Exhibit 4.1

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                                    INDENTURE

                                     between

                   GREENPOINT MORTGAGE FUNDING TRUST 2005-HE1,
                                     Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                Indenture Trustee

                           Dated as of March 30, 2005



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                                TABLE OF CONTENTS

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                                                                                           PAGE
                                                                                           ----

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>             <C>                                                                         <C>
Section 1.01.   Definitions..................................................................3
Section 1.02.   Incorporation by Reference of Trust Indenture Act............................3
Section 1.03.   Rules of Construction........................................................3

                                   ARTICLE II
                                    THE NOTES

Section 2.01.   Form.........................................................................5
Section 2.02.   Execution, Authentication and Delivery.......................................5
Section 2.03.   Limitations on Transfer of Certain Notes.....................................6
Section 2.04.   Registration; Registration of Transfer and Exchange..........................8
Section 2.05.   Mutilated, Destroyed, Lost or Stolen Notes...................................9
Section 2.06.   Persons Deemed Owners.......................................................10
Section 2.07.   Payment of Principal and Interest...........................................10
Section 2.08.   Cancellation................................................................10
Section 2.09.   Release of Collateral.......................................................11
Section 2.10.   Book-Entry Notes............................................................11
Section 2.11.   Notices to Clearing Agency..................................................12
Section 2.12.   Definitive Notes............................................................12
Section 2.13.   Tax Treatment...............................................................13

                                   ARTICLE III
                                    COVENANTS

Section 3.01.   Payment of Principal and Interest...........................................14
Section 3.02.   Maintenance of Office or Agency.............................................14
Section 3.03.   Money for Payments to be Held in Trust......................................14
Section 3.04.   Existence...................................................................15
Section 3.05.   Protection of Collateral....................................................16
Section 3.06.   Opinions as to Collateral...................................................16
Section 3.07.   Performance of Obligations; Servicing of the Assistance Loans...............16
Section 3.08.   Negative Covenants..........................................................18
Section 3.09.   No Other Business...........................................................18
Section 3.10.   No Borrowing................................................................18
Section 3.11.   Guarantees, Loans, Advances and Other Liabilities...........................18
Section 3.12.   Capital Expenditures........................................................19
Section 3.13.   Restricted Payments.........................................................19
Section 3.14.   Notice of Event of Default or Events of Servicing Termination...............19
Section 3.15.   Further Instruments and Acts................................................19
Section 3.16.   Covenants of the Issuer.....................................................19
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                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

<S>             <C>                                                                         <C>
Section 4.01.   Satisfaction and Discharge of Indenture.....................................21
Section 4.02.   Application of Trust Money..................................................22
Section 4.03.   Repayment of Moneys Held by Paying Agent....................................22

                                    ARTICLE V
                                    REMEDIES

Section 5.01.   Remedies....................................................................23
Section 5.02.   Acceleration of Maturity; Rescission and Annulment..........................23
Section 5.03.   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee...23
Section 5.04.   Priorities..................................................................25
Section 5.05.   Optional Preservation of the Trust Estate...................................27
Section 5.06.   Limitation of Suits.........................................................27
Section 5.07.   Unconditional Rights of Noteholders To Receive Principal and Interest.......28
Section 5.08.   Restoration of Rights and Remedies..........................................28
Section 5.09.   Rights and Remedies Cumulative..............................................28
Section 5.10.   Delay or Omission Not a Waiver..............................................28
Section 5.11.   Control by Noteholders......................................................28
Section 5.12.   Waiver of Past Defaults.....................................................29
Section 5.13.   Undertaking for Costs.......................................................29
Section 5.14.   Waiver of Stay or Extension Laws............................................29
Section 5.15.   Sale of Trust Estate........................................................30
Section 5.16.   Action on Notes.............................................................31
Section 5.17.   Performance and Enforcement of Certain Obligations..........................31

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

Section 6.01.   Duties of Indenture Trustee.................................................33
Section 6.02.   Rights of Indenture Trustee.................................................34
Section 6.03.   Individual Rights of Indenture Trustee......................................35
Section 6.04.   Indenture Trustee's Disclaimer..............................................35
Section 6.05.   Notice of Event of Default..................................................36
Section 6.06.   Reports by Indenture Trustee to Holders.....................................36
Section 6.07.   Compensation and Indemnity..................................................36
Section 6.08.   Replacement of Indenture Trustee............................................37
Section 6.09.   Successor Indenture Trustee by Merger.......................................37
Section 6.10.   Appointment of Co-Indenture Trustee or Separate Indenture Trustee...........38
Section 6.11.   Eligibility; Disqualification...............................................39
Section 6.12.   Representations and Warranties..............................................39
Section 6.13.   Preferential Collection of Claims Against Issuer............................40
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                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

<S>             <C>                                                                         <C>
Section 7.01.   Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders......41
Section 7.02.   Preservation of Information; Communications to Noteholders..................41
Section 7.03.   Reports by Issuer...........................................................41
Section 7.04.   Reports by Indenture Trustee................................................42

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.   Collection of Money.........................................................43
Section 8.02.   Trust Accounts and Certificate Account......................................43
Section 8.03.   General Provisions Regarding Accounts.......................................43
Section 8.04.   Release of Collateral.......................................................43

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

Section 9.01.   Supplemental Indentures Without Consent of Noteholders......................45
Section 9.02.   Supplemental Indentures with Consent of Noteholders.........................46
Section 9.03.   Execution of Supplemental Indentures........................................47
Section 9.04.   Effect of Supplemental Indenture............................................48
Section 9.05.   Conformity with Trust Indenture Act.........................................48
Section 9.06.   Reference in Notes to Supplemental Indentures...............................48

                                    ARTICLE X
                               REDEMPTION OF NOTES

Section 10.01.  Redemption..................................................................49
Section 10.02.  Form of Redemption Notice...................................................49
Section 10.03.  Notes Payable on Optional Redemption Date...................................49

                                   ARTICLE XI
                                REMIC PROVISIONS

Section 11.01.  Designation of REMIC Interests..............................................50
Section 11.02.  Payments on REMIC Regular Interests.........................................54
Section 11.03.  Allocation of Realized Losses on the REMIC Regular Interests................55
Section 11.04.  REMIC Administration........................................................57
Section 11.05.  Prohibited Transactions and Activities......................................59
Section 11.06.  Indemnification with Respect to Certain Taxes and Loss of REMIC Status......59
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                                   ARTICLE XII
                                  MISCELLANEOUS

<S>             <C>                                                                         <C>
Section 12.01.  Compliance Certificates and Opinions, etc...................................60
Section 12.02.  Form of Documents Delivered to Indenture Trustee............................60
Section 12.03.  Acts of Noteholders.........................................................61
Section 12.04.  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.............61
Section 12.05.  Notices to Noteholders; Waiver..............................................62
Section 12.06.  Conflict with Trust Indenture Act...........................................63
Section 12.07.  Effect of Headings and Table of Contents....................................63
Section 12.08.  Successors and Assigns......................................................63
Section 12.09.  Severability................................................................63
Section 12.10.  Benefits of Indenture and Consents of Noteholders...........................63
Section 12.11.  Legal Holidays..............................................................63
Section 12.12.  Governing Law...............................................................63
Section 12.13.  Counterparts................................................................63
Section 12.14.  Recording of Indenture......................................................64
Section 12.15.  Trust Obligations...........................................................64
Section 12.16.  No Petition.................................................................64
Section 12.17.  Inspection..................................................................65
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                                    EXHIBITS

EXHIBIT A       Forms of Notes
EXHIBIT B       [Reserved]
EXHIBIT C-1     Form of Transferor Certificate for Transfer of the Class B Notes
EXHIBIT C-2     Form of Transferee Certificate for Transfer of the Class B Notes
EXHIBIT D       Form of ERISA Certification


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         This Indenture (this "Indenture"), dated as of March 30, 2005, is by
and between GREENPOINT MORTGAGE FUNDING TRUST 2005-HE1, a Delaware statutory
trust (the "Issuer"), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national
banking association, as indenture trustee and not in its individual capacity
(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 variable rate Class
A Notes, Mezzanine Notes and Class B 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.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, a security
interest in all of the Issuer's right, title and interest, whether now owned or
hereafter acquired, in and to: (i) the Trust Estate (as defined in the Sale and
Servicing Agreement); (ii) the Issuer's rights and benefits but none of its
obligations under the Sale and Servicing Agreement (including the Issuer's right
to cause the Depositor to repurchase Mortgage Loans from the Issuer under the
circumstances described therein); (iii) the Issuer's rights and benefits but
none of its obligations under the Administration Agreement; (iv) the Trust
Accounts, all amounts and property in the Trust Accounts from time to time, and
the Security Entitlements to all Financial Assets credited to the Trust Accounts
from time to time; (v) all other property of the Issuer from time to time; and
(vi) all present and future claims, demands, causes of action and chooses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes, and to
secure (i) the payment of all amounts due on the Notes in accordance with their
terms, (ii) the payment of all other sums payable under this Indenture with
respect to the Notes, and (iii) compliance with the provisions of this
Indenture, all as provided in this Indenture.

         The Indenture Trustee, as indenture trustee on behalf of the Holders of
the Notes, 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 the Holders of the Notes may be adequately and effectively
protected.



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         Neither the Indenture Trustee nor the Issuer assumes or shall assume
any obligation under any Credit Line Agreement that provides for the funding of
future Draws to the Mortgagor thereunder, and neither the Indenture Trustee nor
the Issuer shall be obligated to fund any such future Draws.




                                       2
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                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. DEFINITIONS. Except as otherwise specified herein or as
the context may otherwise require, the following terms have the respective
meanings set forth in Annex A to the Sale and Servicing Agreement for all
purposes of this Indenture.

         Section 1.02. Incorporation by Reference of Trust Indenture Act.

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

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

         (b)      All other TIA terms used in this Indenture that are defined in
the TIA, defined by TIA reference to another statute or defined by rule of the
Commission have the respective meanings assigned to them by such definitions.

         Section 1.03. 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;

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

                  (vi)     any agreement, instrument or statute defined or
         referred to herein or in any instrument or certificate delivered in
         connection herewith means such agreement, instrument or statute as from
         time to time amended, modified or supplemented and includes (in the
         case of agreements or instruments) references to all attachments
         thereto



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         and instruments incorporated therein; references to a Person are also
         to its permitted successors and assigns;

                  (vii)    terms defined in the UCC and not otherwise defined
         herein shall have the meaning assigned to them in the UCC; and

                  (viii)   "U.S. dollars", "dollars", or the sign "$" shall be
         construed as references to United States dollars which are freely
         transferable by residents and non-residents of the United States of
         America and convertible by such persons into any other freely
         convertible currency unless such transferability or convertibility is
         restricted by any law or regulation of general application in which
         event references to "U.S. dollars", "dollars", or the sign "$" shall be
         construed as references to such coin or currency of the United States
         of America as at the time of payment shall be legal tender for the
         payment of public and private debts in the United States of America,
         and "cents" shall be construed accordingly.



                                       4
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                                   ARTICLE II

                                    THE NOTES

         Section 2.01. FORM. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the forms set forth in
Exhibits A-1, A-2 and A-3 with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution of the Notes. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the
Note.

         The Definitive Notes and the global certificates ("Global Securities")
representing the Book-Entry Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

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

         Section 2.02. EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall
be executed on behalf of the Issuer by any Authorized Officer of the Owner
Trustee or the Administrator. The signature of any such Authorized Officer on
the Notes may be manual or facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Owner Trustee or the Administrator 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, upon Issuer Order, authenticate and
deliver the Notes for original issue in the following Initial Note Balances:

                  Class A-1A                   $  387,000,000
                  Class A-1B                   $   75,000,000
                  Class A-2                    $  112,000,000
                  Class A-3                    $  195,000,000
                  Class A-4                    $   73,664,000
                  Class A-5                    $   23,940,000
                  Class M-1                    $   73,414,000
                  Class M-2                    $   13,832,000
                  Class M-3                    $   21,811,000
                  Class M-4                    $   19,683,000
                  Class M-5                    $   10,640,000
                  Class M-6                    $   10,640,000
                  Class M-7                    $   12,236,000
                  Class M-8                    $    9,044,000
                  Class B-1                    $   10,108,000
                  Class B-2                    $    5,320,000
                  Class B-3                    $    5,320,000



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         The aggregate Note Balance of the Notes of each such Class Outstanding
at any time may not exceed such amounts.

         The Notes will be issued in minimum principal amount denominations of
$25,000 and integral multiples of $1.00 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 on 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 upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

         Section 2.03. LIMITATIONS ON TRANSFER OF CERTAIN NOTES.

         (a)      No transfer, sale, pledge or other disposition of any Class B
Note or interest therein shall be made unless that transfer, sale, pledge or
other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. If a transfer of any Class B Note is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or a transfer thereof by the Depositor or one of its
Affiliates), then the Note Registrar shall refuse to register such transfer
unless it receives (and upon receipt, may conclusively rely upon) a certificate
from the Noteholder desiring to effect such transfer in the form attached as
Exhibit C-1 hereto and a certificate from such Noteholder's prospective
transferee in the form attached as Exhibit C-2 hereto (which in the case of the
Book-Entry Notes, the Noteholder and the Noteholder's prospective transferee
will be deemed to have represented such certification). None of the Issuer, the
Depositor, the Indenture Trustee, the Administrator, the Owner Trustee, the
Servicer or the Note Registrar is obligated to register or qualify any Class B
Notes under the Securities Act or any other securities law or to take any action
not otherwise required under this Indenture to permit the transfer of any Class
B Note or interest therein without registration or qualification. Any Noteholder
desiring to effect a transfer of Class B Notes or interests therein shall, and
does hereby agree to, indemnify the Issuer, the Depositor, the Indenture
Trustee, the Administrator, the Owner Trustee, the Servicer and the Note
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

         (b)      Each Holder or Note Owner of a Class B Note shall be deemed to
have represented and warranted to the Issuer, the Indenture Trustee, the Note
Registrar and any of their respective successors that: (i) such Person (A) is a
QIB and (B) is purchasing such Notes for its own account or for the account of a
QIB to which notice is given that the transfer is being made in reliance on Rule
144A and (ii) such Person understands that such Notes have not been registered
under the Securities Act, and that if in the future it decides to offer, resell,
pledge or otherwise transfer such Notes, such Notes may be offered, resold,
pledged or otherwise transferred only (A) to a person which the seller
reasonably believes is a QIB, that is purchasing such Notes for its own account
or for the account of a QIB to which notice is given that the transfer is being
made in reliance on Rule 144A.




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         (c)      No Class A Note or Mezzanine Note may be sold or transferred
to a Person unless such Person certifies in the form of Exhibit D to this
Agreement (which in the case of Notes which are Book-Entry Notes, such Person
will be deemed to have represented such certification), which certification the
Indenture Trustee may rely upon without further inquiry or investigation, that:

                  (i)      Such Person is neither (A) an employee benefit plan,
         an Archer MSA as described in Section 220(d) of the Code, an education
         individual retirement account as described in Section 530 of the Code
         or other retirement arrangement, including individual retirement
         accounts and annuities, Keogh plans and collective investment funds and
         separate accounts in which such plans, accounts or arrangements are
         invested, including, without limitation, insurance company general
         accounts, that is subject to ERISA or Section 4975 of the Code (each, a
         "Plan"), nor (B) any Person who is directly or indirectly purchasing
         such Note or interest therein on behalf of, as named fiduciary of, as
         trustee of, or with "plan assets" (as defined under the DOL Regulation
         at 29 C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or

                  (ii)     In the case of the Class A Notes and Mezzanine Notes,
         such Person is a Plan or a Person purchasing such Note with "plan
         assets" and represents that, as of the date of the transfer, (A) the
         Notes are rated investment grade or better, (B) such Person believes
         that the Notes are properly treated as indebtedness without substantial
         equity features for purposes of the DOL Regulations, and agrees to so
         treat the Notes and (C) the acquisition and holding of the Note will
         not give rise to a nonexempt prohibited transaction under Section 406
         of ERISA or Section 4975 of the Code; or

                  (iii)    In the case of the Class A Notes and Mezzanine Notes,
         such Person has provided the Indenture Trustee with an Opinion of
         Counsel, which Opinion of Counsel will not be at the expense of the
         Issuer, the Trust, the Depositor or the Indenture Trustee, which
         establishes to the satisfaction of the Indenture Trustee that the
         purchase, holding and transfer of such Note or interest therein is
         permissible under applicable law, will not constitute or result in a
         non-exempt prohibited transaction under ERISA or Section 4975 of the
         Code and will not subject the Issuer, the Trust, the Depositor or the
         Indenture Trustee to any obligation in addition to those undertaken in
         the Indenture.

                  (iv)     The Class B Notes may not be purchased by a Plan or
         person using Plan Assets.

                  (v)      Notwithstanding the foregoing, neither an Opinion of
         Counsel nor a certification will be required in connection with the
         initial transfer of any such Note by the Depositor to an Affiliate of
         the Depositor (in which case, the Depositor or any Affiliate thereof
         shall be deemed to have represented that such Affiliate is not a Plan
         or any Person investing "plan assets" of any Plan) and the Note
         Registrar shall be entitled to conclusively rely upon a representation
         (which, upon the request of the Note Registrar, shall be a written
         representation) from the Depositor of the status of such transferee as
         an Affiliate of the Depositor.




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         Section 2.04. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. The
Indenture Trustee initially shall be the "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any
resignation of 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. The Note Registrar shall keep a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe and the
restrictions on transfers of the Notes set forth herein, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes.

         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, and the Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes.

         Subject to Section 2.03, upon surrender for registration of transfer of
any Note at the office or agency of the Issuer to be maintained as provided in
Section 3.02, the Issuer shall execute, and the Indenture Trustee shall
authenticate and the Noteholder shall be entitled to obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes in any authorized denominations, of a like aggregate principal amount.

         At the option of the Holder, Notes may be exchanged for other Notes in
any authorized denominations, of 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, the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Noteholder shall be entitled to
obtain from the Indenture Trustee, the Notes which the Noteholder making the
exchange is entitled to receive.

         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 duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee 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, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer or 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



                                       8
<PAGE>


transfer or exchange of Notes, other than exchanges pursuant to Section 2.05 not
involving any transfer.

         The preceding provisions of this Section 2.04 notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to such
Note.

         Section 2.05. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of actual notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a bona
fide purchaser, and upon certification provided by the Holder of such Note 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; 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, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable or upon the Optional 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 and the Indenture Trustee
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 2.05, the
Issuer, the Indenture Trustee or the Note Registrar 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 2.05 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.

         The provisions of this Section 2.05 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.



                                       9
<PAGE>


         Section 2.06. PERSONS DEEMED OWNERS. Prior to due presentment for
registration of transfer of any Note, the Issuer and the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in whose
name any Note is registered (as of the day of determination) 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 or the Indenture Trustee or any agent of
the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         Section 2.07. PAYMENT OF PRINCIPAL AND INTEREST. (a) The Notes shall
accrue interest at the applicable Note Rate as set forth in the Sale and
Servicing Agreement, and such interest shall be payable on each Payment Date,
subject to Section 3.01. Interest shall be computed on the Notes on the basis of
a 360-day year and the actual number of days elapsed in each Accrual Period.
With respect to the Notes, the Indenture Trustee shall determine LIBOR for each
applicable Accrual Period on the second LIBOR Business Day prior thereto, in
accordance with the provisions of the Sale and Servicing Agreement. All interest
payments on each Class of Notes shall be made PRO RATA to the Noteholders of
such Class entitled thereto. Any installment of interest or principal payable on
the Notes shall be paid on the applicable Payment Date 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 or, upon written request made
to the Indenture Trustee at least five Business Days prior to the related Record
Date, by the Holder of any Note by wire transfer in immediately available funds
to an account specified in the request and at the expense of such Noteholder,
except that, unless Definitive Notes have been issued pursuant to Section 2.10,
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, except for the final installment of principal
payable with respect to such Note on a Payment Date, on the applicable Final
Stated Maturity Date for the Notes or on the Optional Redemption Date if the
Notes are called for redemption pursuant to Section 10.01, which shall be
payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.

         (b)      The principal of the Notes shall be payable in installments on
each Payment Date as provided herein and in the Notes, subject to Section 3.01.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing. All principal payments on the
Notes of each Class shall be made PRO RATA to the Noteholders entitled thereto.
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
no later than one Business Day 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.

         Section 2.08. CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be



                                       10
<PAGE>


delivered to the Indenture Trustee and shall be promptly cancelled by the
Indenture Trustee. 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 cancelled by the Indenture Trustee. No Notes shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided
in this Section 2.08, except as expressly permitted by this Indenture. All
cancelled 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 2.09. RELEASE OF COLLATERAL. (a) Except as otherwise provided
in subsections (b) and (c) of this Section 2.09 and the terms of the Operative
Agreements, the Indenture Trustee shall release property from the lien of this
Indenture only upon receipt by it of an Issuer Request accompanied by (i) an
Officer's Certificate, (ii) an Opinion of Counsel, (iii)(A) Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or (B) an
Opinion of Counsel in lieu of such Independent Certificates to the effect that
the TIA does not require any such Independent Certificates; PROVIDED that no
such Independent Certificates or Opinion of Counsel in lieu of such Independent
Certificates shall be necessary in respect of property released from the lien of
the Indenture in accordance with the provisions hereof if such property consists
solely of cash.

         (b)      The Originator, the Servicer or the Redeemer, as applicable,
on behalf of the Issuer, shall be entitled to obtain a release from the lien of
this Indenture for any Mortgage Loan and the Mortgaged Property at any time (i)
after a payment by the Originator of the Loan Purchase Price of the Mortgage
Loan, (ii) after a Qualifying Substitute Mortgage Loan is substituted for such
Mortgage Loan and payment of the Substitution Amount, if any, (iii) after
liquidation of the Mortgage Loan in accordance with the Sale and Servicing
Agreement and the deposit of all Liquidation Proceeds and Insurance Proceeds in
the Collection Account, (iv) upon the termination of a Mortgage Loan (due to,
among other causes, a prepayment in full of the Mortgage Loan and sale or other
disposition of the related Mortgaged Property) or (v) as contemplated by Section
8.02 of the Sale and Servicing Agreement.

         (c)      The Indenture Trustee shall, if requested by the Servicer,
temporarily release to such party the Mortgage File pursuant to the provisions
of Section 4.07 of the Sale and Servicing Agreement.

         Section 2.10. BOOK-ENTRY NOTES. The Notes will be issued in the form of
typewritten Notes representing the Book-Entry Notes, to be delivered to, or to
the Indenture Trustee as custodian for, the initial Clearing Agency, by, or on
behalf of, the Issuer. The Class B Notes offered and sold in reliance on the
exemption from registration under Rule 144A shall be issued initially in the
form of one or more Global Securities with the applicable legends set forth in
Exhibit A-3 added to the forms of such Notes. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Owner thereof will receive a Definitive
Note representing such Note Owner's interest in such Note, except as provided in
Section 2.12. Unless and until definitive, fully registered Notes (the
"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section
2.12:


                                       11
<PAGE>


                  (i)      the provisions of this Section 2.10 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;

                  (iii)    to the extent that the provisions of this Section
         2.10 conflict with any other provisions of this Indenture, the
         provisions of this Section 2.10 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 pursuant to the Note Depository
         Agreement. Unless and until Definitive Notes are issued pursuant to
         Section 2.12, neither the Indenture Trustee nor the Note Registrar
         shall register any transfer of a beneficial interest in a Book-Entry
         Note; and 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; and

                  (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 Balance 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.

         Section 2.11. 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
2.12, the Indenture Trustee shall give all such notices and communications to
the Clearing Agency, and shall have no obligation to such Note Owners.

         Section 2.12. DEFINITIVE NOTES. If (i) the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Notes and the Issuer is unable to locate a qualified successor or
(ii) after the occurrence of an Event of Default, Note Owners of the Book-Entry
Notes representing beneficial interests aggregating at least a majority of the
Outstanding Balance of the Book-Entry Notes advise 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 such 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 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



                                       12
<PAGE>


Registrar or the Indenture Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.

         Section 2.13. TAX TREATMENT. The Issuer has made a REMIC election
pursuant to the Trust Agreement and the Notes will constitute REMIC regular
interests.



                                       13
<PAGE>


                                   ARTICLE III

                                    COVENANTS

         Section 3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will duly
and punctually pay (or will cause to be duly and punctually paid) the principal
of and interest on the Notes in accordance with the terms of the Notes and this
Indenture. Without limiting the foregoing and in accordance with Section
8.02(b), the Issuer will cause to be paid on each Payment Date all amounts on
deposit in the Payment Account, and deposited therein pursuant to the Sale and
Servicing Agreement for the benefit of the Notes, to the Noteholders. 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.

         The Notes shall be non-recourse obligations of the Issuer and shall be
limited in right of payment to amounts available from the Collateral as provided
in this Indenture. The Issuer shall not otherwise be liable for payments of the
Notes, and none of the owners, agents, officers, directors, employees, or
successors or assigns of the Issuer shall be personally liable for any amounts
payable, or performance due, under the Notes or this Indenture. If any other
provision of this Indenture shall be deemed to conflict with the provisions of
this Section 3.01, the provisions of this Section 3.01 shall control.

         Section 3.02. MAINTENANCE OF OFFICE OR AGENCY. The Note Registrar on
behalf of the Issuer will maintain an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served.

         Section 3.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided in
Section 8.02, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Payment Account pursuant to
Article V of the Sale and Servicing Agreement shall be made on behalf of the
Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from such accounts for payments of Notes shall be paid over to the
Issuer except as provided in this Section 3.03. The Issuer hereby appoints the
Indenture Trustee as its Paying Agent. The Paying Agent shall:

                  (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 notice of any default by
         the Issuer of which the Paying Agent 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 Paying
         Agent;



                                       14
<PAGE>


                  (iv)     immediately resign as a 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 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; PROVIDED,
         HOWEVER, that with respect to reporting requirements applicable to
         original issue discount, the accrual of market discount or the
         amortization of premium on the Notes, the Issuer shall have first
         provided the calculations pertaining thereto and the amount of any
         resulting withholding taxes to the Indenture Trustee.

         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 Paying Agent to pay to the Indenture Trustee all sums held in
trust by such 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 Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to the Notes 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 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 Paying Agent with respect to
such trust money shall thereupon cease; PROVIDED, HOWEVER, that the Indenture
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York (including, but
not limited to, THE BOND BUYER), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ,
at the expense and direction of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice of
such repayment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

         Section 3.04. EXISTENCE. (a) The Issuer will keep in full effect its
existence, rights and franchises as a statutory 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



                                       15
<PAGE>


the validity and enforceability of this Indenture, the Notes, the Collateral and
each other instrument or agreement included in the Collateral.

         (b)      Any successor to the Owner Trustee appointed pursuant to
Section 9.03 of the Trust Agreement shall be the successor Owner Trustee under
this Indenture without the execution or filing of any paper, instrument or
further act to be done on the part of the parties hereto.

         (c)      Upon any consolidation or merger of or other succession to the
Owner Trustee, the Person succeeding to the Owner Trustee under the Trust
Agreement may exercise every right and power of the Owner Trustee under this
Indenture with the same effect as if such Person had been named as the Owner
Trustee herein.

         Section 3.05. PROTECTION OF COLLATERAL. The Issuer will from time to
time execute, deliver and file all such supplements and amendments hereto and
all such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

                  (i)      maintain or preserve the lien and security interest
         (and the priority thereof) of this Indenture or carry out more
         effectively the purposes hereof;

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

                  (iii)    enforce any rights with respect to the Collateral; or

                  (iv)     preserve and defend title to the Collateral and the
         rights of the Indenture Trustee, the Noteholders in such Collateral
         against the claims of all persons and parties.

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.05 and
hereby authorizes the Indenture Trustee (who is not obligated to make such
filings) to file in any filing office any financing statement, amendment to
financing statement, or continuation statement required to be executed pursuant
to this Section 3.05. All such filings will be made by the Administrator on
behalf of the Issuer.

         Section 3.06. OPINIONS AS TO COLLATERAL. On the Closing Date, the
Issuer shall furnish to the Administrator and the Indenture Trustee an Opinion
of Counsel to the effect that either, in the opinion of such counsel, such
action has 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 make effective the
lien and security interest of this Indenture, or stating that, in the opinion of
such counsel, no such action is necessary to make such lien and security
interest effective.

         Section 3.07. PERFORMANCE OF OBLIGATIONS; SERVICING OF THE ASSISTANCE
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



                                       16
<PAGE>


under any instrument or agreement included in the Collateral 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 expressly provided in this Indenture, the Sale and
Servicing Agreement or such other instrument or agreement.

         (b)      The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee 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 Administrator 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 Operative Agreements
and in the instruments and agreements included in the Collateral, including but
not limited to filing or causing to be filed all 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.

         (d)      If a responsible officer of the Owner Trustee shall have
written notice or actual knowledge of the occurrence of an Event of Default or
an Event of Servicing Termination under the Sale and Servicing Agreement, the
Issuer shall promptly notify the Indenture Trustee and each Rating Agency
thereof.

         (e)      As promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 7.01(a) of the Sale and Servicing Agreement, the Indenture Trustee shall
proceed in accordance with Section 7.01 and 7.02 of the Sale and Servicing
Agreement.

         (f)      Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral or without the consent of the Indenture Trustee, the Operative
Agreements to which the Indenture Trustee is a party (except to the extent
otherwise provided in any such Operative Agreement), or waive timely performance
or observance by the Seller, the Servicer or the Depositor of its respective
duties under the Sale and Servicing Agreement; and (ii) that any such amendment
shall not (A) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, payments that are required to be made for the benefit of
the Noteholders or (B) reduce the aforesaid percentage of the Notes that is
required to consent to any such amendment, without the consent of the Holders of
all the Outstanding Notes affected thereby. If any such amendment, modification,
supplement or waiver shall be so consented to by the Indenture Trustee or such
Holders, the Issuer agrees, promptly following a request by the Indenture
Trustee to do so, to execute and deliver, in its own name and at its own
expense, such agreements, instruments, consents and other documents as may be
deemed necessary or appropriate in the circumstances.



                                       17
<PAGE>


         Section 3.08. NEGATIVE COVENANTS. So long as any Notes are Outstanding,
the Issuer shall not:

                  (i)      except as expressly permitted by this Indenture or
         the Sale and Servicing Agreement, sell, transfer, exchange or otherwise
         dispose of any of the properties or assets of the Issuer unless
         directed to do so by the Indenture Trustee;

                  (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
         Collateral;

                  (iii)    (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of 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 Collateral 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 with respect to any
         Collateral and arising solely as a result of an action or omission of a
         Borrower or as otherwise permitted in the Sale and Servicing Agreement)
         or (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 or as otherwise permitted in the Sale and Servicing
         Agreement) security interest in the Collateral;

                  (iv)     dissolve or liquidate in whole or in part or merge or
         consolidate with any other Person;

                  (v)      remove the Administrator without cause unless the
         Rating Agency Condition shall have been satisfied in connection with
         such removal;

                  (vi)     take any other action or fail to take any action that
         would result in an imposition of tax on the Issuer (including, but not
         limited to, the tax on prohibited transactions under Section 860L(e) of
         the Code); or

                  (vii)    except with the prior written consent of the
         Noteholders, take any action described in Section 5.05 of the Trust
         Agreement.

         Section 3.09. NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Collateral in the manner contemplated by this Indenture and the Operative
Agreements and activities incidental thereto.

         Section 3.10. NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness other than the Notes.

         Section 3.11. GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, the
Issuer shall not make



                                       18
<PAGE>


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 3.12. CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personally).

         Section 3.13. RESTRICTED PAYMENTS. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any payment (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer, (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, the Issuer may
make, or cause to be made, payments and distributions as contemplated by, and to
the extent funds are available for such purpose under, the Sale and Servicing
Agreement, this Indenture or the Trust Agreement. The Issuer will not, directly
or indirectly, make payments to or from the Collection Account except in
accordance with this Indenture and the Operative Agreements.

         Section 3.14. NOTICE OF EVENT OF DEFAULT OR EVENTS OF SERVICING
TERMINATION. The Issuer shall promptly, and in no event more than three Business
Days following such event, give the Indenture Trustee and each Rating Agency
written notice of any Event of Default or any Event of Servicing Termination
under the Sale and Servicing Agreement, and each default on the part of the
Servicer or the Depositor of its obligations under the Sale and Servicing
Agreement, to the extent a responsible officer of the Owner Trustee shall have
written notice or actual knowledge thereof.

         Section 3.15. FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee, 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 3.16. COVENANTS OF THE ISSUER. All covenants of the Issuer in
this Indenture are covenants of the Issuer and are not covenants of the Owner
Trustee in its individual capacity. The Owner Trustee is, and any successor
Owner Trustee under the Trust Agreement will be, entering into this Indenture on
behalf of the Issuer solely as Owner Trustee under the Trust Agreement and not
in its respective individual capacity, and in no case whatsoever shall the Owner
Trustee or any such successor Owner Trustee be personally liable on, or for any
loss in respect of, any of the statements, representations, warranties or
obligations of the Issuer hereunder, as to all of which the parties hereto agree
to look solely to the property of the Issuer.

         Representations and Warranties of the Issuer.

         (a)      With respect to that portion of the Collateral described in
clauses (a) through (d) of the definition of Trust Estate, the Issuer represents
to the Indenture Trustee that:


                                       19
<PAGE>


                  (i)      This Indenture creates a valid and continuing
         security interest (as defined in the applicable UCC) in the Collateral
         in favor of the Indenture Trustee, which security interest is prior to
         all other liens, and is enforceable as such as against creditors of and
         purchasers from the Issuer.

                  (ii)     The Collateral constitutes "deposit accounts" or
         "instruments," as applicable, within the meaning of the applicable UCC.

                  (iii)    The Issuer owns and has good and marketable title to
         the Collateral, free and clear of any lien, claim or encumbrance of any
         Person.

                  (iv)     The Issuer has taken all steps necessary to cause the
         Indenture Trustee to become the account holder of the Collateral.

                  (v)      Other than the security interest granted to the
         Indenture Trustee pursuant to this Indenture, the Issuer has not
         pledged, assigned, sold, granted a security interest in, or otherwise
         conveyed any of the Collateral.

                  (vi)     The Collateral is not in the name of any Person other
         than the Issuer or the Indenture Trustee. The Issuer has not consented
         to the bank maintaining the Collateral to comply with instructions of
         any Person other than the Indenture Trustee.

         (b)      With respect to that portion of the Collateral described in
clause (e), the Issuer represents to the Indenture Trustee that:

                  (i)      This Indenture creates a valid and continuing
         security interest (as defined in the applicable UCC) in the Collateral
         in favor of the Indenture Trustee, which security interest is prior to
         all other liens, and is enforceable as such as against creditors of and
         purchasers from the Issuer.

                  (ii)     The Collateral constitutes "general intangibles"
         within the meaning of the applicable UCC.

                  (iii)    The Issuer owns and has good and marketable title to
         the Collateral, free and clear of any lien, claim or encumbrance of any
         Person.

                  (iv)     Other than the security interest granted to the
         Indenture Trustee pursuant to this Indenture, the Issuer has not
         pledged, assigned, sold, granted a security interest in, or otherwise
         conveyed any of the Collateral.

         (c)      The representations and warranties set forth in this Section
3.18 shall survive the Closing Date and shall not be waived.



                                       20
<PAGE>


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         Section 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. Upon payment in
full to each Noteholder of all amounts due on the Notes, this Indenture shall
cease to be of further effect with respect to the Notes, except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) the rights and immunities of the
Indenture Trustee hereunder (including the rights of the Indenture Trustee under
Section 6.07) and the obligations of the Indenture Trustee under Sections 3.03
and 4.02 and (v) 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 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 2.05 and (ii) Notes for whose
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 3.03) have been delivered to the Indenture Trustee
for cancellation; or

                  (2)      all Notes not theretofore delivered to the Indenture
Trustee for cancellation (a) have become due and payable, (b) will become due
and payable at the applicable Final Stated Maturity Date within one year, or (c)
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 the Issuer, in the
case of (a), (b) or (c) above, has irrevocably deposited or caused to be
irrevocably deposited with the Indenture Trustee cash or direct obligations of
or obligations guaranteed by the United States of America (which will mature
prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due on the
Final Stated Maturity Date or Optional Redemption Date (if the Notes are called
for redemption pursuant to Section 10.01 hereof), as the case may be;

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

                  (ii)     the Issuer has delivered to the Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel (at the Issuer's
         expense) and (if required by the TIA or the Indenture Trustee) an
         Independent Certificate from a firm of certified public accountants,
         each meeting the applicable requirements of Section 11.01 hereof and,
         subject to Section 11.02 hereof, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture with respect to the Notes have been
         complied with; and



                                       21
<PAGE>


                  (iii)    the Issuer has delivered to each Rating Agency notice
         of such satisfaction and discharge.

         Section 4.02. APPLICATION OF TRUST MONEY. All moneys deposited with the
Indenture Trustee pursuant to Sections 3.03 and 4.01 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 Paying Agent, as the
Indenture Trustee may determine, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to the
extent required herein or in the Sale and Servicing Agreement or required by
law.

         Section 4.03. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any 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 3.03 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.




                                       22
<PAGE>


                                   ARTICLE V

                                    REMEDIES

         Section 5.01. REMEDIES. The Issuer shall deliver to the Indenture
Trustee, written notice in the form of an Officer's Certificate, within five
days after learning of the occurrence of any event which with the giving of
notice and the lapse of time would become an Event of Default under clause (ii),
(iii) or (iv) of the definition of "Event of Default," its status and what
action the Issuer is taking or proposes to take with respect thereto. The
Indenture Trustee shall not be deemed to have knowledge of any Event of Default
unless a Responsible Officer has actual knowledge thereof or unless written
notice of such Event of Default is received by a Responsible Officer and such
notice references the Notes, the Trust Estate or this Indenture.

         Section 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee at the written direction of the Holders of Notes representing
not less than a majority of the aggregate Note Balance of the Notes, declare the
Notes to be immediately due and payable, by a notice in writing to the Issuer
(and to the Indenture Trustee if such notice is given by the Noteholders), and
upon any such declaration the unpaid aggregate Note Balance, together with
accrued and unpaid interest thereon through the date of acceleration shall
become immediately due and payable.

         At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, Holders of the Notes representing not
less than a majority of the aggregate Note Balance of the Notes, by written
notice to the Issuer and the Indenture Trustee, may waive the related Event of
Default and rescind and annul such declaration and its consequences if

                  (i)      the Issuer has paid or deposited with the Indenture
         Trustee a sum sufficient to pay (a) all payments of principal of and
         interest on the Notes and all other amounts that would then be due
         hereunder or upon the Notes if the Event of Default giving rise to such
         acceleration had not occurred; and (b) all sums paid or advanced by the
         Indenture Trustee hereunder and the reasonable compensation, expenses,
         disbursements and advances of the Indenture Trustee and its agents and
         counsel; and

                  (ii)     all Events of Default, other than the nonpayment of
         the principal of the Notes that has become due solely by such
         acceleration, have been cured or waived as provided in Section 5.12.

         No such rescission shall affect any subsequent default or impair any
right consequent thereto.

         Section 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE.

         (a)      The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of



                                       23
<PAGE>


five days, or (ii) default is made in the payment of the principal of or any
installment of the principal of any Note when the same becomes due and payable,
the Issuer shall, upon demand of the Indenture Trustee, at the direction of the
Holders of a majority of the aggregate Note Balance of the Notes, pay to the
Indenture Trustee, for the benefit of the Holders of Notes, the whole amount
then due and payable on the Notes for principal and interest, with interest at
the applicable Note Rate upon the overdue principal, and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.

         (b)      In case the Issuer shall fail forthwith to pay such amounts
upon such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, may institute a Proceeding for the collection of the sums so due
and unpaid, and may prosecute such Proceeding to judgment or final decree, and
may enforce the same against the Issuer or other obligor upon the Notes and
collect in the manner provided by law out of the property of the Issuer or other
obligor the Notes, wherever situated, the monies adjudged or decreed to be
payable.

         (c)      If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.04 hereof, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings, as directed in writing by Holders
of a majority of the aggregate Note Balance of the Notes, to protect and enforce
any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

         (d)      In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee, as directed
in writing by Holders of a majority of the aggregate Note Balance of the Notes,
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

                  (i)      to file and prove a claim or claims for the whole
         amount of principal and interest owing and unpaid in respect of the
         Notes and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Indenture Trustee
         (including any claim for reasonable compensation to the Indenture
         Trustee and each predecessor Indenture Trustee, and their respective
         agents, attorneys and counsel, and for reimbursement of all expenses
         and liabilities incurred, and all advances made, by



                                       24
<PAGE>


         the Indenture Trustee and each predecessor Indenture Trustee, except as
         a result of negligence or bad faith) and of the Noteholders allowed in
         such Proceedings;

                  (ii)     unless prohibited by applicable law and regulations,
         to vote on behalf of the Holders of Notes in any election of a trustee,
         a standby trustee or Person performing similar functions in any such
         Proceedings;

                  (iii)    to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their behalf; and

                  (iv)     to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Indenture Trustee or the Holders of Notes allowed in any
         judicial proceedings relative to the Issuer, its creditors and its
         property; and any trustee, receiver, liquidator, custodian or other
         similar official in any such Proceeding is hereby authorized by each of
         such Noteholders to make payments to the Indenture Trustee and, in the
         event that the Indenture Trustee shall consent to the making of
         payments directly to such Noteholders, to pay to the Indenture Trustee
         such amounts as shall be sufficient to cover reasonable compensation to
         the Indenture Trustee, each predecessor Indenture Trustee and their
         respective agents, attorneys and counsel, and all other expenses and
         liabilities incurred, and all advances made, by the Indenture Trustee
         and each predecessor Indenture Trustee.

         (e)      Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

         (f)      All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Notes, subject to Section 5.05
hereof.

         (g)      In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

         Section 5.04. PRIORITIES.

         (a)      If an Event of Default shall have occurred and be continuing ]
and if an acceleration has been declared and not rescinded pursuant to Section
5.02 hereof, the Indenture



                                       25
<PAGE>


Trustee may, and shall, at the written direction of the Holders of a majority of
the aggregate Note Balance of the Notes, do one or more of the following
(subject to Section 5.05 hereof):

                  (i)      institute Proceedings in its own name and as trustee
         of an express trust for the collection of all amounts then payable on
         the Notes or under this Indenture with respect thereto, whether by
         declaration or otherwise enforce any judgment obtained, and collect
         from the Issuer and any other obligor upon such Notes monies adjudged
         due;

                  (ii)     institute Proceedings from time to time for the
         complete or partial foreclosure of this Indenture with respect to the
         Trust Estate;

                  (iii)    exercise any remedies of a secured party under the
         UCC and take any other appropriate action to protect and enforce the
         rights and remedies of the Indenture Trustee and the Holders of the
         Notes; and

                  (iv)     sell the Trust Estate or any portion thereof or
         rights or interest therein, at one or more public or private sales
         called and conducted in any manner permitted by law; PROVIDED, HOWEVER,
         that the Indenture Trustee may not sell or otherwise liquidate the
         Trust Estate following an Event of Default, unless (A) the Indenture
         Trustee obtains the consent of the Holders of 100% of the aggregate
         Note Balance of the Notes, (B) the proceeds of such sale or liquidation
         distributable to the Holders of the Notes are sufficient to discharge
         in full all amounts then due and unpaid upon such Notes for principal
         and interest or (C) the Indenture Trustee determines that the Mortgage
         Loans will not continue to provide sufficient funds for the payment of
         principal of and interest on the applicable Notes as they would have
         become due if the Notes had not been declared due and payable, and the
         Indenture Trustee obtains the consent of the Holders of a majority of
         the aggregate Note Balance of the Notes. In determining such
         sufficiency or insufficiency with respect to clause (B) and (C), the
         Indenture Trustee may, but need not, obtain and rely upon written
         advice or an opinion (obtained at the expense of the Trust) of an
         Independent investment banking or accounting firm of national
         reputation as to the feasibility of such proposed action and as to the
         sufficiency of the Trust Estate for such purpose. Notwithstanding the
         foregoing, so long as a Event of Servicing Termination has not
         occurred, any sale of the Trust Estate shall be made subject to the
         continued servicing of the Mortgage Loans by the Servicer as provided
         in the Sale and Servicing Agreement.

         (b)      If the Indenture Trustee collects any money or
property pursuant to this Article V, it shall pay out the money or property in
the following order:

                  (i)      to the Indenture Trustee for amounts due under
         Section 6.07 hereof and to the Owner Trustee for amounts due pursuant
         to Article VII of the Trust Agreement;

                  (ii)     to the Noteholders (in the order set forth in Section
         5.03 of the Sale and Servicing Agreement) for amounts due and unpaid on
         the Notes with respect to interest;

                  (iii)    to the Noteholders (in the order set forth in Section
         5.03 of the Sale and Servicing Agreement) for amounts due and unpaid on
         the Notes with respect to principal;



                                       26
<PAGE>


                  (iv)     to the Noteholders (in the order set forth in Section
         5.03 of the Sale and Servicing Agreement) for the amount of any related
         Allocated Realized Loss Amount;

                  (v)      to the Noteholders (in the order set forth in Section
         5.03 of the Sale and Servicing Agreement) for amounts due and unpaid on
         the Notes with respect to any related Net WAC Rate Carryover Amount;
         and

                  (vi)     to the payment of the remainder, if any to the
         Certificate Paying Agent on behalf of the Issuer or to any other person
         legally entitled thereto.

         The Indenture Trustee may fix a record date and Payment Date for any
payment to Noteholders pursuant to this Section 5.04. At least 15 days before
such record date, the Indenture Trustee shall mail to each Noteholder a notice
that states the record date, the Payment Date and the amount to be paid.

         Section 5.05. OPTIONAL PRESERVATION OF THE TRUST ESTATE. If the Notes
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may elect to take and maintain possession of the
Trust Estate. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal of and
interest on the Notes and other obligations of the Issuer and the Indenture
Trustee shall take such desire into account with respect to whether or not to
take and maintain possession of the Trust Estate. With respect to whether and
how to take and maintain possession of the Trust Estate, the Indenture Trustee
may, but need not, obtain and rely upon the written advice or an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

         Section 5.06. 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 Event of Default;

                  (ii)     the Holders of not less than 50% of the aggregate
         Note Balance of the Notes have made written request to the Indenture
         Trustee to institute such proceeding with respect to the Notes in
         respect of such Event of Default 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; and



                                       27
<PAGE>


                  (v)      no direction inconsistent with such written request
         has been given to the Indenture Trustee during such 60-day period by
         the Holders of 50% of the aggregate Note Balance of the Notes;

it being understood and intended that no Holder 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 Holder of
Notes or to obtain or to seek to obtain priority or preference over any other
Holder or to enforce any right under this Indenture, except in the manner herein
provided.

         Section 5.07. 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 5.08. 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 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 and
the Noteholders shall continue as though no such proceeding had been instituted.

         Section 5.09. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the 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 5.10. 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 Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

         Section 5.11. CONTROL BY NOTEHOLDERS. The Holders of a majority of the
aggregate Note Balance of Notes shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that:



                                       28
<PAGE>


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

                  (ii)     any direction to the Indenture Trustee to sell or
         liquidate the Trust Estate shall be by Holders of Notes representing
         not less than 100% of the Note Balances of the Notes;

                  (iii)    the Indenture Trustee has been provided with
         indemnity satisfactory to it; and

                  (iv)     the Indenture Trustee may take any other action
         deemed proper by the Indenture Trustee that is not inconsistent with
         such direction of the Holders of Notes representing a majority of the
         Note Balances of the Notes.

         Notwithstanding the rights of Noteholders set forth in this Section
5.11 the Indenture Trustee need not take any action that it determines might
involve it in liability.

         Section 5.12. WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02 hereof,
the Holders of Notes representing not less than a majority of the aggregate Note
Balance of the Notes may waive any past Event of Default and its consequences
except an Event of Default (a) with respect to payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the Holder of each
Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the
Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively, but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereto.

         Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.

         Section 5.13. 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 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the Note
Balances 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.

         Section 5.14. 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



                                       29
<PAGE>


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 5.15. SALE OF TRUST ESTATE.

         (a)      The power to effect any sale or other disposition (a "Sale")
of any portion of the Trust Estate pursuant to Section 5.04 hereof is expressly
subject to the provisions of Section 5.05 hereof and this Section 5.15. The
power to effect any such Sale shall not be exhausted by any one or more Sales as
to any portion of the Trust Estate remaining unsold, but shall continue
unimpaired until the entire Trust Estate shall have been sold or all amounts
payable on the Notes and under this Indenture shall have been paid. The
Indenture Trustee may from time to time postpone any public Sale by public
announcement made at the time and place of such Sale. The Indenture Trustee
hereby expressly waives its right to any amount fixed by law as compensation for
any Sale.

         (b)      The Indenture Trustee shall not in any private Sale sell the
Trust Estate, or any portion thereof, unless

                  (i)      the Holders of all Notes consent to or direct the
         Indenture Trustee to make, such Sale, or

                  (ii)     the proceeds of such Sale would be not less than the
         entire amount which would be payable to the Noteholders under the
         Notes, in full payment thereof in accordance with Section 5.02 hereof,
         on the Payment Date next succeeding the date of such Sale, or

                  (iii)    it is determined that the conditions for retention of
         the Trust Estate set forth in Section 5.05 hereof cannot be satisfied
         (with respect to which the Indenture Trustee may rely upon written
         advice or an opinion of an Independent investment banking firm obtained
         and delivered as provided in Section 5.05 hereof), the Holders of Notes
         representing at least 100% of the Note Balances of the Notes consent to
         such Sale.

         The purchase by the Indenture Trustee of all or any portion of the
Trust Estate at a private Sale shall not be deemed a Sale or other disposition
thereof for purposes of this Section 5.15(b).

         (c)      In connection with a Sale of all or any portion of the Trust
Estate,

                  (i)      any Holder or Holders of Notes may bid for and
         purchase the property offered for sale, and upon compliance with the
         terms of sale may hold, retain and possess and dispose of such
         property, without further accountability, and may, in paying the
         purchase money therefor, deliver any Notes or claims for interest
         thereon in lieu of cash up to the amount which shall, upon distribution
         of the net proceeds of such sale, be payable thereon, and such Notes,
         in case the amounts so payable thereon shall be less than the amount
         due thereon, shall be returned to the Holders thereof after being
         appropriately stamped to show such partial payment;



                                       30
<PAGE>


                  (ii)     the Indenture Trustee, may bid for and acquire the
         property offered for Sale in connection with any Sale thereof, and,
         subject to any requirements of, and to the extent permitted by,
         applicable law in connection therewith, may purchase all or any portion
         of the Trust Estate in a private sale, and, in lieu of paying cash
         therefor, may make settlement for the purchase price by crediting the
         gross Sale price against the sum of (A) the amount which would be
         payable to the Holders of the Notes and Holders of Certificates on the
         Payment Date next succeeding the date of such Sale and (B) the expenses
         of the Sale and of any Proceedings in connection therewith which are
         reimbursable to it, without being required to produce the Notes in
         order to complete any such Sale or in order for the net Sale price to
         be credited against such Notes, and any property so acquired by the
         Indenture Trustee shall be held and dealt with by it in accordance with
         the provisions of this Indenture;

                  (iii)    the Indenture Trustee shall execute and deliver an
         appropriate instrument of conveyance, prepared by the Issuer and
         satisfactory to the Indenture Trustee, transferring its interest in any
         portion of the Trust Estate in connection with a Sale thereof;

                  (iv)     the Indenture Trustee is hereby irrevocably appointed
         the agent and attorney-in-fact of the Issuer to transfer and convey its
         interest in any portion of the Trust Estate in connection with a Sale
         thereof, and to take all action necessary to effect such Sale; and

                  (v)      no purchaser or transferee at such a Sale 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.

         Section 5.16. 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 or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Collateral or
upon any of the assets of the Issuer.

         Section 5.17. PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

         (a)      Promptly following a request from the Indenture Trustee to do
so and at the Servicer's or Seller's expense, as applicable, the Issuer agrees
to take all such lawful action as the Indenture Trustee may request to compel or
secure the performance and observance by the Seller 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 Seller or
the Servicer thereunder and the institution of legal or administrative actions
or proceedings to



                                       31
<PAGE>


compel or secure performance by the Seller or the Servicer of each of their
respective obligations under the Sale and Servicing Agreement.

         (b)      The Indenture Trustee, as pledgee of the Mortgage Loans, may,
and at the direction (which direction shall be in writing or by telephone
(confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the
Note Balances of the Notes, shall, exercise all rights, remedies, powers,
privileges and claims of the Issuer against the Seller or the Servicer under or
in connection with the Operative Agreements, including the right or power to
take any action to compel or secure performance or observance by the Seller, the
Depositor or the Servicer of each of their obligations to the Issuer under the
Operative Agreements and to give any consent, request, notice, direction,
approval, extension or waiver under the Operative Agreements, and any right of
the Issuer to take such action shall be suspended.



                                       32
<PAGE>


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         Section 6.01. DUTIES OF INDENTURE TRUSTEE.

         (a)      If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

         (b)      Except during the continuance of an Event of Default:

                  (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.

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

                  (i)      this paragraph does not limit the effect of paragraph
         (b) of this Section 6.01;

                  (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 this Indenture or upon a direction received by it from
         the requisite Noteholders pursuant to Article V; and

                  (iv)     the Indenture Trustee shall not be required to take
         notice or be deemed to have notice or knowledge of (a) any failure by
         the Issuer to comply with its obligations hereunder or in the Operative
         Agreements or (b) any Event of Default, unless a Responsible Officer of
         the Indenture Trustee assigned to and working in the Corporate Trust
         Office obtains actual knowledge of such Event of Default or shall have
         received written notice thereof. In the absence of such actual
         knowledge or written notice, the Indenture Trustee may conclusively
         assume that there is no Event of Default.



                                       33
<PAGE>


         (d)      Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to the provisions of this Section 6.01.

         (e)      The Indenture Trustee shall not be liable for indebtedness
evidenced by or arising under any of the Operative Agreements, including
principal of or interest on the Notes, or interest on any money received by it
except as the Indenture Trustee may agree in writing with the Issuer.

         (f)      Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms of
this Indenture or the Sale and Servicing Agreement.

         (g)      No provision of this Indenture shall require the Indenture
Trustee to expend, advance 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 satisfactory to it against such risk
or liability is not reasonably assured to it.

         (h)      Every provision of this Indenture or any Operative Agreement
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 6.01,
Section 6.02 and to the provisions of the TIA.

         (i)      The Indenture Trustee shall execute and deliver the Sale and
Servicing Agreement and such other documents and instruments as shall be
necessary or appropriate in accordance with its duties and obligations under
this Indenture.

         (j)      The Indenture Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Collateral, or to otherwise take or refrain from taking
any action under, or in connection with, any document contemplated hereby to
which the Indenture Trustee is a party, except as expressly provided (i) in
accordance with the powers granted to and the authority conferred upon the
Indenture Trustee pursuant to this Indenture or any other Operative Agreement,
and (ii) in accordance with any document or instruction delivered to the
Indenture Trustee pursuant to the terms of this Indenture; and no implied duties
or obligations shall be read into this Indenture or any Operative Agreement
against the Indenture Trustee. The Indenture Trustee agrees that it will, at its
own cost and expense, promptly take all action as may be necessary to discharge
any liens on any part of the Collateral that result from actions by, or claims
against itself that are not related to the administration of the Collateral.

         (k)      In order to comply with its duties under U.S.A. Patriot Act,
the Indenture Trustee shall obtain and verify certain information and
documentation from the other party hereto, including, but not limited to, such
party's name, address, and other indentifying information.

         Section 6.02. RIGHTS OF INDENTURE TRUSTEE. (a) The Indenture Trustee
may rely on any document 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.



                                       34
<PAGE>


         (b)      Before the Indenture Trustee acts or refrains from acting, it
may require an Officer's Certificate or an Opinion of Counsel, which shall not
be at the expense of the Indenture Trustee. The Indenture Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on an
Officer's Certificate or Opinion of Counsel. The right of the Indenture Trustee
to perform any discretionary act enumerated in this Indenture or in any
Operative Agreement shall not be construed as a duty and the Indenture Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act.

         (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, attorneys, custodians or nominees appointed with due care, and shall not
be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.

         (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.

         (e)      The Indenture Trustee may consult with counsel, and any
Opinion of Counsel with respect to legal matters relating to this Indenture, any
Operative Agreement 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 any Opinion of Counsel of such
counsel.

         (f)      In the event that the Indenture Trustee is also acting as
Paying Agent, Note Registrar or Administrator hereunder or under any Operative
Agreement, the rights and protections afforded to the Indenture Trustee pursuant
to this Article VI shall be afforded to such Paying Agent, Note Registrar and
Administrator.

         (g)      The Indenture Trustee or its Affiliates are permitted to
receive additional compensation that could be deemed to be in the Indenture
Trustee's economic self-interest for (i) serving as investment adviser,
administrator, shareholder, servicing agent, custodian or sub-custodian with
respect to certain of the Eligible Investments, (ii) using Affiliates to effect
transactions in certain Eligible Investments and (iii) effecting transactions in
certain Eligible Investments. Such compensation shall not be considered an
amount that is reimbursable or payable to the Indenture Trustee (i) pursuant to
this Indenture or (iii) out of Available Funds.

         Section 6.03. 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 Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Section 6.11.

         Section 6.04. INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of any of the Operative Agreements or the Notes or the sufficiency of
the Collateral; 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
or the Servicer in this Indenture, any Operative Agreement or in



                                       35
<PAGE>


any other document issued in connection with the sale of the Notes or in the
Notes other than the Indenture Trustee's certificate of authentication.

         Section 6.05. NOTICE OF EVENT OF DEFAULT. Subject to Section 5.01, the
Indenture Trustee shall promptly mail to each Noteholder notice of the Event of
Default after it is actually known to a Responsible Officer of the Indenture
Trustee, unless such Event of Default shall have been waived or cured. Except in
the case of an Event of Default in payment of principal of or interest on any
Note, the Indenture Trustee may withhold the notice if and so long as it in good
faith determines that withholding the notice is in the interests of Noteholders.

         Section 6.06. REPORTS BY INDENTURE TRUSTEE TO HOLDERS. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to
enable such holder to prepare its federal and state income tax returns. The
Indenture Trustee shall prepare and file (or cause to be prepared and filed), on
behalf of the Owner Trustee or the Issuer, all tax returns (if any) and
information reports, tax elections and such annual or other reports of the
Issuer as are necessary for preparation of tax returns and information reports
as provided in the Trust Agreement, including without limitation Form 1099. All
tax returns and information reports shall be signed by the Owner Trustee as
provided in the Trust Agreement.

         Section 6.07. COMPENSATION AND INDEMNITY. The Indenture Trustee shall
be entitled, as compensation for its services, to earnings with respect to, or
the benefit of amounts in, the Trust Accounts as provided in the Sale and
Servicing Agreement (which amounts shall constitute the Indenture Trustee's fees
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 Indenture Trustee
and any co-trustee shall be reimbursed by the Issuer, as provided in Section
5.03 of the Sale and Servicing Agreement, for all reasonable ordinary
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services (as provided in the Sale and
Servicing Agreement). Reimbursable expenses under this Section 6.07 shall
include the reasonable compensation and expenses, disbursements and advances of
the Indenture Trustee's agents, counsel, accountants and experts.

         The Issuer shall indemnify the Indenture Trustee, any co-trustee and
their respective employees, directors and agents, as provided in Section 5.03 of
the Sale and Servicing Agreement, against any and all claim, loss, liability or
expense (including attorneys' fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder or
under any Operative Agreement. The Indenture Trustee or co-trustee, as
applicable, shall notify the Issuer and the Administrator promptly of any claim
for which it may seek indemnity. Failure by the Indenture Trustee or the
co-trustee, as applicable, to so notify the Issuer and the Administrator shall
not relieve the Issuer or the Administrator of their respective obligations
hereunder. The Issuer shall defend any such claim, and the Indenture Trustee and
any co-trustee may have separate counsel and the Issuer shall pay the fees and
expenses of such counsel. The Issuer shall not be required to reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee or any co-trustee through the Indenture Trustee's or
co-trustee's, as the case may be, own willful misconduct, negligence or bad
faith.



                                       36
<PAGE>


         The Issuer's payment obligations to the Indenture Trustee and the Owner
Trustee pursuant to this Section 6.07 shall survive the discharge of this
Indenture and the termination or resignation of the Indenture Trustee. When the
Indenture Trustee or the Owner Trustee incurs expenses after the occurrence of
an Event of Default with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

         Section 6.08. REPLACEMENT OF INDENTURE TRUSTEE. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer. Holders of a majority of Note
Balances of the Notes may remove the Indenture Trustee by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer
shall, remove the Indenture Trustee if:

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

                  (ii)     the Indenture Trustee is adjudged a bankrupt or
         insolvent;

                  (iii)    a receiver or other public officer takes charge of
         the Indenture Trustee or its property; or

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

         If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of the 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.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee 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 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 of Note Balances of
the Notes may petition any court of competent jurisdiction for the appointment
of a successor Indenture Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.

         Section 6.09. 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; PROVIDED,



                                       37
<PAGE>


that such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide each Rating
Agency prior written notice of any such transaction.

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

         Section 6.10. APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE.

         (a)      Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Collateral may at the time be located, the Indenture
Trustee 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 Issuer, and to vest in
such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Collateral, or any part hereof, and, subject to the other
provisions of this Section 6.10, such powers, duties, obligations, rights and
trusts as may be considered necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.08 hereof.

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

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

                  (iii)    the Indenture Trustee may at any time accept the
         resignation of or remove any separate trustee or co-trustee.



                                       38
<PAGE>


         (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, 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.

         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 and it or its
parent shall have a long-term debt rating of "Baa3" or better by Moody's and
"BBB" or better by S&P and Fitch. 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.

         Section 6.12. REPRESENTATIONS AND WARRANTIES. The Indenture Trustee
hereby represents that:

                  (i)      It is a national banking association duly organized,
         validly existing and in good standing under the laws of the United
         States.

                  (ii)     The execution and delivery of this Indenture by it,
         and the performance and compliance with the terms of this Indenture by
         it, will not violate its charter or bylaws.

                  (iii)    It has the full power and authority to enter into and
         consummate all transactions contemplated by this Indenture has duly
         authorized the execution, delivery and performance of this Indenture,
         and has duly executed and delivered this Indenture.

                  (iv)     This Indenture, assuming due authorization, execution
         and delivery by the Issuer, constitutes a valid, legal and binding
         obligation of it, enforceable against it in accordance with the terms
         hereof, subject to (A) applicable bankruptcy, insolvency, receivership,
         reorganization, moratorium and other laws affecting the enforcement of



                                       39
<PAGE>


         creditors' rights generally, and (B) general principles of equity,
         regardless of whether such enforcement is considered in a proceeding in
         equity or at law.

                  (v)      The Indenture Trustee is a "securities intermediary,"
         as such term is defined in Section 8-102(a)(14)(B) of the New York UCC,
         that in the ordinary course of its business maintains "securities
         accounts" for others, as such term is used in Section 8-501 of the New
         York UCC.

         Section 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee which has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.



                                       40
<PAGE>


                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         Section 7.01. ISSUER TO FURNISH 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 each Record Date, a list, in
such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders of Notes 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 to the Indenture Trustee.

         Section 7.02. 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 of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 hereof and the names and addresses of Holders of Notes 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 7.01
upon receipt of a new list so furnished.

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

         (c)      The Issuer and the Indenture Trustee shall have the protection
of TIA Section 3l2(c).

         Section 7.03. REPORTS BY ISSUER.

         (a)      The Issuer shall:

                  (i)      file with the Indenture Trustee and the Commission in
         accordance with the 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

                  (ii)     supply to the Indenture Trustee (and the Indenture
         Trustee shall transmit by mail to all Noteholders described in TIA
         Section 313(c)) such summaries of any information, documents and
         reports required to be filed by the Issuer pursuant to clause (i) of
         this Section 7.03(a) and 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 31st of each year.



                                       41
<PAGE>


         Section 7.04. REPORTS BY INDENTURE TRUSTEE. If required by TIA Section
313(a), within 60 days after each March 1, beginning with March 1, 2006, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Indenture Trustee with the Commission and each securities
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 securities exchange.



                                       42
<PAGE>


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         Section 8.01. 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. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, 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. Any such action shall be
without prejudice to any right to claim an Event of Default under this Indenture
and any right to proceed thereafter as provided in Article V.

         Section 8.02. TRUST ACCOUNTS AND CERTIFICATE ACCOUNT.

         (a)      On or prior to the Closing Date, the Indenture Trustee shall
establish and maintain in its name the Trust Accounts and the Certificate
Account, each as provided in Article V of the Sale and Servicing Agreement.

         (b)      On each Payment Date and Optional Redemption Date, the Paying
Agent (or, if the Indenture Trustee acts as Paying Agent, the Indenture Trustee)
shall pay all amounts on deposit in the Payment Account as provided in Section
5.03 of the Sale and Servicing Agreement.

         (c)      On each Payment Date and each Optional Redemption Date, the
Indenture Trustee hereby authorizes the Owner Trustee or the Certificate Paying
Agent, as applicable, to make the distributions from the Certificate Account as
required pursuant to Section 5.07 of the Sale and Servicing Agreement.

         Section 8.03. GENERAL PROVISIONS REGARDING ACCOUNTS. Funds in the Trust
Accounts maintained by the Indenture Trustee shall be invested to the extent
provided in the Sale and Servicing Agreement.

         Section 8.04. RELEASE OF COLLATERAL.

         (a)      Subject to the payment of its fees and expenses pursuant to
Section 6.07, the Indenture Trustee may, and when required by the provisions of
this Indenture and the Sale and Servicing Agreement shall, execute instruments
to release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. 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.



                                       43
<PAGE>


         (b)      The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due to the Noteholders pursuant to the Sale and
Servicing Agreement and all fees and expenses of the Indenture Trustee, the
Servicer and the Administrator pursuant to this Indenture have been paid,
release any remaining portion of the Collateral 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 Trust Accounts. The Indenture Trustee
shall release property from the lien of this Indenture pursuant to this
subsection (b) only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.01 hereof.



                                       44
<PAGE>


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

         (a)      Without the consent of the Holders of any Notes but with prior
notice to the Rating Agencies, the Issuer and the Indenture Trustee, when
authorized by an Issuer Request, 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 that may be
         inconsistent with any other provision herein or in any supplemental
         indenture;

                  (vi)     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 materially and
         adversely affect the interests of the Holders of the Notes (as
         evidenced by either (i) an Opinion of Counsel delivered to the Servicer
         and the Indenture Trustee or (ii) confirmation from the Rating Agencies
         that such amendment will not result in the reduction or withdrawal of
         the rating of any Class of Notes);

                  (vii)    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 hereof; or

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



                                       45
<PAGE>


         provisions as may be expressly required by the TIA as evidenced by an
         Opinion of Counsel.

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

         (b)      The Issuer and the Indenture Trustee, when authorized by an
Issuer Request, may, also without the consent of any of the Holders of the Notes
and prior notice to the Rating Agencies, 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 as evidenced by an Opinion of
Counsel, (i) is permitted by this Indenture, and (ii) shall not adversely affect
in any material respect the interests of any Noteholder (which may be evidenced
by confirmation from the Rating Agencies that such amendment will not result in
the reduction or withdrawal of the rating of any Class of Notes).

         Section 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and, with the consent of the
Holders of not less than a majority of the Note Balance of each Class of Notes
affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall, without
the consent of the Holder of each Note 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 or the interest rate thereon, change the provisions of this
         Indenture relating to the application of collections on, or the
         proceeds of the sale of, the Trust Estate 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,
         or 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;

                  (ii)     reduce the percentage of the Note Balances 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;

                  (iii)    modify or alter the provisions of the proviso to the
         definition of the term "Outstanding" or modify or alter the exception
         in the definition of the term "Holder";



                                       46
<PAGE>


                  (iv)     reduce the percentage of the Note Balances of the
         Notes required to direct the Indenture Trustee to direct the Issuer to
         sell or liquidate the Trust Estate pursuant to Section 5.04 hereof;

                  (v)      modify any provision of this Section 9.02 except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the Operative Agreements
         cannot be modified or waived without the consent of the Holder of each
         Note affected thereby;

                  (vi)     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

                  (vii)    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 Estate or, except as otherwise permitted or contemplated
         herein, 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;

         Any such action shall not (as evidenced by either (i) an Opinion of
Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation
from the Rating Agencies that such amendment will not result in the reduction or
withdrawal of the rating of any Class of Notes) adversely affect in any material
respect the interest of any Holder (other than a Holder who shall consent to
such supplemental indenture).

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

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.02, 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.

         Notwithstanding any provision of this Indenture to the contrary, the
Indenture Trustee shall not consent to any supplemental indenture pursuant to
Section 9.01 or Section 9.02 unless it shall have first received an Opinion of
Counsel, delivered by (and at the expense of) the Person seeking such
supplemental indenture, to the effect that such supplemental indenture will not
result in the imposition of a tax on any REMIC created hereunder pursuant to the
REMIC Provisions or cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any Notes or Certificates are outstanding and that the
supplemental indenture is being made in accordance with the terms hereof and
that all conditions precedent to the execution of such supplemental indenture in
accordance with the relevant provisions of this Article IX have been met.



                                       47
<PAGE>


         Section 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Section 6.02, shall be fully protected in relying upon, an Opinion of
Counsel to the effect provided in Section 9.07. 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 9.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         Section 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         Section 9.06. 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 a 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.



                                       48
<PAGE>


                                   ARTICLE X

                               REDEMPTION OF NOTES

         Section 10.01. REDEMPTION. The Notes are subject to redemption pursuant
to Section 8.02 of the Sale and Servicing Agreement. The Issuer shall furnish
each Rating Agency notice of such redemption. If any Notes are to be redeemed
pursuant to Section 8.02 of the Sale and Servicing Agreement, the Redeemer shall
furnish notice of its exercise of its option to redeem the Notes to the
Indenture Trustee not later than 5 days prior to the Optional Redemption Date
and the Redeemer shall deposit, by 10:00 A.M. New York City time on the third
Business Day prior to the Optional Redemption Date, with the Indenture Trustee,
the Optional Redemption Price of the Notes to be redeemed, whereupon all such
Notes shall be due and payable on the Optional Redemption Date upon the
furnishing of a notice complying with Section 10.02 hereof to each Holder of the
Notes.

         In connection with any Redemption, the requirements of Section 8.03 of
the Sale and Servicing Agreement must be met.

         Section 10.02. FORM OF REDEMPTION NOTICE. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted not later than 10 days
prior to the applicable Optional Redemption Date to each Holder of Notes, as of
the close of business on the Record Date preceding the applicable Optional
Redemption Date, at such Holder's address or facsimile number appearing in the
Note Register.

         All notices of redemption shall state:

                  (i)      the Optional Redemption Date;

                  (ii)     the Optional Redemption Price; and

                  (iii)    the place where such Notes are to be surrendered for
         payment of the Optional Redemption Price (which shall be the office or
         agency of the Note Registrar to be maintained as provided in Section
         3.02).

         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 10.03. NOTES PAYABLE ON OPTIONAL REDEMPTION DATE. The Notes to
be redeemed shall, following notice of redemption as required under Section
10.02 (in the case of redemption pursuant to Section 10.01) and remittance to
the Indenture Trustee of the Optional Redemption Price as required under Section
10.01, on the Optional Redemption Date become due and payable at the Optional
Redemption Price and (unless the Issuer shall default in the payment of the
Optional Redemption Price) no interest shall accrue on the Optional Redemption
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Optional Redemption Price.



                                       49
<PAGE>

                                   ARTICLE XI

                                REMIC PROVISIONS

         Section 11.01. DESIGNATION OF REMIC INTERESTS.

                                    REMIC 1

         As provided herein, the Indenture Trustee shall elect to treat the
segregated Trust Estate (exclusive of the Pre-Funding Account, the Interest
Coverage Account, any Subsequent Mortgage Loan interest, the Net WAC Rate
Carryover Reserve Account, the Reserve Account and the Cap Contract) as a REMIC
for federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC 1." The Class G Certificates shall represent the sole class
of "residual interests" in REMIC 1 for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC 1
Regular Interests (as defined herein). None of the REMIC 1 Regular Interests
shall be certificated.


<TABLE>
<CAPTION>
                                      REMIC 1                Initial Uncertificated           Latest Possible
       Designation                Remittance Rate                    Balance                  Maturity Date(1)
 -----------------------   ------------------------------  --------------------------  -----------------------------
<S>                                 <C>                          <C>                           <C>
           LT1                      Variable(2)                  $734,644,145.70               August 25, 2034
          LT1PF                     Variable(2)                  $329,327,300.97               August 25, 2034
</TABLE>


----------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Payment Date immediately following the maturity date for the Mortgage
     Loan with the latest maturity date has been designated as the "latest
     possible maturity date" for each REMIC 1 Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 1
     Pass-Through Rate" herein.



                                       50
<PAGE>


                                     REMIC 2

         As provided herein, the Indenture Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC 2." The Class R-2 Interest shall represent the sole class
of "residual interests" in REMIC 2 for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Uncertificated REMIC
2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC 2 Regular Interests (as
defined herein) certificated. None of the REMIC 2 Regular Interests will be
certificated.

<TABLE>
<CAPTION>
                                Uncertificated REMIC 1         Initial Uncertificated      Assumed Final Maturity
        Designation                Pass-Through Rate             Principal Balance                 Date(1)
--------------------------  -----------------------------   ---------------------------   -------------------------
<S>                                   <C>                        <C>                           <C>
           LTAA                       Variable(2)                $ 1,042,692,017.74            August 25, 2034
           LTA1A                      Variable(2)                $     3,870,000.00            August 25, 2034
           LTA1B                      Variable(2)                $       750,000.00            August 25, 2034
           LTA2                       Variable(2)                $     1,120,000.00            August 25, 2034
           LTA3                       Variable(2)                $     1,950,000.00            August 25, 2034
           LTA4                       Variable(2)                $       736,640.00            August 25, 2034
           LTA5                       Variable(2)                $       239,400.00            August 25, 2034
           LTM1                       Variable(2)                $       734,140.00            August 25, 2034
           LTM2                       Variable(2)                $       138,320.00            August 25, 2034
           LTM3                       Variable(2)                $       218,110.00            August 25, 2034
           LTM4                       Variable(2)                $       196,830.00            August 25, 2034
           LTM5                       Variable(2)                $       106,400.00            August 25, 2034
           LTM6                       Variable(2)                $       106,400.00            August 25, 2034
           LTM7                       Variable(2)                $       122,360.00            August 25, 2034
           LTM8                       Variable(2)                $        90,440.00            August 25, 2034
           LTB1                       Variable(2)                $       101,080.00            August 25, 2034
           LTB2                       Variable(2)                $        53,200.00            August 25, 2034
           LTB3                       Variable(2)                $        53,200.00            August 25, 2034
           LTZZ                       Variable(2)                $    10,692,908.93            August 25, 2034
</TABLE>


----------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Payment Date in the month immediately following the maturity date for
     the Mortgage Loan with the latest possible maturity date has been
     designated as the "latest possible maturity date" for each REMIC 2 Regular
     Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 2
     Pass-Through Rate" herein.



                                       51
<PAGE>


                                     REMIC 3

         As provided herein, the Indenture Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC 3." The Class R-3 Interest shall evidence the sole class of
"residual interests" in REMIC 3 for purposes of the REMIC Provisions.

         The following table irrevocably sets forth the designation, the Note
Rate, the Initial Note Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each Class of Notes that represents one or more of the "regular interests" in
REMIC 3 created hereunder:

<TABLE>
<CAPTION>
                                                                                           Assumed Final Maturity
        Designation                Initial Note Balance                Note Rate                   Date(1)
---------------------------   -------------------------------   ------------------------  --------------------------
<S>                                  <C>                              <C>                      <C>
Class A-1A..............             $  387,000,000.00                Variable(2)              August 25, 2034
Class A-2A..............             $   75,000,000.00                Variable(2)              August 25, 2034
Class A-3...............             $  112,000,000.00                Variable(2)              August 25, 2034
Class A-4...............             $  195,000,000.00                Variable(2)              August 25, 2034
Class A-5...............             $   73,664,000.00                Variable(2)              August 25, 2034
Class M-1...............             $   23,940,000.00                Variable(2)              August 25, 2034
Class M-2...............             $   73,414,000.00                Variable(2)              August 25, 2034
Class M-3...............             $   13,832,000.00                Variable(2)              August 25, 2034
Class M-4...............             $   21,811,000.00                Variable(2)              August 25, 2034
Class M-5...............             $   19,683,000.00                Variable(2)              August 25, 2034
Class M-6...............             $   10,640,000.00                Variable(2)              August 25, 2034
Class M-7...............             $   10,640,000.00                Variable(2)              August 25, 2034
Class M-8...............             $   12,236,000.00                Variable(2)              August 25, 2034
Class B-1...............             $    9,044,000.00                Variable(2)              August 25, 2034
Class B-2...............             $   10,108,000.00                Variable(2)              August 25, 2034
Class B-3...............             $    5,320,000.00                Variable(2)              August 25, 2034
Class C Interest........             $    5,319,446.67(3)             Variable(2)              August 25, 2034
</TABLE>


----------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Payment Date in the month immediately following the maturity date for
     the Mortgage Loan with the latest maturity date has been designated as the
     "latest possible maturity date" for each Class of Notes that represents one
     or more of the "regular interests" in REMIC 3.
(2)  Calculated in accordance with the definition of "Note Rate" herein.
(3)  The Class C Interest will accrue interest at its variable Note Rate on the
     Notional Amount of the Class C Interest outstanding from time to time which
     shall equal the aggregate Uncertificated Principal Balance of the REMIC 2
     Regular Interests. The Class C Interest will not accrue interest on its
     Certificate Principal Balance.



                                       52
<PAGE>


                                     REMIC 4

         As provided herein, the Indenture Trustee shall make an election to
treat the Class C Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC 4." The Class R-4
Interest represents the sole class of "residual interests" in REMIC 4 for
purposes of the REMIC Provisions.

         The following table sets forth (or describes) the Class designation,
Note Rate and original Certificate Principal Balance for the Class C
Certificates.

<TABLE>
<CAPTION>
                              Original Class Certificate                                   Assumed Final Maturity
     Class Designation             Principal Balance             Pass-Through Rate                 Date(1)
--------------------------  ------------------------------   -------------------------   ----------------------------
<S>                                <C>                              <C>                        <C>
          Class C                  $  5,319,446.67                  Variable(2)                August 25, 2034
</TABLE>


----------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Payment Date in the month immediately following the maturity date for
     the Mortgage Loan with the latest maturity date has been designated as the
     "latest possible maturity date" for the Class C Certificates.
(2)  The Class C Certificates will receive 100% of amounts received in respect
     of the Class C Interest. The Class C Certificates will also be entitled to
     Subsequent Mortgage Loan interest, as a right with respect to a component
     of the Class C Certificates that will not be treated as a REMIC regular
     interest but rather as separate interest strips from the Subsequent
     Mortgage Loans for a specified period of time.



                                       53
<PAGE>


         Section 11.02. PAYMENTS ON REMIC REGULAR INTERESTS.

         (a)      On each Payment Date, the Indenture Trustee shall cause in the
following order of priority, the following amounts which shall be deemed to be
paid by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or
withdrawn from the Payment Account and paid to the holders of the Class R
Certificates (in respect of the Class R-1 Interest), as the case may be:

                  (1)      to the Holders of REMIC 1 Regular Interest LT1 and
         REMIC 1 Regular Interest LT1PF in an amount equal to (A) the
         Uncertificated Accrued Interest for each REMIC 1 Regular Interest for
         such Payment Date, plus (B) any amounts in respect thereof remaining
         unpaid from previous Payment Dates; and

                  (2)      to the Holders of REMIC 1 Regular Interest LT1 and
         REMIC 1 Regular Interest LT1PF, in an amount equal to the remainder of
         the Available Funds for such Payment Date after the payments made
         pursuant to clause (1) above, allocated as follows:

                  (a)      to the Holders of REMIC 1 Regular Interest LT1, until
         the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1 is
         reduced to zero;

                  (b)      to the Holders of REMIC 1 Regular Interest LT1PF,
         until the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LT1PF is reduced to zero; and

                  (c)      any remaining amount to the Holders of the Class R
         Certificates (in respect of the Class R-1 Interest).

         (b)      On each Payment Date, the Indenture Trustee shall cause in the
following order of priority, the following amounts which shall be deemed to be
distributed by REMIC 2 to REMIC 3 on account of the REMIC 2 Regular Interests or
withdrawn from the Payment Account and paid to the holders of the Class R
Certificates (in respect of the Class R-2 Interest), as the case may be:

                  (i)      first, to the extent of Available Funds, to Holders
         of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA1A, REMIC
         2 Regular Interest LTA1B, REMIC 2 Regular Interest LTA3, REMIC 2
         Regular Interest LTA4, REMIC 2 Regular Interest LTA5, REMIC 2 Regular
         Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
         LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
         REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
         Regular Interest LTM8, REMIC 2 Regular Interest LTB1, REMIC 2 Regular
         Interest LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2 Regular
         Interest LTZZ, on a PRO RATA basis, in an amount equal to (A) the
         Uncertificated Accrued Interest for such Payment Date, plus (B) any
         amounts in respect thereof remaining unpaid from previous Payment
         Dates. Amounts payable as Uncertificated Accrued Interest in respect of
         REMIC 2 Regular Interest LTZZ shall be reduced and deferred when the
         REMIC 2 Overcollateralization Amount is less than the REMIC 2
         Overcollateralization Target Amount, by the lesser of (x) the amount of
         such difference and (y) the Maximum Uncertificated Accrued Interest
         Deferral Amount and such amount will be payable to the Holders of REMIC
         2 Regular Interest LTA1A, REMIC 2 Regular Interest LTA1B,



                                       54
<PAGE>


         REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2
         Regular Interest LTA5, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
         Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest
         LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
         REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2
         Regular Interest LTB1, REMIC 2 Regular Interest LTB2 and REMIC 2
         Regular Interest LTB3, in the same proportion as the
         Overcollateralization Deficiency Amount is allocated to the
         Corresponding Notes and the Uncertificated Principal Balance of the
         REMIC 2 Regular Interest LTZZ shall be increased by such amount; and

                  (ii)     second, to the Holders of REMIC 2 Regular Interests,
         in an amount equal to the remainder of the Available Funds for such
         Payment Date after the distributions made pursuant to clause (i) above,
         allocated as follows:

                  (a)      98.00% of such remainder to the Holders of REMIC 2
         Regular Interest LTAA, until the Uncertificated Principal Balance of
         such Uncertificated REMIC 2 Regular Interest is reduced to zero;

                  (b)      2.00% of such remainder first, to the Holders of
         REMIC 2 Regular Interest LTA1A, REMIC 2 Regular Interest LTA1B, REMIC 2
         Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular
         Interest LTA5, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
         LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
         REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2
         Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
         Interest LTB1, REMIC 2 Regular Interest LTB2 and REMIC 2 Regular
         Interest LTB3, of and in the same proportion as principal payments are
         allocated to the Corresponding Notes, until the Uncertificated
         Principal Balances of such REMIC 2 Regular Interests are reduced to
         zero, and second, to the Holders of REMIC 2 Regular Interest LTZZ,
         until the Uncertificated Principal Balance of such REMIC 2 Regular
         Interest is reduced to zero; and

                  (c)      any remaining amount to the Holders of the Class R
         Certificates (in respect of the Class R-2 Interest).

         Section 11.03. ALLOCATION OF REALIZED LOSSES ON THE REMIC REGULAR
INTERESTS.

         (a)      Realized Losses on the Mortgage Loans that are allocated to
the Class C Notes, Class B Notes, Mezzanine Notes and Class A-5 Notes shall be
deemed to have been allocated by the Indenture Trustee on each Payment Date to
the REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF until the
Uncertificated Principal Balance of each such REMIC 1 Regular Interest has been
reduced to zero; provided however, with respect to the first three Payment
Dates, all Realized Losses on the Initial Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT1 until the Uncertificated Principal Balance thereof
has been reduced to zero, and all Realized Losses on the Subsequent Mortgage
Loans shall be allocated to REMIC 1 Regular Interest LT1PF until the
Uncertificated Principal Balance thereof has been reduced to zero. Realized
Losses on the Mortgage Loans that are allocated to the Class G Certificates
shall be allocated by the Indenture Trustee on each Payment Date to the Class G
Certificates.




                                       55
<PAGE>


         (b)      Realized Losses on the Mortgage Loans that are allocated to
the Class C Notes, Class B Notes, Mezzanine Notes and Class A-5 Notes shall be
deemed to have been allocated in the specified percentages, as follows: first,
to Uncertificated Accrued Interest payable to the REMIC 2 Regular Interest LTAA
and REMIC 2 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA and REMIC 2
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTB3 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTB3 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTB2 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTB2 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTB1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTB1 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM8 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM8 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM7 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM7 has been reduced to zero; eighth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM6 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM6 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM5 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM5 has been
reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM4 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM4 has been reduced to zero; eleventh, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM3 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM3 has been reduced to zero; twelfth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM2 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM2 has been
reduced to zero; thirteenth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM1 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM1 has been reduced to zero and
fourteenth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTA5 and REMIC 2 Regular Interest LTZZ, 98%, 1%
and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2
Regular Interest LTA5 has been reduced to zero.



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<PAGE>

         Section 11.04. REMIC ADMINISTRATION.

         (a)      REMIC elections as set forth in Section 11.01 shall be made by
the Indenture Trustee on Form 1066 or other appropriate federal tax or
information return for the taxable year ending on the last day of the calendar
year in which the Notes are issued. The regular interests and residual interest
in each REMIC shall be as designated in Section 11.01.

         (b)      The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code.

         (c)      The Indenture Trustee shall pay any and all expenses relating
to any tax audit of any REMIC (including, but not limited to, any professional
fees or any administrative or judicial proceedings with respect to any REMIC
that involve the Internal Revenue Service or state tax authorities), including
the expense of obtaining any tax related Opinion of Counsel. The Indenture
Trustee shall be entitled to reimbursement of expenses incurred pursuant to this
Section 9.01(c) to the extent provided in Section 6.07.

         (d)      The Indenture Trustee shall prepare, sign and file, all of the
REMICs' federal and state tax and information returns (including Form 8811) as
the direct representative of each REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Indenture Trustee.

         (e)      The Holder of the Class G Certificate at any time holding the
largest Percentage Interest thereof shall be the "tax matters person" as defined
in the REMIC Provisions (the related "Tax Matters Person") with respect to REMIC
1 and shall act as Tax Matters Person for REMIC 1. The Holder of the Class R
Certificate at any time holding the largest Percentage Interest thereof shall be
the Tax Matters Person with respect to REMIC 2 and REMIC 3 and shall act as Tax
Matters Person for REMIC 2 and REMIC 3. The Holder of the Class R-X Certificate
at any time holding the largest Percentage Interest thereof shall be the Tax
Matters Person with respect to REMIC 4 and shall act as Tax Matters Person for
REMIC 4. The Indenture Trustee, as agent for the Tax Matters Person, shall
perform on behalf of each REMIC all reporting and other tax compliance duties
that are the responsibility of such REMIC under the Code, the REMIC Provisions,
or other compliance guidance issued by the Internal Revenue Service or any state
or local taxing authority. Among its other duties, if required by the Code, the
REMIC Provisions, or other such guidance, the Indenture Trustee, as agent for
the Tax Matters Person, shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Class R, Class R-X or Class G Certificate to any
disqualified person or organization and (ii) to the Noteholders such information
or reports as are required by the Code or REMIC Provisions. The Indenture
Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of any REMIC, enter into settlement agreements with any
government taxing agency, extend any statute of limitations relating to any item
of any REMIC and otherwise act on behalf of any REMIC in relation to any tax
matter involving the Trust.



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<PAGE>


         (f)      The Indenture Trustee, the Issuer and the Holders of Notes
shall take any action or cause the REMIC to take any action necessary to create
or maintain the status of each REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. Neither
the Trustee, the Issuer nor the Holder of any Class G, Class R or Class R-X
Certificate shall knowingly take any action, cause any REMIC created hereunder
to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of such REMIC as a REMIC or (ii) result in the
imposition of a tax upon such REMIC (including but not limited to the tax on
prohibited transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth on Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Indenture Trustee and the Issuer
have received an Opinion of Counsel (at the expense of the party seeking to take
such action) to the effect that the contemplated action will not endanger such
status or result in the imposition of such a tax. In addition, prior to taking
any action with respect to any REMIC created hereunder or the assets therein, or
causing such REMIC to take any action, which is not expressly permitted under
the terms of this Agreement, any Holder of a Class G, Class R or Class R-X
Certificate will consult with the Indenture Trustee and the Issuer, or their
respective designees, in writing, with respect to whether such action could
cause an Adverse REMIC Event to occur with respect to any REMIC, and no such
Person shall take any such action or cause any REMIC to take any such action as
to which the Indenture Trustee or the Issuer has advised it in writing that an
Adverse REMIC Event could occur.

         (g)      The Holders of the Class R Certificates shall pay when due any
and all taxes imposed on each REMIC created hereunder by federal or state
governmental authorities. To the extent that such taxes are not paid by the
Holder of the Class R Certificates, the Indenture Trustee shall pay any
remaining REMIC taxes out of other amounts held in the Payment Account, and
shall reduce amounts otherwise payable to Holders of regular interests in the
related REMIC. [Subject to the foregoing, in the event that a REMIC incurs a
state or local tax, including franchise taxes, as a result of a determination
that such REMIC is domiciled in the State of California for state tax purposes
by virtue of the location of the Servicer, the Servicer agrees to pay on behalf
of such REMIC when due, any and all state and local taxes imposed as a result of
such a determination, in the event that the Holder of the Class G, Class R or
Class R-X Certificate fails to pay such taxes, if any, when imposed.]

         (h)      The Indenture Trustee, as agent for the Tax Matters Person,
shall, for federal income tax purposes, maintain books and records with respect
to each REMIC created hereunder on a calendar year and on an accrual basis.

         (i)      No additional contributions of assets shall be made to any
REMIC created hereunder, except as expressly provided in this Agreement with
respect to Qualifying Substitute Mortgage Loans.

         (j)      Neither the Issuer nor the Indenture Trustee shall enter into
any arrangement by which any REMIC created hereunder will receive a fee or other
compensation for services.



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<PAGE>


         (k)      The Trustee will apply for an Employee Identification Number
from the Internal Revenue Service via a Form SS-4 or other acceptable method for
all tax entities and shall complete the Form 8811.

         Section 11.05. PROHIBITED TRANSACTIONS AND ACTIVITIES. Neither the
Issuer nor the Indenture Trustee shall sell, dispose of, or substitute for any
of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure
of a Mortgage Loan, (ii) the bankruptcy of the Issuer, (iii) an optional
redemption pursuant to Section 8.02 of the Servicing Agreement, (iv) a
substitution of a Qualifying Substitute Mortgage Loan pursuant to Section 3.04
of the Sale and Servicing Agreement or (v) a repurchase of Mortgage Loans
pursuant to Section 3.04 of the Sale and Servicing Agreement, nor acquire any
assets for any REMIC, nor sell or dispose of any investments in the Payment
Account for gain, nor accept any contributions to any REMIC after the Closing
Date, unless it has received an Opinion of Counsel (at the expense of the party
causing such sale, disposition, or substitution) that such disposition,
acquisition, substitution, or acceptance will not (a) affect adversely the
status of any REMIC created hereunder as a REMIC or of the interests therein
other than the Class G, Class R or Class R-X Certificates as the regular
interests therein, (b) affect the payment of interest or principal on the Notes,
(c) result in the encumbrance of the assets pledged to the Indenture Trustee
(except pursuant to the provisions of this Agreement) or (d) cause any REMIC
created hereunder to be subject to a tax on prohibited transactions or
prohibited contributions pursuant to the REMIC Provisions.

         Section 11.06. INDEMNIFICATION WITH RESPECT TO CERTAIN TAXES AND LOSS
OF REMIC STATUS. In the event that any REMIC fails to qualify as a REMIC, loses
its status as a REMIC, or incurs federal, state or local taxes as a result of a
prohibited transaction or prohibited contribution under the REMIC Provisions due
to the negligent performance by the Indenture Trustee of its duties and
obligations set forth herein, the Indenture Trustee shall indemnify the Issuer
against any and all losses resulting from such negligence; provided, however,
that the Indenture Trustee shall not be liable for any such losses attributable
to the action or inaction of the Issuer, the Servicer, the Depositor or the
Holder of a Class G, Class R or Class R-X Certificate, as applicable, nor for
any such losses resulting from misinformation provided by the Holder of such
Class G, Class R or Class R-X Certificate on which the Indenture Trustee has
relied. The foregoing shall not be deemed to limit or restrict the rights and
remedies of the Holder of such Class G, Class R or Class R-X Certificate now or
hereafter existing at law or in equity. Notwithstanding the foregoing, however,
in no event shall the Indenture Trustee have any liability (1) for any action or
omission that is taken in accordance with and in compliance with the express
terms of, or which is expressly permitted by the terms of, this Indenture, (2)
for any losses other than arising out of a negligent performance by the
Indenture Trustee of its duties and obligations set forth herein, and (3) for
any special or consequential damages to Noteholders (in addition to payment of
principal and interest on the Notes).



                                       59
<PAGE>


                                  ARTICLE XII

                                  MISCELLANEOUS

         Section 12.01. 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: (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
11.01; PROVIDED, that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion pursuant to clauses (i),
(ii) or (iii) above 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 12.02. 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 such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of



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<PAGE>


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 Depositor, the Issuer or the Administrator, stating that the
information with respect to such factual matters is in the possession of the
Servicer, the Depositor, the Issuer or the Administrator, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

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

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

         Section 12.03. 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 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section 11.03.

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

         (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 12.04. NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING
AGENCIES. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other



                                       61
<PAGE>


documents provided or permitted by this Indenture shall be in writing and if
such request, demand, authorization, direction, notice, consent, waiver or act
of Noteholders is to be made upon, given or furnished to or filed with:

                  (i)      the Indenture Trustee by any Noteholder or by the
         Issuer shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Indenture Trustee at its
         Corporate Trust Office, or

                  (ii)     the Issuer by the Indenture Trustee or by any
         Noteholder shall be sufficient for every purpose hereunder if in
         writing and mailed first-class, postage prepaid to the Issuer addressed
         to the address provided in the Sale and Servicing Agreement, or at any
         other address previously furnished in writing to the Indenture Trustee
         by the Issuer or the Administrator. The Issuer shall promptly transmit
         any notice received by it from the Noteholders to the Indenture
         Trustee.

         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
or mailed by certified mail, return receipt requested, to the address provided
in the Sale and Servicing Agreement or such other address as shall be designated
by written notice to the other parties.

         Section 12.05. 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, at such Holder's 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, and shall not under any circumstance constitute an Event of
Default.



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<PAGE>


         Section 12.06. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

         Section 12.07. 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 12.08. 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, co-trustees and agents.

         Section 12.09. SEVERABILITY. 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 12.10. BENEFITS OF INDENTURE AND CONSENTS OF NOTEHOLDERS.
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 Owner
Trustee and the Noteholders, any benefit or any legal or equitable right, remedy
or claim under this Indenture. Each Noteholder and Note Owner, by acceptance of
a Note or, in the case of a Note Owner, a beneficial interest in a Note,
consents to and agrees to be bound by the terms and conditions of this
Indenture.

         Section 12.11. 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 additional interest
shall accrue for the period from and after any such nominal date in respect of
such payment date.

         Section 12.12. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 12.13. 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.



                                       63
<PAGE>


         Section 12.14. 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 Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) 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 12.15. TRUST OBLIGATIONS. 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 this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in their respective individual
capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Indenture Trustee or the Owner Trustee in its respective individual capacity,
any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of 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 respective individual capacities) and
except that any such partner, 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 V, VI and VII of the Trust Agreement.

         In addition, (i) this Indenture is executed and delivered by Wilmington
Trust Company, not individually or personally but solely as Owner Trustee, in
the exercise of the powers and authority conferred and vested in it, (ii) each
of the representations, undertakings and agreements herein made on the part of
the Issuer or the Owner Trustee is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but is
made and intended for the purpose for binding only the Issuer, (iii) nothing
herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the Indenture Trustee and by any Person claiming by, through
or under the Indenture Trustee, and (iv) under no circumstances shall Wilmington
Trust Company be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this
Indenture or the Operative Agreements.

         Section 12.16. 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 Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under the Bankruptcy Code or any other United States
federal or state bankruptcy, insolvency or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the Operative
Agreements except that the Indenture Trustee shall not be prohibited from filing
proofs of claim in connection with any such proceedings.



                                       64
<PAGE>


         Section 12.17. INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee 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 Public Accountants, and to
discuss the Issuer's affairs, finances and accounts with the Issuer's officers,
employees and Independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested. The Indenture Trustee shall,
and shall cause its representatives to, hold in confidence all such information
except to the extent disclosure may be required by law (and all reasonable
applications for confidential treatment are unavailing) and except to the extent
that the Indenture Trustee may reasonably determine that such disclosure is
consistent with its obligations hereunder.

         Nothwithstanding anything herein to the contrary, the foregoing shall
not be construed to prohibit (i) disclosure of any and all information that is
or becomes publicly known or information obtained by the Indenture Trustee from
sources other than the Issuer, (ii) disclosure of any and all information (A) if
required to do so by any applicable statute, law, rule or regulation, (B) to any
government agency or regulatory body having or claiming authority to regulate or
oversee any respects of the Indenture Trustee's business or that of its
affiliates, (C) pursuant to any subpoena, civil investigative demand or similar
demand or request of any court, regulatory authority, arbitrator or arbitration
to which the Indenture Trustee or an affiliate or an officer, director, employer
or shareholder thereof is a party, (D) in any preliminary or final offering
circular, registration statement or contract or other document pertaining to the
transactions contemplated by the Agreement approved in advance by the Issuer or
(E) to any affiliate, independent or internal auditor, agent, employee or
attorney of the Indenture Trustee having a need to know the same, provided that
the Trustee advises such recipient of the confidential nature of the information
being disclosed, or (iii) any other disclosure authorized by the Servicer or the
Issuer.



                                       65
<PAGE>


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

                          GREENPOINT MORTGAGE FUNDING TRUST 2005-HE1, as Issuer

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


                          By:  /s/ Janel R. Havrilla
                               -------------------------------------------------
                               Name:  Janel R. Havrilla
                               Title: Financial Services Officer


                          DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its
                          individual capacity but solely as Indenture Trustee



                          By:  /s/ Nicholas Gisler
                               -------------------------------------------------
                               Name:  Nicholas Gisler
                               Title: Associate

                          By:  /s/ Ronaldo Reyes
                               -------------------------------------------------
                               Name:  Ronaldo Reyes
                               Title: Vice President


<PAGE>


                                                                       EXHIBIT A

                                 FORMS OF NOTES





                                      A-1

<PAGE>

                                CLASS A-1A NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                   CLASS A-1A


AGGREGATE NOTE BALANCE:                         NOTE RATE: Variable
$387,000,000.00

INITIAL NOTE BALANCE OF THIS NOTE:              NOTE NO. 1
$387,000,000.00

PERCENTAGE INTEREST: 100%                       CUSIP NO. 39538W AA 6

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($387,000,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-1A Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-1A Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class A-1A Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>



         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>



                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>



                                CLASS A-1B NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                   CLASS A-1B


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$75,000,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$75,000,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AT 5

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($75,000,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-1B Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-1B Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class A-1B Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>


                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS A-2 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS A-2


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$112,000,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$112,000,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AB 4

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($112,000,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-2 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-2 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class A-2 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:____________________________________
                                                  Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
            Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS A-3 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS A-3


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$195,000,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$195,000,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AC 2

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($195,000,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-3 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-3 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class A-3 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS A-4 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS A-4


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$73,664,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$73,664,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AD 0

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($73,664,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-4 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-4 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class A-4 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
            Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS A-5 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS A-5


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$23,940,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$23,940,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AE 8

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($23,940,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-5 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-5 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class A-5 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
            Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.


<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS M-1 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES TO THE EXTENT DESCRIBED IN THE
INDENTURE REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-1


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$73,414,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$73,414,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AF 5

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($73,414,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-1 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-1 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-1 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                  Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS M-2 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES AND THE CLASS M-1 NOTES TO THE
EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-2


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$13,832,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$13,832,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AG 3

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($13,832,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-2 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-2 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-2 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.





<PAGE>


                                 CLASS M-3 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES AND THE CLASS
M-2 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-3


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$21,811,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$21,811,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AH 1

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($21,811,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-3 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-3 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-3 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.





<PAGE>


                                 CLASS M-4 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES AND THE CLASS M-3 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-4


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$19,683,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$19,683,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AJ 7


         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($19,683,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-4 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-4 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-4 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS M-5 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES, THE CLASS M-3 NOTES AND THE CLASS M-4 NOTES TO THE EXTENT DESCRIBED
IN THE INDENTURE REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-5


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$10,640,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$10,640,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AK 4

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($10,640,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-5 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-5 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-5 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
            Authorized Signatory



<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.




<PAGE>


                                 CLASS M-6 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES, THE CLASS M-3 NOTES, THE CLASS M-4 NOTES AND THE CLASS M-5 NOTES TO
THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-6


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$10,640,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$10,640,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AL 2

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($10,640,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-6 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-6 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-6 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.





<PAGE>


                                 CLASS M-7 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES, THE CLASS M-3 NOTES, THE CLASS M-4 NOTES, THE CLASS M-5 NOTES AND THE
CLASS M-6 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-7


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$12,236,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$12,236,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AM 0

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($12,236,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-7 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-7 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-7 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.





<PAGE>


                                 CLASS M-8 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES, THE CLASS M-3 NOTES, THE CLASS M-4 NOTES, THE CLASS M-5 NOTES, THE
CLASS M-6 NOTES AND THE CLASS M-7 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS M-8


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$9,044,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$9,044,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AN 8

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($9,044,000.00) in monthly installments
on the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in April 2005
and ending on or before the Payment Date occurring on the Final Stated Maturity
Date and to pay interest on the Note Balance of this Note (this "Note")
outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-8 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-8 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class M-8 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (i) Such Person is neither (A) an employee
benefit plan, an Archer MSA as described in Section 220(d) of the Code, an
education individual retirement account as described in Section 530 of the Code
or other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or the
Code (each, a "Plan"), nor (B) any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" (as defined under the DOL Regulation at 29
C.F.R. Section 2510.3-101) of a Plan ("Plan Assets"); or (ii) in the case of the
Class A Notes and Mezzanine Notes, such Person is a Plan or a Person purchasing
such Note with "plan assets" and represents that, as of the date of the
transfer, (A) the Notes are rated investment grade or better, (B) such Person
believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Notes and (C) the acquisition and holding of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code; or (iii) in the case of the Class A Notes and Mezzanine Notes, such
Person has provided the Indenture Trustee with an Opinion of Counsel, which
Opinion of Counsel will not be at the expense of the Issuer, the Trust, the
Depositor or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Issuer, the Trust, the Depositor or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
            Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.





<PAGE>


                                 CLASS B-1 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES AND THE MEZZANINE NOTES TO THE
EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). ANY RESALE OR TRANSFER OF THIS NOTE WITHOUT REGISTRATION THEREOF
UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS B-1


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$10,108,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$10,108,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AP 3

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($10,108,000.00) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in April 2005 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
B-1 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class B-1 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class B-1 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         No transfer, sale, pledge or other disposition of this Note or interest
herein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws, or is otherwise made in accordance
with the Securities Act and such state securities laws. If a transfer of this is
to be made without registration under the Securities Act (other than in
connection with the initial issuance thereof or a transfer thereof by the
Depositor or one of its Affiliates), then the Note Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) a certificate from the Noteholder desiring to effect such transfer in
the form attached as Exhibit C-1 of the Indenture and a certificate from such
Noteholder's prospective transferee in the form attached as Exhibit C-2 of the
Indenture (which in the case of the Book-Entry Notes, the Noteholder and the
Noteholder's prospective transferee will be deemed to have represented such
certification). None of the Issuer, the Depositor, the Indenture Trustee, the
Administrator, the Owner Trustee, the Servicer or the Note Registrar is
obligated to register or qualify this Note under the Securities Act or any other
securities law or to take any action not otherwise required under this Indenture
to permit the transfer of this Note or interest herein without registration or
qualification. Any Noteholder desiring to effect a transfer of this Note or
interests therein shall, and does hereby agree to, indemnify the Issuer, the
Depositor, the Indenture Trustee, the Administrator, the Owner Trustee, the
Servicer and the Note Registrar against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that this Note may not be purchased by a Plan or person
using Plan Assets.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                                 CLASS B-2 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE MEZZANINE NOTES AND THE CLASS
B-1 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). ANY RESALE OR TRANSFER OF THIS NOTE WITHOUT REGISTRATION THEREOF
UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS B-2


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$5,320,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$5,320,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AQ 1

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($5,320,000.00) in monthly installments
on the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in April 2005
and ending on or before the Payment Date occurring on the Final Stated Maturity
Date and to pay interest on the Note Balance of this Note (this "Note")
outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
B-2 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class B-2 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class B-2 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         No transfer, sale, pledge or other disposition of this Note or interest
herein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws, or is otherwise made in accordance
with the Securities Act and such state securities laws. If a transfer of this
Note is to be made without registration under the Securities Act (other than in
connection with the initial issuance thereof or a transfer thereof by the
Depositor or one of its Affiliates), then the Note Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) a certificate from the Noteholder desiring to effect such transfer in
the form attached as Exhibit C-1 of the Indenture and a certificate from such
Noteholder's prospective transferee in the form attached as Exhibit C-2 of the
Indenture (which in the case of the Book-Entry Notes, the Noteholder and the
Noteholder's prospective transferee will be deemed to have represented such
certification). None of the Issuer, the Depositor, the Indenture Trustee, the
Administrator, the Owner Trustee, the Servicer or the Note Registrar is
obligated to register or qualify this Note under the Securities Act or any other
securities law or to take any action not otherwise required under this Indenture
to permit the transfer of this Note or interest herein without registration or
qualification. Any Noteholder desiring to effect a transfer of this Note or
interests therein shall, and does hereby agree to, indemnify the Issuer, the
Depositor, the Indenture Trustee, the Administrator, the Owner Trustee, the
Servicer and the Note Registrar against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that this Note may not be purchased by a Plan or person
using Plan Assets.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or

<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
           Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.




<PAGE>


                                 CLASS B-3 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 2.03(c)
OF THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE MEZZANINE NOTES, THE CLASS
B-1 NOTES AND THE CLASS B-2 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
REFERRED TO HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). ANY RESALE OR TRANSFER OF THIS NOTE WITHOUT REGISTRATION THEREOF
UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN.

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


<PAGE>



                   GREENPOINT MORTGAGE FUNDING TRUST, 2005-HE1
                       ASSET-BACKED NOTES, SERIES 2005-HE1
                                    CLASS B-3


AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$5,320,000.00

INITIAL NOTE BALANCE OF THIS NOTE:                 NOTE NO. 1
$5,320,000.00

PERCENTAGE INTEREST: 100%                          CUSIP NO. 39538W AR 9

         GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($5,320,000.00) in monthly installments
on the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in April 2005
and ending on or before the Payment Date occurring on the Final Stated Maturity
Date and to pay interest on the Note Balance of this Note (this "Note")
outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-HE1 (the "Notes"), issued under an Indenture
dated as of March 30, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
B-3 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.


<PAGE>

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, as set
forth in Section 8.02 of the Sale and Servicing Agreement.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class B-3 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Class B-3 Notes
pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the office or agency of the Note Registrar
on behalf of the Issuer maintained by it for such purpose pursuant to Section
3.02 of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


<PAGE>

         No transfer, sale, pledge or other disposition of this Note or interest
herein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws, or is otherwise made in accordance
with the Securities Act and such state securities laws. If a transfer of this
Note is to be made without registration under the Securities Act (other than in
connection with the initial issuance thereof or a transfer thereof by the
Depositor or one of its Affiliates), then the Note Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) a certificate from the Noteholder desiring to effect such transfer in
the form attached as Exhibit C-1 of the Indenture and a certificate from such
Noteholder's prospective transferee in the form attached as Exhibit C-2 of the
Indenture (which in the case of the Book-Entry Notes, the Noteholder and the
Noteholder's prospective transferee will be deemed to have represented such
certification). None of the Issuer, the Depositor, the Indenture Trustee, the
Administrator, the Owner Trustee, the Servicer or the Note Registrar is
obligated to register or qualify this Note under the Securities Act or any other
securities law or to take any action not otherwise required under this Indenture
to permit the transfer of this Note or interest herein without registration or
qualification. Any Noteholder desiring to effect a transfer of this Note or
interests therein shall, and does hereby agree to, indemnify the Issuer, the
Depositor, the Indenture Trustee, the Administrator, the Owner Trustee, the
Servicer and the Note Registrar against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that this Note may not be purchased by a Plan or person
using Plan Assets.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or


<PAGE>

any one or more predecessor Notes) shall bind the Holder of every 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 such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the Clearing Agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: March _____, 2005

                                        GREENPOINT MORTGAGE FUNDING TRUST
                                        2005-HE1

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


                                        By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee



By:______________________________________
          Authorized Signatory




<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --      as tenants in common
               TEN ENT    --      as tenants by the entireties
               JT TEN     --      as joint tenants with right of survivorship
                                  and not as tenants in common
      UNIF GIFT MIN ACT   --      __________ Custodian ________________________
                                    (Cust)                     (Minor)

                                  under Uniform Gifts to Minor Act ____________
                                                                     (State)

                  Additional abbreviations may also be used though not in the
above LIST.



<PAGE>




                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:

                ________________________________________________

                ________________________________________________

                ________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)


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

Dated:________________________________        _________________________________

Signature Guaranteed by_________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>


                                                                       EXHIBIT B


                                   [RESERVED]



                                       B-1
<PAGE>


                                   EXHIBIT C-1

                         FORM OF TRANSFEROR CERTIFICATE

                       FOR TRANSFERS OF THE CLASS B NOTES

                                                              [Date]

[NOTE REGISTRAR]

             Re:      GreenPoint Mortgage Funding Trust 2005-HE1
                      ASSET-BACKED NOTES, SERIES 2005-HE1, CLASS B (THE "NOTES")

Ladies and Gentlemen:

                  In connection with the sale by _____________________________
(the "Transferor") to _________________________ (the "Transferee") of the Class
B-__ Notes having an initial aggregate Note Balance as of March 30, 2005 (the
"Closing Date") of $______________ (the "Transferred Notes"). The Notes,
including the Transferred Notes, were issued pursuant to the Indenture, dated as
of March 30, 2005 (the "Indenture"), between GreenPoint Mortgage Funding Trust
2005-HE1 (the "Issuer") and Deutsche Bank National Trust Company (the "Indenture
Trustee"). All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Indenture. The Transferor hereby
certifies, represents and warrants to you, as Note Registrar, and for the
benefit of the Issuer, the Indenture Trustee and the Transferee, that:

                  1.       The Transferor is the lawful owner of the Transferred
Notes with the full right to transfer such Notes free from any and all claims
and encumbrances whatsoever.

                  2.       Neither the Transferor nor anyone acting on its
behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any
Note, any interest in any Note or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of any Note, any interest in any Note or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with
respect to any Note, any interest in any Note or any other similar security with
any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, which (in the
case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of any Note under the Securities Act of 1933, as
amended (the "Securities Act"), or would render the disposition of any Note a
violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of any Note pursuant to the
Securities Act or any state securities laws.

                  3.       The Transferor and any person acting on behalf of the
Transferor in this matter reasonably believe that the Transferee is a "qualified
institutional buyer" as that term is defined in Rule l44A ("Rule l44A") under
the Securities Act (a "Qualified Institutional Buyer") purchasing for its own
account or for the account of a Qualified Institutional Buyer. In determining
whether the Transferee is a Qualified Institutional Buyer, the Transferor and
any person acting on behalf of the Transferor in this matter have relied upon
the following method(s)



                                     C-1-1
<PAGE>


of establishing the Transferee's ownership and discretionary investments of
securities (check one or more):

                  ____     (a) The Transferee's most recent publicly available
                           financial statements, which statements present the
                           information as of a date within 16 months preceding
                           the date of sale of the Transferred Note in the case
                           of a U.S. purchaser and within 18 months preceding
                           such date of sale for a foreign purchaser; or

                  ____     (b) The most recent publicly available information
                           appearing in documents filed by the Transferee with
                           the Securities and Exchange Commission or another
                           United States federal, state, or local governmental
                           agency or self-regulatory organization, or with a
                           foreign governmental agency or self-regulatory
                           organization, which information is as of a date
                           within 16 months preceding the date of sale of the
                           Transferred Note in the case of a U.S. purchaser and
                           within 18 months preceding such date of sale for a
                           foreign purchaser, or

                  ____     (c) The most recent publicly available information
                           appearing in a recognized securities manual, which
                           information is as of a date within 16 months
                           preceding the date of sale of the Transferred Note in
                           the case of a U.S. purchaser and within 18 months
                           preceding such date of sale for a foreign purchaser,
                           or

                  ____     (d) A certification by the chief financial officer, a
                           person fulfilling an equivalent function, or other
                           executive officer of the Transferee, specifying the
                           amount of securities owned and invested on a
                           discretionary basis by the Transferee as of a
                           specific date on or since the close of the
                           Transferee's most recent fiscal year, or, in the case
                           of a Transferee that is a member of a "family of
                           investment companies", as that term is defined in
                           Rule 144A, a certification by an executive officer of
                           the investment adviser specifying the amount of
                           securities owned by the "family of investment
                           companies" as of a specific date on or since the
                           close of the Transferee's most recent fiscal year.

                  4.       The Transferor and any person acting on behalf of the
Transferor understand that in determining the aggregate amount of securities
owned and invested on a discretionary basis by an entity for purposes of
establishing whether such entity is a Qualified Institutional Buyer:

                  (a) the following instruments and interests shall be excluded:
                  securities of issuers that are affiliated with the Transferee;
                  securities that are part of an unsold allotment to or
                  subscription by the Transferee, if the Transferee is a dealer;
                  securities of issuers that are part of the Transferee's
                  "family of investment companies", if the Transferee is a
                  registered investment company; bank deposit notes and
                  certificates of deposit; loan participations; repurchase
                  agreements; securities owned but subject to a repurchase
                  agreement; and currency, interest rate and commodity swaps;




                                     C-1-2
<PAGE>


                  (b) the aggregate value of the securities shall be the cost of
                  such securities, except where the entity reports its
                  securities holdings in its financial statements on the basis
                  of their market value, and no current information with respect
                  to the cost of those securities has been published, in which
                  case the securities may be valued at market;

                  (c) securities owned by subsidiaries of the entity that are
                  consolidated with the entity in its financial statements
                  prepared in accordance with generally accepted accounting
                  principles may be included if the investments of such
                  subsidiaries are managed under the direction of the entity,
                  except that, unless the entity is a reporting company under
                  Section 13 or 15(d) of the Securities Exchange Act of 1934, as
                  amended, securities owned by such subsidiaries may not be
                  included if the entity itself is a majority-owned subsidiary
                  that would be included in the consolidated financial
                  statements of another enterprise.

                  5.       The Transferor or a person acting on its behalf has
taken reasonable steps to ensure that the Transferee is aware that the
Transferor is relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.

                  6.       The Transferor or a person acting on its behalf has
furnished, or caused to be furnished, to the Transferee all information
regarding (a) the Mortgage Loans and payments thereon, (b) the nature and
performance of the Mortgage Loans, (c) the Indenture and the Trust Estate, and
(d) any credit enhancement mechanism associated with the Mortgage Loans, that
the Transferee has requested.

                                        Very truly yours,


                                        ---------------------------
                                        (Transferor)


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



                                     C-1-3
<PAGE>


                                   EXHIBIT C-2

                         FORM OF TRANSFEREE CERTIFICATE

                       FOR TRANSFERS OF THE CLASS B NOTES

                                                [Date]

[NOTE REGISTRAR]

             Re:      GreenPoint Mortgage Funding Trust 2005-HE1
                      ASSET-BACKED NOTES, SERIES 2005-HE1, CLASS B (THE "NOTES")

Ladies and Gentlemen:

                  __________________ (the "Transferee") intends to purchase from
_________________ (the "Transferor") the Class B-__ Notes having an initial
aggregate Note Balance as of March 30, 2005 (the "Closing Date") of
$_____________ (the "Transferred Notes"). The Notes, including the Transferred
Notes, were issued pursuant to the Indenture, dated as of March 30, 2005 (the
"Indenture"), between GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer")
and Deutsche Bank National Trust Company (the "Indenture Trustee"). All
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Indenture. The Transferee hereby certifies, represents and
warrants to you, as Note Registrar, and for the benefit of the Issuer, the
Indenture Trustee and the Transferor, that:

                  1.       The Transferee is a "qualified institutional buyer"
(a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule
l44A") under the Securities Act of 1933, as amended (the "Securities Act"), and
has completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the
Transferred Notes is being made in reliance on Rule 144A. The Transferee is
acquiring the Transferred Notes for its own account or for the account of a
Qualified Institutional Buyer, and understands that such Transferred Notes may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a Qualified Institutional Buyer that purchases for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

                  2.       The Transferee has been furnished with all
information regarding (a) the Mortgage Loans and payments thereon, (b) the
nature and performance of the Mortgage Loans, (c) the Indenture, and (d) any
credit enhancement mechanism associated with the Mortgage Loans, that it has
requested.

                  3.       The Transferee is neither (A) an employee benefit
plan, an Archer MSA as described in Section 220(d) of the Code, an education
individual retirement account as described in Section 530 of the Code or other
retirement arrangement, including individual retirement accounts and annuities,
Keogh plans and collective investment funds and separate accounts in which such
plans, accounts or arrangements are invested, including, without limitation,
insurance company general accounts, that is subject to ERISA or Section 4975 of
the Code (each, a



                                     C-2-1
<PAGE>


"Plan"), nor (B) any Person who is directly or indirectly purchasing such Note
or interest therein on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" (as defined under the DOL Regulation at 29 C.F.R. Section
2510.3-101) of a Plan.

                                        Very truly yours,


                                        --------------------------
                                        (Transferee)

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



                                     C-2-2
<PAGE>


                                                          ANNEX 1 TO EXHIBIT C-2

                        QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") an [name of Note Registrar], as Note Registrar,
with respect to the Notes being transferred (the "Transferred Notes") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

                  1.       As indicated below, the undersigned is the chief
financial officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred Notes (the
"Transferee").

                  2.       The Transferee is a "qualified institutional buyer"
as that term is defined in Rule 144A under the Securities Act of 1933, as
amended ("Rule 144A"), because (i) the Transferee owned and/or invested on a
discretionary basis $____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Transferee satisfies the criteria in the category marked below.

                  ____     CORPORATION, ETC. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ____     BANK. The Transferee (a) is a national bank or a
                           banking institution organized under the laws of any
                           State, U.S. territory or the District of Columbia,
                           the business of which is substantially confined to
                           banking and is supervised by the State or territorial
                           banking commission or similar official or is a
                           foreign bank or equivalent institution, and (b) has
                           an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, A COPY OF WHICH IS ATTACHED HERETO, as of
                           a date not more than 16 months preceding the date of
                           sale of the Note in the case of a U.S. bank, and not
                           more than 18 months preceding such date of sale for a
                           foreign bank or equivalent institution.

                  ____     SAVINGS AND LOAN. The Transferee (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, A COPY OF WHICH IS ATTACHED HERETO, as of
                           a date not more than 16 months preceding the date of
                           sale of the Note in the case of a U.S. savings and
                           loan association, and not more than 18 months



                                     C-2-3
<PAGE>

                           preceding such date of sale for a foreign savings and
                           loan association or equivalent institution.

                  ____     BROKER-DEALER. The Transferee is a dealer registered
                           pursuant to Section 15 of the Securities Exchange Act
                           of 1934, as amended.

                  ____     INSURANCE COMPANY. The Transferee is an insurance
                           company whose primary and predominant business
                           activity is the writing of insurance or the
                           reinsuring of risks underwritten by insurance
                           companies and which is subject to supervision by the
                           insurance commissioner or a similar official or
                           agency of a State, U.S. territory or the District of
                           Columbia.

                  ____     STATE OR LOCAL PLAN. The Transferee is a plan
                           established and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                           State or its political subdivisions, for the benefit
                           of its employees.

                  ____     ERISA PLAN. The Transferee is an employee benefit
                           plan within the meaning of Title I of the Employee
                           Retirement Income Security Act of 1974.

                  ____     INVESTMENT ADVISOR. The Transferee is an investment
                           advisor registered under the Investment Advisers Act
                           of 1940, as amended.

                  ____     OTHER. (Please supply a brief description of the
                           entity and a cross-reference to the paragraph and
                           subparagraph under subsection (a)(1) of Rule l44A
                           pursuant to which it qualifies. Note that registered
                           investment companies should complete Annex 2 rather
                           than this Annex 1.)

                  3.       The term "SECURITIES" as used herein DOES NOT INCLUDE
(i) securities of issuers that are affiliated with the Transferee, (ii)
securities that are part of an unsold allotment to or subscription by the
Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, the Transferee did not include any of the securities referred to in
this paragraph.

                  4.       For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost
of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee's
direction. However, such securities were not included if the Transferee is a
majority-owned,



                                     C-2-4
<PAGE>


consolidated subsidiary of another enterprise and the Transferee is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

                  5.       The Transferee acknowledges that it is familiar with
Rule l44A and understands that the Transferor and other parties related to the
Transferred Notes are relying and will continue to rely on the statements made
herein because one or more sales to the Transferee may be in reliance on Rule
144A.

         ____     ____     Will the Transferee be purchasing the Transferred
         Yes      No       Notes only for the Transferee's  own account?

                  6.       If the answer to the foregoing question is "no", then
in each case where the Transferee is purchasing for an account other than its
own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.

                  7.       The Transferee will notify each of the parties to
which this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Transferee's purchase of the
Transferred Notes will constitute a reaffirmation of this certification as of
the date of such purchase. In addition, if the Transferee is a bank or savings
and loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                        -----------------------------
                                        Print Name of Transferee

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

                                        Date:



                                     C-2-5
<PAGE>


                                                          ANNEX 2 TO EXHIBIT C-2

                        QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Note Registrar], as Note Registrar,
with respect to the Notes being transferred (the "Transferred Notes") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

                  1.       As indicated below, the undersigned is the chief
financial officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").

                  2.       The Transferee is a "qualified institutional buyer"
as defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

                  ____     The Transferee owned and/or invested on a
                           discretionary basis $____________ in securities
                           (other than the excluded securities referred to
                           below) as of the end of the Transferee's most recent
                           fiscal year (such amount being calculated in
                           accordance with Rule 144A).

                  ____     The Transferee is part of a Family of Investment
                           Companies which owned in the aggregate $_____________
                           in securities (other than the excluded securities
                           referred to below) as of the end of the Transferee's
                           most recent fiscal year (such amount being calculated
                           in accordance with Rule 144A).

                  3.       The term "FAMILY OF INVESTMENT COMPANIES" as used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or I investment advisers that are
affiliated (by virtue of being majority owned subsidiaries of the same parent or
because one investment adviser is a majority owned subsidiary of the other).

                  4.       The term "SECURITIES" as used herein does not include
(i) securities of issuers that are affiliated with the Transferee or are part of
the Transferee's Family of Investment



                                     C-2-6
<PAGE>


Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to
a repurchase agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.

                  5.       The Transferee is familiar with Rule 144A and
understands that the parties to which this certification is being made are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

         ____     ____     Will the Transferee be purchasing the Transferred
         Yes      No       Notes only for the Transferee's own account?

                  6.       If the answer to the foregoing question is "no", then
in each case where the Transferee is purchasing for an account other than its
own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
l44A.

                  7.       The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Notes will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                        ---------------------------
                                        Print Name of Transferee or Adviser

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

                                        IF AN ADVISER:

                                        ---------------------------
                                        Print Name of Transferee

                                        Date:



                                     C-2-7
<PAGE>


                                    EXHIBIT D

                           FORM OF ERISA CERTIFICATION

                                                [Date]

[NOTE REGISTRAR]

                  Re:      GreenPoint Mortgage Funding Trust 2005-HE1
                           ASSET-BACKED NOTES, SERIES 2005-HE1 (THE "NOTES")

Ladies and Gentlemen:

                  __________________ (the "Transferee") intends to purchase from
_________________ (the "Transferor") the Class ___ Notes having an initial
aggregate Note Balance as of March 30, 2005 (the "Closing Date") of
$_____________ (the "Transferred Notes"). The Notes, including the Transferred
Notes, were issued pursuant to the Indenture, dated as of March 30, 2005 (the
"Indenture"), between GreenPoint Mortgage Funding Trust 2005-HE1 (the "Issuer")
and Deutsche Bank National Trust Company (the "Indenture Trustee"). All
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Indenture. The Transferee hereby certifies, represents and
warrants to you, as Note Registrar, and for the benefit of the Issuer, the
Indenture Trustee and the Transferor, that:

                  The Transferee represents that any of (a), (b) or (c) is
satisfied, as marked below:

                  ____ a. it is neither (A) an employee benefit plan, an Archer
MSA as described in Section 220(d) of the Code, an education individual
retirement account as described in Section 530 of the Code or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including, without limitation, insurance
company general accounts, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), nor (B) any Person who is directly or indirectly purchasing
such Note or interest therein on behalf of, as named fiduciary of, as trustee
of, or with "plan assets" (as defined under the DOL Regulation at 29 C.F.R.
Section 2510.3-101) of a Plan; or

                  ____ b. in the case of Class A or Mezzanine Notes, it is a
Plan or a Person purchasing such Notes with "plan assets" and represents that,
as of the date of the transfer, (A) the Notes are rated investment grade or
better, (B) such Person believes that the Notes are properly treated as
indebtedness without substantial equity features for purposes of the DOL
Regulations, and agrees to so treat the Notes, and (C) the acquisition and
holding of the Notes will not give rise to a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code; or

                  ___ c. in the case of Class A or Mezzanine Notes, it has
provided the Indenture Trustee with an Opinion of Counsel, which Opinion of
Counsel will not be at the expense of the Trust Estate, the Depositor, the
Issuer or the Indenture Trustee, which establishes to the satisfaction of the
Indenture Trustee that the purchase, holding and transfer of such Note or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt


                                      D-1
<PAGE>


prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Trust Estate, the Depositor or the Indenture Trustee to
any obligation in addition to those undertaken in the Indenture.

                                        Very truly yours,


                                        -------------------------------
                                        (Transferee)

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



                                      D-2