<PAGE>

                                                                    Exhibit 4.1
                                                                 EXECUTION COPY



===============================================================================


                      GREENPOINT MORTGAGE SECURITIES INC.,
                                    Sponsor,

                       GREENPOINT MORTGAGE FUNDING, INC.,
                                    Servicer,

                    GREENPOINT HOME EQUITY LOAN TRUST 2001-2,
                                     Issuer,


                                       and


                              THE BANK OF NEW YORK,
                                Indenture Trustee

                             -----------------------

                          SALE AND SERVICING AGREEMENT

                          Dated as of November 1, 2001

                             ----------------------


                        Variable Rate Asset-Backed Notes
                              Class S Certificates



                                  Series 2001-2


===============================================================================

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                     Page
<S>                                                                                                                  <C>
ARTICLE I DEFINITIONS.............................................................................................      1
       Section 1.01. Definitions..................................................................................      1
       Section 1.02. Other Definitional Provisions................................................................      1
       Section 1.03. Interest Calculations........................................................................      2

ARTICLE II Conveyance of Mortgage Loans; Original Issuance of Notes; Tax Treatment................................      2
       Section 2.01. Conveyance of Mortgage Loans; Retention of Obligation to Fund Advances
                          Under Credit Line Agreements............................................................      2
       Section 2.02. Further Encumbrance of Trust Property........................................................      7
       Section 2.03. Acceptance by Indenture Trustee; Certain Substitution of Mortgage Loans......................      7
       Section 2.04. Representations and Warranties Regarding the Servicer and the Sponsor........................      9
       Section 2.05. Representations and Warranties of the Sponsor Regarding the Mortgage
                          Loans; Removal of Certain Mortgage Loans................................................     11
       Section 2.06. Covenants of the Sponsor.....................................................................     26
       Section 2.07. Removal of Mortgage Loans at Election of Issuer..............................................     27
       Section 2.08. Execution and Authentication of Notes........................................................     28
       Section 2.09. Tax Treatment................................................................................     28
       Section 2.10. Conveyance of the Subsequent Mortgage Loans..................................................     29

ARTICLE III Administration and Servicing of Mortgage Loans........................................................     31
       Section 3.01. The Servicer.................................................................................     31
       Section 3.02. Collection of Certain Mortgage Loan Payments.................................................     33
       Section 3.03. Withdrawals from the Collection Account......................................................     34
       Section 3.04. Maintenance of Hazard Insurance; Property Protection Expenses................................     35
       Section 3.05. Assumption and Modification Agreements.......................................................     36
       Section 3.06. Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                          Loans...................................................................................     36
       Section 3.07. Indenture Trustee to Cooperate...............................................................     37
       Section 3.08. Servicing Compensation; Payment of Certain Expenses by Servicer..............................     38
       Section 3.09. Annual Statement as to Compliance............................................................     38
       Section 3.10. Annual Servicing Report......................................................................     38
       Section 3.11. Annual Opinion of Counsel....................................................................     39
       Section 3.12. Access to Certain Documentation and Information Regarding the Mortgage
                          Loans...................................................................................     39
       Section 3.13. Maintenance of Certain Servicing Insurance Policies..........................................     39
       Section 3.14. Reports to the SEC...........................................................................     40
       Section 3.15. Tax Returns..................................................................................     40

</TABLE>

                                       i

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                                                                  <C>
       Section 3.16. Information Required by the Internal Revenue Service Generally and Reports
                          of Foreclosures and Abandonments of Mortgaged Property..................................     40
       Section 3.17. Reporting Requirements.......................................................................     41
       Section 3.18. Matters Relating to MERS Loans...............................................................     41

ARTICLE IV SERVICING CERTIFICATE..................................................................................     42
       Section 4.01. Servicing Certificate........................................................................     42
       Section 4.02. Reserved.....................................................................................     43
       Section 4.03. Reserved.....................................................................................     43
       Section 4.04. Loan Data Remittance Report..................................................................     43
       Section 4.05. Reserve Fund.................................................................................     43

ARTICLE V The Servicer and the Sponsor............................................................................     43
       Section 5.01. Liability of the Servicer and the Sponsor....................................................     43
       Section 5.02. Merger or Consolidation of, or Assumption of the Obligations of, the
                          Servicer or the Sponsor.................................................................     44
       Section 5.03. Limitation on Liability of the Servicer and Others...........................................     44
       Section 5.04. Servicer Not to Resign.......................................................................     45
       Section 5.05. Delegation of Duties.........................................................................     45
       Section 5.06. Indemnification of the Trust by the Servicer.................................................     45
       Section 5.07. Indemnification of the Trust by the Sponsor..................................................     46
       Section 5.08. Limitation on Liability of the Sponsor.......................................................     47

ARTICLE VI Servicing Termination..................................................................................     47
       Section 6.01. Events of Servicing Termination..............................................................     47
       Section 6.02. Indenture Trustee to Act; Appointment of Successor...........................................     50
       Section 6.03. Notification to Noteholders and Residual Certificateholders..................................     51

ARTICLE VII Termination...........................................................................................     52
       Section 7.01. Termination..................................................................................     52

ARTICLE VIII Administrative Duties of the Servicer................................................................     53
       Section 8.01. Administrative Duties........................................................................     53
       Section 8.02. Records......................................................................................     55
       Section 8.03. Additional Information to be Furnished to the Issuer.........................................     55

ARTICLE IX Miscellaneous Provisions...............................................................................     56
       Section 9.01. Amendment....................................................................................     56
       Section 9.02. Recordation of Agreement.....................................................................     57
       Section 9.03. Limitation on Rights of Noteholders and Class S Certificateholders...........................     57
       Section 9.04. Governing Law................................................................................     58
       Section 9.05. Notices......................................................................................     58
       Section 9.06. Severability of Provisions...................................................................     59
       Section 9.07. Assignment...................................................................................     59
       Section 9.08. Third-Party Beneficiaries....................................................................     59

</TABLE>

                                       ii

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                                                                  <C>
       Section 9.09. Counterparts.................................................................................     59
       Section 9.10. Effect of Headings and Table of Contents.....................................................     59
       Section 9.11. Insurance Agreement..........................................................................     59
       Section 9.12. Nonpetition Covenant.........................................................................     59

</TABLE>

                                      iii

<PAGE>


EXHIBITS

EXHIBIT A:  MORTGAGE LOAN SCHEDULE.....................................     A-1

EXHIBIT B:  FORM OF OPINION OF COUNSEL.................................     B-1

EXHIBIT C-1:  OFFICER'S CERTIFICATE:  PERMANENT RELEASE................     C-1

EXHIBIT C-2:  OFFICER'S CERTIFICATE: TEMPORARY RELEASE.................     C-2

EXHIBIT D:  FORM OF CREDIT LINE AGREEMENT..............................     D-1

EXHIBIT E:  FORM OF MORTGAGE NOTE (SECOND LIEN)........................     E-1

EXHIBIT F:   FORM OF CERTIFICATE: LOAN LEVEL REPORTING.................     F-1


                                       iv


<PAGE>



                  SALE AND SERVICING AGREEMENT, dated as of November 1, 2001,
(the "Agreement") among GREENPOINT HOME EQUITY LOAN TRUST 2001-2, a Delaware
business trust (the "Issuer" or "Trust"), GREENPOINT MORTGAGE SECURITIES INC., a
Delaware corporation (the "Sponsor"), GREENPOINT MORTGAGE FUNDING, INC., a New
York corporation (the "Servicer"), and THE BANK OF NEW YORK, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee").

                  WHEREAS, the Issuer desires to purchase a portfolio of Initial
Mortgage Loans arising in connection with Loan Agreements acquired by GreenPoint
Mortgage Funding, Inc.;

                  WHEREAS, the Sponsor has purchased such Initial Mortgage Loans
from GreenPoint Mortgage Funding, Inc. and is willing to sell such Mortgage
Loans to the Issuer;

                  WHEREAS, the Issuer desires to purchase Subsequent Mortgage
Loans arising in connection with Loan Agreements to be acquired by GreenPoint
Mortgage Funding, Inc.;

                  WHEREAS, the Sponsor has an agreement to purchase such
Subsequent Mortgage Loans from GreenPoint Mortgage Funding, Inc. and is willing
to sell such Subsequent Mortgage Loans to the Issuer;

                  WHEREAS, such Initial Mortgage Loans and certain Subsequent
Mortgage Loans consist of certain home equity revolving lines of credit (the
"HELOC Mortgage Loans") and certain Subsequent Mortgage Loans may consist of
certain second lien, closed-end mortgage loans (the "Closed End Mortgage
Loans");

                  WHEREAS, the Servicer is willing to service all such Mortgage
Loans;

                  NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         Section 1.01. Definitions. All capitalized terms used in this Agreement
and not otherwise defined herein, shall have the meanings assigned thereto in
Annex A to the Indenture dated as of November 1, 2001, between the Issuer and
the Indenture Trustee, as the same may be amended and supplemented from time to
time.

         Section 1.02. Other Definitional Provisions.

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

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


<PAGE>


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

         (c) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

         Section 1.03. Interest Calculations. All calculations of interest
hereunder that are made in respect of the Principal Balance of a Mortgage Loan
shall be made on a daily basis using a 365-day year. All calculations of
interest on the Notes shall be made on the basis of the actual number of days in
an Interest Accrual Period and a year assumed to consist of 360 days. The
calculation of the Servicing Fee shall be made on the basis of a 360-day year
consisting of twelve 30-day months. All dollar amounts calculated hereunder
shall be rounded to the nearest penny with one-half of one penny being rounded
down.

                                   ARTICLE II

                          Conveyance of Mortgage Loans;
                           Original Issuance of Notes;
                                  Tax Treatment

         Section 2.01. Conveyance of Mortgage Loans; Retention of Obligation to
Fund Advances Under Credit Line Agreements.

         (a) In consideration of the Issuer's delivery to or upon the order of
the Sponsor on the Closing Date of the net proceeds from the sale of the Notes,
the Class S Certificates and the Residual Certificates and the other amounts to
be distributed from time to time to the Sponsor in accordance with the terms of
this Agreement, the Sponsor, concurrently with the execution and delivery of
this Agreement, hereby sells, transfers, assigns, sets over and otherwise
conveys to the Issuer, without recourse (subject to Sections 2.03, 2.05 and
2.07), all of its right, title and interest in and to (i) each Initial Mortgage
Loan, including its Principal Balance (including any Additional Balances related
thereto) and all collections in respect thereof received after the Initial
Cut-Off Date (excluding Interest Collection due on or prior to the Initial
Cut-Off Date); (ii) each Subsequent Mortgage Loan (including any Additional
Balances related thereto) and all collections in respect thereof received after
the related Subsequent Cut-Off Date (excluding Interest Collections due on or
prior to such related Subsequent Cut-Off Date); (iii) property that secured a
Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure;
(iv) all of the Sponsor's rights under the Purchase Agreement (including all
representations and warranties of the Seller contained therein); (v) the
Sponsor's rights under the hazard insurance policies; (vi)


                                       2
<PAGE>


the Reserve Fund; (vii) the Policy; (vii) the Pre-Funding Account and the
Collection Account; and (viii) any proceeds of the foregoing and any other Trust
Property and all other assets included or to be included in the Trust for the
benefit of Noteholders, the Class S Certificateholders, the Residual
Certificateholders and the Insurer; provided, however, neither the Indenture
Trustee nor the Trust assumes or shall assume the obligation under any Credit
Line Agreement that provides for the funding of future advances to the Mortgagor
thereunder, and neither the Trust nor the Indenture Trustee shall be obligated
or permitted to fund any such future advances. With respect to the HELOC
Mortgage Loans, Additional Balances shall be part of the related Principal
Balance and are hereby transferred to the Trust on the Closing Date pursuant to
this Section 2.01, and therefore part of the Trust Property. On or prior to the
Closing Date, the Sponsor shall cause the Insurer to deliver the Policy to the
Indenture Trustee for the benefit of the Noteholders and the Class S
Certificateholders. It is the intention of the Sponsor that the transfer and
assignment contemplated by this Agreement shall constitute a sale of the
Mortgage Loans and other Trust Property from the Sponsor to the Issuer and that
such sale should constitute a valid transfer and assignment of the Mortgage
Loans and other Trust Property to the Issuer and the beneficial interest in and
title to the Mortgage Loans and the other Trust Property shall not be part of
the Sponsor's estate in the event of the filing of a bankruptcy petition by or
against the Sponsor under any bankruptcy law. In the event that, notwithstanding
the intent of the Sponsor, the transfer and assignment contemplated hereby is
held not to be a sale, this Agreement shall constitute a grant of a security
interest in the property referred to in this Section 2.01 for the benefit of the
Noteholders, the Residual Certificateholders and the Insurer. To the extent that
the fair market value of any Additional Balance or Subsequent Mortgage Loan sold
by the Sponsor to the Issuer is greater than the cash consideration paid by the
Issuer for such Additional Balance or Subsequent Mortgage Loan, the difference
between such fair market value and the amount of such cash consideration shall
be deemed to be a capital contribution made to the Issuer by the Sponsor. To the
extent that the Sponsor receives cash consideration for the entire fair market
value of such Additional Balance on any future date, any corresponding capital
contribution that had previously been deemed to have been made to the Issuer by
the Sponsor shall be deemed to have been redeemed.

         (b) Each of the Servicer and the Sponsor agrees to take or cause to be
taken such actions and execute such documents (including, without limitation,
the filing of all necessary continuation statements for the UCC-1 financing
statements filed in the States of California, Delaware and New York,
respectively, which shall have been filed on or as of the Closing Date)
describing the Cut-Off Date Principal Balances and Additional Balances and
naming (i) the Servicer as debtor and the Sponsor as secured party, and (ii) the
Sponsor as debtor and the Issuer as secured party and any amendments to UCC-1
financing statements required to reflect a change in the name or corporate
structure of the Issuer, the Servicer or the Sponsor or the filing of any
additional UCC-1 financing statements due to the change in the principal office
of the Servicer or the Sponsor (within 10 days of any event necessitating such
filing) as are necessary to perfect and protect the Noteholders', the Class S
Certificateholders' and the Insurer's interests in each Cut-Off Date Principal
Balance and Additional Balance and the proceeds thereof (other than maintaining
possession by the Indenture Trustee of the Mortgage Loans and the Mortgage
Files).

         (c) In connection with such transfer and assignment, the Servicer shall
deliver to the Custodian on behalf of the Indenture Trustee the following
documents or instruments (each a "Related Document" and together for each
Mortgage Loan, the "Mortgage File") with respect to each Initial Mortgage Loan
on the Closing Date and will deliver with respect to each Subsequent Mortgage
Loan, on the related Subsequent Transfer Date:


                                       3
<PAGE>

                  (i) the original Mortgage Note endorsed in blank or endorsed
         with the following: "GreenPoint Mortgage Funding, Inc. to the
         GreenPoint Home Equity Loan Trust 2001-2, by The Bank of New York, as
         trustee, for the Home Equity Loan-Backed Notes, Series 2001-2 without
         recourse", and with respect to any HELOC Mortgage Loan, the original
         Credit Line Agreement;

                  (ii) for each Mortgage Loan that is not a MERS Mortgage Loan,
         an unsigned and un-notarized but otherwise complete original Assignment
         of Mortgage in blank;

                  (iii) (A) for each Mortgage Loan that is not a MERS Mortgage
         Loan, the original recorded Mortgage or, if in connection with any
         Mortgage Loan, the original recorded Mortgage with evidence of
         recording thereon cannot be delivered on or prior to the Closing Date
         because of a delay caused by the public recording office where such
         original Mortgage has been delivered for recordation or because such
         original Mortgage has been lost, the Sponsor shall deliver or cause to
         be delivered to the Indenture Trustee, a true and correct copy of such
         Mortgage, together with (i) in the case of a delay caused by the public
         recording office, an Officer's Certificate of the Sponsor stating that
         such original Mortgage has been dispatched to the appropriate public
         recording official or (ii) in the case of an original Mortgage that has
         been lost, a certificate by the appropriate county recording office
         where such Mortgage is recorded, and (B) in the case of each MERS
         Mortgage Loan, the original Mortgage, noting the presence of the
         "Mortgage Identification Number" of such MERS Mortgage Loan;

                  (iv) if applicable, the original intervening assignments, if
         any ("Intervening Assignments"), with evidence of recording thereon,
         showing a complete chain of title to the Mortgage from the originator
         to the Indenture Trustee or, if any such original Intervening
         Assignment has not been returned from the applicable recording office
         or has been lost, a true and correct copy thereof, together with (i) in
         the case of a delay caused by the public recording office, an Officer's
         Certificate of the Sponsor stating that such original Intervening
         Assignment has been dispatched to the appropriate public recording
         official for recordation or (ii) in the case of an original Intervening
         Assignment that has been lost, a certificate by the appropriate county
         recording office where such Mortgage is recorded;

                  (v) either a title policy or guaranty title with respect to
         the related Mortgaged Property;

                  (vi) the original of any guaranty executed in connection with
         the Mortgage Note;

                  (vii) the original of each assumption, modification,
         consolidation or substitution agreement, if any, relating to the
         Mortgage Loans; and



                                       4
<PAGE>

                  (viii) any security agreement, chattel mortgage or equivalent
         instrument executed in connection with the Mortgage.

         The Sponsor hereby confirms to the Indenture Trustee that it has caused
the portions of the Electronic Ledgers relating to the Initial Mortgage Loans as
of the Closing Date, and that it will cause such Electronic Ledgers with respect
to each Subsequent Mortgage Loans as of the related Subsequent Transfer Date, to
be clearly and unambiguously marked, and has made, or will make, the appropriate
entries in its general accounting records to indicate that such Mortgage Loans
have been transferred to the Trust. The Servicer hereby confirms to the
Indenture Trustee that it has clearly and unambiguously made appropriate entries
in its general accounting records indicating that such Mortgage Loans constitute
part of the Trust and are serviced by it on behalf of the Trust in accordance
with the terms hereof. The Servicer hereby confirms to the Indenture Trustee
that it will clearly and unambiguously make appropriate entries in its general
accounting records indicating that each Subsequent Mortgage Loan constitutes
part of the Trust and is serviced by it on behalf of the Trust in accordance
with the terms hereof as of the related Subsequent Transfer Date.

         (d) Notwithstanding the characterization of the Notes as debt for
Federal, state and local income and franchise tax purposes, the parties hereto
intend to treat the transfer of the Mortgage Loans to the Trust as provided
herein as a sale, for certain non-tax purposes, of all the Sponsor's right,
title and interest in and to the Mortgage Loans, whether now existing or
hereafter created, and the other property described above and all proceeds
thereof. In the event such transfer is deemed not to be a sale for such
purposes, the Sponsor grants to the Trust, a security interest in all of such
party's right, title and interest in, to and under the Mortgage Loans, whether
now existing or hereafter created, and the other property described above and
all proceeds thereof; and this Agreement shall constitute a security agreement
under applicable law.

         (e) Within 90 days following delivery of the Mortgage Files to the
Custodian on behalf of the Indenture Trustee pursuant to this Section, the
Indenture Trustee shall cause the Custodian to review on its behalf or the
Indenture Trustee shall review each such Mortgage File to ascertain that all
required documents set forth in this Section 2.01 have been executed and
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule and in so doing the Custodian on behalf of the Indenture
Trustee and/or the Indenture Trustee may rely on the purported due execution and
genuineness of any signature thereon. If within such 90-day period the Custodian
on behalf of the Indenture Trustee and/or the Indenture Trustee finds any
document constituting a part of a Mortgage File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in said Mortgage
Loan Schedule or, if in the course of its review, the Custodian on behalf of the
Indenture Trustee and/or the Indenture Trustee determines that such Mortgage
File is otherwise defective in any material respect, the Indenture Trustee shall
promptly upon the conclusion of its review or the Custodian's review on its
behalf notify the Sponsor and the Insurer, and the Sponsor shall have a period
of 90 days after such notice within which to correct or cure any such defect.
Upon the completion of its 90-day review, the Custodian on behalf of the
Indenture Trustee and/or the Indenture Trustee shall also notify the Insurer of
any Mortgage File with respect to which it has been delivered any items other
than the original recorded Mortgage with respect to Section 2.01(c)(iii).



                                       5
<PAGE>

         Neither the Custodian on behalf of the Indenture Trustee nor the
Indenture Trustee shall have any responsibility for reviewing any Mortgage File
except as expressly provided in this Section 2.01. In reviewing any Mortgage
File pursuant to this Section, the Indenture Trustee and the Custodian on behalf
of the Indenture Trustee shall have no responsibility for determining whether
any document is valid and binding, whether the text of any assignment or
endorsement is in proper or recordable form (except, if applicable, to determine
if the Indenture Trustee is the assignee or endorsee), whether any document has
been recorded in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction, whether any Person executing any document is authorized to do so
or whether any signature thereon is genuine, but shall only be required to
determine whether a document has been executed, that it appears to be what it
purports to be, and, where applicable, that it purports to be recorded.

         Upon its receipt of written notice from the Servicer or the Insurer
that a Recordation Event has occurred the Indenture Trustee shall take all
necessary steps to prepare and submit for recordation an Assignment of Mortgage
(or a blanket Assignment of Mortgage covering multiple Mortgage Loans if the
same is permitted in any applicable jurisdiction) at the expense of the Servicer
or, if the Servicer fails to pay such amounts or is no longer a party hereto,
pursuant to Section 8.7(d)(xii) of the Indenture.

         (f) The Sponsor shall sell, assign, transfer, set over and otherwise
convey without recourse to the Indenture Trustee all right, title and interest
of the Sponsor in and to any Eligible Substitute Mortgage Loan delivered to the
Indenture Trustee on behalf of the Trust by the Sponsor pursuant to Section 2.03
or Section 2.05 hereof and all its right, title and interest to principal
collected and interest accruing on such Eligible Substitute Mortgage Loan on and
after the applicable Substitute Cut-Off Date; provided, however, that the
Sponsor shall reserve and retain all right, title and interest in and to
payments of interest due on such Eligible Substitute Mortgage Loan prior to the
applicable Substitute Cut-Off Date; provided, further, that neither the Trust
nor the Indenture Trustee shall be obligated to fund any future advances to the
related Mortgagor under such Eligible Substitute Mortgage Loan.

         In connection with any transfer and assignment of an Eligible
Substitute Mortgage Loan to the Indenture Trustee on behalf of the Trust, the
Sponsor agrees to cause to be delivered to the Custodian on behalf of the
Indenture Trustee the items described in Section 2.01(c) on the date of such
transfer and assignment or, if a later delivery time is permitted by Section
2.01(c), then no later than such later delivery time.

         (g) Each Defective Mortgage Loan that is required to be repurchased or
substituted pursuant to the provisions this Agreement or the Purchase Agreement
shall, upon such repurchase or substitution in accordance with the provisions
hereof, be released from the Trust and from the lien created by the Indenture.
As to each Mortgage Loan released from the Trust in connection with the
repurchase thereof or the conveyance of an Eligible Substitute Mortgage Loan
therefor, the Indenture Trustee will transfer, assign, set over and otherwise
convey without recourse, to or upon the order of the Sponsor, all of its right,
title and interest in and to such released Mortgage Loan and all the Trust's
right title and interest to principal collected and interest accruing on such
released Mortgage Loan on and after the first day of the calendar month in which
such Mortgage Loan is released; provided, however, that the Trust shall reserve
and retain all right, title and interest in and to payments of principal and
interest collected on such released Mortgage Loan prior to such date.


                                       6
<PAGE>

         Section 2.02. Further Encumbrance of Trust Property.

         (a) Immediately upon the conveyance to the Trust by the Sponsor of any
item of the Trust Property pursuant to Section 2.01, all right, title and
interest of the Sponsor in and to such item of Trust Property shall terminate,
and all such right, title and interest shall vest in the Trust, in accordance
with the Trust Agreement and Sections 3802 and 3805 of the Delaware Business
Trust Act (12 Del. Code, ss. 3801 et seq.).

         (b) Immediately upon the vesting of the Trust Property in the Trust,
the Trust shall have the sole right to pledge or otherwise encumber, such Trust
Property. Pursuant to the Indenture and contemporaneously with such property
vesting in the Trust pursuant to (a) above, the Trust shall grant a security
interest in the Trust Property to secure the repayment of the Issuer Secured
Obligations. The Residual Certificates shall represent the beneficial ownership
interest in the Trust Property, and the Residual Certificateholders shall be
entitled to receive distributions with respect thereto as set forth herein.

         (c) Prior to the payment in full on the Notes and the Class S
Certificates, the payment of all amounts due to the Insurer under the Insurance
Agreement, the termination of the Policy (as defined therein) and the surrender
of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee
shall hold the Trust Property on behalf of the Issuer Secured Parties. Following
the payment in full of the Notes and the Class S Certificates, the payment of
all amounts due to the Insurer under the Insurance Agreement, and the release
and discharge of the Indenture, all covenants of the Issuer under Article III of
the Indenture shall, until payment in full of the Residual Certificates, remain
as covenants of the Issuer for the benefit of the Residual Certificateholders,
enforceable by the Residual Certificateholders to the same extent as such
covenants were enforceable by the Insurer, the Noteholders and the Class S
Certificateholders prior to the discharge of the Indenture. Any rights of the
Indenture Trustee under Article III of the Indenture, following the discharge of
the Indenture, shall vest in the Residual Certificateholders.

         Section 2.03. Acceptance by Indenture Trustee; Certain Substitution of
Mortgage Loans.

         (a) The Indenture Trustee shall, at such time as there are no Notes or
Class S Certificates outstanding and all sums due to (i) the Indenture Trustee
or any agent or counsel thereof pursuant to the Indenture, (ii) the Indenture
Trustee pursuant to this Agreement and (iii) the Insurer pursuant to the
Insurance Agreement have been paid, release any remaining portion of the Trust
Property to the Sponsor.


                                       7
<PAGE>

         (b) The Issuer hereby acknowledges its receipt of the Policy and the
Mortgage Loans, and declares that the Indenture Trustee holds and will hold such
instruments, and to the extent that any documents are delivered to it pursuant
to Section 2.01, will hold such documents, and all amounts received by it
thereunder and hereunder, in trust, upon the terms herein set forth, for the use
and benefit of all present and future Noteholders, Class S Certificateholders
and the Insurer. If the time to cure any defect in respect of any Mortgage Loan
of which the Indenture Trustee or the Insurer has notified the Sponsor following
the review pursuant to Section 2.01 has expired or if at any time any loss is
suffered by the Issuer or the Indenture Trustee on behalf of the Noteholders,
the Class S Certificateholders or the Insurer, in respect of any Mortgage Loan
as a result of (i) a defect in any document constituting a part of its Mortgage
File or (ii) an Assignment of Mortgage to the Indenture Trustee not having been
recorded as required by Section 2.01, then on the next succeeding Business Day,
the Indenture Trustee shall (i) substitute in lieu of such Mortgage Loan all
Eligible Substitute Mortgage Loans and, deliver the Substitution Amount
applicable thereto to the Servicer for deposit in the Collection Account or (ii)
purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price
thereof, which purchase price shall be delivered to the Servicer for deposit in
the Collection Account. Upon receipt of any Mortgage Loan or of written
notification signed by a Servicing Officer to the effect that the Loan Purchase
Price in respect of a Defective Mortgage Loan has been deposited into the
Collection Account, then as promptly as practicable, the Indenture Trustee shall
execute such documents and instruments of transfer presented by the Sponsor, in
each case without recourse, representation or warranty, and take such other
actions as shall reasonably be requested by the Sponsor to effect such transfer
by the Trust of such Defective Mortgage Loan pursuant to this Section. It is
understood and agreed that the obligation of the Sponsor to accept a transfer of
a Defective Mortgage Loan and to either convey an Eligible Substitute Mortgage
Loan or to make a deposit of any related Loan Purchase Price into the Collection
Account shall constitute the sole remedy respecting such defect available to
Noteholders and the Indenture Trustee against the Sponsor.

         (c) As to any Eligible Substitute Mortgage Loan, the Sponsor shall, if
required to deliver any such Eligible Substitute Mortgage Loan, deliver to the
Custodian on behalf of the Indenture Trustee with respect to such Eligible
Substitute Mortgage Loan such documents and agreements as are required to be
held by the Indenture Trustee in accordance with Section 2.01. For any
Collection Period during which the Sponsor substitutes one or more Eligible
Substitute Mortgage Loans, the Servicer shall determine the Substitution Amount
which amount shall be deposited by the Sponsor in the Collection Account at the
time of substitution. All amounts received in respect of the Eligible Substitute
Mortgage Loan during the Collection Period in which the circumstances giving
rise to such substitution occur shall not be a part of the Trust and shall not
be deposited by the Servicer in the Collection Account. All amounts received by
the Servicer during the Collection Period in which the circumstances giving rise
to such substitution occur in respect of any Defective Mortgage Loan so removed
by the Trust shall be deposited by the Servicer in the Collection Account. Upon
such substitution, the Eligible Substitute Mortgage Loan shall be subject to the
terms of this Agreement in all respects, and the Sponsor shall be deemed (i) to
have made with respect to such Eligible Substitute Mortgage Loan as of the date
of substitution, the covenants, representations and warranties set forth in
Section 2.05 and (ii) to have certified that such Mortgage Loan is an Eligible
Substitute Mortgage Loan. The procedures applied by the Sponsor in selecting
each Eligible Substitute Mortgage Loan shall not be materially adverse to the
interests of the Indenture Trustee, the Noteholders or the Insurer.

         The Servicer, promptly following the transfer of a Defective Mortgage
Loan from, or an Eligible Substitute Mortgage Loan to, the Trust pursuant to
this Section, shall amend the Mortgage Loan Schedule and make appropriate
entries in its general account records to reflect such transfer. The Servicer
shall, following such transfer, appropriately mark its records to indicate that
it is no longer servicing such Mortgage Loan on behalf of the Trust. The
Sponsor, promptly following such transfer, shall appropriately mark its
Electronic Ledger and make appropriate entries in its general account records to
reflect such transfer.


                                       8
<PAGE>

         Section 2.04. Representations and Warranties Regarding the Servicer and
the Sponsor.

         (a) The Servicer represents and warrants to the Indenture Trustee and
the Insurer that as of the Closing Date and as of each Subsequent Transfer Date:

                  (i) The Servicer is a New York corporation, validly existing
         and in good standing under the laws of the State of New York, and has
         the corporate power to own its assets and to transact the business in
         which it is currently engaged. The Servicer is duly qualified to do
         business as a foreign corporation and is in good standing in each
         jurisdiction in which the character of the business transacted by it or
         any properties owned or leased by it requires such qualification and in
         which the failure so to qualify would have a material adverse effect on
         the business, properties, assets, or condition (financial or other) of
         the Servicer;

                  (ii) The Servicer has the power and authority to make,
         execute, deliver and perform this Agreement and all of the transactions
         contemplated under this Agreement, and has taken all necessary
         corporate action to authorize the execution, delivery and performance
         of this Agreement. When executed and delivered, this Agreement will
         constitute the legal, valid and binding obligation of the Servicer
         enforceable in accordance with its terms, except as enforcement of such
         terms may be limited by bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting the enforcement of
         creditors' rights generally and by the availability of equitable
         remedies;

                  (iii) The Servicer is not required to obtain the consent of
         any other party or any consent, license, approval or authorization
         from, or registration or declaration with, any governmental authority,
         bureau or agency in connection with the execution, delivery,
         performance, validity or enforceability of this Agreement, except for
         such consent, license, approval or authorization, or registration or
         declaration, as shall have been obtained or filed, as the case may be,
         prior to the Closing Date;

                  (iv) The execution, delivery and performance of this Agreement
         by the Servicer will not violate any provision of any existing law or
         regulation or any order or decree of any court applicable to the
         Servicer or any provision of the Certificate of Incorporation or Bylaws
         of the Servicer, or constitute a material breach of any mortgage,
         Indenture, contract or other agreement to which the Servicer is a party
         or by which the Servicer may be bound;

                  (v) No litigation or administrative proceeding of or before
         any court, tribunal or governmental body is currently pending, or to
         the knowledge of the Servicer threatened, against the Servicer or any
         of its properties or with respect to this Agreement, the Notes or the
         Class S Certificates;


                                       9
<PAGE>

                  (vi) The Servicer is solvent and will not be rendered
         insolvent by the transactions described herein and, after giving effect
         to the transactions described herein, will not be left with an
         unreasonably small amount of capital with which to engage in the
         ordinary course of its business and the Servicer does not intend to
         incur, nor does the Servicer believe that it has incurred, debts beyond
         its ability to pay as they mature. The Servicer does not contemplate
         the commencement of insolvency, liquidation or consolidation
         proceedings or the appointment of a receiver, liquidator, conservator,
         Indenture Trustee or similar official in respect of the Servicer or any
         of its respective assets; and

                  (vii) The Servicer is a member of MERS in good standing, and
         will comply in all material respects with the rules and procedures of
         MERS in connection with the servicing of the MERS Mortgage Loans for as
         long as such Mortgage Loans are registered with MERS.

The representations and warranties set forth in this Section 2.04(a) shall
survive the sale and assignment of the Mortgage Loans to the Trust. Upon
discovery of a breach of any representations and warranties which materially and
adversely affects the interests of the Noteholders, the Class S
Certificateholders or the Insurer, the person discovering such breach shall give
written notice within five (5) days of discovery to the other parties and the
Insurer. Within 30 days of its discovery or its receipt of notice of breach, or,
with the prior written consent of a Responsible Officer of the Indenture Trustee
and the Insurer, such longer period specified in such consent, the Servicer
shall cure such breach if such breach is curable and no residual adverse effect
would result to the Insurer, the Trust, the Noteholders or the Class S
Certificateholders in all material respects.

         (b) The Sponsor represents and warrants to the Indenture Trustee and
the Insurer that as of the Closing Date and as of each Subsequent Transfer Date:

                  (i) The Sponsor is a Delaware corporation, validly existing
         and in good standing under the laws of the State of Delaware, and has
         the statutory power to own its assets and to transact the business in
         which it is currently engaged. The Sponsor is duly qualified to do
         business as a foreign limited liability company and is in good standing
         in each jurisdiction in which the character of the business transacted
         by it or any properties owned or leased by it requires such
         qualification and in which the failure so to qualify would have a
         material adverse effect on the business, properties, assets, or
         condition (financial or other) of the Sponsor;

                  (ii) The Sponsor has the power and authority to make, execute,
         deliver and perform this Agreement and all of the transactions
         contemplated under this Agreement, and has taken all necessary
         corporate action to authorize the execution, delivery and performance
         of this Agreement. When executed and delivered, this Agreement will
         constitute the legal, valid and binding obligation of the Sponsor
         enforceable in accordance with its terms, except as enforcement of such
         terms may be limited by bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting the enforcement of
         creditors' rights generally and by the availability of equitable
         remedies;



                                       10
<PAGE>

                  (iii) The Sponsor is not required to obtain the consent of any
         other party or any consent, license, approval or authorization from, or
         registration or declaration with, any governmental authority, bureau or
         agency in connection with the execution, delivery, performance,
         validity or enforceability of this Agreement;

                  (iv) The execution, delivery and performance of this Agreement
         by the Sponsor will not violate any provision of any existing law or
         regulation or any order or decree of any court applicable to the
         Sponsor or any provision of the Certificate of Incorporation or bylaws
         of the Sponsor, or constitute a material breach of any mortgage,
         Indenture, contract or other agreement to which the Sponsor is a party
         or by which the Sponsor may be bound;

                  (v) No litigation or administrative proceeding of or before
         any court, tribunal or governmental body is currently pending, or to
         the knowledge of the Sponsor threatened, against the Sponsor or any of
         its properties or with respect to this Agreement or the Notes; and

                  (vi) The Sponsor is solvent and will not be rendered insolvent
         by the transactions described herein and, after giving effect to the
         transactions described herein, will not be left with an unreasonably
         small amount of capital with which to engage in the ordinary course of
         its business and the Sponsor does not intend to incur, nor does the
         Sponsor believe that it has incurred, debts beyond its ability to pay
         as they mature. The Sponsor does not contemplate the commencement of
         insolvency, liquidation or consolidation proceedings or the appointment
         of a receiver, liquidator, conservator, Indenture Trustee or similar
         official in respect of the Sponsor or any of its respective assets.

The representations and warranties set forth in this Section 2.04(b) shall
survive the sale and assignment of the Mortgage Loans to the Trust. Upon
discovery of a breach of any representations and warranties which materially and
adversely affects the interests of the Noteholders, the Class S
Certificateholders or the Insurer, the person discovering such breach shall give
prompt written notice to the other parties, and the Insurer. Within 30 days of
its discovery or its receipt of notice of breach, or, with the prior written
consent of a Responsible Officer of the Indenture Trustee and the Insurer, such
longer period specified in such consent, the Sponsor shall cure such breach if
such breach is curable and no residual adverse effect would result to the
Insurer, the Trust, the Noteholders or the Class S Certificateholders in all
material respects.

         Section 2.05. Representations and Warranties of the Sponsor Regarding
the Mortgage Loans; Removal of Certain Mortgage Loans.

         (a) The Sponsor hereby makes the following representations and
warranties on which the Issuer is deemed to have relied in acquiring the
Mortgage Loans and upon which the Insurer is deemed to rely in issuing the
Policy. Such representations and warranties speak as of the execution and
delivery of this Agreement, as of the Closing Date with respect to the Initial
Mortgage Loans and as of the related Transfer Date with respect to the
Subsequent Mortgage Loans and the Eligible Substitute Mortgage Loans, but shall
survive the sale, transfer, and assignment of the Mortgage Loans to the Issuer
and the pledge thereof to the Indenture Trustee pursuant to the Indenture,


                                       11
<PAGE>

                  (i) As of the Closing Date with respect to the Initial
         Mortgage Loans and as of the related Transfer Date with respect to the
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans
         and with respect to any HELOC Mortgage Loan, as of the date any
         Additional Balance is created, the information set forth in the
         Mortgage Loan Schedule for such Mortgage Loans is true and correct in
         all material respects;

                  (ii) Each Mortgage Loan is being serviced by the Servicer;

                  (iii) The applicable Cut-Off Date Principal Balance has not
         been assigned or pledged, and the Sponsor is the sole owner and holder
         of such Cut-Off Date Principal Balance free and clear of any and all
         liens, claims, encumbrances, participation interests, equities,
         pledges, charges or security interests of any nature, and has full
         right and authority, under all governmental and regulatory bodies
         having jurisdiction over the ownership of the applicable Mortgage
         Loans, to sell, assign or transfer the same pursuant to this Agreement
         and upon its acquisition of the Initial Mortgage Loans, as of the
         Closing Date, and the Subsequent Mortgage Loans, as of the applicable
         Transfer Date, the Trust will be the sole owner and holder of such
         Mortgage Loans free and clear of any and all liens claims,
         encumbrances, participating interests, equities, pledges, charges, or
         security interests of any nature;

                  (iv) Except with respect to liens released immediately prior
         to the transfer herein contemplated, each Credit Line Agreement and
         each Mortgage Note and related Mortgage has not been assigned or
         pledged and immediately prior to the transfer and assignment herein
         contemplated, the Sponsor held good, marketable and indefeasible title
         to, and was the sole owner and holder of, each Mortgage Loan subject to
         no liens, charges, mortgages, claims, participation interests,
         equities, pledges or security interests of any nature, encumbrances or
         rights of others (collectively, a "Lien"); the Sponsor has full right
         and authority under all governmental and regulatory bodies having
         jurisdiction over the Sponsor, subject to no interest or participation
         of, or agreement with, any party, to sell and assign the same pursuant
         to this Agreement; and immediately upon the transfers and assignments
         herein contemplated, the Sponsor shall have transferred all of its
         right, title and interest in and to each Mortgage Loan and the Trust
         will hold good, marketable and indefeasible title to, and be the sole
         owner of, each Mortgage Loan subject to no Liens;

                  (v) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         the related Mortgage is a valid, enforceable and subsisting first or
         second lien, as set forth on the Mortgage Loan Schedule with respect to
         each related Mortgaged Property, and as of the applicable Cut-Off Date
         the related Mortgaged Property is free and clear of all encumbrances
         and liens having priority over the first or second lien, as applicable,
         of such Mortgage except for liens for (i) real estate taxes and special
         assessments not yet delinquent; (ii) any first mortgage loan secured by
         such Mortgaged Property and specified on the Mortgage Loan Schedule;
         (iii) covenants, conditions and restrictions, rights of way, easements
         and other matters of public record as of the date of recording that are
         acceptable to mortgage lending institutions generally or specifically
         reflected in the appraisals; and (iv) other matters to which like
         properties are commonly subject which do not materially interfere with
         the benefits of the security intended to be provided by such Mortgage;


                                       12
<PAGE>

                  (vi) As of and after the Closing Date with respect to the
         Initial Mortgage Loans and as of and after the applicable Transfer Date
         with respect to any Subsequent Mortgage Loans and any Eligible
         Substitute Mortgage Loans, there is no valid right to rescission
         offset, defense (including the defense of usury) or counterclaim of any
         obligor under any Loan Agreement or Mortgage;

                  (vii) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         there is no delinquent recording or other tax or fee or assessment lien
         against any related Mortgaged Property;

                  (viii) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         there is no proceeding pending or threatened for the total or partial
         condemnation of any Mortgaged Property, nor is such a proceeding
         currently occurring, and such property is in good repair and is
         undamaged by waste, fire, earthquake or earth movement, windstorm,
         flood, other types of water damage, tornado or other casualty, so as to
         affect adversely the value of the Mortgaged Property as security for
         the Mortgage Loan or the use for which the premises were intended;

                  (ix) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         there are no mechanics' or similar liens or claims which have been
         filed for work, labor or material affecting the related Mortgaged
         Property which are, or may be, liens prior or equal to the lien of the
         related Mortgage and no rights are outstanding which could give rise to
         such liens, except liens which are fully insured against by the title
         insurance policy or other title protection referred to in clause (xiv);

                  (x) No Minimum Monthly Payment is more than 59 days delinquent
         (measured on a contractual basis);

                  (xi) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         for each Mortgage Loan, the related Mortgage File contains each of the
         documents and instruments specified to be included therein and such
         Mortgage File has been delivered to the Indenture Trustee;

                  (xii) The related Loan Agreement and the related Mortgage at
         origination complied in all material respects with applicable local,
         state and federal laws and regulations, including, without limitation,
         usury, truth-in-lending, real estate settlement procedures, consumer
         credit protection, equal credit opportunity, recording or disclosure
         laws applicable to the Mortgage Loans, and consummation of the
         transactions contemplated hereby, including without limitation the
         receipt of interest, will not involve the violation of such laws;


                                       13
<PAGE>

                  (xiii) On the Closing Date with respect to the Initial
         Mortgage Loans and to the extent not already included in such filing,
         on the applicable Transfer Date with respect to Subsequent Mortgage
         Loans and any Eligible Substitute Mortgage Loans, the Sponsor has filed
         UCC-1 financing statements with respect to such Mortgage Loans;

                  (xiv) A lender's policy of title insurance, expressClose.com
         lender master protection program (standard mortgage guaranty) or a
         commitment (binder) to issue the same or an attorney's certificate or
         opinion of title was effective on the date of the origination of each
         mortgage loan and each such policy or certificate or opinion of title
         is valid and remains in full force and effect;

                  (xv) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         none of the Mortgaged Properties is a mobile home or a manufactured
         housing unit;

                  (xvi) As of the Initial Cut-Off Date for the Initial Mortgage
         Loans no more than (a) approximately 0.73% of the Initial Pool I
         Mortgage Loans (by Initial Pool I Balance) and (b) approximately 0.67%
         of the Initial Pool II Mortgage Loans (by Initial Pool II Balance) and
         (c) approximately 2.05% of the Initial Pool III Mortgage Loans (by
         Initial Pool III Balance) are secured by Mortgaged Properties located
         in one United States postal zip code;

                  (xvii) The Combined Loan-to-Value Ratio for each Initial Pool
         I Mortgage Loan was not in excess of 100%, the Combined Loan-to-Value
         Ratio for each Initial Pool II Mortgage Loan was not in excess of 100%
         and the Combined Loan-to-Value Ratio for each Initial Pool III Mortgage
         Loan was not in excess of 100%;

                  (xviii) Each Pool I Mortgage Loan conforms to all applicable
         loan origination standards with respect to loan balances and other
         items as of the date of origination set forth by the Federal Home Loan
         Mortgage Corporation.

                  (xix) Each Pool II Mortgage Loan conforms to all applicable
         loan origination standards with respect to loan balances and other
         items as of the date of origination set forth by the Federal National
         Mortgage Association.

                  (xx) No selection procedure that identified the Mortgage Loans
         as being less desirable or valuable than other comparable mortgage
         loans originated or acquired by the Sponsor was utilized in selecting
         the Mortgage Loans for sale to the Trust, provided, however, that the
         Mortgage Loans were selected from the pool of mortgage loans originated
         in connection with the Sponsor's mortgage loan origination program;



                                       14
<PAGE>

                  (xxi) The Sponsor has not transferred the Mortgage Loans to
         the Trust with any intent to hinder, delay or defraud any of its
         creditors;

                  (xxii) The Minimum Monthly Payment with respect to any
         Mortgage Loan is not less than the interest accrued at the applicable
         Loan Rate on the average daily Principal Balance during the interest
         period relating to the date on which such Minimum Monthly Payment is
         due;

                  (xxiii) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         each Loan Agreement and each Mortgage Loan is genuine and is a legal,
         valid, binding obligation and enforceable obligation of the related
         Mortgagor, except as the enforceability thereof may be limited by the
         bankruptcy, insolvency or similar laws affecting creditors' rights
         generally;

                  (xxiv) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         there has been no default, breach, violation or event of acceleration
         of any senior mortgage loan related to a Mortgaged Property that has
         not been cured by a party other than the Servicer;

                  (xxv) The terms of each Mortgage Note and each Mortgage have
         not been impaired, altered or modified in any respect, except by a
         written instrument which (if such instrument is secured by real
         property) has been recorded, if necessary, to protect the interest of
         the Noteholders and which has been delivered to the Indenture Trustee.
         The substance of any such alteration or modification is reflected on
         the related Mortgage Loan Schedule and has been approved by the primary
         mortgage guaranty insurer, if any;

                  (xxvi) The definition of "prime rate" in each Credit Line
         Agreement relating to a HELOC Mortgage Loan does not differ materially
         from the definition in the form of Credit Line Agreement in Exhibit D;

                  (xxvii) The weighted average remaining term to maturity of the
         Initial Pool I Mortgage Loans on a contractual basis as of the related
         Initial Cut-Off Date is approximately 210 months. The weighted average
         remaining term to maturity of the Initial Pool II Mortgage Loans on a
         contractual basis as of the related Initial Cut-Off Date is
         approximately 205 months. The weighted average remaining term to
         maturity of the Initial Pool III Mortgage Loans on a contractual basis
         as of the related Initial Cut-Off Date is approximately 202 months. On
         each date that the Loan Rates relating to Initial HELOC Mortgage Loans
         have been adjusted, interest rate adjustments on the Initial HELOC
         Mortgage Loans were made in compliance with the related Mortgages and
         Credit Line Agreement and applicable law and all required notices of
         interest rate adjustments were sent to each Mortgagor on a timely
         basis. Over the term of each Initial HELOC Mortgage Loan, the Loan Rate
         may not exceed the related Loan Rate Cap, if any. With respect to the
         Initial Pool I HELOC Mortgage Loans, the weighted average Loan Rate Cap
         is approximately 18.00%. With respect to the Initial Pool II HELOC
         Mortgage Loans, the weighted average Loan Rate Cap is approximately
         18.00%. With respect to the Initial Pool III HELOC Mortgage Loans, the
         weighted average Loan Rate Cap is approximately 18.00%. With respect to
         the Initial Pool I HELOC Mortgage Loans, the margins range between
         0.00% and 6.125% and the weighted average margin is approximately
         2.386% as of the related Initial Cut-Off Date. With respect to the
         Initial Pool II HELOC Mortgage Loans, the margins range between 0.00%
         and 8.50% and the weighted average margin is approximately 2.322% as of
         the related Initial Cut-Off Date. With respect to the Initial Pool III
         HELOC Mortgage Loans, the margins range between 0.00% and 6.50% and the
         weighted average margin is approximately 2.534% as of the related
         Initial Cut-Off Date. The Loan Rates on the Initial Pool I Mortgage
         Loans range between 5.750% and 12.625%, the Loan Rates on the Initial
         Pool II Mortgage Loans range between 5.50% and 12.250%, the Loan Rates
         on the Initial Pool III Mortgage Loans range between 2.50% and 13.875%,
         and the weighted average Loan Rate is approximately 7.294% for Pool I,
         7.108% for Pool II and 7.678% for Pool III;


                                       15
<PAGE>

                  (xxviii) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loans,
         each Mortgaged Property consists of a single parcel of real property
         with a one-to-four unit single family residence erected thereon, or an
         individual condominium unit, planned unit development unit or
         townhouse;

                  (xxix) No more than approximately 31% (by Initial Pool I
         Balance) of the Initial Pool I Mortgage Loans are secured by real
         property improved by individual condominium units, planned development
         units or two-to-four family residences erected thereon, and
         approximately 69% (by Initial Pool I Balance) of the Initial Pool I
         Mortgage Loans are secured by real property with a one-family residence
         erected thereon. No more than approximately 27.01% (by Initial Pool II
         Balance) of the Initial Pool II Mortgage Loans are secured by real
         property improved by individual condominium units, planned development
         units or two-to-four family residences erected thereon, and
         approximately 72.99% (by Initial Pool II Balance) of the Initial Pool
         II Mortgage Loans are secured by real property with a one-family
         residence erected thereon. No more than approximately 29.69% (by
         Initial Pool III Balance) of the Initial Pool III Mortgage Loans are
         secured by real property improved by individual condominium units,
         planned development units or two-to-four family residences erected
         thereon, and approximately 70.31% (by Initial Pool III Balance) of the
         Initial Pool III Mortgage Loans are secured by real property with a
         one-family residence erected thereon;

                  (xxx) Each Mortgage Note evidencing a Closed End Mortgage Loan
         is comprised of one original promissory note and each such promissory
         note constitutes an "instrument" for purposes of Section 9-102(A)(47)
         of the UCC. There is no obligation on the part of the Sponsor or any
         other party to make payments in addition to those made by the Mortgagor
         with respect to the Closed End Mortgage Loans;

                  (xxxi) The Credit Limits on the Initial Pool I HELOC Mortgage
         Loans range between $10,000 and $250,000 with an average of
         approximately $60,064. The Credit Limits on the Initial Pool II HELOC
         Mortgage Loans range between $6,300 and $232,000 with an average of
         approximately $40,927. The Credit Limits on the Initial Pool III HELOC
         Mortgage Loans range between $4,800 and $500,000 with an average of
         approximately $71,202. The Principal Balances on the Initial Pool I
         HELOC Mortgage Loans range between approximately $0 and $148,351 with
         an average of approximately $46,763. The Principal Balances on the
         Initial Pool II HELOC Mortgage Loans range between approximately $0 and
         $175,442 with an average of approximately $31,855. The Principal
         Balances on the Initial Pool III HELOC Mortgage Loans range between
         approximately $0 and $494,958 with an average of approximately $49,564.
         The average Credit Limit Utilization Rate (weighted by Credit Limit) of
         the Initial Pool I HELOC Mortgage Loans is approximately 77.86%. The
         average Credit Limit Utilization Rate (weighted by Credit Limit) of the
         Initial Pool II HELOC Mortgage Loans is approximately 77.83%. The
         average Credit Limit Utilization Rate (weighted by Credit Limit) of the
         Initial Pool III HELOC Mortgage Loans is approximately 69.61%;


                                       16
<PAGE>

                  (xxxii) Approximately 97.78% of the Initial Mortgage Loans are
         second liens, and either (A) no consent for each Mortgage Loan was
         required by the holder of the related senior lien, if any, prior to the
         making of such Mortgage Loan or (B) such consent has been obtained and
         is contained in the related Mortgage File;

                  (xxxiii) This Agreement constitutes a valid transfer and
         assignment to the Trust of all right, title and interest of the Sponsor
         in and to the Cut-Off Date Principal Balances with respect to the
         applicable Mortgage Loans, all monies due or to become due with respect
         thereto and all proceeds of such Cut-Off Date Principal Balances with
         respect to the Mortgage Loans and such funds as are from time to time
         deposited in the Collection Account (excluding any investment earnings
         thereon) and all other property specified in the definition of "Trust"
         as being part of the corpus of the Trust conveyed to the Trust, and
         upon payment for the Additional Balances, will constitute a valid
         transfer and assignment to the Indenture Trustee of all right, title
         and interest of the Sponsor in and to the Additional Balances, all
         monies due or to become due with respect thereto, and all proceeds of
         such Additional Balances and all other property specified in the
         definition of "Trust" relating to the Additional Balances;

                  (xxxiv) As of the Closing Date no Initial Mortgage Loan is the
         subject of foreclosure proceedings and, to the best of the Sponsor's
         knowledge, no obligor of any of the Initial Mortgage Loans has filed
         for bankruptcy protection. As of the applicable Transfer Date, no
         Subsequent Mortgage Loan or Eligible Substitute Mortgage Loan is the
         subject of foreclosure proceedings and, to the best of the Sponsor's
         knowledge, no obligor of any of the Subsequent Mortgage Loans or
         Eligible Substitute Mortgage Loans has filed for bankruptcy protection.

                  (xxxv) The proceeds of each Closed End Mortgage Loan have been
         fully disbursed, and there is no obligation on the part of the
         mortgagee to make future advances thereunder. Any and all requirements
         as to completion of any on-site or off-site improvements and as to
         disbursements of any escrow funds therefor have been complied with. All
         costs, fees and expenses incurred in making or closing or recording
         such Closed End Mortgage Loans were paid;

                  (xxxvi) Each Mortgage contains customary and enforceable
         provisions which render the rights and remedies of the holder thereof
         adequate for the realization against the related Mortgaged Property of
         the benefits of the security, including (A) in the case of a Mortgage
         designated as a deed of trust, by trustee's sale and (B) otherwise by
         judicial foreclosure. Subject to applicable state law, there is no
         homestead or other exemption available to the Mortgagor which would
         materially interfere with the rights to sell the Mortgaged Property at
         a trustee's sale or the right to foreclose upon the related Mortgage;


                                       17
<PAGE>

                  (xxxvii) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan,
         except for events permissible under Section 3.05 of this Agreement,
         there is no default, breach, violation or event of acceleration
         existing under any Mortgage or the related Mortgage Note and no event
         which, with the passage of time or with notice and the expiration of
         any grace or cure period, would constitute a default, breach, violation
         or event of acceleration; and the Sponsor has not waived any default,
         breach, violation or event of acceleration;

                  (xxxviii) To the best knowledge of the Sponsor, all parties to
         the Mortgage Note and the Mortgage had legal capacity to execute the
         Mortgage Note and the Mortgage and each Mortgage Note and Mortgage have
         been duly and properly executed by such parties; Each Mortgage and
         Mortgage Note is the legal, valid and binding obligation of the related
         Mortgagor and is enforceable by the Issuer against the Mortgagor in
         accordance with its terms, except only as such enforcement may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and by law; There is only one originally executed Mortgage Note or
         Credit Line Agreement and promissory Note, as applicable, for each
         Mortgage Loan;

                  (xxxix) As of the Initial Cut-Off Date no more than
         approximately 0.34% of the Principal Balance of the Initial Pool I
         Mortgage Loans, none of the Initial Pool II Mortgage Loans, and no more
         than approximately 0.18% of the Principal Balance of the Initial Pool
         III Mortgage Loans represent Mortgage Loans with respect to which the
         related Mortgagor had a Credit Score of 600 or less at the time of
         origination or whose Credit Score was unavailable.

                  (xl) As of the Closing Date with respect to the Initial
         Mortgage Loans and the applicable Transfer Date with respect to any
         Subsequent Mortgage Loans and any Eligible Substitute Mortgage Loan, no
         Mortgagor has been released, in whole or in part, except in connection
         with an assumption agreement which has been approved by the applicable
         title insurer (to the extent required by such title insurer) and which
         is part of the Mortgage File delivered to the Indenture Trustee;

                  (xli) At the time of origination of each Mortgage Loan, the
         related prior lien was not more than 30 days delinquent. Additionally,
         as of the Closing Date, no senior mortgage loan on the related
         Mortgaged Property was more than 59 days delinquent;

                  (xlii) All required inspections, licenses and certificates
         with respect to the use and occupancy of all occupied portions of all
         property securing the Mortgages have been made, obtained or issued, as
         applicable;



                                       18
<PAGE>

                  (xliii) If the improvements securing a Mortgage Loan were in a
         federally designated special flood hazard area as of the date of
         origination, flood insurance to the extent required in Section 3.04
         covers the related Mortgaged Property (either by coverage under the
         federal flood insurance program or by coverage by private insurers);

                  (xliv) With respect to each Mortgage Loan, the related prior
         lien does not provide for negative amortization;

                  (xlv) With respect to each Mortgage Loan, the maturity date of
         the Mortgage Loan is prior to the maturity date of the related prior
         lien if such prior lien provides for a balloon payment;

                  (xlvi) All amounts received after the Initial Cut-Off Date
         with respect to the Mortgage Loans to which the Sponsor is not entitled
         will be deposited into the Collection Account within one Business Day
         after the Closing Date;

                  (xlvii) Each Initial Pool I Mortgage Loan is secured by a
         property having an appraised value as of origination of $2,800,000 or
         less, each Initial Pool II Mortgage Loan is secured by a property
         having an appraised value as of origination of $2,250,000 or less and
         each Initial Pool III Mortgage Loan is secured by a property having an
         appraised value as of origination of $9,000,000 or less;

                  (xlviii) Except for events permissible under Section
         3.05(a)(x) of this Agreement, there are no defaults in complying with
         the terms of the Mortgage, and either (1) any taxes, governmental
         assessments, insurance premiums, water, sewer and municipal charges or
         ground rents which previously became due and owing have been paid, or
         (2) an escrow of funds has been established in an amount sufficient to
         pay for every such item which remains unpaid and which has been
         assessed but is not yet due and payable. There are no defaults in
         complying with the terms of any senior mortgage on the related
         Mortgaged Property that have not been cured by anyone other than the
         Servicer, except for any payment defaults of less than 30 days. Except
         for payments in the nature of escrow payments, including without
         limitation, taxes and insurance payments, the Sponsor has not advanced
         funds, or induced, solicited or knowingly received any advance of funds
         by a party other than the Mortgagor, directly or indirectly, for the
         payment of any amount required by the Mortgage Note, except for
         interest accruing from the date of the Mortgage Note or date of
         disbursement of the Mortgage proceeds, whichever is greater, to the day
         which precedes by one month the Due Date of the first installment of
         principal and interest;

                  (xlix) With respect to each Mortgage Loan, the improvements
         upon each Mortgaged Property are covered by a valid and existing hazard
         insurance policy with a carrier generally acceptable to the Servicer
         that provides for fire and extended coverage representing coverage not
         less than (a) the Credit Limit of such HELOC Mortgage Loan or (b) the
         Cut-Off Date Principal Balance of such Closed End Mortgage Loan or (c)
         the maximum insurable value of the Mortgaged Property;



                                       19
<PAGE>


                  (l) No misrepresentation of a material fact or fraud in
         respect of the origination, modification or amendment of any Mortgage
         Loan has taken place on the part of any person, including, without
         limitation, the related Mortgagor, any appraiser, any builder or
         developer or any party involved in the origination of such Mortgage
         Loan;

                  (li) With respect to the Mortgage Loans, the terms of the
         Mortgage Note and the Mortgage have not been impaired, altered or
         modified in any material respect, except by a written instrument which
         has been recorded or is in the process of being recorded, if necessary,
         to protect the interests of the Insurer and the Noteholders and which
         has been or will be delivered to the Indenture Trustee on behalf of the
         Trust, no Mortgage has been satisfied, cancelled or rescinded, in whole
         or in part, and the Mortgaged Property securing the Mortgage has not
         been released from the lien of the Mortgage, in whole or in part, nor
         has any instrument been executed that would effect any such release,
         cancellation or rescission;

                  (lii) As of the Initial Cut-Off Date, no Mortgage Loan is more
         than 59 days delinquent in payment of principal and interest;

                  (liii) Except for Mortgage Loans that are delinquent for a
         time period less than that set forth in (lii) above, there is no
         default, breach, violation or event of acceleration existing under any
         Mortgage or the related Mortgage Note and no event which, with the
         passage of time or with notice and the expiration of any grace or cure
         period, would constitute a default, breach, violation or event of
         acceleration; and neither the Sponsor, nor any other entity involved in
         originating or servicing a Mortgage Loan, has waived any default,
         breach, violation or event of acceleration;

                  (liv) None of the Mortgage Loans is a cooperative share
         mortgage;

                  (lv) Each appraisal of a Mortgage Loan that was used to
         determine the appraised value of the related Mortgaged Property was
         conducted generally in accordance with the Sponsor's mortgage loan
         origination program(s) and customary industry standards and included an
         assessment of the fair market value of the related mortgaged property
         at the time of the appraisal. The Mortgage File contains an appraisal
         of the applicable Mortgaged Property;

                  (lvi) All individual insurance policies contain a standard
         mortgagee clause naming the Servicer, its successors and assigns, as
         mortgagee. All premiums thereon have been paid. Each Mortgage obligates
         the Mortgagor thereunder to maintain all such insurance at the
         Mortgagor's cost and expense, and upon the Mortgagor's failure to do
         so, authorizes the holder of the Mortgage to obtain and maintain such
         insurance at the Mortgagor's cost and expense and to seek reimbursement
         therefor from the Mortgagor;

                  (lvii) Any advances made after the date of origination of a
         Mortgage Loan but prior to the Initial Cut-Off Date have been
         consolidated with the outstanding principal amount secured by the
         related Mortgage, and the secured principal amount, as consolidated,
         bears a single interest rate and single repayment term reflected on the
         Mortgage Loan Schedule. The consolidated principal amount does not
         exceed the original principal amount of the related Mortgage Loan;



                                       20
<PAGE>

                  (lviii) No improvement located on or being part of any
         Mortgaged Property is in violation of any applicable zoning law or
         regulation. All inspections, licenses and certificates required to be
         made or issued with respect to all occupied portions of each Mortgaged
         Property and, with respect to the use and occupancy of the same,
         including but not limited to certificates of occupancy and fire
         underwriting certificates, have been made or obtained from the
         appropriate authorities and such Mortgaged Property is lawfully
         occupied under the applicable law and all improvements which were
         included for the purpose of determining the appraised value of the
         Mortgaged Property lie wholly within the boundaries and building
         restriction lines of such property, and no improvements on adjoining
         property encroach upon the Mortgage Property;

                  (lix) The proceeds of each fixed rate and balloon Mortgage
         Loan have been fully disbursed and there is no obligation on the part
         of the mortgagee to make future advances thereunder and any and all
         requirements as to completion of any on-site or off-site improvements
         and as to disbursement of any escrow funds therefor have been complied
         with. All costs, fees and expenses incurred in making, closing or
         recording the Mortgage Loans were paid and the Mortgagor is not
         entitled to any refund of amounts paid or due under the Mortgage Note;

                  (lx) No Mortgage Loan has a shared appreciation feature, or
         other contingent interest feature;

                  (lxi) All parties which have had any interest in the Mortgage
         Loan, whether as originator, mortgagee, assignee, pledgee or otherwise,
         are (or, during the period in which they held and disposed of such
         interest, were): (A) organized under the laws of such state, or (B)
         qualified to do business in such state, or (C) federal savings and loan
         associations or national banks having principal offices in such state,
         or (D) not doing business in such state so as to require qualification
         or licensing, or (E) not otherwise required or licensed in such state.
         To the best of Sponsor's knowledge, all parties which have had any
         interest in the Mortgage Loan were in compliance with any and all
         applicable licensing requirements of the laws of the state wherein the
         Mortgaged Property is located or were not required to be licensed in
         such state;

                  (lxii) Each document or instrument in the related Mortgage
         File is in a form generally acceptable to prudent mortgage lenders that
         regularly originate or purchase mortgage loans comparable to the
         Mortgage Loans for sale to prudent investors in the secondary market
         that invest in mortgage loans such as the Mortgage Loans;

                  (lxiii) Each original Mortgage was recorded and all subsequent
         assignments of the original Mortgage (other than the assignment to the
         Indenture Trustee) have been recorded in the appropriate jurisdictions
         wherein such recordation is necessary to perfect the lien thereof as
         against creditors of the Sponsor, or is in the process of being
         recorded;

                  (lxiv) No Mortgage Loan was originated under a buydown plan;


                                       21
<PAGE>



                  (lxv) No Mortgage Loan is subject to the requirements of the
         Home Ownership and Equity Protection Act of 1994 ("HOEPA") or is in
         violation of any state or municipal law comparable to HOEPA;

                  (lxvi) The Servicer for each Mortgage Loan will accurately and
         fully report its borrower credit files to all three credit repositories
         in a timely manner;

                  (lxvii) No proceeds from any Mortgage Loan were used to
         purchase single-premium credit insurance policies;

                  (lxviii) No Mortgage Loan has a prepayment penalty term longer
         than five years after its origination;

                  (lxix) Each Mortgage Loan conforms, and all Mortgage Loans in
         the aggregate conform, in all material respects, to the descriptions
         thereof set forth in the Prospectus Supplement;

                  (lxx) Each Mortgage Loan was originated on or after March 7,
         2000;

                  (lxxi) The Sponsor represents and warrants that the Servicer
         currently operates or actively participates in an on-going business (A)
         to originate single family mortgage loans ("Loans"), and/or (B) to make
         periodic purchases of Loans from originators or sellers, and/or (C) to
         issue and/or purchase securities or bonds supported by the Loans, a
         portion of which Loans are made to borrowers who are:

                               (a) low-income families (families with incomes of
                               80% or less of area median income) living in
                               low-income areas (a census tract or block
                               numbering area in which the median income does
                               not exceed 80 percent of the area median income);
                               or

                               (b) very low-income families (families with
                               incomes of 60% or less of area median income).

                  (lxxii) Each Mortgage contains a provision for the
         acceleration of the payment of the unpaid principal balance of the
         related Mortgage Loan in the event the related Mortgaged Property is
         sold or transferred without the prior consent of the mortgagee
         thereunder;

                  (lxxiii) To the best of Sponsor's knowledge, Pool I does not
         contain the first and second lien mortgage loans relating to a single
         Mortgaged Property if the aggregate original principal balance of such
         mortgage loans exceeds the Federal Home Loan Mortgage Corporation's
         loan limits. To the best of Sponsor's knowledge, Pool I will not result
         in a violation of the Federal Home Loan Mortgage Corporation's loan
         limitations;

                  (lxxiv) To the best of Sponsor's knowledge, Pool II does not
         contain the first and second lien mortgage loans relating to a single
         Mortgaged Property if the aggregate original principal balance of such
         mortgage loans exceeds the Federal National Mortgage Association's loan
         limits. To the best of Sponsor's knowledge, Pool II will not result in
         a violation of the Federal National Mortgage Association's loan
         limitations;




                                       22
<PAGE>



                  (lxxv) Each Mortgage Loan was originated substantially in
         accordance with Sponsor's underwriting criteria, which conform to the
         underwriting criteria set forth in the Prospectus Supplement.

                  (lxxvi) There exists no violation of any local, state or
         federal environmental law, rule or regulation in respect of any
         Mortgaged Property which violation has or could have a material adverse
         effect on the market value of such Mortgaged Property. Sponsor has no
         knowledge of any pending action or proceeding directly involving any
         such Mortgaged Property in which compliance with any environmental law,
         rule or regulation is in issue; and, to the best of Sponsor's
         knowledge, nothing further remains to be done to satisfy in full all
         requirements of each such law, rule or regulation constituting a
         prerequisite to the use and enjoyment of any such Mortgaged Property;

                  (lxxvii) The Sponsor has caused or will cause to be performed
         any and all acts required to be performed to preserve the rights and
         remedies of the Indenture Trustee in any insurance policies applicable
         to the Mortgage Loans including, without limitation, any necessary
         notifications of insurers, assignment of policies or interests therein,
         and establishments of co-insured, joint loss payee and mortgagee rights
         in favor of the Indenture Trustee;

                  (lxxviii) The related Mortgage Note is not and has not been
         secured by any collateral, pledged account or other security except the
         lien of the corresponding Mortgage;

                  (lxxix) There is no obligation on the part of the Sponsor or
         any other party to make payments in addition to those made by the
         Mortgagor;

                  (lxxx) With respect to each Mortgage constituting a deed of
         trust, a trustee, duly qualified under existing law to serve as such,
         has been properly designated and currently so serves and is named in
         such Mortgage, and no fees or expenses are or will become payable by
         the Noteholders or the Trust to the trustee under the deed of trust,
         except in connection with a trustee's sale after default by the
         Mortgagor; (lxxxi) Each Mortgagor has executed a statement to the
         effect that such Mortgagor has received all disclosure materials
         including the notice of the right of cancellation or rescission
         required by applicable law with respect to the making of the Mortgage
         Loan and any waiver of any right of cancellation or rescission
         exercised by the Mortgagor was in accordance with applicable law and is
         binding on the Mortgagor;

                  (lxxxii) Each Subsequent Mortgage Loan was or will be
         originated in accordance with the same underwriting standards that were
         used to originate the Initial Mortgage Loans;

                  (lxxxiii) The security interest created pursuant to Section
         2.01 hereof is a valid and continuing security interest (as defined in
         the UCC) in favor of the Issuer in the property sold, transferred,
         assigned, set over and otherwise conveyed from the Sponsor to the
         Issuer pursuant to this Agreement, which security interest is prior to
         all other Liens and is enforceable as such against creditors of and
         purchasers from the Sponsor;


                                       23
<PAGE>


                  (lxxxiv) The Sponsor has not authorized the filing of and is
         not aware of any financing statements against the Sponsor that include
         a description of collateral covering the property sold, transferred,
         assigned, set over and otherwise conveyed from the Sponsor to the
         Issuer pursuant to this Agreement other than any financing statement
         relating to the security interest granted to the Issuer hereunder that
         has not been terminated;

                  (lxxxv) The Sponsor is not aware of any judgment or tax lien
         filings against it;

                  (lxxxvi) None of the Mortgage Notes has any marks or notations
         indicating that they have been pledged, assigned or otherwise conveyed
         to any Person other than the Issuer;

                  (lxxxvii) The pool tape from which the selection of the
         Mortgage Loans being acquired on the Closing Date was made available to
         the accountants that are providing a comfort letter to the Insurer in
         connection with the Prospectus Supplement and with respect to the
         Initial Mortgage Loans as of the Closing Date and Subsequent Mortgage
         Loans as of the applicable Subsequent Transfer Date, the information on
         the related pool tape was complete and accurate as of its date and
         included a description of the same Mortgage Loans that are described on
         the Schedule of Mortgage Loans and the payments due thereunder as of
         the Closing Date or the Subsequent Transfer Date, as applicable;

                  (lxxxviii) With respect to each Mortgage Loan, the payments
         required of the related Mortgagor will be such that the Mortgage Loan
         will fully amortize over its amortization term; and

                  (lxxxix) The sale, transfer, assignment and conveyance of the
         Mortgage Loans by the Sponsor to the Issuer pursuant to the Sale and
         Servicing Agreement is not subject to and will not result in any tax,
         fee or governmental charge payable by the Seller, the Sponsor, the
         Issuer or the Indenture Trustee to any federal, state or local
         governments ("Transfer Taxes") other than Transfer Taxes which have or
         will have been paid by the Sponsor as due; provided, that in the event
         that the Trust or the Indenture Trustee receives actual notice of any
         Transfer Taxes arising out of the transfer, assignment or conveyance of
         the Mortgage Loans, on written demand by the Issuer or the Indenture
         Trustee, or upon the Sponsor's otherwise being given notice thereof by
         the Issuer or the Indenture Trustee, the Sponsor shall pay, and
         otherwise indemnify and hold the Issuer, the Indenture Trustee and the
         Insurer harmless, on an after-tax basis, from and against any and all
         Transfer Taxes, it being understood that the Noteholders, the Class S
         Certificateholders, the Issuer, the Indenture Trustee and the Insurer
         shall have no obligation to pay any such Transfer Taxes.


                                       24
<PAGE>


With respect to the representations and warranties set forth in this Section
2.05 that are made to the best of the Sponsor's knowledge or as to which the
Sponsor has no knowledge, if it is discovered by the Sponsor, the Servicer, the
Insurer, or a Responsible Officer of the Indenture Trustee that the substance of
such representation and warranty is inaccurate and such inaccuracy materially
and adversely affects the value of the related Mortgage Loan then,
notwithstanding the Sponsor's lack of knowledge with respect to the substance of
such representation and warranty being inaccurate at the time the representation
or warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation or warranty. Notwithstanding the foregoing, a breach of any of
the representations and warranties set forth in clauses (lxv) through (lxviii)
of this Section 2.05 will be deemed to materially and adversely affect the value
of the related Mortgage Loan.

         (b) It is understood and agreed that the representations and warranties
set forth in this Section 2.05 shall survive delivery of the respective Mortgage
Files to the Indenture Trustee pursuant to Section 2.01 and the termination of
the rights and obligations of the Servicer pursuant to Section 5.04 or 6.02.
Upon discovery by the Sponsor, the Servicer, the Insurer or a Responsible
Officer of the Indenture Trustee of a breach of any of the foregoing
representations and warranties, without regard to any limitation set forth
therein concerning the knowledge of the Sponsor as to the facts stated therein,
which materially and adversely affects the interests of the Trust or the
Noteholders or the Insurer in the related Mortgage Loans, the party discovering
such breach shall give prompt written notice to the other parties and to the
Insurer. Within 90 days of its discovery or its receipt of notice of such
breach, the Sponsor shall use all reasonable efforts to cure such breach or
shall, not later than the Business Day next preceding the Payment Date in the
month following the Collection Period in which any such cure period expired (or
such later date that is acceptable to the Indenture Trustee or the Insurer as
evidenced by their written consents), either (a) accept a transfer of such
Mortgage Loan from the Trust or (b) substitute an Eligible Substitute Mortgage
Loan, each in the same manner and subject to the same conditions as set forth in
Section 2.03; provided, however, that the cure for any breach of a
representation and warranty relating to the characteristics of the Mortgage
Loans in the aggregate shall be a repurchase of or substitution for only the
Mortgage Loans necessary to cause such characteristics to be in compliance with
the related representation and warranty. Upon accepting such transfer and making
any required deposit into the Collection Account or substitution of an Eligible
Substitute Mortgage Loans, as the case may be, the Sponsor shall be entitled to
receive an instrument of assignment or transfer from the Indenture Trustee to
the same extent as set forth in Section 2.03 with respect to the transfer of
Mortgage Loans under that Section. The Insurer shall be notified of any
substitution of an Eligible Substitute Mortgage Loan.

         It is understood and agreed that the obligation of the Sponsor to
accept a removal of a Mortgage Loan as to which a breach has occurred and is
continuing and to make any required deposit in the Collection Account or to
substitute an Eligible Substitute Mortgage Loan, as the case may be, shall
constitute the sole remedy against the Sponsor respecting such breach available
to Noteholders and the Class S Certificateholders, the Indenture Trustee on
behalf of Noteholders, the Class S Certificateholders and the Insurer; provided,
however, that the Sponsor shall defend and indemnify the Indenture Trustee, the
Insurer, the Class S Certificateholders and the Noteholders against all
reasonable costs and expenses, and all losses, damages, claims and liabilities,
including reasonable fees and expenses of counsel and the amount of any
settlement entered into with the consent of the Sponsor (such consent not to be
unreasonably withheld), which may be asserted against or incurred by any of them
as a result of any third-party action arising out of any breach of any such
representation and warranty. Notwithstanding the foregoing, with regard to any
breach of the representation and warranty set forth in Section 2.05(a)(xxxii),
the Sponsor shall pay to the Trust the Loan Purchase Price.


                                       25
<PAGE>

         The Sponsor does hereby assign to the Trust the benefits of the
representations and warranties made to it with respect to the Mortgage Loans
under the Mortgage Loan Purchase Agreement and the Trust may exercise the rights
with respect thereto relating to a Mortgage Loan, including the right to require
repurchase in the event such Mortgage Loan is not repurchased by the Sponsor

         Section 2.06. Covenants of the Sponsor. The Sponsor hereby covenants
that:

         (a) Security Interests. The Sponsor will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Mortgage Loans, whether now existing or hereafter created, or
any interest therein; the Sponsor will notify the Indenture Trustee and the
Insurer of the existence of any Lien on any Mortgage Loans immediately upon
discovery thereof; and the Sponsor will defend the Trust's right, title and
interest (including the Trust's security interest) in, to and under the Mortgage
Loans, whether now existing or hereafter created, against all claims of third
parties claiming through or under the Sponsor; provided, however, that nothing
in this Section 2.06(a) shall prevent or be deemed to prohibit the Sponsor from
suffering to exist upon any of the Mortgage Loans any Liens for municipal or
other local taxes and other governmental charges if such taxes or governmental
charges shall not at the time be due and payable or if the Sponsor shall
currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect
thereto.

         (b) UCC-1 Financing Statements. On the Closing Date with respect to the
Initial Mortgage Loans and, to the extent not already included in such filing,
on the applicable Transfer Date with respect to any Subsequent Mortgage Loans
and any Eligible Substitute Mortgage Loans, the Sponsor will file UCC-1
financing statements with respect to such Mortgage Loans.

         (c) Negative Pledge. The Sponsor hereby agrees not to transfer, assign,
exchange, pledge, finance, hypothecate, grant a security interest in or
otherwise convey the Residual Certificates except in accordance with Sections
5.04 and 6.02 hereof and in accordance with the Insurance Agreement and the
Trust Agreement.

         (d) Downgrading. The Sponsor will not engage in any activity which
would result in a downgrading or withdrawal of the ratings on the Notes without
regard to the effect of the Policy.

         (e) Amendment to Certificate of Incorporation. The Sponsor will not
amend its Certificate of Incorporation without prior written notice to the
Indenture Trustee and the Rating Agencies and the prior written consent of the
Insurer which consent shall not be unreasonably withheld.


                                       26
<PAGE>


         (f) Principal Place of Business. The Sponsor's principal place of
business is in California, and the Sponsor will not change its principal place
of business without prior written notice to the Indenture Trustee, the Rating
Agencies and the Insurer.

         (g) No Notification of Mortgagors. The Sponsor hereby agrees not to
notify Mortgagors of the transfer of the Mortgage Loans to the Trust unless
required by the terms of the Mortgage Loans or applicable law.

         Section 2.07. Removal of Mortgage Loans at Election of Issuer. Subject
to the conditions set forth below and Section 8.2 of the Indenture, the Issuer
may, but shall not be obligated to, require the removal of Mortgage Loans from
Pool I, Pool II and/or Pool III, from time to time, as of the close of business
on a Payment Date (each, a "Removal Date"). On the tenth Business Day (the
"Removal Notice Date") prior to the Removal Date designated in such notice, the
Issuer shall give the Indenture Trustee, the Insurer and the Servicer a notice
of the proposed removal that contains a list of the Mortgage Loans to be
removed. Such removal of Mortgage Loans in Pool I and/or Pool II and/or Pool III
shall be permitted upon satisfaction of the following conditions:

                  (i) A Rapid Amortization Event shall not have occurred;

                  (ii) On the Removal Date, the related Overcollateralization
         Amount (after giving effect to the removal from the applicable Pool of
         the Mortgage Loans proposed to be removed) equals or exceeds the
         related Specified Overcollateralization Amount;

                  (iii) The transfer of such Mortgage Loans on any Removal Date
         during the related Managed Amortization Period shall not, in the
         reasonable belief of the Sponsor, cause a Rapid Amortization Event with
         respect to the related Class of Notes to occur or an event which with
         notice or lapse of time or both would constitute such a Rapid
         Amortization Event and a Rapid Amortization Event has not occurred;

                  (iv) On or before the Removal Date, the Issuer shall have
         delivered to the Indenture Trustee a revised Mortgage Loan Schedule,
         reflecting the proposed transfer and the Removal Date, and the Servicer
         shall have marked the Electronic Ledger to show that the Mortgage Loans
         removed are no longer included in the applicable Pool;

                  (v) The Seller shall represent and warrant that its selection
         procedures are random and no selection procedures reasonably believed
         by the Seller to be adverse to the interests of the Noteholders, the
         Class S Certificateholders or the Insurer were utilized in selecting
         the Mortgage Loans to be removed from the applicable Pool;

                  (vi) In connection with each such removal of Mortgage Loans
         pursuant to this Section, each Rating Agency shall have received on or
         prior to the related Removal Notice Date notice of such proposed
         removal of Mortgage Loans and, prior to the Removal Date, shall have
         notified the Indenture Trustee and the Insurer in writing that such
         removal of Mortgage Loans would not result in a reduction or withdrawal
         of its then current ratings of the Notes, without regard to the Policy;
         and


                                       27
<PAGE>


                  (vii) The Issuer shall have delivered to the Indenture Trustee
         and the Insurer an Officer's Certificate certifying that the items set
         forth in subparagraphs (i) through (vi), inclusive, have been performed
         or are true and correct, as the case may be. The Indenture Trustee and
         the Insurer may conclusively rely on such Officer's Certificate, shall
         have no duty to make inquiries with regard to the matters set forth
         therein and shall incur no liability in so relying.

                  (viii) The Insurer shall have been given an opportunity to
         review any Mortgage Loans proposed to be removed by the Trust.

                  (ix) The Issuer shall have delivered a certificate in the form
         of Exhibit C-1 hereto to the Indenture Trustee.

         Upon receiving the requisite information from the Issuer, the Servicer
shall perform in a timely manner those acts required of it, as specified above.
Upon satisfaction of the above conditions, on the Removal Date the Indenture
Trustee shall deliver, or cause to be delivered, to the Issuer the Mortgage File
for each Mortgage Loan being so transferred, and the Indenture Trustee shall
execute and deliver to the Issuer such other documents prepared by the Issuer as
shall be reasonably necessary to remove such Mortgage Loans from the applicable
Pool. Any such removal of Mortgage Loans shall be without recourse,
representation or warranty by or of the Indenture Trustee or the Trust to the
Issuer. The review right given to the Insurer in clause (viii), above, must be
completed prior to the Removal Date.

         Section 2.08. Execution and Authentication of Notes. The Indenture
Trustee, on behalf of the Issuer, has caused to be executed, authenticated and
delivered to or upon the order of the Sponsor, in exchange for the Issuer,
concurrently with the sale, assignment and conveyance to the Indenture Trustee
of the Issuer, three Classes of Notes in authorized denominations and the
Residual Certificates, evidencing the ownership of the Issuer.

         Section 2.09. Tax Treatment. It is the intention of the Sponsor, the
Class S Certificateholders and the Residual Certificateholders that the Notes
will be indebtedness of the Sponsor for federal, state and local income and
franchise tax purposes and for purposes of any other tax imposed on or measured
by income. The Sponsor, the Indenture Trustee and each Noteholder (or Note
Owner) by acceptance of its Note (or, in the case of a Note Owner, by virtue of
such Note Owner's acquisition of a beneficial interest therein) agrees to treat
the Notes (or beneficial interest therein), for purposes of federal, state and
local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness of the Sponsor secured by the assets of the Trust and to
report the transactions contemplated by this Agreement on all applicable tax
returns in a manner consistent with such treatment. Each Noteholder agrees that
it will cause any Note Owner acquiring an interest in a Note through it to
comply with this Agreement as to treatment of the Notes as indebtedness for
federal, state and local income and franchise tax purposes and for purposes of
any other tax imposed on or measured by income. The Indenture Trustee will
prepare and file all tax reports required hereunder consistent with this
Agreement except as may be required by or provided in Section 3.15.


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<PAGE>

         Section 2.10. Conveyance of the Subsequent Mortgage Loans.

         (a) Subject to the satisfaction of the conditions set forth in Section
2.01 and paragraph (b) below, in consideration of the Indenture Trustee's
delivery on a Subsequent Transfer Date to or upon the order of the Sponsor of
amounts in the Pre-Funding Account equal to the aggregate principal balance of
the Subsequent Mortgage Loans the Sponsor shall, to the extent of the
availability thereof, on the related Subsequent Transfer Date transfer, assign,
set over and otherwise convey to the Trust without recourse (subject to Sections
2.03 and 2.05) and pursuant to the terms of the related Subsequent Transfer
Agreement all of its right, title and interest in and to such Subsequent
Mortgage Loans and all Collections in respect thereof received after the
Subsequent Cut-Off Date for the Subsequent Mortgage Loans (excluding payments in
respect of accrued interest due prior to the related Subsequent Cut-Off Date)
or, with respect to any Additional Balances with respect thereto, on or after
the date of transfer to the Trust. Future advances made to a Mortgagor under a
Loan Agreement relating to a Subsequent Mortgage Loan shall be part of the
related Principal Balance and transferred to the Trust pursuant to this Section
2.10, and, therefore, part of the Trust Property upon the sale thereof to the
Sponsor under the Purchase Agreement.

         On each Subsequent Transfer Date, the Sponsor shall deliver to the
Indenture Trustee and the Insurer a letter which: (i) states the amount to be
withdrawn from the Pre-Funding Account on such date to purchase Subsequent
Mortgage Loans for addition to Pool I; (ii) states the amount to be withdrawn
from the Pre-Funding Account on such date to purchase Subsequent Mortgage Loans
for addition to Pool II; (iii) states the amount to be withdrawn from the
Pre-Funding Account on such date to purchase Subsequent Mortgage Loans for
addition to Pool III; (iv) lists each Subsequent Mortgage Loan being conveyed to
the Trust on such Subsequent Transfer Date (including a description of the Pool
into which each such Subsequent Mortgage Loan is being conveyed); (v)
acknowledges that each of the requirements listed in Section 2.10(b) of this
Agreement have been satisfied; (vi) attaches as exhibits thereto each of the
documents described in Sections 2.10(b)(i), (v), (vii), and (viii) and; (vii)
acknowledges that the Sponsor has conveyed its right, title and interest in and
to each Subsequent Mortgage Loan and to the corresponding Related Documents and
certain other rights to the Indenture Trustee on behalf of the Trust pursuant to
this Agreement, and the Indenture Trustee shall hold such documents hereunder
and pursuant to the Indenture for the benefit of the Noteholders, the Residual
Certificateholders, the Class S Certificateholders and the Insurer. The
Indenture Trustee shall acknowledge its receipt of such letter by signing it and
returning a signed copy to the Sponsor, the Servicer, the Trust, the Insurer and
each of the Rating Agencies.

         (b) The obligation of the Indenture Trustee to accept the transfer of
the Subsequent Mortgage Loans and the other property and rights related thereto
described in paragraph (a) above is subject to the satisfaction of each of the
following conditions on or prior to the Subsequent Transfer Date:

                  (i) the Sponsor shall have provided the Insurer with written
         notice of the proposed transfer of Subsequent Mortgage Loans no later
         than the third Business Day prior to the Subsequent Transfer Date and
         the Indenture Trustee shall have been provided with a letter from the
         Insurer consenting to such transfer of the Subsequent Mortgage Loans
         (which consent shall not be unreasonably withheld or delayed);


                                       29
<PAGE>

                  (ii) the Indenture Trustee shall have been provided with a
         Mortgage Loan Schedule, listing the Subsequent Mortgage Loans delivered
         or to be delivered on such Subsequent Transfer Date;

                  (iii) the Sponsor shall have deposited in the Collection
         Account all Collections in respect of such Subsequent Mortgage Loans
         received after the related Subsequent Cut-Off Date (excluding payments
         in respect of accrued interest due prior to the related Subsequent
         Cut-Off Date) for the Subsequent Mortgage Loans;

                  (iv) the representations and warranties of the Sponsor in
         Section 2.05 hereof, to the extent such representations and warranties
         do not pertain exclusively to the Initial Mortgage Loans, are true and
         correct with respect to the Subsequent Mortgage Loans as of the related
         Subsequent Transfer Date;

                  (v) the Servicer shall acknowledge in writing that it has
         delivered the related Mortgage Files to the Custodian on behalf of the
         Indenture Trustee and complied with all other requirements with respect
         to the assignment of the related Mortgages specified therein;

                  (vi) the Servicer shall represent and warrant that no
         selection procedures reasonably believed by the Servicer to be adverse
         to the interests of the Noteholders, the Class S Certificateholders or
         the Insurer were utilized in selecting the Subsequent Mortgage Loans;

                  (vii) the Sponsor shall have delivered to the Indenture
         Trustee an Officer's Certificate confirming the satisfaction of each
         condition precedent specified in this paragraph (b) and paragraphs (c)
         and (d) below; and

                  (viii) the Sponsor shall have acknowledged in writing that,
         with respect to each Pool, neither (x) the aggregate amount withdrawn
         from the Pre-Funding Account to purchase Subsequent Mortgage Loans for
         addition to such Pool on that and all prior Subsequent Transfer Dates
         nor (y) the aggregate Principal Balances of the Subsequent Mortgage
         Loans transferred to the Trust for assignment to such Pool on that and
         all prior Subsequent Transfer Dates exceeds the Original Class A-1
         Pre-Funded Amount, the Original Class A-2 Pre-Funded Amount or the
         Original Class A-3 Pre-Funded Amount, as applicable.

         (c) The obligations of the Indenture Trustee to accept the assignment
of a Subsequent Mortgage Loan on any Subsequent Transfer Date are subject to the
following additional requirements, any of which may be waived or modified in any
respect by the Insurer (with consent of the Rating Agencies) by a written
instrument executed by the Insurer: (i) the weighted average Margin for the
Mortgage Loans as of the applicable Cut-Off Date (following the addition of any
Subsequent Mortgage Loans) is at least 2.38%; (ii) the weighted average Combined
Loan-to-Value Ratio for the Mortgage Loans as of the applicable Cut-Off Date
(following the addition of any Subsequent Mortgage Loans) is not more than 83%;
(iii) the Mortgage Loans as of the applicable Cut-Off Date (following the
addition of any Subsequent Mortgage Loans) shall maintain a weighted average
Credit Score of at least 700; (iv) no Subsequent Mortgage Loans may be 60 or
more days delinquent as of the applicable Cut-Off Date; (v) no more than 1.00%
of the Subsequent Mortgage Loans shall be 30-59 days delinquent as of the
applicable Cut-Off Date; (vi) the maximum concentration of Mortgage Loans with
Mortgaged Properties in the state of California as of the applicable Cut-Off
Date (following the addition of any Subsequent Mortgage Loans) is less than 70%;
(vii) no more than 1.00% of the Mortgage Loans as of the applicable Cut-Off Date
(following the addition of any Subsequent Mortgage Loans) relate to Mortgaged
Properties located in a single zip code; and (viii) (A) all Subsequent Mortgage
Loans delivered to Pool I and Pool II will be HELOC Mortgage Loans and (B) up to
approximately $3,000,000 of Subsequent Pool III Mortgage Loans may be Closed-End
Mortgage Loans and the remainder will be HELOC Mortgage Loans; provided,
however, any of the foregoing requirements may be waived upon the consent of the
Rating Agencies and the Insurer.



                                       30
<PAGE>

         (d) On each Subsequent Transfer Date, the Sponsor shall have provided
the Indenture Trustee, the Rating Agencies and the Insurer with an Opinion of
Counsel to the effect that the transfers of the Subsequent Mortgage Loans during
the Pre-Funding Period constitute a sale of the Principal Balances of the
Subsequent Mortgage Loans to the Sponsor and the Trust and a sale of or grant of
a security interest in the Subsequent Mortgage Loans to the Indenture Trustee;
provided, however, that in the event of a change of law during the Pre-Funding
Period that materially affects the method of perfecting the security interest in
the Subsequent Mortgage Loans, the Sponsor shall (i) provide the Indenture
Trustee, the Rating Agencies and the Insurer with an Opinion of Counsel to the
effect that such transfer constitutes a sale of the Principal Balances of the
Subsequent Mortgage Loans to the Sponsor and the Trust and a sale of or grant of
a security interest in the Subsequent Mortgage Loans to the Indenture Trustee,
and (ii) take such action as is necessary to perfect the interests of the
Indenture Trustee in the Subsequent Mortgage Loans.

                                  ARTICLE III

                          Administration and Servicing
                                of Mortgage Loans

         Section 3.01. The Servicer.

         (a) The Servicer is hereby authorized to act as agent for the Trust and
in such capacity shall manage, service, administer and make collections on the
Mortgage Loans and perform the other actions under this Agreement. The Servicer
shall service and administer the Mortgage Loans in a manner consistent with the
terms of this Agreement and with general industry practice and shall have full
power and authority, acting alone or through a subservicer, to do any and all
things in connection with such servicing and administration which it may deem
necessary or desirable, it being understood, however, that the Servicer shall at
all times remain responsible to the Indenture Trustee, the Noteholders, the and
the Class S Certificateholders, the Residual Certificateholders and the Insurer
for the performance of its duties and obligations hereunder in accordance with
the terms hereof. Any amounts received by any subservicer in respect of a
Mortgage Loan shall be deemed to have been received by the Servicer whether or
not actually received by it. Without limiting the generality of the foregoing,
the Servicer shall continue, and is hereby authorized and empowered by the
Trust, to execute and deliver, on behalf of the Trust, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties and to make deposits to and withdrawals from
the Collection Account. The Indenture Trustee and the Owner Trustee shall, upon
the written request of a Servicing Officer, furnish the Servicer with any powers
of attorney and other documents necessary or appropriate to enable the Servicer
to carry out its servicing and administrative duties hereunder. The Servicer in
such capacity may also consent to the placing of a lien senior to that of any
Mortgage on the related Mortgaged Property, provided that


                                       31
<PAGE>


                  (i) such Mortgage succeeded to a first lien position after the
         related Mortgage Loan was conveyed to the Trust and, immediately
         following the placement of such senior lien, such Mortgage is in a
         second lien position and the outstanding principal amount of the
         mortgage loan secured by such subsequent senior lien is no greater than
         the outstanding principal amount of the senior mortgage loan secured by
         the Mortgaged Property as of the date the related Mortgage Loan was
         originated; or

                  (ii) the Mortgage relating to such Mortgage Loan was in a
         second lien position as of the Cut-Off Date and the new senior lien
         secures a mortgage loan that refinances an existing first mortgage loan
         and the outstanding principal amount of the replacement first mortgage
         loan immediately following such refinancing is not greater than the
         outstanding principal amount of such existing first mortgage loan at
         the date of origination of such Mortgage Loan;

provided, further, that such senior lien does not secure a note that provides
for negative amortization.

         The Servicer may also, without prior approval from the Rating Agencies
or the Insurer, increase the Credit Limits on HELOC Mortgage Loans provided that
(i) new appraisals are obtained and the Combined Loan-to-Value Ratios of the
HELOC Mortgage Loans after giving effect to such increase are less than or equal
to the Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-Off
Date and (ii) such increases are consistent with the Servicer's credit and
collection policies. No material change or departure from the Servicer's credit
and collection policies with respect to any Mortgage Loans as in effect as of
the Closing Date shall be permitted without the prior written consent of the
Insurer.

         In addition, the Servicer may agree to changes in the terms of a
Mortgage Loan at the request of the Mortgagor; provided that (i) such changes do
not materially and adversely affect the interests of Noteholders, the Class S
Certificateholders, the Residual Certificateholders or the Insurer, (ii) such
changes are consistent with prudent and customary business practice as evidenced
by a certificate signed by a Servicing Officer delivered to the Indenture
Trustee and the Insurer and (iii) the Rating Agencies and the Insurer are
promptly notified of the changes.

         In addition to the foregoing, the Servicer may solicit Mortgagors to
change any other terms of the related Mortgage Loans; provided that such changes
(i) do not materially and adversely affect the interest of Noteholders or the
Insurer, (ii) are consistent with prudent and customary business practice as
evidenced by a certificate signed by a Servicing Officer delivered to the
Indenture Trustee and the Insurer and (iii) do not adjust the maturity date of
such Mortgage Loan past the date that is six months before the Final Scheduled
Payment Date of the related Class A Notes. Nothing herein shall limit the right
of the Servicer to solicit Mortgagors with respect to new loans (including
mortgage loans) that are not Mortgage Loans.



                                       32
<PAGE>

         The relationship of the Servicer (and of any successor to the Servicer
as servicer under this Agreement) to the Indenture Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.

         (b) In the event that the rights, duties and obligations of the
Servicer are terminated hereunder, any successor to the Servicer in its sole
discretion may, to the extent permitted by applicable law, terminate the
existing subservicer arrangements with any subservicer, without charge, or
assume the terminated Servicer's rights under such subservicing arrangements
which termination or assumption will not violate the terms of such arrangements.

         Section 3.02. Collection of Certain Mortgage Loan Payments.

         (a) Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to
the extent such procedures shall be consistent with this Agreement, follow such
collection procedures as it follows with respect to home equity loans in its
servicing portfolio comparable to the Mortgage Loans. Consistent with the
foregoing, and without limiting the generality of the foregoing, the Servicer
may in its discretion (i) waive any late payment charge or any assumption fees
or other fees which may be collected in the ordinary course of servicing such
Mortgage Loans and (ii) arrange with a Mortgagor a schedule for the payment of
interest due and unpaid; provided that such arrangement is consistent with the
Servicer's policies with respect to the Mortgage Loans it owns or services;
provided, further, that notwithstanding such arrangement such Mortgage Loans
will be included in the information regarding delinquent Mortgage Loans set
forth in the Servicing Certificate and monthly statement to Noteholders and
Class S Certificateholders pursuant to Section 4.01.

         (b) The Servicer shall on the Closing Date deposit into the Collection
Account any amounts representing payments on, and any collections in respect of,
the Mortgage Loans received after the related Cut-Off Date and prior to the
Closing Date (exclusive of payments in respect of accrued interest due on or
prior to such Cut-Off Date) and thereafter the Servicer, or the Sponsor, as the
case may be, shall deposit into the Collection Account within one Business Day
following receipt thereof the following payments and collections received or
made by it (without duplication):

                  (i) all collections on and in respect of the Mortgage Loans;

                  (ii) the amounts, if any, deposited to the Collection Account
         pursuant to Section 3.04;

                  (iii) Net Liquidation Proceeds;

                  (iv) Insurance Proceeds (including, for this purpose, any
         amount required to be credited by the Servicer pursuant to the last
         sentence of Section 3.04 and excluding the portion thereof, if any,
         that has been applied to the restoration or repair of the related
         Mortgaged Property or released to the related Mortgagor in accordance
         with the normal servicing procedures of the Servicer);


                                       33
<PAGE>


                  (v) any amounts required to be deposited therein pursuant to
         Section 7.01;

                  (vi) amounts transferred from the Pre-Funding Account pursuant
         to Section 8.9(e) of the Indenture;

                  (vii) any amounts drawn under the Policy pursuant to Section
         8.4(f) of the Indenture, but only to be used for the payment of the
         items specified in Sections 8.7(d)(iii), (iv) and (vii) of the
         Indenture, as applicable.

provided, however, that with respect to each Collection Period, the Servicer
shall be permitted to retain from payments in respect of interest on the
Mortgage Loans, the Servicing Fee for such Collection Period. The foregoing
requirements respecting deposits to the Collection Account are exclusive, it
being understood that, without limiting the generality of the foregoing, the
Servicer need not deposit in the Collection Account amounts representing
Foreclosure Profits, fees (including annual fees) or late charge penalties
payable by Mortgagors, or amounts received by the Servicer for the accounts of
Mortgagors for application towards the payment of taxes, insurance premiums,
assessments, excess pay off amounts and similar items. The Servicer shall remit
all Foreclosure Profits to the Sponsor.

         The Indenture Trustee shall hold amounts deposited in the Collection
Account as Indenture Trustee for the Noteholders, the Class S Certificateholders
and the Insurer. The Servicer shall notify the Indenture Trustee and the Insurer
in writing on each Determination Date of the amount of payments and collections
in the Collection Account allocable to Interest Collections and Principal
Collections for the related Payment Date. Following such notification, the
Servicer shall be entitled to withdraw from the Collection Account and retain
any amounts that constitute income and gain realized from the investment of such
payments and collections.

         At the written direction of the Servicer, the Indenture Trustee shall
invest funds in the Collection Account in Eligible Investments specified in such
written direction. All income and gain realized from any investment in Eligible
Investments of funds in the Collection Account shall be for the benefit of the
Servicer and shall be subject to its withdrawal from time to time. The amount of
any losses incurred in respect of the principal amount of any such investments
shall be deposited in the Collection Account by the Servicer out of its own
funds immediately as realized.

         Section 3.03. Withdrawals from the Collection Account. From time to
time, withdrawals may be made from the Collection Account by the Servicer or the
Indenture Trustee for the following purposes:

                  (i) If not received by the Servicer pursuant to Section
         3.02(b), to the Servicer as payment for its Servicing Fee pursuant to
         Section 3.08;

                  (ii) To pay to the Servicer amounts on deposit in the
         Collection Account that are not to be included in the distributions and
         payments pursuant to Section 8.7 of the Indenture to the extent
         provided by the second to the last and the last paragraph of Section
         3.02(b);


                                       34
<PAGE>

                  (iii) To make or to permit the Indenture Trustee to make
         distributions and payments pursuant to Section 8.7 of the Indenture;

                  (iv) Prior to the Collection Period preceding the commencement
         of the Rapid Amortization Period, to pay to the Sponsor (A) with
         respect to Pool I, the amount of any Additional Balances related to
         Pool I HELOC Mortgage Loans, (B) with respect to Pool II, the amount of
         any Additional Balances related to Pool II HELOC Mortgage Loans and (C)
         with respect to Pool III, the amount of any Additional Balances related
         to Pool III HELOC Mortgage Loans, in each case as and when created
         during the related Collection Period; provided, that the aggregate
         amount so paid to the Sponsor in respect of Additional Balances with
         respect to any Pool at any time during any Collection Period shall not
         exceed the amount of Principal Collections theretofore received for
         such Collection Period with respect to such Pool;

                  (v) To pay to the Servicer any Liquidation Expenses not
         reimbursed prior to the deposit of Net Liquidation Proceeds to the
         Collection Account;

                  (vi) Upon termination of the Trust, to make any payments
         required by Section 7.01.

         If the Servicer deposits in the Collection Account any amount not
required to be deposited therein or any amount in respect of payments by
Mortgagors made by checks subsequently returned for insufficient funds or other
reason for non-payment it may at any time withdraw such amount from the
Collection Account, and any such amounts shall not be included in the amounts to
be deposited in the Collection Account pursuant to Section 3.02(b), any
provision herein to the contrary notwithstanding.

         Section 3.04. Maintenance of Hazard Insurance; Property Protection
Expenses. The Servicer shall cause to be maintained for each Mortgage Loan
hazard insurance naming the Servicer or its successors or assigns as loss payee
thereunder providing extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan from time to time or (ii) the combined principal balance owing on
such Mortgage Loan and any mortgage loan senior to such Mortgage Loan from time
to time. The Servicer shall also maintain on property acquired upon foreclosure,
or by deed in lieu of foreclosure, hazard insurance with extended coverage in an
amount which is at least equal to the lesser of (i) the maximum insurable value
from time to time of the improvements which are a part of such property or (ii)
the combined principal balance owing on such Mortgage Loan and any mortgage loan
senior to such Mortgage Loan at the time of such foreclosure or deed in lieu of
foreclosure plus accrued interest and the good-faith estimate of the Servicer of
related Liquidation Expenses to be incurred in connection therewith. Amounts
collected by the Servicer under any such policies shall be deposited in the
Collection Account to the extent called for by Section 3.02. In cases in which
any Mortgaged Property is located in a federally designated flood area, the
hazard insurance to be maintained for the related Mortgage Loan shall include
flood insurance. All such flood insurance shall be in such amounts as are
required under applicable guidelines of the Federal Flood Emergency Act. The
Servicer shall be under no obligation to require that any Mortgagor maintain
earthquake or other additional insurance and shall be under no obligation itself
to maintain any such additional insurance on property acquired in respect of a
Mortgage Loan, other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the Servicer shall obtain and maintain a blanket policy consistent with prudent
industry standards insuring against hazard losses on all of the Mortgage Loans
in an aggregate amount prudent under industry standards, it shall (a)
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.04 and (b) if there shall have been a loss
which would have been covered by such policy, deposit in the Collection Account
without right of reimbursement, as the case may be, the amount not otherwise
payable under the blanket policy because of any deductible clause.


                                       35
<PAGE>


         Section 3.05. Assumption and Modification Agreements. In any case in
which a Mortgaged Property has been or is about to be conveyed by the Mortgagor,
the Servicer shall exercise its right to accelerate the maturity of such
Mortgage Loan consistent with the then current practice of the Servicer and
without regard to the inclusion of such Mortgage Loan in the Trust. If it elects
not to enforce its right to accelerate or if it is prevented from doing so by
applicable law, the Servicer (so long as such action conforms with the
underwriting standards generally acceptable in the industry at the time for new
origination) is authorized to take or enter into an assumption and modification
agreement from or with the Person to whom such Mortgaged Property has been or is
about to be conveyed, pursuant to which such Person becomes liable under the
Loan Agreement and, to the extent permitted by applicable law, the Mortgagor
remains liable thereon. The Servicer shall notify the Indenture Trustee that any
assumption and modification agreement has been completed by delivering to the
Indenture Trustee an Officer's Certificate signed by a Servicing Officer
certifying that such agreement is in compliance with this Section 3.05 and by
forwarding to the Indenture Trustee the original copy of such assumption and
modification agreement. Any such assumption and modification agreement shall,
for all purposes, be considered a part of the related Mortgage File to the same
extent as all other documents and instruments constituting a part thereof. No
change in the terms of the related Loan Agreement may be made by the Servicer in
connection with any such assumption to the extent that such change would not be
permitted to be made in respect of the original Loan Agreement pursuant to the
fourth paragraph of Section 3.01(a). Any fee collected by the Servicer for
entering into any such agreement will be retained by the Servicer as additional
servicing compensation.

         Section 3.06. Realization Upon Defaulted Mortgage Loans; Repurchase of
Certain Mortgage Loans. The Servicer shall foreclose upon or otherwise
comparably convert to ownership Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default when, in the opinion of the
Servicer based upon the practices and procedures referred to in the following
sentence, no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.02; provided, that if the Servicer has knowledge
or reasonably believes that any Mortgaged Property is affected by hazardous or
toxic wastes or substances and that the acquisition of such Mortgaged Property
would not be commercially reasonable, then the Servicer will not cause the Trust
to acquire title to such Mortgaged Property in a foreclosure or similar
proceeding. In connection with such foreclosure or other conversion, the
Servicer shall follow such practices (including, in the case of any default on a
related senior mortgage loan, the advancing of funds to correct such default)
and procedures as it shall deem necessary or advisable and as shall be normal
and usual in its general mortgage servicing activities. The foregoing is subject
to the proviso that the Servicer shall not incur any Liquidation Expenses or to
otherwise expend its own funds in connection with any foreclosure or towards the
correction of any default on a related senior mortgage loan or restoration of
any property unless it shall determine that such expenditure will increase Net
Liquidation Proceeds.


                                       36
<PAGE>


         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Indenture Trustee, or to its nominee on behalf of the
Trust.

         Section 3.07. Indenture Trustee to Cooperate. On or before each Payment
Date, the Servicer will notify the Indenture Trustee of the payment in full of
the Principal Balance of any Mortgage Loan during the preceding Collection
Period, which notification shall be by a certification (which certification
shall include a statement to the effect that all amounts received in connection
with such payment which are required to be deposited in the Collection Account
pursuant to Section 3.02 have been so deposited or credited) of a Servicing
Officer. Upon any such payment in full, the Servicer is authorized to execute,
pursuant to the authorization contained in Section 3.01, if the assignments of
Mortgage have been recorded as required hereunder, an instrument of satisfaction
regarding the related Mortgage, which instrument of satisfaction shall be
recorded by the Servicer if required by applicable law and be delivered to the
Person entitled thereto. It is understood and agreed that no expenses incurred
in connection with such instrument of satisfaction or transfer shall be
reimbursed from amounts deposited in the Collection Account. If the Indenture
Trustee is holding the Mortgage Files, from time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan, or in connection with the
payment in full of the Principal Balance of any Mortgage Loan, the Indenture
Trustee shall, upon request of the Servicer and delivery to the Indenture
Trustee of a Request for Release substantially in the form attached hereto as
Exhibit C signed by a Servicing Officer, release the related Mortgage File to
the Servicer and the Indenture Trustee shall execute such documents, in the
forms provided by the Servicer, as shall be necessary to the prosecution of any
such proceedings or the taking of other servicing actions. Such trust receipt
shall obligate the Servicer to return the Mortgage File to the Indenture Trustee
when the need therefor by the Servicer no longer exists unless the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that hereinabove specified, the trust receipt shall be
released by the Indenture Trustee.

         In order to facilitate the foreclosure of the Mortgage securing any
Mortgage Loan that is in default following recordation of the Assignment of
Mortgage in accordance with the provisions hereof, the Indenture Trustee shall,
if so requested in writing by the Servicer, execute an appropriate assignment in
the form provided to the Indenture Trustee by the Servicer to assign such
Mortgage Loan for the purpose of collection to the Servicer or to the related
subservicer (any such assignment shall unambiguously indicate that the
assignment is for the purpose of collection only), and, upon such assignment,
the Servicer will thereupon bring all required actions in its own name and
otherwise enforce the terms of the Mortgage Loan and deposit the Net Liquidation
Proceeds, exclusive of Foreclosure Profits, received with respect thereto in the
Collection Account. In the event that all delinquent payments due under any such
Mortgage Loan are paid by the Mortgagor and any other defaults are cured, then
the Servicer shall, within two Business Days, reassign such Mortgage Loan to the
Indenture Trustee and return the related Mortgage File to the place where it was
being maintained. After such reassignment, the Servicer, if requested by such
Residual Certificateholders and if offered suitable indemnification and
reimbursement for expenses, is authorized to seek a deficiency judgment if
permitted by law against the Mortgagor under such Liquidated Mortgage Loan on
behalf of the Residual Certificateholders to the extent of any losses on
liquidation of any Mortgage Loan.


                                       37
<PAGE>


         Section 3.08. Servicing Compensation; Payment of Certain Expenses by
Servicer. The Servicer shall be entitled to receive the Servicing Fee pursuant
to Section 3.03 as compensation for its services in connection with servicing
the Mortgage Loans. Moreover, additional servicing compensation in the form of
late payment charges or other receipts not required to be deposited in the
Collection Account (other than Foreclosure Profits) shall be retained by the
Servicer. The Servicer shall be required to pay all expenses incurred by it in
connection with its activities hereunder (including payment of all other fees
and expenses not expressly stated hereunder to be for the account of the
Noteholders, the Class S Certificateholders and the Residual Certificateholders)
and shall not be entitled to reimbursement therefor except as specifically
provided herein. Liquidation Expenses are reimbursable to the Servicer solely
from related Liquidation Proceeds of the related Mortgage Loan.

         Section 3.09. Annual Statement as to Compliance.

         (a) The Servicer will deliver to the Indenture Trustee, the Insurer and
the Rating Agencies, on or before November 30 of each year, beginning November
30, 2002, an Officer's Certificate stating that (i) a review of the activities
of the Servicer during the preceding fiscal year (or such shorter period as is
applicable in the case of the first report) and of its performance under this
Agreement has been made under such officer's supervision and (ii) to the best of
such officer's knowledge, based on such review, the Servicer has fulfilled all
of its material obligations under this Agreement throughout such fiscal year,
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof.

         (b) The Servicer shall deliver to the Indenture Trustee, the Insurer
and each of the Rating Agencies, promptly after having obtained knowledge
thereof, but in no event later than five Business Days thereafter, written
notice by means of an Officer's Certificate of any event which with the giving
of notice or the lapse of time or both, would become an Event of Servicing
Termination.

         Section 3.10. Annual Servicing Report. On or before November 30 of each
year, beginning November 30, 2002, the Servicer, at its expense, shall cause a
firm of nationally recognized independent public accountants (who may also
render other services to the Servicer) to furnish a report to the Indenture
Trustee, the Insurer and each Rating Agency to the effect that such firm has
examined certain documents and records relating to the servicing of mortgage
loans during the most recent fiscal year then ended under pooling and servicing
agreements (substantially similar to this Agreement, including this Agreement),
that such examination was conducted substantially in compliance with the audit
guide for audits of non-supervised mortgagees approved by the Department of
Housing and Urban Development for use by independent public accountants (to the
extent that the procedures in such audit guide are applicable to the servicing
obligations set forth in such agreements) and that such examination has
disclosed no items of noncompliance with the provisions of this Agreement which,
in the opinion of such firm, are material, except for such items of
noncompliance as shall be set forth in such report.


                                       38
<PAGE>


         Section 3.11. Annual Opinion of Counsel. On or before November 30 of
each year, beginning November 30, 2002, the Sponsor, at its expense, shall
deliver to the Indenture Trustee and the Insurer the applicable Opinion of
Counsel specified in Exhibit B hereto.

         Section 3.12. Access to Certain Documentation and Information Regarding
the Mortgage Loans.

         (a) Servicer shall provide to the Indenture Trustee, the Insurer, any
Noteholders or Class S Certificateholders that are federally insured savings and
loan associations, the Office of Thrift Supervision, successor to the Federal
Home Loan Bank Board, the FDIC and the supervisory agents and examiners of the
Office of Thrift Supervision access to the documentation regarding the Mortgage
Loans required by applicable regulations of the Office of Thrift Supervision and
the FDIC (acting as operator of the SAIF or the BIF), such access being afforded
without charge but only upon reasonable request and during normal business hours
at the offices of the Servicer. Nothing in this Section 3.12 shall derogate from
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors and the failure of the
Servicer to provide access as provided in this Section 3.12 as a result of such
obligation shall not constitute a breach of this Section 3.12.

         (b) The Servicer shall supply information in such form as the Indenture
Trustee shall reasonably request to the Indenture Trustee and the Note Paying
Agent, on or before the start of the Determination Date preceding the related
Payment Date, as is required in the Indenture Trustee's reasonable judgment to
enable the Note Paying Agent or the Indenture Trustee, as the case may be, to
make required distributions and to furnish the required reports to the
Noteholders and the Class S Certificateholders and to make any claim under the
Policy.

         Section 3.13. Maintenance of Certain Servicing Insurance Policies. The
Servicer shall maintain, at its own expense, a blanket fidelity bond (the
"Fidelity Bond") and an errors and omissions insurance policy, with broad
coverage with financially responsible companies on all officers, employees, or
other persons acting in any capacity with regard to the Mortgage Loans to handle
funds, money, documents and papers relating to the Mortgage Loans. The Fidelity
Bond and errors and omissions insurance policy shall be in the form of the
Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against
losses, including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 3.13 requiring the
Fidelity Bond and errors and omissions insurance policy shall diminish or
relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall
be at least equal to the corresponding amounts required by the Federal Home Loan
Mortgage Corporation in the Federal Home Loan Mortgage Corporation's
Seller/Servicer's Guide. Upon request of the Indenture Trustee or the Insurer,
the Servicer shall cause to be delivered to the Indenture Trustee or the Insurer
a certified true copy of the Fidelity Bond and errors and omissions insurance
policy and a statement from the surety and the insurer that such Fidelity Bond
and errors and omissions insurance policy shall in no event be terminated or
materially modified without thirty days' prior written notice to the Indenture
Trustee and the Insurer.



                                       39
<PAGE>

         Section 3.14. Reports to the SEC. GreenPoint Mortgage Funding, Inc., as
Manager under the Management Agreement, shall, on behalf of the Trust, cause to
be filed with the SEC any periodic reports required to be filed under the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC thereunder. Upon the request of the Manager, the
Indenture Trustee shall make available to the Manager and the Sponsor a copy of
the statement to the Certificateholder for each Distribution Date to be filed
with the SEC by the Manager as a Form 8-K Current Report of the Trust. The
Indenture Trustee and the Sponsor shall cooperate with the Manager in the
preparation of any such periodic reports and shall provide to the Manager in a
timely manner all such information or documentation as the Manager may
reasonably request in connection with the performance of its duties and
obligations under this Section.

         Section 3.15. Tax Returns. In accordance with Section 2.09 hereof, the
Servicer shall prepare and file any Federal, State or local income and franchise
tax return for the Trust as well as any other applicable return and apply for a
taxpayer identification number on behalf of the Trust as provided in Article V
of the Trust Agreement, including, without limitation, forms 1099 and 1065. The
Sponsor shall treat the Mortgage Loans as its property for all Federal, State or
local tax purposes and shall report all income earned thereon (including amounts
payable as fees to the Servicer) as its income for income tax purposes. In the
event the Trust shall be required pursuant to an audit or administrative
proceeding or change in applicable regulations to file Federal, State or local
tax returns, the Servicer shall prepare and file or shall cause to be prepared
and filed any tax returns required to be filed by the Trust; the Indenture
Trustee shall promptly sign such returns and deliver such returns after
signature to the Servicer and such returns shall be filed by the Servicer. The
Indenture Trustee shall also prepare or shall cause to be prepared all tax
information required by law to be distributed to Noteholders. In no event shall
the Indenture Trustee or the Servicer be liable for any liabilities, costs or
expenses of the Trust, the Noteholders, the Residual Certificateholders or the
Note Owners arising under any tax law, including, without limitation, Federal,
state or local income and franchise or excise taxes or any other tax imposed on
or measured by income (or any interest or penalty with respect thereto or
arising from a failure to comply therewith).

         Section 3.16. Information Required by the Internal Revenue Service
Generally and Reports of Foreclosures and Abandonments of Mortgaged Property.
The Servicer shall prepare and deliver all federal and state information reports
when and as required by all applicable state and federal income tax laws. In
particular, with respect to the requirement under Section 6050J of the Code to
the effect that the Servicer shall make reports of foreclosures and abandonments
of any mortgaged property for each year beginning in 2001, the Servicer shall
file reports relating to each instance occurring during the previous calendar
year in which the Servicer (i) on behalf of the Indenture Trustee acquires an
interest in any Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan, or (ii) knows or
has reason to know that any Mortgaged Property has been abandoned. The reports
from the Servicer shall be in form and substance sufficient to meet the
reporting requirements imposed by Section 6050J.


                                       40
<PAGE>

         Section 3.17. Reporting Requirements. For each Mortgage Loan, the
Servicer will accurately and fully report its borrower credit files to each of
Equifax Credit Information Services, Inc., TransUnion, LLC and Experion
Information Solution, Inc. (or their successors) in a timely manner on a monthly
basis.

         Section 3.18. Matters Relating to MERS Loans.

         (a) The Servicer further is authorized and empowered by the Indenture
Trustee and the Insurer, on behalf of the Noteholders, the Insurer and the
Indenture Trustee, in its own name or in the name of the subservicer, when the
Servicer believes it appropriate in its best judgment to register any Mortgage
Loan on the MERS(R) System, or cause the removal from the registration of any
Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the
Indenture Trustee, the Insurer and the Noteholders or any of them, any and all
instruments of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as nominee
for the Indenture Trustee and its successors and assigns.

         (b) In connection with the sale and assignment of any MERS Mortgage
Loan by the Sponsor to the Issuer, the Sponsor agrees that it will cause, at the
Trustee's expense, the MERS(R) System to indicate that such Mortgage Loans have
been assigned by the Sponsor to the Indenture Trustee in accordance with the
Indenture for the benefit of the Issuer Secured Parties by including (or
deleting, in the case of Mortgage Loans which are repurchased in accordance with
this Agreement) in such computer files the information required by the MERS(R)
System to identify the series of the Notes issued in connection with such
Mortgage Loans. The Sponsor further agrees that it will not, and will not permit
the Seller or the Servicer to, and the Seller and the Servicer agree that they
will not, alter the information referenced in this paragraph with respect to any
Mortgage Loan during the term of this Agreement unless and until such Mortgage
Loan is repurchased in accordance with the terms of this Agreement. If at any
time pursuant to Section 2.03, 2.05 or 2.07 the Sponsor repurchases a Mortgage
Loan that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to the Sponsor and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations or (ii) cause MERS to designate on the MERS(R) System the
Sponsor (or any party indicated by the Sponsor) as the beneficial holder of such
Mortgage Loan.

         (c) In connection with the termination or resignation of the Servicer
hereunder, either (i) the successor Servicer, including the Indenture Trustee if
the Indenture Trustee is acting as successor Servicer, shall represent and
warrant that it is a member of MERS in good standing and shall agree to comply
in all material respects with the rules and procedures of MERS in connection
with the servicing of the Mortgage Loans that are registered with MERS, or (ii)
the predecessor Servicer shall cooperate with the successor Servicer either (x)
in causing MERS to execute and deliver an assignment of Mortgage in recordable
form to transfer the Mortgage from MERS to the Indenture Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS(R) System to the successor Servicer or (y) in
causing MERS to designate on the MERS(R) System the successor Servicer as the
servicer of such Mortgage Loan.



                                       41
<PAGE>

                                   ARTICLE IV

                              SERVICING CERTIFICATE

         Section 4.01. Servicing Certificate. Not later than seven (7) Business
Days prior to the Payment Date, the Servicer shall deliver to the Indenture
Trustee, a Servicing Certificate (in written form or the form of computer
readable media or such other form as may be agreed to by the Indenture Trustee
and the Servicer), together with an Officer's Certificate to the effect that
such Servicing Certificate is true and correct in all material respects, stating
the related Collection Period, Payment Date, the series number of the Notes, the
date of this Agreement, and:

                  (i) the aggregate amount of collections received on the
         Mortgage Loans on or prior to the Determination Date in respect of such
         Collection Period;

                  (ii) the aggregate amount of (a) Interest Collections and (b)
         Principal Collections for such Collection Period;

                  (iii) the Principal Collections for such Payment Date,
         separately stating the components thereof;

                  (iv) any accrued and unpaid Servicing Fees for previous
         Collection Periods and the Servicing Fee for such Collection Period;

                  (v) the related Pool Balance for each Pool as of the end of
         the preceding Collection Period and as of the end of the second
         preceding Collection Period;

                  (vi) the aggregate amount of Additional Balances created
         during the previous Collection Period;

                  (vii) by Pool and in the aggregate, the number and aggregate
         Principal Balances of Mortgage Loans (A) as to which the Minimum
         Monthly Payment is delinquent for 30-59 days, 60-89 days, 90-119 days,
         120-149 days, 150-179 days and 180 or more days respectively and (B)
         that have become REO, in each case as of the end of the preceding
         Collection Period; (C) as to which foreclosure proceedings have been
         commenced, and (D) in bankruptcy and delinquent as of the close of
         business on the last day of the calendar month preceding such
         Distribution Date;

                  (viii) the amount to be paid to the Servicer pursuant to
         Section 8.7(c)(xi) of the Indenture;


                                       42
<PAGE>

                  (ix) the number and Principal Balances of any Mortgage Loans
         removed to the Sponsor pursuant to Section 2.07;

In addition, on the Servicing Certificates delivered in December 2001, January
2002 and February 2002, the Servicer shall also indicate (i) the amount on
deposit in the Pre-Funding Account as of such Payment Date and (ii) the
aggregate of the Principal Balances of any Subsequent Mortgage Loans purchased
during the related Collection Period.

         The Indenture Trustee shall conclusively rely upon the information
contained in a Servicing Certificate for purposes of making distributions
pursuant to Section 8.7 of the Indenture, shall have no duty to inquire into
such information and shall have no liability in so relying. The format and
content of the Servicing Certificate may be modified by the mutual agreement of
the Servicer, the Indenture Trustee and the Insurer. The Servicer shall give
notice of any such change to the Rating Agencies.

         Section 4.02. Reserved.

         Section 4.03. Reserved.

         Section 4.04. Loan Data Remittance Report. On the seventh Business Day
before each Payment Date (the "Loan Data Remittance Date") by noon Eastern
Standard time, the Servicer shall furnish a report (the "Loan Data Remittance
Report") in the form attached as Exhibit F to this Agreement to the Insurer and
the Indenture Trustee by electronic medium as agreed to by the Servicer, the
Indenture Trustee and the Insurer.

         Section 4.05. Reserve Fund.

         (a) Amounts on deposit in the Reserve Fund will, at the direction of
the Servicer, be invested in Eligible Investments maturing no later than the day
before the next Payment Date or on such Payment Date if approved by the Rating
Agencies and the Insurer.

         All income and gain realized from any investment of funds in the
Reserve Fund shall be considered part of the Reserve Fund until released
pursuant to the Indenture. Following that point all earnings shall go to the
Sponsor. The Sponsor will report for Federal, state and local income tax
purposes the income, if any, represented by the Reserve Fund.

         (b) Following the termination of the Trust pursuant to Section 7.01
hereof, the Indenture Trustee shall withdraw all amounts then on deposit in the
Reserve Fund pursuant to the Indenture.

                                   ARTICLE V

                          THE SERVICER AND THE SPONSOR

         Section 5.01. Liability of the Servicer and the Sponsor. The Servicer
shall be liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by the Servicer herein. The Sponsor
shall be liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by the Sponsor.


                                       43
<PAGE>

         Section 5.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or the Sponsor. Any corporation into which the
Servicer or the Sponsor may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer or
the Sponsor shall be a party, or any corporation succeeding to the business of
the Servicer or the Sponsor, shall be the successor of the Servicer or the
Sponsor, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

         Section 5.03. Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors or officers or employees or agents
of the Servicer shall be under any liability to the Trust or the Noteholders or
Residual Certificateholders for any action taken or for refraining from the
taking of any action by the Servicer in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not
protect the Servicer or any such Person against any breach of representations
and warranties made herein, or against any specific liability imposed on the
Servicer for a breach of its servicing under this Agreement or against liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Servicer or by reason of reckless
disregard of obligations and duties of the Servicer hereunder. The Servicer and
any director or officer or employee or agent of the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Servicer and any
director or officer or employee or agent of the Servicer shall be indemnified by
the Trust and held harmless against any loss, liability or expense incurred in
connection with any legal action relating to this Agreement or the Notes, other
than any loss, liability or expense related to any specific Mortgage Loan
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of its willful misfeasance, bad faith or negligence, breach of
representations and warranties made herein, or against any specific liability
imposed on the Servicer for a breach of its servicing under this Agreement or
against in the performance of duties hereunder or by reason of its reckless
disregard of obligations and duties hereunder. The Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to duties to service the Mortgage Loans in accordance with this
Agreement, and which in its opinion may involve it in any expense or liability;
provided, however, that the Servicer may in its sole discretion undertake any
such action which it may deem necessary or desirable in respect of this
Agreement, and the rights and duties of the parties hereto and the interests of
the Noteholders, the Class S Certificateholders and Residual Certificateholders
hereunder. In such event, the reasonable legal expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust and the Servicer shall only be entitled to be reimbursed therefor
pursuant to Section 8.7(d)(xii) of the Indenture. The Servicer's right to
indemnity or reimbursement pursuant to this Section 5.03 shall survive any
resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with
respect to any losses, expenses, costs or liabilities arising prior to such
resignation or termination (or arising from events that occurred prior to such
resignation or termination).



                                       44
<PAGE>

         Section 5.04. Servicer Not to Resign. Subject to the provisions of
Section 5.02, the Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that the performance of its
obligations or duties hereunder are no longer permissible under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer so causing such a conflict being of a type and nature
carried on by the Servicer or its subsidiaries or Affiliates at the date of this
Agreement or (ii) upon satisfaction of the following conditions: (a) the
Servicer has proposed a successor servicer to the Indenture Trustee and the
Insurer in writing and such proposed successor servicer is reasonably acceptable
to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter
to the Indenture Trustee and the Insurer prior to the appointment of the
successor servicer stating that the proposed appointment of such successor
servicer as Servicer hereunder will not result in the qualification, reduction
or withdrawal of the then current rating of the Notes without regard to the
Policy; and (c) such proposed successor servicer is reasonably acceptable to the
Insurer, as evidenced by a letter from each to the Indenture Trustee; provided,
however, that no such resignation by the Servicer shall become effective until
the Indenture Trustee or successor servicer designated by the Servicer as
provided above shall have assumed the Servicer's responsibilities and
obligations hereunder or the Indenture Trustee shall have designated a successor
servicer in accordance with Section 6.02. Any such resignation shall not relieve
the Servicer of responsibility for any of the obligations specified in Sections
6.01 and 6.02 as obligations that survive the resignation or termination of the
Servicer. Any such determination permitting the resignation of the Servicer
pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such
effect delivered to the Indenture Trustee and the Insurer. The Servicer shall
have no claim (whether by subrogation or otherwise) or other action against any
Noteholder, Class S Certificateholder or Residual Certificateholder for any
amounts paid by the Servicer pursuant to any provision of this Agreement.

         Section 5.05. Delegation of Duties. In the ordinary course of business,
the Servicer at any time may delegate any of its duties hereunder to any Person,
including any of its Affiliates, or any subservicer referred to in Section 3.01,
who agrees to conduct such duties in accordance with standards comparable to
those with which the Servicer complies pursuant to Section 3.01. Such delegation
shall not relieve the Servicer of its liabilities and responsibilities with
respect to such duties and shall not constitute a resignation within the meaning
of Section 5.04. The Servicer's delegation of any of its duties hereunder to any
subservicer shall be subject to the prior approval of the Insurer. The Servicer
shall terminate its delegation of any of its duties hereunder to any subservicer
at the Insurer's reasonable request.

         Section 5.06. Indemnification of the Trust by the Servicer. The
Servicer shall indemnify and hold harmless the Trust, the Owner Trustee and the
Indenture Trustee from and against any loss, liability, expense, damage or
injury suffered or sustained by reason of the Servicer's activities or omissions
in servicing or administering the Mortgage Loans that are not in accordance with
this Agreement or breach of representations and warranties made herein,
including, but not limited to, any judgment, award, settlement, reasonable
attorneys' fees and expenses and other costs or expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim. Any
such indemnification, including any amounts the Issuer shall cause the Servicer
to pay pursuant to Section 6.7 of the Indenture, shall not be payable from the
assets of the Trust. The provisions of this indemnity shall run directly to and
be enforceable by an injured party subject to the limitations hereof. The
provisions of this Section 5.06 shall survive termination of this Agreement.



                                       45
<PAGE>

         Section 5.07. Indemnification of the Trust by the Sponsor.
Notwithstanding anything to the contrary contained herein, the Sponsor (i)
agrees to be liable directly to the injured party for the entire amount of any
losses, claims, damages, liabilities and expenses of the Trust (other than those
attributable to a Noteholder as a result of defaults on the Mortgage Loans) to
the extent that the Sponsor would be liable if the Trust were a partnership
under the Delaware Revised Uniform Limited Partnership Act in which the Sponsor
was a general partner and (ii) shall indemnify and hold harmless the Trust, the
Owner Trustee and the Indenture Trustee from and against any loss, liability,
expense, damage, claim or injury (other than those attributable to a Noteholder
as a result of defaults on the Mortgage Loans) arising out of or based on this
Agreement by reason of any acts, omissions, or alleged acts or omissions arising
out of activities of the Trust, the Owner Trustee or the Indenture Trustee, or
the actions of the Servicer, including, but not limited to, amounts payable to
the Servicer pursuant to Section 5.03, any judgment, award, settlement,
reasonable attorneys' fees and expenses and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim; provided that the Sponsor shall not indemnify the Owner Trustee or the
Indenture Trustee (but shall indemnify any other injured party) if such loss,
liability, expense, damage or injury is due to the Owner Trustee's or the
Indenture Trustee's willful malfeasance, bad faith or negligence, breach of
representations and warranties made herein, or against any specific liability
imposed on the Owner Trustee or Indenture Trustee for a breach of its
obligations hereunder. The provisions of this indemnity shall run directly to
and be enforceable by an injured party subject to the limitations hereof.


                                       46
<PAGE>


         Section 5.08. Limitation on Liability of the Sponsor. None of the
directors or officers or employees or agents of the Sponsor shall be under any
liability to the Trust, the Owner Trustee or the Indenture Trustee, the
Noteholders, the Class S Certificateholders or the Residual Certificateholders,
it being expressly understood that all such liability is expressly waived and
released as a condition of, and as consideration for, the execution of this
Agreement and the issuance of the Notes; provided, however, that this provision
shall not protect any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith, negligence or breach of
representations and warranties made herein, or against any specific liability
imposed on such Person in the performance of the duties hereunder. Except as
provided in Section 5.07, the Sponsor shall not be under any liability to the
Trust, the Owner Trustee or the Indenture Trustee or the Noteholders or the
Class S Certificateholders or the Residual Certificateholders for any action
taken or for refraining from the taking of any action in its capacity as Sponsor
pursuant to this Agreement whether arising from express or implied duties under
this Agreement; provided, however, that this provision shall not protect the
Sponsor against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties hereunder. The
Sponsor and any director or officer or employee or agent of the Sponsor may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.

                                   ARTICLE VI

                              SERVICING TERMINATION

         Section 6.01. Events of Servicing Termination. If any one of the
following events ("Events of Servicing Termination") shall occur and be
continuing:

                  (i) Any failure by the Servicer to deposit in the Collection
         Account any deposit required to be made under the terms of this
         Agreement which continues unremedied for a period of one Business Day
         after the date upon which written notice of such failure shall have
         been given to the Servicer by the Indenture Trustee or to the Servicer
         and the Indenture Trustee by the Insurer or Holders of Notes evidencing
         more than 25% of the Principal Balance of the Notes instruct otherwise;
         or

                  (ii) Failure on the part of the Servicer or the Sponsor duly
         to observe or perform any covenants or agreements of the Servicer or
         Sponsor set forth in the Notes or in this Agreement, which failure
         continues unremedied for a period of 15 days after the date on which
         written notice of such failure, requiring the same to be remedied, and
         stating that such notice is a "Notice of Default" hereunder, shall have
         been given to the Servicer by the Indenture Trustee or to the Servicer
         and the Indenture Trustee by the Insurer or the Holders of Notes
         evidencing more than 25% of the Principal Balance of the Notes;
         provided, that a failure on the part of the Sponsor to perform its
         obligations under Section 2.03 or 2.05 hereof shall not be subject to
         the 15 day cure period;

                  (iii) The entry against the Servicer of a decree or order by a
         court or agency or supervisory authority having jurisdiction in the
         premises for the appointment of a trustee, conservator, receiver or
         liquidator in any insolvency, conservatorship, receivership,
         readjustment of debt, marshalling of assets and liabilities or similar
         proceedings, or for the winding up or liquidation of its affairs, and
         the continuance of any such decree or order unstayed and in effect for
         a period of 60 consecutive days;


                                       47
<PAGE>


                  (iv) The consent by the Servicer to the appointment of a
         trustee, conservator, receiver or liquidator in any insolvency,
         conservatorship, receivership, readjustment of debt, marshalling of
         assets and liabilities or similar proceedings of or relating to the
         Servicer or of or relating to substantially all of its property; or the
         Servicer 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;

                  (v) The entry against the Sponsor of a decree or order by a
         court or agency or supervisory authority having jurisdiction in the
         premises for the appointment of a trustee, conservator, receiver or
         liquidator in any insolvency, conservatorship, receivership,
         readjustment of debt, marshalling of assets and liabilities or similar
         proceedings, or for the winding up or liquidation of its affairs, and
         the continuance of any such decree or order unstayed and in effect for
         a period of 60 consecutive days;

                  (vi) The consent by the Sponsor to the appointment of a
         trustee, conservator, receiver or liquidator in any insolvency,
         conservatorship, receivership, readjustment of debt, marshalling of
         assets and liabilities or similar proceedings of or relating to the
         Sponsor or of or relating to substantially all of its property; or the
         Sponsor 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;

                  (vii) Aggregate Realized Losses over any one twelve-month
         period exceed 1.00% of the sum of (a) the aggregate Initial Pool
         Balances and (b) the Original Pre-Funded Amount;

                  (viii) The Three Month Rolling Delinquency Rate exceeds 3.25%;

                  (ix) Cumulative Realized Losses over all Pools in the
         aggregate exceed the following percentage of the sum of (a) the
         aggregate Initial Pool Balances and (b) the Original Pre-Funded Amount,
         on any Payment Date as set forth below:

                                                  Cumulative Realized
                     Payment Date                   Loss Percentage
                     ------------                 -------------------
                   1st through 36th                      2.00%
                  37th through 48th                      2.50%
                  49th through 60th                      3.00%
                 61st and thereafter                     3.50%


                                       48
<PAGE>

                  (x) GreenPoint Bank fails 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;

                  (xi) GreenPoint Bank, GreenPoint Financial Corp. or its
         affiliates fail to pay any principal amount of at least $1,000,000 when
         due, subject to the applicable grace period, if any, specified in the
         agreement or other instrument relating to such debt and shall continue
         after the applicable grace period if the effect of such event is to
         accelerate the maturity and repayment of such debt before the stated
         maturity thereof;

                  (xii) GreenPoint Bank shall no longer own 100% of the Servicer
         either directly or indirectly;

                  (xiii) GreenPoint Bank shall sell the servicing platform of
         the Servicer to a Person not affiliated with the Bank who is not
         acceptable to the Insurer;

                  (xiv) A subservicer is contracted to service loans in
         securitizations sponsored by the Sponsor and insured by the Insurer and
         such subservicer is not acceptable to the Insurer;

                  (xv) Any failure by the Servicer to obtain the prior written
         consent of the Insurer prior to the merger or consolidation of the
         Servicer with, or the acquisition of the Servicer by, any entity that
         is not 100% owned, directly or indirectly, by GreenPoint Financial
         Corp.

                  (xvi) Any governmental authority, including the Federal
         Deposit Insurance Corporation or any other governmental authority with
         regulatory powers over the GreenPoint Bank, GreenPoint Financial Corp.
         or its affiliates, shall take any mandatory or discretionary
         supervisory action against the GreenPoint Bank, GreenPoint Financial
         Corp. or its affiliates including, without limitation, by cease and
         desist order, memorandum or understanding, capital directive or
         directive to take prompt corrective action, which action, in the
         reasonable opinion of the Insurer, would have a material adverse impact
         on (A) the business, operations or financial condition of the
         GreenPoint Bank or the Servicer or (B) the ability of GreenPoint Bank
         or the Servicer to perform its obligations under any transaction
         document to which it is a party; or

                  (xvii) GreenPoint Bank's credit ratings fall below investment
         grade by Moody's or S&P;

then, and in each and every such case, so long as an Event of Servicing
Termination shall not have been remedied by the Servicer, either the Indenture
Trustee, the Insurer or the Holders of Notes evidencing more than 50% of the
Outstanding Amount of the Notes, in each case with the consent of the Insurer,
by notice then given in writing to the Servicer (and to the Indenture Trustee if
given by the Insurer or the Holders of Notes) may terminate all of the rights
and obligations of the Servicer as servicer under this Agreement. Any such
notice to the Servicer shall also be given to each Rating Agency and the
Insurer. On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether

                                       49
<PAGE>

with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and
be vested in the Indenture Trustee pursuant to and under this Section 6.01; and,
without limitation, the Indenture Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Mortgage Loan and related documents, or otherwise. The Servicer agrees to
cooperate with the Indenture Trustee in effecting the termination of the
responsibilities and rights of the Servicer hereunder, including, without
limitation, the transfer to the Indenture Trustee for the administration by it
of all cash amounts that shall at the time be held by the Servicer to be
deposited by it in the Collection Account, or that have been deposited by the
Servicer in the Collection Account or thereafter received by the Servicer with
respect to the Mortgage Loans. All reasonable costs and expenses (including
attorneys' fees and expenses) incurred in connection with amending this
Agreement to reflect such succession as Servicer pursuant to this Section 6.01
shall be paid by the predecessor Servicer (or if the predecessor Servicer is the
Indenture Trustee, the initial Servicer) upon presentation of reasonable
documentation of such costs and expenses.

         Notwithstanding the foregoing, a delay in or failure of performance
under Section 6.01(i) for a period of one Business Day or under Section 6.01(ii)
for a period of 15 days, shall not constitute an Event of Servicing Termination
if such delay or failure could not be prevented by the exercise of reasonable
diligence by the Servicer and such delay or failure was caused by an act of God
or the public enemy, acts of declared or undeclared war, public disorder,
rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes or floods. The preceding sentence shall not relieve the Servicer
from using its best efforts to perform its respective obligations in a timely
manner in accordance with the terms of this Agreement and the Servicer shall
provide the Indenture Trustee, the Sponsor, the Insurer and the Noteholders and
Residual Certificateholders with an Officer's Certificate giving prompt notice
of such failure or delay by it, together with a description of its efforts to so
perform its obligations. The Servicer shall immediately notify the Indenture
Trustee and the Insurer in writing of any Events of Servicing Termination.

         Section 6.02. Indenture Trustee to Act; Appointment of Successor.

         (a) On and after the time the Servicer receives a notice of termination
pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture
Trustee shall be the successor in all respects to the Servicer in its capacity
as servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof.
Notwithstanding the above, if the Indenture Trustee becomes the Servicer
hereunder, it shall have no responsibility or obligation (i) of repurchase or
substitution with respect to any Mortgage Loan, (ii) with respect to any
representation or warranty of the Servicer, and (iii) for any act or omission of
either a predecessor or successor Servicer other than the Indenture Trustee. As
compensation therefor, the Indenture Trustee shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. In addition, the Indenture Trustee will be
entitled to compensation with respect to its expenses in connection with
conversion of certain information, documents and record keeping, as provided in
Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the


                                       50
<PAGE>


Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the
Insurer is unwilling to have the Indenture Trustee act as successor Servicer or
(iii) if the Indenture Trustee is legally unable so to act, the Indenture
Trustee may with the consent of the Insurer (in the situation described in
clauses (i) or (ii)) or shall (in the situation described in clause (iii))
appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution, bank or other mortgage loan or
home equity loan servicer with all licenses and permits required to perform its
obligations under this Agreement and having a net worth of not less than
$15,000,000 as the successor to the Servicer hereunder in the assumption of all
or any part of the responsibilities, duties or liabilities of the Servicer
hereunder; provided that any such successor Servicer shall be acceptable to the
Insurer, as evidenced by its prior written consent, which consent shall not be
unreasonably withheld; and provided, further, that the appointment of any such
successor Servicer will not result in the qualification, reduction or withdrawal
of the ratings assigned to the Notes by the Rating Agencies without regard to
the Policy. Pending appointment of a successor to the Servicer hereunder, unless
the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the successor shall be entitled to receive
compensation out of payments on Mortgage Loans in an amount equal to the
compensation which the Servicer would otherwise have received pursuant to
Section 3.08 (or such lesser compensation as the Indenture Trustee and such
successor shall agree). The Indenture Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.

         (b) Any successor, including the Indenture Trustee, to the Servicer as
servicer shall during the term of its service as servicer (i) continue to
service and administer the Mortgage Loans for the benefit of the Noteholders,
the Class S Certificateholders and Residual Certificateholders and the Insurer
and (ii) maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.13. The appointment
of a successor Servicer shall not affect any liability of the predecessor
Servicer which may have arisen under this Agreement prior to its termination as
Servicer (including, without limitation, any deductible under an Insurance
Policy pursuant to Section 3.04), nor shall any successor Servicer be liable for
any acts or omissions of the predecessor Servicer or for any breach by such
Servicer of any of its representations or warranties contained herein.

         Section 6.03. Notification to Noteholders and Residual
Certificateholders. Upon any termination or appointment of a successor to the
Servicer pursuant to this Article VI or Section 5.04, the Indenture Trustee
shall give prompt written notice thereof to the Noteholders, the Class S
Certificateholders and the Residual Certificateholders (at their respective
addresses appearing in the Note Register and in the Residual Certificate
Register), the Insurer and each Rating Agency.


                                       51
<PAGE>

                                  ARTICLE VII

                                   TERMINATION

         Section 7.01. Termination.

         (a) The respective obligations and responsibilities of the Servicer,
the Sponsor and the Indenture Trustee created hereby (other than the obligation
of the Indenture Trustee to make certain payments to Noteholders and the Class S
Certificateholders after the final Payment Date and the obligation of the
Servicer to send certain notices as hereinafter set forth) shall terminate upon
the last action required to be taken by the Indenture Trustee on the final
Payment Date pursuant to this Article VII following the later of (A) the Payment
Date following payment in full of all amounts owing to the Insurer under the
Insurance Agreement and (B) the earliest of (i) the transfer, under the
conditions specified in Section 7.01(b), to the Sponsor of the Noteholders' or
Class S Certificateholders' interest in each Mortgage Loan and all property
acquired in respect of any Mortgage Loans remaining in each of Pool I, Pool II
and Pool III, (ii) the day following the Payment Date on which the distribution
made to Noteholders has reduced the Class A-1 Note Principal Balance, the Class
A-2 Note Principal Balance and the Class A-3 Note Principal Balance to zero and
the amount due and owing to the Class S Certificateholders is zero and no other
amounts are owed to the Noteholders or the Class S Certificateholders hereunder,
and no other amounts are owed to the Insurer pursuant to the Insurance Agreement
and Section 8.7 of the Indenture, (iii) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust (including, without limitation,
the disposition of the Mortgage Loans pursuant to Section 5.4 of the Indenture)
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (iv) the Payment Date in November 2027;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the date of death of the last surviving
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof. Upon termination in
accordance with clause (a)(B)(i) of this Section 7.01, the Indenture Trustee
shall execute such documents and instruments of transfer presented by the
Sponsor, in each case without recourse, representation or warranty, and take
such other actions as the Sponsor may reasonably request to effect the transfer
of the Mortgage Loans to the Sponsor.

         (b)      (i) Subject to Section 7.01(d), the Sponsor shall have the
         right to effect the transfer to the Sponsor of each Pool I Mortgage
         Loan on any Payment Date on or after the Payment Date immediately prior
         to which the Class A-1 Note Principal Balance is less than or equal to
         ten percent (10%) of the Original Class A-1 Note Principal Balance. If
         the Sponsor elects to exercise its right it will notify the Issuer, the
         Servicer, the Indenture Trustee and the Insurer no later than
         thirty-five (35) days prior to the Payment Date on which the transfer
         is to take place. The Indenture Trustee will make the transfer on such
         Payment Date subject to Section 7.01(d) and provided that the
         Redemption Price for the Class A-1 Notes has been deposited with it not
         less than five (5) Business Days prior to such Payment Date.

                  (ii) Subject to Section 7.01(d), the Sponsor shall have the
         right to effect the transfer to the Sponsor of each Pool II Mortgage
         Loan on any Payment Date on or after the Payment Date immediately prior
         to which the Class A-2 Note Principal Balance is less than or equal to
         ten percent (10%) of the Original Class A-2 Note Principal Balance. If
         the Sponsor elects to exercise its right it will notify the Issuer, the
         Servicer, the Indenture Trustee and the Insurer no later than
         thirty-five (35) days prior to the Payment Date on which the transfer
         is to take place. The Indenture Trustee will make the transfer on such
         Payment Date subject to Section 7.01(d) and provided that the
         Redemption Price for the Class A-2 Notes has been deposited with it not
         less than five (5) Business Days prior to such Payment Date.


                                       52
<PAGE>

                  (iii) Subject to Section 7.01(d), the Sponsor shall have the
         right to effect the transfer to the Sponsor of each Pool III Mortgage
         Loan on any Payment Date on or after the Payment Date immediately prior
         to which the Class A-3 Note Principal Balance is less than or equal to
         ten percent (10%) of the Original Class A-3 Note Principal Balance. If
         the Sponsor elects to exercise its right it will notify the Issuer, the
         Servicer, the Indenture Trustee and the Insurer no later than
         thirty-five (35) days prior to the Payment Date on which the transfer
         is to take place. The Indenture Trustee will make the transfer on such
         Payment Date subject to Section 7.01(d) and provided that the
         Redemption Price for the Class A-3 Notes has been deposited with it not
         less than five (5) Business Days prior to such Payment Date.

         (c) The Sponsor, at its expense, shall prepare and deliver to the
Indenture Trustee for execution, at the time the related Mortgage Loans are to
be released to the Sponsor, appropriate documents assigning each such Mortgage
Loan from the Indenture Trustee to the Sponsor and shall promptly record such
assignments.

         (d) The Sponsor shall not exercise its right to repurchase the Mortgage
Loans in a Pool pursuant to Section 7.01(b) hereof if (a) such repurchase would
result in a draw on the Policy, without the consent of the Insurer, which
consent shall not be unreasonably withheld, (b) any Reimbursement Amount due to
the Insurer would not be fully satisfied pursuant to the repurchase, or (c) the
Overcollateralization Amount for the other Pools at such time does not at least
equal the Specified Overcollateralization Amount for each such Pool (unless the
Insurer waives such requirement).

                                  ARTICLE VIII

                      ADMINISTRATIVE DUTIES OF THE SERVICER

         Section 8.01. Administrative Duties.

         (a) Duties with Respect to the Indenture. The Servicer shall perform
all its duties and the duties of the Issuer under the Indenture. In addition,
the Servicer shall consult with the Owner Trustee as the Servicer deems
appropriate regarding the duties of the Issuer under the Indenture. The Servicer
shall monitor the performance of the Issuer and shall advise the Owner Trustee
when action is necessary to comply with the Issuer's duties under the Indenture.
The Servicer shall prepare for execution by the Issuer or shall cause the
preparation by other appropriate Persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of
the foregoing, the Servicer shall take all necessary action that is the duty of
the Issuer to take pursuant to the Indenture.


                                       53
<PAGE>

         (b) Duties with Respect to the Issuer.

                  (i) In addition to the duties of the Servicer set forth in
         this Agreement or any of the Basic Documents, the Servicer shall
         perform such calculations and shall prepare for execution by the Issuer
         or the Owner Trustee or shall cause the preparation by other
         appropriate Persons of all such documents, reports, filings,
         instruments, certificates and opinions as it shall be the duty of the
         Issuer or the Owner Trustee to prepare, file or deliver pursuant to
         this Agreement or any of the Basic Documents or under state and federal
         tax and securities laws, and at the request of the Owner Trustee shall
         take all appropriate action that it is the duty of the Issuer to take
         pursuant to this Agreement or any of the Basic Documents, including,
         without limitation, pursuant to Sections 2.6 and 2.11 of the Trust
         Agreement. In accordance with the directions of the Issuer or the Owner
         Trustee, the Servicer shall administer, perform or supervise the
         performance of such other activities in connection with the Mortgage
         Loans (including the Basic Documents) as are not covered by any of the
         foregoing provisions and as are expressly requested by the Issuer or
         the Owner Trustee and are reasonably within the capability of the
         Servicer.

                  (ii) Notwithstanding anything in this Agreement or any of the
         Basic Documents to the contrary, the Servicer shall be responsible for
         promptly notifying the Owner Trustee and the Indenture Trustee and the
         Insurer in the event that any withholding tax is imposed on the
         Issuer's payments (or allocations of income) to a Residual
         Certificateholder (as defined in the Trust Agreement) as contemplated
         by this Agreement. Any such notice shall be in writing and specify the
         amount of any withholding tax required to be withheld by the Owner
         Trustee or the Indenture Trustee pursuant to such provision.

                  (iii) Notwithstanding anything in this Agreement or the Basic
         Documents to the contrary, the Servicer shall be responsible for
         performance of the duties of the Issuer or the Sponsor set forth in
         Section 5.1(a), (b), (c) and (d) of the Trust Agreement with respect
         to, among other things, accounting and reports to Residual
         Certificateholders (as defined in the Trust Agreement).

                  (iv) The Servicer shall perform the duties of the Sponsor
         specified in Section 11.2 of the Trust Agreement required to be
         performed in connection with the resignation or removal of the Owner
         Trustee, and any other duties expressly required to be performed by the
         Servicer under this Agreement or any of the Basic Documents.

                  (v) In carrying out the foregoing duties or any of its other
         obligations under this Agreement, the Servicer may enter into
         transactions with or otherwise deal with any of its Affiliates;
         provided, however, that the terms of any such transactions or dealings
         shall be in accordance with any directions received from the Issuer and
         shall be, in the Servicer's opinion, no less favorable to the Issuer in
         any material respect.


                                       54
<PAGE>

         (c) Non-Ministerial Matters. With respect to matters that in the
reasonable judgment of the Servicer are non-ministerial, the Servicer shall not
take any action pursuant to this Article VIII unless within a reasonable time
before the taking of such action, the Servicer shall have notified the Owner
Trustee and the Insurer of the proposed action and the Owner Trustee and the
Insurer shall not have withheld consent or provided an alternative direction.
For the purpose of the preceding sentence, "non-ministerial matters" shall
include:

                  (A) the amendment of or any supplement to the Indenture;

                  (B) the initiation of any claim or lawsuit by the Issuer and
         the compromise of any action, claim or lawsuit brought by or against
         the Issuer (other than in connection with the collection of the
         Mortgage Loans);

                  (C) the amendment, change or modification of this Agreement or
         any of the Basic Documents;

                  (D) the appointment of successor Note Registrars, successor
         Paying Agents and successor Indenture Trustees pursuant to the
         Indenture or the appointment of successor Servicers or the consent to
         the assignment by the Note Registrar, Paying Agent or Indenture Trustee
         of its obligations under the Indenture; and

                  (E) the removal of the Indenture Trustee.

         (d) Exceptions. Notwithstanding anything to the contrary in this
Agreement, except as expressly provided herein or in the other Basic Documents,
the Servicer, in its capacity hereunder, shall not be obligated to, and shall
not, (1) make any payments to the Noteholders, the Class S Certificateholders or
the Residual Certificateholders under the Basic Documents, (2) sell the Trust
Property pursuant to Section 5.4 of the Indenture, (3) take any other action
that the Issuer directs the Servicer not to take on its behalf or (4) in
connection with its duties hereunder assume any indemnification obligation of
any other Person.

         (e) The Indenture Trustee or any successor Servicer shall not be
responsible for any obligations or duties of the Servicer under Section 8.01.

         Section 8.02. Records. The Servicer shall maintain appropriate books of
account and records relating to services performed under this Agreement, which
books of account and records shall be accessible for inspection by the Issuer,
the Insurer and the Indenture Trustee at any time during normal business hours.

         Section 8.03. Additional Information to be Furnished to the Issuer. The
Servicer shall furnish to the Issuer and the Indenture Trustee from time to time
such additional information regarding the Mortgage Loans as the Issuer and the
Indenture Trustee shall reasonably request.



                                       55
<PAGE>

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         Section 9.01. Amendment. This Agreement may be amended from time to
time by agreement among the Sponsor, the Servicer, and the Indenture Trustee, in
each case without notice to or the consent of any of the Noteholders, the Class
S Certificateholders or Residual Certificateholders, but only with the consent
of the Insurer (which consent shall not be unreasonably withheld), (i) to cure
any ambiguity, (ii) to correct any defective provisions or to correct or
supplement any provisions herein that may be inconsistent with any other
provisions herein, (iii) to add to the duties of the Sponsor or the Servicer,
(iv) to add any other provisions with respect to matters or questions arising
under this Agreement or the Policy, as the case may be, which shall not be
inconsistent with the provisions of this Agreement, (v) to add or amend any
provisions of this Agreement as required by any Rating Agency or any other
nationally recognized statistical rating organization in order to maintain or
improve any rating of the Notes (it being understood that, after obtaining the
ratings in effect on the Closing Date, neither the Indenture Trustee, the
Sponsor nor the Servicer is obligated to obtain, maintain or improve any such
rating) or (vi) to comply with any requirement imposed by the Code; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel,
materially and adversely affect the interests of any Noteholder, any Residual
Certificateholder, any Class S Certificateholder, or the Insurer; and provided,
further, that the amendment shall be deemed not to adversely affect in any
material respect the interests of the Noteholders, the Class S
Certificateholders and the Residual Certificateholders and no opinion referred
to in the preceding proviso shall be required to be delivered if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Notes without regard to the Policy.

         This Agreement also may be amended from time to time by agreement among
the Servicer, the Sponsor and the Indenture Trustee, with the consent of the
Insurer and the Holders of the Notes evidencing more than 50% of the Outstanding
Amount of the Notes and the Holders of the Residual Certificates evidencing more
than 50% of the percentage interest in the Residual Certificates (which consent
of such Holders of Notes and Residual Certificates given pursuant to this
Section 9.01 or pursuant to any other provision of this Agreement shall be
conclusive and binding on such Holder and all future Holders of such securities
and of any security issued upon the transfer thereof or in exchange thereof or
in lieu thereof whether or not notation of such consent is made upon the
security) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders, the Residual Certificateholders or the
Class S Certificateholders; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments on the
Notes or distributions or payments under the Policy which are required to be
made on any Note without the consent of the Holder of such Note or (ii) reduce
the aforesaid percentage required to consent to any such amendment, without the
consent of the Holders of all then outstanding Notes and Residual Certificates
or (iii) adversely affect in any material respect the interests of the Insurer.

         Following the execution and delivery of any such amendment hereto or to
the Policy, either the Sponsor, if the Sponsor requested the amendment, or the
Servicer, if the Servicer requested the amendment, shall reimburse the Insurer
for the reasonable out-of-pocket costs and expenses incurred by each in
connection with such amendment.


                                       56
<PAGE>


         Prior to the execution of any such amendment, the party hereto
requesting any such amendment shall furnish written notification of the
substance of such amendment to each Rating Agency. In addition, promptly after
the execution of any such amendment made with the consent of the Noteholders or
the Residual Certificateholders, the Indenture Trustee shall furnish written
notification of the substance of such amendment to each Noteholder and Residual
Certificateholder and fully executed original counterparts of the instruments
effecting such amendment to the Insurer.

         It shall not be necessary for the consent of Noteholders or Residual
Certificateholders under this Section 9.01 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Noteholders and
Residual Certificateholders shall be subject to such reasonable requirements as
the Indenture Trustee may prescribe.

         In executing any amendment permitted by this Section 9.01, the
Indenture Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that such amendment is authorized or
permitted hereby and that all conditions precedent to the execution and delivery
of such amendment have been satisfied. The Indenture Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Indenture
Trustee's own rights, duties or immunities under this Agreement or otherwise.

         Section 9.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer, but only upon direction of Noteholders accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Noteholders. The Noteholders requesting such recordation shall
bear all costs and expenses of such recordation. The Indenture Trustee shall
have no obligation to ascertain whether such recordation so affects the
interests of the Noteholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         Section 9.03. Limitation on Rights of Noteholders and Class S
Certificateholders. No Noteholder or Class S Certificateholder shall have any
right to vote (except as provided in Sections 6.01, 7.01, and 9.01 herein and
Section 5.4 of the Indenture) or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Notes or the Class S
Certificates, be construed so as to constitute the Noteholders or Class S
Certificateholders from time to time as partners or members of an association;
nor shall any Noteholder or Class S Certificateholder be under any liability to
any third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.


                                       57
<PAGE>


         No Noteholder shall have any right by virtue or by availing itself of
any provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Indenture Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Notes evidencing more than 50% of the Outstanding Amount of
the Notes shall have made written request upon the Indenture Trustee to
institute such action, suit or proceeding in its own name as Indenture Trustee
hereunder and shall have offered to the Indenture Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Indenture Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Noteholder with every other
Noteholder and the Indenture Trustee, that no one or more Holders of Notes shall
have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Notes, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Noteholders. For the protection and
enforcement of the provisions of this Section 9.03, each and every Noteholder
and the Indenture Trustee shall be entitled to such relief as can be given
either at law or in equity.

         By accepting its Note or Class S Certificate, each Noteholder and Class
S Certificateholder, as appropriate, agrees that unless a Insurer Default
exists, the Insurer shall have the right to exercise all rights of the
Noteholder and the Class S Certificateholder, as appropriate, under this
Agreement without any further consent of the Noteholder or the Class S
Certificateholder.

         Section 9.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

         Section 9.05. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
sent via facsimile (receipt confirmed), personally delivered at or mailed by
certified mail, return receipt requested, to (a) in the case of the Sponsor,
GreenPoint Mortgage Securities Inc., 100 Wood Hollow Drive, Doorstop #22210,
Novato, California 94945, Attention: S.A. Ibrahim, (b) in the case of the
Servicer, GreenPoint Mortgage Funding, Inc., 100 Wood Hollow Drive, Doorstop
#32210, Novato, California 94945, Attention: Gilbert MacQuarrie, (c) in the case
of the Indenture Trustee, at the Corporate Trust Office, (d) in the case of the
Insurer, MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504,
Attention: Attention: Insured Portfolio Management--Structured Finance
("IPM-SF") (GreenPoint Home Equity Loan Trust 2001-2) (telecopy number (914)
765-3810), (e) in the case of Moody's, Residential Loan Monitoring Group, 4th
Floor, 99 Church Street, New York, New York 10007, and (f) in the case of
Standard & Poor's, 55 Water Street, New York, New York 10041, or, as to each
party, at such other address as shall be designated by such party in a written
notice to each other party. Any notice required or permitted to be mailed to a
Noteholder shall be given by first class mail, postage prepaid, at the address
of such Holder as shown in the Note Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Noteholder or Residual Certificateholder receives
such notice. Any notice or other document required to be delivered or mailed by
the Indenture Trustee to any Rating Agency shall be given on a best efforts
basis and only as a matter of courtesy and accommodation and the Indenture
Trustee shall have no liability for failure to deliver such notice or document
to any Rating Agency.



                                       58
<PAGE>

         Section 9.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Notes or the
rights of the Holders thereof.

         Section 9.07. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 5.02 and 5.04, this Agreement
may not be assigned by the Sponsor or the Servicer without the prior written
consent of the Insurer and Holders of the Notes evidencing Percentage Interests
aggregating not less than 66%.

         Section 9.08. Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Residual
Certificateholders, the Note Owners or the Insurer and their respective
successors and permitted assigns. Except as otherwise provided in this
Agreement, no other Person will have any right or obligation hereunder.

         Section 9.09. Counterparts. This instrument 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 9.10. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 9.11. Insurance Agreement. The Indenture Trustee is authorized
and directed to execute and deliver the Insurance Agreement and to perform the
obligations of the Indenture Trustee thereunder.

         Section 9.12. Nonpetition Covenant. Until one year plus one day shall
have elapsed since the termination of the Trust in accordance with Section 7.01,
none of the Sponsor, the Company, the Servicer, nor the Indenture Trustee shall
petition or otherwise invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Sponsor or the
Trust under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, Indenture Trustee, custodian,
sequestrator or other similar official of the Sponsor or the Trust or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Sponsor or the Trust.


                                       59
<PAGE>


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

                                 GREENPOINT MORTGAGE SECURITIES INC.,
                                    as Sponsor


                                 By: /s/ Nathan Hieter
                                    -------------------------------------------
                                    Name:  Nathan Hieter
                                    Title: Vice President


                                 GREENPOINT MORTGAGE FUNDING, INC.,
                                    as Company and Servicer


                                 By: /s/ Robert Bernstein
                                    -------------------------------------------
                                    Name:  Robert Bernstein
                                    Title: Senior Vice President


                                 THE BANK OF NEW YORK, not in its individual
                                    capacity but solely
                                    as Indenture Trustee


                                 By: /s/ Diane Pickett
                                    -------------------------------------------
                                    Name:  Diane Pickett
                                    Title: Vice President


                                 GREENPOINT HOME EQUITY LOAN TRUST
                                    2001-2, as Issuer
                                    By: Wilmington Trust Company, not in its
                                    individual capacity but solely as Owner
                                    Indenture Trustee


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


                         [Sale and Servicing Agreement]


<PAGE>


State of California        )
                           ) ss.:
County of Marin            )

         On the 19th day of November, 2001 before me, a notary public in and for
the State of California, personally appeared Nathan Hieter, known to me who,
being by me duly sworn, did depose and say that he resides at Novato, Califonia;
that he is the Vice President of GreenPoint Mortgage Securities Inc., a Delaware
corporation, one of the parties that executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like order.



                                   /s/ Melissa S. Farley
                                  ---------------------------------------------
                                   Notary Public

[Notarial Seal]


<PAGE>


State of New York          )
                           ) ss.:
County of New York         )

         On the 19thday of November, 2001 before me, a notary public in and for
the State of New York, personally appeared W. Chris Sponenberg, known to me who,
being by me duly sworn, did depose and say that he resides at Wilmington,
Delaware; that he is the Vice President of Wilmington Trust Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation; and that he signed his name thereto by like
order.



                                     /s/ Joseph Palazzo
                                    -------------------------------------------
                                    Notary Public

[Notarial Seal]


<PAGE>


State of California        )
                           ) ss.:
County of Marin            )

         On the 19th day of November, 2001 before me, a notary public in and for
the State of California, personally appeared Robert Bernstein, known to me who,
being by me duly sworn, did depose and say that he resides at Novato,
California; that he is the Senior Vice President of GreenPoint Mortgage Funding,
Inc., a closely-held California corporation, one of the parties that executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation; and that he signed his
name thereto by like order.



                                  /s/ Melissa S. Farley
                                 ----------------------------------------------
                                 Notary Public

[Notarial Seal]


<PAGE>


State of New York          )
                           ) ss.:
County of Bronx            )

         On the 19th day of November, 2001 before me, a notary public in and for
the State of New York, personally appeared Diane Pickett, known to me who, being
by me duly sworn, did depose and say that he resides at _______________,
_______________ _____; that he is the Vice President of The Bank of New York, a
_____________, one of the parties that executed the foregoing instrument; and
that he signed his name thereto by order of the Board of Directors of said
corporation.



                                /s/ Henry Baez
                               ------------------------------------------------
                               Notary Public

[Notarial Seal]


<PAGE>


                                                                      EXHIBIT A

                             MORTGAGE LOAN SCHEDULE



                        [On file with Indenture Trustee]



                                      A-1

<PAGE>


                                                                      EXHIBIT B


                           FORM OF OPINION OF COUNSEL
                       WITH RESPECT TO SECTION 3.11 OF THE
                          SALE AND SERVICING AGREEMENT

The opinions set forth below may be subject to all the qualifications,
assumptions, limitations and exceptions taken or made in the opinions of counsel
to the Company delivered on the Closing Date. Unless otherwise indicated, all
capitalized terms used herein shall have the meanings ascribed to them in the
Sale and Servicing Agreement dated as of November 1, 2001 among GreenPoint
Mortgage Funding, Inc. (the "Company" and the "Servicer"), GreenPoint Mortgage
Securities Inc. (the "Sponsor") and The Bank of New York, as Indenture Trustee.
Terms used but not defined herein shall have the meaning given to such terms in
the above-referenced Sale and Servicing Agreement.

         The Indenture Trustee has a valid perfected first priority security
interest with respect to the Sponsor's right, title and interest in and to the
Mortgage Loans (including all Subsequent Mortgage Loans and all Eligible
Substitute Mortgage Loans), subject to the exceptions and qualifications set
forth in the Opinion of Counsel attached to the Indenture as Exhibit B.


                                      B-1


<PAGE>


                                                                    EXHIBIT C-1

                              OFFICER'S CERTIFICATE

                      REQUEST BY THE SERVICER FOR PERMANENT
                  RELEASE OF MORTGAGE LOANS AND MORTGAGE FILES

TO:      The Bank of New York,
           as Indenture Trustee
         5 Penn Plaza, 16th Floor
         New York, New York  10001



Gentlemen:

In connection with the payment in full of the Mortgage Loans held by you as
Indenture Trustee, under the Sale and Servicing Agreement dated as of November
1, 2001 among GreenPoint Mortgage Funding, Inc., as Servicer, GreenPoint
Mortgage Securities Inc., as Sponsor, and you, as Indenture Trustee, the
undersigned requests the release of the Mortgage Loans and the Mortgage Files
for the Mortgage Loans identified in the schedule attached to this Request.

The undersigned hereby certifies that (i) the release of Collateral requested
will not impair the security under the Indenture, (ii) any and all payments
received on the Mortgage Loans identified in the schedule attached to this
Request which are required to be deposited in the Collection Account pursuant to
Section 3.02 of such Sale and Servicing Agreement have been so deposited, (iii)
the information with respect to such factual matters necessary for us to so
certify is in our possession and (iv) I am qualified to make these
certifications.

                                        GREENPOINT MORTGAGE FUNDING, INC.,
                                          as Servicer

                                        By:
                                           ------------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------
                                            Date:
                                                 ------------------------------
ACKNOWLEDGED BY:

THE BANK OF NEW YORK,
  as Indenture Trustee

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



                                     C-2-1



<PAGE>


                                                                    EXHIBIT C-2

                              OFFICER'S CERTIFICATE

                      REQUEST BY THE SERVICER FOR TEMPORARY
                  RELEASE OF MORTGAGE LOANS AND MORTGAGE FILES

TO:      The Bank of New York,
           as Indenture Trustee
         5 Penn Plaza, 16th Floor
         New York, New York  10001



Gentlemen:

In connection with the administration of the Mortgage Loans held by you as
Indenture Trustee, under the Sale and Servicing Agreement dated as of November
1, 2001 among GreenPoint Mortgage Funding, Inc., as Servicer, GreenPoint
Mortgage Securities Inc., as Sponsor, and you, as Indenture Trustee, the
undersigned requests the temporary release of the Mortgage Loans and the related
Mortgage Files for the Mortgage Loans identified in the schedule attached to
this Request.

                                    GREENPOINT MORTGAGE FUNDING, INC.,
                                        as Servicer


                                    By:
                                       ----------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------
                                        Date:
                                             ----------------------------------
ACKNOWLEDGED BY:

THE BANK OF NEW YORK,
as Indenture Trustee

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


                                     C-2-1


<PAGE>


                                                                      EXHIBIT D

                          FORM OF CREDIT LINE AGREEMENT

                      [On file with Dewey Ballantine LLP.]



                                      D-1


<PAGE>



                                                                      EXHIBIT E


                            FORM OF MORTGAGE NOTE FOR
                            CLOSED END MORTGAGE LOANS

                      [On file with Dewey Ballantine LLP.]




<PAGE>

                                                                      EXHIBIT F



                                                  FORM OF CERTIFICATE:
                                                  LOAN LEVEL REPORTING



DETAIL RECORD FIELDS:                                  File Name:  T0##MMYY.LNS

<TABLE>
<CAPTION>

------------------------- -------- ----------------- --------------------------------------------------------------------------
   Data:                    Field       Format       Definition
T0nnMMYY.LNS                 Nbr
------------------------- -------- ----------------- --------------------------------------------------------------------------
<S>                       <C>      <C>               <C>
Servicer Loan No.         1        13(X)             Unique loan number assigned to the mortgage by the Seller/Servicer
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Due Date of Last Paid     2        YYYYMMDD          Due Date of last full payment received from the borrower.
Installment  (DDLPI)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Last Payment Received     3        YYYYMMDD          Receipt Date of the last fully paid monthly installment of principal,
Date (LPRD)                                          interest, and escrow  (if any) that was received from the borrower.
                                                     Note: Dates of partial payments should not be entered here. {Data is when
                                                     payment was actually received from the borrower) If this information is
                                                     not available, then populate the field with the default value of 19000101.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Unpaid Principal          4        13.2              Unpaid Principal balance as of the end of the current period
Balance (UPB) 100%
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Interest Paid             5        13.2              Gross / Coupon Interest payment amount
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Principal Paid            6        13.2              Total principal paid down on the mortgage balance.

                                                      * For approved payment reversals or principal applied incorrectly in a
                                                        prior cycle the amount of negative principal to bring the mortgage balance
                                                        in line with the correct UPB reported.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Draw Amount               7        13.2              Total draws made against the line of credit for the current month
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

------------------------- -------- -----------------  --------------------------------------------------------------------------
   Data:                    Field       Format        Definition
T0nnMMYY.LNS                 Nbr
------------------------- -------- -----------------  --------------------------------------------------------------------------
<S>                       <C>      <C>                <C>
Exception Code            8        2(x)               This field should contain an exception code only when exception activity
                                                      occurs for that period, otherwise this field should contain a 0.

                                                      DEFAULT VALUE IS 0.

                                                      40 Inactivate loan, deemed the loan non-recoverable

                                                      60 Payoff - mortgage matured

                                                      61 Payoff - mortgage prepaid

                                                      65 Payoff - mortgage repurchased

                                                      69 Payoff - mortgage liquidated

                                                      70 Transfer to REO (status change exception)

                                                      72 Foreclosure (change of status from Active to Foreclosure)

                                                      80 Substituted Loan - Loan is added as a substitute for another loan

                                                      81 Reinstated Loan - Loan was previously delinquent, but the borrower has
                                                         brought it current.

                                                      90 Loan Modified - This is an exceptional activity code which is reserved
                                                         for future use. Modifications typically require repurchase from the trust
                                                         prior to modifying the loan.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Exception Date            9        YYYYMMDD          Date the exception occurred.  If an exception has not occurred, this
                                                     field should contain the default value of 19000101.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Mortgage Note Rate        10       6.3               Rate associated with the borrower's scheduled payment
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Mortgage P&I Amount       11       13.2              Principal and interest portion of the borrowers minimum installment.
                                                     Note:  100% of the principal and interest amount should be entered in
                                                     this field, including servicing and guarantee fees.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Realized Losses           12       13.2              Amount of realized losses for that period.  This field will also include
                                                     any supplemental claims or proceeds for loans liquidated in a previous
                                                     cycle.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Cumulative Principal      13       13.2              Total principal payments advanced by the Servicer and not repaid by the
Advances                                             borrower.
                                                     NOT APPLICABLE--DO NOT REPORT
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Interest Advances         14       13.2              Amount of interest payment advanced by the Servicer for that period.
                                                     NOT APPLICABLE--DO NOT REPORT
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Loan Status               15       1(X)              Pertains to activity in the prior reporting cycle.
                                                     0 - Active
                                                     4 - Foreclosure
                                                     5 - REO
                                                     6 - Closed  (PAYOFFS & REPURCHASES)
                                                     9 - Bankruptcy (OVERRIDES Active Status)
                                                     Note: 30,60 & 90 day delinquency status will be derived from the DDLPI
                                                     field.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Subservicer No.           16        6                Subservicer ID# - 6 digits
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Actual Loan Balance       17       13.2              Actual loan balance outstanding from the borrower.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------

</TABLE>

                                      F-2


<PAGE>


<TABLE>
<CAPTION>

------------------------- -------- -----------------  --------------------------------------------------------------------------
   Data:                    Field       Format        Definition
T0nnMMYY.LNS                 Nbr
------------------------- -------- -----------------  --------------------------------------------------------------------------
<S>                       <C>      <C>                <C>
Next Interest Rate        18       YYYYMMDD          Applies only to ARM loans and reflects the next pending interest rate
Change Date                                          adjustment date. Default is 19000101.  Since loans adjust monthly, only
                                                     report the first adjustment date for loans with teaser period.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Next Interest Payment     19       YYYYMMDD          Applies only to payment capped ARM loans and reflects the next pending
Change Date                                          payment adjustment date. Default is 19000101.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Index Value at Reset      20       6.3               The index rate used in determining the ARM coupon.
Date                                                 Default value is 0 for an ARM loan if the index is not changing in the
                                                     current period.  Also populate 0 if the loan is a fixed rate loan.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Next Mortgage Rate        21       6.3               Should be populated in advance of the rate adjustment.. Default value is
expected at reset date                               0 for an ARM loan if the rate is not changing.  Default value is 0 if
                                                     the loan is a fixed rate loan.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Collateral Group No. #    22       2                 This is a collateral grouping number for whole loan directed collateral
                                                     deals. Default value is 0.  Report the HELOCs and Fixed Rates separately.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Current Arrearage Paid    23       13.2              The current amount of cashflow applied to the arrearage balance.
                                                     Applies to loans that have been or are currently in default. Default value
                                                     is 0.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Outstanding Arrearage     24       13.2              The total amount of outstanding interest accrued under forbearance
Balance                                              period, after current arrearage payment. Default value is 0.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Loan Number               25       13(X)             Loan number assigned to the mortgage by ___.  Used for disclosure.
------------------------- -------- ----------------- --------------------------------------------------------------------------
Blank                              1(x)
------------------------- -------- ----------------- --------------------------------------------------------------------------
Prepayment Premium        26       13.2              The borrowers penalty payment for prepaying his mortgage.  This amount
Amount                                               is allocated  in aggregate as a directed collateral amount to a specific
                                                     bond.  Default value is 0.
------------------------- -------- ----------------- --------------------------------------------------------------------------

</TABLE>

The Notes:
o File must be a text file (either space or tab delimited).
o Any dates should be in YYYYMMDD format.  They should not contain slashes
  (/) or dashes (-).
o Number fields should NOT include commas.
o Any negative number should be denoted by a "-" in front of the number, do
  not put the "-" after the number or use parentheses.