Insurer and Freddie Mac and to hold, manage and distribute to
   the Residual Certificateholders pursuant to the terms of the Sale and
   Servicing Agreement any portion of the Owner Trust Estate released from the
   Lien of, and remitted to the Trust pursuant to, the Pooling Agreement;

     (iii) with the proceeds of the sale of the Securities, to pay the
   organizational, start-up and transactional expenses of the Trust and to pay
   the balance to the Sponsor pursuant to the Sale and Servicing Agreement;

     (iv) to enter into and perform its obligations under the Basic Documents to
   which it is a party;

     (v) to engage in those activities, including entering into agreements, that
   are necessary, suitable or convenient to accomplish the foregoing or are
   incidental thereto or connected therewith; and

     (vi) subject to compliance with the Basic Documents, to engage in such
   other activities as may be required in connection with conservation of the
   Owner Trust Estate and the making of distributions to the Securityholders and
   the Residual Certificateholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the Basic
Documents.

     SECTION 2.4. Appointment of Owner Trustee. The Sponsor hereby appoints the
Owner Trustee as trustee of the Trust effective as of the date hereof, to have
all the rights, powers and duties set forth herein.

     SECTION 2.5. Initial Capital Contribution of Trust Estate. The Sponsor
hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as
of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt
in trust from the Sponsor, as of the date hereof, of the foregoing contribution,
which shall constitute the initial Owner Trust Estate and shall be deposited in
the Collection Account. On or prior to the Closing Date, the Owner Trustee will
also, upon receipt thereof, acknowledge on behalf of the Trust receipt of the
Mortgage Loans pursuant to the Sale and Servicing Agreement. The Sponsor shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

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     SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Residual Certificateholders,
subject to the obligations of the Trust under the Basic Documents. It is the
intention of the parties hereto that the Trust constitute a business trust under
the Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that, solely for income tax purposes, the Trust shall be treated as a branch;
provided, however, that in the event Residual Certificates are owned by more
than one Residual Certificateholder, it is the intention of the parties hereto
that, solely for income and franchise tax purposes, the Trust shall then be
treated as a partnership and that, unless otherwise required by appropriate tax
authorities, only after such time the Trust will file or cause to be filed
annual or other necessary returns, reports and other forms consistent with the
characterization of the Trust as a partnership for such tax purposes. Effective
as of the date hereof, the Owner Trustee shall have all rights, powers and
duties set forth herein and to the extent not inconsistent herewith, in the
Business Trust Statute with respect to accomplishing the purposes of the Trust.
The Owner Trustee shall file the Certificate of Trust with the Secretary of
State.

     SECTION 2.7. Liability. No Holder shall have any personal liability for any
liability or obligation of the Trust.

     SECTION 2.8. Title to Trust Property.

     (a) Legal title to all the Owner Trust Estate shall be vested at all times
in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be vested
in a trustee or trustees, in which case title shall be deemed to be vested in
the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

     (b) The Holders shall not have legal title to any part of the Trust
Property. The Holders shall be entitled to receive distributions with respect to
their undivided ownership interest therein only in accordance with Article IX.
No transfer, by operation of law or otherwise, of any right, title or interest
by any Residual Certificateholder or any Holder of any Class A-1 Certificate of
its ownership interest in the Owner Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Property.

     SECTION 2.9. Situs of Trust. The Trust will be located and administered in
the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
New York. Payments will be received by the Trust only in Delaware or New York
and payments will be made by the Trust only from Delaware or New York. The Trust
shall not have any employees in any state other than Delaware; provided,
however, that nothing herein shall restrict or prohibit the Owner Trustee, the
Servicer or any agent of the Trust from having employees within or without the
State of Delaware. The only office of the Trust will be at the Corporate Trust
Office in Delaware.

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     SECTION 2.10. Representations and Warranties of the Sponsor. The Sponsor
makes the following representations and warranties on which the Owner Trustee
relies in accepting the Owner Trust Estate in trust and issuing the Securities
and the Residual Certificates, upon which the Insurer relies in issuing the
Policy and upon which Freddie Mac relies in providing the Guarantee.

     (a) The Sponsor is duly organized and validly existing as a Delaware
corporation with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted and is proposed to be conducted pursuant to this Agreement and the
Basic Documents;

     (b) It is duly qualified to do business as a foreign corporation in good
standing, and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of its property, the conduct of
its business and the performance of its obligations under this Agreement and the
Basic Documents requires such qualification;

     (c) The Sponsor has the corporate power and authority to execute and
deliver this Agreement and to carry out its terms; this Agreement, when executed
and delivered by the Sponsor, will constitute the legal, valid and binding
obligations of the Sponsor, enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general equitable principles; the Sponsor has full power and authority to sell
and assign the property to be sold and assigned to and deposited with the Trust
and the Sponsor has duly authorized such sale and assignment and deposit to the
Trust by all necessary corporate action; and the execution, delivery and
performance of this Agreement has been duly authorized by the Sponsor by all
necessary corporate action;

     (d) No consent, license, approval or authorization or registration or
declaration with, any Person or with any governmental authority, bureau or
agency is required in connection with the execution, delivery or performance of
this Agreement and the Basic Documents, except for such as have been obtained,
effected or made;

     (e) The consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof do not conflict with, result in any breach
of any of the terms and provisions of, or constitute (with or without notice or
lapse of time) a default under, the certificate of incorporation or by-laws of
the Sponsor, or any material indenture, agreement or other instrument to which
the Sponsor is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than pursuant to the Basic
Documents); nor violate any law or, to the best of the Sponsor's knowledge, any
order, rule or regulation applicable to the Sponsor of any court or of any
Federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Sponsor or its properties; and

     (f) There are no proceedings or investigations pending or, to its knowledge
threatened against it before any court, regulatory body, administrative agency
or other tribunal or governmental instrumentality having jurisdiction over it or
its properties (A) asserting the

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invalidity of this Agreement or any of the Basic Documents, (B) seeking to
prevent the issuance of the Securities or the Residual Certificates or the
consummation of any of the transactions contemplated by this Agreement or any of
the Basic Documents, (C) seeking any determination or ruling that might
materially and adversely affect its performance of its obligations under, or the
validity or enforceability of, this Agreement or any of the Basic Documents, or
(D) seeking to adversely affect the federal income tax or other federal, state
or local tax attributes of the Securities or the Residual Certificates.

     SECTION 2.11. Federal Income Tax Allocations. In the event that the Trust
is treated as a partnership for Federal income tax purposes, net income of the
Trust for any month as determined for Federal income tax purposes (and each item
of income, gain, loss, credit and deduction entering into the computation
thereof) shall be allocated:

     (a) to the extent of available net income, among the Residual
Certificateholders and the Holders of any other securities treated as equity in
the partnership as of the first Record Date following the end of such month, in
proportion to their ownership of principal amount of Residual Certificates and
any such securities on such date; and

     (b) to the Sponsor, to the extent of any remaining net income.

If the net income of the Trust for any month is insufficient for the allocations
described in clause (a) above, subsequent net income shall first be allocated to
make up such shortfall before being allocated as provided in clause (b). Net
losses of the Trust, if any, for any month as determined for Federal income tax
purposes (and each item of income, gain, loss, credit and deduction entering
into the computation thereof) shall be allocated among the Residual
Certificateholders and the Holders of any other securities treated as equity in
the partnership as of the Record Date in proportion to their ownership
percentage of principal amount of Residual Certificates and any such securities,
respectively, on such Record Date until the principal balance of the Residual
Certificates and any such securities is reduced to zero. The Sponsor is
authorized to modify the allocations in this paragraph if necessary or
appropriate, in its sole discretion, for the allocations to fairly reflect the
economic income, gain or loss to the Residual Certificateholders and the Holders
of any other securities treated as equity in the partnership, or as otherwise
required by the Code.

     SECTION 2.12. Covenants of the Sponsor. The Sponsor agrees and covenants
for the benefit of each Residual Certificateholder, each Holder of a Class A-1
Certificate, the Insurer, Freddie Mac and the Owner Trustee, during the term of
this Agreement, and to the fullest extent permitted by applicable law, that:

     (a) it shall not create, incur or suffer to exist any indebtedness or
engage in any business, except, in each case, as permitted by its certificate of
incorporation and the Basic Documents;

     (b) it shall not, for any reason, institute proceedings for the Trust to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Trust, or file a petition seeking or
consenting to reorganization or relief under any applicable federal or state law
relating to the bankruptcy of the Trust, or consent to the

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appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Trust or a substantial part of the property of the
Trust or cause or permit the Trust to make any assignment for the benefit of
creditors, or admit in writing the inability of the Trust to pay its debts
generally as they become due, or declare or effect a moratorium on the debt of
the Trust or take any action in furtherance of any such action;

     (c) it shall obtain from each counterparty to each Basic Document to which
it or the Trust is a party and each other agreement entered into on or after the
date hereof to which it or the Trust is a party, an agreement by each such
counterparty that prior to the occurrence of the event specified in Section
10.1(e) such counterparty shall not institute against, or join any other Person
in instituting against, it or the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States or any state of the United States; and

     (d) it shall not, for any reason, withdraw or attempt to withdraw from this
Agreement, dissolve, institute proceedings for it to be adjudicated a bankrupt
or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of it or a substantial part of
its property, or make any assignment for the benefit of creditors, or admit in
writing its inability to pay its debts generally as they become due, or declare
or effect a moratorium on its debt or take any action in furtherance of any such
action.

     SECTION 2.13. Covenants of the Residual Certificateholders. Each Residual
Certificateholder agrees:

     (a) to be bound by the terms and conditions of the Residual Certificates
and of this Agreement, including any supplements or amendments hereto and to
perform the obligations of a Residual Certificateholder as set forth therein or
herein, in all respects as if it were a signatory hereto. This undertaking is
made for the benefit of the Trust, the Owner Trustee, the Insurer, Freddie Mac
and all other Residual Certificateholders present and future;

     (b) to hereby appoint the Sponsor as such Residual Certificateholder's
agent and attorney-in-fact to sign any federal income tax information return
filed on behalf of the Trust, if any, and agree that, if requested by the Trust,
it will sign such federal income tax information return in its capacity as
holder of an interest in the Trust. Each Residual Certificateholder also hereby
agrees that in its tax returns it will not take any position inconsistent with
those taken in any tax returns that may be filed by the Trust;

     (c) if such Residual Certificateholder is other than an individual or other
entity holding its Residual Certificate through a broker who reports securities
sales on Form 1099-B, to notify the Owner Trustee of any transfer by it of a
Residual Certificate in a taxable sale or exchange, within 30 days of the date
of the transfer; and

     (d) until the completion of the events specified in Section 10.1(e), not
to, for any reason, institute proceedings for the Trust or the Sponsor to be
adjudicated a bankrupt or

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insolvent, or consent to the institution of bankruptcy or insolvency proceedings
against the Trust, or file a petition seeking or consenting to reorganization or
relief under any applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Sponsor or the Trust or a
substantial part of its property, or cause or permit the Sponsor or the Trust to
make any assignment for the benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due, or declare or effect a
moratorium on its debt or take any action in furtherance of any such action.

     Except as provided in Section 2.13, and notwithstanding any other provision
to the contrary in this Agreement, no Residual Certificateholder other than the
Sponsor in its capacity as the "Sponsor" shall be deemed to have adopted, be
bound by, or succeed in any way to any representation by, or duty of
indemnification by or any other duty of, the Sponsor, including those contained
in Sections 2.10, 2.12, 3.5, 4.6, 9.2 or elsewhere herein.

                                  ARTICLE III

                     Certificates and Transfer of Interests

     SECTION 3.1. Form. The Class A-1 Certificates, together with the Owner
Trustee's certificate of authentication, shall be in substantially the form set
forth in Exhibit A, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Trust Agreement and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may, consistently herewith, be determined by
the officers executing such Class A-1 Certificates, as evidenced by their
execution of the Class A-1 Certificates. Any portion of the text of any Class
A-1 Certificate may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Certificate.

     Each Class A-1 Certificate shall be dated the date of its authentication.
The terms of the Class A-1 Certificates set forth in Exhibit A are part of the
terms of this Trust Agreement.

     SECTION 3.2. Execution, Authentication and Delivery. The Class A-1
Certificates shall be executed on behalf of the Issuer by any of its Authorized
Officers. The signature of any such Authorized Officer on the Certificates may
be original or facsimile.

     Class A-1 Certificates bearing the original or facsimile signature of
individuals who were at any time Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Class A-1
Certificates or did not hold such offices at the date of such Class A-1
Certificates.

     The Trustee shall authenticate and shall deliver Class A-1 Certificates for
original issue in an aggregate principal amount of $244,172,00.

     Each Class A-1 Certificate shall be dated the date of its authentication.
The Class A-1 Certificates shall be issuable as registered Class A-1
Certificates in the minimum denomination of $1,000 and in integral multiples of
$1,000 in excess thereof.

                                       9
<PAGE>

     No Class A-1 Certificate shall be entitled to any benefit under this Trust
Agreement or under the Pooling Agreement or be valid or obligatory for any
purpose, unless there appears attached to such Class A-1 Certificate a
certificate of authentication substantially in the form provided for herein
executed by the Owner Trustee by the manual signature of one of its authorized
signatories, and such certificate attached to any Class A-1 Certificate shall be
conclusive evidence, and the only evidence, that such Class A-1 Certificate has
been duly authenticated and delivered hereunder. Subject to Section 3.8, the
Class A-1 Certificates shall initially be delivered as Definitive Securities.

     SECTION 3.3. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Securities and the registration of transfers of
Securities. The Trustee shall be "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided. Upon any
resignation of any Security Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties of
Security Registrar.

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

     Upon surrender for registration or transfer of any Securities at the office
of the Security Registrar designated for such purpose, and if the requirements
of Section 8-401(1) of the UCC are met, the Issuer shall execute or cause the
Trustee to authenticate one or more new Securities, in any authorized
denominations, of the same class and a like aggregate principal amount. As of
the Closing Date, the Security Registrar has designated its offices located at
123 Washington Street, New York, New York 10006 for purposes of such
registration of transfer. A Securityholder may also obtain from the Trustee, in
the name of the designated transferee or transferees one or more new Securities,
in any authorized denominations, of the same class and a like aggregate
principal amount. Such requirements shall not be deemed to create a duty in the
Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC.

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

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Issuer, evidencing
the same beneficial ownership interest or

                                       10
<PAGE>

debt, as appropriate, and entitled to the same benefits under this Trust
Agreement and under the Pooling Agreement, as the Securities surrendered upon
such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in the form attached to Exhibit A, in the case of the
Class A-1 Certificates, or Exhibit A to the Pooling Agreement, in the case of
the Class A-2 Notes, duly executed by the Holder thereof or such Holder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Security
Registrar all in accordance with the Exchange Act, and (ii) accompanied by such
other documents as the Security Registrar may require.

     No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities, but the Security Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.3 or 4.4 hereof or 9.6 of
the Pooling Agreement not involving any transfer.

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

     SECTION 3.4. Mutilated, Destroyed, Lost or Stolen Securities. If (i) any
mutilated Security is surrendered to the Security Registrar, or the Security
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Security, and (ii) there is delivered to the Trustee, the Insurer
and Freddie Mac such security or indemnity as may be required by it to hold the
Issuer, the Trustee, the Insurer and Freddie Mac harmless, then, in the absence
of notice to the Issuer, the Security Registrar or the Trustee that such Note
has been acquired by a bona fide purchaser, and provided that the requirements
of Section 8-405 of the UCC are met, the Issuer shall execute and upon its
request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Security, a replacement
Security (such requirement shall not be deemed to create a duty in the Owner
Trustee to monitor the compliance by the Issuer with Section 8-405); provided,
however, that if any such destroyed, lost or stolen Security, but not a
mutilated Security, shall have become or within seven days shall be due and
payable, or shall have been called for redemption, the Issuer may, instead of
issuing a replacement Security, direct the Trustee, in writing, to pay such
destroyed, lost or stolen Security when so due or payable or upon the Redemption
Date without surrender thereof. If, after the delivery of such replacement
Security or payment of a destroyed, lost or stolen Security pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original
Security in lieu of which such replacement Security was issued presents for
payment

                                       11
<PAGE>

such original Security, the Issuer, the Trustee, the Insurer and Freddie Mac
shall be entitled to recover such replacement Security (or such payment) from
the Person to whom it was delivered or any Person taking such replacement
Security from such Person to whom such replacement Security was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer, the Owner Trustee or the
Trustee in connection therewith.

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

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

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

     SECTION 3.5. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Security, the Issuer, the Trustee, the Insurer
and Freddie Mac and any agent of the Issuer, the Trustee, the Insurer and
Freddie Mac may treat the Person in whose name any Security is registered (as of
the Record Date) as the owner of such Security for the purpose of receiving
payments of principal of and interest, if any on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the
Issuer, the Insurer, Freddie Mac, the Trustee nor any agent of the Issuer, the
Insurer, Freddie Mac or the Trustee shall be affected by notice to the contrary.

     SECTION 3.6. Payment of Principal and Interest. All terms concerning the
accrual of interest on the Securities and payment of any amounts on the
Securities are contained in the Pooling Agreement.

     SECTION 3.7. Cancellation. Subject to Section 2.6(d) of the Pooling
Agreement, all Securities surrendered for payment, registration of transfer,
exchange or redemption shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by the
Trustee. Subject to Section 2.6(d) of the Pooling Agreement, the Issuer may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by the Pooling Agreement or this Trust Agreement. Subject to Section
2.6(d) of the Pooling Agreement, all canceled Securities may be

                                       12
<PAGE>

held or disposed of by the Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall direct by an
Issuer Order that they be destroyed or returned to it; provided that such Issuer
Order is timely and the Securities have not been previously disposed of by the
Trustee.

     SECTION 3.8. Book-Entry Securities. The Class A-2 Notes, upon original
issuance, will be issued in the form of typewritten Notes representing the
Book-Entry Securities, to be delivered to The Depository Trust Company or its
custodian, the initial Clearing Agency, by, or on behalf of, the Issuer. Such
Class A-2 Notes shall initially be registered on the Security Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no Security
Owner will receive a Definitive Security representing such Security Owner's
interest in such Security, except as provided in Section 3.10. Unless and until
definitive, fully registered Securities (the "Definitive Securities") have been
issued to Security Owners pursuant to Section 3.10:

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

    (ii) the Security Registrar and the Trustee shall be entitled to deal with
         the Clearing Agency for all purposes of this Pooling Agreement
         (including the payment of principal of and interest on the Class A-2
         Notes and the giving of instructions or directions hereunder) as the
         sole Holder of the Class A-2 Notes, and shall have no obligation to the
         Class A-2 Note Owners;

    (iii) to the extent that the provisions of this Section conflict with any
         other provisions of this Trust Agreement or with provisions of the
         Pooling Agreement, the provisions of this Section shall control;

    (iv) the rights of Class A-2 Note Owners shall be exercised only through the
         Clearing Agency and shall be limited to those established by law and
         agreements between such Class A-2 Note Owners and the Clearing Agency
         and/or the Clearing Agency Participants. Unless and until Definitive
         Securities are issued pursuant to Section 3.10, the initial Clearing
         Agency will make book-entry transfers among the Clearing Agency
         Participants and receive and transmit payments of principal of and
         interest on the Class A-2 Notes to such Clearing Agency Participants;

    (v)  whenever this Agreement or the Pooling Agreement requires or permits
         actions to be taken based upon instructions or directions of Holders of
         Securities evidencing a specified percentage of the Outstanding Amount
         of the Securities, the Clearing Agency shall be deemed to represent
         such percentage only to the extent that it has received instructions to
         such effect from Class A-2 Note Owners and/or Clearing Agency
         Participants owning or representing, respectively, such required
         percentage of the beneficial interest in the Class A-2 Notes and has
         delivered such instructions to the Trustee; and

    (vi) Class A-2 Note Owners may receive copies of any reports sent to
         Securityholder pursuant to this Agreement or the Pooling Agreement,
         upon written request, together with a certification that they are
         Security Owners and payment of

                                       13
<PAGE>

         reproduction and postage expenses associated with the distribution of
         such reports, from the Trustee at the Corporate Trust Office.

     SECTION 3.9. Notices to Clearing Agency. Whenever a notice or other
communication to the Securityholder is required under this Agreement or the
Pooling Agreement, unless and until Definitive Securities shall have been issued
to Security Owners pursuant to Section 3.10, the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Securities to the Clearing Agency, and shall have no obligation to the Security
Owners.

     SECTION 3.10. Definitive Securities. If (i) the Servicer advises the
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Class A-2 Notes, and
the Servicer is unable to locate a qualified successor, (ii) the Servicer at its
option advises the Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or (iii) after the occurrence of a Rapid
Amortization Event, Class A-2 Securityholders representing beneficial interests
aggregating at least a majority of the Outstanding Amount of the Class A-2 Notes
advise the Trustee through the Clearing Agency in writing that the continuation
of a book entry system through the Clearing Agency is no longer in the best
interests of the Class A-2 Securityholders, then the Clearing Agency shall
notify all Class A-2 Securityholders and the Trustee of the occurrence of any
such event and of the availability of Definitive Securities to Class A-2
Securityholders requesting the same. Upon surrender to the Trustee of the
typewritten Class A-2 Note or Class A-2 Notes representing the Book-Entry
Securities by the Clearing Agency, accompanied by registration instructions, the
Issuer shall execute and the Trustee shall authenticate the Definitive
Securities in accordance with the instructions of the Clearing Agency. None of
the Issuer, the Security Registrar or the Trustee shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Securities, the Trustee shall recognize the Holders of the Definitive Securities
as Securityholders.

                                   ARTICLE IV

  Ownership of Trust Property; Residual Certificates and Transfer of Interests

     SECTION 4.1. Trust Property Ownership(a) . (a) Upon the formation of the
Trust by the contribution by the Sponsor pursuant to Section 2.5, the Owner
Trustee, contemporaneously therewith, having full power, authority, and
authorization to do so, has executed, authenticated, dated, issued, and
delivered, in the name and on behalf of the Trust, to the Sponsor, one (1) or
more Residual Certificates representing in the aggregate and together with the
Class A-1 Certificates a 100% interest in the Trust, and has registered such
Residual Certificate(s) on the Residual Certificate Register in the name of the
Sponsor. Such Residual Certificate(s) are duly authorized, validly issued, and
entitled to the benefits of this Agreement. The Sponsor shall at all times keep
and own a Residual Certificate or Residual Certificates representing no less
than 1% interest, and at no time will the Sponsor sell or alienate its interest
represented by Residual Certificate(s) in such a way as to reduce its aggregate
beneficial ownership in the Residual Certificates to less than 1%.

                                       14
<PAGE>

     (b) Upon the transfer and assignment to the Trust of the Mortgage Loans
pursuant to Section 2.01 of the Sale and Servicing Agreement, the beneficial
ownership of the Trust's property shall be evidenced as follows:

            Class                                    Property Owned
Class A-1 Certificates                o  An undivided beneficial interest in the
                                         Mortgage Loans included in Pool I to
                                         the extent of or as defined by the
                                         right of such Class A-1 Certificates to
                                         receive payments of principal and
                                         interest pursuant to the Pooling
                                         Agreement.

Residual Certificates                 o  Subject to the rights of the Class A-1
                                         Certificates, the Class A-2 Notes, the
                                         Insurer and Freddie Mac, any and all
                                         other property of the Trust from time
                                         to time.

     SECTION 4.2. The Residual Certificates. Except for Residual Certificates
issued to the Sponsor, the Residual Certificates shall be issued in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. The
Residual Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee. Residual
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Residual Certificates or did not hold such offices at the date of authentication
and delivery of such Residual Certificates. A transferee of a Residual
Certificate shall become a Residual Certificateholder, and shall be entitled to
the rights and subject to the obligations of a Residual Certificateholder
hereunder, upon due registration of such Residual Certificate in such
transferee's name pursuant to Section 4.4.

     SECTION 4.3. Authentication of Residual Certificates. Concurrently with the
initial sale of the Mortgage Loans to the Trust pursuant to the Sale and
Servicing Agreement, the Owner Trustee shall cause the Residual Certificates to
be executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Sponsor, signed by its chairman of the board, its president
or any vice president, its treasurer or any assistant treasurer without further
corporate action by the Sponsor, in authorized denominations. No Residual
Certificate shall entitle its holder to any benefit under this Agreement, or
shall be valid for any purpose, unless there shall appear on such Residual
Certificate a certificate of authentication substantially in the form set forth
in Exhibit B, executed by the Owner Trustee, by manual signature; such
authentication shall constitute conclusive evidence that such Residual
Certificate shall have been duly authenticated and delivered hereunder. All
Residual Certificates shall be dated the date of their authentication.

     SECTION 4.4. Registration of Transfer and Exchange of Residual
Certificates. The Residual Certificate Registrar shall keep or cause to be kept,
at the office or agency

                                       15
<PAGE>

maintained pursuant to Section 4.8, a Residual Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of Residual Certificates and of transfers and
exchanges of Residual Certificates as herein provided. The Owner Trustee shall
be the initial Residual Certificate Registrar.

     In furtherance of and not in limitation of the foregoing, each Residual
Certificateholder, by acceptance of its Residual Certificate, specifically
acknowledges that it has no right to or interest in any monies at any time held
in the Reserve Fund prior to the release of such monies pursuant to Section
8.7(d)(xiv) of the Pooling Agreement, such monies being held in trust for the
benefit of the Securityholders and the Insurer. Notwithstanding the foregoing,
in the event that it is ever determined that the monies held in the Reserve Fund
constitute a pledge of collateral, then the provisions of the Sale and Servicing
Agreement shall be considered to constitute a security agreement and the Sponsor
and the Residual Certificateholders hereby grant to the Trustee and the Insurer
a first priority perfected security interest in such amounts. In addition, each
Residual Certificateholder, by acceptance of its Residual Certificate, hereby
appoints the Sponsor as its agent to pledge a first priority perfected security
interest in the Reserve Fund, and any amounts held therein from time to time to
the Trustee and the Insurer and agrees to execute and deliver such instruments
of conveyance, assignment, grant, confirmation, etc., as well as any financing
statements, in each case as the Insurer shall consider reasonably necessary in
order to perfect the Trustee's security interest in the Mortgage Loans.

     SECTION 4.5. Mutilated, Destroyed, Lost or Stolen Residual Certificates. If
(a) any mutilated Residual Certificate shall be surrendered to the Residual
Certificate Registrar, or if the Residual Certificate Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Residual
Certificate and (b) there shall be delivered to the Residual Certificate
Registrar, the Owner Trustee, the Insurer and Freddie Mac such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Residual Certificate shall have been acquired by a
bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and
the Owner Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Residual Certificate, a new
Residual Certificate of like class, tenor and denomination. In connection with
the issuance of any new Residual Certificate under this Section, the Owner
Trustee or the Residual Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Residual Certificate issued pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Residual Certificate shall be found at any time.

     SECTION 4.6. Persons Deemed Residual Certificateholders. Every Person by
virtue of becoming a Residual Certificateholder in accordance with this
Agreement and the rules and regulations of the Residual Certificate Registrar
shall be deemed to be bound by the terms of this Agreement. Prior to due
presentation of a Residual Certificate for registration of transfer, the Owner
Trustee, the Residual Certificate Registrar, the Insurer and Freddie Mac and any
agent of the Owner Trustee, the Residual Certificate Registrar, the Insurer and
Freddie Mac, may treat the Person in whose name any Residual Certificate shall
be registered in the Residual Certificate Register as the owner of such Residual
Certificate for the purpose of receiving distributions pursuant to the Sale and
Servicing Agreement and the Pooling Agreement and for all other

                                       16
<PAGE>

purposes whatsoever, and none of the Owner Trustee, the Residual Certificate
Registrar, the Insurer or Freddie Mac nor any agent of the Owner Trustee, the
Residual Certificate Registrar, the Insurer or Freddie Mac shall be bound by any
notice to the contrary.

     SECTION 4.7. Access to List of Residual Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Sponsor, the Insurer or Freddie Mac, within 15 days after receipt
by the Owner Trustee of a request therefor from such Person in writing, a list,
of the names and addresses of the Residual Certificateholders as of the most
recent Record Date. If three or more Holders of Residual Certificates or one or
more Holders of Residual Certificates evidencing not less than 25% by Percentage
Interest apply in writing to the Owner Trustee, and such application states that
the applicants desire to communicate with other Residual Certificateholders with
respect to their rights under this Agreement or under the Residual Certificates
and such application is accompanied by a copy of the communication that such
applicants propose to transmit, then the Owner Trustee shall, within five
Business Days after the receipt of such application, afford such applicants
access during normal business hours to the current list of Residual
Certificateholders. Each Holder, by receiving and holding a Residual
Certificate, shall be deemed to have agreed not to hold any of the Sponsor, the
Servicer, the Owner Trustee, the Insurer or Freddie Mac or any agent thereof
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

     SECTION 4.8. Maintenance of Office or Agency. The Owner Trustee shall
maintain in Wilmington, Delaware an office or offices or agency or agencies
where Residual Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Residual Certificates and the Basic Documents may be served. The Owner
Trustee initially designates its Corporate Trust Office for such purposes. The
Owner Trustee shall give prompt written notice to the Sponsor, the Residual
Certificateholders, the Insurer and Freddie Mac of any change in the location of
the Residual Certificate Register or any such office or agency.

     SECTION 4.9. ERISA Restrictions. The Residual Certificates may not be
acquired by or for the account of (i) an employee benefit plan (as defined in
Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended, or (iii) any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity (each, a "Benefit Plan").
By accepting and holding its beneficial ownership interest in its Residual
Certificate, the Holder thereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.

     SECTION 4.10. Restrictions on Transfer of Residual Certificates.

     (a) The Residual Certificates shall be assigned, transferred, exchanged,
pledged, financed, hypothecated or otherwise conveyed (collectively, for
purposes of this Section 4.10 and any other Section referring to the Residual
Certificates, "transferred" or a "transfer") only in accordance with this
Section 4.10.

                                       17
<PAGE>

     (b) No transfer of a Residual Certificate shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except for the initial issuance of the
Residual Certificate to the Sponsor, the Trustee shall require (i) the
transferee to execute an investment letter acceptable to and in form and
substance satisfactory to the Trustee and the Controlling Party certifying to
the Trustee and the Controlling Party the facts surrounding such transfer, which
investment letter shall not be an expense of the Trustee or the Controlling
Party or (ii) if the investment letter is not delivered, a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trustee, the
Controlling Party and the Sponsor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor from said
Act or is being made pursuant to said Act, which Opinion of Counsel shall not be
an expense of the Trustee, the Controlling Party or the Sponsor. The Holder of a
Residual Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Sponsor, the Insurer and Freddie Mac against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

     (c) The Residual Certificate and any interest therein shall not be
transferred except upon satisfaction of the following conditions precedent: (i)
the Person that acquires a Residual Certificate shall (A) be organized and
existing under the laws of the United States of America or any state thereof or
the District of Columbia; (B) expressly assume, by an agreement supplemental
hereto, executed and delivered to the Trustee, the Insurer and Freddie Mac, the
performance of every covenant and obligation of the Sponsor hereunder and (C) as
part of its acquisition of a Residual Certificate, acquire all rights of the
Sponsor or any transferee under this Section 4.10(c) to amounts payable to such
Sponsor or such transferee under Section 8.7(d)(xiv) of the Pooling Agreement;
(ii) the Holder of the Residual Certificates shall deliver to the Trustee, the
Insurer and Freddie Mac an Officer's Certificate stating that such transfer and
such supplemental agreement comply with this Section 4.10(c) and that all
conditions precedent provided by this Section 4.10(c) have been complied with
and an Opinion of Counsel stating that all conditions precedent provided by this
Section 4.10(c) have been complied with, and the Trustee may conclusively rely
on such Officer's Certificate, shall have no duty to make inquiries with regard
to the matters set forth therein and shall incur no liability in so relying;
(iii) the Holder of the Residual Certificates shall deliver to the Trustee, the
Insurer and Freddie Mac a letter from each Rating Agency confirming that its
rating of the

                                       18
<PAGE>

Securities, after giving effect to such transfer, will not be reduced or
withdrawn without regard to the Policy; (iv) the transferee of the Residual
Certificates shall deliver to the Trustee, the Insurer and Freddie Mac an
Opinion of Counsel to the effect that (a) such transfer will not adversely
affect the treatment of the Securities after such transfer as debt for federal
and applicable state income tax purposes, (b) such transfer will not result in
the Trust being subject to tax at the entity level for federal or applicable
state tax purposes, (c) such transfer will not have any material adverse impact
on the federal or applicable state income taxation of a Securityholder or any
Residual Certificateholder and (d) such transfer will not result in the
arrangement created by this Agreement or any "portion" of the Trust, being
treated as a taxable mortgage pool as defined in Section 7701(i) of the Code;
(v) all filings and other actions necessary to continue the perfection of the
interest of the Trust in the Mortgage Loans and the other property conveyed
hereunder shall have been taken or made and (vi) the Controlling Party shall
have consented to such transfer. Notwithstanding the foregoing, the requirement
set forth in subclause (i)(A) of this Section 4.10(c) shall not apply in the
event the Trustee shall have received a letter from each Rating Agency
confirming that its rating of the Securities, after giving effect to a proposed
transfer to a Person that does not meet the requirement set forth in subclause
(i)(A), shall not be reduced or withdrawn without regard to the Policy.
Notwithstanding the foregoing, the requirements set forth in this paragraph (c)
shall not apply to the initial issuance of the Residual Certificates to the
Sponsor.

     Except for the initial issuance of the Residual Certificate to the Sponsor,
no transfer of a Residual Certificate shall be made unless the Trustee and the
Controlling Party shall have received a representation letter from the
transferee of such Residual Certificate, acceptable to and in form and substance
satisfactory to the Trustee and the Controlling Party to the effect that such
transferee is not a Benefit Plan, nor a Person acting on behalf of or using the
assets of a Benefit Plan, which representation letter shall not be an expense of
the Trustee, or the Controlling Party.

     (d) No transfer or pledge of the Residual Certificates shall result in more
than 98 other holders of Residual Certificates.

     SECTION 4.11. Acceptance of Obligations. The Sponsor, by its acceptance of
the Residual Certificates, agrees to be bound by and to perform all the duties
of the Sponsor set forth in this Agreement.

     SECTION 4.12. Distributions on Residual Certificates. The Holders of the
Residual Certificates will be entitled to distributions on each Payment Date, as
provided in the Sale and Servicing Agreement and the Pooling Agreement.

                                   ARTICLE V

                         Voting Rights and Other Actions

     SECTION 5.1. Prior Notice to Holders with Respect to Certain Matters. With
respect to the following matters, the Owner Trustee shall not take action unless
at least 30 days before the taking of such action, the Owner Trustee shall have
notified the Residual Certificateholders, the Controlling Party and Freddie Mac
in writing of the proposed action and the Residual Certificateholders and the
Controlling Party shall not have notified the Owner Trustee in writing prior to
the 30th day after such notice is given that such Residual Certificateholders or
the Controlling Party have withheld consent or provided alternative direction:

     (a) the election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Business Trust
Statute or unless such amendment would not materially and adversely affect the
interests of the Holders);

     (b) the amendment of the Pooling Agreement by a supplemental Pooling
Agreement in circumstances where the consent of any Securityholder is required;

     (c) the amendment of the Pooling Agreement by a supplemental Pooling
Agreement in circumstances where the consent of any Securityholder is not
required and such amendment materially adversely affects the interest of the
Residual Certificateholders; or

                                       19
<PAGE>

     (d) except pursuant to Section 9.01 of the Sale and Servicing Agreement,
the amendment, change or modification of the Sale and Servicing Agreement,
except to cure any ambiguity or defect or to amend or supplement any provision
in a manner that would not materially adversely affect the interests of the
Residual Certificateholders.

The Owner Trustee shall notify the Residual Certificateholders in writing of any
appointment of a successor Security Registrar, or Residual Certificate Registrar
within five Business Days thereof.

     SECTION 5.2. Action by Residual Certificateholders with Respect to Certain
Matters.

     (a) Upon the written request from time to time of Residual
Certificateholder(s) evidencing not less than 51% by Percentage Interest and
subject to the prior review by the Controlling Party, the Owner Trustee shall
take appropriate actions to remove Mortgage Loans from Pool I and/or Pool II
pursuant to Section 2.07 of the Sale and Servicing Agreement. The Owner Trustee
shall notify the Insurer and Freddie Mac of any such proposed removal. The Owner
Trustee will take such actions with respect to removal of Mortgage Loans as may
from time to time be proposed by the Residual Certificateholders pursuant to
Sections 5.2(b) and 5.5.

     (b) Upon the written request of any Residual Certificateholder or Class A-1
Securityholder (a "Proposer"), the Owner Trustee shall distribute promptly to
all Residual Certificateholders or Class A-1 Securityholders, as appropriate any
request for action or consent of Residual Certificateholders submitted by such
Proposer, with a copy to the Manager. The Owner Trustee shall provide a
reasonable method for collecting responses to such request and shall tabulate
and report the results thereof to the Residual Certificateholders or Class A-1
Securityholders, as appropriate, and the Manager. The Owner Trustee shall have
no responsibility or duty to determine if any such proposed action or consent is
permitted under the terms of this Agreement or applicable law.

     SECTION 5.3. Action with Respect to Bankruptcy. Until one year and one day
following the day on which the Securities have been paid in full, the Owner
Trustee shall not have the power to, and shall not, commence any proceeding or
other actions contemplated by Section 2.12(b) relating to the Trust without the
prior written consent of the Controlling Party. Until one year and one day
following the day on which the Securities have been paid in full, all amounts
due to the Insurer under the Insurance Agreement and to Freddie Mac under the
Pooling Agreement have been paid in full, the Policy has terminated and the
Trustee has surrendered the Policy to the Insurer, the Owner Trustee shall not
have the power to, and shall not, commence any proceeding or other actions
contemplated by Section 2.12(b) relating to the Trust without the prior written
consent of all of the Residual Certificateholders and the Controlling Party, and
the delivery to the Owner Trustee by each such Residual Certificateholder and
the Controlling Party, of a certificate certifying that such Residual
Certificateholder or Class A-1 Securityholders, as appropriate, reasonably
believes that the Trust is insolvent.

     SECTION 5.4. Restrictions on Residual Certificateholders' Power.

                                       20
<PAGE>

     (a) Neither the Residual Certificateholders nor the Controlling Party shall
direct the Owner Trustee to take or refrain from taking any action if such
action or inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement or any of the Basic Documents or would be contrary
to Section 2.3 or otherwise contrary to law nor shall the Owner Trustee be
obligated to follow any such direction, if given.

     (b) Neither the Controlling Party nor any Residual Certificateholder (other
than the Sponsor as sole Residual Certificateholder) shall have any right by
virtue or by availing itself of any provisions of this Agreement to institute
any suit, action, or proceeding in equity or at law upon or under or with
respect to this Agreement or any Basic Document, unless such party is the
Instructing Party pursuant to Section 7.3 and unless such party previously shall
have given to the Owner Trustee a written notice of default and of the
continuance thereof, as provided in this Agreement, and also unless Residual
Certificateholders evidencing not less than 25% by Percentage Interest or the
Controlling Party shall have made written request upon the Owner Trustee to
institute such action, suit or proceeding in its own name as Owner Trustee under
this Agreement and shall have offered to the Owner Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Owner Trustee, for 30 days after its
receipt of such notice, request, and offer of indemnity, shall have neglected or
refused to institute any such action, suit, or proceeding, and during such
30-day period no request or waiver inconsistent with such written request has
been given to the Owner Trustee pursuant to and in compliance with this Section
or Section 7.3; it being understood and intended, and being expressly covenanted
by each Residual Certificateholder with every other Residual Certificateholder,
the Owner Trustee or the Controlling Party, that no Controlling Party or one or
more Holders of Residual Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb, or prejudice the rights of the Holders of any
other of the Residual Certificates, or to obtain or seek to obtain priority over
or preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner provided in this Agreement and for the equal,
ratable, and common benefit of all Residual Certificateholders and the
Controlling Party. For the protection and enforcement of the provisions of this
Section 5.4, each and every Residual Certificateholder, the Owner Trustee and
the Controlling Party shall be entitled to such relief as can be given either at
law or in equity.

     SECTION 5.5. Majority Control. No Residual Certificateholder or Class A-1
Securityholder shall have any right to vote or in any manner otherwise control
the operation and management of the Trust except as expressly provided in this
Agreement. Except as expressly provided herein, any action that may be taken by
the Residual Certificateholders or Class A-1 Securityholder under this Agreement
may be taken by the Holders of Residual Certificates or Class A-1 Certificates
evidencing not less than a 51% by Percentage Interest of such class. Except as
expressly provided herein, any written notice of the Residual
Certificateholders, or Class A-1 Securityholders delivered pursuant to this
Agreement shall be effective if signed by Residual Certificateholders or Class
A-1 Securityholders, as appropriate, evidencing not less than a 51% Percentage
Interest in such Class at the time of the delivery of such notice.

     SECTION 5.6. Rights of the Controlling Party. Notwithstanding anything to
the contrary in the Basic Documents, without the prior written consent of the
Controlling Party, the Owner Trustee shall not (i) remove the Servicer, (ii)
initiate any claim, suit or proceeding by

                                       21
<PAGE>

the Trust or compromise any claim, suit or proceeding brought by or against the
Trust, other than with respect to the enforcement of any Mortgage Loan or any
rights of the Trust thereunder, (iii) authorize the merger or consolidation of
the Trust with or into any other business trust or other entity, (iv) amend the
Certificate of Trust or (v) amend this Agreement in accordance with Section 12.1
of this Agreement.

                                   ARTICLE VI

                                 Certain Duties

     SECTION 6.1. Accounting and Records to the Class A-1 Securityholders,
Residual Certificateholders, the Internal Revenue Service and Others. Subject to
Sections 8.01(b)(iii) and 8.01(c) of the Sale and Servicing Agreement, the
Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on
a calendar year basis on the accrual method of accounting, including, without
limitation, the allocations of net income under Section 2.11 hereof, (b) deliver
(or cause to be delivered) to each Residual Certificateholder, as may be
required by the Code and applicable Treasury Regulations, such information as
may be required (including Schedule K-1, if applicable) to enable each Residual
Certificateholder to prepare its Federal and state income tax returns, (c) file
or cause to be filed, if necessary, such tax returns relating to the Trust
(including a partnership information return, Form 1065), and direct the Owner
Trustee or the Servicer, as the case may be, to make such elections as may from
time to time be required or appropriate under any applicable state or Federal
statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a branch, or if applicable, as a partnership, for Federal
income tax purposes and (d) collect or cause to be collected any withholding tax
as described in and in accordance with Section 8.01(b)(ii) of the Sale and
Servicing Agreement with respect to income or distributions to Residual
Certificateholders and the appropriate forms relating thereto. The Owner Trustee
or the Servicer, as the case may be, shall make all elections pursuant to this
Section as directed in writing by the Sponsor. The Owner Trustee shall sign all
tax information returns, if any, filed pursuant to this Section 6.1 and any
other returns as may be required by law, and in doing so shall rely entirely
upon, and shall have no liability for information provided by, or calculations
provided by, the Sponsor or the Servicer. The Sponsor will direct the Owner
Trustee and the Owner Trustee shall elect under Section 1278 of the Code to
include in income currently any market discount that accrues with respect to the
Mortgage Loans. The Sponsor shall not direct the Owner Trustee and the Owner
Trustee shall not make the election provided under Section 754 of the Code.

     SECTION 6.2. Signature on Returns; Tax Matters Partner.

     (a) Notwithstanding the provisions of Section 6.1 and in the event that the
Trust is characterized as a partnership, the Owner Trustee shall sign on behalf
of the Trust the tax returns of the Trust, unless applicable law requires a
Residual Certificateholder to sign such documents, in which case such documents
shall be signed by the Sponsor.

     (b) In the event that the Trust is characterized as a partnership, the
Sponsor shall be the "tax matters partner" of the Trust pursuant to the Code.

                                       22
<PAGE>


     SECTION 6.3. Certificate Purchase Agreement and Underwriting Agreement. The
Servicer is hereby authorized to execute and deliver the Certificate Purchase
Agreement in respect to the Class A-1 Certificates and the Underwriting
Agreement with respect to the Class A-2 Notes.

                                  ARTICLE VII

                      Authority and Duties of Owner Trustee

     SECTION 7.1. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is named
as a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is named as a party and
any amendment thereto, in each case, in such form as the Sponsor shall approve
as evidenced conclusively by the Owner Trustee's execution thereof, and on
behalf of the Trust, to direct the Trustee to authenticate and deliver Class A-1
Certificates in the aggregate principal amount of $244,172,000 and Class A-2
Notes in the aggregate principal amount of $108,598,000. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents. The Owner
Trustee is further authorized from time to time to take such action as the
Instructing Party recommends with respect to the Basic Documents so long as such
activities are consistent with the terms of the Basic Documents. The Owner
Trustee may rely on the Manager to carry out any action that the Owner Trustee
is authorized or directed to perform hereunder, to the extent permitted by the
Management Agreement.

     SECTION 7.2. General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and to administer the Trust in the interest of the
Holders, subject to the Basic Documents and in accordance with the provisions of
this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed
to have discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Servicer has agreed in the Sale and Servicing
Agreement to perform any act or to discharge any duty of the Trust or the Owner
Trustee hereunder or under any Basic Document, and the Owner Trustee shall not
be liable for the default or failure of the Servicer to carry out its
obligations under the Sale and Servicing Agreement or the failure of the Manager
to carry out its obligations under the Management Agreement.

     SECTION 7.3. Action upon Instruction.

     (a) Subject to Article V, the Controlling Party (the "Instructing Party")
shall have the exclusive right to direct the actions of the Owner Trustee in the
management of the Trust, so long as such instructions are not inconsistent with
the express terms set forth herein or in any Basic Document. The Instructing
Party shall not instruct the Owner Trustee in a manner inconsistent with this
Agreement or the Basic Documents. In acting in accordance with the direction of
the Insurer pursuant to this Section or pursuant to Article V, the Owner Trustee
shall not be deemed to (i) owe any fiduciary obligation to the Insurer or (ii)
have violated any fiduciary responsibility to the Residual Certificateholders or
the Class A-1 Securityholders.

                                       23
<PAGE>

     (b) The Owner Trustee shall not be required to take any action hereunder or
under any Basic Document if the Owner Trustee shall have reasonably determined,
or shall have been advised by counsel, that such action is likely to result in
liability on the part of the Owner Trustee or is contrary to the terms hereof or
of any Basic Document or is otherwise contrary to law.

     (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Basic Document, the Owner Trustee shall promptly give notice (in such form as
shall be appropriate under the circumstances) to the Instructing Party
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Instructing Party received, the Owner Trustee shall not be
liable on account of such action to any Person. If the Owner Trustee shall not
have received appropriate instruction within ten days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but shall be under no duty to,
notwithstanding any other provision of this Agreement, take or refrain from
taking such action, not inconsistent with this Agreement or the Basic Documents,
as it shall deem to be in the best interests of the Residual Certificateholders
and the Class A-1 Securityholders, and shall have no liability to any Person for
such action or inaction.

     (d) In the event that the Owner Trustee is unsure as to the application of
any provision of this Agreement or any Basic Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Instructing Party
requesting instruction and, notwithstanding any other provision of this
Agreement, to the extent that the Owner Trustee acts or refrains from acting in
good faith in accordance with any such instruction received, the Owner Trustee
shall not be liable, on account of such action or inaction, to any Person. If
the Owner Trustee shall not have received appropriate instruction within 10 days
of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Basic Documents, as it shall deem to be
in the best interests of the Residual Certificateholders, and shall have no
liability to any Person for such action or inaction.

     SECTION 7.4. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 7.3; and no implied duties or obligations
shall be read into this Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Commission filing for the Trust or to
record this

                                       24
<PAGE>

Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it
will, at its own cost and expense, promptly take all action as may be necessary
to discharge any Liens on any part of the Owner Trust Estate that result from
actions by, or claims against, the Owner Trustee (solely in its individual
capacity) and that are not related to the ownership or the administration of the
Owner Trust Estate.

     SECTION 7.5. No Action Except under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except (i) in accordance with the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
this Agreement, (ii) in accordance with the Basic Documents and (iii) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 7.3.

     SECTION 7.6. Restrictions. The Owner Trustee shall not take any action (a)
that is inconsistent with the purposes of the Trust set forth in Section 2.3 or
(b) that, to the actual knowledge of the Owner Trustee, would result in the
Trust's becoming taxable as a corporation or a publicly traded partnership for
Federal income tax purposes. The Residual Certificateholders shall not direct
the Owner Trustee to take action that would violate the provisions of this
Section.

                                  ARTICLE VIII

                          Concerning the Owner Trustee

     SECTION 8.1. Acceptance of Trust and Duties. The Owner Trustee accepts the
trust hereby created and agrees to perform its duties hereunder with respect to
such trust but only upon the terms of this Agreement. The Owner Trustee also
agrees to disburse all monies actually received by it constituting part of the
Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The
Owner Trustee shall not be answerable or accountable hereunder or under any
Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 8.3 expressly made by the Owner
Trustee in its individual capacity, (iii) for liabilities arising from the
failure of the Owner Trustee to perform obligations expressly undertaken by it
in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other
charges on, based on or measured by, any fees, commissions or compensation
received by the Owner Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

     (a) the Owner Trustee shall not be liable for any error of judgment, not
constituting negligence, made by a Responsible Officer of the Owner Trustee;

     (b) the Owner Trustee shall not be liable with respect to any action taken
or omitted to be taken by it if such action or omission is in accordance with
the instructions of the Instructing Party, the Sponsor, the Servicer or any
Residual Certificateholder pursuant to the terms hereof;

                                       25
<PAGE>

     (c) or risk funds or otherwise incur any financial liability in the
performance of any of its rights or powers hereunder or under any Basic Document
if the Owner Trustee shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured or provided to it;

     (d) by or arising under any of the Basic Documents, including the principal
of and interest on the Securities;

     (e) the Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Sponsor or for the form, character, genuineness, sufficiency, value or validity
of any of the Owner Trust Estate or for or in respect of the validity or
sufficiency of the Basic Documents, other than the certificates of
authentication on the Securities and the Residual Certificates, and the Owner
Trustee shall in no event assume or incur any liability, duty or obligation to
the Sponsor, the Insurer, Freddie Mac, Trustee, any Residual Certificateholder,
other than as expressly provided for herein and in the Basic Documents;

     (f) the Owner Trustee shall not be liable for the default or misconduct of
the Sponsor, the Insurer, Freddie Mac, the Trustee, or the Servicer under any of
the Basic Documents or otherwise and the Owner Trustee shall have no obligation
or liability to perform the obligations under this Agreement or the Basic
Documents that are required to be performed by the Sponsor under this Agreement,
by the Trustee under the Pooling Agreement or the Servicer under the Sale and
Servicing Agreement; and

     (g) the Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any Basic Document, at the request, order or direction of the
Instructing Party or any of the Residual Certificateholders, unless such
Instructing Party or Residual Certificateholders have offered to the Owner
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby. The
right of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any Basic Document shall not be construed as a duty, and the
Owner Trustee shall not be answerable for other than its gross negligence, bad
faith or willful misconduct in the performance of any such act.

     SECTION 8.2. Furnishing of Documents. The Owner Trustee shall furnish to
the Residual Certificateholders promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.

     SECTION 8.3. Representations and Warranties. The Owner Trustee hereby
represents and warrants, in its individual capacity, to the Sponsor and the
Holders that:

     (a) It is a Delaware banking corporation, duly organized and validly
existing in good standing under the laws of the State of Delaware. It has all
requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement.

                                       26
<PAGE>

     (b) It has taken all corporate action necessary to authorize the execution
and delivery by it of this Agreement, and this Agreement will be executed and
delivered by one of its officers who is duly authorized to execute and deliver
this Agreement on its behalf.

     (c) Neither the execution nor the delivery by it of this Agreement, nor the
consummation by it of the transactions contemplated hereby nor compliance by it
with any of the terms or provisions hereof will contravene any federal or
Delaware state law, governmental rule or regulation governing the banking or
trust powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or by which
any of its properties may be bound.

     SECTION 8.4. Reliance; Advice of Counsel.

     (a) The Owner Trustee shall incur no liability to anyone in acting upon any
signature, instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. The Owner
Trustee may accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer, secretary or other authorized officers of the relevant party,
as to such fact or matter, and such certificate shall constitute full protection
to the Owner Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.

     (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and (ii) may
consult with counsel, accountants and other skilled persons to be selected with
reasonable care and employed by it. The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
opinion or advice of any such counsel, accountants or other such persons and
according to such opinion not contrary to this Agreement or any Basic Document.

     SECTION 8.5. Not Acting in Individual Capacity. Except as provided in this
Article VII, in accepting the trusts hereby created Wilmington Trust Company
acts solely as Owner Trustee hereunder and not in its individual capacity and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.

     SECTION 8.6. Owner Trustee Not Liable for Securities, Residual Certificates
or Mortgage Loans. The recitals contained herein and in the Securities (other
than the signature and countersignature of the Owner Trustee on the
Certificates) and the Residual Certificates (other than the signature and
countersignature of the Owner Trustee on the Residual Certificates), shall be
taken as the statements of the Sponsor and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the

                                       27

<PAGE>

validity or sufficiency of this Agreement, of any Basic Document, of the
Securities (other than the signature and countersignature of the Owner Trustee
on the Securities) or of the Residual Certificates (other than the signature and
countersignature of the Owner Trustee on the Residual Certificates), or of any
Mortgage Loan or related documents. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage Loan, or the perfection and priority of any
security interest created by any Mortgage Loan or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Owner
Trust Estate or its ability to generate the payments to be distributed to
Residual Certificateholders under this Agreement or the Securityholders under
the Pooling Agreement, including, without limitation: the existence, condition
and ownership of any Mortgage Loan; the existence and enforceability of any
insurance thereon; the existence and contents of any Mortgage Loan on any
computer or other record thereof; the validity of the assignment of any Mortgage
Loan to the Trust or of any intervening assignment; the completeness of any
Mortgage Loan; the performance or enforcement of any Mortgage Loan; the
compliance by the Sponsor, the Servicer or any other Person with any warranty or
representation made under any Basic Document or in any related document or the
accuracy of any such warranty or representation or any action of the Trustee or
the Servicer or any subservicer taken in the name of the Owner Trustee.

     SECTION 8.7. Owner Trustee May Own Securities and Residual Certificates.
The Owner Trustee in its individual or any other capacity may become the owner
or pledgee of Securities or Residual Certificates and may deal with the Sponsor,
the Trustee and the Servicer in banking transactions with the same rights as it
would have if it were not Owner Trustee.

     SECTION 8.8. Payments from Owner Trust Estate. All payments to be made by
the Owner Trustee under this Agreement or any of the Basic Documents to which
the Trust or the Owner Trustee is a party shall be made only from the income and
proceeds of the Owner Trust Estate and only to the extent that the Owner Trust
shall have received income or proceeds from the Owner Trust Estate to make such
payments in accordance with the terms hereof. Wilmington Trust Company, or any
successor thereto, in its individual capacity, shall not be liable for any
amounts payable under this Agreement or any of the Basic Documents to which the
Trust or the Owner Trustee is a party.

     SECTION 8.9. Doing Business in Other Jurisdictions. Notwithstanding
anything contained to the contrary, neither Wilmington Trust Company or any
successor thereto, nor the Owner Trustee shall be required to take any action in
any jurisdiction other than in the State of Delaware if the taking of such
action will, even after the appointment of a co-trustee or separate trustee in
accordance with Section 11.5 hereof, (i) require the consent or approval or
authorization or order of or the giving of notice to, or the registration with
or the taking of any other action in respect of, any state or other governmental
authority or agency of any jurisdiction other than the State of Delaware; (ii)
result in any fee, tax or other governmental charge under the laws of the State
of Delaware becoming payable by Wilmington Trust Company (or any successor
thereto); or (iii) subject Wilmington Trust Company (or any successor thereto)
to personal jurisdiction in any jurisdiction other than the State of Delaware
for causes of action arising from acts unrelated to the consummation of the
transactions by Wilmington Trust Company (or any successor thereto) or the Owner
Trustee, as the case may be, contemplated hereby.

                                       28
<PAGE>

                                   ARTICLE IX

                          Compensation of Owner Trustee

     SECTION 9.1. Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive as compensation for its services hereunder the Owner Trustee Fees, and
the Owner Trustee shall be entitled to be reimbursed by the Sponsor for its
other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may employ in connection with the exercise and performance
of its rights and its duties hereunder and under the Basic Documents.

     SECTION 9.2. Indemnification. The Sponsor shall be liable as primary
obligor for, and shall indemnify the Owner Trustee (in its individual and trust
capacities) and its officers, directors, successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may (in its trust or individual capacities) at any time be
imposed on, incurred by, or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this Agreement, the
Basic Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except only
that the Sponsor shall not be liable for or required to indemnify the Owner
Trustee from and against Expenses arising or resulting from any of the matters
described in the third sentence of Section 8.1. The indemnities contained in
this Section and the rights under Section 9.1 shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In any
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section, the Owner Trustee's choice of legal counsel shall be
subject to the approval of the Sponsor which approval shall not be unreasonably
withheld.

     SECTION 9.3. Payments to the Owner Trustee. Any amounts paid to the Owner
Trustee pursuant to this Article IX shall be deemed not to be a part of the
Owner Trust Estate immediately after such payment.

     SECTION 9.4. Non-recourse Obligations. Notwithstanding anything in this
Agreement or any Basic Document, the Owner Trustee agrees in its individual
capacity and in its capacity as Owner Trustee for the Trust that all obligations
of the Trust to the Owner Trustee individually or as Owner Trustee for the Trust
shall be recourse to the Owner Trust Estate only and specifically shall not be
recourse to the assets of any Residual Certificateholder.

                                   ARTICLE X

                         Termination of Trust Agreement

     SECTION 10.1. Termination of Trust Agreement.

     (a) This Agreement and the Trust shall terminate and be of no further force
or effect upon the later of (i) the maturity or other liquidation of the last
Mortgage Loan (including

                                       29

<PAGE>

the redemption by the Sponsor at its option of the Securities as described in
Section 7.01(b) of the Sale and Servicing Agreement) and the subsequent
distribution of amounts in respect of such Mortgage Loans as provided in the
Basic Documents or (ii) the payment to Residual Certificateholders of all
amounts required to be paid to them pursuant to this Agreement and the payment
to the Insurer and Freddie Mac of all amounts payable or reimbursable to them
pursuant to the Sale and Servicing Agreement and, respectively, the Insurance
Agreement and the Guarantee; provided, however, that the rights to
indemnification under Section 9.2 and the rights under Section 9.1 shall survive
the termination of the Trust. The Servicer shall promptly notify the Owner
Trustee, the Insurer and Freddie Mac of any prospective termination pursuant to
this Section 10.1. The bankruptcy, liquidation, dissolution, death or incapacity
of any Residual Certificateholder shall not (x) operate to terminate this
Agreement or the Trust, nor (y) entitle such Residual Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

     (b) Except as provided in clause (a), neither the Sponsor nor any other
Residual Certificateholder shall be entitled to revoke or terminate the Trust.

     (c) Notice of any termination of the Trust, specifying the Payment Date
upon which the Residual Certificateholders shall surrender their Residual
Certificates to the Trustee for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to Residual
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 7.01(c) of the Sale and
Servicing Agreement, stating (i) the Payment Date upon or with respect to which
final payment of the Residual Certificates shall be made upon presentation and
surrender of the Residual Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments being
made only upon presentation and surrender of the Residual Certificates at the
office of the Trustee therein specified. The Owner Trustee shall give such
notice to the Residual Certificate Registrar (if other than the Owner Trustee)
and the Trustee at the time such notice is given to Residual Certificateholders.
Upon presentation and surrender of the Residual Certificates, the Trustee shall
cause to be distributed to Residual Certificateholders amounts distributable on
such Payment Date pursuant to Section 8.7(d)(xiv) of the Pooling Agreement.

     In the event that all of the Residual Certificateholders shall not
surrender their Residual Certificates for cancellation within six months after
the date specified in the above-mentioned written notice, the Owner Trustee
shall give a second written notice to the remaining Residual Certificateholders
to surrender their Residual Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice
all the Residual Certificates shall not have been surrendered for cancellation,
the Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Residual Certificateholders
concerning surrender of their Residual Certificates, and the cost thereof shall
be paid out of the funds and other assets that shall remain subject to this
Agreement. Any funds remaining in the Trust after exhaustion of such remedies
shall be distributed, subject to applicable escheat laws, by the Owner Trustee
to the Sponsor and Holders shall look solely to the Sponsor for payment.

                                       30
<PAGE>

     (d) Any funds remaining in the Trust after funds for final distribution
have been distributed or set aside for distribution shall be distributed by the
Owner Trustee to the Sponsor.

     (e) Upon the winding up of the Trust and its termination, the Owner Trustee
shall cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Business Trust Statute.

                                   ARTICLE XI

             Successor Owner Trustees and Additional Owner Trustees

     SECTION 11.1. Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be a corporation (i) satisfying the provisions of Section
3807(a) of the Business Trust Statute; (ii) authorized to exercise corporate
trust powers; (iii) having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal or State
authorities; (iv) having (or having a parent which has) a rating of at least
Baa3 by Moody's or A-1 by Standard & Poor's; and (v) acceptable to the Insurer
and Freddie Mac. If such corporation shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Owner Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Owner Trustee shall resign immediately in
the manner and with the effect specified in Section 11.2.

     SECTION 11.2. Resignation or Removal of Owner Trustee. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Sponsor (or in the event that the Sponsor
is not the sole Residual Certificateholder, the Holders of Residual Certificates
evidencing not less than a majority in interest in the Trust), the Insurer,
Freddie Mac and the Servicer. Upon receiving such notice of resignation, the
Sponsor shall promptly appoint a successor Owner Trustee, meeting the
qualifications set forth in Section 11.1 herein, by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee, provided that the
Sponsor shall have received written confirmation from each of the Rating
Agencies that the proposed appointment will not result in an increased capital
charge to the Insurer by either of the Rating Agencies. If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner Trustee
or the Insurer may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 11.1 and shall fail to resign after written
request therefor by the Sponsor, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of the Owner Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Owner Trustee or of its property or
affairs for the

                                       31
<PAGE>

purpose of rehabilitation, conservation or liquidation, then the Residual
Certificateholder with the consent of the Controlling Party may remove the Owner
Trustee. If the Residual Certificateholder shall remove the Owner Trustee under
the authority of the immediately preceding sentence, the Sponsor shall promptly
appoint a successor Owner Trustee, meeting the qualifications set forth in
Section 11.1 herein, by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed, one copy
to the Insurer, one copy to Freddie Mac and one copy to the successor Owner
Trustee and the Sponsor shall pay all fees owed to the outgoing Owner Trustee,
if not previously paid by the Trust.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 11.3 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation
or removal of the Owner Trustee to each of the Rating Agencies.

     Notwithstanding any other provision of this Agreement, and in addition to
any other method of removal of the Owner Trustee contained herein, upon a
proposal made pursuant to Section 5.2(b) and the subsequent consent of Residual
Certificateholders and Class A-1 Securityholders representing no less than a
66-2/3% Percentage Interest of each of the Residual Certificateholders and Class
A-1 Securityholders in the Trust, the Owner Trustee may be removed as Owner
Trustee, subject to the consent of the Controlling Party, which consents are not
to be unreasonably withheld. In the event the Owner Trustee is removed pursuant
to this paragraph, the provisions of this Agreement, including Article X herein,
shall apply as if the Owner Trustee had resigned hereunder.

     SECTION 11.3. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 11.2 shall execute, acknowledge and deliver to the
Sponsor, the Servicer, the Insurer and Freddie Mac and to its predecessor Owner
Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee shall
become effective and such successor Owner Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Owner Trustee. The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement; and the
Sponsor and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Owner Trustee all such rights,
powers, duties and obligations.

     No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 11.1.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Servicer shall mail notice of the successor of such Owner
Trustee to all Residual Certificateholders, the Trustee, the Securityholders and
the Rating Agencies. If the Servicer

                                       32
<PAGE>

shall fail to mail such notice within 10 days after acceptance of appointment by
the successor Owner Trustee, the successor Owner Trustee shall cause such notice
to be mailed at the expense of the Servicer.

     SECTION 11.4. Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such corporation shall be eligible pursuant to Section 11.1, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided,
further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

     SECTION 11.5. Appointment of Co-Owner Trustee or Separate Owner Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Mortgaged Property may at the time be located,
the Servicer and the Owner Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Owner Trustee and the Controlling Party to act as co-trustee, jointly with
the Owner Trustee, or separate trustee or separate trustees, of all or any part
of the Owner Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Servicer and the Owner Trustee may consider necessary or desirable. If the
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee subject to the approval
of the Controlling Party (which approval shall not be unreasonably withheld)
shall have the power to make such appointment. No co-trustee or separate trustee
under this Agreement shall be required to meet the terms of eligibility as a
successor trustee pursuant to Section 11.1 and no notice of the appointment of
any co-trustee or separate trustee shall be required pursuant to Section 11.3.

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

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

    (ii) no trustee under this Agreement shall be personally liable by reason
         of any act or omission of any other trustee under this Agreement; and

                                       33
<PAGE>

   (iii) the Servicer and the Owner Trustee acting jointly may at any time
         accept the resignation of or remove any separate trustee or co-trustee.

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

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

                                  ARTICLE XII

                                  Miscellaneous

     SECTION 12.1. Supplements and Amendments.

     (a) This Agreement may be amended by the Sponsor and the Owner Trustee,
with the prior written consent of the Controlling Party and with prior written
notice to the Rating Agencies, without the consent of any of the Securityholders
or, in the event that the Sponsor is not the sole Residual Certificateholder,
the Residual Certificateholders, (i) to cure any ambiguity or defect or (ii) to
correct, supplement or modify any provisions in this Agreement; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel which
may be based upon a certificate of the Servicer, adversely affect in any
material respect the interests of any Securityholder or Residual
Certificateholder.

     (b) This Agreement may also be amended from time to time, with the prior
written consent of the Controlling Party, by the Sponsor and the Owner Trustee,
with prior written notice to the Rating Agencies, and, to the extent such
amendment materially and adversely affects the interests of the Securityholders,
with the consent of the Securityholders evidencing not less than a majority of
the Outstanding Amount of the Securities and, the consent of the Residual
Certificateholders evidencing not less than a majority interest in the Trust
(which consent of any Holder of a Security or Residual Certificate given
pursuant to this Section or pursuant to any other provision of this Agreement
shall be conclusive and binding on such Holder and on all future Holders of such
Security or Residual Certificate and of any Security or Residual Certificate
issued upon the transfer thereof or in exchange thereof or in lieu thereof
whether or not notation of such consent is made upon the Security or Residual
Certificate) for the

                                       34
<PAGE>

purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Securityholders or the Residual Certificateholders; provided, however, that,
subject to the express rights of the Insurer and Freddie Mac under the Basic
Documents, no such amendment shall (a) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on
Mortgage Loans or distributions that shall be required to be made for the
benefit of the Securityholders or the Residual Certificateholders or (b) reduce
the aforesaid percentage of the Outstanding Amount of the Securities and the
Residual Certificate, the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all the outstanding Securities
and Holders of all outstanding Residual Certificates.

     Promptly after the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent to each Residual Certificateholder, the Trustee, the Insurer, Freddie
Mac and each of the Rating Agencies.

     It shall not be necessary for the consent of Securityholders, the Residual
Certificateholders or the Trustee pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it shall be sufficient
if such consent shall approve the substance thereof. The manner of obtaining
such consents (and any other consents of Residual Certificateholders provided
for in this Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by Residual Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.
Promptly after the execution of any amendment to the Certificate of Trust, the
Owner Trustee shall cause the filing of such amendment with the Secretary of
State.

     Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
the execution and delivery of such amendment have been satisfied. The Owner
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Owner Trustee's own rights, duties or immunities under this
Agreement or otherwise.

     SECTION 12.2. No Legal Title to Owner Trust Estate in Residual
Certificateholders. The Residual Certificateholders shall not have legal title
to any part of the Owner Trust Estate. The Residual Certificateholders shall be
entitled to receive distributions with respect to their undivided ownership
interest therein only in accordance with Article IX. No transfer, by operation
of law or otherwise, of any right, title or interest of the Residual
Certificateholders to and in their ownership interest in the Owner Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Owner Trust Estate.

     SECTION 12.3. Limitations on Rights of Others. Except for Section 2.7, the
provisions of this Agreement are solely for the benefit of the Owner Trustee,
the Sponsor, the Residual Certificateholders, the Servicer and, to the extent
expressly provided herein, the Insurer, Freddie Mac, the Trustee and the
Securityholders, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable right,

                                       35
<PAGE>

remedy or claim in the Owner Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

     SECTION 12.4. Notices.

     (a) Unless otherwise expressly specified or permitted by the terms hereof,
all notices shall be in writing and shall be deemed given upon receipt
personally delivered, delivered by overnight courier or mailed first class mail
or certified mail, in each case return receipt requested, and shall be deemed to
have been duly given upon receipt, if to the Owner Trustee, addressed to the
Corporate Trust Office; if to the Sponsor, addressed to GreenPoint Mortgage
Securities Inc., 700 Larkspur Landing Circle, Suite 240, Larkspur, California
94939; if to the Insurer, addressed to Insurer, Ambac Assurance Corporation, One
State Street Plaza, New York, New York 10004, Attention: Surveillance
Department, Telecopy No.: (212) 668-0340; if to Freddie Mac, addressed to
Federal Home Loan Mortgage Corporation, 8200 Jones Branch Drive, McLean,
Virginia 22101, Attention: Vice-President, Structured Finance, Telecopy No.:
(703) 903-3029; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.

     (b) Any notice required or permitted to be given to a Residual
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Holder as shown in the Residual Certificate Register. Any notice
so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Residual Certificateholder
receives such notice.

     SECTION 12.5. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     SECTION 12.6. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     SECTION 12.7. Assignments; Insurer and Freddie Mac.

     (a) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. This
Agreement shall also inure to the benefit of the Insurer and Freddie Mac.
Without limiting the generality of the foregoing, all covenants and agreements
in this Agreement which confer rights upon the Insurer and Freddie Mac shall be
for the benefit of and run directly to the Insurer and Freddie Mac,
respectively, and the Insurer and Freddie Mac shall each be entitled to rely on
and enforce such covenants, subject, however, to the limitations on such rights
provided in this Agreement and the Basic Documents. Each of the Insurer and
Freddie Mac may disclaim any of its rights and powers under this Agreement (but
not their duties and obligations under the Policy and the Guarantee,
respectively) upon delivery of a written notice to the Owner Trustee.

                                       36
<PAGE>

     (b) In accepting instructions from the Controlling Party pursuant to
Article V or Section 7.3 of this Agreement, and with respect to any other
obligations of the Owner Trustee to the Insurer and Freddie Mac under this
Agreement, the Owner Trustee undertakes to perform or observe only its express
obligations under this Agreement, and no implied obligations with respect to the
Insurer and Freddie Mac shall be read into this Agreement against the Owner
Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the
Insurer or Freddie Mac and it is expressly understood and agreed by the Insurer
and Freddie Mac that the Owner Trustee shall not be personally liable or
responsible for the payment of any amount owing on or with respect to the Basic
Documents or for the failure of the Trust to perform its obligations under the
Basic Documents or any other agreement with respect thereto.

     SECTION 12.8. No Petition. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), by entering into this Agreement, each
Residual Certificateholder, by accepting a Residual Certificate, and the Trustee
and each Securityholder by accepting the benefits of this Agreement, hereby
covenants and agrees that they will not at any time institute against the
Sponsor, or join in any institution against the Sponsor 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 Securities, the Residual
Certificates, this Agreement or any of the Basic Documents.

     SECTION 12.9. No Recourse. Each Residual Certificateholder by accepting a
Residual Certificate acknowledges that such Residual Certificateholder's
Residual Certificates represent beneficial interests in the Trust only and do
not represent interests in or obligations of the Servicer, the Sponsor, the
Owner Trustee, the Trustee, the Insurer, Freddie Mac or any Affiliate thereof
and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated in this Agreement, the Residual
Certificates or the Basic Documents.

     SECTION 12.10. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

     SECTION 12.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     SECTION 12.12. Servicer. The Servicer is authorized to prepare, or cause to
be prepared, execute and deliver on behalf of the Trust all such documents,
reports, filings, instruments, certificates and opinions as it shall be the duty
of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents. Upon written request, the Owner Trustee shall execute and deliver to
the Servicer a limited power of attorney appointing the Servicer the Trust's
agent and attorney-in-fact to prepare, or cause to be prepared, execute and
deliver all such documents, reports, filings, instruments, certificates and
opinions.

                                       37

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers hereunto duly authorized as of the
day and year first above written.



                                            WILMINGTON TRUST COMPANY,
                                               Owner Trustee


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


                                            GREENPOINT MORTGAGE SECURITIES INC.,
                                              Sponsor


                                            By: /s/ Gilbert J. MacQuarrie
                                               -----------------------------
                                               Name:  Gilbert J. MacQuarrie
                                               Title: Vice President

Acknowledged and Agreed:

GREENPOINT MORTGAGE FUNDING, INC.,
Servicer

By: /s/ Becky Poisson
   -------------------------------
    Name:  Becky Poisson
    Title: Vice President


AMBAC ASSURANCE CORPORATION,
Insurer

By: /s/ Jeffrey D. Nabi
   -------------------------------
    Name:   Jeffrey D. Nabi
    Title:  First Vice President


FEDERAL HOME LOAN MORTGAGE CORPORATION

By: /s/ Andrew P. Blocher
   -------------------------------
    Name:  Andrew P. Blocher
    Title: Director-Structured Finance Marketing


<PAGE>

                                                                       EXHIBIT A

                              [Form of Certificate]

         GREENPOINT HOME EQUITY LOAN TRUST 2000-1 CLASS A-1 CERTIFICATE


REGISTERED                                                          $244,172,000

No. A-1-__


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-1 Certificates referred to in the
within-mentioned Trust Agreement.


                BANKERS TRUST  COMPANY, not in its individual capacity but
                solely as Trustee



                 By:
                    ----------------------------------------------------------
                                   Authenticating Agent



     THE PRINCIPAL OF THIS CLASS A-1 CERTIFICATE IS PAYABLE IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS
A-1 CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



<PAGE>


                    GREENPOINT HOME EQUITY LOAN TRUST 2000-1

                CLASS A-1 VARIABLE RATE ASSET BACKED CERTIFICATES

     GreenPoint Home Equity Loan Trust 2000-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to FEDERAL HOME LOAN
MORTGAGE CORPORATION, or registered assigns, the principal sum of
($        ), such amount payable on each Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is $
and the denominator of which is $          by (ii) the aggregate amount, if any,
payable from the Collection Account in respect of principal on the Class A-1
Certificates pursuant to Section 9.7 of the Pooling Agreement; provided,
however, that the entire unpaid principal amount of this Certificate shall be
due and payable on the Payment Date in             (the "Final Scheduled Payment
Date"). The Issuer will pay interest on this Class A-1 Certificate at the rate
per annum provided in the Pooling Agreement on each Payment Date on the
principal amount of this Class A-1 Certificate outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date). Interest on this Class A-1 Certificate will accrue for
each Payment Date from the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, if no interest has yet been paid,
from June 29, 2000. Interest will be computed on the basis of the actual number
of days elapsed in a 360-day year. Such principal of and interest on this Class
A-1 Certificate shall be paid in the manner specified on the reverse hereof.

     The principal of and interest on this Class A-1 Certificate are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Issuer with respect to this Class A-1 Certificate shall be applied first to
interest due and payable on this Class A-1 Certificate as provided above and
then to the unpaid principal of this Class A-1 Certificate.

     This Class A-1 Certificate is entitled to the benefits of a financial
guaranty insurance policy (the "Policy") issued by Ambac Assurance Corporation
(the "Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of the Insured Payments with respect to the Class A-1 Certificates on
each Payment Date, all as more fully set forth in the Pooling Agreement. This
Class A-1 Certificate is additionally entitled to the benefits of a guaranty
issued by Federal Home Loan Mortgage Corporation ("Freddie Mac") pursuant to
which Freddie Mac has unconditionally guaranteed payments of the Insured
Payments with respect to the Class A-1 Certificates on each Payment Date, to the
extent such amounts have not otherwise been paid by the Insurer, all as more
fully set out in the Pooling Agreement.

     For purposes of federal income, state and local income and franchise and
any other income taxes, the Issuer will treat the Class A-1 Certificates as
indebtedness of the Sponsor and hereby instructs the Trustee to treat the Class
A-1 Certificates as indebtedness of the Sponsor for federal and state tax
reporting purposes. Each Securityholder by acceptance of a Class A-1 Certificate
(and each owner of a beneficial interest in a Class A-1 Certificate by
acceptance of such beneficial interest) agrees to treat the Class A-1
Certificates for federal income, state and local income and franchise and any
other income taxes as indebtedness of the Sponsor.

<PAGE>

     Each Securityholder or Security Owner, by acceptance of this Class A-1
Certificate or, in the case of a Security Owner, a beneficial interest in a
Class A-1 Certificate, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Trustee on the Class A-1 Certificates or under the Pooling
Agreement or any certificate or other writing delivered in connection therewith,
against (i) the Sponsor, the Servicer, the Trustee, or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any owner, beneficiary, agent, officer, director or employee of the
Sponsor, the Servicer, the Trustee, or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Sponsor, the
Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Sponsor, the Servicer, the Trustee, or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Trustee and the Owner Trustee have no such obligations in
their individual capacity) and except that any such owner or beneficiary shall
be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     Reference is made to the further provisions of this Class A-1 Certificate
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-1 Certificate.

     Unless the certificate of authentication hereon has been executed by the
Owner Trustee whose name appears below by manual signature, this Class A-1
Certificate shall not be entitled to any benefit under the Pooling Agreement
referred to on the reverse hereof, or be valid or obligatory for any purpose.

     This Class A-1 Certificate is one of a duly authorized issue of Class A-1
Certificates of the Issuer, designated as its Class A-1 Variable Rate Asset
Backed Certificates (herein called the "Class A-1 Certificates"), all issued
under a Trust Agreement dated as of June 1, 2000 (such trust agreement, as
supplemented or amended, is herein called the "Trust Agreement"), between
GreenPoint Mortgage Securities Inc., as sponsor, and Wilmington Trust Company,
as owner trustee (the "Owner Trustee", which term includes any successor Owner
Trustee under the Trust Agreement). Certain rights of Securityholders in the
Class A-1 Certificates are additionally described in the Pooling Agreement and
Indenture dated as of June 1, 2000 (such pooling agreement, as supplemented or
amended, is herein called the "Pooling Agreement"), between the Issuer, Bankers
Trust Company, as trustee (the "Trustee", which term includes any successor
Trustee under the Pooling Agreement) and the Federal Home Loan Mortgage
Corporation ("Freddie Mac"). Reference is made to the Trust Agreement and all
trust agreements supplemental thereto and to the Pooling Agreement and all
pooling agreements supplemental thereto for statements of the respective rights
and obligations thereunder of the Issuer, the Trustee, the Owner Trustee and the
Holders of the Class A-1 Certificates. The Class A-1 Certificates are subject to
all terms of the Trust Agreement and the Pooling Agreement. All terms used in
this Class A-1 Certificate that are defined in the Pooling Agreement, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Pooling Agreement, as so supplemented or amended. If any such terms are
not defined in the Pooling Agreement, as supplemented or amended, then such
terms shall have the meanings assigned to them in or pursuant to the Trust
Agreement, as so supplemented or amended.

<PAGE>

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

     Principal of the Class A-1 Certificates will be payable on each Payment
Date in an amount described in the Pooling Agreement. "Payment Date" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing July 17, 2000. The term "Payment Date,"
shall be deemed to include the Final Scheduled Payment Date.

     As described above, the entire unpaid principal amount of this Class A-1
Certificate shall be due and payable on the earlier of the Final Scheduled
Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the
Pooling Agreement. Notwithstanding the foregoing, on the date on which a Rapid
Amortization Period as described in Section 5.1(a) of the Pooling Agreement
shall have occurred and be continuing and the Trustee or the Holders
representing more than 50% of the Outstanding Amount of the Class A-1
Certificates, with the prior written consent of the Controlling Party shall have
the right among others to direct the Trustee to sell or liquidate the Pool I
Mortgage Loans as provided in Section 12.1 of the Pooling Agreement and pay such
amounts to the Class A-1 Certificates. All principal payments on the Class A-1
Certificates shall be made pro rata to the Holders of the Class A-1 Certificates
entitled thereto. The Policy or the Guarantee will cover any amounts by which
such remaining net proceeds are insufficient to pay the Class A-1 Principal
Balance, together with all accrued and unpaid interest thereon.

     Payments of interest on this Class A-1 Certificate due and payable on each
Payment Date, together with the installment of principal, if any, to the extent
not in full payment of this Class A-1 Certificate, shall be made by wire
transfer in immediately available funds to the account designated by the Person
whose name appears as the Holder of this Class A-1 Certificate (or one or more
Predecessor Securities) on the Certificate Register as of the close of business
on each Record Date. Such checks shall be mailed to the Person entitled thereto
at the address of such Person as it appears on the Security Register as of the
applicable Record Date without requiring that this Class A-1 Certificate be
submitted for notation of payment. Any reduction in the principal amount of this
Class A-1 Certificate (or any one or more Predecessor Securities) effected by
any payments made on any Payment Date shall be binding upon all future Holders
of this Class A-1 Certificate and of any Class A-1 Certificate issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Pooling Agreement, for payment in full of the then remaining unpaid principal
amount of this Class A-1 Certificate on a Payment Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Payment Date by notice mailed prior
to such Payment Date and the amount then due and payable shall be payable only
upon presentation and surrender of this Certificate at the office of the
Trustee's agent appointed for such purposes located in The City of New York.

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

<PAGE>

     As provided in the Pooling Agreement, the Class A-1 Certificates may be
redeemed pursuant to Section 11.1 of the Pooling Agreement, in whole, but not in
part, at the option of the Sponsor (with the consent of the Controlling Party
under certain circumstances), on any Payment Date on or after the date on which
the Class A-1 Certificate Principal Balance is less than or equal to 10% of the
Original Class A-1 Certificate Principal Balance.

     As provided in the Pooling Agreement and subject to certain limitations set
forth therein, the transfer of this Class A-1 Certificate may be registered on
the Security Register upon surrender of this Class A-1 Certificate for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Pooling Agreement, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly executed
by, the Holder hereof or his attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("Stamp") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, Stamp, all in accordance with the Exchange
Act, and (ii) accompanied by such other documents as the Trustee may require,
and thereupon one or more new Class A-1 Certificates of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Class A-1 Certificate, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

     Each Securityholder or Security Owner, by acceptance of a Class A-1
Certificate or, in the case of a Security Owner, a beneficial interest in a
Class A-1 Certificate covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Trustee on the Class A-1 Certificates or under the Pooling
Agreement or any certificate or other writing delivered in connection therewith,
against (i) the Sponsor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any owner, beneficiary, agent, officer, director or employee of the
Sponsor, the Servicer, the Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Sponsor, the
Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Sponsor, the Servicer, the Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Trustee and the Owner Trustee have no such obligations in
their individual capacity) and except that any such owner or beneficiary shall
be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     Each Securityholder or Security Owner, by acceptance of a Class A-1
Certificate or, in the case of a Security Owner, a beneficial interest in a
Class A-1 Certificate covenants and agrees that by accepting the benefits of the
Pooling Agreement and the Trust Agreement that such Securityholder will not at
any time institute against the Sponsor, or the Issuer or join in any institution
against the Sponsor, or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Class A-1 Certificates, the Trust Agreement, the
Pooling Agreement or the Basic Documents.

<PAGE>

     Prior to the due presentment for registration of transfer of this Class A-1
Certificate, the Issuer, the Trustee, the Insurer and Freddie Mac and any agent
of the Issuer, the Trustee, the Insurer or Freddie Mac may treat the Person in
whose name this Class A-1 Certificate (as of the day of determination or as of
such other date as may be specified in the Pooling Agreement) is registered as
the owner hereof for all purposes, whether or not this Class A-1 Certificate be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.

     The Pooling Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Class A-1 Certificates under the
Pooling Agreement at any time by the Issuer with the consent of the Insurer,
Freddie Mac and of the Holders of Securities representing a majority of the
Outstanding Amount of all Securities at the time Outstanding. Any such consent
or waiver by the Holder of this Class A-1 Certificate (or any one of more
Predecessor Securities) shall be conclusive and binding upon such Holder and
upon all future Holders of this Class A-1 Certificate and of any Class A-1
Certificate issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this Class A-1 Certificate. The Pooling Agreement also permits the
Trustee to amend or waive certain terms and conditions set forth in the Pooling
Agreement without the consent of Holders of the Securities but with the consent
of the Insurer and Freddie Mac.

     The term "Issuer" as used in this Class A-1 Certificate includes any
successor to the Issuer under the Pooling Agreement or the Trust Agreement.

     The Class A-1 Certificates are issuable only in registered form in
denominations as provided in the Trust Agreement, subject to certain limitations
therein set forth.

     This Class A-1 Certificate and the Trust Agreement shall be construed in
accordance with the laws of the state of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws. The Pooling Agreement shall be construed in accordance with the laws of
the State of New York, without reference to its conflict of law provisions, and
the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.

     No reference herein to the Trust Agreement or the Pooling Agreement and no
provision of this Class A-1 Certificate, the Trust Agreement or of the Pooling
Agreement shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on this Class A-1
Certificate at the times, place, and rate, and in the coin or currency herein
prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Trust Agreement, the Pooling Agreement or the Basic Documents,
neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or

<PAGE>

indemnifications contained in this Class A-1 Certificate or the Pooling
Agreement, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Issuer for the sole purposes of binding
the interests of the Issuer in the assets of the Issuer. The Holder of this
Class A-1 Certificate by the acceptance hereof agrees that except as expressly
provided in the Pooling Agreement or the Basic Documents in the case of a Rapid
Amortization Event with respect to the Class A-1 Certificates under the Pooling
Agreement, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Pooling Agreement or in this Class A-1 Certificate.



<PAGE>


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

Date:  June 29, 2000         GREENPOINT HOME EQUITY
                             LOAN TRUST 2000-1

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


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


<PAGE>


                                   ASSIGNMENT

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

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

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

the within Class A-1 Certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints, attorney, to transfer said Class A-1
Certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:                                                                       (1)
      -----------------------------               ------------------------------
                                                        Signature Guaranteed:


















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




<PAGE>
                                                                       EXHIBIT B


                              RESIDUAL CERTIFICATE


THIS RESIDUAL CERTIFICATE REPRESENTS CERTAIN RESIDUAL RIGHTS TO PAYMENT TO THE
EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERRED TO HEREIN.

THIS RESIDUAL CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON.

THIS RESIDUAL CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS RESIDUAL CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.10 OF THE TRUST AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS RESIDUAL CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE
PROVIDES A REPRESENTATION LETTER FROM THE TRANSFEREE OF SUCH RESIDUAL
CERTIFICATE, ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE, THE INSURER AND FREDDIE MAC, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE, NOR A PERSON ACTING ON BEHALF OF OR USING THE ASSETS
OF ANY SUCH PLAN, WHICH REPRESENTATION LETTER SHALL NOT BE AN EXPENSE OF THE
TRUSTEE, THE INSURER OR FREDDIE MAC.

NO TRANSFER OF A RESIDUAL CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS MADE IN ACCORDANCE WITH
SAID ACT AND LAWS. EXCEPT FOR THE INITIAL ISSUANCE OF THE RESIDUAL CERTIFICATE
TO THE SPONSOR, THE TRUSTEE SHALL REQUIRE (i) THE TRANSFEREE TO EXECUTE AN
INVESTMENT LETTER ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE, THE INSURER AND FREDDIE MAC CERTIFYING TO THE TRUSTEE, THE INSURER AND
FREDDIE MAC THE FACTS SURROUNDING SUCH TRANSFER, WHICH INVESTMENT LETTER SHALL
NOT BE AN EXPENSE OF THE TRUSTEE, THE INSURER OR FREDDIE MAC OR (ii) IF THE
INVESTMENT LETTER IS NOT DELIVERED, A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE INSURER, FREDDIE MAC
AND THE SPONSOR THAT SUCH TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION,
DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFOR, FROM SAID ACT OR IS
BEING MADE PURSUANT TO SAID

                                       B-1

<PAGE>

ACT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
INSURER, FREDDIE MAC OR THE SPONSOR. THE HOLDER OF A RESIDUAL CERTIFICATE
DESIRING TO EFFECT SUCH TRANSFER SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE
SPONSOR, THE INSURER AND FREDDIE MAC AGAINST ANY LIABILITY THAT MAY RESULT IF
THE TRANSFER IS NOT SO EXEMPT OR IS NOT MADE IN ACCORDANCE WITH SUCH FEDERAL AND
STATE LAWS.

THE RESIDUAL CERTIFICATES AND ANY INTEREST THEREIN SHALL NOT BE TRANSFERRED
EXCEPT UPON SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT: (I) THE PERSON
THAT ACQUIRES A RESIDUAL CERTIFICATE SHALL (A) BE ORGANIZED AND EXISTING UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE OR THE DISTRICT OF
COLUMBIA THEREOF, (B) EXPRESSLY ASSUME, BY AN AGREEMENT SUPPLEMENTAL HERETO,
EXECUTED AND DELIVERED TO THE TRUSTEE, THE INSURER AND FREDDIE MAC, THE
PERFORMANCE OF EVERY COVENANT AND OBLIGATION OF THE SPONSOR UNDER THE TRUST
AGREEMENT AND (C) AS PART OF ITS ACQUISITION OF A RESIDUAL CERTIFICATE, ACQUIRE
ALL RIGHTS OF THE SPONSOR OR ANY TRANSFEREE UNDER SECTION 4.10 OF THE TRUST
AGREEMENT TO AMOUNTS PAYABLE TO THE RESIDUAL CERTIFICATE OR SUCH TRANSFEREE
UNDER SECTIONS 9.6(D)(XIV) AND 9.5(C) OF THE POOLING AGREEMENT; (II) THE HOLDER
OF THE RESIDUAL CERTIFICATES SHALL DELIVER TO THE TRUSTEE, THE INSURER AND
FREDDIE MAC AN OFFICER'S CERTIFICATE STATING THAT SUCH TRANSFER AND SUCH
SUPPLEMENTAL AGREEMENT COMPLY WITH SECTION 4.10(C) OF THE TRUST AGREEMENT AND
THAT ALL CONDITIONS PRECEDENT PROVIDED BY SECTION 4.10(C) OF THE TRUST AGREEMENT
HAVE BEEN COMPLIED WITH AND AN OPINION OF COUNSEL STATING THAT ALL CONDITIONS
PRECEDENT PROVIDED BY SECTION 4.10(C) OF THE TRUST AGREEMENT HAVE BEEN COMPLIED
WITH, AND THE TRUSTEE MAY CONCLUSIVELY RELY ON SUCH OFFICER'S CERTIFICATE, SHALL
HAVE NO DUTY TO MAKE INQUIRIES WITH REGARD TO THE MATTERS SET FORTH THEREIN AND
SHALL INCUR NO LIABILITY IN SO RELYING; (III) THE HOLDER OF THE RESIDUAL
CERTIFICATES SHALL DELIVER TO THE TRUSTEE, THE INSURER AND FREDDIE MAC A LETTER
FROM EACH RATING AGENCY CONFIRMING THAT ITS RATING OF THE SECURITIES, AFTER
GIVING EFFECT TO SUCH TRANSFER, WILL NOT BE REDUCED OR WITHDRAWN WITHOUT REGARD
TO THE POLICY; (IV) THE TRANSFEREE OF THE RESIDUAL CERTIFICATES SHALL DELIVER TO
THE TRUSTEE, THE INSURER AND FREDDIE MAC AN OPINION OF COUNSEL TO THE EFFECT
THAT (A) SUCH TRANSFER WILL NOT ADVERSELY AFFECT THE TREATMENT OF THE SECURITIES
AFTER SUCH TRANSFER AS DEBT FOR FEDERAL AND APPLICABLE STATE INCOME TAX
PURPOSES, (B) SUCH TRANSFER WILL NOT RESULT IN THE TRUST BEING SUBJECT TO TAX AT
THE ENTITY LEVEL FOR FEDERAL OR APPLICABLE STATE TAX PURPOSES, (C) SUCH TRANSFER
WILL NOT HAVE ANY MATERIAL ADVERSE IMPACT ON THE FEDERAL OR APPLICABLE STATE
INCOME TAXATION OF A SECURITYHOLDER OR ANY RESIDUAL CERTIFICATEHOLDER AND (D)
SUCH TRANSFER WILL NOT RESULT IN THE ARRANGEMENT CREATED BY THE TRUST AGREEMENT
OR ANY "PORTION" OF THE TRUST, BEING TREATED AS A TAXABLE

                                       B-2

<PAGE>

MORTGAGE POOL AS DEFINED IN SECTION 7701(I) OF THE CODE; (V) ALL FILINGS AND
OTHER ACTIONS NECESSARY TO CONTINUE THE PERFECTION OF THE INTEREST OF THE TRUST
IN THE MORTGAGE LOANS AND THE OTHER PROPERTY CONVEYED UNDER THE TRUST AGREEMENT
SHALL HAVE BEEN TAKEN OR MADE AND (VI) THE INSURER AND FREDDIE MAC SHALL HAVE
CONSENTED TO SUCH TRANSFER.

THIS RESIDUAL CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


















                                       B-3

<PAGE>

          GREENPOINT HOME EQUITY LOAN TRUST 2000-1 RESIDUAL CERTIFICATE


Percentage Interest:  100%                           Cut-Off Date:  May 31, 2000
First Payment Date:  July 17, 2000                    Issue Date:  June 29, 2000

No. 1

                       GreenPoint Mortgage Securities Inc.
                           Residual Certificateholder

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Residual Certificates referred to in the
within-mentioned Trust Agreement.


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



                   By:
                   -----------------------------------------------
                              Authenticating Agent



     The Trust was created pursuant to a Trust Agreement dated as of June 1,
2000 (the "Trust Agreement"), between the Sponsor and Wilmington Trust Company,
as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Trust Agreement.

     This Residual Certificate is one of the duly authorized Residual
Certificates designated as GreenPoint Home Equity Loan "Asset Backed
Certificates" (herein called the "Residual Certificates"). Also issued under the
Trust Agreement are two classes of Securities designated as Class A-1
Certificates and Class A-2 Notes (collectively referred to herein as the
"Certificates"). These Residual Certificates are issued under and are subject to
the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Residual Certificate by virtue of the acceptance
hereof assents and by which such holder is bound. The property of the Trust
includes (A) a pool of certain adjustable rate home equity revolving credit line
loans (the "HELOC Mortgage Loans") (including any Additional Balances related
thereto) and certain second lien closed-end loans (the "Closed End Mortgage
Loans") in each case which substantially conform to the loan origination
standards with respect to loan balances as of the date of origination set form
by the Federal Home Loan Mortgage Corporation ("Freddie Mac") and (B) a pool of
certain HELOC Mortgage Loans (including any Additional Balances related thereto)
and certain Closed End Mortgage Loans which may not so conform.

                                       B-4

<PAGE>

     Under the Trust Agreement, there will be distributed on the 15th day of
each month or, if such 15th day is not a Business Day, the next Business Day
(the "Payment Date"), commencing on July 17, 2000, to the Person in whose name
this Residual Certificate is registered at the close of business on the Business
Day preceding such Payment Date (the "Record Date") such Residual
Certificateholder's Percentage Interest in the amount to be distributed to
Residual Certificateholders on such Payment Date.

     The holder of this Residual Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Residual Certificate are
subordinated to the rights of the Securityholders as described in the Sale and
Servicing Agreement, the Pooling Agreement and the Trust Agreement, as
applicable.

     The holder of this Residual Certificate, by acceptance of this Residual
Certificate, specifically acknowledges that it has no right to or interest in
any monies at any time held pursuant to the Reserve Fund or prior to the release
of such monies pursuant to Sections 9.6(d)(xiii) and 9.5(c) of the Pooling
Agreement, such monies being held in trust for the benefit of the
Securityholders and the Insurer. Notwithstanding the foregoing, in the event
that it is ever determined that the monies held in the Reserve Fund constitute a
pledge of collateral, then the provisions of the Sale and Servicing Agreement
shall be considered to constitute a security agreement and the holder of this
Residual Certificate hereby grants to the Trustee and the Insurer a first
priority perfected security interest in such amounts. In addition, each Residual
Certificateholder, by acceptance of its Residual Certificate, hereby appoints
the Sponsor as its agent to pledge a first priority perfected security interest
in the Reserve Fund and agrees to execute and deliver such instruments of
conveyance, assignment, grant, confirmation, etc., as well as any financing
statements, in each case as the Insurer shall consider reasonably necessary in
order to perfect the Trustee's security interest in the Trust Property.

     It is the intent of the Sponsor, the Servicer, and the Residual
Certificateholders that, for purposes of Federal income taxes, the Trust will be
treated as a branch. In the event that the Residual Certificates are held by
more than one Holder, it is the intent of the Sponsor, the Servicer, and the
Residual Certificateholders that, for purposes of Federal income taxes, the
Trust will be treated as a partnership and the Residual Certificateholders will
be treated as partners in that partnership. The Sponsor and any other Residual
Certificateholders, by acceptance of a Residual Certificate, agree to treat, and
to take no action inconsistent with the treatment of, the Residual Certificates
for such tax purposes as partnership interests in the Trust. Each Residual
Certificateholder, by its acceptance of a Residual Certificate, covenants and
agrees that such Residual Certificateholder will not at any time institute
against the Trust or the Sponsor, or join in any institution against the Trust
or the Sponsor 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 Residual Certificates, the Certificates, the Trust Agreement or any of the
Basic Documents.

     Distributions on this Residual Certificate will be made as provided in the
Sale and Servicing Agreement and the Pooling Agreement by the Trustee by wire
transfer or check mailed to the Residual Certificateholder of record in the
Residual Certificate Register without the presentation or surrender of this
Residual Certificate or the making of any notation hereon.

                                       B-5

<PAGE>

Except as otherwise provided in the Trust Agreement and notwithstanding the
above, the final distribution on this Residual Certificate will be made after
due notice by the Owner Trustee of the pendency of such distribution and only
upon presentation and surrender of this Residual Certificate at the office or
agency maintained for the purpose by the Owner Trustee in the Corporate Trust
Office.

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

     Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual signature, this Residual
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

     The Residual Certificates do not represent an obligation of, or an interest
in, the Company, the Sponsor, the Servicer, the Insurer, Freddie Mac, the Owner
Trustee or any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Pooling Agreement or the Basic Documents.
In addition, this Residual Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections with respect to the Mortgage Loans, as more specifically set forth
herein, in the Sale and Servicing Agreement and in the Pooling Agreement. A copy
of each of the Sale and Servicing Agreement and the Trust Agreement may be
examined during normal business hours at the principal office of the Sponsor,
and at such other places, if any, designated by the Sponsor, by any Residual
Certificateholder upon written request.

     The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Sponsor and the rights of the Residual Certificateholders under the Trust
Agreement at any time by the Sponsor and the Owner Trustee with the prior
written consent of the Insurer and Freddie Mac and with the consent of the
holders of the Securities and the Residual Certificates evidencing not less than
a majority of the outstanding Securities and the Residual Certificates. Any such
amendment shall be conclusive and binding upon the holder of this Residual
Certificate and on all future holders of this Residual Certificate and of any
Residual Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this Residual
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the holders of any of the Residual
Certificates (other than the Sponsor , the Insurer or Freddie Mac).

     As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Residual Certificate is registrable in
the Residual Certificate Register upon surrender of this Residual Certificate
for registration of transfer at the offices or agencies of the Residual
Certificate Registrar maintained by the Owner Trustee in the Corporate Trust
Office, accompanied by a written instrument of transfer in form satisfactory to
the Owner Trustee and the Residual Certificate Registrar duly executed by the
holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Residual Certificates in

                                       B-6

<PAGE>

authorized denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee. The initial Residual Certificate
Registrar appointed under the Trust Agreement is Wilmington Trust Company.

     Except for Residual Certificates issued to the Sponsor, the Residual
Certificates are issuable only as registered Residual Certificates without
coupons in denominations of $1,000 or integral multiples of $1,000 in excess
thereof. As provided in the Trust Agreement and subject to certain limitations
therein set forth, Residual Certificates are exchangeable for new Residual
Certificates in authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Residual Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

     The Owner Trustee, the Residual Certificate Registrar, the Insurer, Freddie
Mac and any agent of the Owner Trustee, the Residual Certificate Registrar, the
Insurer or Freddie Mac may treat the person in whose name this Residual
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Residual Certificate Registrar, the Insurer, Freddie Mac nor
any such agent shall be affected by any notice to the contrary.

     The obligations and responsibilities created by the Trust Agreement and the
Trust created thereby shall terminate upon the payment to Residual
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement, the Pooling Agreement and the Sale and Servicing Agreement and
the disposition of all property held as part of the Trust. The Sponsor may at
its option redeem the Securities at a price and upon the satisfaction of certain
conditions specified in Section 6.01(b) of the Sale and Servicing Agreement, and
if all of the Securities are redeemed, such redemption may result in termination
of the Trust which may effect a transfer of the Residual Certificates; however,
such right of purchase is exercisable, subject to certain restrictions, only on
any Payment Date on or after the Payment Date immediately prior to which the
related Security Principal Balance for a Class of Securities is less than 10% of
the related Original Security Principal Balance for such Class of Securities,
all amounts due and owing to the Insurer for unpaid premiums and unreimbursed
draws related to such Class of Securities on the Policy and all other amounts
due and owing to the Insurer pursuant to the Insurance Agreement together with
interest thereon as provided under the Insurance Agreement, and, for the Class
A-1 Certificates, all amounts due and owing to Freddie Mac for unreimbursed
payments pursuant to the Guarantee have been paid.

     The recitals contained herein shall be taken as the statements of the
Sponsor or the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Residual Certificate
or of any Mortgage Loan or related document.

     Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual or facsimile signature,
this Residual Certificate shall not entitle the holder hereof to any benefit
under the Trust Agreement or the Sale and Servicing Agreement or be valid for
any purpose.


                                       B-7

<PAGE>

     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Residual Certificate to be duly
executed.


                          GREENPOINT HOME EQUITY LOAN TRUST 2000-1

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



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


Dated: June 29, 2000

                                      B-8
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)


--------------------------------------------------------------------------------
the within Residual Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

___________________________Attorney to transfer said Residual Certificate on the
books of the Residual Certificate Registrar, with full power of substitution in
the premises.

Dated:

                                                                          *
                                      -------------------------------------
                                      Signature Guaranteed:


                                                                          *
                                      -------------------------------------

--------------------
*        NOTICE: The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within
         Residual Certificate in every particular, without alteration,
         enlargement or any change whatever. Such signature must be guaranteed
         by an "eligible guarantor institution" meeting the requirements of the
         Residual Certificate Registrar, which requirements include membership
         or participation in STAMP or such other "signature guarantee program"
         as may be determined by the Residual Certificate Registrar in addition
         to, or in substitution for, STAMP, all in accordance with the
         Securities Exchange Act of 1934, as amended.


<PAGE>
                                                                       EXHIBIT C


                             CERTIFICATE OF TRUST OF
                    GREENPOINT HOME EQUITY LOAN TRUST 2000-1


     This Certificate of Trust of GreenPoint Home Equity Loan Trust 2000-1 (the
"Trust"), dated as of June __, 2000, is being duly executed and filed by
Wilmington Trust Company, a Delaware banking corporation, as trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. Code, ss. 3801 et
seq.).

     1. Name. The name of the business trust formed hereby is GreenPoint Home
Equity Loan Trust 2000-1.

     2. Delaware Trust. The name and business address of the Owner Trustee of
the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001. Attn:
Corporate Trust Administration.

     3. This Certificate of Trust will be effective June 29, 2000.

     IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.


                              WILMINGTON TRUST COMPANY,
                              not in its individual capacity but solely as Owner
                              Trustee of the Trust.



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