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                    GREENPOINT HOME EQUITY LOAN TRUST 200_-_

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

                                    INDENTURE

                          Dated as of __________, 200_

                               [INDENTURE TRUSTEE]
                                Indenture Trustee

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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 Noteholders and Residual
                     Certificateholders......................................3
    SECTION 1.5.    Conflict with TIA........................................3

ARTICLE II The Notes.........................................................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...............6
    SECTION 2.5.    Persons Deemed Owners....................................7
    SECTION 2.6.    Payment of Principal and Interest; Defaulted Interest....7
    SECTION 2.7.    Cancellation.............................................8
    SECTION 2.8.    Release of Collateral....................................8
    SECTION 2.9.    Book-Entry Notes.........................................8
    SECTION 2.10.   Notices to Clearing Agency...............................9
    SECTION 2.11.   Definitive Notes.........................................9

ARTICLE III Covenants.......................................................10

    SECTION 3.1.    Payment of Principal and Interest.......................10
    SECTION 3.2.    Maintenance of Office or Agency.........................10
    SECTION 3.3.    Money for Payments to be Held in Trust..................10
    SECTION 3.4.    Existence...............................................11
    SECTION 3.5.    Protection of Trust Property............................11
    SECTION 3.6.    Opinions as to Trust Property...........................12
    SECTION 3.7.    Performance of Obligations; Servicing of Mortgage
                     Loans..................................................13
    SECTION 3.8.    Negative Covenants......................................13
    SECTION 3.9.    Annual Statement as to Compliance.......................14
    SECTION 3.10.   Issuer May Not Consolidate or Transfer Assets...........15
    SECTION 3.11.   No Other Business.......................................15
    SECTION 3.12.   No Borrowing............................................15
    SECTION 3.13.   Servicer's Obligations..................................15
    SECTION 3.14.   Guarantees, Loans, Advances and Other Liabilities.......15
    SECTION 3.15.   Capital Expenditures....................................15
    SECTION 3.16.   Compliance with Laws....................................15
    SECTION 3.17.   Restricted Payments.....................................15
    SECTION 3.18.   Notice of Rapid Amortization Events and Events of
                     Servicing Termination..................................16
    SECTION 3.19.   Further Instruments and Acts............................16


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    SECTION 3.20.   Amendments of Sale and Servicing Agreement and Trust
                     Agreement .............................................16
    SECTION 3.21.   Income Tax Characterization.............................16

ARTICLE IV Satisfaction and Discharge.......................................16

    SECTION 4.1.    Satisfaction and Discharge of Indenture.................16
    SECTION 4.2.    Application of Trust Money..............................17
    SECTION 4.3.    Repayment of Monies Held by Note Paying Agent...........18

ARTICLE V Remedies..........................................................18

    SECTION 5.1.    Remedies................................................18
    SECTION 5.2.    Limitation of Suits.....................................18
    SECTION 5.3.    Unconditional Rights of Noteholders To Receive
                     Principal and Interest.................................19
    SECTION 5.4.    Restoration of Rights and Remedies......................19
    SECTION 5.5.    Rights and Remedies Cumulative..........................19
    SECTION 5.6.    Delay or Omission Not a Waiver..........................19
    SECTION 5.7.    Control by Noteholders..................................19
    SECTION 5.8.    Undertaking for Costs...................................20
    SECTION 5.9.    Waiver of Stay or Extension Laws........................20
    SECTION 5.10.   Action on Notes.........................................20
    SECTION 5.11.   Performance and Enforcement of Certain Obligations......20
    SECTION 5.12.   Subrogation.............................................21
    SECTION 5.13.   Preference Claims.......................................21

ARTICLE VI The Indenture Trustee............................................22

    SECTION 6.1.    Duties of Indenture Trustee.............................22
    SECTION 6.2.    Rights of Indenture Trustee.............................24
    SECTION 6.3.    Individual Rights of Indenture Trustee..................25
    SECTION 6.4.    Indenture Trustee's Disclaimer..........................25
    SECTION 6.5.    Notice of Rapid Amortization Events and Events of
                     Servicing Termination..................................25
    SECTION 6.6.    Reports by Indenture Trustee to Holders.................25
    SECTION 6.7.    Compensation and Indemnity..............................26
    SECTION 6.8.    Replacement of Indenture Trustee........................26
    SECTION 6.9.    Successor Indenture Trustee by Merger...................28
    SECTION 6.10.   Appointment of Co-Indenture Trustee or Separate
                     Indenture Trustee......................................28
    SECTION 6.11.   Eligibility; Disqualification...........................29
    SECTION 6.12.   Preferential Collection of Claims Against Issuer........30
    SECTION 6.13.   Appointment and Powers..................................30
    SECTION 6.14.   Performance of Duties...................................30
    SECTION 6.15.   Limitation on Liability.................................30
    SECTION 6.16.   Reliance Upon Documents.................................30
    SECTION 6.17.   Representations and Warranties of the Indenture
                     Trustee................................................31
    SECTION 6.18.   Waiver of Setoffs.......................................31


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    SECTION 6.19.   Control by the Controlling Party........................31
    SECTION 6.20.   Indenture Trustee May Enforce Claims Without
                     Possession of Notes ...................................31
    SECTION 6.21.   Suits for Enforcement...................................32
    SECTION 6.22.   Mortgagor Claims........................................32

ARTICLE VII Noteholders' Lists and Reports..................................33

    SECTION 7.1.    Issuer To Furnish To Indenture Trustee Names and
                     Addresses of Noteholders...............................33
    SECTION 7.2.    Preservation of Information; Communications to
                    Noteholders ............................................33
    SECTION 7.3.    Reports by Issuer.......................................33
    SECTION 7.4.    Reports by Indenture Trustee............................34

ARTICLE VIII Payments and Statements to Noteholders and Residual
               Noteholders; Accounts, Disbursements and Releases............34

    SECTION 8.1.    Collection of Money.....................................34
    SECTION 8.2.    Release of Trust Property...............................34
    SECTION 8.3.    Establishment of Accounts...............................35
    SECTION 8.4.    The Policy..............................................35
    SECTION 8.5.    Payments under the GreenPoint Bank Demand Note..........36
    SECTION 8.6.    Reserve Fund............................................37
    SECTION 8.7.    Priority of Distributions...............................38
    SECTION 8.8.    Statements to Noteholders...............................40
    SECTION 8.9.    Rights of Noteholders and Residual Certificateholders...42
    SECTION 8.10.   Opinion of Counsel......................................42

ARTICLE IX Supplemental Indentures..........................................43

    SECTION 9.1.    Supplemental Indentures Without Consent of Noteholders..43
    SECTION 9.2.    Supplemental Indentures with Consent of Noteholders.....44
    SECTION 9.3.    Execution of Supplemental Indentures....................45
    SECTION 9.4.    Effect of Supplemental Indenture........................45
    SECTION 9.5.    Reference in Notes to Conformity With Trust
                     Indenture Act .........................................46
    SECTION 9.6.    Reference in Notes to Supplemental Indentures...........46

ARTICLE X Redemption of Notes...............................................46

    SECTION 10.1.   Redemption..............................................46
    SECTION 10.2.   Surrender of Notes......................................46
    SECTION 10.3.   Form of Redemption Notice...............................48
    SECTION 10.4.   Notes Payable on Redemption Date........................48

ARTICLE XI Miscellaneous....................................................48

    SECTION 11.1.   Compliance Certificates and Opinions, etc...............48
    SECTION 11.2.   Form of Documents Delivered to Indenture Trustee........49
    SECTION 11.3.   Acts of Noteholders.....................................50


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    SECTION 11.4.   Notices, etc., to Indenture Trustee, Issuer,
                     Insurer and Rating Agencies............................50
    SECTION 11.5.   Notices to Noteholders; Waiver..........................51
    SECTION 11.6.   Alternate Payment and Notice Provisions.................52
    SECTION 11.7.   Conflict with Trust Indenture Act.......................52
    SECTION 11.8.   Effect of Headings and Table of Contents................52
    SECTION 11.9.   Successors and Assigns..................................52
    SECTION 11.10.  Separability............................................52
    SECTION 11.11.  Benefits of Indenture...................................52
    SECTION 11.12.  Legal Holidays..........................................53
    SECTION 11.13.  GOVERNING LAW...........................................53
    SECTION 11.14.  Counterparts............................................53
    SECTION 11.15.  Recording of Indenture..................................53
    SECTION 11.16.  Trust Obligation........................................53
    SECTION 11.17.  No Petition.............................................53
    SECTION 11.18.  Inspection..............................................54
    SECTION 11.19.  Limitation of Liability.................................54

ARTICLE XII Rapid Amortization Events.......................................54

    SECTION 12.1.   Rapid Amortization Events...............................54

ANNEX A        -    Defined Terms

EXHIBIT A-1    -    Form of Class A-1 Note

EXHIBIT A-2    -    Form of Class A-2 Note

EXHIBIT B      -    Form of Opinion of Counsel


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            INDENTURE, dated as of __________, 200_ (the "Indenture"), between
GREENPOINT HOME EQUITY LOAN TRUST 200_-_, a Delaware business trust (the
"Issuer"), and [INDENTURE TRUSTEE], as trustee (the "Indenture Trustee").

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

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

            [Insurer] (the "Insurer") has issued and delivered a financial
guaranty insurance policy for the Notes, dated the Closing Date (the "Policy"),
pursuant to which the Insurer guarantees the Insured Payments (as defined
below).

            As an inducement to the Insurer to issue and deliver the Policy, the
Issuer and the Insurer have executed and delivered the Insurance and Indemnity
Agreement, dated as of __________, 200_ (as amended from time to time, the
"Insurance Agreement"), among the Insurer, the Issuer, GreenPoint Mortgage
Funding, Inc., GreenPoint Mortgage Securities Inc. and the Indenture Trustee.

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

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                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, for the benefit of the Issuer Secured Parties all of the Issuer's right,
title and interest in and to: (i)(A) a pool ("Pool I") of certain adjustable
rate home equity revolving credit line loans ("HELOC Mortgage Loans") (including
any Additional Balances related thereto) and certain second lien closed-end
loans ("Closed End Mortgage Loans") in each case which substantially conform to
the loan origination standards with respect to loan balances and other items as
of the date of origination as 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
in each case which may not substantially conform to the loan origination
standards with respect to loan balances and other items as of the date of
origination as set forth by Freddie Mac (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) amounts on deposit
from time to time in the Reserve Fund; (ix) amounts on deposit from time to time
in the Demand Note Reserve Account; (x) all rights under the Purchase Agreement
assigned to the Issuer (including all representations and warranties of the
Seller contained therein) and all rights of the Issuer under the Sale and
Servicing Agreement; and (xi) any and all proceeds of the foregoing (the items
set forth in (i) through (x) above, the "Collateral").

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

                                    ARTICLE I

                   Definitions and Incorporation by Reference

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

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

            "Commission" means the Securities and Exchange Commission.

            "indenture securities" means the Notes.


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            "indenture security holder" means a Holder of a Note.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Issuer.

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

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

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

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

                  (iii) "or" is not exclusive;

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

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

            SECTION 1.4. Action by or Consent of Noteholders and Residual
Certificateholders. Whenever any provision of this Indenture refers to action to
be taken, or consented to, by Noteholders or Residual Certificateholders, such
provision shall be deemed to refer to the Noteholder 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 Noteholders or Residual Certificateholders. Solely for the purposes of
any action to be taken, or consented to, by Noteholders or Residual
Certificateholders, any Note 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 Indenture Trustee or the Owner Trustee is entitled to
rely upon any such action or consent, only Notes or Residual Certificates which
the Owner Trustee or the Indenture Trustee, respectively, knows to be so owned
shall be so disregarded.

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


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                                   ARTICLE II

                                    The Notes

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

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

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

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


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

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

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

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

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

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


                                       7
<PAGE>

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

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

            SECTION 2.8. Release of Collateral. The Indenture Trustee shall, on
or after the Termination Date, release any remaining portion of the Trust
Property from the lien created by this Indenture and deposit in the Collection
Account any funds then on deposit in any other Account. The Indenture Trustee
shall release property from the lien created by this Indenture pursuant to this
Section 2.8 only upon receipt of an Issuer Request by it accompanied by an
Officer's Certificate 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. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company or its custodian, the
initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall
initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner will receive a
Definitive Note representing such Note Owner's interest in such Note, except as
provided in Section 2.11. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to Note Owners pursuant to Section
2.11:

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

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


                                       8
<PAGE>

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

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

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

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

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

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


                                       9
<PAGE>

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

                                   ARTICLE III

                                    Covenants

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

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

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

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

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

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


                                       10
<PAGE>

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

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

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

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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

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

            SECTION 3.6. Opinions as to Trust Property.

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

            (b) Within 90 days after the beginning of each calendar year,
beginning in 2002, the Issuer shall furnish to the Indenture Trustee and the
Insurer, an Opinion of Counsel either stating that, in the opinion of such
counsel, such actions have been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as are necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that in the opinion of such counsel, no
such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in


                                       12
<PAGE>

the opinion of such counsel, be required to maintain the lien and security
interest of this Indenture.

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

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

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

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

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

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

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

                  (i) except as expressly permitted by this Indenture or the
      Basic Documents, sell, transfer, exchange or otherwise dispose of any of
      the properties or assets


                                       13
<PAGE>

      of the Issuer, including those included in the Trust Property (but
      excluding any Mortgage Loans removed from any Pool pursuant to Section
      2.07 of the Sale and Servicing Agreement), without the consent of the
      Insurer (which consent may not be unreasonably withheld) provided, that if
      an Insurer Default has occurred and is continuing the Noteholders
      representing 66-2/3% of the Outstanding Amount may direct the Indenture
      Trustee to sell or dispose of the Trust Property.

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

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

            SECTION 3.9. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee and the Insurer, within 90 days after the end
of each fiscal year of the Issuer (commencing with the fiscal year ended
__________, 200_) and otherwise in compliance with the requirements of TIA
Section 314(a)(4), an Officer's Certificate stating, as to the Authorized
Officer signing such Officer's Certificate, that

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

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


                                       14
<PAGE>

            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 Indenture and the Basic
Documents and activities incidental thereto.

            SECTION 3.12. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness or any certificates of beneficial interest except for (i) the
Residual Certificates, (ii) the Notes, (iii) obligations owing from time to time
to the Insurer under the Insurance Agreement 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 Notes 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 8.6 herein.

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

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

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

            SECTION 3.17. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any


                                       15
<PAGE>

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
Indenture Trustee and the Noteholders as permitted by, and to the extent funds
are available for such purpose under, the Sale and Servicing Agreement, this
Indenture, or Trust Agreement. The Issuer will not, directly or indirectly, make
payments to or distributions from the Collection Account except in accordance
with this Indenture and the Basic Documents.

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

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

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

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

                                   ARTICLE IV
                           Satisfaction and Discharge

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


                                       16
<PAGE>

            either

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

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

                  (i) have become due and payable,

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

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

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

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

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

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

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


                                       17
<PAGE>

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

                                    ARTICLE V

                                    Remedies

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

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

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

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

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

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

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

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

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


                                       18
<PAGE>

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

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

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

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

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

            SECTION 5.6. Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Holder of any Note 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
Indenture Trustee, the Insurer or to the Noteholders may be exercised from time
to time, and as often as may be deemed expedient, by the Indenture Trustee, the
Insurer or by the Noteholders, as the case may be.

            SECTION 5.7. Control by Noteholders. The Insurer (or, if an Insurer
Default shall have occurred and is continuing, Holders of a majority of the
Outstanding Amount of the related Notes) shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Indenture Trustee pursuant to Section 12.1 hereof with respect to the
related Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that:


                                       19
<PAGE>

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

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

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

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

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

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

            SECTION 5.11. Performance and Enforcement of Certain Obligations.

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


                                       20
<PAGE>

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

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

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

            SECTION 5.13. Preference Claims.

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


                                       21
<PAGE>

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

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

                                   ARTICLE VI

                              The Indenture Trustee

            SECTION 6.1. Duties of Indenture Trustee.

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

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

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

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


                                       22
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       23
<PAGE>

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

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

            SECTION 6.2. Rights of Indenture Trustee.

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

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

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

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

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

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

            (g) The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in


                                       24
<PAGE>

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

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

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

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

            SECTION 6.5. Notice of Rapid Amortization Events and Events of
Servicing Termination. If a Rapid Amortization Period or an Event of Servicing
Termination occurs and is continuing and if it is either known by, or written
notice of the existence thereof has been delivered to, a Responsible Officer of
the Indenture Trustee, the Indenture Trustee shall mail to the Insurer and each
Noteholder 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 Note, the Indenture Trustee may withhold the notice to the Noteholders if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Noteholders; provided that
the Indenture Trustee shall not withhold any such notice to the Insurer.

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


                                       25
<PAGE>

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

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

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

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

                  (ii) a court having jurisdiction in the premises in respect of
      the Indenture Trustee in an involuntary case or proceeding under federal
      or state banking or bankruptcy laws, as now or hereafter constituted, or
      any other applicable federal or state


                                       26
<PAGE>

      bankruptcy, insolvency or other similar law, shall have entered a decree
      or order granting relief or appointing a receiver, liquidator, assignee,
      custodian, trustee, conservator, sequestrator (or similar official) for
      the Indenture Trustee or for any substantial part of the Indenture
      Trustee's property, or ordering the winding-up or liquidation of the
      Indenture Trustee's affairs;

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

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

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

            Additionally, the Issuer shall remove the Indenture Trustee at the
request of the Insurer.

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

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

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

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


                                       27
<PAGE>

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

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

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

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

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

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

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

                  (i) all rights, powers, duties and obligations conferred or
      imposed upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being understood that such separate trustee or
      co-trustee is not authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that


                                       28
<PAGE>

      under any law of any jurisdiction in which any particular act or acts are
      to be performed the Indenture Trustee shall be incompetent or unqualified
      to perform such act or acts, in which event such rights, powers, duties
      and obligations (including the holding of title to the Trust or any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of the Indenture Trustee;

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

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

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

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

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

            SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA ss. 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Indenture
Trustee shall provide copies of such reports to the Insurer upon request. The
Indenture Trustee shall comply with TIA 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.


                                       29
<PAGE>

            SECTION 6.12. Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture 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 [Indenture
Trustee] as the Indenture Trustee with respect to the Collateral, and [Indenture
Trustee] hereby accepts such appointment and agrees to act as Indenture Trustee
with respect to the Trust Property for the Issuer Secured Parties, to maintain
custody and possession of such Trust Property (except as otherwise provided
hereunder) and to perform the other duties of the Indenture Trustee in
accordance with the provisions of this Indenture and the other Basic Documents.
Each Issuer Secured Party hereby authorizes the Indenture Trustee to take such
action on its behalf, and to exercise such rights, remedies, powers and
privileges hereunder, as the Controlling Party may direct and as are
specifically authorized to be exercised by the Indenture Trustee by the terms
hereof, together with such actions, rights, remedies, powers and privileges as
are reasonably incidental thereto. The Indenture Trustee shall act upon and in
compliance with the written instructions delivered to it pursuant to this
Indenture promptly following receipt of such written instructions; provided that
the Indenture Trustee shall not act in accordance with any instructions (i)
which are not authorized by, or in violation of the provisions of, this
Indenture or (ii) for which the Indenture Trustee has not received reasonable
indemnity. Receipt of such instructions shall not be a condition to the exercise
by the Indenture Trustee of its express duties hereunder, except where this
Indenture provides that the Indenture Trustee is permitted to act only following
and in accordance with such instructions.

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

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

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


                                       30
<PAGE>

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

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

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

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

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

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

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


                                       31
<PAGE>

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

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

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

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

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

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

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

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


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<PAGE>

                                   ARTICLE VII

                         Noteholders' Lists and Reports

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

            SECTION 7.2. Preservation of Information; Communications to
Noteholders.

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

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

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

            SECTION 7.3. Reports by Issuer.

            (a) The Issuer shall:

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

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


                                       33
<PAGE>

                  (iii) supply to the Indenture Trustee (and the Indenture
      Trustee shall transmit by mail to all Noteholders 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 Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each __________, beginning with __________, 200_,
the Indenture Trustee shall mail to each Noteholder as required by TIA ss.
313(c) a brief report dated as of such date that complies with TIA ss. 313(a).
The Indenture Trustee also shall comply with TIA ss. 313(b).

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

                                  ARTICLE VIII

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

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

            SECTION 8.2. Release of Trust Property.

            (a) Subject to Section 8.10 and the payment of its fees and expenses
pursuant to Section 6.7, the Indenture Trustee may, and when required by the
Issuer and the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture or
the Sale and Servicing Agreement. In the event that the fair value of property
to be released from the lien of this Indenture on any date, together with the
fair value of property previously released during the then-current calendar
year, equals or exceeds ___% of the sum of (i) the Class A-1 Note Principal
Balance plus (ii) the Class A-2 Note Principal Balance, in addition to all other
actions required to be taken pursuant to this Indenture, the Sale and Servicing


                                       34
<PAGE>

Agreement or otherwise in connection with such release, an Independent
Certificate in accordance with TIA ss.ss. 314(c) and 314(d)(1) meeting the
applicable requirements of Section 11.1 shall also be delivered to the Indenture
Trustee. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

            (b) The Indenture Trustee shall, at such time as there are no Notes
outstanding and all sums due the Indenture Trustee pursuant to Section 6.7, and
to the Insurer pursuant to the Insurance Agreement have been paid, release any
remaining portion of the Trust Property that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Accounts. The Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.2(b) only
upon receipt of an Issuer Request accompanied by an Officer's Certificate, an
Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA 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 Indenture Trustee shall maintain, at the Corporate Trust
Office of the Indenture Trustee, a Collection Account and a Reserve Fund to be
held by the Indenture Trustee in the name of the Trust for the benefit of the
Noteholders and the Insurer, as their interests may appear. Each account shall
be an Eligible Account. In addition, the Sponsor shall be permitted to withdraw
amounts from the Collection Account from time to time as described in Section
3.03 of the Sale and Servicing Agreement.

            SECTION 8.4. The Policy.

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

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

            (c) If the Indenture Trustee determines pursuant to paragraph (a)
above that a Class A-2 Deficiency Amount would exist, the Indenture Trustee
shall complete a Notice in the form of Exhibit A to the Policy and submit such
notice to the Insurer no later than the close of business New York City time on
the Business Day following 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 Noteholders, the Indenture Trustee shall
deposit such payments in the


                                       35
<PAGE>

Collection Account and shall distribute such payments, or the proceeds thereof,
in accordance with Section 8.7(c) hereof to the related Noteholders.

            SECTION 8.5. Payments under the GreenPoint Bank Demand Note. On each
Payment Date, the Indenture Trustee shall demand payment from GreenPoint Bank
under the Demand Note of the Demand Note Draw Amount (as defined below) payable
thereunder and deposit such amount into the Collection Account. The Indenture
Trustee shall use its best efforts to give GreenPoint Bank notice of any draw to
be made under the Demand Note at least one Business Day prior to the related
Payment Date. The Demand Note Draw Amount (the "Demand Note Draw Amount") shall
be equal to the following (but only up to the then current Maximum Available
Amount):

            (a) On each Payment Date during the Demand Note Term (as defined
      below), the amount of Realized Losses relating to each Pool for such
      Payment Date; and

            (b) On the _____th Payment Date, if the Demand Note is still in
      effect, the amount required to achieve the Specified Overcollateralization
      Amount for each Pool,

            The Indenture Trustee shall also make a demand for payment under the
Demand Note upon its receipt of written notice from the Servicer that GreenPoint
Bank's long-term senior unsecured debt rating has been downgraded to below ___
by [First Rating Agency] or to below ___ by [Second Rating Agency] while the
Demand Note is still outstanding. The amount demanded by the Indenture Trustee
in that instance shall equal the lesser of (i) the Maximum Available Amount (as
defined below) or (ii) the product of (A) ___ multiplied by (B) the sum of the
Pool I Overcollateralization Deficiency Amount, if any, plus the Pool II
Overcollateralization Deficiency Amount, if any, in each case as calculated on
the date of the downgrade. In fulfillment of such a demand by the Indenture
Trustee, GreenPoint Bank will deposit a Demand Note Reserve Account Deposit
Amount in an amount equal to the amount demanded by the Indenture Trustee into a
reserve account (the "Demand Note Reserve Account"). The Demand Note Reserve
Account shall be held by the Indenture Trustee in the name of the Trust for the
benefit of the Noteholders and the Insurer, as their interests may appear, and
shall be an Eligible Account. Amounts on deposit in the Demand Note Reserve
Account may be invested as approved by the Insurer, if the Issuer delivers
written instruction as to such investments to the Indenture Trustee, and
earnings on such Eligible Investments will be paid to GreenPoint Bank on each
Payment Date. During any period that amounts are on deposit in the Demand Note
Reserve Account, the Indenture Trustee shall make draws upon the amounts therein
in the same manner as under the Demand Note and in lieu of making draws upon the
Demand Note directly. All amounts on deposit in the Demand Note Reserve Account
will be released to GreenPoint Bank on the earlier of the Payment Date
immediately following the date on which its long-term senior unsecured debt
ratings are no longer below ___, as rated by [First Rating Agency], or ___, as
rated by [Second Rating Agency], or, after permitted withdrawals, upon maturity
of the Demand Note.

            In addition, GreenPoint Bank agrees under the Demand Note to pay any
Capitalized Interest Shortfall for each Payment Date occurring during the Demand
Note Term. For purposes of the Demand Note, Capitalized Interest Shortfall shall
mean the positive difference, if any, of (i) the sum of the Class A-1 Interest
Payment Amount and the Class A-2 Interest Payment Amount for


                                       36
<PAGE>

such Payment Date minus (ii) the total Interest Collections received on the
Mortgage Loans during the immediately preceding Collection Period.

            If payments made under the Demand Note on any Payment Date are
insufficient to pay all amounts owed on each Class of Class A Notes on such
Payment Date, any such payments received will be distributed between such
Classes pro rata, based on the amounts owing to each such Class under the Demand
Note on such Payment Date.

            As of the Closing Date, the maximum available amount outstanding
under the Demand Note shall equal ___% of the aggregate Note Balance as of the
Cut-Off Date (the "Maximum Available Amount"). Thereafter, the Maximum Available
Amount on any Payment Date will equal the positive difference between (i) the
Maximum Available Amount at the close of business on the immediately preceding
Payment Date minus (ii) the amount of Realized Losses paid pursuant to this
Section 8.5 on such immediately preceding Payment Date. There will be no
subsequent increase in the Maximum Available Amount.

            The term of the Demand Note (the "Demand Note Term") shall be from
__________, 200_ until its maturity on the earliest of (i) the date on which the
aggregate principal balances of all Notes are paid down to zero or (ii) the date
on which the Specified Overcollateralization Amount for each Class has been
reached or (iii) the _____th Payment Date or (iv) the date on which the Maximum
Available Amount first equals $0.

            SECTION 8.6. Reserve Fund.

            (a) On each Payment Date the Indenture Trustee shall deposit to the
Reserve Fund the amounts, if any, described in Section 8.7(c)(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) to the items listed in
clauses (i) through (ix) of Section 8.7(c) 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 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 Indenture Trustee shall withdraw from the
Reserve Fund and deposit in the Collection Account an amount with respect to the
Class A-1 Notes equal to the lesser of (x) the product of (a) the amount then on
deposit in the Reserve Fund and (b) a fraction, the numerator of which is the
Pool I Deficiency Amount and the denominator of which is the sum of (i) the Pool
I Deficiency Amount and (ii) the Pool II Deficiency Amount and (y) the Pool I
Deficiency Amount.

            (ii) If, on any Payment Date, and after taking into account the
application of the Pool II Available Funds plus any Crossover Amount payable
from Pool I (but not the proceeds of any Insured Payment) to the items listed in
clauses (i) through (ix) of Section 8.7(c) 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 Payment Date, a Pool II Overcollateralization Deficit would result;
and/or (z) a Class


                                       37
<PAGE>

A-2 Reimbursement Amount exists (the sum of such deficiencies the "Pool II
Deficiency Amount"), the Indenture Trustee shall withdraw from the Reserve Fund
and deposit in the Collection Account an amount with respect to the Class A-2
Notes equal to the lesser of (x) the product of (a) the amount then on deposit
in the Reserve Fund and (b) a fraction, the numerator of which is the Pool II
Deficiency Amount and the denominator of which is the sum of (i) the Pool I
Deficiency Amount and (ii) the Pool II Deficiency Amount and (y) the Pool II
Deficiency Amount.

            (c) 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 Overcollateralization
Deficit, in each case after taking into account all distributions on such
Payment Date other than any distribution of any Reserve Reduction Amounts (as
defined below) 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 the
"Reserve Reduction Amount"), the Reserve Reduction Amount shall be released from
the Reserve Fund and distributed to the Residual Certificateholders.

            SECTION 8.7. Priority of Distributions.

            (a) The Indenture Trustee shall deposit to the Collection Account,
with respect to Pool I, without duplication, upon receipt, (i) any payments
related to the Class A-1 Notes made pursuant to the Policy or the Demand Note,
(ii) the proceeds of any liquidation of the assets of the Trust, (iii) Interest
Collections and Principal Collections remitted by the Servicer, together with
any Substitution Amounts, and any Loan Purchase Price amounts received by the
Indenture Trustee relating to such Pool, 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 Indenture Trustee shall deposit to the Collection Account,
with respect to Pool II, without duplication, upon receipt, (i) any payments
related to the Class A-2 Notes made pursuant to the Policy or the Demand Note,
(ii) the proceeds of any liquidation of the assets of the Trust, (iii) Interest
Collections and Principal Collections remitted by the Servicer, together with
any Substitution Amounts, and any Loan Purchase Price Amounts received by the
Indenture Trustee relating to such Pool, 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) With respect to the Collection Account, on each Payment Date,
the Indenture Trustee shall make the following allocations, disbursements and
transfers in the following order of priority, and each such allocation, transfer
and disbursement shall be treated as having occurred only after all preceding
allocations, transfers and disbursements have occurred:

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

                  (ii) (x) from amounts on deposit therein with respect to Pool
      I, the Premium Amounts with respect to the Class A-1 Notes to the Insurer
      for such Payment


                                       38
<PAGE>

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

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

                  (iv) until and including the Payment Date in __________ 200_,
      (x) from amounts then on deposit therein with respect to Pool I, to the
      Sponsor, the portion of Additional Balance Contributed Amount for such
      Payment Date related to Pool I HELOC Mortgage Loans and (y) from amounts
      then on deposit therein with respect to Pool II, to the Sponsor, the
      portion of Additional Balance Contributed Amount for such Payment Date
      related to Pool I HELOC Mortgage Loans;

                  (v) (x) from amounts then on deposit therein with respect to
      Pool I, to the Class A-1 Noteholders as a distribution of principal, the
      Class A-1 Principal Payment Amount for such Payment Date and (y) from
      amounts then on deposit therein with respect to Pool II, to the Class A-2
      Noteholders, 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 Noteholders, as a distribution of principal, the
      Pool I Overcollateralization Deficit for such Payment Date and (y) from
      amounts then on deposit therein with respect to Pool II, to the Class A-2
      Noteholders, 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, 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 Notes shall
      be applied to the extent necessary to fund the full amount of the
      Accelerated Principal Payment with respect to the Class A-1 Notes and (y)
      from amounts then on deposit therein with respect to Pool II, the Excess
      Cashflow with respect to the Class A-2 Notes shall be applied to the
      extent necessary to fund the full amount of the Accelerated Principal
      Payment with respect to the Class A-2 Notes;

                  (ix) 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
      (iii), (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);


                                       39
<PAGE>

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

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

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

                  (xiv) to GreenPoint Bank, reimbursements of all amounts drawn
      under the Demand Note and;

                  (xv) 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 Noteholders. The Indenture Trustee will
make available via its internet website on each Payment Date concurrently with
each distribution to the Noteholders, to the Servicer, the Noteholders and the
Insurer a statement setting forth among other items with respect to the Notes:

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

                  (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;


                                       40
<PAGE>

                  (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, (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;

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

                  (xvi) the amount, if any, of Additional Balances created
      during the related Collection Period;

                  (xvii) whether the Managed Amortization Period has ended and
      the Rapid Amortization Period has begun;

                  (xviii) the Pool I Specified Overcollateralization Amount and
      the Pool II Specified Overcollateralization Amount; and

                  (xix) the Pool I Overcollateralization Amount and the Pool II
      Overcollateralization Amount, in each case after giving effect to payments
      on such Payment Date.


                                       41
<PAGE>

            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 Note with a $1,000 denomination.

            The Indenture Trustee will make the reports referred to in this
Section (and, at its option, any additional files containing the same
information in an alternative format) available each month to Noteholders, the
Insurer, the Sponsor and the Servicer via the Indenture Trustee's internet
website, which is presently located at [Indenture Trustee's Website Address].
Any such persons that are unable to use this website are entitled to have a
paper copy of such information mailed to them via first class mail by calling
the Indenture Trustee at [Indenture Trustee's Telephone Number]. The Indenture
Trustee shall have the right to change the manner in which the reports referred
to in this Section are distributed in order to make such distribution more
convenient and/or more accessible to the Noteholders, the Insurer, the Sponsor
and the Servicer. The Indenture Trustee will provide timely and adequate
notification to all such parties regarding any such change to the method of
distribution of the reports.

            Each report provided to the Insurer (either via the Indenture
Trustee's website or a paper copy) pursuant to this Section 8.8 shall
additionally report: (a) the total amount of funds received as Insured Payments
for such Payment Date, separately stating the portions used to pay principal and
interest components of the Deficiency Amounts; (b) the cumulative Insured
Payments made by the Insurer through such Payment Date; and (c) other
information as the Insurer 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 Indenture Trustee
the information set forth in clauses (i) and (ii) above aggregated for such
calendar year. Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Servicer or a Note Paying Agent pursuant to any requirements of
the Code.

            SECTION 8.9. Rights of Noteholders and Residual Certificateholders.
The 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 Indenture; the
Residual Certificates shall represent a beneficial interest in the Trust (other
than the Reserve Fund and the Policy).

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


                                       42
<PAGE>

the accuracy and validity of any certificate or other instrument delivered to
the Indenture Trustee in connection with any such action.

                                   ARTICLE IX

                             Supplemental Indentures

            SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

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

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

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


                                       43
<PAGE>

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

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

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

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

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

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

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


                                       44
<PAGE>

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

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

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

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

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

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

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

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

            SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed


                                       45
<PAGE>

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

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

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

                                    ARTICLE X

                               Redemption of Notes

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

            SECTION 10.2. Surrender of Notes.

            (a) Notice of any termination, specifying the Payment Date (which
shall be a date that would otherwise be a Payment Date) upon which the
Noteholders may surrender their Notes to the Indenture Trustee for payment of
the final distribution and cancellation, shall be given promptly by the
Indenture Trustee (upon receipt of written directions from the Sponsor, if the
Sponsor is exercising its right to transfer of the Mortgage Loans, given not
later than the first day of the month preceding the month of such final
distribution) to the Insurer and to the Servicer and by letter to Noteholders
mailed not earlier than the 15th day and not later than the


                                       46
<PAGE>

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

            (b) Upon presentation and surrender of the Notes, the Indenture
Trustee shall cause to be distributed to the Holders of Notes on the Payment
Date for such final distribution, in proportion to the Percentage Interests of
their respective Notes and to the extent that funds are available for such
purpose, an amount equal to (i) if such final distribution is not being made
pursuant to the transfer to the Sponsor pursuant to Section 7.01(a)(B)(i) of the
Sale and Servicing Agreement, the amount required to be distributed to
Noteholders pursuant to Section 5.01 of the Sale and Servicing Agreement for
such Payment Date and (ii) if such final distribution is being made pursuant to
such retransfer, the amount specified in Section 7.01(a)(B)(i) of the Sale
Servicing Agreement. The distribution on such final Payment Date pursuant to a
retransfer pursuant to Section 7.01(a)(B)(i) of the Sale and Servicing Agreement
shall be in lieu of the distribution otherwise required to be made on such
Payment Date in respect of the Notes. On the final Payment Date prior to having
made the distributions called for above, the Indenture Trustee shall, based upon
the information set forth in the Servicing Note for such Payment Date, withdraw
from the Collection Account and remit to the Insurer the lesser of (x) the
amount available for distribution on such final Payment Date, net of any portion
thereof necessary to pay the amounts described in clauses (i) and (ii) above and
(y) the unpaid amounts due and owing to the Insurer for unpaid premiums and
unreimbursed draws on the Policy and all other amounts due and owing to the
Insurer pursuant to the Insurance Agreement, together with interest thereon as
provided under the Insurance Agreement.

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


                                       47
<PAGE>

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

            All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

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

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

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

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

                                   ARTICLE XI

                                  Miscellaneous

            SECTION 11.1. Compliance Certificates and Opinions, etc. Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee and to the Insurer if the application or request is made to the
Indenture Trustee (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section, except that, in the case of any such application or request as to


                                       48
<PAGE>

which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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

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

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

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

            Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a


                                       49
<PAGE>

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

            SECTION 11.3. Acts of Noteholders.

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

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

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

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

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

            (a) The Indenture Trustee by any Noteholder or by the Issuer shall
be sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed first-class and shall be deemed to have been duly
given upon receipt to the Indenture Trustee at its Corporate Trust Office and
any notice delivered by facsimile shall be addressed to the Corporate Trust
Office, telecopy number (714) 247-6009, or

            (b) The Issuer by the Indenture Trustee or by any Noteholder shall
be sufficient for every purpose hereunder if personally delivered, delivered by
facsimile or overnight courier or mailed first class, and shall deemed to have
been duly given upon receipt to


                                       50
<PAGE>

the Issuer addressed to: GreenPoint Home Equity Loan Trust 200_-_, in care of
[Owner Trustee], [Owner Trustee's Address], or at any other address previously
furnished in writing to the Indenture Trustee by Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

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

            To the Insurer:    [Insurer]
                               [Insurer's Address]

            Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, delivered by overnight courier or first class or via facsimile to (i)
in the case of [First Rating Agency], at the following address: [First Rating
Agency's Address] and (ii) in the case of [Second Rating Agency], at the
following address: [Second Rating Agency's Address]; or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

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

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

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

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

            SECTION 11.6. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the


                                       51
<PAGE>

Indenture Trustee or any Note Paying Agent to such Holder, that is different
from the methods provided for in this Indenture for such payments or notices,
provided that such methods are reasonable and consented to by the Indenture
Trustee (which consent shall not be unreasonably withheld). The Issuer will
furnish to the Indenture Trustee a copy of each such agreement and the Indenture
Trustee will cause payments to be made and notices to be given in accordance
with such agreements.

            SECTION 11.7. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this indenture by any of the provisions of the 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 Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

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

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

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

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

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

            SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE


                                       52
<PAGE>

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

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

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

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

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

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


                                       53
<PAGE>

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

            SECTION 11.19. Limitation of Liability. It is expressly understood
and agreed by the parties hereto that (a) this Indenture is executed and
delivered by [Owner Trustee], 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 [Owner
Trustee] 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
[Owner Trustee] individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties to this Indenture and by any person claiming by,
through or under them and (d) under no circumstances shall [Owner Trustee] be
personally liable for the payment of any indebtedness or expenses of the Issuer
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaking by the Issuer under this Indenture or
any related documents.

                                   ARTICLE XII

                            Rapid Amortization Events

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

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

            (b) any representation or warranty made by the Issuer, the Sponsor
or the Servicer, as the case may be, in this Indenture, the Sale and Servicing
Agreement or the Insurance Agreement shall prove to have been incorrect in any
material respect when made, as a result of which the interests of the
Noteholders or the Insurer are materially and adversely


                                       54
<PAGE>

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

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

            In the case of any event described above in clauses (a) through (e)
above, a Rapid Amortization Event with respect to a Class of Notes will be
deemed to have occurred only if, after the applicable grace period, if any,
described herein or in the Sale and Servicing Agreement


                                       55
<PAGE>

either (i) Holders holding Notes evidencing more than 50% of the Outstanding
Amount of such Class of Notes, with the prior written consent of the Insurer, or
(ii) the Insurer, by written notice to the Issuer, the Sponsor, the Servicer and
the Indenture Trustee, declares that a Rapid Amortization Event has occurred
with respect to such Class as of the date of such notice, or in the case of any
event described in clause (f), the Indenture Trustee or Holders holding Notes
evidencing more than 50% of the Outstanding Amount of such Class of Notes by
such written notice declare that a Rapid Amortization Event has occurred with
respect to such Class as of the date of such notice. Following the occurrence of
a Rapid Amortization Event described in clauses (a) through (e) the Insurer (so
long as there is no continuing Insurer Default) shall have the right to direct
the Indenture Trustee to sell the related Pool of Mortgage Loans. Following the
occurrence of a Rapid Amortization Event described in clause (f), the Holders
holding Notes evidencing more than 50% of the Outstanding Amount of such Class
of Notes shall have the right to so direct the Indenture Trustee. If the Insurer
has directed such sale, the Policy will cover any amounts by which such
remaining net proceeds are insufficient to pay the related Note Principal
Balance of such Class of Notes, together with all accrued and unpaid interest
thereon.

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


                                       56
<PAGE>

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

                              GREENPOINT HOME EQUITY LOAN TRUST 200_-_

                              By: [OWNER TRUSTEE],
                                not in its individual capacity but
                                solely as Owner Trustee

                              By: ____________________________________________
                              Name:
                              Title:


                              [INDENTURE TRUSTEE],
                                not in its individual capacity but
                                solely as Indenture Trustee

                              By: ____________________________________________
                              Name:
                              Title:

Acknowledged and Agreed:

GREENPOINT MORTGAGE SECURITIES INC.

By: ____________________________
    Name:
    Title:


<PAGE>

                             ANNEX A - DEFINED TERMS

                  Accelerated Principal Payment: With respect to any Payment
Date and each Pool, a payment received as a payment of principal by the
Noteholders of the related Class of Notes, for the purpose of increasing the
related Overcollateralization Amount, and to be paid from the Excess Cashflow
with respect to the related Pool, and equal to (i) for any Payment Date through
and including the Spread Holiday Termination Date, the lesser of (x) __% of the
related Excess Cashflow and (y) the Overcollateralization Deficiency Amount for
the related Pool and (ii) on each succeeding Payment Date, the lesser of (x) the
amount of the related 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 Indenture.

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

                  Additional Balance Contributed Amount: As to any Payment Date,
the difference, if any, between (a) the aggregate excess, if any, for all prior
Payment Dates of (i) the aggregate principal amount of all Additional Balances
created during the Collection Period relating to each such Payment Date over
(ii) the amounts received by the Sponsor on such Payment Date pursuant to
Section 3.03(iv) of the Sale and Servicing Agreement, minus (b) the aggregate
Additional Balance Contributed Amounts paid to the Sponsor on all prior Payment
Dates pursuant to Section 8.7(c)(iv) of the Indenture.

                  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 Indenture
Trustee, which assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction.

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


<PAGE>

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

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

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

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

                  Capitalized Interest Shortfall: Has the meaning specified in
Section 8.05(b) of the Indenture.

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

                  Class: Each respective class of Notes.

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

                                       2
<PAGE>

                  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 Notes over
the Net Available Distribution Amount related to the Class A-1 Notes for such
Payment Date.

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

                  Class A-1 Interest Payment Amount: With respect to any Payment
Date, the product of (x) the Class A-1 Note Rate applicable to such Payment
Date, (y) the Class A-1 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-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 Note: Any Note designated as a "Class A-1 Home
Equity Loan Asset-Backed Note" on the face thereof in substantially the form of
Exhibit A-1 to the Indenture.

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

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

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

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

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

                                       3
<PAGE>

                  Class A-1 Reimbursement Amount: As of any Payment Date, the
sum of (x)(i) all Insured Payments made pursuant to the Policy by the Insurer
and in each case not previously repaid to the Insurer pursuant to Section
8.7(c)(vii) of the Indenture, plus (ii) interest accrued on each such payment
made pursuant to the Policy not previously repaid calculated at the Late Payment
Rate from the date the Indenture 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.

                  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 ____% per annum and (y)
for any Payment Date thereafter, LIBOR plus ____% per annum and (ii) ____%.

                  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 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 Indenture.

                  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.

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

                                       4
<PAGE>

                  Class A-2 Noteholder: 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 Indenture or Section 7.01 of the Sale
and Servicing Agreement.

                  Class A-2 Principal Payment Amount: On any Payment Date, the
excess, if any, 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(c)(vii) of the Indenture, plus (ii) interest accrued on each such payment
made pursuant to the Policy not previously repaid calculated at the Late Payment
Rate from the date the Indenture 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: __________, 200_.

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

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

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

                  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 application for the related credit line (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 are secured by the same
Mortgaged Property and the denominator of which is (C) the Appraised Value of
the related Mortgaged Property as set forth in the Mortgage File as of the date
of the appraisal or on such subsequent date, if any, or (D) in the case of a
Mortgaged Property purchased within one year of the date of execution of the
related Credit Line Agreement, the lesser of (x) the Appraised Value of the
related Mortgaged Property as set forth in the loan files as of the date of the
appraisal and (y) the purchase price of such Mortgaged Property 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 application for the Closed-End Mortgage Loan) and the
denominator of which is (C) the Appraised Value of the related Mortgaged
Property as set forth in the Mortgage File as of the date of the appraisal or
(D) in the case of a Mortgaged Property purchased within one year of the
origination of the related Closed-End Mortgage Loan, the lesser of (x) the
Appraised Value of the related Mortgaged Property as set forth in the Mortgage
Files as of the date of the appraisal and (y) the purchase price of such
Mortgaged Property.

                  Company: GreenPoint Mortgage Funding, Inc. or any successor
thereto.

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

                  Corporate Trust Office: With respect to (i) the Indenture
Trustee, the principal corporate trust office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which
office at date of the execution of the Indenture is located at c/o [Indenture
Trustee's Address] (for the purposes of surrendering Notes pursuant to Section
3.2 of the Indenture, such office is located at [Indenture Trustee's Alternate
Address]) and (ii) the Owner Trustee, the principal corporate trust office of
the Owner Trustee located at [Owner Trustee's Address], or at such other address
as the Owner Trustee may designate by notice to the Noteholders 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 Noteholders and the
Sponsor).

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

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

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

                                       6
<PAGE>

                  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 creditworthiness.

                  Crossover Amount: As defined in Section 8.7(c)(ix) of the
Indenture.

                  Cut-Off Date: For any Mortgage Loan, the close of business on
the latest of (i) __________, 200_, (ii) the date of origination of such
Mortgage Loan or (iii) the date of addition or substitution of such Mortgage
Loan into a Pool.

                  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 Notes: As defined in Section 2.11 of the Indenture.

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

                  Demand Note: The demand note issued by GreenPoint Bank, a New
York State chartered savings bank, to the Insurer on __________, 200_.

                  Demand Note Draw Amount: As defined in Section 8.5 of the
Indenture.

                  Demand Note Reserve Account: As defined in Section 8.5 of the
Indenture.

                  Demand Note Reserve Account Deposit Amount: An amount equal to
the sum of (i) (A) the dollar amount of cash deposited in the Demand Note
Reserve Account pursuant to Section 8.5 of the Indenture multiplied by (B) ____,
plus (ii) (A) the dollar amount of U.S. Treasury debt obligations having a
maturity of less than one year deposited in the Demand Note Reserve Account
pursuant to Section 8.5 of the Indenture multiplied by (B) ____, plus (iii) (A)
the dollar amount of U.S. Treasury debt obligations having a maturity of more
than one year but less than five years deposited in the Demand Note Reserve
Account pursuant to Section 8.5 of the Indenture multiplied by (B) ____, plus
(iv) (A) the dollar amount of U.S. Treasury debt obligations having a maturity
of more than five years but less than ten years deposited in the Demand Note
Reserve Account pursuant to Section 8.5 of the Indenture multiplied by (B) ____.

                                       7
<PAGE>

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

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

                  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 and the Indenture 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 AA- 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
Indenture Trustee in its fiduciary capacity or (iv) otherwise acceptable to each
Rating Agency and the Insurer as evidenced by a letter from each Rating Agency
and the Insurer to the Indenture Trustee, without reduction or withdrawal of
their then current ratings of the Class A Notes without regard to the Policy.

                                       8
<PAGE>

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

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

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

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

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

                           (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 Notes by each
         Rating Agency without regard to the Policy; and

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

                                       9
<PAGE>

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 (x) 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 and (y) all Eligible Investments
shall mature no later than the next Payment Date.

                  Eligible Substitute Mortgage Loan: A Mortgage Loan substituted
by the Sponsor, with the consent of the Insurer, for a Defective Mortgage Loan
which must, on the date of such substitution, (i) have an outstanding Principal
Balance (or, in the case of a substitution of more than one Mortgage Loan for a
Defective Mortgage Loan, an aggregate Principal Balance), equal to or less than
the Principal Balance of the Defective Mortgage Loan as of the applicable
Cut-Off Date; (ii) except for HELOC Mortgage Loans still in their teaser period,
have a Loan Rate not less than the Loan Rate of the Defective Mortgage Loan and
not more than ____% 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 ___ 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 ___ months earlier and not more than ___ 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 ___%.

                  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(c) of the
Indenture with respect to such Pool and such Payment Date.

                                       10
<PAGE>

                  Excess Interest: As to any Payment Date and any Pool, the
difference between (a) Interest Collections on the related Pool with respect to
such Payment Date, minus (b) the sum of (i) the related Trustee Fee, (ii) the
related Premium Amount and (iii) the related Interest Payment Amount for the
related Class of Class A Notes with respect to such Payment Date.

                  Excess Spread Step-Up Amount: With respect to Pool I and Pool
II, (I) as of any Payment Date on which the Three Month Rolling Average Net
Excess Spread Amount is greater than ___%, zero; (II) as of any Payment Date on
which the Three Month Rolling Average Net Excess Spread Amount is ___% or less,
(a) prior to the 31st Payment Date, ___% of the related Pool Balance of the
Closing Date or (b) on or after the 31st Payment Date, ___% of the
then-outstanding related Pool Balance; or (III) as of any Payment Date on which
the Three Month Rolling Average Net Excess Spread Amount is ___% or less, (a)
prior to the 31st Payment Date, ___% of the related Pool Balance of the Closing
Date or (b) on or after the 31st Payment Date, ___% of the then-outstanding
related Pool Balance.

                  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 Notes, the
Payment Date in __________ 20__ and for the Class A-2 Notes, the Payment Date in
__________ 20__, in each case whereby the related Noteholders shall be entitled
to receive a payment of principal in an amount equal to the respective
outstanding Note 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 Balance (plus accrued and unpaid
interest thereon at the applicable Loan Rate from the date interest was last
paid through the last day in the related Collection Period) of such Liquidated
Mortgage Loan immediately prior to the final recovery of its Liquidation
Proceeds.

                  GAAP: Generally accepted accounting principles, consistently
applied.

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

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

                  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.

                                       11
<PAGE>

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

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

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

                  Indemnification Agreement: The Indemnification Agreement,
dated as of __________, 200_, by and among the Insurer and [Underwriter], as
underwriter.

                  Indenture: The Indenture, dated as of __________, 200_, by and
between the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

                  Indenture Trustee: [Indenture Trustee], a [State, type of
entity], not in its individual capacity but as trustee under the Indenture, or
any successor trustee under the Indenture.

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

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

                                       12
<PAGE>

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

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

                  Initial Pool I Balance: $__________.

                  Initial Pool II Balance: $__________.

                  Insurance Agreement: The Insurance and Indemnity Agreement,
dated as of __________, 200_, by and among the Insurer, the Servicer, the
Sponsor and the Indenture Trustee.

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

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

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

                  Insured Payment Date: With respect to each Class of Class A
Notes, will be the date on which the Demand Note matures.

                  Insurer: [Insurer], a [State] domiciled stock insurance
corporation.

                  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.

                                       13
<PAGE>

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

                  Interest Accrual Period: With respect to any Payment Date, the
period from and including the prior Payment Date (or, in the case of the
__________, 200_ Payment Date, from and including the Closing Date) to, but
excluding, the current Payment Date, with interest being computed on the basis
of the actual number of days in such Interest Accrual Period and a 360-day year.

                  Interest Collections: With respect to each Pool and for any
Payment Date, the sum of all payments by or on behalf of Mortgagors and any
other amounts constituting interest, including the portion of Net Liquidation
Proceeds and Insurance Proceeds allocated to interest pursuant to the terms of
the related Loan Agreement (net of the applicable servicing fees and excluding
the fees or late charges or similar administrative fees paid by Mortgagors),
during the related Collection Period, 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 200_-_, a
Delaware business trust, until a successor replaces it and, thereafter, such
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 Indenture Trustee.

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

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

                                       14
<PAGE>

                  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 ___% and (ii) the then applicable highest rate of interest
on the related 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 Indenture 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 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 Indenture 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
Indenture Trustee (after consultation with the Insurer) 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
Indenture Trustee.

                  Liquidated Mortgage Loan: As to any Payment Date, any Mortgage
Loan in respect of which the Servicer has determined, in accordance with the
servicing procedures specified 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.

                                       15
<PAGE>

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

                  Liquidation 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 2.03 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
Notes, the period commencing on the Closing Date and ending on the earlier to
occur of (x) the __________, 200_ Payment Date and (y) the Payment Date which
immediately precedes the occurrence of a Rapid Amortization Event with respect
to such Class of Notes.

                                       16
<PAGE>

                  Management Agreement: The Management Agreement, dated as of
__________, 200_, by and between the Company and the Issuer.

                  Management Fee: $____ per month.

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

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

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

                  Moody's: Moody's Investors Service, Inc., 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 Indenture 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 or 2.05 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."

                                       17
<PAGE>

                  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.

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

                  Net Excess Spread Amount: With respect to each Pool separately
and with respect to any Payment Date, the fraction, expressed as a percentage,
equal to (x) (i) 12 multiplied by (ii) the sum of the Available Funds with
respect to the related Pool for the related 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(c) of the Indenture with respect to
such Pool and such Payment Date over (y) the related Pool Balance as of 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 Note Principal Balance of the related Class of Notes
and the denominator of which is the related Pool Balance) and the Trustee Fee
Rate.

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

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

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

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

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

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

                                       18
<PAGE>

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

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

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

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

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

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

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

                  Original Class A-1 Note Principal Balance:  $__________.

                  Original Class A-2 Note Principal Balance: $__________.

                  Original Pool Balance: $__________. Outstanding: As of the
date of determination, all Notes theretofore authenticated and delivered under
the Indenture except:

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

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

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

                                       19
<PAGE>

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

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

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

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

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

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

                  Owner Trustee: [Owner Trustee], a [State, type of entity], 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.

                                       20
<PAGE>

                  Percentage Interest: As to any Note, the percentage obtained
by dividing the principal denomination of such Note by the aggregate of the
principal denominations of all Notes 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. __________
with respect to the Class A Notes, dated __________, 200_, issued by the Insurer
to the Indenture Trustee for the benefit of the Noteholders.

                  Pool: Pool I or Pool II.

                  Pool Balance: With respect to any date, the Pool I Balance or
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 Note Principal Balance as of each Payment
Date (after giving effect to any distribution of principal on such Payment Date)
as a proportion of the Original Note Principal Balance for the related Class. On
the Closing Date, the Pool Factor for each Pool will be 1.0000000. Thereafter,
the Pool Factor shall decline to reflect reductions in the related Note
Principal Balance resulting from distributions of principal to the related
Notes.

                  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
Indenture, 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(c)
of the Indenture 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.

                                       21
<PAGE>

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

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

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

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

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

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

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

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

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

                  Pool I Specified Overcollateralization Amount: With respect to
any Payment Date, the amount equal to the greater of: (I) the sum of (a) ____%
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 (b)(i) prior to the 31st Payment Date, ____% of the Initial Pool I
Balance and (ii) on or after the 31st Payment Date, ____% of the Pool I Balance
as of the current Payment Date; or (II) the related Excess Spread Step-Up
Amount, if any; provided, however, that no reduction in clause (b)(ii) shall
occur unless the Six Month Rolling Pool Delinquency Rate for Pool I is less than
____%. Notwithstanding the foregoing (a) such Pool I Specified
Overcollateralization Amount may also be decreased with the consent of the
Insurer and (b) in no case will the Pool I Specified Overcollateralization
Amount be less than ____% of the Initial Pool I Balance.

                                       22
<PAGE>

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

                  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
Indenture, 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(c)
of the Indenture 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 Indenture.

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

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

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

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

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

                                       23
<PAGE>

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

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

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

                  Pool II Specified Overcollateralization Amount: With respect
to any Payment Date, the amount equal to the greater of: (I) the sum of (a)
____% 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 (b)(i) prior to the 31st Payment Date, ____% of the
Initial Pool II Balance and (ii) on or after the 31st Payment Date, ____% of the
Pool II Balance as of the current Payment Date; or (II) the related Excess
Spread Step-Up Amount, if any; provided, however, that no reduction in clause
(b)(ii) shall occur unless the Six Month Rolling Pool Delinquency Rate for Pool
II is less than ____%. Notwithstanding the foregoing (a) such Pool II Specified
Overcollateralization Amount may also be decreased with the consent of the
Insurer and (b) in no case will the Pool II Specified Overcollateralization
Amount be less than ____% of the Initial Pool II Balance.

                  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
(iii), (vi) and (vii) of Section 8.7(c) of the Indenture 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.

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

                  Preference Amount: As defined in the Policy.

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

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

                  Premium Percentage: As defined in the Insurance Agreement.

                                       24
<PAGE>

                  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 __________, 200_, by and between the Company and the Sponsor with
respect to the Mortgage Loans.

                  Purchased Assets: As defined in Section 2.01 of the Purchase
Agreement.

                  Purchase Price: At least 100% 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 Indenture.

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

                  Rating Agency: Each of [First Rating Agency] and [Second
Rating Agency]. If such agency or a successor is no longer in existence, "Rating
Agency" shall be such statistical credit rating agency, or other comparable
Person, designated by the Sponsor and the Insurer, notice of which designation
shall be given to the Indenture Trustee. References in any Basic Document to the
highest short term unsecured rating category of a Rating Agency shall means ___
or better in the case of [First Rating Agency] and ___ or better in the case of
[Second Rating Agency], 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 "___" in the case of [First Rating Agency] and "___" in
the case of [Second Rating Agency], and in the case of any other Rating Agency,
the rating such other Rating Agency deems equivalent to the foregoing ratings.

                                       25
<PAGE>

                  Realized Losses: For any Pool and any Payment Date will equal
the positive difference between (i) the Principal Balances of all Mortgage Loans
in the related Pool that were liquidated during the related Collection Period
and (ii) the sum (without duplication) of (A) the amounts of principal collected
upon liquidation of such Mortgage Loans and (B) Excess Cashflow with respect to
the related Class and such Payment Date.

                  Record Date: The Business Day immediately preceding the
related Payment Date; provided, however, that following the date on which
Definitive Notes are available, the Record Date for the 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 Notes
pursuant to Section 10.1 of the Indenture, the Payment Date specified by the
Sponsor pursuant to Section 7.01(b) of the Sale and Servicing Agreement.

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

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

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

                  Relief Act Shortfall: Shortfalls in interest collections
resulting from the application of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended.

                  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 any Class of Class A Notes (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 on or after the related Insured
Payment Date and (b) on the related Final Scheduled Payment Date, the sum of (i)
the related Interest Payment Amount and (ii) the related Note Principal Balance.

                                       26
<PAGE>

                  Reserve Fund: That account designated as the "Reserve Fund"
that is created and maintained for the benefit of the Noteholders and the
Insurer pursuant to Section 8.3 of the Indenture.

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

                  Residual Certificateholder: Holder of the Residual
Certificate.

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

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

                  Sale and Servicing Agreement: The Sale and Servicing
Agreement, dated as of __________, 200_, by and among the Issuer, the Sponsor,
the Servicer and the Indenture Trustee, as the same may be amended or
supplemented from time to time.

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

                  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 the Servicing Fee Rate 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: ____% per annum.

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

                  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.

                                       27
<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 Holiday Termination Date: With respect to each Class of
Notes, the eighteenth 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 and (iii) the date on which the
Indenture Trustee shall have received payment and performance of all Trustee
Issuer Secured Obligations.

                  Three Month Rolling Average Net Excess Spread Amount: With
respect to each Pool, as of any Payment Date beginning with the third Payment
Date, a number equal to the average of the related Net Excess Spread Amounts for
each of the three immediately preceding Payment Dates.

                  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.

                  Trust Agreement: The Trust Agreement, dated as of __________,
200_, 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 Fee: A fee which is separately agreed to between the
Servicer and the Indenture Trustee.

                                       28
<PAGE>

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

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

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


                                       29





<PAGE>

                                                                     EXHIBIT A-1

                                 [Form of Note]

             GREENPOINT HOME EQUITY LOAN TRUST 200_-_ CLASS A-1 NOTE

REGISTERED                                                           $__________

No. A-1-1                                                   CUSIP NO. __________

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

<PAGE>

                    GREENPOINT HOME EQUITY LOAN TRUST 200_-_

                   CLASS A-1 VARIABLE RATE ASSET BACKED NOTES

            GreenPoint Home Equity Loan Trust 200_-_, 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 __________ DOLLARS ($__________), such
amount payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $__________ and the
denominator of which is $__________ by (ii) the aggregate amount, if any,
payable from the Collection Account in respect of principal on the Class A-1
Notes pursuant to Section 8.6 of the Indenture; provided, however, that the
entire unpaid principal amount of this Class A-1 Note shall be due and payable
on the Payment Date in April 2027 (the "Final Scheduled Payment Date"). The
Issuer will pay interest on this Note at the rate per annum provided in the
Indenture on each Payment Date on the principal amount of this Class A-1 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-1
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 __________, 200_. Interest will be computed on
the basis of the actual number of days elapsed in a 360-day year. Such principal
of and interest on this Class A-1 Note shall be paid in the manner specified on
the reverse hereof.

            The principal of and interest on this Class A-1 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-1 Note shall be applied first to
interest due and payable on this Class A-1 Note as provided above and then to
the unpaid principal of this Class A-1 Note.

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

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

            Each Noteholder or Note Owner, by acceptance of this Class A-1 Note
or, in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Class A-1 Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Sponsor, the Servicer, the
Indenture Trustee, or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in


                                     A-1-2
<PAGE>

the Issuer or (iii) any owner, beneficiary, agent, officer, director or employee
of the Sponsor, the Servicer, the Indenture Trustee, or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Sponsor, the Servicer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Sponsor, the Servicer, the Indenture Trustee, or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            Reference is made to the further provisions of this Class A-1 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-1 Note.

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

            This Class A-1 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-1 Variable Rate Asset Backed Notes (herein
called the "Class A-1 Notes"), all issued under an Indenture dated as of
__________, 200_ (such agreement, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and [Indenture Trustee], as Indenture
Trustee (the "Indenture Trustee"), which term includes any successor Indenture
Trustee under the Indenture. Certain rights of Noteholders in the Class A-1
Notes are additionally described in the Trust Agreement dated as of __________,
200_ (such trust agreement, as supplemented or amended is herein called the
"Trust Agreement"), between GreenPoint Mortgage Securities, Inc., as sponsor,
and [Owner Trustee], as Owner Trustee (the "Owner Trustee," which term includes
any successor Owner Trustee under the Trust Agreement).

            All terms used in this Class A-1 Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended. If any such
terms are not defined in the Indenture, 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 Notes and the Class A-2 Notes (together, the "Notes")
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

            Principal of the Class A-1 Notes will be payable on each Payment
Date in an amount described in the Indenture. "Payment Date" means the fifteenth
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing __________, 200_. The term "Payment Date,"
shall be deemed to include the Final Scheduled Payment Date.


                                     A-1-3
<PAGE>

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

            Payments of interest on this Class A-1 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-1 Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Class A-1 Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that with respect to Class A-1 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 Note Register as of the applicable Record Date without requiring
that this Note be submitted for notation of payment. Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) effected by
any payments made on any Payment Date shall be binding upon all future Holders
of this Class A-1 Note and of any Class A-1 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Class A-1
Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf
of the Issuer, will notify the Person who was the Holder hereof as of the Record
Date preceding such Payment Date by notice mailed prior to such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class A-1 Note at the office designated by the Indenture
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-1 Interest Rate to the extent lawful.

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

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-1 Note may be registered on the Note
Register upon surrender of this


                                     A-1-4
<PAGE>

Class A-1 Note for registration of transfer at the office or agency designated
by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar which requirements include membership or
participation in Notes 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 Indenture Trustee may require,
and thereupon one or more new Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Class A-1 Note, but the transferor may be required to pay a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any such registration of transfer or exchange.

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

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

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


                                     A-1-5
<PAGE>

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

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

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

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

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

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Trust Agreement, the Indenture or the Basic Documents, neither
[Owner Trustee] in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and indemnifications
have been made by the Issuer for the sole purposes of binding the interests of
the Issuer in the assets of the Issuer. The Holder of this Note by the
acceptance hereof agrees that except as expressly provided in the Indenture or
the Basic Documents in the case of a Rapid Amortization Event with respect to
the Class A-1 Notes under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                     A-1-6
<PAGE>

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

Date: __________, 200_         GREENPOINT HOME EQUITY LOAN TRUST 200_-_

                               By: [Owner Trustee], not in its individual
                                   capacity but solely as Owner Trustee


                               By: ____________________________________________
                                   Name:
                                   Title:


                                     A-1-7
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: __________, 200_         [INDENTURE TRUSTEE], not in its individual
                               capacity but solely as Indenture Trustee


                               By: ____________________________________________
                                               Authorized Signatory


                                     A-1-8
<PAGE>

                                                                     EXHIBIT A-2

                                 [Form of Note]

             GREENPOINT HOME EQUITY LOAN TRUST 200_-_ CLASS A-2 NOTE

REGISTERED                                                           $__________

No. A-2-1                                                   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 200_-_

                   CLASS A-2 VARIABLE RATE ASSET BACKED NOTES

            GreenPoint Home Equity Loan Trust 200_-_, 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 __________ DOLLARS ($__________), 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 Indenture; provided, however, that the
entire unpaid principal amount of this Class A-2 Note shall be due and payable
on the Payment Date in April 2027 (the "Final Scheduled Payment Date"). The
Issuer will pay interest on this Note at the rate per annum provided in the
Indenture on each Payment Date on the principal amount of this 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 __________, 200_. 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 Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by [Insurer] (the "Insurer"), pursuant to
which the Insurer has unconditionally guaranteed payments of the Insured
Payments with respect to the Class A-2 Notes on each Payment Date, all as more
fully set forth in the Indenture.

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

            Each Noteholder or Note Owner, by acceptance of this Class A-2 Note
or, in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Class A-2 Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Sponsor, the Servicer, the
Indenture Trustee, or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in


                                     A-2-2
<PAGE>

the Issuer or (iii) any owner, beneficiary, agent, officer, director or employee
of the Sponsor, the Servicer, the Indenture Trustee, or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Sponsor, the Servicer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Sponsor, the Servicer, the Indenture Trustee, or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            Reference is made to the further provisions of this 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 Indenture Trustee whose name appears below by manual signature, this Class
A-2 Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.

            This Class A-2 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-2 Variable Rate Asset Backed Notes (herein
called the "Class A-2 Notes"), all issued under an Indenture dated as of
__________, 200_ (such agreement, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and [Indenture Trustee], as Indenture
Trustee (the "Indenture Trustee"), which term includes any successor Indenture
Trustee under the Indenture. Certain rights of Noteholders in the Class A-2
Notes are additionally described in the Trust Agreement dated as of __________,
200_ (such trust agreement, as supplemented or amended is herein called the
"Trust Agreement"), between GreenPoint Mortgage Securities, Inc., as sponsor,
and [Owner Trustee], 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
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended. If any such
terms are not defined in the Indenture, 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 Notes and the Class A-2 Notes (together, the "Notes")
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

            Principal of the Class A-2 Notes will be payable on each Payment
Date in an amount described in the Indenture. "Payment Date" means the fifteenth
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing __________, 200_. The term "Payment Date,"
shall be deemed to include the Final Scheduled Payment Date.


                                     A-2-3
<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 Indenture.
Notwithstanding the foregoing, on the date on which a Rapid Amortization Period
as described in Section 5.1(a) shall have occurred and be continuing and the
Indenture Trustee or the Holders representing more than 50% of the Outstanding
Amount of the Class A-2 Notes, with the prior written consent of the Insurer (so
long as there is no continuing Insurer Default) shall have the right among
others to direct the Indenture Trustee to sell or liquidate the Pool II Mortgage
Loans as provided in Section 12.1 of the Indenture and pay such amounts to the
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 Notes) on the Note 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 Note Register as of the applicable Record Date without requiring
that this Note be submitted for notation of payment. Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) effected by
any payments made on any Payment Date shall be binding upon all future Holders
of this 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 Indenture, for
payment in full of the then remaining unpaid principal amount of this Class A-2
Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf
of the Issuer, will notify the Person who was the Holder hereof as of the Record
Date preceding such Payment Date by notice mailed prior to such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class A-2 Note at the office designated by the Indenture
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 Indenture, the Class A-2 Notes may be redeemed
pursuant to Section 10.1 of the Indenture, in whole, but not in part, at the
option of the Sponsor (with the consent of the Insurer under certain
circumstances), on any Payment Date after the Payment Date on which the Class
A-2 Note Principal Balance is less than or equal to ___% of the Original Class
A-2 Note Principal Balance, after taking into account all distributions made on
such Payment Date.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Class A-2 Note may be registered on the Note
Register upon surrender of this


                                     A-2-4
<PAGE>

Class A-2 Note for registration of transfer at the office or agency designated
by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar which requirements include membership or
participation in Notes 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 Indenture Trustee may require,
and thereupon one or more new Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this 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 Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Sponsor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any owner, beneficiary, agent,
officer, director or employee of the Sponsor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Sponsor, the Servicer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Sponsor, the
Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

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

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


                                     A-2-5
<PAGE>

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

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

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

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

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

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Trust Agreement, the Indenture or the Basic Documents, neither
[Owner Trustee] in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and indemnifications
have been made by the Issuer for the sole purposes of binding the interests of
the Issuer in the assets of the Issuer. The Holder of this Note by the
acceptance hereof agrees that except as expressly provided in the Indenture or
the Basic Documents in the case of a Rapid Amortization Event with respect to
the Class A-2 Notes under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                     A-2-6
<PAGE>

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

Date: __________, 200_         GREENPOINT HOME EQUITY LOAN TRUST 200_-_

                               By: [Owner Trustee], not in its individual
                                   capacity but solely as Owner Trustee


                               By: ____________________________________________
                                   Name:
                                   Title:


                                     A-2-7
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: __________, 200_         [INDENTURE TRUSTEE], not in its individual
                               capacity but solely as Indenture Trustee

                               By: ____________________________________________
                                               Authorized Signatory


                                     A-2-8