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                                                                  EXECUTION COPY

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                    GREENPOINT HOME EQUITY LOAN TRUST 2000-1



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


                         POOLING AGREEMENT AND INDENTURE


                            Dated as of June 1, 2000


                              BANKERS TRUST COMPANY
                                     Trustee


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<PAGE>

                                TABLE OF CONTENTS
<TABLE>
                                                                                                               Page
<S>                                                                                                            <C>
ARTICLE I Definitions and Incorporation by Reference..............................................................2

      SECTION 1.1.    Definitions.................................................................................2
      SECTION 1.2.    Incorporation by Reference of the Trust Indenture Act.......................................2
      SECTION 1.3.    Rules of Construction.......................................................................3
      SECTION 1.4.    Action by or Consent of Securityholders and Residual Certificateholders.....................3
      SECTION 1.5.    Conflict with TIA...........................................................................3

ARTICLE II The Notes; the Securities..............................................................................4

      SECTION 2.1.    Form .......................................................................................4
      SECTION 2.2.    Execution, Authentication and Delivery......................................................4
      SECTION 2.3.    Registration; Registration of Transfer and Exchange.........................................4
      SECTION 2.4.    Mutilated, Destroyed, Lost or Stolen Notes..................................................4
      SECTION 2.5.    Persons Deemed Owners.......................................................................5
      SECTION 2.6.    Payment of Principal and Interest; Defaulted Interest.......................................5
      SECTION 2.7.    Cancellation................................................................................6
      SECTION 2.8.    Release of Collateral.......................................................................6
      SECTION 2.9.    Book-Entry Notes............................................................................6
      SECTION 2.10.   Notices to Clearing Agency..................................................................6
      SECTION 2.11.   Definitive Notes............................................................................6

ARTICLE III Covenants ............................................................................................6

      SECTION 3.1.    Payment of Principal and Interest...........................................................6
      SECTION 3.2.    Maintenance of Office or Agency.............................................................6
      SECTION 3.3.    Money for Payments to be Held in Trust......................................................7
      SECTION 3.4.    Existence...................................................................................7
      SECTION 3.5.    Protection of Trust Property................................................................8
      SECTION 3.6.    Opinions as to Trust Property...............................................................8
      SECTION 3.7.    Performance of Obligations; Servicing of Mortgage Loans.....................................9
      SECTION 3.8.    Negative Covenants.........................................................................10
      SECTION 3.9.    Annual Statement as to Compliance..........................................................11
      SECTION 3.10.   Issuer May Not Consolidate or Transfer Assets..............................................11
      SECTION 3.11.   No Other Business..........................................................................11
      SECTION 3.12.   No Borrowing...............................................................................11
      SECTION 3.13.   Servicer's Obligations.....................................................................11
      SECTION 3.14.   Guarantees, Loans, Advances and Other Liabilities..........................................11
      SECTION 3.15.   Capital Expenditures.......................................................................12
      SECTION 3.16.   Compliance with Laws.......................................................................12
      SECTION 3.17.   Restricted Payments........................................................................12
      SECTION 3.18.   Notice of Rapid Amortization Events and Events of Servicing Termination....................12
      SECTION 3.19.   Further Instruments and Acts...............................................................12
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<TABLE>
<S>                                                                                                              <C>

      SECTION 3.20.   Amendments of Sale and Servicing Agreement and Trust Agreement.............................12
      SECTION 3.21.   Income Tax Characterization................................................................13

ARTICLE IV Satisfaction and Discharge............................................................................13

      SECTION 4.1.    Satisfaction and Discharge of Pooling Agreement............................................13
      SECTION 4.2.    Application of Trust Money.................................................................14
      SECTION 4.3.    Repayment of Monies Held by Security Paying Agent..........................................14

ARTICLE V Remedies...............................................................................................14

      SECTION 5.1.    Remedies...................................................................................14
      SECTION 5.2.    Limitation of Suits........................................................................14
      SECTION 5.3.    Unconditional Rights of Securityholders To Receive Principal and Interest..................15
      SECTION 5.4.    Restoration of Rights and Remedies.........................................................15
      SECTION 5.5.    Rights and Remedies Cumulative.............................................................16
      SECTION 5.6.    Delay or Omission Not a Waiver.............................................................16
      SECTION 5.7.    Control by Securityholders.................................................................16
      SECTION 5.8.    Undertaking for Costs......................................................................16
      SECTION 5.9.    Waiver of Stay or Extension Laws...........................................................17
      SECTION 5.10.   Action on Securities.......................................................................17
      SECTION 5.11.   Performance and Enforcement of Certain Obligations.........................................17
      SECTION 5.12.   Subrogation................................................................................18
      SECTION 5.13.   Preference Claims..........................................................................18

ARTICLE VI The Trustee...........................................................................................19

      SECTION 6.1.    Duties of Trustee..........................................................................19
      SECTION 6.2.    Rights of Trustee..........................................................................21
      SECTION 6.3.    Individual Rights of Trustee...............................................................22
      SECTION 6.4.    Trustee's Disclaimer.......................................................................22
      SECTION 6.5.    Notice of Rapid Amortization Events and Events of Servicing Termination....................22
      SECTION 6.6.    Reports by Trustee to Holders..............................................................22
      SECTION 6.7.    Compensation and Indemnity.................................................................22
      SECTION 6.8.    Replacement of Trustee.....................................................................23
      SECTION 6.9.    Successor Trustee by Merger................................................................24
      SECTION 6.10.   Appointment of Co-Trustee or Separate Trustee..............................................25
      SECTION 6.11.   Eligibility; Disqualification..............................................................26
      SECTION 6.12.   Preferential Collection of Claims Against Issuer...........................................26
      SECTION 6.13.   Appointment and Powers.....................................................................26
      SECTION 6.14.   Performance of Duties......................................................................27
      SECTION 6.15.   Limitation on Liability....................................................................27
      SECTION 6.16.   Reliance Upon Documents....................................................................27
      SECTION 6.17.   Representations and Warranties of the Trustee..............................................27
      SECTION 6.18.   Waiver of Setoffs..........................................................................28
      SECTION 6.19.   Control by the Controlling Party...........................................................28

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<TABLE>
<S>                                                                                                              <C>
      SECTION 6.20.   Trustee May Enforce Claims Without Possession of Certificates..............................28
      SECTION 6.21.   Suits for Enforcement......................................................................28
      SECTION 6.22.   Mortgagor Claims...........................................................................28

ARTICLE VII Securityholders' Lists and Reports...................................................................29

      SECTION 7.1.    Issuer To Furnish To Trustee Names and Addresses of Securityholders........................29
      SECTION 7.2.    Preservation of Information; Communications to Securityholders.............................29
      SECTION 7.3.    Reports by Issuer..........................................................................30
      SECTION 7.4.    Reports by Trustee.........................................................................30

ARTICLE VIII Payments and Statements to Securityholders and Residual Securityholders; Accounts,
                      Disbursements and Releases.................................................................30

      SECTION 8.1.    Collection of Money........................................................................30
      SECTION 8.2.    Release of Trust Property..................................................................31
      SECTION 8.3.    Establishment of Accounts..................................................................31
      SECTION 8.4.    The Policy and the Guarantee...............................................................31
      SECTION 8.5.    Payments under the GreenPoint Bank Demand Note.............................................33
      SECTION 8.6.    Reserve Fund...............................................................................33
      SECTION 8.7.    Priority of Distributions..................................................................34
      SECTION 8.8.    Statements to Securityholders..............................................................36
      SECTION 8.9.    Rights of Securityholders and Residual Certificateholders..................................37
      SECTION 8.10.   Opinion of Counsel.........................................................................38

ARTICLE IX Supplemental Pooling Agreements.......................................................................38

      SECTION 9.1.    Supplemental Pooling Agreements Without Consent of Securityholders.........................38
      SECTION 9.2.    Supplemental Pooling Agreements with Consent of Securityholders............................39
      SECTION 9.3.    Execution of Supplemental Pooling Agreements...............................................41
      SECTION 9.4.    Effect of Supplemental Pooling Agreement...................................................41
      SECTION 9.5.    Reference in Securities to Conformity With Trust Indenture Act.............................41
      SECTION 9.6.    Reference in Securities to Supplemental Pooling Agreements.................................41

ARTICLE X Redemption of Securities...............................................................................41

      SECTION 10.1.   Redemption.................................................................................41
      SECTION 10.2.   Surrender of Securities....................................................................42
      SECTION 10.3.   Form of Redemption Notice..................................................................43
      SECTION 10.4.   Securities Payable on Redemption Date......................................................44

ARTICLE XI Miscellaneous.........................................................................................44

      SECTION 11.1.   Compliance Certificates and Opinions, etc..................................................44
      SECTION 11.2.   Form of Documents Delivered to Trustee.....................................................44
      SECTION 11.3.   Acts of Securityholders....................................................................45
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<TABLE>
<S>                                                                                                              <C>
      SECTION 11.4.   Notices, etc., to Trustee, Issuer, Insurer, Freddie Mac and Rating Agencies................46
      SECTION 11.5.   Notices to Securityholders; Waiver.........................................................47
      SECTION 11.6.   Alternate Payment and Notice Provisions....................................................47
      SECTION 11.7.   Conflict with Trust Indenture Act..........................................................48
      SECTION 11.8.   Effect of Headings and Table of Contents...................................................48
      SECTION 11.9.   Successors and Assigns.....................................................................48
      SECTION 11.10.  Separability...............................................................................48
      SECTION 11.11.  Benefits of Pooling Agreement..............................................................48
      SECTION 11.12.  Legal Holidays.............................................................................48
      SECTION 11.13.  GOVERNING LAW..............................................................................48
      SECTION 11.14.  Counterparts...............................................................................49
      SECTION 11.15.  Recording of Pooling Agreement.............................................................49
      SECTION 11.16.  Trust Obligation...........................................................................49
      SECTION 11.17.  No Petition................................................................................49
      SECTION 11.18.  Inspection.................................................................................49
      SECTION 11.19.  Limitation of Liability....................................................................50

ARTICLE XII Rapid Amortization Events............................................................................50

      SECTION 12.1.   Rapid Amortization Events..................................................................50

ANNEX A - Defined Terms

EXHIBIT A - Form of Class A-2 Note
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     POOLING AGREEMENT AND INDENTURE, dated as of June 1, 2000 (the "Pooling
Agreement"), between GREENPOINT HOME EQUITY LOAN TRUST 2000-1, a Delaware
business trust (the "Issuer"), BANKERS TRUST COMPANY, a national banking
association, as trustee (the "Trustee") and FEDERAL HOME LOAN MORTGAGE
CORPORATION ("Freddie Mac").

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

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

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

     As an inducement to the Insurer to issue and deliver the Policy, the Issuer
and the Insurer have executed and delivered the Insurance and Indemnity
Agreement, dated as of June 29, 2000 (as amended from time to time, the
"Insurance Agreement"), among the Insurer, the Issuer, GreenPoint Mortgage
Funding, Inc., GreenPoint Mortgage Securities Inc. and the Trustee.

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

     Freddie Mac has guaranteed the payment of Insured Payments on the Class A-1
Certificates to the extent not otherwise paid by the Insurer (the "Guarantee")
pursuant to Section 8.4 of this Pooling Agreement.


                                       1


<PAGE>



                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Trustee at the Closing Date, for the
benefit of the Issuer Secured Parties all of the Issuer's right, title and
interest in and to: (i)(A) a pool ("Pool I") of certain adjustable rate home
equity revolving credit line loans (the "HELOC Mortgage Loans") (including any
Additional Balances related thereto) and certain second lien closed-end loans
(the "Closed End Mortgage Loans") in each case which substantially conform to
the loan origination standards with respect to loan balances as of the date of
origination set forth by Freddie Mac (the "Pool I Mortgage Loans") and (B) a
pool ("Pool II") of certain HELOC Mortgage Loans (including any Additional
Balances related thereto) and certain Closed End Mortgage Loans (the "Pool II
Mortgage Loans" and together with the Pool I Mortgage Loans, the "Mortgage
Loans"), in each case as set forth in Exhibit A to the Sale and Servicing
Agreement; (ii) the collections in respect of the Mortgage Loans after the
Cut-Off Date; (iii) property that secured a Mortgage Loan that has been acquired
by foreclosure or deed in lieu of foreclosure; (iv) rights of the Sponsor under
hazard insurance policies covering the Mortgaged Properties; (v) the Policy;
(vi) the Demand Note; (vii) amounts on deposit from time to time in the
Collection Account; (viii) any amounts on deposit in the Reserve Fund; (ix) all
rights under the Purchase Agreement assigned to the Issuer (including all
representations and warranties of the Seller contained therein) and all rights
of the Issuer under the Sale and Servicing Agreement; and (x) any and all
proceeds of the foregoing (the items set forth in (i) through (ix) above, the
"Collateral").

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


                                   ARTICLE I

                   Definitions and Incorporation by Reference

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

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

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Class A-2 Notes.

     "indenture security holder" means a Holder of the Class A-2 Notes.

                                       2
<PAGE>


     "indenture to be qualified" means this Pooling Agreement.

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

     "obligor" on the indenture securities means the Issuer.

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

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

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

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

          (iii) "or" is not exclusive;

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

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

     SECTION 1.4. Action by or Consent of Securityholders and Residual
Certificateholders. Whenever any provision of this Pooling 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 GreenPoint Mortgage Funding, Inc. or any
Affiliate thereof shall be deemed not to be outstanding; provided, however,
that, solely for the purpose of determining whether the Trustee or the Owner
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.

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


                                       3
<PAGE>



                                   ARTICLE II

                            The Notes; the Securities

     SECTION 2.1. Form. The Class A-2 Notes, together with the 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 Pooling 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 Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Notes may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Note.

     Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit A are part of the terms of this Pooling Agreement.

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

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

     The Trustee shall authenticate and deliver Class A-2 Notes for original
issue in the aggregate principal amount of $108,598,000. The Class A-2 Notes
outstanding at any time may not exceed such amounts except as provided in
Section 2.6.

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

     No Note shall be entitled to any benefit under this Pooling Agreement or be
valid or obligatory for any purpose, unless there appears attached to such Note
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate attached to any Notes shall be conclusive
evidence, and the only evidence, that such Notes have been duly authenticated
and delivered hereunder. Subject to Section 3.10 of the Trust Agreement, the
Notes shall be Book Entry Notes.

     SECTION 2.3. Registration; Registration of Transfer and Exchange. All terms
concerning the registration and registration of transfer and exchange of the
Class A-2 Notes are contained in the Trust Agreement.

     SECTION 2.4. Mutilated, Destroyed, Lost or Stolen Notes. All terms
concerning mutilated, destroyed, lost or stolen Class A-2 Notes are contained in
the Trust Agreement.


                                       4
<PAGE>


     SECTION 2.5. Persons Deemed Owners. All terms concerning deemed ownership
of the Notes are contained in the Trust Agreement.

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

     (a) The Securities shall accrue interest as provided herein, and such
amount shall be payable on each Payment Date as specified herein. Any
installment of interest or principal, if any, payable on any Security which is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the
Security Register on such Record Date, except that, unless Definitive Securities
have been issued pursuant to Section 2.11, with respect to Securities registered
on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), and with respect to the Class A-1 Certificates
payment will be made by wire transfer in immediately available funds to the
account designated by such nominee or the Class A-1 Securityholder and except
for the final installment of principal payable with respect to such Security on
a Payment Date or on the Final Scheduled Payment Date (and except for the
Redemption Price for any Security called for redemption pursuant to Section
10.1) which shall be payable as provided below. The funds represented by any
such checks returned undelivered shall be held in accordance with Section 3.3.

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

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

     (d) Promptly following the date on which all principal of and interest on
the Securities has been paid in full and the Securities have been surrendered to
the Trustee, the Trustee shall, upon written notice from the Servicer of the
amounts, if any, that the Insurer and Freddie Mac have paid in respect of the
Securities under the Policy, the Guarantee or otherwise which has not been
reimbursed to either the Insurer or Freddie Mac, deliver such surrendered
Securities to the Insurer and Freddie Mac, pro rata by unreimbursed amount, to
the extent not previously cancelled or destroyed.


                                       5
<PAGE>


     SECTION 2.7. Cancellation. All terms concerning cancellation of the Class
A-2 Notes are contained in the Trust Agreement.

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

     SECTION 2.9. Book-Entry Notes. All terms concerning Book-Entry Securities
are contained in the Trust Agreement.

     SECTION 2.10. Notices to Clearing Agency. All terms concerning notices to
the Clearing Agency are contained in the Trust Agreement.

     SECTION 2.11. Definitive Notes. All terms concerning Definitive Securities
are contained in the Trust Agreement.

                                   ARTICLE III

                                    Covenants

     SECTION 3.1. Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest on the Securities in accordance
with the terms of the Certificates and this Pooling Agreement. The Class A-1
Certificates represent beneficial ownership interests in the Trust and the Class
A-2 Notes shall be debt obligations of the Trust and both Classes of Securities
are limited in right of payment to amounts available from the Trust as provided
in this Pooling Agreement and the Trust shall not otherwise be liable for
payments on the Securities. No person shall be personally liable for any amounts
payable under the Securities. Amounts properly withheld under the Code by any
Person from a payment to any Securityholder of interest and/or principal shall
be considered as having been paid by the Issuer to such Securityholder for all
purposes of this Pooling Agreement.

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



                                       6
<PAGE>



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

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

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

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

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

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

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

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

     SECTION 3.4. Existence. The Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of
Delaware (unless it



                                       7
<PAGE>


becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other state or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Pooling Agreement,
the Trust Property, the Securities, and each other instrument or agreement
included in the Trust Property.

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

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

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

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

          (iv) enforce any of the Collateral, including making draws on the
     Demand Note;

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

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

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

     SECTION 3.6. Opinions as to Trust Property.

     (a) On the Closing Date, the Issuer shall furnish to the Trustee, the
Insurer and Freddie Mac an Opinion of Counsel stating that, in the opinion of
such counsel, such actions have been taken with respect to the recording and
filing of this Pooling Agreement, any Pooling Agreements supplemental hereto,
and any other requisite documents, and with respect to the



                                       8
<PAGE>


execution and filing of any financing statements and continuation statements, as
are necessary to perfect and make effective the first priority lien and security
interest in favor of the Trustee, for the benefit of the Issuer Secured Parties,
created by this Pooling Agreement.

     (b) Within 90 days after the beginning of each calendar year, beginning in
2001, the Issuer shall furnish to the Trustee, the Insurer and Freddie Mac, an
Opinion of Counsel either stating that, in the opinion of such counsel, such
actions have been taken with respect to the recording, filing, re-recording and
refiling of this Pooling Agreement, any Pooling Agreements supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as are necessary to
maintain the lien and security interest created by this Pooling Agreement and
reciting the details of such action or stating that in the opinion of such
counsel, no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Pooling Agreement, any Pooling Agreements
supplemental hereto and any other requisite documents and the execution and
filing of any financing statements and continuation statements that will, in the
opinion of such counsel, be required to maintain the lien and security interest
of this Pooling Agreement.

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

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

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

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


                                       9
<PAGE>


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

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

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

          (i) except as expressly permitted by this Pooling Agreement or the
     Basic Documents, sell, transfer, exchange or otherwise dispose of any of
     the properties or assets of the Issuer, including those included in the
     Trust Property (but excluding any Mortgage Loans removed from either Pool
     pursuant to Section 2.07 of the Sale and Servicing Agreement), without the
     consent of the Controlling Party (which consent may not be unreasonably
     withheld) provided, that if an Insurer Default has occurred and is
     continuing and if Freddie Mac has not performed its duties pursuant to the
     Guarantee, the Securityholders representing 66-2/3% of the Outstanding
     Amount may direct the Trustee to sell or dispose of the Trust Property if
     the Trustee receives the Liquidation Price, as described in Section 12.1.

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

          (iii) (A) permit the validity or effectiveness of this Pooling
     Agreement to be impaired, or permit the lien in favor of the Trustee
     created by this Pooling Agreement to be amended, hypothecated,
     subordinated, terminated or discharged, or permit any Person to be released
     from any covenants or obligations with respect to the Securities under this
     Pooling Agreement except as may be expressly permitted hereby, (B) permit
     any lien, charge, excise, claim, security interest, mortgage or other
     encumbrance (other than the lien of this Pooling Agreement) to be created
     on or extend to or otherwise arise upon or burden the Trust Property or any
     part thereof or any interest therein or the proceeds thereof (other than
     tax liens, mechanics' liens and other liens that arise by operation of law,
     in each case on a Mortgaged Property and arising solely as a result of an
     action or omission of the related Obligor), (C) permit the lien of this
     Pooling Agreement not to constitute a valid first priority (other than with
     respect to any such tax, mechanics' or other lien) security interest in the
     Trust Property or (D) amend, modify or

                                       10
<PAGE>

     fail to comply with the provisions of the Basic Documents without the prior
     written consent of the Insurer and Freddie Mac, which consents may not be
     unreasonably withheld.

     SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver to
the Trustee, the Insurer and Freddie Mac, within 90 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended December 31,
2000) and otherwise in compliance with the requirements of TIA Section
314(a)(4), an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that

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

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

     SECTION 3.10. Issuer May Not Consolidate or Transfer Assets.

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

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

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

     SECTION 3.12. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness or any certificates of beneficial interest except for (i) the Class
A-1 Certificates and the Residual Certificates, (ii) the Class A-2 Notes, (iii)
obligations owing from time to time to the Insurer under the Insurance Agreement
and Freddie Mac under the Guarantee and (iv) any other indebtedness permitted by
or arising under the Basic Documents, except that the Issuer shall not incur any
indebtedness that would cause it, or any portion thereof, to be treated as a
"taxable mortgage pool" under Section 7701 of the Code. The proceeds of the
Securities and the Residual Certificates shall be used exclusively to fund the
Issuer's purchase of the Mortgage Loans and the other assets specified in the
Sale and Servicing Agreement, to fund the Reserve Fund and to pay the Issuer's
organizational, transactional and start-up expenses.

     SECTION 3.13. Servicer's Obligations. The Issuer shall cause the Servicer
to comply with Sections 3.10 and 4.01 of the Sale and Servicing Agreement and
Section 9.5 herein.


                                       11
<PAGE>



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

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

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

     SECTION 3.17. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, the Owner Trustee, the Trustee and the Certificateholders as
permitted by, and to the extent funds are available for such purpose under, the
Sale and Servicing Agreement, this Pooling Agreement, or Trust Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Pooling Agreement and the
Basic Documents.

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

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

     SECTION 3.20. Amendments of Sale and Servicing Agreement and Trust
Agreement. The Issuer shall not agree to any amendment to Section 9.01 of the
Sale and Servicing Agreement or Section 12.1 of the Trust Agreement to eliminate
the requirements thereunder that the Trustee, the Insurer, Freddie Mac or the
Holders of the Securities consent to amendments thereto as provided therein.

                                       12
<PAGE>


     SECTION 3.21. Income Tax Characterization. For purposes of federal income,
state and local income and franchise and any other income taxes, the Issuer and
the Securityholders will treat the Securities as indebtedness of the Sponsor and
hereby instruct the Trustee to treat the Securities as indebtedness of the
Sponsor for federal and state tax reporting purposes.

                                   ARTICLE IV
                           Satisfaction and Discharge

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

     either

     (1) all Securities theretofore authenticated and delivered (other than (i)
Securities that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 3.4 of the Trust Agreement and (ii) Securities
for which payment money has theretofore been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or
discharged from such trust, as provided in Section 3.3) have been delivered to
the Trustee for cancellation and the Policy has terminated and been returned to
the Insurer for cancellation and all amounts owing to the Insurer and Freddie
Mac have been paid in full; or

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

          (i) have become due and payable,

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

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

and in the case of (i), (ii) or (iii) above

     (A) the Issuer, has irrevocably deposited or caused to be irrevocably
deposited with the Trustee cash or direct obligations of or obligations
guaranteed by the United States of


                                       13
<PAGE>


America (which will mature prior to the date such amounts are payable), in trust
for such purpose, in an amount sufficient to pay and discharge the entire
outstanding principal balance of the Class A-1 Certificates and the entire
indebtedness on the Class A-2 Notes, in each case to the extent not theretofore
delivered to the Trustee for cancellation when due on the Final Scheduled
Payment Date or Redemption Date (if Securities shall have been called for
redemption pursuant to Section 10.1), as the case may be;

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

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

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

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

                                   ARTICLE V

                                    Remedies

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

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


                                       14
<PAGE>



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

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

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

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

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

          (vi) an Insurer Default shall have occurred and be continuing and
     Freddie Mac (in the case of the Class A-1 Certificates) or a successor
     insurer has not succeeded to the Insurer's rights and duties under the
     Basic Documents;

it being understood and intended that no Holders of Securities shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision of
this Pooling Agreement to affect, disturb or prejudice the rights of any other
Holders of Securities or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Pooling Agreement,
except in the manner herein provided.

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

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

     SECTION 5.4. Restoration of Rights and Remedies. If the Controlling Party
or any Securityholder has instituted any proceeding to enforce any right or
remedy under this Pooling Agreement and such proceeding has been discontinued or
abandoned for any reason, then and in every such case the Issuer, the Insurer,
Freddie Mac, the Trustee and the Securityholders shall, subject to any
determination in such proceeding, be restored severally and


                                       15
<PAGE>


respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee, the Insurer, Freddie Mac and the Securityholders shall
continue as though no such proceeding had been instituted.

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

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

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

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

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

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

     SECTION 5.8. Undertaking for Costs. All parties to this Pooling Agreement
agree, and each Holder of any Security by such Holder's acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Pooling Agreement, or
in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to (a) any suit instituted by the Trustee,



                                       16
<PAGE>


(b) any suit instituted by the Insurer, Freddie Mac, any Securityholder, or
group of Securityholders with the prior written consent of the Controlling
Party, in each case holding in the aggregate more than 10% of the Outstanding
Amount of the Securities or (c) any suit instituted by any Securityholder for
the enforcement of the payment of principal of or interest on any Security on or
after the respective due dates expressed in such Security and in this Pooling
Agreement (or, in the case of redemption, on or after the Redemption Date).

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

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

     SECTION 5.11. Performance and Enforcement of Certain Obligations.

     (a) Promptly following a request from the Trustee (at the direction of the
Controlling Party) to do so and at the Servicer's expense, the Issuer agrees to
take all such lawful action as the Trustee may request to compel or secure the
performance and observance by the Sponsor and the Servicer, as applicable, of
each of their obligations to the Issuer under or in connection with the Sale and
Servicing Agreement in accordance with the terms thereof, and to exercise any
and all rights, remedies, powers and privileges lawfully available to the Issuer
under or in connection with the Sale and Servicing Agreement to the extent and
in the manner directed by the Trustee, including the transmission of notices of
default on the part of the Sponsor or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Sponsor or the Servicer of each of their obligations
under the Sale and Servicing Agreement.

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


                                       17
<PAGE>


     SECTION 5.12. Subrogation.

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

     (b) Freddie Mac shall, to the extent it makes any payment with respect to
the Class A-1 Certificates, become subrogated to the rights of the recipient of
such payments to the extent of such payments. Subject to and conditioned upon
any payment with respect to the Class A-1 Certificates by or on behalf of
Freddie Mac, the Trustee shall assign to Freddie Mac all rights to the payment
of interest or principal with respect to the Class A-1 Certificates which are
then due for payment to the extent of all payments made by Freddie Mac. Freddie
Mac may exercise any option, vote, right, power or the like with respect to the
Class A-1 Certificates to the extent that it has made payment pursuant to the
Guarantee.

     SECTION 5.13. Preference Claims.

     (a) In the event that the Trustee has received a certified copy of an order
of the appropriate court that any payment on a Security has been avoided in
whole or in part as a preference payment under applicable bankruptcy law, the
Trustee shall so notify the Insurer, shall comply with the provisions of the
Policy to obtain payment by the Insurer of such avoided payment, and shall, at
the time it provides notice to the Insurer, notify Holders of the related
Securities and Freddie Mac by mail that, in the event that any Securityholder's
payment is so recoverable, such Securityholder will be entitled to payment
pursuant to the terms of the Policy. The Trustee shall furnish to the Insurer at
its written request, the requested records it holds in its possession evidencing
the payments of principal of and interest on Securities, if any, which have been
made by the Trustee and subsequently recovered from Securityholders, and the
dates on which such payments were made. Pursuant to the terms of the Policy, the
Insurer will make such payment on behalf of the related Securityholder to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Final Order (as defined in the Policy) and not to the Trustee or any
Securityholder directly.

     (b) The Trustee shall promptly notify the Insurer and Freddie Mac of any
proceeding or the institution of any action (of which the Trustee has actual
knowledge) seeking the avoidance as a preferential transfer under applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (a
"Preference Claim") of any distribution made with respect to the Securities.
Each Holder, by its purchase of Securities, and the Trustee hereby agree that so
long as an Insurer Default shall not have occurred and be continuing, the
Insurer may at any time


                                       18
<PAGE>


during the continuation of any proceeding relating to a Preference Claim direct
all matters relating to such Preference Claim, including, without limitation,
(i) the direction of any appeal of any order relating to any Preference Claim
and (ii) the posting of any surety, supersedes or performance bond pending any
such appeal at the expense of the Insurer, but subject to reimbursement as
provided in the Insurance Agreement. In addition, and without limitation of the
foregoing, as set forth in Section 5.12, the Insurer shall be subrogated to, and
each Securityholder and the Trustee hereby delegate and assign, to the fullest
extent permitted by law, the rights of the Trustee and each Securityholder in
the conduct of any proceeding with respect to a Preference Claim, including,
without limitation, all rights of any party to an adversary proceeding action
with respect to any court order issued in connection with any such Preference
Claim. All actions taken under this Section 5.13(b) by the Trustee shall be
taken in accordance with the terms of the Policy.

                                   ARTICLE VI

                                   The Trustee

     SECTION 6.1. Duties of Trustee.

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

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

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

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

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

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


                                       19
<PAGE>


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

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

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

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

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

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

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

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

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

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


                                       20
<PAGE>


     SECTION 6.2. Rights of Trustee.

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

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

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

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

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

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

     (g) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by the Insurer, Freddie Mac or
by the Holders of Securities evidencing not less than 25% of the Outstanding
Amount thereof; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Pooling Agreement or the Sale and Servicing Agreement, the Trustee may
require indemnity reasonably satisfactory to it against such cost, expense or
liability as a condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Person making such request, or, if paid by the
Trustee shall be reimbursed by the Person making such request upon demand.


                                       21
<PAGE>


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

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

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

     SECTION 6.5. Notice of Rapid Amortization Events and Events of Servicing
Termination. If a Rapid Amortization Period or an Event of Servicing Termination
occurs and is continuing and if it is either known by, or written notice of the
existence thereof has been delivered to, a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder notice of such event within 90
days after such knowledge or notice occurs. Except in the case of a default in
payment of principal of or interest on any Security, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of
Securityholders; provided that the Trustee shall not withhold any such notice
with respect to the Class A-1 Certificates.

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

     SECTION 6.7. Compensation and Indemnity.

     (a) Pursuant to Section 8.7 and subject to Section 6.10 herein, the Issuer
shall, or shall cause the Servicer to, pay to the Trustee from time to time
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuer shall or
shall cause the Servicer to reimburse the Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. The Issuer shall or shall
cause the Servicer to indemnify the Trustee and its respective officers,
directors, employees and agents against any and all loss, liability or expense
(including attorneys' fees and expenses) incurred by each of them in connection
with the acceptance or the administration of this trust and the performance of
its duties hereunder. The Trustee shall notify the Issuer and the Servicer
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Issuer and the Servicer shall not relieve the


                                       22
<PAGE>


Issuer of its obligations hereunder or the Servicer of its obligations under
Article VIII of the Sale and Servicing Agreement. The Issuer shall or shall
cause the Servicer to defend the claim, the Trustee may have separate counsel
and the Issuer shall or shall cause the Servicer to pay the fees and expenses of
such counsel. Neither the Issuer nor the Servicer need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own willful misconduct, negligence or bad faith.

     (b) The Issuer's payment obligations to the Trustee pursuant to this
Section shall survive the discharge of this Pooling Agreement. Notwithstanding
anything else set forth in this Pooling Agreement or the Basic Documents, the
Trustee agrees that the obligations of the Issuer (but not the Servicer) to the
Trustee hereunder and under the Basic Documents shall be recourse to the Trust
Property only and specifically shall not be recourse to the assets of the Issuer
or any Securityholder. In addition, the Trustee agrees that its recourse to the
Issuer, the Trust Property, the Sponsor and amounts held in the Reserve Fund
shall be limited to the right to receive the distributions referred to in
Section 8.7 herein.

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

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

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

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

          (iv) the Trustee commences a voluntary case under any federal or state
     banking or bankruptcy laws, as now or hereafter constituted, or any other
     applicable federal or state bankruptcy, insolvency or other similar law, or
     consents to the appointment of or taking possession by a receiver,
     liquidator, assignee, custodian, trustee, conservator, sequestrator (or
     other similar official) for the Trustee or for any substantial part of the
     Trustee's property, or makes any assignment for the benefit of creditors or
     fails


                                       23
<PAGE>



generally to pay its debts as such debts become due or takes any corporate
action in furtherance of any of the foregoing; or

          (v) the Trustee otherwise becomes incapable of acting.

     Additionally, the Issuer shall remove the Trustee at the request of the
Controlling Party.

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

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

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

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

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

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

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

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this Pooling
Agreement any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities


                                       24
<PAGE>


so authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Pooling Agreement.

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

     (a) Notwithstanding any other provisions of this Pooling Agreement, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust may at the time be located, the Trustee, with the
consent of the Controlling Party, shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Securityholders, such title to the Trust, or any part hereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable.

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

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the 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 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 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 Trustee;

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

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

     (c) Any notice, request or other writing given to the 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 Pooling Agreement and the
conditions of this Article VI. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided



                                       25
<PAGE>


therein, subject to all the provisions of this Pooling Agreement, specifically
including every provision of this Pooling Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may at any time constitute the
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
Pooling Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, dissolve, become insolvent, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

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

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

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

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


                                       26
<PAGE>




provides that the Trustee is permitted to act only following and in accordance
with such instructions.

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

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

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

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

     (a) Due Organization. The Trustee is a New York banking corporation, duly
organized, validly existing and in good standing under the laws of the State of
New York and is duly authorized and licensed under applicable law to conduct its
business as presently conducted.

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

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

     (d) Valid and Binding Pooling Agreement. The Trustee has duly executed and
delivered this Pooling Agreement and each other Basic Document to which it is a
party, and each of this Pooling Agreement and each such other Basic Document
constitutes the legal, valid and binding obligation of the Trustee, enforceable
against the Trustee in accordance with its terms, except as (i) such
enforceability may be limited by bankruptcy, insolvency, reorganization


                                       27
<PAGE>


and similar laws relating to or affecting the enforcement of creditors' rights
generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability.

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

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

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

     SECTION 6.21. Suits for Enforcement. In case an Event of Servicing
Termination or other default by the Servicer or the Sponsor hereunder shall
occur and be continuing, the Controlling Party may proceed to protect and
enforce its rights and the rights of the Securityholders under this Pooling
Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Pooling Agreement or in aid of the execution of any power granted in this
Pooling Agreement or for the enforcement of any other legal, equitable or other
remedy, as the Controlling Party, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Controlling Party and
the Securityholders.

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

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

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

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


                                       28
<PAGE>


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

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

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

                                  ARTICLE VII

                       Securityholders' Lists and Reports

     SECTION 7.1. Issuer To Furnish To Trustee Names and Addresses of
Securityholders. The Issuer will furnish or cause to be furnished to the Trustee
(a) not more than five days after the earlier of (i) each Record Date and (ii)
three months after the last Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such Record
Date, (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished. The Trustee or, if
the Trustee is not the Security Registrar, the Issuer shall furnish to the
Insurer or the Issuer in writing upon their written request and at such other
times as the Insurer or the Issuer may request a copy of the list.

     SECTION 7.2. Preservation of Information; Communications to
Securityholders.

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

     (b) Securityholders may communicate with other Securityholders with respect
to their rights under this Pooling Agreement or under the Securities.

     (c) The Issuer, the Trustee and the Security Registrar shall have the
protection of TIAss.312(c).



                                       29
<PAGE>


     SECTION 7.3. Reports by Issuer.

     (a) The Issuer shall:

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

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

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

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

     SECTION 7.4. Reports by Trustee. If required by TIA ss. 313(a), within 60
days after each December 31, beginning with December 31, 2000, the Trustee shall
mail to each Securityholder and Freddie Mac as required by TIA ss. 313(c) a
brief report dated as of such date that complies with TIA ss. 313(a). The
Trustee also shall comply with TIA ss. 313(b).

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

                                  ARTICLE VIII

    Payments and Statements to Securityholders and Residual Securityholders;
                      Accounts, Disbursements and Releases

     SECTION 8.1. Collection of Money. Except as otherwise expressly provided
herein, the Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable by the
Trustee pursuant to this Pooling Agreement and the Sale and Servicing Agreement.
The Trustee shall apply all such money received by it as provided in this
Pooling Agreement and the Sale and Servicing Agreement. Except as otherwise


                                       30
<PAGE>


expressly provided in this Pooling Agreement or in the Sale and Servicing
Agreement, if any default occurs in the making of any payment or performance
under any agreement or instrument that is part of the Trust Property, the
Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.

     SECTION 8.2. Release of Trust Property.

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

     (b) The Trustee shall, at such time as there are no Securities outstanding
and all sums due the Trustee pursuant to Section 6.7, to Freddie Mac pursuant to
this Pooling Agreement and to the Insurer pursuant to the Insurance Agreement
have been paid, release any remaining portion of the Trust Property that secured
the Securities from the lien of this Pooling Agreement and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Accounts.
The Trustee shall release property from the lien of this Pooling Agreement
pursuant to this Section 8.2(b) only upon receipt of an Issuer Request
accompanied by an Officer's Security, an Opinion of Counsel and (if required by
the TIA) Independent Certificates in accordance with TIA ss.ss. 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

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

     SECTION 8.4. The Policy and the Guarantee.

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

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


                                       31
<PAGE>


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

     (d) Upon receipt of payments made pursuant to the Policy from the Insurer
on behalf of the related Certificateholders, the Trustee shall deposit such
payments in the Collection Account and shall distribute such payments, or the
proceeds thereof, in accordance with Section 8.7(d) hereof to the related
Certificateholders.

     (e) If the Trustee determines that it has received less than the entire
Class A-1 Deficiency Amount for which it made a claim to the Insurer pursuant to
clause (b) (the difference between the amount for which a claim was submitted
and the amount received from the Insurer being an "Insured Payment Deficiency
Amount") or there is a Relief Act Shortfall with respect to the Class A-1
Certificates it shall immediately make a claim (a "Guarantee Claim") to Freddie
Mac for payment of such amount. Freddie Mac unconditionally and irrevocably
guarantees that if it has received a Guarantee Claim it shall distribute an
aggregate amount equal to the entire claim for such Payment Date (a "Guarantee
Payment") directly to the Holders of the Class A-1 Certificates on the related
Payment Date, without first depositing such amount in the Collection Account, as
follows: (i) the portion of any such amount related to interest that is due and
unpaid to the Class A-1 Securityholders for such Payment Date shall be
distributed to the Class A-1 Securityholders on a pro rata basis based on the
Class A-1 Interest Payment Amount payable on such Securities with respect to
such Payment Date; and (ii) the portion of any such amount related to principal
that is due and unpaid to the Class A-1 Securityholders for such Payment Date
shall be distributed to the Class A-1 Securityholders on a pro rata basis based
on the Class A-1 Principal Payment Amount payable on such Securities with
respect to such Payment Date.

     (f) The Trustee shall (i) receive payments made pursuant to the Policy as
attorney-in-fact of each related Securityholder receiving any Insured Payment
from the Insurer, and (ii) disburse such Insured Payment to the related
Securityholders as set forth in Section 8.7(d) hereof. The Insurer shall be
entitled to receive the applicable Class A-1 Reimbursement Amount and the Class
A-2 Reimbursement Amount and Freddie Mac shall be entitled to receive the
applicable Class A-1 Reimbursement Amount pursuant to Section 8.7(d)(vii) hereof
with respect to each Insured Payment or Guarantee Payment made by the Insurer or
Freddie Mac, as applicable. The Trustee hereby agrees on behalf of each
Securityholder and the Trust for the benefit of the Insurer or Freddie Mac, as
applicable, that it recognizes that to the extent the Insurer or Freddie Mac, as
applicable, makes payments made pursuant to the Policy or Guarantee, either
directly or indirectly (as by paying through the Trustee), to the related
Securityholders, the Insurer or Freddie Mac, as applicable, will be subrogated
to the related Securityholders and will be entitled to receive such related
Reimbursement Amount.

     (g) On any Payment Date that Freddie Mac makes a Guarantee Payment pursuant
to clause (e), Freddie Mac will be entitled to receive that pro rata portion of
the Premium that would otherwise be payable to the Insurer for the related
Payment Date in the ratio of (x) the amount of the Guarantee Payment paid by
Freddie Mac to (y) the Class A-1 Deficiency


                                       32
<PAGE>


Amount for the related Payment Date. Any amounts paid to Freddie Mac pursuant to
this clause (g) will be deemed for all purposes to have been paid to the
Insurer.

     (h) If an Insurer Default shall have occurred and be continuing, Freddie
Mac shall succeed to all rights and responsibilities of the Insurer under the
Insurance Agreement

     SECTION 8.5. Payments under the GreenPoint Bank Demand Note. On each
Payment Date, the Trustee shall demand payment from GreenPoint Bank under the
Demand Note of the amount payable thereunder and deposit such amount into the
Collection Account. Such amounts shall be distributed in accordance with Section
8.7 hereof.

     SECTION 8.6. Reserve Fund.

     (a) On each Payment Date the Trustee shall deposit to the Reserve Fund the
amounts, if any, described in Section 8.7(d)(x) hereof.

     (b)(i) If, on any Payment Date, and after taking into account the
application of the Pool I Available Funds plus any Crossover Amount payable from
Pool II (but not the proceeds of any Insured Payment or Guarantee Payment) to
the items listed in clauses (i) through (ix) of Section 8.7(d) hereof with
respect to Pool I on such Payment Date (x) the full amount of the Class A-1
Interest Payment Amount (excluding any Relief Act Shortfalls) has not been paid;
(y) on and following the Insured Undercollateralization Payment Date, a Pool I
Overcollateralization Deficit would result; and/or (z) a Class A-1 Reimbursement
Amount exists (the sum of such deficiencies the "Pool I Deficiency Amount"), the
Trustee shall withdraw from the Reserve Fund and deposit in the Collection
Account an amount with respect to the Class A-1 Certificates equal to the lesser
of (x) the product of (a) the amount then on deposit in the Reserve Fund and (b)
a fraction, the numerator of which is the Pool I Deficiency Amount and the
denominator of which is the sum of (i) the Pool I Deficiency Amount and (ii) the
Pool II Deficiency Amount and (y) the Pool I Deficiency Amount.

     (ii) If, on any Payment Date, and after taking into account, the
application of the Pool II Available Funds plus any Crossover Amount payable
from Pool I (but not the proceeds of any Insured Payment) to the items listed in
clauses (i) through (ix) of Section 8.7 (d) hereof with respect to Pool II on
such Payment Date (x) the full amount of the Class A-2 Interest Payment Amount
(excluding any Relief Act Shortfalls) has not been paid, (y) on and following
the Insured Undercollateralization Payment Date, a Pool II Overcollateralization
Deficit would result; and/or (z) a Class A-2 Reimbursement Amount exists (the
sum of such deficiencies the "Pool II Deficiency Amount"), the Trustee shall
withdraw from the Reserve Fund and deposit in the Collection Account an amount
with respect to the Class A-2 Notes equal to the lesser of (x) the product of
(a) the amount then on deposit in the Reserve Fund and (b) a fraction, the
numerator of which is the Pool II Deficiency Amount and the denominator of which
is the sum of (i) the Pool II Deficiency Amount and (ii) the Pool I Deficiency
Amount and (y) the Pool II Deficiency Amount.

     (c)(i) If, on any Payment Date, (A) the sum of (i) the Pool I
Overcollateralization Amount plus (ii) the Pool II Overcollateralization Amount
plus (iii) the amount on deposit in the Reserve Fund minus (iv) any Pool I
Overcollateralization Deficit minus (v) any Pool II


                                       33
<PAGE>


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

     SECTION 8.7. Priority of Distributions.

     (a) The Trustee shall deposit to the Collection Account, with respect to
Pool I, without duplication, upon receipt, (i) any payments related to the Class
A-1 Certificates made pursuant to the Policy, the Guarantee or the Demand Note
and (ii) the proceeds of any liquidation of the assets of the Trust, (iii)
Interest Collections and Principal Collections remitted by the Servicer,
together with any Substitution Amounts, and any Loan Purchase Price amounts
received by the Trustee relating to such Pool, and (iv) the amount, if any, to
be transferred on such Payment Date from the Reserve Fund pursuant to Section
8.6(b)(i) hereof.

     (b) The Trustee shall deposit to the Collection Account, with respect to
Pool II, without duplication, upon receipt, (i) any payments related to the
Class A-2 Notes made pursuant to the Policy or the Demand Note and (ii) the
proceeds of any liquidation of the assets of the Trust, (iii) Interest
Collections and Principal Collections remitted by the Servicer, together with
any Substitution Amounts, and any Loan Purchase Price Amounts received by the
Trustee relating to such Pool, and (iv) the amount, if any, to be transferred on
such Payment Date from the Reserve Fund pursuant to Section 8.6(b)(ii) hereof.

     (c) [Intentionally Omitted].

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

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

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

          (iii) from amounts then on deposit in the Collection Account with
     respect to Pool I, the Guarantee Fee Amount payable to Freddie Mac under
     the Guarantee for such Payment Date;

          (iv) (x) from amounts then on deposit therein with respect to Pool I,
     to the Class A-1 Securityholders, the Class A-1 Interest Payment Amount for
     such Payment


                                       34
<PAGE>


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

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

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

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

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

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

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

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


                                       35
<PAGE>


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

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

          (xiv) to the Residual Certificateholders, any amounts remaining on
     deposit in the Collection Account or any amounts available to be released
     from the Reserve Fund pursuant to Section 8.6(c) hereof.

     SECTION 8.8. Statements to Securityholders. The Trustee will (i) transmit
electronically and via fax on each Determination Date to the Servicer, the Class
A-1 Securityholders, the Insurer and Freddie Mac a statement setting forth among
other items with respect to the Class A-1 Certificates and (ii) distribute on
each Payment Date concurrently with each distribution to the Class A-2
Securityholders to the Servicer, the Class A-2 Securityholders, the Insurer and
Freddie Mac a statement setting forth among other items with respect to the
Class A-2 Notes:

          (i) the amount being distributed to each Class of Securities;

          (ii) the amount of interest included in such distribution and the
     related security rate;

          (iii) the amount, if any, of overdue accrued interest included in such
     distribution (and the amount of interest thereon);

          (iv) the amount, if any, of the remaining overdue accrued interest
     after giving effect to such distribution;

          (v) the amount, if any, of principal included in such distribution;

          (vi) the Servicing Fee for such Payment Date;

          (vii) the related principal balance, after giving effect to such
     distribution;

          (viii) the related initial Pool Balance and the related Pool Balance
     as of the end of the preceding Collection Period;

          (ix) by Pool and in the aggregate, the number and aggregate Principal
     Balance of Mortgage Loans that were (A) delinquent (exclusive of Mortgage
     Loans in bankruptcy or foreclosure or properties acquired by the Trust by
     deed in lieu of foreclosure) (1) 30 to 59 days, (2) 60 to 89 days, (3) 90
     to 119 days, (4) 120 to 149 days,


                                       36
<PAGE>


     (5) 150 to 179 days and (6) 180 or more days, (B) in foreclosure, (C) in
     bankruptcy and (D) properties acquired by the Trust by deed in lieu of
     foreclosure;

          (x) cumulative losses as a percentage of original Pool Balance and
     current Pool Balance;

          (xi) the six-month rolling average of Mortgage Loans that are 60 days
     or more delinquent;

          (xii) the book value of any real estate which is acquired by the Trust
     through foreclosure or grant of deed in lieu of foreclosure;

          (xiii) the amount of any draws on (a) the Policy and (b) the Demand
     Note;

          (xiv) the amount, if any, on deposit in the Reserve Fund and the
     amount, if any, transferred from the Reserve Fund in respect of such
     Payment Date; and

          (xv) whether an Event of Servicing Termination or an Insurer Default
     has occurred.

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

     Each report provided to Freddie Mac pursuant to this Section 8.8 shall
additionally report: (i) the total amount of funds received as Guarantee
Payments for such Payment Date, separately stating the portions used to pay
principal and interest components of the Class A-1 Deficiency Amount; (ii) the
cumulative Guarantee Payments made by Freddie Mac through such Payment Date; and
(iii) other information as Freddie Mac may reasonably request from time to time.

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

     SECTION 8.9. Rights of Securityholders and Residual Certificateholders. The
Class A-1 Certificates shall represent beneficial interests in the Trust and the
Class A-2 Notes shall represent obligations of the Trust, each representing
interests in or secured by the Trust Property, including the Collection Account
and the right to receive Interest Collections, Principal Collections, if any,
and other amounts at the times and in the amounts specified in this Pooling
Agreement; the Residual Certificates shall represent a beneficial interest in
the Trust (other than the Reserve Fund and the Policy and other than that
interest held by the Class A-1 Securityholders).


                                       37
<PAGE>


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

                                   ARTICLE IX

                         Supplemental Pooling Agreements

     SECTION 9.1. Supplemental Pooling Agreements Without Consent of
Securityholders.

     (a) Without the consent of the Holders of any Securities but with the
consent of the Controlling Party, as evidenced to the Trustee, the parties
hereto, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more Pooling Agreements supplemental hereto (which shall
conform to the provisions of the TIA as in force at the date of the execution
thereof), in form satisfactory to the Trustee, for any of the following
purposes:

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

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

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

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

          (v) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental Pooling Agreement which may be inconsistent
     with any other provision herein or in any supplemental Pooling Agreement or
     to make any other provisions with respect to matters or questions arising
     under this Pooling Agreement or in


                                       38
<PAGE>



     any supplemental Pooling Agreement; provided that such action shall not
     adversely affect the interests of the Holders of the Securities; or

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

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

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

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

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

          (i) change the date of payment of any installment of principal of or
     interest on any Security, or reduce the principal amount thereof, the
     interest rate thereon or the Redemption Price with respect thereto, change
     the provision of this Pooling Agreement relating to the application of
     collections on, or the proceeds of the sale of, the Trust Property to
     payment of principal of or interest on the Securities, or change any


                                       39
<PAGE>


     place of payment where, or the coin or currency in which, any Security or
     the interest thereon is payable;

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

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

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

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

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

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

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

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

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


                                       40
<PAGE>


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

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

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

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

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

                                   ARTICLE X

                            Redemption of Securities

     SECTION 10.1. Redemption. The Securities are subject to redemption in
whole, but not in part, at the direction of the Sponsor pursuant to Section
7.01(b) of the Sale and


                                       41
<PAGE>


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

     SECTION 10.2. Surrender of Securities.

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

     (b) Upon presentation and surrender of the Securities, the Trustee shall
cause to be distributed to the Holders of Securities on the Payment Date for
such final distribution, in proportion to the Percentage Interests of their
respective Securities and to the extent that funds are available for such
purpose, an amount equal to (i) if such final distribution is not being made
pursuant to the transfer to the Sponsor pursuant to Section 7.01(a)(B)(i) of the
Sale and Servicing Agreement, the amount required to be distributed to
Securityholders pursuant to Section 5.01 of the Sale and Servicing Agreement for
such Payment Date and (ii) if such final distribution is being made pursuant to
such retransfer, the amount specified in Section 7.01(a)(B)(i) of the Sale
Servicing Agreement. The distribution on such final Payment Date pursuant to a
retransfer pursuant to Section 7.01(a)(B)(i) of the Sale and Servicing Agreement
shall be in lieu of the distribution otherwise required to be made on such
Payment Date in respect of the Securities. On the final Payment Date prior to
having made the distributions called for above, the Trustee


                                       42
<PAGE>


shall, based upon the information set forth in the Servicing Security for such
Payment Date, withdraw from the Collection Account and remit pro rata (A) to the
Insurer the lesser of (x) the amount available for distribution on such final
Payment Date, net of any portion thereof necessary to pay the amounts described
in clauses (i) and (ii) above and (y) the unpaid amounts due and owing to the
Insurer for unpaid premiums and unreimbursed draws on the Policy and all other
amounts due and owing to the Insurer pursuant to the Insurance Agreement,
together with interest thereon as provided under the Insurance Agreement and (B)
to Freddie Mac the unpaid amounts due and owing to Freddie Mac for unreimbursed
Guarantee Payments and all other amounts due and owing to Freddie Mac pursuant
to the Guarantee, together with interest thereon at the Late Payment Rate (as
defined in the Policy).

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

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

     All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

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

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

     Notice of redemption of the Securities shall be given by the Trustee in the
name and at the expense of the Issuer. Failure to give notice of redemption, or
any defect therein, to


                                       43
<PAGE>


any Holder of any Security shall not impair or affect the validity of the
redemption of any other Security.

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


                                   ARTICLE XI

                                  Miscellaneous

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

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

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

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

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

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

     SECTION 11.2. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person,


                                       44
<PAGE>


it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.

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

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

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

     SECTION 11.3. Acts of Securityholders.

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


                                       45
<PAGE>


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

     (c) The ownership of Securities shall be proved by the Security Register.

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

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

     (a) The Trustee by any Securityholder or by the Issuer shall be sufficient
for every purpose hereunder if personally delivered, delivered by overnight
courier or mailed first-class and shall be deemed to have been duly given upon
receipt to the Trustee at its Corporate Trust Office and any notice delivered by
facsimile shall be addressed to the Corporate Trust Office, telecopy number
(712) 247-6009, or

     (b) The Issuer by the Trustee or by any Securityholder shall be sufficient
for every purpose hereunder if personally delivered, delivered by facsimile or
overnight courier or mailed first class, and shall deemed to have been duly
given upon receipt to the Issuer addressed to: GreenPoint Home Equity Loan Trust
2000-1, in care of Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, DE 19890-0001 Attention: Corporate Trust
Administration, or at any other address previously furnished in writing to the
Trustee by Issuer. The Issuer shall promptly transmit any notice received by it
from the Securityholders to the Trustee.

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

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

     (d) Freddie Mac by the Issuer or the Trustee shall be sufficient for any
purpose hereunder if in writing and mailed by first class mail personally
delivered or telecopied to the recipient as follows:


                                       46
<PAGE>




     To Freddie Mac:             Federal Home Loan Mortgage Corporation
                                 8200 Jones Branch Dr.
                                 McLean, Virginia 22102
                                 Attn:  Vice-President, Structured Finance
                                 Fax:  (703) 903-3029

     Notices required to be given to the Rating Agencies by the Issuer, the
Trustee or the Owner Trustee shall be in writing, personally delivered,
delivered by overnight courier or first class or via facsimile to (i) in the
case of Moody's, at the following address: Moody's Investors Service, Inc., 99
Church Street, New York, New York 10004, Fax No: (212) 533-0355 and (ii) in the
case of S&P, at the following address: Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
Attention: Asset Backed Surveillance Department, Fax No: (212) 438-2661; or as
to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

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

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

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

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

     SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Pooling Agreement or any of the Securities to the contrary,
the Issuer may enter into any agreement with any Holder of a Security providing
for a method of payment, or notice by the Trustee or any Security Paying Agent
to such Holder, that is different from the methods provided for in this Pooling
Agreement for such payments or notices, provided that such methods are
reasonable and consented to by the Trustee (which consent shall not be


                                       47
<PAGE>


unreasonably withheld). The Issuer will furnish to the Trustee a copy of each
such agreement and the Trustee will cause payments to be made and notices to be
given in accordance with such agreements.

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

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

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

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

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

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

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

     SECTION 11.13. GOVERNING LAW. THIS 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


                                       48
<PAGE>


OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

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

     SECTION 11.15. Recording of Pooling Agreement. If this Pooling Agreement is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Trust or any other counsel reasonably
acceptable to the Trustee and the Controlling Party) to the effect that such
recording is necessary either for the protection of the Securityholders or any
other person secured hereunder or for the enforcement of any right or remedy
granted to the Trustee under this Pooling Agreement.

     SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Sponsor, the
Servicer, the Owner Trustee or the Trustee on the Securities or under this
Pooling Agreement or any Security or other writing delivered in connection
herewith or 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 partner, owner, beneficiary, agent, officer,
director, employee or agent 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. For all purposes of this
Pooling Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.

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

     SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Trustee, of the Insurer or of
Freddie Mac, during the Issuer's normal business hours, to examine all the books
of account, records, reports, and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and independent certified public
accountants, all


                                       49
<PAGE>


at such reasonable times and as often as may be reasonably requested. The
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Trustee may reasonably determine that such disclosure is
consistent with its Obligations hereunder.

     SECTION 11.19. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Pooling Agreement is executed and
delivered by Wilmington Trust Company, not individually or personally but solely
as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the
powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
for binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties to this Pooling
Agreement and by any person claiming by, through or under them and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaking by the Issuer under this Pooling Agreement or any related
documents.

                                  ARTICLE XII

                            Rapid Amortization Events

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

     (a) failure on the part of the Issuer, the Sponsor or the Servicer, as the
case may be, (i) to make any payment or deposit required by the terms of this
Pooling Agreement, the Sale and Servicing Agreement or the Insurance Agreement,
within two Business Days after notification that such payment or deposit is
required to be made, or (ii) to observe or perform in any material respect the
covenants or agreements of the Issuer, the Sponsor or the Servicer, as the case
may be, set forth in the Sale and Servicing Agreement or the Insurance Agreement
or this Pooling Agreement, as the case may be, which failure, in each case,
materially and adversely affects the interests of the Securityholders, the
Insurer or Freddie Mac (with respect to the Class A-1 Certificates) and which,
in the case of clause (ii), continues unremedied and continues to affect
materially and adversely the interests of the Securityholders, the Insurer or
Freddie Mac (with respect to the Class A-1 Certificates) for a period of 60 days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Issuer, the Sponsor or the Servicer, as
the case may be, by the Trustee, or to the Issuer, the Sponsor or the Servicer,
as the case may be, and the Trustee by the Insurer or Freddie Mac (with respect
to the Class A-1 Certificates) or Holders of Securities evidencing more than 50%
of the Outstanding Amount;



                                       50
<PAGE>


     (b) any representation or warranty made by the Issuer, the Sponsor or the
Servicer, as the case may be, in this Pooling Agreement, the Sale and Servicing
Agreement or the Insurance Agreement shall prove to have been incorrect in any
material respect when made, as a result of which the interests of the
Securityholders, the Insurer or Freddie Mac (with respect to the Class A-1
Certificates) are materially and adversely affected and which continues to be
incorrect in any material respect and continues to affect materially and
adversely the interests of the Securityholders, the Insurer or Freddie Mac (with
respect to the Class A-1 Certificates) for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Issuer, the Sponsor or the Servicer, as the case may be,
by the Trustee, or to the Issuer, the Sponsor or the Servicer, as the case may
be, and the Trustee by either the Insurer, Freddie Mac (with respect to the
Class A-1 Certificates) or the Holders of Securities evidencing more than 50% of
the Outstanding Amount; provided, however, that with respect to any such
representation or warranty made with respect to the related Mortgage Loans, a
Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed
to have occurred hereunder if the Servicer or the Sponsor has accepted
retransfer of such related Mortgage Loan or related Mortgage Loans during such
period (or such longer period not to exceed an additional 60 days as the Trustee
may specify with the consent of the Insurer and Freddie Mac (with respect to the
Class A-1 Certificates)) in accordance with the provisions hereof;

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

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

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

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


                                       51
<PAGE>


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

     In the case of any event described above in clauses (a) through (e) above,
a Rapid Amortization Event with respect to a Class of Securities will be deemed
to have occurred only if, after the applicable grace period, if any, described
herein or in the Sale and Servicing Agreement either (i) the Trustee or Holders
holding Securities evidencing more than 50% of the Outstanding Amount of such
Class of Securities, with the prior written consent of the Controlling Party or
(ii) the Controlling Party by written notice to the Issuer, the Insurer, Freddie
Mac, the Sponsor, and the Servicer (and to the Trustee, if given by the Holders
or the Insurer) declare that a Rapid Amortization Event has occurred with
respect to such Class as of the date of such notice, or in the case of any event
described in clause (f), the Trustee or Holders holding Securities evidencing
more than 50% of the Outstanding Amount of such Class of Securities by such
written notice declare that a Rapid Amortization Event has occurred with respect
to such Class as of the date of such notice. Following the occurrence of a Rapid
Amortization Event described in clauses (a) through (e) the Controlling Party
shall have the right to direct the Trustee to sell the related Pool of Mortgage
Loans. Following the occurrence of a Rapid Amortization Event described in
clause (f), the Holders holding Securities evidencing more than 50% of the
Outstanding Amount of such Class of Securities shall have the right to so direct
the Trustee. If the Controlling Party has directed such sale, the Policy or the
Guarantee, as applicable, will cover any amounts by which such remaining net
proceeds are insufficient to pay the related Security Principal Balance of such
Class of Securities, together with all accrued and unpaid interest thereon.

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


                                       52
<PAGE>


proceeds are insufficient to pay the related Security Principal Balance,
together with all accrued and unpaid interest due thereon, in full.




                                       53
<PAGE>



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

                 GREENPOINT HOME EQUITY LOAN TRUST 2000-1

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


                 By:  /s/ Anita Dallago
                      ----------------------------------------------------------
                 Name:  Anita Dallago
                 Title: Financial Services Officer



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


                 By:  /s/ Barbara J. Campbell
                      ----------------------------------------------------------
                 Name:  Barbara J. Campbell
                 Title: Assistant Secretary


                 FEDERAL HOME LOAN MORTGAGE CORPORATION



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




Acknowledged and Agreed:

GREENPOINT MORTGAGE SECURITIES INC.


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


<PAGE>


                                                                  EXECUTION COPY

                             ANNEX A - DEFINED TERMS

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

     Account: The Collection Account and the Reserve Fund.

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

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

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

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

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

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

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


<PAGE>


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

     Basic Documents: The Pooling Agreement, the Securities, the Residual
Certificate, the Certificate of Trust, the Trust Agreement, the Sale and
Servicing Agreement, the Purchase Agreement, the Indemnification Agreement, the
Management Agreement, the Insurance Agreement, the Demand Note and the Policy.

     BBA: The British Bankers' Association.

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

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

     Book-Entry Securities: A beneficial interest in the Securities, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 3.8 of the Trust Agreement.

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

     Capitalized Interest Shortfall: Has the meaning specified in the Demand
Note.

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

     Certificate Purchase Agreement: The Certificate Purchase Agreement, dated
as of June 29, 2000, by and among the Servicer, the Sponsor, and Freddie Mac
concerning the sale to Freddie Mac of the Class A-1 Certificates.

     Class: Each respective class of Securities.

     Class A-1 Certificate: Any Certificate designated as a "Class A-1 Home
Equity Loan Asset-Backed Certificate" on the face thereof in substantially the
form of Exhibit A to the Trust Agreement.

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


                                       2
<PAGE>



     Class A-1 Certificate Rate: (A) For the first Interest Accrual Period,
6.80375%, and (B) for for any Interest Accrual Period, the lesser of the Class
A-1 Formula Certificate Rate and the Class A-1 Maximum Rate.

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

     Class A-1 Deficiency Amount: With respect to any Payment Date, the excess,
if any, of the Required Payments related to the Class A-1 Certificates over the
Net Available Distribution Amount related to the Class A-1 Certificates for such
Payment Date.

     Class A-1 Formula Certificate Rate: For any Interest Accrual Period, the
lesser of (i)(x) with respect to any Payment Date which occurs on or prior to
the Class A-1 Optional Redemption Date, LIBOR plus 0.13% per annum and (y) for
any Payment Date thereafter, LIBOR plus 0.26% per annum and (ii) 15.50%.

     Class A-1 Interest Payment Amount: With respect to any Payment Date, the
product of (x) the Class A-1 Certificate Rate applicable to such Payment Date,
(y) the Class A-1 Certificate Principal Balance immediately prior to such
Payment Date and (z) a fraction, the numerator of which is the actual number of
days in the related Interest Accrual Period and the denominator of which is 360.

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

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

     Class A-1 Securityholder: Any Holder of a Class A-1 Certificate.

     Class A-1 Optional Redemption Date: The date on which the Sponsor is first
able to exercise its right of optional redemption of the Class A-1 Certificates
pursuant to Section 10.1 of the Pooling Agreement or Section 7.01 of the Sale
and Servicing Agreement.

     Class A-1 Principal Payment Amount: On any Payment Date, the excess of (x)
the Class A-1 Maximum Principal Payment over (y) the Pool I
Overcollateralization Reduction Amount.

     Class A-1 Reimbursement Amount: As of any Payment Date, the sum of (w)(i)
all related payments made pursuant to the Policy by the Insurer and in each case
not previously repaid to the Insurer pursuant to Section 8.7(d)(vii) of the
Pooling Agreement, plus (ii) interest accrued on each such payment made pursuant
to the Policy not previously repaid calculated at



                                       3
<PAGE>


the Late Payment Rate from the date the Trustee received the related Insured
Payments, (x)(i) any other amounts then due and owing to the Insurer under the
Insurance Agreement, plus (ii) interest on such amounts at the Late Payment
Rate, (y)(i) all related payments made pursuant to the Guarantee by Freddie Mac
and in each case not previously repaid to Freddie Mac pursuant to Section
8.7(d)(vii) of the Pooling Agreement, plus (ii) interest accrued on each such
payment made pursuant to the Guarantee not previously repaid calculated at the
Late Payment Rate from the date Freddie Mac made the related payment and (z)(i)
other amounts then due and owing to Freddie Mac under the Guarantee, plus (ii)
interest on such amounts at the Late Payment Rate.

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

     Class A-2 Deficiency Amount: With respect to any Payment Date, the excess,
if any, of the Required Payments related to the Class A-2 Notes over the Net
Available Distribution Amount related to the Class A-2 Notes for such Payment
Date.

     Class A-2 Formula Note Rate: For any Interest Accrual Period, the lesser of
(i)(x) with respect to any Payment Date which occurs on or prior to the Class
A-2 Optional Redemption Date, LIBOR plus 0.25% per annum and (y) for any Payment
Date thereafter, LIBOR plus 0.50% per annum and (ii) 15.50%.

     Class A-2 Interest Payment Amount: With respect to any Payment Date, the
product of (x) the Class A-2 Note Rate applicable to such Payment Date, (y) the
Class A-2 Note Principal Balance immediately prior to such Payment Date and (z)
a fraction, the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is 360.

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

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

     Class A-2 Note: Any note designated as a "Class A-2 Home Equity Loan
Asset-Backed Note" on the face thereof in substantially the form of Exhibit A to
the Pooling Agreement.

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


                                       4
<PAGE>


     Class A-2 Note Rate: (A) For the first Interest Accrual Period, 6.92375%,
and (B) for any Interest Accrual Period threreafter, the lesser of the Class A-2
Formula Note Rate and the Class A-2 Maximum Rate.

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

     Class A-2 Optional Redemption Date: The date on which the Sponsor is first
able to exercise its right of optional redemption of the Class A-2 Notes
pursuant to Section 10.1 of the Pooling Agreement or Section 7.01 of the Sale
and Servicing Agreement.

     Class A-2 Principal Payment Amount: On any Payment Date, the excess of (x)
the Class A-2 Maximum Principal Payment over (y) the Pool II
Overcollateralization Reduction Amount.

     Class A-2 Reimbursement Amount: As of any Payment Date, the sum of (x)(i)
all related payments made pursuant to the Policy by the Insurer and in each case
not previously repaid to the Insurer pursuant to Section 8.7(d)(vii) of the
Pooling Agreement, plus (ii) interest accrued on each such payment made pursuant
to the Policy not previously repaid calculated at the Late Payment Rate from the
date the Trustee received the related Insured Payments and (y)(i) any other
amounts then due and owing to the Insurer under the Insurance Agreement, plus
(ii) interest on such amounts at the Late Payment Rate.

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

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

     Closed-End Mortgage Loans: With respect to Pool I and Pool II, Mortgage
Loans consisting solely of fixed-rate closed-end second lien mortgage loans
under the Mortgage Notes.

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

     Closing Date: June 29, 2000.

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

     Collateral: As defined in the Granting Clause of the Pooling Agreement.

     Collection Account: That account designated as the "Collection Account" and
established pursuant to Section 8.3 of the Pooling Agreement.

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


                                       5
<PAGE>


     Combined Loan-to-Value Ratio: (i) With respect to any HELOC Mortgage Loan
as of any date, the percentage equivalent of a fraction, the numerator of which
is the sum of (A) the Credit Limit and (B) the outstanding principal balance as
of the date of execution of the related Credit Line Agreement (or as of any
subsequent date, if any, as of which such outstanding principal balance may be
determined in connection with an increase in the Credit Limit for such HELOC
Mortgage Loan) of any mortgage loan or mortgage loans that are senior in
priority to the HELOC Mortgage Loan and which is secured by the same Mortgaged
Property and the denominator of which is the lesser of (C) the Appraised Value
of the related Mortgaged Property as set forth in the Mortgage File on such date
of execution or on such subsequent date, if any, or (D) in the case of a
Mortgaged Property purchased within one year of such date of execution, the
purchase price thereof and (ii) with respect to any Closed-End Mortgage Loan as
of any date, the percentage equivalent of a fraction, the numerator of which is
the sum of (A) the original principal balance of the Closed-End Mortgage Loan
and (B) any outstanding principal balances of mortgage loans senior to such
Closed-End Mortgage Loan (calculated at the date of origination of the
Closed-End Mortgage Loan) and the denominator of which is the lesser of (C) the
Appraised Value of the related Mortgaged Property as set forth in the Mortgage
Files at such date or origination and (D) in the case of a Mortgaged Property
purchased within one year of the origination of the related Closed-End Mortgage
Loan, the purchase price of such Mortgaged Property.

     Company: GreenPoint Mortgage Funding, Inc.

     Controlling Party: (A) The Insurer, so long as no Insurer Default shall
have occurred and be continuing, (B) Freddie Mac (with respect to the Class A-1
Certificates unless Freddie Mac has defaulted on its Guarantee) for so long as
an Insurer Default shall have occurred, and (C) the Trustee (with respect to the
Class A-2 Notes and with respect to the Class A-1 Certificates if Freddie Mac
has defaulted on its Guarantee) for so long as an Insurer Default shall have
occurred.

     Corporate Trust Office: With respect to (i) the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at date of the
execution of the Pooling Agreement is located at 1761 East St. Andrews Place,
Santa Ana, California 92705, Attention: Corporate Trust (for the purposes of
Section 3.2 of the Pooling Agreement, such office is located at 123 Washington
Street, New York, New York 10006 and (ii) with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration, or at such other address as the Owner Trustee
may designate by notice to the Securityholders and the Sponsor, or the principal
corporate trust office of any successor Owner Trustee (the address of which the
successor owner trustee will notify the Securityholders and the Sponsor).

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

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


                                       6
<PAGE>


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

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

     Crossover Amount: As defined in Section 8.7(d)(ix) of the Pooling
Agreement.

     Cut-Off Date: For any Mortgage Loan, the close of business on May 31, 2000.

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

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

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

     Deferred Interest : The Class A-1 Deferred Interest and/or the Class A-2
Deferred Interest, as applicable.

     Deficiency Amount: The Class A-1 Deficiency Amount and/or the Class A-2
Deficiency Amount, as applicable.

     Definitive Securities: As defined in Section 3.10 of the Trust Agreement.

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

     Demand Note: The demand note issued by GreenPoint Bank, a New York State
chartered savings bank, to the Insurer on June 29, 2000.

     Depository: The initial Depository shall be The Depository Trust Company,
the nominee of which is Cede & Co., as the registered Holder of Class A-2 Notes
evidencing $108,598,000 in initial aggregate principal amount of the Class A-2
Notes. The Depository shall at all times be a "clearing corporation" as defined
in Section 8-102(5) of the UCC of the State of New York.


                                       7
<PAGE>


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

     Designated Telerate Page: The Dow Jones Telerate Service page 3750, or such
other page as may replace page 3750 on that service or such other service as may
be nominated by the BBA as the information vendor for the purpose of displaying
the BBA's "Interest Settlement Rates" for deposits in U.S. dollars.

     Determination Date: With respect to any Payment Date, the fourth Business
Day prior to such Payment Date or such earlier day as shall be designated by the
Insurer, Freddie Mac and the Trustee.

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

     Draw Period: With respect to any HELOC Mortgage Loan, the period of time
specified in the related Credit Line Agreement whereby a Mortgagor may make a
Draw under the related Credit Line Agreement, not to exceed five or fifteen
years (as applicable) unless extended pursuant to such Credit Line Agreement and
the Sale and Servicing Agreement, such extension to be limited by the provisions
set forth in Section 2.04 of the Sale and Servicing Agreement.

     Eligible Account: A segregated account that is (i) maintained with a
depository institution whose short-term debt obligations at the time of any
deposit therein have the highest short-term debt rating by the Rating Agencies,
(ii) one or more accounts maintained with a depository institution whose
long-term unsecured debt rating by the Rating Agencies is at least A+ and whose
accounts are fully insured by either the Savings Association Insurance Fund or
the Bank Insurance Fund of the Federal Deposit Insurance Corporation established
by such fund, (iii) a segregated trust account maintained with the Trustee in
its fiduciary capacity or (iv) otherwise acceptable to each Rating Agency and
the Controlling Party as evidenced by a letter from each Rating Agency and the
Controlling Party to the Trustee, without reduction or withdrawal of their then
current ratings of the Class A Securities without regard to the Policy or
Guarantee.

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

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

          (ii) repurchase agreements on obligations specified in clause (i)
     maturing not more than three months from the date of acquisition thereof,
     provided that the short-term unsecured debt obligations of the party
     agreeing to repurchase such



                                       8
<PAGE>




     obligations are at the time rated by each Rating Agency in its highest
     short-term rating category (which is A-1+ for Standard & Poor's and P-1 for
     Moody's);

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

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

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

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

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

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


                                       9
<PAGE>


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

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

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

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

     Excess Cashflow: With respect to each Pool and any Payment Date, the
related Available Funds with respect to such Pool for such Payment Date which
remain on deposit in the Collection Account after taking into account the
distributions listed in clauses (i) through (vii) of Section 8.7(d) of the
Pooling Agreement with respect to such Pool and such Payment Date.

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

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

     Final Scheduled Payment Date: For the Class A-1 Certificates, the Payment
Date in January 2027 and for the Class A-2 Notes, the Payment Date in June 2026,
in each case whereby the related Securityholders shall be entitled to receive a
payment of principal in an amount equal to the respective outstanding Security
Principal Balance.

     Foreclosure Profit: With respect to a Liquidated Mortgage Loan, the amount,
if any, by which (i) the aggregate of its Net Liquidation Proceeds exceeds (ii)
the related Principal


                                       10
<PAGE>


Balance (plus accrued and unpaid interest thereon at the applicable Loan Rate
from the date interest was last paid through the last day in the related
Collection Period) of such Liquidated Mortgage Loan immediately prior to the
final recovery of its Liquidation Proceeds.

     Freddie Mac: Federal Home Loan Mortgage Corporation.

     GAAP: Generally accepted accounting principles, consistently applied.

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

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

     Guarantee: The guarantee of Freddie Mac contained in Section 8.4(e) of the
Pooling Agreement.

     Guarantee Claim: As defined in Section 8.4(e) of the Pooling Agreement.

     Guarantee Fee Amount: With respect to the Class A-1 Certificates, the
product of (x) 1/12, (y) the Guarantee Fee Percentage and (z) the Class A-1
Certificate Principal Balance as of the related Payment Date (prior to the
payment of any amounts on such Payment Date).

     Guarantee Fee Percentage: As described in a letter agreement, dated as of
June 29, 2000, by and among Freddie Mac, the Sponsor and the Trustee.

     Guarantee Payment: As defined in Section 8.4(e) of the Pooling Agreement.

     HELOC Mortgage Loans: With respect to Pool I and Pool II, Mortgage Loans
consisting solely of adjustable-rate home equity revolving credit line loans
under the Credit Line Agreements.

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


                                       11
<PAGE>


     Holder or Securityholder: The Person in whose name a Security is registered
on the Security Register.

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

     Indemnification Agreement: The Indemnification Agreement, dated as of June
15, 2000, by and among the Insurer and the Greenwich Capital Markets, Inc., as
underwriter.

     Independent: When used with respect to any specified Person, that the
Person (a) is in fact independent of the Issuer, any other obligor upon the
Securities, the Sponsor and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Sponsor or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Sponsor or any Affiliate of any of the foregoing Persons as
an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions.

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

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

     Initial Pool I Balance: $242,354,576.15.

     Initial Pool II Balance: $107,790,278.12.

     Insurance Agreement: The Insurance and Indemnity Agreement, dated as of
June 29, 2000, by and among the Insurer, the Servicer, the Sponsor and the
Trustee.


                                       12
<PAGE>


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

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

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

     Insured Payment Deficiency Amount: As defined in Section 8.4(e) of the
Pooling Agreement.

     Insured Undercollateralization Payment Date: With respect to each Class and
the related Pool, the earliest of (i) the eighth Payment Date, (ii) the first
Payment Date on which the related Pool Balance exceeds the related Security
Principal Balance (after taking into account reductions to such Class pursuant
to Sections 8.7(d)(v), (vi), and (viii) of the Pooling Agreement on such Payment
Date) and (iii) the Payment Date on which the related Security Principal Balance
is zero.

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

     Insurer Default: Any of (i) the failure by the Insurer to make a payment
required under the Policy in accordance with the terms thereof, (ii) the
voluntary or involuntary filing of a petition or other invocation of the process
of any court or government authority for the purpose of commencing or sustaining
a case under any federal or state bankruptcy, insolvency or similar law against
the Insurer, (iii) the appointing of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Insurer or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Insurer or (iv) the Insurer's failure to be qualified to do
business as a financial guaranty insurer in any jurisdiction in which its
failure to be so qualified would have a material adverse effect on the Insurer's
ability to perform under the Policy and the Insurance Agreement.

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

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


                                       13
<PAGE>


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

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

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

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

     Interest Settlement Rates: Those rates which are displayed on the
Designated Telerate Page.

     Issuer or Trust: GreenPoint Home Equity Loan Trust 2000-1, a Delaware
business trust, until a successor replaces it and, thereafter, the successor.

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

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

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

     Late Payment Rate: For any Payment Date, the greater of (i) the rate of
interest, as it is publicly announced by Citibank, N.A. at its principal office
in New York, New York as its prime rate (any change in such prime rate of
interest to be effective on the date such change is announced by Citibank, N.A.)
plus 2% and (ii) the then applicable highest rate of interest on the Securities.
The Late Payment Rate shall be computed on the basis of a year of 360 days and
the actual number of days elapsed. In no event shall the Late Payment Rate
exceed the maximum rate permissible under any applicable law limiting interest
rates.


     LIBOR: With respect to any Interest Accrual Period, the rate determined by
the Trustee on the related Interest Determination Date appearing on the
Designated Telerate Page on that Interest Determination Date based on the
Interest Settlement Rate for U.S. dollar deposits of


                                       14
<PAGE>


one-month maturity set by the BBA as of the Interest Determination Date. If the
BBA's Interest Settlement Rate does not appear on the Designated Telerate Page
as of 11:00 a.m. (London time) on such date, or if the Designated Telerate Page
is not available on such date, the Trustee will obtain such rate from the
Reuters Monitor Money Rates Service page "LIBOR01" or the Bloomberg L.P. page
"BBAM." If such rate is not published for such Interest Determination Date,
LIBOR for such date will be the most recently published Interest Settlement
Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the
Trustee (after consultation with the Controlling Party) will designate an
alternative index that has performed in a manner substantially similar to the
BBA's Interest Settlement Rate.

     LIBOR Business Day: Any day on which banks in London and New York are open
for conducting transactions in foreign currency and exchange.

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

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

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

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

     Liquidation Loss Amounts: With respect to any Payment Date and Mortgage
Loan that became a Liquidated Mortgage Loan during the related Collection
Period,  the


                                       15
<PAGE>


unrecovered portion of the related Principal Balance thereof at the
end of such Collection Period, after giving effect to the Net Liquidation
Proceeds applied in reduction of such Principal Balance.

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

     Loan Agreement: Any Credit Line Agreement or Mortgage Note.

     Loan Purchase Price: With respect to any Mortgage Loan purchased from the
Trust on a Determination Date pursuant to Section 3.06 of the Sale and Servicing
Agreement, an amount equal to the Principal Balance of such Mortgage Loan as of
the date of purchase, plus one month's interest on the outstanding Principal
Balance thereof as of the beginning of the preceding Collection Period computed
at the Loan Rate less the Servicing Fee, together with, without duplication, the
aggregate amount of (i) all delinquent interest, all advances made by the
Servicer and not subsequently recovered from the related Mortgage Loan and (ii)
any Class A-1 Reimbursement Amount or Class A-2 Reimbursement Amount related to
such Mortgage Loan.

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

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

     Losses: Any and all out-of-pocket losses, claims, damages, liabilities or
expenses (including reasonable attorneys' fees and disbursements) directly
incurred by any Person specified in the Purchase Agreement, resulting from
transactions entered into under the Purchase Agreement (other than liability for
taxes). Losses must be accounted for and presented for reimbursement documented
in reasonable detail and within a reasonable time.

     Managed Amortization Period: With respect to each Class of Securities, the
period commencing on the Closing Date and ending on the earlier to occur of (x)
the June 2005 Payment Date and (y) the Payment Date which immediately precedes
the occurrence of a Rapid Amortization Event with respect to such Class of
Securities.

     Management Agreement: The Management Agreement, dated as of June 1, 2000,
by and between the Company and the Issuer.

     Management Fee: $500 per month.

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


                                       16
<PAGE>



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

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

     Moody's: Moody's Investors Service, Inc., or its successor in interest.

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

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

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

     Mortgage Loans: Any HELOC Mortgage Loans, including any Additional Balances
with respect thereto, as well as any Closed-End Mortgage Loans, that are
transferred and assigned to the Trustee pursuant to Sections 2.01 and 2.10 of
the Sale and Servicing Agreement, together with the Related Documents, exclusive
of mortgage loans that are retransferred to the Sponsor or the Servicer from
time to time pursuant to Sections 2.03, 2.05 or 3.06 of the Sale and Servicing
Agreement as from time to time are held as a part of the Trust. The Mortgage
Loans originally so held are identified in the Mortgage Loan Schedule delivered
on the Closing Date. The Mortgage Loans shall also include any Eligible
Substitute Mortgage Loans substituted by the Sponsor for a Defective Mortgage
Loan pursuant to Sections 2.03 and 2.05 of the Sale and Servicing Agreement. The
term "Mortgage Loan" includes the terms "HELOC Mortgage Loans" and "Closed-End
Mortgage Loans."

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

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

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


                                       17
<PAGE>


     Net Available Distribution Amount: For each Payment Date and for each Class
of Class A Securities, the related Total Available Funds on such Payment Date.

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

     Net Loan Rate: With respect to any Mortgage Loan and as to any day, the
Loan Rate (assuming each HELOC Mortgage Loan is fully indexed) less the
Servicing Fee Rate, the Premium Percentage (multiplied by a fraction, the
numerator of which is the Security Principal Balance of the related Class of
Securities and the denominator of which is the related Pool Balance), with
respect to the Pool I Mortgage Loans only, the Guarantee Fee Percentage
(multiplied by a fraction, the numerator of which is the Class A-1 Certificate
Principal Balance and the denominator of which is the Pool I Balance), the
Trustee Fee Rate and, after the June 2001 Payment Date, 0.50% per annum.

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

     Opinion of Counsel: One or more opinions of counsel who may, except as
otherwise expressly provided in the Pooling Agreement, be employees of or
counsel to the Issuer and, if addressed to the Insurer, satisfactory to the
Insurer, and which shall comply with any applicable requirements of Section 11.1
of the Pooling Agreement, and if addressed to the Insurer, shall be satisfactory
to the Insurer; provided, that any opinion relating to matters of federal, state
or local taxation must be provided by independent, outside counsel.

     Optional Redemption Date: Either of the Class A-1 Optional Redemption Date
or the Class A-2 Optional Redemption Date.

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

     Original Class A-1 Certificate Principal Balance: $244,172,000.

     Original Class A-2 Note Principal Balance: $108,598,000.

     Original Pool Balance: $350,144,854.27.

     Outstanding: As of the date of determination, all Securities theretofore
authenticated and delivered under the Pooling Agreement except:

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

          (ii) Securities or portions thereof the payment for which money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Security Paying Agent in trust for the Holders of such Securities
     (provided, however, that if such


                                       18
<PAGE>


     Securities are to be redeemed, notice of such redemption has been duly
     given pursuant to the Pooling Agreement or provision therefor, satisfactory
     to the Trustee); and

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

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

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

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

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

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

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


                                       19
<PAGE>


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

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

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

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

     Percentage Interest: As to any Security, the percentage obtained by
dividing the principal denomination of such Security by the aggregate of the
principal denominations of all Securities of the same class. As to any Residual
Certificate, the percentage set forth on the face of such Residual Certificate.

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

     Policy: The financial guaranty insurance policy No. AB0377BE with respect
to the Class A Securities, dated June 29, 2000, issued by the Insurer to the
Trustee for the benefit of the Securityholders.

     Pool: Pool I or Pool II.

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

     Pool Delinquency Rate: With respect to each Pool separately and with
respect to any Collection Period, the fraction, expressed as a percentage, equal
to (x) the aggregate Principal Balances of all related Mortgage Loans 60 or more
days delinquent (including all foreclosures and REO properties) as of the close
of business on the last day of such Collection Period over (y) the related Pool
Balance as of the close of business on the last day of such Collection Period.

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


                                       20
<PAGE>


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

     Pool I Available Funds: With respect to any Payment Date, the amount then
on deposit in the Collection Account with respect to Pool I, after taking into
account the deposits thereto made pursuant to Section 8.7(a) of the Pooling
Agreement, if any (exclusive of the amount of any related Insured Payment then
on deposit in the Collection Account and any deposits from the Reserve Fund),
less the sum of the amounts described in clauses (i), (ii) and (iii) of Section
8.7(d) of the Pooling Agreement with respect to Pool I on such Payment Date.

     Pool I Balance: With respect to any date the aggregate of the Principal
Balances of all Pool I Mortgage Loans as of such date.

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

     Pool I Deficiency Amount: Has the meaning specified in Section 8.6(b)(i) of
the Pooling Agreement.

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

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

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

     Pool I Overcollateralization Amount: As of any Payment Date, the excess, if
any, of (x) the Pool I Balance as of such Payment Date over (y) the Class A-1
Certificate Principal Balance as of such Payment Date (after taking into account
any reductions to such Class A-1 Certificate Principal Balance resulting from
payments made pursuant to clauses (v) and (vi) of Section 8.7(d) of the Pooling
Agreement on such Payment Date).

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

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


                                       21
<PAGE>


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

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

     Pool I Specified Overcollateralization Amount: With respect to any Payment
Date, the amount equal to the greater of: (I) the sum of (a) the related Spread
Squeeze Amount plus (b) 90% of the Principal Balance of Mortgage Loans in Pool I
which are 180 or more days Delinquent as of the close of business of the last
day of the related Collection Period plus (c)(i) prior to the Payment Date in
July 2003, the greater of (x) 2.25% of the Initial Pool I Balance and (y) the
Pool I Step-Up Overcollateralization Amount and (ii) on or after the Payment
Date in July 2003 the greater of (x) the lesser of 2.25% of the Initial Pool I
Balance and 5.00% of the Pool I Balance as of the current Payment Date and (y)
the Pool I Step-Up Overcollateralization Amount; or (II) the sum of the related
Spread Squeeze Amount and 0.50% of the Initial Pool I Balance; provided,
however, that no reduction in clause (c)(ii) shall occur unless (i) aggregate
cumulative Liquidation Loss Amounts with respect to Pool I as a percentage of
the Initial Pool I Balance are less than 3.75% and (ii) the Six Month Rolling
Pool Delinquency Rate for Pool I is less than 3.00%.

     Pool I Step-Up Overcollateralization Amount: If aggregate cumulative
Liquidation Loss Amounts with respect to Pool I as a percentage of the Initial
Pool I Balance exceed the following percentages on the specified Payment Dates,

                              Payment Dates                         Percentage
                              -------------                         ----------
                              1st - 12th                            1.50%
                              13th - 24th                           2.75%
                              25th - 36th                           4.00%
                              37th - 48th                           5.00%
                              49th +                                6.00%

the Pool I Step-Up Overcollateralization Amount will equal (a) 5.00% of the
Initial Pool I Balance, prior to the Payment Date in July 2003 and (b) on or
after the Payment Date in July 2003, the lesser of (x) 5.00% of the Initial Pool
I Balance and (y) 10.00% of the Pool I Balance as of current Payment Date.
Otherwise, the Pool I Step-Up Overcollateralization Amount is zero.

     Pool I Total Available Funds: With respect to any Payment Date, the sum of
(i) the Pool I Available Funds, (ii) any Crossover Amount available from Pool
II, (iii) amounts realized from the Pool I Overcollateralization Amount, (iv)
amounts on deposit in the Reserve Fund (but only to the extent that Pool I
Available Funds, plus any Crossover Amount available from Pool II, are
insufficient to pay the amounts specified in clauses (iv), (vi) and (vii) of
Section 8.7(d) of the Pooling Agreement with respect to the Class A-1
Certificates), and (v) amounts available from the Demand Note with respect to
Pool I, in each case as of such Payment Date.


                                       22
<PAGE>


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

     Pool II Available Funds: With respect to any Payment Date, the amount then
on deposit in the Collection Account with respect to Pool II, after taking into
account the deposits thereto made pursuant to Section 8.7(b) of the Pooling
Agreement, if any (exclusive of the amount of any related Insured Payment then
on deposit in the Collection Account and any deposits from the Reserve Fund),
less the sum of the amounts described in clauses (i) and (ii) of Section 8.7(d)
of the Pooling Agreement with respect to Pool II on such Payment Date.

     Pool II Balance: With respect to any date the aggregate of the Principal
Balances of all Pool II Mortgage Loans as of such date.

     Pool II Closed-End Mortgage Loans: Mortgage Loans in Pool II which are
Closed-End Mortgage Loans.

     Pool II Deficiency Amount: As defined in Section 8.6(b)(ii) of the Pooling
Agreement.

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

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

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

     Pool II Overcollateralization Amount: As of any Payment Date, the excess,
if any, of (x) the Pool II Balance as of such Payment Date over (y) the Class
A-2 Note Principal Balance as of such Payment Date (after taking into account
any reductions to such Class A-2 Note Principal Balance resulting from payments
made pursuant to clauses (v) and (vi) of Section 8.7(d) of the Pooling Agreement
on such Payment Date).

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

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


                                       23
<PAGE>


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

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

     Pool II Specified Overcollateralization Amount: With respect to any Payment
Date, the amount equal to the greater of: (I) the sum of (a) the related Spread
Squeeze Amount, (b) 90% of the Principal Balance of Mortgage Loans in Pool II
which are 180 or more days Delinquent as of the close of business of the last
day of the related Collection Period, plus (c)(i) prior to the Payment Date in
July 2003, the greater of (x) 2.25% of the Initial Pool II Balance and (y) the
Pool II Step-Up Overcollateralization Amount, (ii) on or after the Payment Date
in July 2003 the greater of (x) the lesser of 2.25% of the Initial Pool II
Balance and 5.00% of the Pool II Balance as of the current Payment Date, (y) the
Pool II Step-Up Overcollateralization Amount, (II) the sum of the related Spread
Squeeze Amount and 0.50% of the Initial Pool II Balance; provided, however, that
no reduction in clause (c)(ii) shall occur unless (i) aggregate cumulative
Liquidation Loss Amounts with respect to Pool II as a percentage of the Initial
Pool II Balance are less than 3.75% and (ii) the Six Month Rolling Pool
Delinquency Rate for Pool II is less than 3.00%.

     Pool II Step-Up Overcollateralization Amount: If aggregate cumulative
Liquidation Loss Amounts with respect to Pool II as a percentage of the Initial
Pool II Balance exceed the following percentages on the specified Payment Dates,

                              Payment Dates                         Percentage
                              -------------                         ----------
                              1st - 12th                            1.50%
                              13th - 24th                           2.75%
                              25th - 36th                           4.00%
                              37th - 48th                           5.00%
                              49th +                                6.00%


the Pool II Step-Up Overcollateralization Amount will equal (a) 5.00% of the
Initial Pool II Balance, prior to Payment Date in July 2003 and (b) on or after
Payment Date in July 2003, the lesser of (x) 5.00% of the Initial Pool II
Balance and (y) 10.00% of the Pool II Balance as of the current Payment Date.
Otherwise, the Pool II Step-Up Overcollateralization Amount is zero.

     Pool II Total Available Funds: With respect to any Payment Date, the sum of
(i) the Pool II Available Funds, (ii) any Crossover Amount available from Pool
I, (iii) amounts realized from the Pool II Overcollateralization Amount, (iv)
amounts on deposit in the Reserve Fund (but only to the extent that Pool II
Available Funds, plus any Crossover Amount available from Pool I, are
insufficient to pay the amounts specified in clauses (iv), (vi) and (vii) of
Section 8.7(d) of the Pooling Agreement with respect to the Class A-2 Notes),
and (v) amounts available from the Demand Note with respect to Pool II, in each
case as of such Payment Date.

                                       24
<PAGE>


     Pooling Agreement: The Pooling Agreement and Indenture, dated as of June 1,
2000, by and between the Issuer, the Trustee and Freddie Mac, as the same may be
amended and supplemented from time to time.

     Predecessor Security: With respect to any particular Security, every
previous Security evidencing all or a portion of the same interest as that
evidenced by such particular Security; and, for the purpose of this definition,
any Security authenticated and delivered under Section 3.4 of the Trust
Agreement in lieu of a mutilated, lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.

     Preference Amount: As defined in the Policy.

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

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

     Premium Percentage: As defined in the Insurance Agreement.

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

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

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

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

     Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of June
1, 2000, by and between the Company and the Sponsor with respect to the Mortgage
Loans.


                                       25
<PAGE>


     Purchase Price: 102.8% of the Principal Balance of the Mortgage Loans as of
the Cut-Off Date (and any Eligible Substitute Mortgage Loan as of the date
delivered).

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

     Rapid Amortization Event: Any of those "Rapid Amortization Events"
described in Section 12.1 of the Pooling Agreement.

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

     Rating Agency: Each of Moody's and Standard & Poor's. If such agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Sponsor and
the Insurer, notice of which designation shall be given to the Trustee.
References in any Basic Document to the highest short term unsecured rating
category of a Rating Agency shall means A1+ or better in the case of Standard &
Poor's and P1 or better in the case of Moody's, and in the case of any other
Rating Agency shall mean the ratings such other Rating Agency deems equivalent
to the foregoing ratings. References in any Basic Document to the highest
long-term rating category of a Rating Agency shall mean "AAA" in the case of
Standard & Poor's and "Aaa" in the case of Moody's, and in the case of any other
Rating Agency, the rating such other Rating Agency deems equivalent to the
foregoing ratings.

     Record Date: For the Class A-1 Certificates, the last Business Day of the
calendar month preceding the month in which the Payment Date occurs. For the
Class A-2 Notes, the last Business Day preceding the related Payment Date;
provided, however, that following the date on which Definitive Securities are
available, the Record Date for the Class A-2 Notes shall be the last Business
Day of the calendar month preceding the month in which the related Payment Date
occurs.

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

     Redemption Price: In the case of a redemption of any Securities pursuant to
Section 10.1 of the Pooling Agreement, an amount equal to the unpaid principal
amount of the then outstanding principal amount of each class of the related
Class of Securities being redeemed, plus accrued and unpaid interest thereon to
but excluding the Redemption Date, plus any outstanding, related Reimbursement
Amount.

     Reimbursement Amount: Either of the Class A-1 Reimbursement Amount or Class
A-2 Reimbursement Amount, as appropriate.

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


                                       26
<PAGE>


     Relief Act Shortfall: Shortfalls in interest collections resulting from the
application of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,
that lead to either a Class A-1 Deficiency Amount or a Class A-2 Deficiency
Amount.

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

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

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

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

     Required Payments: For either Class of Class A Securities (a) for any
Payment Date other than the Final Scheduled Payment Date, the sum of (i) the
related Interest Payment Amount (excluding any Relief Act Shortfalls) and (ii)
the related Overcollateralization Deficit and (b) on the related Final Scheduled
Payment Date, the related Class A Security Principal Balance.

     Reserve Fund: That account designated as the "Reserve Fund" that is created
and maintained for the benefit of the Securityholders, Freddie Mac and the
Insurer pursuant to Section 8.3 of the Pooling Agreement.

     Residual Certificate: As defined in Section 1.1 of the Trust Agreement.

     Residual Certificateholders: Holders of the Residual Certificates.

     Responsible Officer: With respect to the Trustee or any officer of the
Trustee with direct responsibility for the administration of the Pooling
Agreement and, also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

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

     Sale and Servicing Agreement: The Sale and Servicing Agreement, dated as of
June 1, 2000, by and among the Issuer, the Sponsor, the Servicer and the
Trustee, as the same may be amended or supplemented from time to time.

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


                                       27
<PAGE>


     Security: A Class A-1 Certificate or a Class A-2 Note, but not any Residual
Certificate.

     Securityholders: The Class A-1 Securityholders and the Class A-2
Securityholders.

     Security Owner: With respect to a Book-Entry Security, the Person who is
the owner of such Book-Entry Security, with respect to a Definitive Security,
the registered owner of such Definitive Security.

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

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

     Security Rate: The Class A-1 Certificate Rate and/or the Class A-2 Note
Rate, as applicable.

     Security Register: As defined in Section 3.3 of the Trust Agreement.

     Security Registrar: As defined in Section 3.3 of the Trust Agreement.

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

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

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

     Servicing Fee Rate: 0.50% per annum.

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

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


                                       28
<PAGE>


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

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

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

     Spread Squeeze Percentage: With respect to Pool I and Pool II and as of any
Payment Date after the twelfth Payment Date, a fraction (expressed as a
percentage), the numerator of which is the product of 12 and the related
Available Funds with respect to such Pool for such Payment Date which remain on
deposit in the Collection Account after taking into account the distributions
listed in clauses (i) through (v) of Section 8.7(d) of the Pooling Agreement
with respect to such Pool and such Payment Date and the denominator of which is
the related Pool Balance as of such Payment Date.

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

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

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

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

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

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


                                       29
<PAGE>


     Trust Agreement: The Trust Agreement, dated as of June 1, 2000, by and
between the Sponsor and the Owner Trustee, as the same may be amended and
supplemented from time to time.

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

     Trustee: Bankers Trust Company, a New York banking corporation, not in its
individual capacity but as trustee under the Pooling Agreement, or any successor
trustee under the Pooling Agreement.

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

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

     Trustee Issuer Secured Obligations: All amounts and obligations which the
Issuer may at any time owe to the Trustee for the benefit of the Securityholders
under the Pooling Agreement or the Securities.

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

     Undercollateralization Amount: An amount initially equal to $2,625,145.73.
For each Class and the related Pool on any Payment Date up to and including the
Insured Undercollateralization Payment Date for such Class and the related Pool,
the Undercollateralization Amount shall equal the excess, if any, (but only up
to a maximum of $2,625,145.73) of the related Security Principal Balance over
the related Pool Balance (after taking into account all payments of principal
through and including such Payment Date, other than payments made with funds
drawn from the Demand Note, the Policy or (with respect to the Class A-1
Certificates only) the Guarantee).

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



                                       30
<PAGE>


                                                                       EXHIBIT A

                                 [Form of Note]

             GREENPOINT HOME EQUITY LOAN TRUST 2000-1 CLASS A-2 NOTE


REGISTERED                                               $108,598,000

No. A-2-__                                               CUSIP NO. ____________


     Unless this Class A-2 Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange or payment, and any Class A-2
Note issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

     THE PRINCIPAL OF THIS CLASS A-2 NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-2
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



<PAGE>


                    GREENPOINT HOME EQUITY LOAN TRUST 2000-1

                   CLASS A-2 VARIABLE RATE ASSET BACKED NOTES

     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 CEDE & CO., 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-2 Notes pursuant to Section 8.6 of the
Pooling Agreement; provided, however, that the entire unpaid principal amount of
this Class A-2 Note shall be due and payable on the Payment Date in June 2026
(the "Final Scheduled Payment Date"). The Issuer will pay interest on this
Certificate at the rate per annum provided in the Pooling Agreement on each
Payment Date on the principal amount of this Class A-2 Note 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-2 Note will accrue for
each Payment Date from the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, if no interest has yet been paid,
from 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-2 Note shall be paid in the manner specified on the reverse hereof.

     The principal of and interest on this Class A-2 Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Class A-2 Note shall be applied first to interest
due and payable on this Class A-2 Note as provided above and then to the unpaid
principal of this Class A-2 Note.

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

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

     Each Securityholder or Security Owner, by acceptance of this Class A-2 Note
or, in the case of a Security Owner, a beneficial interest in a Security,
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-2 Notes 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



<PAGE>


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-2 Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class A-2 Note.

     Unless the certificate of authentication hereon has been executed by the
Trustee whose name appears below by manual signature, this Class A-2 Note 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-2 Note is one of a duly authorized issue of Securities of the
Issuer, designated as its Class A-2 Variable Rate Asset Backed Notes (herein
called the "Class A-2 Notes"), all issued under a Pooling and Indenture
Agreement dated as of June 1, 2000 (such agreement, as supplemented or amended,
is herein called the "Pooling Agreement"), between the Issuer and Bankers Trust
Company, as Trustee (the "Trustee,") which term includes any successor Trustee
under the Pooling Agreement. Certain rights of Securityholders in the Class A-2
Notes are additionally described in the 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).

     All terms used in this Class A-2 Note 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.

     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-2 Notes 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.

<PAGE>


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

     Payments of interest on this Class A-2 Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not in
full payment of this Class A-2 Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class A-2 Note (or one or more
Predecessor Securities) on the Security Register as of the close of business on
each Record Date, except that with respect to Class A-2 Note registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Security Register as of the applicable Record Date without
requiring that this Security be submitted for notation of payment. Any reduction
in the principal amount of this Security (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-2 Note and of any Class A-2 Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Pooling Agreement, for payment in full of the then remaining
unpaid principal amount of this Class A-2 Note 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 Class A-2 Note at
the office designated by the Trustee for such purposes located in The City of
New York.

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

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

     As provided in the Pooling Agreement and subject to certain limitations set
forth therein, the transfer of this Class A-2 Note may be registered on the
Security Register upon surrender of this Class A-2 Note for registration of
transfer at the office or agency designated by

<PAGE>


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 Securities 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-2 Note, but the transferor
may be required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of transfer
or exchange.

     Each Securityholder or Security Owner, by acceptance of a Security or, in
the case of a Security Owner, a beneficial interest in a Security 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
Securities 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 Security or, in
the case of a Security Owner, a beneficial interest in a Security 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 Securities, the Trust Agreement, the Pooling Agreement or the Basic
Documents.

     Prior to the due presentment for registration of transfer of this Security,
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 Security (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 Security be overdue, and neither the Issuer,
the Trustee nor any such agent shall be affected by notice to the contrary.

<PAGE>


     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 Security 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 Security (or any one of more Predecessor Securities) shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security 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 Security. 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 issued thereunder but with the consent
of the Insurer and Freddie Mac.

     The term "Issuer" as used in this Security includes any successor to the
Issuer under the Pooling Agreement or the Trust Agreement.

     The Class A-2 Notes are issuable only in registered form in denominations
as provided in the Pooling Agreement, subject to certain limitations therein set
forth.

     This Security, the Trust Agreement and 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 Security, 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 Security 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 indemnifications contained in this Security 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 Security 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-2 Notes 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 Security.



<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>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:  June 29, 2000        BANKERS TRUST COMPANY, not in its
                            individual capacity but solely as Trustee,



                            By:
                                 ----------------------------------------------
                                            Authorized Signatory