Indenture, dated as of August 1, 2004


 EXHIBIT 4.1 
 EXECUTION COPY 
  

  
 GREENPOINT HOME EQUITY LOAN TRUST 2004-4 
  
 Variable Rate Asset Backed Notes 
  
 INDENTURE 
  
 Dated as of August 1, 2004 
  
 U.S. BANK NATIONAL ASSOCIATION 
 Indenture Trustee 
  

  








 TABLE OF CONTENTS 
  


					
	 	  	Page


	 ARTICLE I Definitions and Incorporation by Reference
	  	2
			
	 SECTION 1.1.
	  	 Definitions
	  	2
	 SECTION 1.2.
	  	 Incorporation by Reference of the Trust Indenture Act
	  	2
	 SECTION 1.3.
	  	 Rules of Construction
	  	3
	 SECTION 1.4.
	  	 Action by or Consent of Noteholders and Residual Certificateholders
	  	3
	 SECTION 1.5.
	  	 Conflict with TIA
	  	3
		
	 ARTICLE II The Notes
	  	4
			
	 SECTION 2.1.
	  	 Form
	  	4
	 SECTION 2.2.
	  	 Execution, Authentication and Delivery
	  	4
	 SECTION 2.3.
	  	 Registration; Registration of Transfer and Exchange
	  	4
	 SECTION 2.4.
	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	6
	 SECTION 2.5.
	  	 Persons Deemed Owners
	  	7
	 SECTION 2.6.
	  	 Payment of Principal and Interest; Defaulted Interest
	  	7
	 SECTION 2.7.
	  	 Cancellation
	  	8
	 SECTION 2.8.
	  	 Release of Collateral
	  	8
	 SECTION 2.9.
	  	 Book-Entry Notes
	  	8
	 SECTION 2.10.
	  	 Notices to Clearing Agency
	  	9
	 SECTION 2.11.
	  	 Definitive Notes
	  	9
		
	 ARTICLE III Covenants; Representations and Warranties of the Issuer
	  	10
			
	 SECTION 3.1.
	  	 Payment of Principal and Interest
	  	10
	 SECTION 3.2.
	  	 Maintenance of Office or Agency
	  	10
	 SECTION 3.3.
	  	 Money for Payments to be Held in Trust
	  	10
	 SECTION 3.4.
	  	 Existence
	  	11
	 SECTION 3.5.
	  	 Protection of Collateral
	  	12
	 SECTION 3.6.
	  	 Opinions as to Collateral
	  	12
	 SECTION 3.7.
	  	 Performance of Obligations; Servicing of Mortgage Loans
	  	13
	 SECTION 3.8.
	  	 Negative Covenants
	  	14
	 SECTION 3.9.
	  	 Annual Statement as to Compliance
	  	14
	 SECTION 3.10.
	  	 Issuer May Not Consolidate or Transfer Assets
	  	15
	 SECTION 3.11.
	  	 No Other Business
	  	15
	 SECTION 3.12.
	  	 No Borrowing
	  	15
	 SECTION 3.13.
	  	 Servicer’s Obligations
	  	15
	 SECTION 3.14.
	  	 Guarantees, Loans, Advances and Other Liabilities
	  	15
	 SECTION 3.15.
	  	 Capital Expenditures
	  	15
	 SECTION 3.16.
	  	 Compliance with Laws
	  	16
	 SECTION 3.17.
	  	 Restricted Payments
	  	16
	 SECTION 3.18.
	  	 Notice of Rapid Amortization Events and Events of Servicing Termination
	  	16

  

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	 SECTION 3.19.
	  	 Further Instruments and Acts
	  	16
	 SECTION 3.20.
	  	 Amendments of Sale and Servicing Agreement and Trust Agreement
	  	16
	 SECTION 3.21.
	  	 Income Tax Characterization
	  	16
	 SECTION 3.22.
	  	 Representations and Warranties of the Issuer Regarding the Lien of this Indenture
	  	16
		
	 ARTICLE IV Satisfaction and Discharge
	  	17
			
	 SECTION 4.1.
	  	 Satisfaction and Discharge of Indenture
	  	17
	 SECTION 4.2.
	  	 Application of Trust Money
	  	18
	 SECTION 4.3.
	  	 Repayment of Monies Held by Note Paying Agent
	  	18
		
	 ARTICLE V Remedies
	  	19
			
	 SECTION 5.1.
	  	 Remedies
	  	19
	 SECTION 5.2.
	  	 Limitation of Suits
	  	19
	 SECTION 5.3.
	  	 Unconditional Rights of Noteholders To Receive Principal and Interest
	  	20
	 SECTION 5.4.
	  	 Restoration of Rights and Remedies
	  	20
	 SECTION 5.5.
	  	 Rights and Remedies Cumulative
	  	20
	 SECTION 5.6.
	  	 Delay or Omission Not a Waiver
	  	20
	 SECTION 5.7.
	  	 Control by Insurer and Noteholders
	  	20
	 SECTION 5.8.
	  	 Undertaking for Costs
	  	21
	 SECTION 5.9.
	  	 Waiver of Stay or Extension Laws
	  	21
	 SECTION 5.10.
	  	 Action on Notes
	  	21
	 SECTION 5.11.
	  	 Performance and Enforcement of Certain Obligations
	  	21
	 SECTION 5.12.
	  	 Subrogation
	  	22
	 SECTION 5.13.
	  	 Preference Claims
	  	22
	 SECTION 5.14.
	  	 Noteholder Rights
	  	23
	 SECTION 5.15.
	  	 Insurer’s Rights Regarding Actions, Proceedings or Investigations
	  	23
		
	 ARTICLE VI The Indenture Trustee
	  	24
			
	 SECTION 6.1.
	  	 Duties of Indenture Trustee
	  	24
	 SECTION 6.2.
	  	 Rights of Indenture Trustee
	  	26
	 SECTION 6.3.
	  	 Individual Rights of Indenture Trustee
	  	28
	 SECTION 6.4.
	  	 Indenture Trustee’s Disclaimer
	  	28
	 SECTION 6.5.
	  	 Notice of Rapid Amortization Events and Events of Servicing Termination
	  	28
	 SECTION 6.6.
	  	 Reports by Indenture Trustee to Holders
	  	28
	 SECTION 6.7.
	  	 Compensation and Indemnity
	  	28
	 SECTION 6.8.
	  	 Replacement of Indenture Trustee
	  	29
	 SECTION 6.9.
	  	 Successor Indenture Trustee by Merger
	  	31
	 SECTION 6.10.
	  	 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	  	31
	 SECTION 6.11.
	  	 Eligibility; Disqualification
	  	33
	 SECTION 6.12.
	  	 Preferential Collection of Claims Against Issuer
	  	33

  

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	 SECTION 6.13.
	  	 Appointment and Powers
	  	33
	 SECTION 6.14.
	  	 Performance of Duties
	  	33
	 SECTION 6.15.
	  	 Limitation on Liability
	  	33
	 SECTION 6.16.
	  	 Reliance Upon Documents
	  	34
	 SECTION 6.17.
	  	 Representations and Warranties of the Indenture Trustee
	  	34
	 SECTION 6.18.
	  	 Waiver of Setoffs
	  	34
	 SECTION 6.19.
	  	 Control by the Controlling Party
	  	34
	 SECTION 6.20.
	  	 Indenture Trustee May Enforce Claims Without Possession of Notes
	  	34
	 SECTION 6.21.
	  	 Suits for Enforcement
	  	35
	 SECTION 6.22.
	  	 Mortgagor Claims
	  	35
	 SECTION 6.23.
	  	 Certain Other Duties
	  	36
		
	 ARTICLE VII Noteholders’ Lists and Reports
	  	36
			
	 SECTION 7.1.
	  	 Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders
	  	36
	 SECTION 7.2.
	  	 Preservation of Information; Communications to Noteholders
	  	36
	 SECTION 7.3.
	  	 Reports by Issuer
	  	36
	 SECTION 7.4.
	  	 Reports by Indenture Trustee
	  	37
		
	 ARTICLE VIII Payments and Statements to Noteholders and Residual Noteholders; Accounts, Disbursements and Releases
	  	37
			
	 SECTION 8.1.
	  	 Collection of Money
	  	37
	 SECTION 8.2.
	  	 Release of Collateral
	  	38
	 SECTION 8.3.
	  	 Establishment of Distribution Account
	  	38
	 SECTION 8.4.
	  	 The Policy
	  	38
	 SECTION 8.5.
	  	 [Reserved]
	  	39
	 SECTION 8.6.
	  	 [Reserved]
	  	39
	 SECTION 8.7.
	  	 Priority of Distributions
	  	39
	 SECTION 8.8.
	  	 Statements to Noteholders
	  	41
	 SECTION 8.9.
	  	 Indenture Trustee Annual Certification
	  	43
	 SECTION 8.10.
	  	 Rights of Noteholders and Residual Certificateholders
	  	44
	 SECTION 8.11.
	  	 Opinion of Counsel
	  	44
		
	 ARTICLE IX Supplemental Indentures
	  	44
			
	 SECTION 9.1.
	  	 Supplemental Indentures Without Consent of Noteholders
	  	44
	 SECTION 9.2.
	  	 Supplemental Indentures with Consent of Noteholders
	  	45
	 SECTION 9.3.
	  	 Execution of Supplemental Indentures
	  	47
	 SECTION 9.4.
	  	 Effect of Supplemental Indenture
	  	47
	 SECTION 9.5.
	  	 Reference in Notes to Conformity With Trust Indenture Act
	  	47
	 SECTION 9.6.
	  	 Reference in Notes to Supplemental Indentures
	  	47
		
	 ARTICLE X Redemption of Notes
	  	47
			
	 SECTION 10.1.
	  	 Redemption
	  	47
	 SECTION 10.2.
	  	 Surrender of Notes
	  	48

  

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	 SECTION 10.3.
	  	 Redemption Notice
	  	49
	 SECTION 10.4.
	  	 Notes Payable on Redemption Date
	  	49
		
	 ARTICLE XI Miscellaneous
	  	50
			
	 SECTION 11.1.
	  	 Compliance Certificates and Opinions, etc.
	  	50
	 SECTION 11.2.
	  	 Form of Documents Delivered to Indenture Trustee
	  	50
	 SECTION 11.3.
	  	 Acts of Noteholders
	  	51
	 SECTION 11.4.
	  	 Notices, etc., to Indenture Trustee, Issuer, Insurer and Rating Agencies
	  	52
	 SECTION 11.5.
	  	 Notices to Noteholders; Waiver
	  	52
	 SECTION 11.6.
	  	 Alternate Payment and Notice Provisions
	  	53
	 SECTION 11.7.
	  	 Conflict with Trust Indenture Act
	  	53
	 SECTION 11.8.
	  	 Effect of Headings and Table of Contents
	  	53
	 SECTION 11.9.
	  	 Successors and Assigns
	  	54
	 SECTION 11.10.
	  	 Separability
	  	54
	 SECTION 11.11.
	  	 Benefits of Indenture
	  	54
	 SECTION 11.12.
	  	 Legal Holidays
	  	54
	 SECTION 11.13.
	  	 GOVERNING LAW
	  	54
	 SECTION 11.14.
	  	 Counterparts
	  	54
	 SECTION 11.15.
	  	 Recording of Indenture
	  	54
	 SECTION 11.16.
	  	 Trust Obligation
	  	54
	 SECTION 11.17.
	  	 No Petition
	  	55
	 SECTION 11.18.
	  	 Inspection
	  	55
	 SECTION 11.19.
	  	 Limitation of Liability
	  	55
		
	 ARTICLE XII Rapid Amortization Events
	  	56
			
	 SECTION 12.1.
	  	 Rapid Amortization Events
	  	56

  

							
			
	 ANNEX A
	  	 -
	  	 Defined Terms

	 EXHIBIT A
	  	 -
	  	 Form of Note

	 EXHIBIT B
	  	 -
	  	 Form of Opinion of Counsel

	 EXHIBIT C
	  	 -
	  	 Form of Certification to be Provided by the Indenture Trustee


  

 iv 







 INDENTURE, dated as of August 1, 2004 (the “Indenture”), between GREENPOINT HOME EQUITY
LOAN TRUST 2004-4, a Delaware statutory trust (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Indenture Trustee”). 
  
 Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Issuer’s Class A Variable Rate Asset Backed 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 and the Insurer. 
  
 Ambac Assurance Corporation (the “Insurer”) has issued and delivered a certificate guaranty insurance policy for the Notes, dated the
Closing Date (the “Policy”), pursuant to which the Insurer guarantees the Insured Amounts and Preference Amount (as defined in the Policy). 
  
 As an inducement to the Insurer to issue and deliver the Policy, the Issuer and the Insurer have executed and delivered the Insurance and Indemnity
Agreement, dated as of September 10, 2004 (as amended from time to time, the “Insurance Agreement”), among the Insurer, the Issuer, GreenPoint Mortgage Funding, Inc., GreenPoint Mortgage Securities LLC and the Indenture Trustee.

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








 GRANTING CLAUSE 
  

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, for the benefit of the Issuer Secured Parties all of the Issuer’s right, title and interest
in and to: (i) a pool (the “Pool”) of certain adjustable rate home equity revolving credit line loans (the “Mortgage Loans”) (including any Additional Balances related thereto) in each case as set forth in Exhibit A
to the Sale and Servicing Agreement; (ii) the collections in respect of the Mortgage Loans after the Cut-Off Date (except Interest Collections due or accrued on or before the Cut-Off Date); (iii) property that secured a Mortgage Loan that has been
acquired by foreclosure or deed in lieu of foreclosure; (iv) rights of the Sponsor under hazard insurance policies covering the Mortgaged Properties; (v) amounts on deposit from time to time in the Collection Account and the Distribution Account;
(vi) all rights under the Assignment Agreement assigned to the Issuer (including all representations and warranties of the Sellers contained therein) and all rights of the Issuer under the Sale and Servicing Agreement; (vii) the Policy (solely for
the benefit of the Noteholders); and (viii) any and all proceeds of the foregoing (the items set forth in (i) through (viii) above, the “Collateral”). 
  
 The foregoing Grant is made in trust to the Indenture Trustee, for the benefit first, of the Indenture Trustee and
the Holders of the Notes, and second, for the benefit of the Insurer. The Indenture Trustee hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected. 
  
 The Indenture Trustee hereby agrees that it will hold the Policy in trust and
that it will hold any proceeds of any claim made upon the Policy solely for the use and the benefit of the Noteholders in accordance with the terms hereof and the terms of the Policy. 
  
 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 or permitted to fund any such future Draws. 
  
 ARTICLE I 
  
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 SECTION 1.1. Definitions. Except as otherwise specified herein, the following terms have the respective meanings set forth in Annex A to this
Indenture. 
  
 SECTION 1.2. Incorporation by Reference of the
Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act (“TIA”), the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings: 
  
 “Commission” means the Securities and Exchange Commission. 
  
 “indenture securities” means the Notes. 
  

 2 







 “indenture security holder” means a Holder of a Note. 
  
 “indenture to be qualified” means this Indenture.

  
 “Indenture Trustee” or
“institutional trustee” means the Indenture Trustee. 
  
 “obligor” on the indenture securities means the Issuer. 
  
 All other TIA terms used in this Indenture that are defined by the TIA, or defined by Commission rule have the meaning assigned to them by such
definitions. 
  
 SECTION 1.3. Rules of Construction. Unless
the context otherwise requires: 
  
 (i) a term
has the meaning assigned to it; 
  
 (ii) an
accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time; 
  
 (iii) “or” is not exclusive; 
  
 (iv) “including” means including without limitation; and 
  
 (v) words in the singular include the plural and words in
the plural include the singular. 
  
 SECTION 1.4. Action by or
Consent of Noteholders and Residual Certificateholders. Whenever any provision of this Indenture refers to action to be taken, or consented to, by Noteholders or Residual Certificateholders, such provision shall be deemed to refer to the
Noteholder or Residual Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Residual Certificateholders. Solely for the
purposes of any action to be taken, or consented to, by Noteholders or Residual Certificateholders, any Note or Residual Certificate registered in the name of GreenPoint Mortgage Funding, Inc. or any Affiliate thereof shall be deemed not to be
outstanding; provided, however, that, solely for the purpose of determining whether the Indenture Trustee or the Owner Trustee is entitled to rely upon any such action or consent, only Notes or Residual Certificates which the Owner Trustee or
the Indenture Trustee, respectively, knows to be so owned shall be so disregarded. 
  
 SECTION 1.5. Conflict with TIA. If any provision hereof limits, qualifies or conflicts with a provision of the TIA that is required under the TIA to be part of and govern this Indenture, the latter provision
shall control and all provisions required by the TIA are hereby incorporated by reference. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provisions shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be. 
  

 3 







 ARTICLE II 
  

THE NOTES 
  
 SECTION 2.1. Form. The Notes, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set
forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Notes may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note. 
  
 Each
Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. 
  
 SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be original or facsimile. 
  
 Notes bearing the original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. 
  
 The Indenture Trustee shall authenticate and deliver the Notes for original issue in the principal amount of $210,735,000. The Notes outstanding at any
time may not exceed such amounts. 
  
 Each Note shall be dated the
date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. 
  
 No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there
appears attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate attached to any Notes
shall be conclusive evidence, and the only evidence, that such Notes have been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book Entry Notes. 
  
 SECTION 2.3. Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the
“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be “Note
Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of 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. 
  

 4 







 If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer
will give the Indenture Trustee and the Insurer 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 and the Insurer shall have the right
to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Authorized Officer thereof as to the names and
addresses of the Holders of the Notes and the principal amounts and number of such Notes. 
  
 Upon surrender for registration or transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, and if the requirements of Section 8-401(1) of the UCC are met, the Issuer
shall execute and cause the Indenture Trustee to authenticate one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount. A Noteholder may also obtain from the Indenture Trustee, in the name of
the designated transferee or transferees one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the
compliance by the Issuer with Section 8-401 of the UCC. 
  
 At the
option of the Holder, Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, and if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate the Notes which the Noteholder making the exchange is entitled to
receive. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. 
  

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. 
  
 Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of
transfer in the form attached to Exhibit A, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Note Registrar may require. 
  
 No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.4 or 9.6 not involving any transfer. 
  
 The Note Registrar shall not register the transfer of a Definitive Note
unless the Indenture Trustee has received a representation letter (in form and substance satisfactory to the 

  

 5 







 
Indenture Trustee) from the prospective transferee to the effect that either (a) such transferee is not acquiring such Note for, or on behalf of, such an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA or a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code or an entity which is deemed to
hold the assets of the foregoing (each, a “Benefit Plan”) and is not acting on behalf of or investing the assets of a Benefit Plan or (b) the acquisition and holding of such Note by the transferee will be covered by a U.S.
Department of Labor prohibited transaction class exemption. Each Note Owner, by acceptance of a beneficial interest in a Book-Entry Note, will be deemed to make one of the foregoing representations. 
  
 SECTION 2.4. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Note Registrar, or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Indenture Trustee, the Note Registrar and
the Insurer such security or indemnity as may be required by it to hold the Issuer, the Indenture Trustee, the Note Registrar and the Insurer harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that
such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note (such requirement shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-405); provided, however,
that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, the Issuer may, instead of issuing a replacement Note, direct the
Indenture Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer, the Indenture Trustee and the Insurer shall be
entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a
bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Indenture Trustee or the Insurer in connection therewith.

  
 Upon the issuance of any replacement Note under this Section,
the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the
Indenture Trustee) connected therewith. 
  
 Every replacement Note
issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
  

 6 







 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
  
 SECTION 2.5. Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and the
Insurer and any agent of the Issuer, the Indenture Trustee, the Note Registrar and the Insurer may treat the Person in whose name any Note is registered (as of the Record Date) as the owner of such Note for the purpose of receiving payments of
principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Insurer, the Note Registrar, the Indenture Trustee nor any agent of the Issuer, the Insurer, the
Note Registrar or the Indenture Trustee shall be affected by notice to the contrary. 
  
 SECTION 2.6. Payment of Principal and Interest; Defaulted Interest. 
  
 (a) The Notes shall accrue interest as provided herein, and such amount shall be payable on each Payment Date as specified herein. Any installment of
interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the
Record Date, (1) with respect to Book-Entry Notes, by wire transfer in immediately available funds to the account designated by the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), and (2) if Definitive Notes have been
issued pursuant to Section 2.11, then by check mailed first class, postage prepaid, (or upon the request of a Holder holding Notes having denominations aggregating at least $1,000,000 and received by the Indenture Trustee at least five Business Days
prior to the related Record Date, by wire transfer) to such Person who’s name appears on the Note Register on such Record Date; provided that the final installment of principal payable with respect to such Note on a Payment Date or on the Final
Scheduled Payment Date (except for the Redemption Price for any Note called for redemption pursuant to Section 10.1) shall be payable by check or draft upon presentation of the Note to the Indenture Trustee. The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.3. 
  
 (b) Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final
installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

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

  

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mail to each Noteholder, the Insurer and the Indenture Trustee a notice that states the special Record Date, the Payment Date and the amount of defaulted
interest to be paid. 
  
 (d) Promptly following the date on which
all principal of and interest on the Notes has been paid in full and the Notes have been surrendered to the Indenture Trustee, the Indenture Trustee shall, upon written notice from the Servicer of the amounts, if any, that the Insurer has paid in
respect of the Notes under the Policy or otherwise which has not been reimbursed to the Insurer, deliver such surrendered Notes to the Insurer to the extent not previously canceled or destroyed. 
  
 SECTION 2.7. Cancellation. Subject to Section 2.6(d), all Notes
surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. Subject to
Section 2.6(d), the Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. Subject to Section 2.6(d), all canceled Notes
may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it; provided that such Issuer Order
is timely and the Notes have not been previously disposed of by the Indenture Trustee. 
  
 SECTION 2.8. Release of Collateral. The Indenture Trustee shall, on or after the Termination Date, release any remaining portion of the Collateral from the lien created by this Indenture and deposit in the
Distribution Account any funds then on deposit in any other Account. The Indenture Trustee shall release property from the lien created by this Indenture pursuant to this Section 2.8 only upon receipt of an Issuer Request by it accompanied by an
Officer’s Certificate and an Opinion of Counsel (which shall also be addressed to the Insurer) and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of
Section 11.1. 
  
 SECTION 2.9. Book-Entry Notes. The Notes,
upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company or its custodian, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes
shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as
provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.11: 
  
 (i) the provisions of this Section shall be in full force and effect; 
  
 (ii) the Note Registrar and the Indenture Trustee shall be
entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions 

  

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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 conflict with any other provisions of this
Indenture, the provisions of this Section shall control; 
  
 (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing
Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and
interest on the Notes to such Clearing Agency Participants; 
  
 (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing
Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the
beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and 
  
 (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a
certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office. 
  
 SECTION 2.10. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified
herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to the Note Owners. 
  
 SECTION 2.11. Definitive Notes. If (i) the Clearing Agency advises the Indenture Trustee in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities with respect to the Notes, and the Sponsor or the Indenture Trustee is unable to locate a qualified successor, (ii) the Sponsor, with the consent of the applicable Clearing Agency participants,
elects to terminate the book-entry system through the Clearing Agency or (iii) with the consent of the Insurer after the occurrence of a Rapid Amortization Event, Note Owners representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the Notes advise the Indenture Trustee through the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing
Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or
Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive 

  

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Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders. 
  
 ARTICLE III 
  
 COVENANTS; REPRESENTATIONS AND WARRANTIES OF THE ISSUER 
  
 SECTION 3.1. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. The Notes shall be debt obligations of the Issuer and shall be limited in right of payment to amounts available from the
Issuer as provided in this Indenture and the Issuer shall not otherwise be liable for payments on the Notes. No person shall be personally liable for any amounts payable under the Notes. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. 
  
 SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain in New York, New York, an office or agency
where Notes may be surrendered for registration, transfer or exchange of the Notes, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to
maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture
Trustee as its agent to receive all such surrenders, notices and demands. 
  
 SECTION 3.3. Money for Payments to be Held in Trust. The Issuer will cause each Note Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Insurer an instrument
in which such Note Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Note Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Note Paying Agent will: 
  
 (i) hold all sums held by it for the payment of amounts due
with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; 
  
 (ii) give the Indenture Trustee (unless the Indenture
Trustee is acting as Note Paying Agent) and the Insurer written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

  

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 (iii) at any time during the continuance of any such default, upon the written request of
the Indenture Trustee (unless the Indenture Trustee is acting as Note Paying Agent) with the consent of the Insurer, if the Insurer is the Controlling Party, forthwith pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent;

  
 (iv) immediately resign as a Note Paying
Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and 
  
 (v) comply with all requirements of the Code with respect to
the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. 
  
 The Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
as those upon which the sums were held by such Note Paying Agent; and upon such a payment by any Note Paying Agent to the Indenture Trustee, such Note Paying Agent shall be released from all further liability with respect to such money. 

 
 Subject to applicable laws with respect to the escheat of funds, any money
held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be
paid to the Issuer, with the prior consent of the Insurer, on Issuer Request, and shall be deposited by the Indenture Trustee in the Distribution Account; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to
the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee, the Insurer or such Note Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that if such money or any portion thereof had been previously deposited by the Insurer with the Indenture Trustee for the payment of principal or interest on the Notes, to the extent any amounts are owing to the Insurer, such amounts
shall be paid promptly to the Insurer upon receipt of a written request by the Insurer to such effect. 
  
 SECTION 3.4. Existence. 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 the validity and enforceability of this Indenture, the
Collateral, the Notes, and each other instrument or agreement included in the Collateral. 
  

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 SECTION 3.5. Protection of Collateral. The Issuer intends the security interest granted pursuant
to this Indenture in favor of the Issuer Secured Parties to be prior to all other liens in respect of the Collateral and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the
Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to: 
  
 (i) Grant more effectively all or any portion of the Collateral; 
  
 (ii) maintain or preserve the lien and security interest
(and the priority thereof) in favor of the Indenture Trustee for the benefit of the Issuer Secured Parties created by this Indenture or carry out more effectively the purposes hereof; 
  
 (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

  
 (iv) enforce any of the Collateral;

  
 (v) preserve and defend title to the
Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all persons and parties; and 
  
 (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. 
  
 The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute
any financing statement, continuation statement or other instrument required pursuant to this Section; provided that, such designation shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance of the Issuer with
respect to its duties under this Section 3.5 or the adequacy of any financing statement, continuation statement or other instrument prepared by the Issuer. 
  
 SECTION 3.6. Opinions as to Collateral. 
  
 (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel in the form of Exhibit B hereto, stating
that, in the opinion of such counsel, such actions have been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in the Collateral in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties,
created by this Indenture, subject to the exceptions and qualifications set forth in such Opinion of Counsel. 
  
 (b) Within 90 days after the beginning of each calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee and the Insurer, an
Opinion of Counsel either stating that, in the opinion of such counsel, such actions have been taken with respect to the recording, 

  

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filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution
and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture in the Collateral and reciting the details of such action or stating that in the opinion of such
counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture and the Collateral.

  
 SECTION 3.7. Performance of Obligations; Servicing of
Mortgage Loans. 
  
 (a) The Issuer will not take any action
and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the 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 ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement. 
  
 (b) The Issuer may contract with other Persons acceptable to the Insurer to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an
Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. 
  
 (c) The Issuer will punctually perform and observe all of its obligations and
agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Collateral, including, but not limited to, preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing
statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided
therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Insurer. 
  
 (d) If a Responsible Officer of the Owner Trustee shall have actual knowledge of the occurrence of an Event of Servicing
Termination under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Insurer and the Rating Agencies thereof in accordance with Section 11.4, and shall specify in such notice the action, if any, the Issuer
is taking at the direction of the Controlling Party in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with
respect to the Mortgage Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. 
  

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 (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the
Sponsor of their respective duties under the Basic Documents (x) without the prior consent of the Insurer or (y) if the effect thereof would adversely affect the Holders of the Notes. 
  
 SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not: 
  
 (i) except as expressly permitted by this Indenture or the
Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral (but excluding any Mortgage Loans removed from the Pool pursuant to Section 2.07 of the Sale
and Servicing Agreement), without the consent of the Insurer (which consent may not be unreasonably withheld) provided, that if an Insurer Default has occurred and is continuing the Noteholders representing 66-2/3% of the Outstanding Amount
may direct the Indenture Trustee to sell or dispose of the Collateral. 
  
 (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; or 
  
 (iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee
created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted
hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the 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 on a Mortgaged Property and arising solely as a result of an action or omission of the related
obligor), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Collateral or (D) amend, modify or fail to comply with the
provisions of the Basic Documents without the prior written consent of the Insurer, which consent may not be unreasonably withheld. 
  
 SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Insurer, within 90 days after the end of
each fiscal year of the Issuer (commencing with the fiscal year ended December 31, 2004) and otherwise in compliance with the requirements of TIA Section 314(a)(4), an Officer’s Certificate stating, as to the Authorized Officer signing such
Officer’s Certificate, that 
  
 (i) a review
of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officer’s supervision; and 
  

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 (ii) to the best of such Authorized Officer’s knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and
the nature and status thereof. 
  
 SECTION 3.10. Issuer May Not
Consolidate or Transfer Assets. 
  
 (a) The Issuer may not
consolidate or merge with or into any other Person. 
  
 (b) Except
as otherwise provided in the Sale and Servicing Agreement, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Collateral, to any Person. 
  
 SECTION 3.11. No Other Business. The Issuer shall not engage in any
business other than purchasing, owning, selling and managing the Mortgage Loans and other assets in the manner contemplated by this Indenture and the Basic Documents and activities incidental thereto. 
  
 SECTION 3.12. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any Indebtedness or any certificates of beneficial interest except for (i) the Residual Certificates, (ii) the Notes, (iii) obligations owing from time to time to the Insurer under
the Insurance Agreement and (iv) any other indebtedness permitted by or arising under the Basic Documents, except that the Issuer shall not incur any indebtedness that would cause it, or any portion thereof, to be treated as a “taxable mortgage
pool” under Section 7701 of the Code. The proceeds of the Notes and the Residual Certificates shall be used exclusively to fund the Issuer’s purchase of the Mortgage Loans and the other assets specified in the Sale and Servicing Agreement
and to pay the Issuer’s organizational, transactional and start-up expenses. 
  
 SECTION 3.13. Servicer’s Obligations. The Issuer shall cause the Servicer to comply with Sections 3.09, 3.10 and 4.01 of the Sale and Servicing Agreement. 
  
 SECTION 3.14. Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by the Sale and Servicing Agreement, the Insurance Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring
another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. 
  
 SECTION 3.15. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or
otherwise) for capital assets (either realty or personalty). 
  

 15 







 SECTION 3.16. Compliance with Laws. The Issuer shall comply with the requirements of all
applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Basic Document. 
  
 SECTION 3.17. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise
with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, the Owner Trustee, the Insurer, the Indenture Trustee, the Noteholders and the Residual
Certificateholders as permitted by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement, the Insurance Agreement, this Indenture, or Trust Agreement. The Issuer will not, directly or indirectly, make
payments to or distributions from the Distribution Account except in accordance with this Indenture and the Basic Documents. 
  
 SECTION 3.18. Notice of Rapid Amortization Events and Events of Servicing Termination. Upon a Responsible Officer of the Owner Trustee having
actual knowledge thereof, the Issuer agrees to give the Indenture Trustee, the Insurer and the Rating Agencies prompt written notice of each Rapid Amortization Event hereunder or Event of Servicing Termination under the Sale and Servicing Agreement.

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

 
 SECTION 3.20. Amendments of Sale and Servicing Agreement and Trust
Agreement. The Issuer shall not agree to any amendment to Section 9.01 of the Sale and Servicing Agreement or Section 12.1 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee, the Insurer or the Holders of
the Notes consent to amendments thereto as provided therein. 
  
 SECTION 3.21. Income Tax Characterization. For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer and the Noteholders will treat the Notes as indebtedness of the Issuer and hereby
instruct the Indenture Trustee to treat the Notes as indebtedness of the Issuer for federal and state tax reporting purposes. 
  
 SECTION 3.22. Representations and Warranties of the Issuer Regarding the Lien of this Indenture. With respect to the Collateral, the Issuer
represents and warrants that, as of the Closing Date: 
  
 (i) This Indenture creates a valid and continuing security interest (as such term is defined in the UCC) in the Collateral in favor of the Indenture Trustee, which 

  

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security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; 
  
 (ii) The Credit Line Agreements constitute either
“instruments” or “general intangibles” within the meaning of the applicable UCC. 
  
 (iii) The Issuer owns or will own and has or will have good title to the Collateral free and clear of any lien, claim or encumbrance of
any Person; 
  
 (iv) The Issuer has or will have
received all consents and approvals required by the terms of the Mortgage Loans to the pledge of the Mortgage Loans hereunder to the Indenture Trustee; 
  
 (v) All original executed copies of each Mortgage Loan have been or will be delivered to the Custodian or the Indenture Trustee;

  
 (vi) The Issuer has or will have received a
written acknowledgement from the Custodian or the Indenture Trustee that the Custodian or Indenture Trustee is holding the Mortgage Loans solely on behalf and for the benefit of the Indenture Trustee on behalf of the Noteholders; 
  
 (vii) 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. The Issuer has not authorized the filing of and is not aware of any financing
statement against the Issuer that includes a description of any of the Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of
any judgment or tax lien filings against the Issuer; and 
  
 (viii) None of the Credit Line Agreements has or will have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. 
  
 ARTICLE IV 
  
 SATISFACTION AND DISCHARGE 
  
 SECTION 4.1. Satisfaction and Discharge of Indenture. Upon payment in
full to the Insurer of amounts due to the Insurer and on the Notes, this Indenture shall cease to be of further effect with respect to the Notes except as to (i) the rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20 and 3.21, (v) the rights, obligations and immunities of the
Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders and the Insurer 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 

  

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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 4.5 of the Trust Agreement and (ii) Notes for which payment money has theretofore been deposited in trust or segregated and held in
trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation and the Policy has terminated and been returned to the Insurer for
cancellation and all amounts owing to the Insurer have been paid in full; or 
  
 (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable, and 
  
 (A) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or
obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on the Notes, in each case to the
extent not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case may be; 
  
 (B) the Issuer has paid or caused to be paid all Insurer
Issuer Secured Obligations and all Indenture Trustee Issuer Secured Obligations; and 
  
 (C) the Issuer has delivered to the Indenture Trustee and the Insurer an Officer’s Certificate, an Opinion of Counsel and, if
required by the TIA, an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided relating to the satisfaction and
discharge of this Indenture have been complied with. 
  
 SECTION
4.2. Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Note Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and
to become due thereon for principal and interest and to the Insurer for the payment of any amounts due to it under the Basic Documents. 
  
 SECTION 4.3. Repayment of Monies Held by Note Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the
Notes, all monies then held by any Note Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied
according to Section 3.3 and thereupon such Note Paying Agent shall be released from all further liability with respect to such monies. 
  

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 ARTICLE V 
  

REMEDIES 
  
 SECTION 5.1. Remedies. If a Rapid Amortization Event as described in Article XII shall have occurred and be continuing, the Noteholders shall be
entitled on each Payment Date to an amount equal to the Maximum Principal Payment and Interest Payment Amount for such Payment Date payable during such Rapid Amortization Period. The rights contained in this Article V are in addition to any rights
that the Noteholders possess pursuant to Article XII. 
  
 SECTION
5.2. Limitation of Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless: 
  
 (i) such Holder has previously given
written notice to the Indenture Trustee of a continuing Rapid Amortization Event; 
  
 (ii) the Holders of not less than 50% of the Outstanding Amount of the Notes have made written request to the Indenture Trustee to
institute such proceeding with respect to the Notes in respect of such Rapid Amortization Event in its own name as Indenture Trustee hereunder; 
  
 (iii) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request; 
  
 (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceedings; 
  
 (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such
60-day period by the Holders of a majority of the Outstanding Amount of the Notes; and 
  
 (vi) an Insurer Default shall have occurred and be continuing; 
  
 it being understood and intended that no Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner
herein provided. 
  
 In the event the Indenture Trustee shall
receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount of the Notes, the Indenture Trustee shall take direction from the group
providing indemnity and representing the greater percentage of the Outstanding Amount of the Notes, notwithstanding any other provisions of this Indenture. 
  

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 SECTION 5.3. Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates
thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such
Holder. 
  
 SECTION 5.4. Restoration of Rights and
Remedies. If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer,
the Insurer, the Indenture Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee, the Insurer and the Noteholders shall continue as though no such proceeding had been instituted. 
  
 SECTION 5.5. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Controlling Party or to the related
Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  
 SECTION 5.6. Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee, the Insurer or any Holder of any Note to exercise any right or remedy accruing upon any Rapid Amortization Event shall impair any such right or remedy or constitute a waiver of any such Rapid Amortization Event or an
acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee, the Insurer or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee, the
Insurer or by the Noteholders, as the case may be. 
  
 SECTION
5.7. Control by Insurer and Noteholders. The Insurer (or, if an Insurer Default shall have occurred and is continuing, Holders of a majority of the Outstanding Amount of the Notes) shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee pursuant to Section 12.1 hereof with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: 
  
 (i) such direction shall not be in conflict with any rule of
law or with this Indenture; 
  
 (ii) the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; 
  

 20 







 provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action. 
  
 SECTION 5.8. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by the Insurer, any Noteholder, or group of Noteholders with the prior written consent of the Insurer (so long as no Insurer Default has occurred), in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes
or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date). 
  
 SECTION 5.9. Waiver of Stay or Extension
Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  
 SECTION 5.10. Action on Notes. The Indenture Trustee’s right to
seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee, the Insurer or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee or the Insurer against the Issuer or by the levy of any execution under such judgment upon any portion of the
Collateral or upon any of the assets of the Issuer. 
  
 SECTION
5.11. Performance and Enforcement of Certain Obligations. 
  
 (a) Promptly following a request from the Indenture Trustee (at the direction of the Insurer) to do so and at the Servicer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or
secure the performance and observance by the Sponsor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any
and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of
default on the part of the 

  

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Sponsor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Sponsor or
the Servicer of each of their obligations under the Sale and Servicing Agreement. 
  
 (b) If a Rapid Amortization Event has occurred and is continuing, the Indenture Trustee, with the consent of the Insurer, may, and, at the written direction of the Insurer (or, if an Insurer Default has occurred and
is continuing, the Holders of 66 2/3% of the Outstanding Amount of the Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sponsor or the Servicer under or in connection with the Sale and Servicing
Agreement, including the right or power to take any action to compel or secure performance or observance by the Sponsor or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended. 
  
 SECTION 5.12. Subrogation. The Indenture Trustee shall receive as attorney-in-fact of each Noteholder any Insured Amounts or Preference Amounts
from the Insurer pursuant to the Policy. Any and all Insured Amounts and Preference Amounts disbursed by the Indenture Trustee from claims made under the Policy shall not be considered payment by the Issuer, and shall not discharge the obligations
of the Issuer with respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Notes, become subrogated to the rights of the recipient of such payments to the extent of such payments. Subject to and conditioned upon
any payment with respect to the Notes by or on behalf of the Insurer, the Indenture Trustee shall assign to the Insurer all rights to the payment of interest or principal with respect to the Notes which are then due for payment to the extent of all
payments made by the Insurer. 
  
 SECTION 5.13. Preference
Claims. 
  
 (a) In the event that the Indenture Trustee has
received a certified copy of an order of the appropriate court that any payment of principal and interest on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify
the Insurer, shall comply with the provisions of the Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any
Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession
evidencing the payments of principal of and interest on Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the
Insurer will make such payment on behalf of the related Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholders and not to the
Indenture Trustee or any Noteholder directly (unless such Noteholder has returned principal or interest paid on the Notes to such receiver or trustee in bankruptcy, in which case the Insurer shall make such payment to the Indenture Trustee for
payment to such Noteholder in accordance with the terms of the Policy). 
  
 (b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the 

  

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avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Preference
Claim”) of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any
time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii)
the posting of any surety, supersedes or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth
in Section 5.12, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any
proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this
Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy. 
  
 SECTION 5.14. Noteholder Rights. Each Noteholder by the acceptance of its Note agrees that, so long as no Insurer Default has occurred and is
continuing, the Insurer shall be treated by the Issuer, the Sellers, the Sponsor, the Servicer, the Owner Trustee and the Indenture Trustee as if the Insurer were the Holder of the Note for the purpose of the giving of any consent, the making of any
direction or the exercise of any voting or other control rights otherwise given to the Noteholder hereunder without any further consent of the Noteholder. So long as no Insurer Default has occurred and is continuing, the Noteholders may only
exercise such rights with the consent of the Insurer. 
  
 SECTION
5.15. Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been
returned to the Insurer for cancellation, the following provisions shall apply: 
  
 (a) Unless an Insurer Default resulting from the failure of the Insurer to make payments under the Policy has occurred or is continuing, notwithstanding anything contained herein or in the other Basic Documents to the
contrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect
the Issuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, a
Seller, the Sponsor, the Issuer or any affiliate thereof. Following notice to the Indenture Trustee and subject to the preceding sentence, the Insurer shall have exclusive right to determine, in its sole discretion, the actions necessary to preserve
and protect the Issuer, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the
Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount. 
  

 23 







 (b) In connection with any action, proceeding or investigation that could adversely affect the Issuer,
the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, a Seller, the
Sponsor, the Issuer or any affiliate thereof, the Indenture Trustee hereby agrees to cooperate with, and to take such action as directed by, the Insurer, including (without limitation) entering into such agreements and settlements as the Insurer
shall direct, in its sole discretion, without the consent of any Noteholder. 
  
 (c) The Indenture Trustee hereby agrees to provide to the Insurer prompt written notice of any action, proceeding or investigation of which a Responsible Officer has received notice or has actual knowledge that names
the Issuer or the Indenture Trustee as a party or that could adversely affect the Issuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without
limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, a Seller, the Sponsor, the Trust or any affiliate thereof. 
  
 (d) Notwithstanding anything contained herein or in any of the other Basic Documents to the contrary, the Indenture Trustee shall not, without the
Insurer’s prior written consent or unless directed by the Insurer, undertake or join any litigation or agree to any settlement of any action, proceeding or investigation affecting the Issuer, the Collateral, the Trust Property or the rights or
obligations of the Insurer hereunder or under the Policy or the Basic Documents. 
  
 (e) Each Noteholder, by acceptance of its Note, and the Indenture Trustee agree that the Insurer shall have such rights as set forth in this Section, which are in addition to any rights of the Insurer pursuant to the
other provisions of the Basic Documents, that the rights set forth in this Section may be exercised by the Insurer, in its sole discretion, without the need for the consent or approval of any Noteholder or the Indenture Trustee, notwithstanding any
other provision contained herein or in any of the other Basic Documents, and that nothing contained in this Section shall be deemed to be an obligation of the Insurer to exercise any of the rights provided for herein. 
  
 ARTICLE VI 
  
 THE INDENTURE TRUSTEE 
  
 SECTION 6.1. Duties of Indenture Trustee. 
  
 (a) If a Rapid Amortization Event of which a Responsible Officer of the
Indenture Trustee has received notice or has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents and use the same degree of care and skill
in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; 
  

 24 







 (b) Except during the continuance of a Rapid Amortization Event of which a Responsible Officer of the
Indenture Trustee has notice or actual knowledge: 
  
 (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
or its own willful misconduct, its negligent failure to perform its material obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; except that: 
  
 (i) this paragraph does not limit the effect of paragraph
(b) of this Section; 
  
 (ii) the Indenture
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; 
  
 (iii) the Indenture Trustee shall not be liable with respect
to any action it takes or omits to take in reasonable good faith in accordance with a direction received by it pursuant to the terms herein; and 
  
 (iv) the Indenture Trustee shall not be charged with knowledge of any Rapid Amortization Event or any failure by the Servicer to comply
with the obligations of the Servicer in the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee at the Corporate Trust Office obtains actual knowledge of such Rapid Amortization Event or failure or the Indenture
Trustee receives written notice of such Rapid Amortization Event or failure from the Servicer, the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount. 
  
 (d) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may
agree in writing with the Issuer. 
  
 (e) No provision of this
Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers (including, but not limited to,
its powers and obligations to sell, dispose of, or otherwise liquidate, the Collateral pursuant to Section 12.1), if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such
risk or liability is not reasonably assured to it. 
  

 25 







 (f) Every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 
  
 (g) The Indenture Trustee shall, upon three Business Days’ prior written notice to the Indenture Trustee, permit any representative of the Insurer,
during the Indenture Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts (at the expense of the party requesting such
copies or extracts) therefrom and to discuss the Indenture Trustee’s affairs and actions, as such affairs and actions relate to the Indenture Trustee’s duties with respect to the Notes, with the Indenture Trustee’s officers and
employees responsible for carrying out the Indenture Trustee’s duties with respect to the Notes. 
  
 (h) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing
Agreement. 
  
 (i) The Indenture Trustee shall, and hereby agrees
that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for the use and benefit of the Noteholders. 
  
 (j) In no event shall U.S. Bank National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under
the Delaware Statutory Trust Statute, common law, or the Trust Agreement. 
  
 (k) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a
security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment,
or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to
the Indenture Trustee pursuant to this Indenture reasonably believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties. 
  
 SECTION 6.2. Rights of Indenture Trustee. 
  
 (a) The Indenture Trustee may conclusively rely on any resolution, opinion of counsel, officer’s certificate,
certificate of auditors, servicing officer’s or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in such document. 
  
 (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. 
  

 26 







 (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Indenture Trustee shall not be liable for the negligence of such agents, attorneys, custodians or nominees appointed (i) with due care and (ii) with the
consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied. 
  
 (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture
Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. The Indenture Trustee shall not, in any event, be liable for any action, or failure to act, of the Custodian. 
  
 (e) The Indenture Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel. 
  
 (f) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes or the
Controlling Party, pursuant to the provisions of this Indenture, unless such Holders of Notes or the Controlling Party shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, subject to Section 6.1(e), upon the occurrence of a Rapid Amortization Event of which a Responsible Officer of the Indenture Trustee
shall have received notice or have actual knowledge (that has not been cured or waived), exercise the rights and powers vested in it by this Indenture or the Sale and Servicing Agreement with reasonable care and skill. 
  
 (g) The Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Insurer or by the Holders of
Notes evidencing not less than a majority of the Outstanding Amount thereof; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Indenture Trustee may
require indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Indenture
Trustee shall be reimbursed by the Person making such request upon demand. 
  
 (h) The Indenture Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Servicer until such time as the Indenture Trustee may be required to
act as Servicer. 
  

 27 







 (i) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture
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. 
  
 SECTION 6.3. Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent may do the
same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12. 
  
 SECTION 6.4. Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Collateral, the Trust
Property or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of
the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication. 
  
 SECTION 6.5. Notice of Rapid Amortization Events and Events of Servicing Termination. If a Rapid Amortization Period or an Event of Servicing
Termination occurs and is continuing and if a Responsible Officer of the Indenture Trustee either has actual knowledge thereof, or has received written notice of the existence thereof, the Indenture Trustee shall (i) promptly mail to the Insurer
notice of such event, and (ii) within 90 days after such knowledge or notice occurs, mail to each Noteholder notice of such event. Except in the case of a default in payment of principal of or interest on any Note, the Indenture Trustee may withhold
the notice to the Noteholders if and so long as one of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders; provided that the Indenture Trustee shall not withhold any such notice to the
Insurer. 
  
 SECTION 6.6. Reports by Indenture Trustee to
Holders. Upon written request, the Indenture Trustee shall on behalf of the Issuer deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its federal and state income tax returns required by
law. 
  
 SECTION 6.7. Compensation and Indemnity.

  
 (a) Pursuant to Section 8.7 and subject to Section 6.10
herein, the Issuer shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time compensation as agreed to in writing between the Servicer and the Indenture Trustee for its services. The Indenture Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuer or, to the extent provided in the Sale and Servicing Agreement, the Servicer, shall reimburse the Indenture Trustee for all reasonable out-of-pocket
expenses incurred or made by it, including, but not limited to, costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture
Trustee’s agents, counsel (including internal counsel), accountants and experts (including internal experts). The Issuer or, to the extent provided in the Sale and Servicing Agreement, the Servicer, shall indemnify the Indenture 

  

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Trustee and its respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and
expenses) incurred by each of them in connection with the acceptance or the administration of this trust and the performance of its duties hereunder or under any other Basic Document. The Indenture Trustee shall notify the Issuer and the Servicer
promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations under Article VIII of the
Sale and Servicing Agreement. The Issuer shall or shall cause the Servicer to defend the claim, the Indenture Trustee may have separate counsel and the Issuer or, to the extent provided in the Sale and Servicing Agreement, the Servicer, shall pay
the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith. Anything is this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind, whatsoever (including but not limited to lost
profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
  
 (b) The Issuer’s and the Servicer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this
Indenture. Notwithstanding anything else set forth in this Indenture or the Basic Documents, the Indenture Trustee agrees that the obligations of the Issuer (but not the Servicer) to the Indenture Trustee hereunder and under the Basic Documents
shall be recourse to the Collateral only and shall not be recourse to any other assets of the Issuer or any assets of any Noteholder. In addition, the Indenture Trustee agrees that its recourse to the Collateral is subject to certain priorities and
limitations as specifically provided for in this Indenture. 
  
 SECTION 6.8. Replacement of Indenture Trustee. The Indenture Trustee may resign at any time by so notifying the Issuer and the Insurer by written notice. Upon receiving such notice of resignation, the Issuer shall promptly appoint a
successor Indenture Trustee (approved in writing by the Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of such instrument shall be delivered to the resigning Indenture Trustee (who shall
deliver a copy to the Servicer and the Insurer) and one copy to the successor Indenture Trustee; provided, however, that any such successor Indenture Trustee shall be subject to the prior written approval of the Servicer, which approval shall
not be unreasonably withheld, delayed or denied. The Issuer may, and at the request of the Insurer shall, remove the Indenture Trustee, if: 
  
 (i) the Indenture Trustee fails to comply with Section 6.11; 
  
 (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case
or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or
appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture 

  

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Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs; 
  
 (iii) an involuntary case under the federal bankruptcy laws,
as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the Indenture Trustee and such case is not dismissed within 60 days; 
  
 (iv) the Indenture Trustee commences a voluntary case under
any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails
generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; 
  
 (v) the Indenture Trustee otherwise becomes incapable of acting; or 
  
 (vi) the Indenture Trustee materially breaches any covenant or obligation under the Basic Documents.

  
 Additionally, the Issuer shall remove the Indenture Trustee at
the request of the Insurer. 
  
 If the Indenture Trustee resigns
or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee
acceptable to the Insurer. If the Issuer fails to appoint such a successor Indenture Trustee within 30 days, the Insurer may appoint a successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and have accepted
appointment within 45 days after the giving of such notice of resignation or removal, the resigning or removed Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. 
  
 A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, to the Insurer and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and
duties of the retiring Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee
to the successor Indenture Trustee. 
  
 If a successor Indenture
Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Insurer, or the Holders of a majority in Outstanding Amount of the Notes may, at the expense of
the Servicer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee acceptable to the Insurer. 
  

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 If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of
competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee acceptable to the Insurer. 
  
 Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to Section 6.8 and payment of all fees and expenses owed to the outgoing Indenture Trustee. 
  
 Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer’s and the Servicer’s indemnity obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee and the Servicer shall pay any amounts owing to the Indenture Trustee. 
  
 SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or substantially all of 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 that such entity meets the requirements of Section 6.11 hereunder and is otherwise acceptable to the Insurer (unless an Insurer Default has occurred and is continuing). The Indenture
Trustee shall provide the Insurer and the Servicer with 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. 
  
 SECTION 6.10.
Appointment of Co-Indenture Trustee or Separate Indenture Trustee. 
  
 (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust may at the time be located, the Indenture
Trustee, with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or
separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust, or any part hereof, and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. 
  

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 (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 Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; 
  
 (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or
omissions of predecessor or successor trustees; and 
  
 (iii) the Indenture Trustee and the Servicer acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee except that following the occurrence of an Event of Servicing Termination, the Indenture
Trustee acting alone may accept the resignation of or remove any separate trustee or co-trustee. 
  
 (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. 
  
 (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee. 
  
 (e) The Servicer
shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 
  
 (f) No separate trustee or co-trustee hereunder shall be required to meet the terms of eligibility as an indenture trustee under Section 6.11 hereunder and no notice to the Noteholders shall be required under Section
11.05. 
  

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 SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the
requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Indenture Trustee shall provide copies of such
reports to the Insurer upon request. The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from
the operation of TIA § 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 § 310(b)(1) are met. 
  
 SECTION 6.12. Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 

 
 SECTION 6.13. Appointment and Powers. Subject to the terms and
conditions hereof, the Issuer hereby appoints U.S. Bank National Association as the Indenture Trustee with respect to the Collateral, and U.S. Bank National Association hereby accepts such appointment and agrees to act as Indenture Trustee with
respect to the Collateral for the Issuer Secured Parties, to maintain custody and possession of the Collateral (except as otherwise provided hereunder or under the Custodial Agreement) and to perform the other duties of the Indenture Trustee in
accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Indenture Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges
hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Indenture Trustee by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto.
The Indenture Trustee shall act upon and in compliance with the written instructions delivered to it pursuant to this Indenture promptly following receipt of such written instructions; provided that the Indenture Trustee shall not act in
accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or (ii) for which the Indenture Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a
condition to the exercise by the Indenture Trustee of its express duties hereunder, except where this Indenture provides that the Indenture Trustee is permitted to act only following and in accordance with such instructions. 
  
 SECTION 6.14. Performance of Duties. Subject to Section 6.1, the
Indenture Trustee (a) shall have no duties or responsibilities except those expressly set forth in this Indenture and the other Basic Documents to which the Indenture Trustee is a party or as directed by the Controlling Party in accordance with this
Indenture, subject to receiving reasonable indemnity and (b) shall not be required to take any discretionary actions hereunder except at the written direction and with the indemnification of the Controlling Party. The Indenture Trustee shall, and
hereby agrees that it will, perform all of the duties and obligations required of it under the Sale and Servicing Agreement. 
  
 SECTION 6.15. Limitation on Liability. Neither the Indenture Trustee nor any of its directors, officers, employees and agents shall be liable for
any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Indenture Trustee shall 

  

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be liable for its negligence, bad faith or willful misconduct; nor shall the Indenture Trustee be responsible for the validity, effectiveness, value,
sufficiency or enforceability against the Issuer of this Indenture or any of the Collateral (or any part thereof). 
  
 SECTION 6.16. Reliance Upon Documents. In the absence of negligence, bad faith or willful misconduct on its part, the Indenture Trustee shall be
entitled to conclusively rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall have no liability in acting, or
omitting to act, where such action or omission to act is in reasonable reliance upon any statement or opinion contained in any such document or instrument. 
  
 SECTION 6.17. Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Issuer and to each
Issuer Secured Party as follows: 
  
 (a) Due Organization.
The Indenture Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America and is duly authorized and licensed under applicable law to conduct its business as
presently conducted. 
  
 (b) Corporate Power. The Indenture
Trustee has all requisite right, power and authority to execute and deliver this Indenture and to perform all of its duties as the Indenture Trustee hereunder. 
  

(c) Due Authorization. The execution and delivery by the Indenture Trustee of this Indenture and the other Basic Documents to which it is a
party, and the performance by the Indenture Trustee of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings required for the valid execution and delivery by the Indenture Trustee, or the performance
by the Indenture Trustee, of this Indenture and such other Basic Documents. 
  
 SECTION 6.18. Waiver of Setoffs. The Indenture Trustee hereby expressly waives any and all rights of setoff that the Indenture Trustee may otherwise at any time have under applicable law with respect to any
Account and agrees that amounts in the Accounts shall at all times be held and applied solely in accordance with the provisions hereof. 
  
 SECTION 6.19. Control by the Controlling Party. The Indenture Trustee shall comply with notices and instructions given by the Issuer only if
accompanied by the written consent of the Controlling Party. The Indenture Trustee shall act upon and comply with notices and instructions given by the Controlling Party alone. 
  
 SECTION 6.20. Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under
this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and such proceeding instituted by the Indenture Trustee
shall be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and 

  

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advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been
recovered. 
  
 SECTION 6.21. Suits for Enforcement. In case
an Event of Servicing Termination or other default by the Servicer or the Sponsor hereunder shall occur and be continuing, the Controlling Party may proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by
a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of
any other legal, equitable or other remedy, as the Indenture Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee and the Noteholders. 
  
 SECTION 6.22. Mortgagor Claims. In connection with any offset
defenses, or affirmative claim for recovery, asserted in legal actions brought by Mortgagors under one or more Mortgage Loans based upon provisions therein or upon other rights or remedies arising from any requirements of law applicable to the
Mortgage Loans: 
  
 (a) The Indenture Trustee is the holder of the
Mortgage Loans only as trustee on behalf of the holders of the Notes and the Insurer, and not as a principal or in any individual or personal capacity. 
  
 (b) The Indenture Trustee shall not be personally liable for, or obligated to pay Mortgagors, any affirmative claims asserted thereby, or responsible to
holders of the Notes for any offset defense amounts applied against Mortgage Loan payments, pursuant to such legal actions. 
  
 (c) The Indenture Trustee will pay, solely from the Collateral, affirmative claims for recovery by Mortgagors only pursuant to final judicial orders or
judgments, or judicially-approved settlement agreements, resulting from such legal actions. 
  
 (d) The Indenture Trustee will comply with judicial orders and judgments which require its actions or cooperation in connection with Mortgagors’ legal actions to recover affirmative claims against holders of the
Notes. 
  
 (e) The Indenture Trustee will cooperate with and
assist the Servicer, the Insurer, the Issuer, the Sponsor, or holders of the Notes in their defense of legal actions by Mortgagors to recover affirmative claims if such cooperation and assistance is not contrary to the interests of the Indenture
Trustee as a party to such legal actions and if the Indenture Trustee is satisfactorily indemnified for all liability, costs and expenses (including attorneys’ fees and expenses) arising therefrom. 
  
 (f) The Issuer and the Servicer (pursuant to the Sale and Servicing
Agreement) hereby agree to indemnify, hold harmless and defend the Indenture Trustee from and against any and all liability, loss, costs and expenses (including attorneys’ fees and expenses) of the Indenture Trustee resulting from any
affirmative claims for recovery asserted or collected by Mortgagors under the Mortgage Loans. 
  

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 SECTION 6.23. Certain Other Duties. In addition to the duties and obligations of the Indenture
Trustee set forth in this Indenture, the Indenture Trustee hereby agrees to perform the duties and obligations set forth in Section 2.5(b), Section 2.11(e) and Section 6.1 of the Trust Agreement. 
  
 ARTICLE VII 
  
 NOTEHOLDERS’ LISTS AND REPORTS 
  
 SECTION 7.1. Issuer To Furnish To Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five days after each Record Date occurring after the issuance of Definitive Notes, a list, in such form as the Indenture Trustee may
reasonably require, of the names and addresses of the Holders as of such Record Date, (b) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. The Indenture Trustee or, if
the Indenture Trustee is not the Note Registrar, the Issuer shall furnish to the Insurer or the Issuer in writing upon their written request and at such other times as the Insurer or the Issuer may request a copy of the list. 
  
 SECTION 7.2. Preservation of Information; Communications to
Noteholders. 
  
 (a) The Indenture Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. 
  
 (b) Noteholders may communicate with other Noteholders with respect to their rights under this Indenture or under the Notes.

  
 (c) The Issuer, the Indenture Trustee and the Note Registrar
shall have the protection of TIA § 312(c). 
  
 SECTION 7.3.
Reports by Issuer. 
  
 (a) The Issuer shall: 
  
 (i) file with the Indenture Trustee (with a copy to the
Insurer), within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and copies of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; 
  

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 (ii) file with the Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such
rules and regulations; and 
  
 (iii) supply to
the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) (with a copy to the Insurer) such summaries of any information, documents and reports required to be filed by the Issuer
pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission. 
  
 (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year. 
  
 SECTION 7.4. Reports by Indenture Trustee. If required by TIA §
313(a), within 60 days after each December 31, beginning with December 31, 2004, the Indenture Trustee shall mail to each Noteholder (with a copy to the Insurer and the Credit Risk Manager) as required by TIA § 313(c) a brief report dated as of
such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). 
  
 A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if
any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange or the delisting thereof. 
  
 ARTICLE VIII 
  
 PAYMENTS AND STATEMENTS TO NOTEHOLDERS AND RESIDUAL NOTEHOLDERS; 
 ACCOUNTS, DISBURSEMENTS AND RELEASES 
  
 SECTION 8.1. Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or
assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it as provided in the Servicing Certificate, this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture or in the Sale and Servicing Agreement, subject to Sections 6.1 and 6.2, if any
default occurs in the making of any payment or performance under any agreement or instrument that is part of the Collateral, the Indenture Trustee may, with the consent of the Insurer (so long as no Insurer Default has occurred and is continuing, in
which case, with the consent of the majority of the Noteholders), or shall at the direction of the Insurer (so long as no Insurer Default has occurred and is continuing, in which case, at the direction of the majority of the Noteholders), take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. 
  

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 SECTION 8.2. Release of Collateral. 
  
 (a) Subject to Section 8.11 and the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and
when required by the Issuer and the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture or
the Sale and Servicing Agreement. In the event that the fair value of property to be released from the lien of this Indenture on any date, together with the fair value of property previously released during the then-current calendar year, equals or
exceeds 10% of the aggregate Note Principal Balance on such date, in addition to all other actions required to be taken pursuant to this Indenture, the Sale and Servicing Agreement or otherwise in connection with such release, an Independent
Certificate in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1 shall also be delivered to the Indenture Trustee. No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. 
  
 (b) The Indenture Trustee shall, at such time as there are no Notes
outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 or otherwise under this Indenture or the Basic Documents, and to the Insurer pursuant to the Insurance Agreement have been paid and the Policy has been cancelled and returned
to the Insurer, 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 Accounts. The Indenture Trustee
shall release property from the lien of this Indenture pursuant to this Section 8.2(b) only upon receipt by the Indenture Trustee and the Insurer 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 §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1. 
  
 SECTION 8.3. Establishment of Distribution Account. The Indenture Trustee shall establish and maintain, at the Corporate Trust Office of the
Indenture Trustee, a Distribution Account to be held by the Indenture Trustee in the name of the Issuer for the benefit of the Noteholders and the Insurer, as their interests may appear. Such account shall be an Eligible Account. The Indenture
Trustee shall hold funds in the Distribution Account uninvested. All income and gain realized from the Indenture Trustee’s holding of the funds in the Distribution Account shall be for the benefit of the Indenture Trustee and shall be subject
to its withdrawal from time to time. Any withdrawal of funds from the Distribution Account by the Indenture Trustee shall be made pursuant to Section 3.03 of the Sale and Servicing Agreement. 
  
 SECTION 8.4. The Policy. 
  
 (a) By the close of business on the Business Day preceding each Determination
Date the Indenture Trustee shall determine from the Servicing Certificate with respect to the immediately following Payment Date, the Deficiency Amount, if any. 
  

(b) If the Indenture Trustee determines pursuant to paragraph (a) above that a Deficiency Amount would exist, the Indenture Trustee shall complete a
Notice in the form of 

  

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Exhibit A to the Policy and submit such notice to the Insurer no later than 12:00 noon New York City time on the related Determination Date preceding such
Payment Date as a claim for the payment of an Insured Amount in an amount equal to the Deficiency Amount. 
  
 (c) The Indenture Trustee shall establish an Eligible Account (which may be a sub-account of the Distribution Account) for the benefit of the Noteholders
and the Insurer referred to herein as the “Policy Payment Account” over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the
Policy into the Policy Payment Account and distribute such amount only for purposes of payment to the Noteholders of the Insured Amount for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of
the Sponsor, the Servicer, the Indenture Trustee or the Trust. Amounts paid under the Policy, to the extent needed to pay the Insured Amount, shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.7(b)(v)(A),
(vii) and (viii), as applicable. It shall not be necessary for such payments to be made by check or wire transfers separate from checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the
amount of any payment of principal or interest on the Notes to be paid from funds transferred from the Policy Payment Account shall be noted as provided in subsection (d) of this Section 8.4 and in the Indenture Trustee’s Statement to
Noteholders. Funds held in the Policy Payment Account shall not be invested. Any funds remaining in the Policy Payment Account on the first Business Day following a Payment Date shall be returned to the Insurer pursuant to the written instructions
of the Insurer by the end of such Business Day. 
  
 (d) The
Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Policy. The Insurer shall have the right to inspect such records at reasonable times
during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee. 
  
 (e) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Insurer a notice of such retirement, and, upon retirement of the Notes and
the expiration of the term of the Policy, surrender the Policy to the Insurer for cancellation. 
  
 SECTION 8.5. [Reserved] 
  
 SECTION 8.6. [Reserved] 
  
 SECTION 8.7. Priority of Distributions. 
  
 (a) The Indenture Trustee shall deposit to the Distribution Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the
Collateral and (ii) Interest Collections and Principal Collections remitted by the Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee. 
  

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 (b) With respect to the Distribution Account, on each Payment Date, from amounts then on deposit therein
and based solely on the information contained in the Servicing Certificate, the Indenture Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and
disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: 
  
 (i) from Interest Collections for such Payment Date, to the Indenture Trustee, the Indenture Trustee Fee then due; 
  
 (ii) from Interest Collections for such Payment Date, to the
Insurer, the Premium Amount with respect to the Notes for such Payment Date; 
  
 (iii) from Interest Collections for such Payment Date, to the Credit Risk Manager, the Credit Risk Manager Fee then due; 
  
 (iv) from Interest Collections for such Payment Date, to the Owner Trustee, the Owner Trustee Fee then due; 
  
 (v) concurrently, pro rata based on interest amounts
due, (A) to the Holders of the Notes, the Interest Payment Amount for such Payment Date, and (B) during the Managed Amortization Period, to the Sponsor (as holder of the Class G Certificates), interest at the Note Rate for the related Interest
Accrual Period on any Additional Balance Contributed Amount for such Payment Date; 
  
 (vi) from Principal Collections for such Payment Date, on each Payment Date during the Managed Amortization Period, to the Sponsor (as
holder of the Class G Certificates), an amount equal to any Additional Balance Contributed Amount for such Payment Date; 
  
 (vii) from Principal Collections for such Payment Date, to the Holders of the Notes, as a distribution of principal, the Principal Payment
Amount for such Payment Date; 
  
 (viii) to the
Holders of the Notes, as a distribution of principal, the Overcollateralization Deficit for such Payment Date, if any; 
  
 (ix) to the Insurer, the Reimbursement Amount, if any, then due to it, including interest thereon; 
  
 (x) to the Holders of the Notes, as a distribution of
principal, the Accelerated Principal Payment for such Payment Date, if any; 
  
 (xi) pari passu (a) to the Servicer, reimbursement for amounts reimbursable to the Servicer pursuant to Section 3.03 and Section 5.03 of the Sale and Servicing Agreement to the extent not previously reimbursed
and (b) to the Indenture Trustee, up to a maximum of $5,000 on any Payment Date to pay certain amounts that may be required to be paid to the Indenture Trustee with respect to its preparation and recording of assignments of mortgages (which amounts
were not reimbursed pursuant to the Sale and Servicing Agreement); 
  

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 (xii) to the Holders of the Notes, the current Deferred Interest with respect to the
Notes and any unpaid Deferred Interest from prior Payment Dates with interest thereon at the Formula Note Rate; 
  
 (xiii) to the Manager, the Management Fee then due; 
  
 (xiv) pari passu, (a) to the Indenture Trustee, any unpaid fees and unreimbursed expenses and
indemnities due and owing to the Indenture Trustee pursuant to Section 6.7 or otherwise under this Indenture or the Basic Documents and not otherwise paid pursuant to clauses (i) and (x) above; and (b) to the Owner Trustee, any unpaid fees and
unreimbursed expenses due and owing to the Owner Trustee and not otherwise paid pursuant to clauses (iii) above; and 
  
 (xv) to the Owner Trustee, any amounts remaining in the Distribution Account, for payment to the Residual Certificateholders as set forth
in Section 4.11 of the Trust Agreement. 
  
 SECTION 8.8.
Statements to Noteholders. The Indenture Trustee (based solely upon the Servicing Certificate received from the Servicer, and to the extent the information contained therein is sufficient therefor) will make available via its internet website
on each Payment Date concurrently with each distribution to the Noteholders, to the Servicer, the Noteholders, the Insurer and the Credit Risk Manager a statement setting forth: 
  
 (i) the amount being distributed to the Notes; 
  
 (ii) the amount of interest being distributed to the Notes
and the Note Rate; 
  
 (iii) the amount, if any,
of overdue accrued interest being distributed to the Notes (and the amount of interest thereon); 
  
 (iv) the amount, if any, of the remaining overdue accrued interest for the Notes after giving effect to such distribution; 
  
 (v) the amount, if any, of principal being distributed to
the Notes; 
  
 (vi) the Servicing Fee for such
Payment Date; 
  
 (vii) the principal balance of
the Notes, after giving effect to such distribution; 
  
 (viii) the related initial Pool Balance and the related Pool Balance as of the end of the preceding Collection Period; 
  
 (ix) the Indenture Trustee Fee, Owner Trustee Fee and the Management Fee for such Payment Date; 
  

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 (x) the number and aggregate Principal Balance of Mortgage Loans that were (A) delinquent
(exclusive of Mortgage Loans in bankruptcy or foreclosure or properties acquired by the Trust by deed in lieu of foreclosure) (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 to 119 days, (4) 120 to 149 days, (5) 150 to 179 days, (6) 180 to 269 days and
(7) 270 or more days, (B) in foreclosure, (C) in bankruptcy and (D) properties acquired by the Trust by deed in lieu of foreclosure; 
  
 (xi) (A) cumulative losses as a percentage of original Pool Balance, (B) cumulative losses as a percentage of current Pool Balance and (C)
the Twelve Month Rolling Cumulative Loss Rate as a percentage of original Pool Balance; 
  
 (xii) the three-month rolling average of Mortgage Loans that are 60 days or more delinquent; 
  
 (xiii) the book value of any real estate which is acquired
by the Trust through foreclosure or grant of deed in lieu of foreclosure; 
  
 (xiv) the amount of any draws on the Policy; 
  
 (xv) whether the related Payment Date will fall during the Managed Amortization Period or the Rapid Amortization Period; 
  
 (xvi) whether a Rapid Amortization Event has occurred during the related Collection Period; 
  
 (xvii) the amount, if any, of any Relief Act Shortfalls
incurred during the related Collection Period; 
  
 (xviii) the outstanding principal balance of the three Mortgage Loans in with the largest outstanding principal balance; 
  
 (xix) whether an Event of Servicing Termination or an Insurer Default has occurred; 
  
 (xx) the amount, if any, of Additional Balances created
during the related Collection Period; 
  
 (xxi)
the amount, if any, of the Additional Balance Contributed Amount for such Payment Date, and the amount of interest on such amount; 
  
 (xxii) whether the Managed Amortization Period has ended and the Rapid Amortization Period has begun; 
  
 (xxiii) the Specified Overcollateralization Amount;

  
 (xxiv) the Overcollateralization Amount,
after giving effect to payments on such Payment Date; 
  

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 (xxv) the amount of any servicing advances made by the Servicer during the related
Collection Period; and 
  
 (xxvi) the amount, if
any, of interest shortfalls relating to prepayments during the related Collection Period. 
  
 In the case of information furnished pursuant to clauses (ii), (iii), (iv) and (v) above, the amounts shall be expressed as a dollar amount per class of Note with a $1,000 denomination. 
  
 The Indenture Trustee will make the reports referred to above (and, at its
option, any additional files containing the same information in an alternative format) available each month to Noteholders, the Insurer, the Sponsor, the Servicer and the Credit Risk Manager via the Indenture Trustee’s internet website, which
is presently located at http://www.usbank.com/abs. If the Insurer requests a paper copy of such information, a paper copy shall be sent to the Insurer each month without the need for any additional request. The Indenture Trustee shall have the right
to change the manner in which the reports referred to in this section are distributed in order to make such distribution more convenient and/or more accessible to the Noteholders, the Insurer, the Sponsor, the Servicer and the Credit Risk Manager.
The Indenture Trustee will provide timely and adequate notification to all such parties regarding any such change to the method of distribution of the reports. 
  

The Indenture Trustee shall also send a copy of each such report to the Class B Certificateholders, which, in addition to the information listed above,
shall also include (i) the Class Principal Balance of each class of Residual Certificates and (ii) the amount distributable, if any, to each class of Residual Certificates for such Payment Date. 
  
 Each report provided to the Insurer (either via the Indenture Trustee’s
website or a paper copy) pursuant to this Section 8.8 shall additionally report: (a) the total amount of funds received as Insured Amounts or Preference Amounts for such Payment Date, separately stating the portions used to pay principal and
interest components of the Deficiency Amount; (b) the cumulative amount of Insured Amounts or Preference Amounts paid by the Insurer through such Payment Date; and (c) other information as the Insurer may reasonably request from time to time.

  
 SECTION 8.9. Indenture Trustee Annual Certification. On
or before January 31 of each year, the Manager, on behalf of the Issuer, shall provide the Indenture Trustee with a written notice listing all Payment Date reports to Noteholders with respect to Payment Dates occurring in the prior calendar year
that were included in a Form 8-K filing pursuant to Section 3.14 of the Sale and Servicing Agreement; provided that if no Form 10-K is required to be filed for such prior calendar year, no written notice shall be required. No later than March 15 of
each year in which such written notice is provided by the Manager to the Indenture Trustee, the Indenture Trustee shall sign a certification (in the form attached hereto as Exhibit C) for the benefit of the Person(s) signing the Form 10-K
Certification, regarding certain aspects of the Form 10-K Certification. 
  

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 SECTION 8.10. Rights of Noteholders and Residual Certificateholders. The Notes shall represent
obligations of the Issuer, each representing interests in or secured by the Collateral, including the Collection Account, the Distribution Account and the right to receive Interest Collections, Principal Collections, if any, and other amounts at the
times and in the amounts specified in this Indenture and the Residual Certificates shall represent a beneficial interest in the Issuer (other than the Policy). 
  

SECTION 8.11. Opinion of Counsel. The Indenture Trustee and the Insurer shall receive at least seven days’ notice when requested by the
Issuer to take any action pursuant to Section 8.2(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel (addressed to the Indenture Trustee and to the
Insurer), stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders or the Insurer in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as
to the fair value of the Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such
action. 
  
 ARTICLE IX 
  
 SUPPLEMENTAL INDENTURES 
  
 SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.

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

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 (v) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture;
provided that such action shall not adversely affect the interests of the Holders of the Notes; 
  
 (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add
to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or 
  
 (vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statue hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the
TIA. 
  
 The Indenture Trustee is hereby authorized to join in the
execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. 
  
 (b) The parties hereto, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with the prior written
consent of the Insurer and with prior notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Noteholder. 
  
 SECTION 9.2. Supplemental Indentures with Consent of Noteholders. The parties hereto, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, with the consent of the Insurer and
with the consent of the Class B Certificateholders and the Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the parties hereto, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that,
subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Notes affected thereby: 
  
 (i) change the date of payment of any installment of
principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the
proceeds of the sale of, the Collateral 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; 
  

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 (ii) impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective Due Dates thereof (or, in the case of redemption, on or after the Redemption
Date); 
  
 (iii) reduce the percentage of the
Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences provided for in this Indenture; 
  
 (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; 
  
 (v) reduce the percentage of the Outstanding Amount of the
Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.4; 
  
 (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional
provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; 
  

(vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of
interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or 
  
 (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the
Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the
lien of this Indenture. 
  
 The Indenture Trustee may conclusively
rely as to whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel addressed and delivered to the Indenture Trustee and the Insurer to that effect and any such determination shall be
conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for relying on such Opinion of Counsel in good faith. 
  
 It shall not be necessary for any Act of Noteholders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 Promptly after the execution by the parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders
of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the 

  

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substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture. 
  
 SECTION 9.3. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this
Indenture, the Indenture Trustee and the Insurer shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel (and, if requested, an Officer’s Certificate) stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise. 
  
 SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for
any and all purposes. 
  
 SECTION 9.5. Reference in Notes to
Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be
qualified under the TIA. 
  
 SECTION 9.6. Reference in Notes to
Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. 
  
 ARTICLE X 
  
 REDEMPTION OF NOTES 
  
 SECTION 10.1. Redemption. The Notes are subject to redemption in whole, but not in part, at the direction of the Optional Redemption Holder pursuant to Section 7.01(b) of the Sale and Servicing Agreement, on
any Payment Date on which such Optional Redemption Holder exercises its option to transfer the Trust Property pursuant to said Section 7.01(b), for a purchase price equal to the Redemption Price. The Servicer or the Issuer shall furnish the 

  

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Insurer notice of such redemption not later than 35 days prior to the Redemption Date. If the Notes are to be redeemed pursuant to this Section 10.1, the
Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 35 days prior to the Redemption Date and the Issuer shall deposit or undertake to deposit on or prior to the Redemption Date with the Indenture
Trustee in the Distribution Account the Redemption Price of such Notes whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.2 (unless the Issuer shall default in the
deposit of the Redemption Price). 
  
 SECTION 10.2. Surrender
of Notes. 
  
 (a) Notice of any termination, specifying the
Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes to the Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Indenture Trustee
(upon receipt of written directions from the Optional Redemption Holder, if the Optional Redemption Holder is exercising its right to transfer the Mortgage Loans) promptly to the Insurer, the Servicer and to the Noteholders in accordance with
Section 10.03. In the event written directions are delivered to the Indenture Trustee as described in Section 10.01, the Optional Redemption Holder shall deposit in the Distribution Account on or before the Payment Date for such final distribution
in immediately available funds an amount which, when added to the funds on deposit in the Collection Account that are payable to the Noteholders, will be equal to the Redemption Price for the Mortgage Loans, together with all amounts due and owing
to the Indenture Trustee under this Indenture and the Basic Documents and to the Insurer for unpaid premiums and unreimbursed draws on the Policy and all other amounts due and owing to the Insurer pursuant to the Insurance Agreement, together with
interest thereon as provided under the Insurance Agreement. 
  
 (b) Upon presentation and surrender of the Notes, the Indenture Trustee shall cause to be distributed to the Holders of Notes on the Payment Date for such final distribution, in proportion to the Percentage Interests of their respective
Notes and to the extent that funds are available for such purpose, the amount required to be distributed to Noteholders pursuant to Section 10.1 of this Indenture for such Payment Date. The distribution on such final Payment Date pursuant to a
redemption pursuant to Section 7.01(a)(B)(i) of the Sale and Servicing Agreement shall be in lieu of the distribution otherwise required to be made on such Payment Date in respect of the Notes. On the final Payment Date prior to having made the
distributions called for above, the Indenture Trustee shall withdraw from the Distribution Account and pay to reimburse itself for all amounts due and owing to the Indenture Trustee under this Indenture and the Basic Documents and shall, based upon
the information set forth in the Servicing Certificate for such Payment Date, withdraw from the Distribution Account and remit to the Insurer the lesser of (x) the amount available for distribution on such final Payment Date and (y) the unpaid
amounts due and owing to the Insurer for unpaid premiums and unreimbursed draws on the Policy and all other amounts due and owing to the Insurer pursuant to the Insurance Agreement, together with interest thereon as provided under the Insurance
Agreement. 
  
 (c) In the event that all of the Noteholders shall
not surrender their Notes for final payment and cancellation on or before such final Payment Date, the Indenture Trustee shall on such date cause all funds in the Distribution Account not distributed in final distribution to 

  

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Noteholders to be withdrawn therefrom and credited to the remaining Noteholders by depositing such funds in a separate escrow account for the benefit of such
Noteholders and the Optional Redemption Holder (if the Optional Redemption Holder has exercised its right to transfer the Mortgage Loans) or the Indenture Trustee (in any other case) and shall give a second written notice to the remaining
Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Notes shall not have been surrendered for cancellation, the Indenture Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds on deposit in such escrow account. 
  
 SECTION 10.3. Redemption Notice. Notice of redemption supplied under
Section 10.1 shall be given by the Indenture Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least 20 days prior to the applicable Redemption Date to each Holder of Notes of record, as of the Record Date for
the last Payment Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register. 
  
 All notices of redemption shall state: 
  
 (i) the Redemption Date upon which final payment of the Notes will be made; 
  
 (ii) the amount of any such final distribution; 
  
 (iii) that the Record Date otherwise applicable to such
Redemption Date is not applicable and that payments shall be made only upon presentation and surrender of such Notes at the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the
Issuer to be maintained as provided in Section 3.2); and 
  
 (iv) that interest on the Notes shall cease to accrue on the Redemption Date. 
  
 Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note. 
  
 SECTION 10.4. Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.2, on the
Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price. 
  

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 ARTICLE XI 
  

MISCELLANEOUS 
  
 SECTION 11.1. Compliance Certificates and Opinions, etc. Upon any application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and to the Insurer if the application or request is made to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required
by the TIA or any provision of this Agreement) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
  
 (i) a statement that each signatory of such certificate or
opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; 
  
 (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
  
 (iii)
a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been
complied with; and 
  
 (iv) a statement as to
whether, in the opinion of each such signatory such condition or covenant has been complied with. 
  
 SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
  
 Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with
respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or 

  

 50 







 
Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
the Servicer, the Sponsor or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Sponsor or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters are erroneous. Any certificate, Issuer Order or Issuer Request may be executed on behalf of the Issuer by the Manager. 
  
 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 conclusively rely upon the truth and accuracy of any statement or opinion contained in any such document
as provided in Article VI. 
  
 SECTION 11.3. Acts of
Noteholders. 
  
 (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

  
 (b) The fact and date of the execution by any person of any
such instrument or writing may be proved in any customary manner of the Indenture Trustee. 
  
 (c) The ownership of Notes shall be proved by the Note Register. 
  
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made
upon such Note. 
  

 51 







 SECTION 11.4. Notices, etc., to Indenture Trustee, Issuer, Insurer and Rating Agencies. Any
request, demand, authorization, direction, notice, order, instruction, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with: 
  
 (a) The Indenture Trustee by any Noteholder or by the Issuer shall be made in
writing and either personally delivered, delivered by overnight courier or mailed first-class to the Indenture Trustee at its Corporate Trust Office and any notice delivered by facsimile shall be addressed to the Corporate Trust Office, telecopy
number (312) 325-8905, or 
  
 (b) The Issuer by the Indenture
Trustee or by any Noteholder shall be sufficient for every purpose hereunder if personally delivered, delivered by facsimile or overnight courier or mailed first class, and shall deemed to have been duly given upon receipt to the Issuer addressed
to: GreenPoint Home Equity Loan Trust 2004-4, in care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Telecopy: (302) 636-4140, Attention: GPHE 2004-4, or at any other address previously
furnished in writing to the Indenture Trustee by Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall provide a copy of any notice it receives from the
Issuer or any Noteholder to the Owner Trustee for distribution to the Class B Certificateholders. 
  
 (c) The Insurer by the Issuer or the Indenture Trustee shall be sufficient for any purpose hereunder if in writing and mailed by first-class mail
personally delivered or telecopied to the recipient as follows: 
  

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

  
 Notices required to be
given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally delivered, delivered by overnight courier or first class or via facsimile to (i) in the case of Moody’s, at the following
address: Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10004, Fax No: (212) 533-0355 and (ii) in the case of S&P, at the following address: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.,
55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department, Fax No: (212) 438-2661; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties. 
  
 SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event (and in all cases,
the Insurer shall receive notice), at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice so mailed to 

  

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any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given. 
  
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. 
  
 In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it
shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be
deemed to be a sufficient giving of such notice. 
  
 Where this
Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder. 
  
 SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Note Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such
payments or notices, provided that such methods are reasonable and consented to by the Indenture Trustee (which consent shall not be unreasonably withheld). The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements. 
  
 SECTION 11.7. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this indenture by any of the provisions of the TIA, such required provision shall control. 
  
 The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. 
  
 SECTION 11.8. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof. 
  
 Notwithstanding
anything to the contrary contained in this Indenture or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to
understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment. 
  

 53 







 SECTION 11.9. Successors and Assigns. All covenants and agreements in this Indenture and the Notes
by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors. 
  
 SECTION 11.10. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 SECTION 11.11. Benefits of Indenture. The Insurer and its successors and assigns shall be third-party beneficiaries to the provisions of this
Indenture, and shall be entitled to rely upon and directly to enforce such provisions of this Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, the Insurer, and the Noteholders, and any other party secured hereunder, and any other person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture. The
Insurer may disclaim any of its rights and powers under this Indenture (in which case the Indenture Trustee may exercise such rights or powers hereunder), but not its duties and obligations under the Policy upon delivery of a written notice to the
Indenture Trustee. 
  
 SECTION 11.12. Legal Holidays. In
any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. 
  

SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS . 
  
 SECTION 11.14. Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 SECTION 11.15. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording
offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Issuer or any other counsel reasonably acceptable to the Indenture Trustee and the Insurer) to the effect
that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. 
  
 SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Sponsor, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any Note or other writing delivered in 

  

 54 







 
connection herewith or therewith, against (i) the Sponsor, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Sponsor, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Sponsor, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Sponsor, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of
the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. 
  
 SECTION 11.17. No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting
a Note, hereby covenant and agree that they will not at any time institute against the Sponsor, or the Issuer, or join in any institution against the Sponsor, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents. 
  
 SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee or of the Insurer, during the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its Obligations hereunder. 
  
 SECTION 11.19. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and
authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company
but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any person claiming by, through or under them and (d) under no circumstances shall Wilmington Trust Company be personally liable for
the payment of any indebtedness or expenses of the Issuer or 

  

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be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaking by the Issuer under this Indenture or any
related documents. 
  
 ARTICLE XII 
  
 RAPID AMORTIZATION EVENTS 
  
 SECTION 12.1. Rapid Amortization Events. The following shall
constitute Rapid Amortization Events with respect to the Notes: 
  
 (a) failure on the part of the Issuer, a Seller, the Sponsor or the Servicer, as the case may be, (i) to make any payment or deposit required by the terms of this Indenture, the Sale and Servicing Agreement or the Insurance Agreement, as
applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, each Seller, the Sponsor or the Servicer,
as the case may be, set forth in the Sale and Servicing Agreement or the Insurance Agreement or this Indenture, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Sponsor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the related Seller, the Sponsor or the Servicer, as the case
may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount; 
  
 (b) any representation or warranty made by the Issuer, a Seller, the Sponsor or the Servicer, as the case may be, in this Indenture, the Sale and
Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be
incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Issuer, the related Seller, the Sponsor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the related Seller, the Sponsor or the Servicer, as the case may be, and the Indenture Trustee by
either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; provided, however, that with respect to any such representation or warranty made with respect to any Mortgage Loan or Mortgage Loans, a
Rapid Amortization Event shall not be deemed to occur if the related Seller has purchased such Mortgage Loan or Mortgage Loans during such period (or within an additional 60 days with the consent of the Indenture Trustee and the Insurer) in
accordance with the provisions of the Indenture; 
  
 (c) the
Servicer, a Seller, the Sponsor or the Issuer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer, the related Seller, the Sponsor or the Trust, as applicable, or of or relating to all or substantially all of such Person’s property, or a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any 

  

 56 







 
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Servicer, the related Seller, the Sponsor or the Trust and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Servicer, the related Seller, the Sponsor or the
Trust shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations; 
  
 (d) the Issuer becomes
subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; 
  

(e) any draw is made under the Policy; 
  
 (f) an Event of Servicing Termination has occurred; and 
  
 (g) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a
failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. 
  
 In the case of any event described in clauses (a) through (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the
applicable grace period, if any, described in the Indenture or Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the
Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture
Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. 
  
 Following the occurrence of a Rapid Amortization Event, if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the
Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. So long as (i) no Event of Servicing Termination has occurred
and is continuing and (ii) such Rapid Amortization Event was not caused by the Servicer, the Sponsor or GreenPoint Mortgage Funding, Inc., as a Seller, any such sale, disposal or liquidation will be “servicing retained” by the Servicer.
With respect to the Notes, the net proceeds of such sale will be paid (i) first, to the Indenture Trustee, the Credit Risk Manager and the Owner Trustee, any unpaid fees due and owing, (ii) second, to the Holders of the Notes, insofar as may be
necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to
the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such
Rapid Amortization Event and sale of 

  

 57 







 
the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 8.7(b)(xv), any remaining amounts.

  
 In addition to the consequences of a Rapid Amortization Event
discussed above, if the Sponsor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Sponsor, on the day of any such filing or appointment no further Additional Balances
will be transferred to the Trust and the Sponsor will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such
event. 
  
 Upon the occurrence of a Rapid Amortization Event, the
Sponsor shall no longer receive any principal funds upon the transfer of Additional Balances to the Trust in respect of the Additional Balance Contributed Amount but will be reimbursed to the extent of available funds from distributions on the Class
G Certificates. 
  

 58 







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

					
	 GREENPOINT HOME EQUITY LOAN TRUST 2004-4

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

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Indenture Trustee

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

					
	 Acknowledged and Agreed:

	
	 GREENPOINT MORTGAGE SECURITIES LLC

		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 

  








 [ANNEX A – DEFINED TERMS] 
  








 EXHIBIT A 
  
 [Form of Class A Note] 
  
 GREENPOINT HOME EQUITY LOAN TRUST 2004-4 CLASS A NOTE 
  

			
	 REGISTERED
	 	$[                    ]
		
	 No. A-1
	 	CUSIP NO. 395385 [            ]

  
 Unless this Class A
Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Class A Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF
THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  








 GREENPOINT HOME EQUITY LOAN TRUST 2004-4 
  
 CLASS A VARIABLE RATE ASSET BACKED NOTES 
  
 GreenPoint Home Equity Loan Trust 2004-4, a statutory trust organized and existing under the laws of the State of Delaware
(herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
[                                        ]
($[                    ]), such amount payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $[                    ] and the denominator of which is
$[                    ] by (ii) the aggregate amount, if any, payable from the Distribution Account in respect of principal on the Notes
pursuant to Section 8.7 of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Payment Date in
[            ] (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum provided in the Indenture on each Payment Date
on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date). Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from the Closing Date. Interest will be computed on the basis of the actual number of days elapsed in a 360-day year. Such
principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
  
 The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. 
  
 The Notes are entitled to the benefits of a certificate guaranty insurance
policy (the “Policy”) issued by Ambac Assurance Corporation (the “Insurer”), pursuant to which the Insurer has unconditionally guaranteed payments of the Insured Amounts with respect to the Notes on each Payment
Date and Preference Amounts, all as more fully set forth in the Policy. 
  
 For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will treat the Notes as indebtedness of the Sponsor and hereby instructs the Indenture Trustee to treat the Notes as indebtedness of
the Sponsor for federal and state tax reporting purposes. Each Noteholder by acceptance of a Note (and each owner of a beneficial interest in a Note by acceptance of such beneficial interest) agrees to treat the Notes for federal income, state and
local income and franchise and any other income taxes as indebtedness of the Sponsor. 
  
 Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Sponsor, the Sellers, the Servicer, the Indenture
Trustee, or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in 

  

 A-1-2 







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

  
 Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  
 Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 
  
 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A Variable Rate Asset Backed Notes, issued under an Indenture
dated as of August 1, 2004 (such agreement, as supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”), which
term includes any successor Indenture Trustee under the Indenture. 
  
 All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. If any such terms are not defined in the
Indenture, as supplemented or amended, then such terms shall have the meanings assigned to them in or pursuant to the Trust Agreement dated as of August 1, 2004 (such trust agreement, as supplemented or amended is herein called the “Trust
Agreement”), between GreenPoint Mortgage Securities LLC, as sponsor, and Wilmington Trust Company, as Owner Trustee (the “Owner Trustee,” which term includes any successor Owner Trustee under the Trust Agreement), as so
supplemented or amended. 
  
 The Notes are and will be secured by
the collateral pledged as security therefor as provided in the Indenture. 
  
 Principal of the Notes will be payable, pro rata, on each Payment Date in an amount described in the Indenture. “Payment Date” means the fifteenth (15th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing in October 2004. The term “Payment
Date,” shall be deemed to include the Final Scheduled Payment Date. 
  
 As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Notwithstanding the foregoing, on the date on which a Rapid Amortization Event as described in Section 5.1 shall have occurred and be continuing, the 

  

 A-1-3 







 
Insurer (so long as there is no continuing Insurer Default) shall have the right among others to direct the Indenture Trustee to sell or liquidate the
Mortgage Loans as provided in Section 12.1 of the Indenture and pay such amounts to the Holders of the Notes. All principal payments on the Notes shall be made pro rata to the Holders of the Notes entitled thereto. 
  
 Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer (or upon the request of a Holder holding Notes having denominations aggregating at least $1,000,000 and received by
the Indenture Trustee at least five Business Days prior to the related Record Date, by check or money order or otherwise) to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Note registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Any check or money order shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without
requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice
mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the office designated by the Indenture Trustee for such purposes located in The City of New York. 

 
 The Issuer shall pay interest on overdue installments of interest at the
Note Rate to the extent lawful. 
  
 As provided in the Indenture,
the Notes may be redeemed pursuant to Section 10.1 of the Indenture, in whole, but not in part, at the option of the holder of the majority interest in the Class B Certificates (with the consent of the Insurer under certain circumstances), on any
Payment Date occurring after the end of a Collection Period on which the outstanding Pool Balance on such Payment Date is less than or equal to 10% of the Original Pool Balance. If the holder of the majority interest in the Class B Certificates does
not exercise such option, then the Notes may be redeemed pursuant to Section 10.1 of the Indenture, in whole, but not in part, at the option of the holder of the majority interest in the Class G Certificates (with the consent of the Insurer under
certain circumstances), on any Payment Date occurring after the end of a Collection Period on which the outstanding Pool Balance on such Payment Date is less than or equal to 2% of the Original Pool Balance. 
  
 As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to 

  

 A-1-4 







 
the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Notes Transfer Agents Medallion Program (“Stamp”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more
new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 
  
 Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note
covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered
in connection therewith, against (i) the Sponsor, the Sellers, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any owner, beneficiary, agent,
officer, director or employee of the Sponsor, the Sellers, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Sponsor, the Sellers, the Servicer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Sponsor, the Sellers, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood
that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
  
 Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture and the Trust Agreement that such Noteholder will not at any time institute against the Sponsor, or the Issuer or join in any institution against the Sponsor, or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Trust Agreement, the Indenture or the Basic
Documents. 
  
 Prior to the due presentment for registration of
transfer of this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. 
  

 A-1-5 







 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Issuer and the rights of the Holders of the Note under the Indenture at any time by the Issuer with the consent of the Insurer and of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder but with the consent of the Insurer. 
  
 The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture or the Trust Agreement. 
  
 The Notes are issuable only in registered form in denominations as provided
in the Indenture, subject to certain limitations therein set forth. 
  
 This Note, the Trust Agreement and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws. 
  
 No reference herein to the Trust Agreement or the Indenture and no provision of this Note, the Trust Agreement or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal
of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed. 
  
 Anything herein to the contrary notwithstanding, except as expressly provided in the Trust Agreement, the Indenture or the Basic Documents, neither
Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor
shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the interests of the Issuer in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that
except as expressly provided in the Indenture or the Basic Documents in the case of a Rapid Amortization Event with respect to the Notes under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or
in this Note. 
  

 A-1-6 







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

									
	 Date: September     , 2004
	 	 	 	 GREENPOINT HOME EQUITY LOAN TRUST 2004-4

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


  

									
					
	 	 	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:


  

 A-1-7 







 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes designated above and referred to in the
within-mentioned Indenture. 
  

									
	 Date: September     , 2004
	 	 	 	 U.S. BANK NATIONAL ASSOCIATION,
 not in its
individual capacity
 but solely as Indenture Trustee

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	Authorized Signatory

  

 A-1-8 







 EXHIBIT B 
  
 FORM OF OPINION OF COUNSEL 
  

 B-1 







 EXHIBIT C 
  
 FORM OF CERTIFICATION TO BE PROVIDED TO 
 GREENPOINT HOME EQUITY LOAN TRUST 2004-4 BY THE INDENTURE TRUSTEE 
  
 GreenPoint Home Equity Loan Trust 2004-4 (the “Trust”) 
 Variable Rate Asset Backed Notes

  
 U.S. Bank National Association (the “Indenture
Trustee”) hereby certifies to GreenPoint Mortgage Securities LLC (the “Sponsor”), and each Person, if any, who “controls” the Sponsor within the meaning of the Securities Act of 1933, as amended, and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 
  
 1. The Indenture Trustee has reviewed the annual report on Form 10-K for the fiscal year
[            ], and all reports on Form 8-K containing distribution reports filed in respect of periods included in the year covered by that annual report, of the Sponsor relating to
the Trust; 
  
 2. Subject to paragraph 4 hereof, based solely upon
the information provided to the Indenture Trustee by the Servicer, and assuming the accuracy and completeness of the information supplied to the Indenture Trustee by the Servicer, the Distribution Information contained in the distribution reports
referred to in item 1 above, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact required by the Indenture to be included therein and necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report; 
  
 3. Based on the Indenture Trustee’s knowledge, the Distribution Information required to be provided by the Indenture Trustee under the Indenture,
dated as of August 1, 2004, between the Trust and the Indenture Trustee, is included in these reports; and 
  
 4. In compiling the Distribution Information and making the foregoing certifications, the Indenture Trustee has relied upon information furnished to it by
the Servicer in accordance with the Sale and Servicing Agreement. The Indenture Trustee shall have no responsibility or liability for any inaccuracy in such reports on Form 8-K to the extent such inaccuracy results from information received from the
Servicer. 
  
 For purposes of this certification,
“Distribution Information” shall mean that information reported by the Indenture Trustee for each Payment Date during the related fiscal year pursuant to clauses (i) through (xxvi) of Section 8.8 of the Indenture. 
  
 Capitalized terms used but not otherwise defined herein, shall have the
meanings assigned thereto in Annex A to the Indenture. 
  
 [SIGNATURE PAGE IMMEDIATELY FOLLOWS] 
  

 C-1 








									
	 	 	 	 	 U.S. BANK NATIONAL ASSOCIATION,
 as Indenture Trustee

					
	 Dated:
	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 

  

 C-2 







 Execution Copy 
  
 ANNEX A – DEFINED TERMS 
  
 Accelerated Principal Payment: With respect to any Payment Date a payment received as a payment of principal by the Noteholders, for the purpose of
increasing the related Overcollateralization Amount, and to be paid from the Excess Cashflow, and equal to for any Payment Date the lesser of (x) the amount of the Excess Cashflow and (y) the Overcollateralization Deficiency Amount. 
  
 Account: Any of the Distribution Account or the Collection Account.

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

  
 Additional Balance: With respect to the Mortgage Loans
and any date of determination, the aggregate amount of all Draws conveyed to the Issuer pursuant to Section 2.01 of the Sale and Servicing Agreement. 
  
 Additional Balance Contributed Amount: As to any Payment Date, the difference, if any, between (a) the aggregate excess, if any, for all prior
Payment Dates during the Managed Amortization Period of (i) the aggregate principal amount of all Additional Balances created during the Collection Period relating to each such Payment Date over (ii) Principal Collections relating to such Payment
Date, and (b) the aggregate Additional Balance Contributed Amounts paid to the Sponsor on all prior Payment Dates pursuant to Section 8.7(b)(vi) of the Indenture. 
  
 Affiliate: With respect to any specified Person, any other Person controlling, controlled by or under common control
with such Person. For the purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 Appraised Value: As to any Mortgaged Property, the value established by either a full appraisal or a drive by inspection of such Mortgaged Property
made to establish compliance with the underwriting criteria then in effect in connection with the application for the Mortgage Loan secured by such Mortgaged Property. 
  
 Assignment Agreement: The assignment agreement dated as of August 1, 2004 among Terwin Advisors LLC, a Delaware
limited liability company, as assignor, GreenPoint Mortgage Securities LLC, a Delaware limited liability company, as assignee, and GreenPoint Mortgage Funding, Inc., as seller. 
  
 Assignment of Mortgage: With respect to any Mortgage, an assignment, notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect the sale of the Mortgage to the Indenture Trustee, which assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, to the extent permitted by applicable law. 
  








 Authorized Newspaper: A newspaper of general circulation in the Borough of Manhattan, The City of
New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays. 
  
 Authorized Officer: With respect to the Issuer and the Servicer, the Manager or any officer or agent acting pursuant to a power of attorney of the
Owner Trustee or the Servicer, respectively, who is authorized to act for the Owner Trustee (including the Manager) or the Servicer, respectively, in matters relating to the Issuer and the Servicer, respectively, and who is identified on the list of
Authorized Officers delivered by each of the Owner Trustee and the Servicer, respectively, to the Indenture Trustee on the Closing Date (as such lists may be modified or supplemented from time to time thereafter). 
  
 Available Funds: With respect to any Payment Date, the amount then on
deposit in the Distribution Account, after taking into account the deposits thereto made pursuant to Section 8.7(a) of the Indenture, if any (exclusive of the amount of any related Insured Amount or Preference Amount then on deposit in the Policy
Payment Account or deposited into the Distribution Account in accordance with Section 8.4(c) of the Indenture). 
  
 Basic Documents: The Indenture, the Notes, the Residual Certificates, the Certificate of Trust, the Trust Agreement, the Sale and Servicing
Agreement, the Assignment Agreement, the Indemnification Agreement, the Management Agreement, the Insurance Agreement and the Policy. 
  
 BBA: The British Bankers’ Association. 
  
 BIF: The Bank Insurance Fund, as from time to time constituted, created under the Financial Institutions Reform, Recovery and Enhancement Act of
1989, or if at any time after the execution of this instrument the Bank Insurance Fund is not existing and performing duties now assigned to it, the body performing such duties on such date. 
  
 Billing Cycle: With respect to any Mortgage Loan and Collection
Period, the billing period specified in the related Credit Line Agreement and with respect to which amounts billed are received during such Collection Period. 
  

Book-Entry Notes: A beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.9 of the Indenture. 
  
 Business
Day: Any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the state of New York, the state of California or the state in which the Corporate Trust Office is located are required or authorized by law or
executive order to be closed or (iii) a day on which the Insurer is closed. 
  
 Certificate of Trust: The certificate of trust of the Issuer substantially in the form of Exhibit C to the Trust Agreement. 
  

 2 







 Class A Note: Any Note designated as a “GreenPoint Home Equity, Loan Asset Backed 2004-4
Class A Note” on the face thereof insubstantially the form of Exhibit A to the Indenture. 
  
 Class Principal Balance: With respect to the Class G Certificates and any Payment Date during the Managed Amortization Period, zero. With respect to the Class G Certificates and any Payment Date during the
Rapid Amortization Period, the sum of the Additional Balance Contributed Amount at the commencement of the Rapid Amortization Period for such Payment Date and the aggregate amount of Draws conveyed to the Issuer during the Rapid Amortization Period,
less the aggregate Realized Loss Allocated Amount for all prior Payment Dates and, after the Notes are paid in full, distributions to such class pursuant to Section 4.11 of the Trust Agreement representing principal payments on the Mortgage Loans.

  
 With respect to the Class B Certificates and any Payment Date,
an amount equal to the excess of the Pool Balance on the last day of the related Collection Period (after taking into account all Principal Collections for such Payment Date) over the sum of (a) the Note Principal Balance of the Notes on such
Payment Date (after taking into account any reductions to the Note Principal Balance resulting from payments made pursuant to clauses (vii) and (viii) of Section 8.7(b) of the Indenture on such Payment Date) and (b) the Class Principal Balance of
the Class G Certificates immediately prior to such Payment Date. 
  
 Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. 
  
 Clearing Agency Participant: A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the Clearing Agency. 
  
 Closing Date: September 10, 2004. 
  
 Code: The Internal Revenue Code of 1986, as amended from time to time. 
  
 Collateral: As defined in the Granting Clause of the Indenture. 
  
 Collection Account: That account designated as the “Collection Account” and established pursuant to Section
3.02(b) of the Sale and Servicing Agreement. 
  
 Collection
Period: With respect to any Payment Date and any Mortgage Loans, the calendar month preceding such Payment Date. 
  
 Combined Loan-to-Value Ratio: With respect to any Mortgage Loan as of any date, the percentage equivalent of a fraction, the numerator of which is
the sum of (A) the Credit Limit and (B) the outstanding Principal Balance as of the date of application for the related credit line (or as of any subsequent date, if any, as of which such outstanding principal balance may be determined in connection
with an increase in the Credit Limit for such Mortgage Loan) of any mortgage loan or mortgage loans that are senior in priority to the Mortgage Loan and which are secured by the same Mortgaged Property and the denominator of which is (C) the
Appraised Value of the related Mortgaged Property as set forth in the Mortgage File as of the date of the 

  

 3 







 
appraisal or on such subsequent date, if any, or (D) in the case of a Mortgaged Property purchased within one year of the date of execution of the related
Credit Line Agreement, the lesser of (x) the Appraised Value of the related Mortgaged Property as set forth in the loan files as of the date of the appraisal and (y) the purchase price of such Mortgaged Property. 
  
 Company: GreenPoint Mortgage Funding, Inc. or any successor thereto.

  
 Controlling Party: The Insurer, so long as no Insurer
Default shall have occurred and be continuing, and the majority of the Noteholders, for so long as an Insurer Default shall have occurred and is continuing. 
  
 Corporate Trust Office: With respect to (i) the Indenture Trustee, the corporate trust office of the Indenture Trustee at which at any particular
time its corporate trust business shall be administered, which office at date of the execution of the Indenture is located at c/o U.S. Bank National Association, 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention: GPHE 2004-4,
and (ii) the Owner Trustee, at its corporate trust administration office located at Wilmington Trust Company Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 0001, Attention: GPHE 2004-4, or at such other address as the
Owner Trustee may designate by notice to the Noteholders and the Sponsor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor owner trustee will notify the Noteholders and the Sponsor).

  
 Credit Limit: As to any Mortgage Loan, the maximum
principal balance permitted under the terms of the related Credit Line Agreement. 
  
 Credit Limit Utilization Rate: As to any Mortgage Loan, the percentage equivalent of a fraction the numerator of which is the Principal Balance of such Mortgage Loan as of the Cut-Off Date and the denominator
of which is the related Credit Limit. 
  
 Credit Line
Agreement: With respect to any Mortgage Loan, the related home equity line of credit agreement and promissory note executed by the related Mortgagor and any amendment or modification thereof. 
  
 Credit Risk Manager: The Murrayhill Company, a Colorado Corporation,
and any successor. 
  
 Credit Risk Management Agreement:
The agreement between the Servicer and the Credit Risk Manager dated as of September 10, 2004. 
  
 Credit Risk Manager Fee: With respect to any Payment Date, the product of (i) one-twelfth of the Credit Risk Manager Fee Rate and (ii) the aggregate Principal Balance of the Mortgage Loans on the first day of
the Collection Period preceding such Payment Date (or at the Cut-Off Date with respect to the first Payment Date). 
  
 Credit Risk Manager Fee Rate: 0.01% per annum. 
  

 4 







 Credit Scores: With respect to the Mortgage Loans, statistical credit scores obtained by mortgage
lenders in connection with the loan application to help assess a borrower’s creditworthiness. 
  
 Custodian: Deutsche Bank National Trust Company, a national banking association, or any replacement Custodian named by the Indenture Trustee and
approved by the Insurer on prior written notice to the Servicer, the Sponsor, the Issuer and the Insurer. 
  
 Custody Agreement: The custody agreement dated as of August 1, 2004 among the Custodian, the Indenture Trustee, the Sellers, the Servicer and the
Issuer. 
  
 Cut-Off Date: The close of business on July 31,
2004. 
  
 Cut-Off Date Principal Balance: With respect to
any Mortgage Loan, the unpaid Principal Balance thereof as of the Cut-Off Date. 
  
 Default: Any occurrence that is, or with notice or the lapse of time or both would become, a Rapid Amortization Event. 
  
 Defective Mortgage Loan: A Mortgage Loan subject to retransfer pursuant to Section 2.03 or 2.06 of the Sale and Servicing Agreement. 
  
 Deferred Interest: With respect to the Notes and any Payment Date, the
excess, if any, of interest due at the Formula Note Rate over interest due at the Note Rate. 
  
 Deficiency Amount: With respect to the Notes, an amount equal to the sum of (a) for any Payment Date, the excess, if any, of (i) the Interest Payment Amount (excluding any Deferred Interest) over (ii) the
portion of the Available Funds for such Payment Date remaining after payment of the Indenture Trustee Fee, the Premium Amount, the Owner Trustee Fee and the Credit Risk Manager Fee, in each case, for such Payment Date, such portion being (A) during
the Managed Amortization Period, the pro rata portion of such remaining Available Funds based on the pari passu application of such amount to the Interest Payment Amount and to interest on any Additional Balance Contributed Amount at the Note
Rate on such Payment Date and (B) after the Managed Amortization Period, all such remaining Available Funds, (b) for any Payment Date other than the Final Scheduled Payment Date, the Overcollateralization Deficit, if any, for such Payment Date
remaining after giving effect to payments pursuant to Section 8.7(b)(viii) of the Indenture on such Payment Date and (c) on the Final Scheduled Payment Date, the Outstanding Amount, after taking into account all payments to be made to the Notes on
the Final Scheduled Payment Date other than pursuant to the Policy. 
  
 Definitive Notes: As defined in Section 2.11 of the Indenture. 
  
 Delinquent: A Mortgage Loan is “delinquent” if any payment due thereon is not made by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days
delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day
month follows a 31-day month in which a payment was due on the 31st day of such month) then on the last day of 

  

 5 







 
such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on. 
  
 Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is Cede & Co., as the registered Holder of Class A Notes evidencing $210,735,000 in initial principal amount of the Class A Notes. The Depository shall at all times be a “clearing corporation” as defined
in Section 8-102(5) of the UCC of the State of New York. 
  
 Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository. 

 
 Designated Telerate Page: The Dow Jones Telerate Service page 3750,
or such other page as may replace page 3750 on that service or such other service as may be nominated by the BBA as the information vendor for the purpose of displaying the BBA’s “Interest Settlement Rates” for deposits in U.S.
dollars. 
  
 Determination Date: With respect to any
Payment Date, the fourth Business Day prior to such Payment Date or such earlier day as shall be designated by the Insurer and the Indenture Trustee. 
  
 Distribution Account: That account designated as the “Distribution Account” and established pursuant to Section 8.3 of the Indenture.

  
 Draw: With respect to any Mortgage Loan, an additional
borrowing by the Mortgagor subsequent to the Cut-Off Date in accordance with the related Credit Line Agreement. 
  
 Draw Period: With respect to any Mortgage Loan, the period of time specified in the related Credit Line Agreement whereby a Mortgagor may make a
Draw under the related Credit Line Agreement, not to exceed five or fifteen years (as applicable) unless extended pursuant to such Credit Line Agreement and the Sale and Servicing Agreement, such extension to be limited by the provisions set forth
in Section 2.04 of the Sale and Servicing Agreement. 
  
 Eligible Account: A segregated account that is (i) maintained with a depository institution whose short-term debt obligations at the time of any deposit therein have the highest short-term debt rating by the Rating Agencies, (ii) one
or more accounts maintained with a depository institution whose long-term unsecured debt rating by the Rating Agencies is at least AA- and whose accounts are fully insured by either the Savings Association Insurance Fund or the Bank Insurance Fund
of the Federal Deposit Insurance Corporation established by such fund, (iii) a segregated trust account maintained with the Indenture Trustee in its fiduciary capacity, or (iv) otherwise acceptable to each Rating Agency and the Insurer as evidenced
by a letter from each Rating Agency and the Insurer to the Indenture Trustee, without reduction or withdrawal of their then current ratings of the Notes without regard to the Policy. 
  

 6 







 Eligible Investments: One or more of the following (excluding any callable investments purchased
at a premium): 
  
 (i) direct obligations of the
United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations, the timely payment of principal and interest of which is fully
guaranteed by the United States government or any agency or instrumentality thereof; 
  
 (ii) evidences of ownership of a proportionate interest in specified obligations described in (i); 
  
 (iii) trust funds, trust accounts, interest-bearing demand
or time deposits (including certificates of deposit) which are held in banks having general obligations rated at least “A” category by S&P or Moody’s; 
  
 (iv) a trust account with U.S. Bank National Association; 
  
 (v) money market mutual funds or any mutual fund for which
the Indenture Trustee or any affiliate of the Indenture Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Indenture Trustee or an affiliate of the
Indenture Trustee receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds and (iii)
services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Indenture Trustee or its affiliates; 
  
 (vii) a deposit of any bank (including that of the trustee and its affiliates) trust company or financial
institution authorized to engage in the banking business having a combined capital and surplus of at least US$500,000,000, whose long term, unsecured debt is rated at least “A” category by S&P and “A” or higher by
Moody’s; and 
  
 (viii) repurchase
agreements or other similar obligations from a counterparty whose long term debt securities are rated “A” category by S&P and “A” or higher by Moody’s or which obligations under such contract, agreement or other
obligation are collateralized to such level. 
  
 Eligible
Substitute Mortgage Loan: A Mortgage Loan substituted by the related Seller, with the consent of the Insurer, for a Defective Mortgage Loan which must, on the date of such substitution, (i) have an outstanding Principal Balance (or, in the case
of a substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an aggregate Principal Balance), equal to or less than the Principal Balance of the Defective Mortgage Loan as of the applicable Cut-Off Date; (ii) have a Loan Rate not
less than the Loan Rate of the Defective Mortgage Loan and not more than 4.00% in excess of the Loan Rate of such Defective Mortgage Loan; (iii) have a Loan Rate based on the same Index as the Defective Mortgage Loan with adjustments to such Loan
Rate made on the same date on which the Defective Mortgage Loan’s interest rate adjusts; (iv) have a Margin that is not less than the Margin of the Defective Mortgage Loan and not more than 100 basis points higher than the Margin for the
Defective Mortgage Loan; (v) have a 

  

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mortgage of the same or higher level of priority as the Defective Mortgage Loan at the time such Mortgage Loan was transferred to the Trust; (vi) have a
remaining term to maturity not more than 120 months earlier and not more than 180 months later than the remaining term to maturity of the Defective Mortgage Loan; (vii) comply with each representation and warranty as to the related Mortgage Loans
set forth in the Sale and Servicing Agreement (deemed to be made as of the date of substitution); (viii) have an original Combined Loan-to-Value Ratio not greater than that of the Defective Mortgage Loan; (ix) have a Credit Score greater than or
equal to the Credit Score of the Defective Mortgage Loan at the time such Mortgage Loan was transferred to the Trust; (x) the related Mortgaged Property is not an investment property (unless the Mortgaged Property related to the Defective Mortgage
Loan was an investment property); (xi) the related Mortgaged Property is not a second home (unless the Mortgaged Property related to the Defective Mortgage Loan was a second home); (xii) the Combined Loan-to-Value Ratio is not greater than 100%; and
(xiii) are no longer in its teaser period. 
  
 ERISA:
Employee Retirement Income Security Act of 1974, as amended. 
  
 Event of Servicing Termination: As defined in Section 6.01 of the Sale and Servicing Agreement. 
  
 Excess Cashflow: With respect to any Payment Date, the Available Funds for such Payment Date which remain on deposit in the Distribution Account
after taking into account the distributions listed in clauses (i) through (ix) of Section 8.7(b) of the Indenture on such Payment Date. 
  
 Exchange Act: The Securities Exchange Act of 1934, as amended. 
  
 FDIC: The Federal Deposit Insurance Corporation or any successor thereto. 
  
 Final Scheduled Payment Date: For the Notes, the Payment Date in
August 2030, in each case whereby the related Noteholders shall be entitled to receive a payment of principal in an amount equal to the respective Outstanding Note Principal Balance and any accrued and unpaid interest thereon. 
  
 Foreclosure Profit: With respect to a Liquidated Mortgage Loan, the
amount, if any, by which (i) the aggregate of its Net Liquidation Proceeds exceeds (ii) the related Principal Balance (plus accrued and unpaid interest thereon at the applicable Loan Rate from the date interest was last paid through the last day in
the related Collection Period) of such Liquidated Mortgage Loan immediately prior to the final recovery of its Liquidation Proceeds. 
  
 Form 10-K Certification: As defined in Section 3.14 of the Sale and Servicing Agreement. 
  
 Formula Note Rate: With respect to the Notes and any Interest Accrual
Period, (x) with respect to any Payment Date which occurs on or prior to the first Optional Redemption Date, LIBOR plus 0.28% per annum and (y) for any Payment Date after the first Optional Redemption Date, LIBOR plus 0.56% per annum. 
  
 GAAP: Generally accepted accounting principles, consistently applied.

  

 8 







 Grant: Mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign,
transfer, create, grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers
and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and
receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. 
  
 GreenPoint Bank: GreenPoint Bank or any successor in interest thereto. 
  
 GreenPoint Eligible Substitute Mortgage Loan: An Eligible Substitute Mortgage Loan transferred to the Trust that was
originated or acquired by GreenPoint Mortgage Funding, Inc. 
  
 GreenPoint Mortgage Loan: A Mortgage Loan transferred to the Trust and assigned to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement that was originated or acquired by GreenPoint Mortgage Funding,
Inc. 
  
 Gross Margin: As to any Mortgage Loans, the
percentage set forth as the “Gross Margin” for such Mortgage Loans on Exhibit A to the Sale and Servicing Agreement. 
  
 Holder or Noteholder: Any Holder of a Note whose name is registered on the Note Register. 
  
 Indebtedness: With respect to any Person at any time, (a) indebtedness
or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as
lessee under leases which should have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (c) current liabilities of such Person in respect of funding vested benefits under plans covered by
Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f) obligations of such Person under any guarantees, endorsements
(other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (g)
obligations of such Person secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (h) obligations of such Person under any interest rate or currency exchange agreement.

  
 Indemnification Agreement: The Indemnification
Agreement, dated as of September 2, 2004, by and among the Insurer, Wachovia Capital Markets, LLC and Terwin Capital LLC, as underwriters. 
  
 Indenture: The Indenture, dated as of August 1, 2004, by and between the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time. 
  

 9 







 Indenture Trustee: U.S. Bank National Association, a national banking association, not in its
individual capacity but as indenture trustee under the Indenture, or any successor indenture trustee under the Indenture. 
  
 Indenture Trustee Fee: With respect to any Payment Date, the product of (i) one-twelfth of the Indenture Trustee Fee Rate and (ii) the aggregate
Principal Balance of the Mortgage Loans on the first day of the Collection Period preceding such Payment Date (or at the Cut-Off Date with respect to the first Payment Date). 
  
 Indenture Trustee Fee Rate: 0.0260% per annum. 
  
 Indenture Trustee Issuer Secured Obligations: All amounts and obligations which the Issuer may at any time owe to the
Indenture Trustee for the benefit of the Noteholders under the Indenture or the Notes. 
  
 Independent: When used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Sponsor and any Affiliate of any of the foregoing
Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Sponsor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any
such other obligor, the Sponsor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. 
  
 Independent Certificate: A certificate, verification report or opinion
to be delivered to the Indenture Trustee and the Insurer under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, prepared by an Independent appraiser or other expert appointed
pursuant to an Issuer Order and approved by the Indenture Trustee and the Insurer in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture and
that the signer is Independent within the meaning thereof. 
  
 Index: With respect to each Interest Rate Adjustment Date for a Mortgage Loan, the highest Prime Rate or “base rate” as published in the “Money Rates” table of The Wall Street Journal as of the last
business day of the previous Billing Cycle. 
  
 Initial Pool
Balance: $217,140,368.13. 
  
 Insurance Agreement: The
Insurance Agreement, dated as of September 10, 2004, by and among the Insurer, the Servicer, the Issuer, the Sponsor and the Indenture Trustee. 
  
 Insurance Policy: Any hazard, title or primary mortgage insurance policy relating to a Mortgage Loan, but shall not include the Policy. 

 
 Insurance Proceeds: Proceeds paid by any insurer (other than the
Insurer) pursuant to any Insurance Policy covering a Mortgage Loan, or amounts required to be paid by the Servicer pursuant to the last sentence of Section 3.04 of the Sale and Servicing Agreement, net of any component thereof (i) covering any
expenses incurred by or on behalf of the Servicer in connection with obtaining such proceeds, (ii) that is applied to the restoration or repair of the 

  

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related Mortgaged Property, (iii) released to the Mortgagor in accordance with the Servicer’s normal servicing procedures or (iv) required to be paid to
any holder of a mortgage senior to such Mortgage Loan. 
  
 Insured Amount: As defined in the Policy with respect to the Notes and as of any Payment Date 
  
 Insured Payment: As defined in the Policy with respect to the Notes. 
  
 Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation, and any successor thereto.

  
 Insurer Default: Any of (i) the failure by the Insurer
to make a payment required under the Policy in accordance with the terms thereof, (ii) the voluntary or involuntary filing of a petition or other invocation of the process of any court or government authority for the purpose of commencing or
sustaining a case under any federal or state bankruptcy, insolvency or similar law against the Insurer or (iii) the appointing of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Insurer or any
substantial part of its property, or ordering the winding up or liquidation of the affairs of the Insurer. 
  
 Insurer Issuer Secured Obligations: All amounts and obligations which the Issuer may at any time owe to or on behalf of the Insurer under the
Indenture, the Insurance Agreement or any other Basic Document. 
  
 Interest Accrual Period: With respect to any Payment Date, the period from and including the prior Payment Date (or, in the case of the October 2004 Payment Date, from and including the Closing Date) to, but excluding, the current
Payment Date, with interest being computed on the basis of the actual number of days in such Interest Accrual Period and a 360-day year. 
  
 Interest Collections: With respect to any Payment Date, the sum of (a) all payments by or on behalf of Mortgagors and any other amounts
constituting interest, including, but not limited to, any amounts allocated to interest and due for such Collection Period that are received after such Collection Period but on or prior to the 8th Business Day prior to the related Payment Date (less any comparable amounts received during such Collection Period and included in Interest Collections for
the prior Payment Date), the portion of Net Liquidation Proceeds and Insurance Proceeds allocated to interest pursuant to the terms of the related Credit Line Agreement (excluding the fees or late charges or similar administrative fees paid by
Mortgagors), less the related Servicing Fee for the related Collection Period and (b) the interest portion of (i) the Loan Purchase Price for any Mortgage Loan repurchased by the related Seller during the related Collection Period and (ii) the
Redemption Price in connection with any optional redemption of the Notes during the related Collection Period. The terms of the related Credit Line Agreement shall determine the portion of each payment in respect of such Mortgage Loan that
constitutes principal or interest. 
  
 Interest Determination
Date: (i) With respect to any Interest Accrual Period (other than the initial Interest Accrual Period), the second LIBOR Business Day preceding the 

  

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first day of such Interest Accrual Period and (ii) with respect to the initial Interest Accrual Period, the second LIBOR Business Day preceding the Closing
Date. 
  
 Interest Payment Amount: With respect to the
Notes and any Payment Date, (x) the Note Rate applicable to such Payment Date multiplied by (y) the Outstanding Amount immediately prior to such Payment Date multiplied by (z) a fraction, the numerator of which is the actual number of days in the
related Interest Accrual Period and the denominator of which is 360. 
  
 Interest Rate Adjustment Date: With respect to each Mortgage Loan, any date on which the Loan Rate is adjusted in accordance with the related Credit Line Agreement. 
  
 Interest Settlement Rates: Those rates which are displayed on the Designated Telerate Page. 
  
 Issuer or Trust: GreenPoint Home Equity Loan Trust 2004-4, a
Delaware statutory trust, until a successor replaces it and, thereafter, such successor. 
  
 Issuer Order and Issuer Request: A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee. 
  
 Issuer Secured Obligations: The Insurer Issuer Secured Obligations and
the Indenture Trustee Issuer Secured Obligations. 
  
 Issuer
Secured Parties: Each of the Indenture Trustee in respect of the Indenture Trustee Issuer Secured Obligations and the Insurer in respect of the Insurer Issuer Secured Obligations. 
  
 Late Payment Rate: For any Payment Date, the lesser of (a) the greater of (i) the per annum rate of interest publicly
announced from time to time by Citibank, N.A. as its prime lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus 2% per annum and (ii) the then applicable highest rate of
interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. 

 
 LIBOR: With respect to any Interest Accrual Period, the rate
determined by the Indenture Trustee on the related Interest Determination Date appearing on the Designated Telerate Page on that Interest Determination Date based on the Interest Settlement Rate for U.S. dollar deposits of one-month maturity set by
the BBA as of the Interest Determination Date. If the BBA’s Interest Settlement Rate does not appear on the Designated Telerate Page as of 11:00 a.m. (London time) on such date, or if the Designated Telerate Page is not available on such date,
the Indenture Trustee will obtain such rate from the Reuters Monitor Money Rates Service page “LIBOR01” or the Bloomberg L.P. page “BBAM.” If such rate is not published for such Interest Determination Date, LIBOR for such date
will be the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the Indenture Trustee, with the prior written consent of the Insurer (but only if an Insurer Default shall not have


  

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occurred and be continuing), will designate an alternative index that has performed in a manner substantially similar to the BBA’s Interest Settlement
Rate. 
  
 LIBOR Business Day: Any day on which banks in
London and New York are open for conducting transactions in foreign currency and exchange. 
  
 Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation, assignment, participation, deposit arrangement, encumbrance, lien (statutory or other), preference, priority right or interest or other
security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing; provided,
however, that any assignment pursuant to Section 5.02 of the Sale and Servicing Agreement shall not be deemed to constitute a Lien. 
  
 Lifetime Rate Cap: With respect to each Mortgage Loan with respect to which the related Credit Line Agreement provides for a lifetime rate cap, the
maximum Loan Rate permitted over the life of such Mortgage Loan under the terms of the related Credit Line Agreement previously delivered to the Indenture Trustee. 
  
 Liquidated Mortgage Loan: As to any Payment Date, any Mortgage Loan in respect of which the Servicer has determined,
in accordance with the servicing procedures specified in the Sale and Servicing Agreement, as of the end of the related Collection Period, that all Liquidation Proceeds which it expects to recover with respect to the disposition of such Mortgage
Loan or the related REO have been recovered; provided that any Mortgage Loan that is 180 days or more Delinquent shall be considered a Liquidated Mortgage Loan. 
  

Liquidation Expenses: Out-of-pocket expenses (exclusive of overhead) which are incurred by the Servicer in connection with the liquidation of
any Mortgage Loan and not recovered under any Insurance Policy, including, without limitation, legal fees and expenses, any unreimbursed amount expended pursuant to Section 3.06 of the Sale and Servicing Agreement (including, without limitation,
amounts advanced to correct defaults on any mortgage loan which is senior to such Mortgage Loan and amounts advanced to keep current or pay off a mortgage loan that is senior to such Mortgage Loan) respecting the related Mortgage Loan and any
related and unreimbursed expenditures with respect to real estate property taxes, water or sewer taxes, condominium association dues, property restoration or preservation or insurance against casualty, loss or damage. 
  
 Liquidation Loss Amounts: With respect to any Payment Date and
Mortgage Loan that became a Liquidated Mortgage Loan during the related Collection Period, the unrecovered portion of the related Principal Balance thereof at the end of such Collection Period, after giving effect to the Net Liquidation Proceeds
applied in reduction of such Principal Balance. 
  
 Liquidation
Proceeds: Proceeds (including Insurance Proceeds) received in connection with the liquidation of any Mortgage Loan or related REO, whether through trustee’s sale, condemnation, foreclosure sale or otherwise, other than Recoveries.

  

 13 







 Loan Purchase Price: With respect to any Mortgage Loan purchased from the Trust pursuant to
Section 2.03 or 2.06 of the Sale and Servicing Agreement, an amount equal to the sum of (i) 100% of the Principal Balance of such Mortgage Loan as of the date of purchase, (ii) one month’s interest on the outstanding Principal Balance of such
Mortgage Loan as of the beginning of the preceding Collection Period computed at the related Loan Rate less the Servicing Fee, (iii) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory
or abusive lending law and (iv) without duplication, the aggregate amount of all delinquent interest, all advances made by the Servicer and not subsequently recovered from the related Mortgage Loan and any Reimbursement Amount related to such
Mortgage Loan. 
  
 Loan Rate: With respect to any Mortgage
Loan and as of any day, the per annum rate of interest applicable under the related Credit Line Agreement to the calculation of interest for such day on the Principal Balance of such Mortgage Loan. 
  
 Managed Amortization Period: With respect to the Notes, the period
commencing on the first Payment Date and ending on the earlier to occur of (x) the August 2009 Payment Date and (y) the first Payment Date following the occurrence of a Rapid Amortization Event with respect to the Notes. 
  
 Management Agreement: The Management Agreement, dated as of August 1,
2004, by and between the Servicer and the Issuer. 
  
 Management Fee: $500 per month. 
  
 Manager: The Person acting in such capacity pursuant to the Management Agreement or its successors or assigns, which shall initially be the Servicer. 
  
 Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in the related Credit Line
Agreement which amount is added to the Prime Rate in accordance with the terms of the related Credit Line Agreement to determine the Loan Rate for such Mortgage Loan, subject to any maximum. 
  
 Material Adverse Change: A material adverse change in (i) the
business, results of operations or properties of the Servicer or (ii) the ability of the Servicer to perform its obligations under the Sale and Servicing Agreement. 
  
 Maximum Principal Payment: With respect to the Notes and (i) any Payment Date during the Managed Amortization Period,
the Net Principal Collections and (ii) any Payment Date during the Rapid Amortization Period, 100% of the Principal Collections relating to such Payment Date. 
  

Maximum Rate: With respect to the Notes and as to any Interest Accrual Period, the fraction, expressed as a per annum rate, the numerator of
which is the aggregate amount of interest due on the Mortgage Loans for such Payment Date (excluding any Relief Act Shortfalls and any interest shortfalls resulting from prepayments on the Mortgage Loans), net of (i) the Servicing Fee for such
Payment Date, (ii) the Indenture Trustee Fee for such Payment Date, (iii) the Owner Trustee Fee for such Payment Date, (iv) the Premium Amount payable to the Insurer 

  

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for such Payment Date and (v) the Credit Risk Manager Fee for such Payment Date, and the denominator of which is the sum of the Outstanding Amount and the
Additional Balance Contributed Amount for such Payment Date, multiplied by a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Interest Accrual Period. 
  
 MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor thereto. 
  
 MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System. 
  
 MERS System: The system of recording transfers of mortgages electronically maintained by MERS. 
  
 Minimum Monthly Payment: With respect to any Mortgage Loan and any
month, the minimum amount required to be paid by the related Mortgagor in that month. 
  
 Moody’s: Moody’s Investors Service, Inc., or its successor in interest. 
  
 Mortgage: The mortgage, deed of trust or other instrument creating a junior lien on an estate in fee simple interest in real property securing a
Credit Line Agreement. 
  
 Mortgage File: The mortgage
documents listed in Section 2.01(c) to the Sale and Servicing Agreement pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to the Sale and Servicing Agreement. 
  
 Mortgage Loan Schedule: With respect to any date, the schedule of
Mortgage Loans included in the Trust on such date. The schedule of Mortgage Loans as of the Cut-Off Date is the schedule set forth in Exhibit A to the Sale and Servicing Agreement, which schedule sets forth as to each such Mortgage Loan, to the
extent applicable, (i) the Cut-Off Date Principal Balance, (ii) the Credit Limit, (iii) the Gross Margin, (iv) the Lifetime Rate Cap, (v) the account number, (vi) the current Loan Rate, (vii) the Combined Loan-to-Value Ratio, (viii) a code
specifying the property type, (ix) a code specifying documentation type, (x) a code specifying lien position and (xi) whether such Mortgage Loan is a GreenPoint Mortgage Loan or a Terwin Mortgage Loan. The Mortgage Loan Schedule will be deemed to be
amended from time to time to reflect Additional Balances and Eligible Substitute Mortgage Loans. 
  
 Mortgage Loans: The mortgage loans consisting solely of adjustable-rate home equity revolving credit line loans under the Credit Line Agreements,
including any Additional Balances with respect thereto, that are transferred to the Trust and assigned to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement, together with the Related Documents, exclusive of mortgage
loans that are retransferred to the related Seller from time to time pursuant to Sections 2.03 or 2.06 of the Sale and Servicing Agreement as from time to time are held as a part of the Trust. The Mortgage Loans originally so held are identified in
the Mortgage Loan Schedule delivered on the Closing Date. The Mortgage Loans shall also include any Eligible Substitute Mortgage Loans substituted by the related Seller for a Defective Mortgage Loan pursuant to Sections 2.03 and 2.06 of the Sale and
Servicing Agreement. 
  

 15 







 Mortgaged Property: The underlying property, including any real property and improvements thereon,
securing a Mortgage Loan. 
  
 Mortgagor: The obligor on a
Credit Line Agreement. 
  
 Net Liquidation Proceeds: With
respect to any Liquidated Mortgage Loan, Liquidation Proceeds net of Liquidation Expenses; provided, that Net Liquidation Proceeds shall not be an amount less than zero. 
  
 Net Principal Collections: The excess of (x) Principal Collections over (y) the sum of (A) the aggregate amount of
all Additional Balances arising during the related Collection Period plus (B) the Additional Balance Contributed Amount outstanding as of the opening of business on the related Payment Date; provided, however, that in no event will Net
Principal Collections be less than zero with respect to any Payment Date. 
  
 Note: A Class A Note, but not any Residual Certificate. 
  
 Note Rate: (A) For the first Interest Accrual Period, 2.02% and (B) for any Interest Accrual Period thereafter, the lesser of the Formula Note Rate and the Maximum Rate. 
  
 Note Owner: With respect to a Book-Entry Note, the Person who is the
owner of such Book-Entry Note, with respect to a Definitive Note, the registered owner of such Definitive Note. 
  
 Note Paying Agent: The Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section
6.11 of the Indenture and is authorized by the Issuer to make payments to and distributions from the Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer. 
  
 Note Principal Balance: With respect to the Notes and as of any time
of determination, the Original Note Principal Balance, less any amounts actually distributed as principal to the Notes on all prior Payment Dates. 
  
 Note Register: As defined in Section 2.3 of the Indenture. 
  

Note Registrar: As defined in Section 2.3 of the Indenture. 
  
 Officer’s Certificate: A certificate signed by any Authorized Officer of a Person that complies with the
applicable requirements of Section 11.1 of the Indenture. 
  
 Opinion of Counsel: One or more opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Issuer and, if addressed to the Insurer, satisfactory to such party, and which
shall comply with any applicable requirements of Section 11.1 of the Indenture, and if addressed to the Insurer, shall be satisfactory to such party; provided, that any opinion relating to matters of federal, state or local taxation must be
provided by independent, outside counsel. 
  

 16 







 Optional Redemption Date: The date on which the Optional Redemption Holder is able to exercise its
right of optional redemption of the Notes pursuant to Section 10.1 of the Indenture or Section 7.01(b) of the Sale and Servicing Agreement. 
  
 Optional Redemption Holder: Either the holder of the majority interest in the Class B Certificates or the holder of the majority interest in the
Class G Certificates, as applicable, as set forth in Section 7.01(b) of the Sale and Servicing Agreement. 
  
 Original Note Principal Balance: $210,735,000. 
  
 Original Pool Balance: $217,140,368.13. 
  
 Outstanding: As of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except: 
  
 (i) Notes theretofore canceled by the Note Registrar or
delivered to the Note Registrar for cancellation; 
  
 (ii) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Note Paying Agent in trust for the Holders of such Notes (provided,
however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee); and 
  
 (iii) Notes in exchange for or in lieu of other Notes that
have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; 
  
 provided, however, that Notes which have been paid with proceeds of the Policy shall continue to remain
Outstanding for purposes of the Indenture until the Insurer has been paid as subrogee under the Insurance Agreement or the Insurer has been reimbursed pursuant to the Insurance Agreement, as evidenced by a written notice from the Insurer delivered
to the Indenture Trustee, and the Insurer shall be deemed to be the Holder thereof to the extent of any payments thereon made by the Insurer; provided, further, that in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Sponsor or any Affiliate of
any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of the Indenture Trustee either actually knows to be so owned or has received written notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Sponsor or any Affiliate
of any of the foregoing Persons. 
  
 Outstanding Amount:
With respect to any date of determination, the Note Principal Balance of the Notes outstanding as of such date of determination. 
  

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 Overcollateralization Amount: With respect to the Notes and as of any Payment Date, the excess, if
any, of (x) the Pool Balance as of such Payment Date (after application of any principal payments on such date) over (y) the sum of (1) the Outstanding Amount and (2) any Additional Balance Contributed Amount as of such Payment Date (after taking
into account any reductions to such Outstanding Amount resulting from payments made pursuant to clauses (vii) and (viii) of Section 8.7(b) of the Indenture on such Payment Date). 
  
 Overcollateralization Deficiency Amount: With respect to the Notes and any Payment Date, the excess, if any, of (i)
the Specified Overcollateralization Amount applicable to such Payment Date over (ii) the Overcollateralization Amount applicable to such Payment Date. 
  
 Overcollateralization Deficit: With respect to the Notes and any Payment Date, the amount, if any, by which (a) the sum of (1) the Outstanding
Amount, after taking into account the payment to the Noteholders of the Principal Payment Amount pursuant to Section 8.7(b)(vii) of the Indenture on such Payment Date and (2) solely during the Managed Amortization Period, any Additional Balance
Contributed Amount for such Payment Date, exceeds (b) the Pool Balance as of such Payment Date. 
  
 Overcollateralization Reduction Amount: With respect to the Notes and any Payment Date, (i) during the Managed Amortization Period, the excess, if
any, of (x) the Overcollateralization Amount over (y) the Specified Overcollateralization Amount assuming that the Maximum Principal Payment had been distributed to the Noteholders on such Payment Date and (ii) during the Rapid Amortization Period,
zero. 
  
 Owner Trustee: Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity, but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder. 
  

Owner Trustee Fee: A monthly fee which is separately agreed pursuant to a fee agreement between Terwin Advisors LLC and the Owner Trustee and is
payable to the Owner Trustee pursuant to the Trust Agreement and the Indenture. 
  
 Payment Date: The fifteenth day of each month, or if such day is not a Business Day, then the next Business Day, beginning in October 2004. 
  
 Percentage Interest: As to any Note, the percentage obtained by dividing the principal denomination of such Note by
the aggregate of the principal denominations of all Notes. As to any Residual Certificate, the percentage set forth on the face of such Residual Certificate. 
  
 Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof. 
  
 Policy:
The certificate guaranty insurance policy No. AB0794BE and any endorsement thereto, with respect to the Notes, dated September 10, 2004, issued by the Insurer to the Indenture Trustee for the benefit of the Noteholders. 
  

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 Policy Payment Account: As defined in Section 8.5(c) of the Indenture. 
  
 Pool: The pool of Mortgage Loans held by the Issuer including any
Eligible Substitute Mortgage Loan delivered in the replacement thereof. 
  
 Pool Balance: With respect to any date, the aggregate of the Principal Balances of all of the Mortgage Loans as of such date. 
  
 Pool Delinquency Rate: With respect to any Collection Period, the fraction, expressed as a percentage, equal to (x) the aggregate Principal
Balances of all Mortgage Loans that are 60 or more days delinquent (including all foreclosures, Mortgage Loans in bankruptcy and REO properties) as of the close of business on the last day of such Collection Period over (y) the Pool Balance as of
the close of business on the last day of such Collection Period. 
  
 Pool Factor: A seven-digit decimal which the Servicer shall compute monthly expressing the Note Principal Balance as of each Payment Date (after giving effect to any distribution of principal on such Payment Date) as a proportion of
the Original Note Principal Balance. On the Closing Date, the Pool Factor will be 1.0000000. Thereafter, the Pool Factor shall decline to reflect reductions in the Note Principal Balance resulting from distributions of principal to the Notes.

  
 Pool Loss Rate: With respect to any Collection Period,
the fraction, expressed as a percentage, equal to (x) the aggregate amount of Realized Losses since the Cut-Off Date as of the close of business on the last day of such Collection Period over (y) the Pool Balance as of the close of business on the
last day of such Collection Period. 
  
 Predecessor Note:
With respect to any particular Note, every previous Note evidencing all or a portion of the same interest as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.4 of
the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. 
  

Preference Amount: As defined in the Policy. 
  
 Preference Claim: As defined in Section 5.13(b) of the Indenture. 
  
 Premium Amount: With respect to the Notes and as to any Payment Date, the product of (x) the Premium Percentage, (y)
the Outstanding Amount after giving effect to any distributions of principal to be made on such Payment Date and (z) the fraction, expressed as a percentage, the numerator of which is the number of days elapsed from the last Payment Date to the
related Payment Date and the denominator of which is 360. 
  
 Premium Percentage: As defined in the Insurance Agreement. 
  
 Prime Rate: The interest rate entitled “Prime Rate” in the published Money Rates table of The Wall Street Journal. 
  

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 Principal Balance: As of any date and with respect to any Mortgage Loan other than a Liquidated
Mortgage Loan, and as of any date, the related Cut-Off Date Principal Balance, plus (i) any Additional Balance in respect of such Mortgage Loan, minus (ii) all collections credited as principal against the principal balance of any such Mortgage Loan
in accordance with the related Credit Line Agreement prior to such day. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan immediately
prior to the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. 
  
 Principal Collections: With respect to any Payment Date, the sum of (a) all payments by or on behalf of Mortgagors and any other amounts
constituting principal (including, but not limited to, any amounts allocated to principal for such Collection Period that are received after such Collection Period but on or prior to the 8th Business Day prior to the related Payment Date (less any comparable amounts received during such Collection Period and included in Principal Collections for
the prior Payment Date), Substitution Amounts, any Recoveries and any portion of Insurance Proceeds, Net Liquidation Proceeds or amounts to be deposited to the Distribution Account pursuant to Section 7.01 of the Sale and Servicing Agreement that
are applicable to principal, in each case as allocable to principal of the applicable Mortgage Loan, but excluding Foreclosure Profits) collected by the Servicer under the related Mortgage Loans during the related Collection Period and (b) the
principal portion of (i) the Loan Purchase Price for any Mortgage Loan repurchased by the related Seller during the related Collection Period and (ii) the Redemption Price in connection with any optional redemption of the Notes during the related
Collection Period. The terms of the related Credit Line Agreement shall determine the portion of each payment in respect of a Mortgage Loan that constitutes principal or interest. 
  
 Principal Payment Amount: With respect to the Notes and on any Payment Date, the excess, if any, of (x) the Maximum
Principal Payment over (y) the Overcollateralization Reduction Amount. 
  
 Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding. 
  
 Purchase Price: With respect to any Additional Balance, at least 100% of the principal balance of such Additional Balance. 
  
 Rapid Amortization Event: Any of those “Rapid Amortization
Events” described in Section 12.1 of the Indenture. 
  
 Rapid Amortization Period: With respect to the Notes, the period which immediately follows the end of the Managed Amortization Period. 
  
 Rating Agency: Each of Moody’s and Standard & Poor’s. If such agency or a successor is no longer in existence, “Rating
Agency” shall be such statistical credit rating agency, or other comparable Person, designated by the Sponsor and the Insurer, notice of which designation shall be given to the Indenture Trustee. References in any Basic Document to the highest
short term unsecured rating category of a Rating Agency shall means A-1+ or better in the case of Standard & Poor’s and P1 or better in the case of Moody’s, and in the case of any 

  

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other Rating Agency shall mean the ratings such other Rating Agency deems equivalent to the foregoing ratings. References in any Basic Document to the
highest long-term rating category of a Rating Agency shall mean “AAA” in the case of Standard & Poor’s and “Aaa” in the case of Moody’s, and in the case of any other Rating Agency, the rating such other Rating
Agency deems equivalent to the foregoing ratings. 
  
 Realized
Loss Allocated Amount: With respect to any Payment Date, an amount equal to Realized Losses on the Mortgage Loans incurred during the prior Collection Period multiplied by a fraction the numerator of which is the Class Principal Balance of the
Class G Certificates immediately prior to such Payment Date and the denominator of which is the sum of the Class Principal Balances of the Class G and Class B Certificates immediately prior to such Payment Date. 
  
 Realized Losses: For any Payment Date will equal the positive
difference between (i) the Principal Balances of all Mortgage Loans that were liquidated during the related Collection Period and (ii) the principal portion of Net Liquidation Proceeds of such Mortgage Loans. 
  
 Recordation Event: Any of (i) the long-term senior unsecured debt
rating of GreenPoint Bank (or any successor in interest thereto) no longer being rated at least “BBB-” by Standard & Poor’s and “Baa3” by Moody’s, (ii) the resignation of GreenPoint Mortgage Funding, Inc., as
Servicer, (iii) the occurrence of an Event of Servicing Termination, (iv) the failure of GreenPoint Bank (or any successor in interest thereto) to maintain the capital standards established for “well capitalized” institutions under the
prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, or (v) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Issuer; provided, that any
Recordation Event may be waived by the Insurer by its providing written notice of such waiver to the Servicer and the Indenture Trustee; and (vi) at the written request of the Insurer to the Indenture Trustee to record Assignments of Mortgages
because the Insurer has determined, in the exercise of its reasonable judgment, that such recordation is necessary to protect the Insurer’s interest with respect to such Mortgage Loans because (a) a Material Adverse Change with respect to the
Servicer has occurred, (b) the Insurer has been so advised by counsel as a result of a change that occurred after the Closing Date in applicable law or the interpretation thereof or (c) with respect to a particular Mortgage Loan, the insolvency of
the related Mortgagor. 
  
 Record Date: The Business Day
immediately preceding the related Payment Date; provided, however, that following the date on which Definitive Notes are available, the Record Date for the Notes shall be the last Business Day of the calendar month
preceding the month in which the related Payment Date occurs. 
  
 Recoveries: With respect to any Payment Date and Mortgage Loan that becomes a Liquidated Mortgage Loan prior to the Collection Period relating to such Payment Date, all amounts received in respect of principal on such Liquidated
Mortgage Loan for such Payment Date, net of reimbursable expenses in respect thereof. 
  

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 Redemption Date: In the case of the redemption of the Notes pursuant to Section 10.1 of the
Indenture, the Payment Date specified by the Optional Redemption Holder pursuant to Section 7.01(b) of the Sale and Servicing Agreement. 
  
 Redemption Price: In the case of a redemption of the Notes pursuant to Section 10.1 of the Indenture, an amount equal to the sum of (i) the unpaid
principal amount of the then Outstanding Amount of the Notes, plus accrued and unpaid interest thereon to but excluding the Redemption Date, (ii) any outstanding, Reimbursement Amount, and (iii)(a) if the Optional Redemption Holder is the Class B
Certificateholder, the Class Principal Balance of the Class G Certificates or (b) if the Optional Redemption Holder is the Class G Certificateholder, the Class Principal Balance of the Class B Certificates. 
  
 Reimbursement Amount: As of any Payment Date with respect to the
Notes, the sum of (x)(i) all Insured Payments made pursuant to the Policy by the Insurer and in each case not previously repaid to the Insurer pursuant to Section 8.7(b)(ix) of the Indenture, plus (ii) interest accrued on each such payment made
pursuant to the Policy not previously repaid calculated at the Late Payment Rate from the date the Indenture Trustee received the related Insured Payments and (y)(i) any other amounts then due and owing to the Insurer under the Insurance Agreement,
plus (ii) interest on such amounts at the Late Payment Rate. 
  
 Related Documents: As defined in Section 2.01(c) of the Sale and Servicing Agreement. 
  
 Relief Act Shortfall: Shortfalls in interest collections resulting from the application of the Servicemembers Civil Relief Act or similar state
laws. 
  
 REO: A Mortgaged Property acquired by the
Servicer or any sub-servicer on behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan. 
  
 Residual Certificates: As defined in Section 1.1 of the Trust Agreement. 
  
 Residual Certificateholder or Certificateholder: Any holder of a Residual Certificate. 
  
 Responsible Officer: When used with respect to the Indenture Trustee,
any Vice President, Assistant Vice President, Trust Officer, Assistant Secretary, and, also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the
particular subject, in each case having direct responsibility for the administration of the Indenture and when used with respect to the Owner Trustee, any officer of the Owner Trustee at its Corporate Trust Office who has direct responsibility for
the administration of the Trust Agreement, and, also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having
direct responsibility for the administration of the Trust Agreement. 
  
 SAIF: The Savings Association Insurance Fund, as from time to time constituted, created under the Financial Institutions Reform, Recovery and Enhancement Act of 1989, or if at 

  

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any time after the execution of the Indenture, the Savings Association Insurance Fund is not existing and performing duties now assigned to it, the body
performing such duties on such date. 
  
 Sale and Servicing
Agreement: The Sale and Servicing Agreement, dated as of August 1, 2004, by and among the Issuer, the Sponsor, the Sellers, the Servicer and the Indenture Trustee, as the same may be amended or supplemented from time to time. 
  
 SEC: The Securities and Exchange Commission and any successor thereto.

  
 Sellers: GreenPoint Mortgage Funding, Inc., a New York
corporation, and Terwin Advisors LLC, a Delaware limited liability company, each in its capacity as a Seller pursuant to the Sale and Servicing Agreement. 
  
 Servicer: GreenPoint Mortgage Funding, Inc., a New York corporation, any successor thereto and, after its termination or resignation as Servicer,
any successor. 
  
 Servicer Remittance Date: With respect
to any Payment Date, the second calendar day preceding such Payment Date, or if such second calendar day is not a Business Day, the Business Day immediately preceding such second calendar day. 
  
 Servicing Certificate: A certificate completed and executed by a
Servicing Officer in accordance with Section 4.01 of the Sale and Servicing Agreement. 
  
 Servicing Fee: With respect to any Payment Date and the Mortgage Loans, the amount equal to the aggregate, for each Mortgage Loan, of the product of (a) the Servicing Fee Rate and (b) a fraction, the numerator
of which is the amount of interest received for such Mortgage Loan for such Payment Date and the denominator of which is the Loan Rate for such Mortgage Loan for such Payment Date. 
  
 Servicing Fee Rate: 0.50% per annum. 
  
 Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Indenture Trustee (with a copy to the Insurer) by the Servicer on the Closing Date, as such list may be amended from time to time.

  
 Six Month Rolling Delinquency Rate: As of any Payment
Date beginning with the sixth Payment Date, a number equal to the average of the Pool Delinquency Rates for each of the six immediately preceding Collection Periods. 
  
 Specified Overcollateralization Amount: With respect to any Payment Date, the amount equal to the greatest of: (I)
(i) prior to the Stepdown Date, the greater of (a) 90% of the Principal Balance of Mortgage Loans which are 180 or more days Delinquent as of the close of business of the last day of the related Collection Period plus 2.95% of the Initial Pool
Balance and (b) the Step-Up Overcollateralization Amount and (ii) on or after the Stepdown Date the greater of: (x) the lesser of (1) 2.95% of the Initial Pool Balance and (2) 5.90% of the Pool Balance as of the current Payment Date and (y) the
Step-Up Overcollateralization Amount; (II) 0.50% of the Initial Pool Balance; and (III) the sum of the Principal Balances of the Mortgages 

  

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Loans with the three largest Principal Balances immediately prior to such Payment Date; provided, however, that no reduction in clause (I)(ii)
shall occur unless (i) the aggregate cumulative Liquidation Loss Amounts with respect to the Pool as a percentage of the Initial Pool Balance are less than (A) with respect to the first Payment Date to and but not including the 48th Payment Date, 3.00% and (B) with respect to the 48th Payment Date each Payment Date and thereafter, 3.50% and (ii) the Three
Month Rolling Delinquency Rate for such Payment Date is less than (x) 3.75% for each Payment Date on or prior to the 40th Payment Date and(y) 5.00% for each Payment Date thereafter. 
  
 Sponsor: GreenPoint Mortgage Securities LLC or any successor in interest thereto. 
  
 Sponsor Promissory Note: The promissory note in the form of Exhibit E to the Sale and Servicing Agreement. 
  
 Step-Up Overcollateralization Amount: If the aggregate cumulative
Liquidation Loss Amounts as a percentage of the Initial Pool Balance exceed the following percentages on the specified Payment Dates, 
  

				
	 Payment Dates

	  	Percentage

	 
	 1st - 12th
	  	1.25	%
	 13th - 24th
	  	2.25	%
	 25th - 36th
	  	3.25	%
	 37th - 48th
	  	4.25	%
	 49th +
	  	5.25	%

  
 the Step-Up Overcollateralization
Amount will equal (a) 6.00% of the Initial Pool Balance, prior to the Stepdown Date and (b) on or after the Stepdown Date, the lesser of (x) 6.00% of the Initial Pool Balance and (y) 12.00% of the Pool Balance as of current Payment Date. Otherwise,
the Step-Up Overcollateralization Amount is zero. 
  
 Standard
& Poor’s: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor in interest. 
  
 Stepdown Date: With respect to the Notes, the later to occur of (a) the 30th Payment Date and (b) the first Payment Date on which the Pool Balance has been reduced to 50% or less of the Original Pool Balance. 
  
 Substitute Cut-Off Date: With respect to any Eligible Substitute
Mortgage Loan, the opening of business on the first day of the calendar month in which such Eligible Substitute Mortgage Loan is conveyed to the Trust. 
  
 Substitution Amounts: In connection with the delivery of any Eligible Substitute Mortgage Loan, if the outstanding principal amount of such
Eligible Substitute Mortgage Loan 

  

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as of the applicable Substitute Cut-Off Date is less than the related Principal Balance of the Mortgage Loan being replaced as of such Substitute Cut-Off
Date, an amount equal to such difference together with accrued and unpaid interest on such amount calculated at the Loan Rate net of the Servicing Fee, if any, of the Mortgage Loan being replaced. 
  
 Termination Date: The latest of (i) the termination of the Policy and
the return of the Policy to the Insurer for cancellation, (ii) the date on which the Insurer shall have received all amounts due and owing to the Insurer under the Insurance Agreement and (iii) the date on which the Indenture Trustee shall have
received payment and performance of all Indenture Trustee Issuer Secured Obligations. 
  
 Terwin Eligible Substitute Mortgage Loan: An Eligible Substitute Mortgage Loan transferred to the Trust that was originated or acquired by Terwin Advisors LLC. 
  
 Terwin Mortgage Loan: A Mortgage Loan transferred to the Trust and
assigned to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement that was originated or acquired by Terwin Advisors LLC. 
  
 Three Month Rolling Delinquency Rate: As of any Payment Date beginning with the third Payment Date, a number equal to the average of the Pool
Delinquency Rates for each of the three immediately preceding Collection Periods. 
  
 Transfer Date: With respect to each Eligible Substitute Mortgage Loan, the date on which such Eligible Substitute Mortgage Loan shall have been transferred to the Trust. 
  
 Trust Agreement: The Trust Agreement, dated as of August 1, 2004, by
and between the Sponsor and the Owner Trustee, as the same may be amended and supplemented from time to time. 
  
 Trust Property: All property and proceeds conveyed pursuant to Section 2.01 of the Sale and Servicing Agreement, and certain other rights under
that Agreement. 
  
 Twelve Month Rolling Cumulative Loss
Rate: As of any Payment Date beginning with the twelfth Payment Date, a number equal to the average of the related Pool Loss Rates for each of the twelve immediately preceding Collection Periods. 
  
 UCC: Unless the context otherwise requires, the Uniform Commercial
Code, as in effect in the relevant jurisdiction, as amended from time to time. 
  

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