<PAGE>

                                                                     Exhibit 4.2
                                                                  EXECUTION COPY

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


                                 TRUST AGREEMENT


                                     between


                       GREENPOINT MORTGAGE SECURITIES INC.
                                     Sponsor

                                       and

                            WILMINGTON TRUST COMPANY
                                  Owner Trustee


                          Dated as of November 1, 2001


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


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I Definitions..........................................................1

     SECTION 1.1.   Defined Terms..............................................1
     SECTION 1.2.   Other Definitional Provisions..............................2
     SECTION 1.3.   Action by or Consent of Noteholders, Class S
                       Certificateholders and Residual Certificateholders......3

ARTICLE II Organization........................................................3

     SECTION 2.1.   Name ......................................................3
     SECTION 2.2.   Office ....................................................3
     SECTION 2.3.   Purposes and Powers........................................4
     SECTION 2.4.   Appointment of Owner Trustee...............................4
     SECTION 2.5.   Initial Capital Contribution of Trust Estate...............4
     SECTION 2.6.   Declaration of Trust.......................................5
     SECTION 2.7.   Liability..................................................5
     SECTION 2.8.   Title to Trust Property....................................5
     SECTION 2.9.   Situs of Trust.............................................5
     SECTION 2.10.  Representations and Warranties of the Sponsor..............6
     SECTION 2.11.  Federal Income Tax Allocations.............................7
     SECTION 2.12.  Covenants of the Sponsor...................................8
     SECTION 2.13.  Covenants of the Residual Certificateholders...............8

ARTICLE III [Reserved].........................................................9


ARTICLE IV Ownership of Trust Property; Residual Certificates and
           Transfer of Interests...............................................9

     SECTION 4.1.   Trust Property Ownership...................................9
     SECTION 4.2.   The Residual Certificates and Class S Certificates........10
     SECTION 4.3.   Authentication of Residual Certificates and Class S
                       Certificates...........................................10
     SECTION 4.4.   Registration of Transfer and Exchange of Residual
                       Certificates and Class S Certificates..................10
     SECTION 4.5.   Mutilated, Destroyed, Lost or Stolen Residual
                       Certificates or Class S Certificates...................11
     SECTION 4.6.   Persons Deemed Residual Certificateholders and Class S
                       Certificateholders.....................................11
     SECTION 4.7.   Access to List of Residual Certificateholders' and Class S
                       Certificateholders' Names and Addresses................12
     SECTION 4.8.   Maintenance of Office or Agency...........................12
     SECTION 4.9.   ERISA Restrictions........................................12
     SECTION 4.10.  Restrictions on Transfer of Residual Certificates
                       and Class S Certificates...............................12
     SECTION 4.11.  Acceptance of Obligations.................................14
     SECTION 4.12.  Distributions on Class S Certificates and Residual
                       Certificates...........................................14

                                       i
<PAGE>

ARTICLE V Voting Rights and Other Actions.....................................14

     SECTION 5.1.   Prior Notice with Respect to Certain Matters..............14
     SECTION 5.2.   Action by Residual Certificateholders with Respect to
                       Certain Matters........................................16
     SECTION 5.3.   Action with Respect to Bankruptcy.........................16
     SECTION 5.4.   Restrictions on Residual Certificateholders' Power........16
     SECTION 5.5.   Majority Control..........................................17
     SECTION 5.6.   Rights of the Insurer.....................................17
     SECTION 5.7.   Subrogation...............................................18
     SECTION 5.8.   Insurer's Rights Regarding Actions, Proceedings or
                       Investigations.........................................18

ARTICLE VI Certain Duties.....................................................19

     SECTION 6.1.   Accounting and Records to the Noteholders, Class S
                       Certificateholders, Residual Certificateholders, the
                       Internal Revenue Service and Others....................19
     SECTION 6.2.   Signature on Returns; Tax Matters Partner.................20
     SECTION 6.3.   Underwriting Agreement....................................20

ARTICLE VII Authority and Duties of Owner Trustee.............................20

     SECTION 7.1.   General Authority.........................................20
     SECTION 7.2.   General Duties............................................20
     SECTION 7.3.   Action upon Instruction...................................21
     SECTION 7.4.   No Duties Except as Specified in this Agreement or in
                       Instructions...........................................22
     SECTION 7.5.   No Action Except under Specified Documents or
                       Instructions...........................................22
     SECTION 7.6.   Restrictions..............................................22

ARTICLE VIII Concerning the Owner Trustee.....................................22

     SECTION 8.1.   Acceptance of Trust and Duties............................22
     SECTION 8.2.   Furnishing of Documents...................................23
     SECTION 8.3.   Representations and Warranties............................24
     SECTION 8.4.   Reliance; Advice of Counsel...............................24
     SECTION 8.5.   Not Acting in Individual Capacity.........................25
     SECTION 8.6.   Owner Trustee Not Liable for Notes, Residual Certificates,
                       Class S Certificates or Mortgage Loans.................25
     SECTION 8.7.   Owner Trustee May Own Notes, Residual Certificates and
                       Class S Certificates...................................25
     SECTION 8.8.   Payments from Owner Trust Estate..........................25
     SECTION 8.9.   Doing Business in Other Jurisdictions.....................26

                                       ii
<PAGE>


ARTICLE IX Compensation of Owner Trustee......................................26

     SECTION 9.1.   Owner Trustee's Fees and Expenses.........................26
     SECTION 9.2.   Indemnification...........................................26
     SECTION 9.3.   Payments to the Owner Trustee.............................27
     SECTION 9.4.   Non-recourse Obligations..................................27

ARTICLE X Termination of Trust Agreement......................................27

     SECTION 10.1.  Termination of Trust Agreement............................27

ARTICLE XI Successor Owner Trustees and Additional Owner Trustees.............28

     SECTION 11.1.  Eligibility Requirements for Owner Trustee................28
     SECTION 11.2.  Resignation or Removal of Owner Trustee...................29
     SECTION 11.3.  Successor Owner Trustee...................................30
     SECTION 11.4.  Merger or Consolidation of Owner Trustee..................30
     SECTION 11.5.  Appointment of Co-Owner Trustee or Separate
                       Owner Trustee..........................................30

ARTICLE XII Miscellaneous.....................................................32

     SECTION 12.1.  Supplements and Amendments................................32
     SECTION 12.2.  No Legal Title to Owner Trust Estate in Residual
                       Certificateholders.....................................33
     SECTION 12.3.  Limitations on Rights of Others...........................33
     SECTION 12.4.  Notices...................................................33
     SECTION 12.5.  Severability..............................................34
     SECTION 12.6.  Separate Counterparts.....................................34
     SECTION 12.7.  Assignments; Insurer......................................34
     SECTION 12.8.  No Petition...............................................34
     SECTION 12.9.  No Recourse...............................................35
     SECTION 12.10. Headings..................................................35
     SECTION 12.11. GOVERNING LAW.............................................35
     SECTION 12.12. Servicer..................................................35

EXHIBITS

Exhibit A.........Form of Class S Certificate
Exhibit B.........Form of Residual Certificate
Exhibit C.........Form of Certificate of Trust


                                      iii
<PAGE>


         TRUST AGREEMENT dated as of November 1, 2001 (the "Agreement") between
GREENPOINT MORTGAGE SECURITIES INC., a Delaware corporation (the "Sponsor"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee.

                                   ARTICLE I

                                   Definitions

         SECTION 1.1. Defined Terms. For the purposes of this Agreement, the
following terms shall have the meanings set forth below. All other capitalized
terms used herein but not defined shall have the meanings set forth in Annex A
to the Indenture dated as of November 1, 2001 (the "Indenture"), between the
Issuer and the Indenture Trustee, as the same may be amended and supplemented
from time to time.

         "Affiliate" shall mean with respect to any specified Person, a Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, or owns, directly or indirectly,
50% or more of, the Person specified.

         "Agreement" shall mean this Trust Agreement, as the same may be amended
and supplemented from time to time.

         "Benefit Plan" shall have the meaning assigned to such term in Section
4.9.

         "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq. as the same may be amended from
time to time.

         "Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit C to be filed for the Trust pursuant to Section 3810(a) of the
Business Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register maintained and the registrar respectively appointed pursuant to Section
4.4.

         "Class S Certificate" shall mean an interest only certificate issued by
the Trust, substantially in the form of Exhibit A attached hereto.

         "Class S Certificateholder" shall mean the Person in whose name a Class
S Certificate is registered on the Certificate Register.

         "Definitive Residual Certificates" shall mean Residual Certificates
issued in certificated, fully registered form.

         "Expenses" shall have the meaning assigned to such term in Section 9.2.

         "Indemnified Parties" shall have the meaning assigned to such term in
Section 9.2.

         "Instructing Party" shall have the meaning assigned to such term in
Section 7.3.


<PAGE>

         "Owner Trust Estate" shall mean all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement, all funds on deposit from time
to time in the Collection Account and all other property of the Trust from time
to time, including any rights of the Issuer pursuant to the Sale and Servicing
Agreement and any rights of the Sponsor, in its capacity as Purchaser, pursuant
to the Mortgage Loan Purchase Agreement.

         "Proposer" shall have the meaning ascribed to it in Section 5.2(b)
herein.

         "Residual Certificate" shall mean a trust certificate evidencing the
beneficial ownership interest of a Residual Certificateholder in the Trust,
substantially in the form of Exhibit B attached hereto.

         "Residual Certificateholder" shall mean the Person in whose name a
Residual Certificate is registered on the Certificate Register.

         "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

         "Security Majority" shall mean a majority by principal amount of the
Noteholders so long as the Notes are outstanding and a majority by principal
amount of the Residual Certificateholders thereafter.

         "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         SECTION 1.2. Other Definitional Provisions.

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

         (b) As used in this Agreement 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 certificate or other document, and accounting
terms partly defined in this Agreement or in any such 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 certificate or other document, as applicable. To the
extent that the definitions of accounting terms in this Agreement or in any such
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 certificate or other document shall control.

         (c) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation."

                                       2
<PAGE>

         (d) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

         SECTION 1.3. Action by or Consent of Noteholders, Class S
Certificateholders and Residual Certificateholders.

         (a) Whenever any provision of this Agreement refers to action to be
taken, or consented to, by Noteholders, Class S Certificateholders or Residual
Certificateholders, such provision shall be deemed to refer to the Noteholder,
Class S Certificateholder or Residual Certificateholder, as the case may be, of
record as of the Record Date immediately preceding the date on which such action
is to be taken, or consent given, by Noteholders, Class S Certificateholders or
Residual Certificateholders. Solely for the purposes of any action to be taken,
or consented to, by Noteholders, Class S Certificateholders or Residual
Certificateholders, any Note or Certificate Registered in the name of the
Sponsor or any Affiliate thereof shall be deemed not to be outstanding;
provided, however, that, solely for the purpose of determining whether the
Indenture Trustee is entitled to rely upon any such action or consent, only
Notes, Class S Certificates or Residual Certificates which the Owner Trustee, or
the Indenture Trustee, respectively, knows to be so owned shall be so
disregarded.

         (b) Each Class S Certificateholder by the acceptance of its Class S
Certificate agrees that the Insurer shall be treated by the Issuer, the Seller,
the Sponsor, the Servicer, the Owner Trustee and the Indenture Trustee as if the
Insurer were the related Class S Certificateholder for the purpose of the giving
of any consent, the making of any direction or the exercise of any voting or
other control rights otherwise given to the Class S Certificateholder hereunder
without any further consent of the Class S Certificateholder. The Class S
Certificateholder may exercise such rights only with the consent of the Insurer.

                                   ARTICLE II

                                  Organization

         SECTION 2.1. Name. There is hereby formed a trust to be known as
"GreenPoint Home Equity Loan Trust 2001-2", in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

         SECTION 2.2. Office. The office of the Trust shall be in the care of
the Owner Trustee at the Corporate Trust Office or at such other address as the
Owner Trustee may designate by written notice to the Residual
Certificateholders, the Insurer and the Sponsor.


                                       3
<PAGE>

         SECTION 2.3. Purposes and Powers.

         (a) The purpose of the Trust is, and the Trust shall have the power and
authority, to engage in the following activities:

                  (i) to issue the Notes pursuant to the Indenture and the
         Residual Certificates and Class S Certificates pursuant to this
         Agreement, and to sell the Notes, Residual Certificates and Class S
         Certificates;

                  (ii) to assign, grant, transfer, pledge, mortgage and convey
         the Owner Trust Estate to the Indenture Trustee on behalf of the
         Noteholders and for the benefit of the Insurer and to hold, manage and
         distribute to the Residual Certificateholders pursuant to the terms of
         the Sale and Servicing Agreement any portion of the Owner Trust Estate
         released from the Lien of, and remitted to the Trust pursuant to, the
         Indenture;

                  (iii) with the proceeds of the sale of the Notes, to fund the
         Pre-Funding Account and pay the organizational, start-up and
         transactional expenses of the Trust and to pay the balance to the
         Sponsor pursuant to the Sale and Servicing Agreement;

                  (iv) to enter into, execute, deliver and perform its
         obligations under the Basic Documents to which it is a party;

                  (v) to engage in those activities, including entering into
         agreements, that are necessary, suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and

                  (vi) subject to compliance with the Basic Documents, to engage
         in such other activities as may be required in connection with
         conservation of the Owner Trust Estate and the making of distributions
         to the Noteholders, the Class S Certificateholders and the Residual
         Certificateholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the Basic
Documents.

         SECTION 2.4. Appointment of Owner Trustee. The Sponsor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein.

         SECTION 2.5. Initial Capital Contribution of Trust Estate. The Sponsor
hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as
of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt
in trust from the Sponsor, as of the date hereof, of the foregoing contribution,
which shall constitute the initial Owner Trust Estate and shall be deposited in
the Collection Account. On or prior to the Closing Date, the Owner Trustee will
also, upon receipt thereof, acknowledge on behalf of the Trust receipt of the
Mortgage Loans pursuant to the Sale and Servicing Agreement. The Sponsor shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

                                       4
<PAGE>

         SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Residual
Certificateholders and the Class S Certificateholders, subject to the
obligations of the Trust under the Basic Documents. It is the intention of the
parties hereto that the Trust constitute a business trust under the Business
Trust Statute and that this Agreement constitute the governing instrument of
such business trust. It is the intention of the parties hereto that, solely for
income tax purposes, the Trust shall be treated as a branch; provided, however,
that in the event Residual Certificates are owned by more than one Residual
Certificateholder, it is the intention of the parties hereto that, solely for
income and franchise tax purposes, the Trust shall then be treated as a
partnership and that, unless otherwise required by appropriate tax authorities,
only after such time the Trust will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Trust as a partnership for such tax purposes. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and to the extent not inconsistent herewith, in the Business Trust
Statute with respect to accomplishing the purposes of the Trust. The Owner
Trustee shall file the Certificate of Trust with the Secretary of State.

         SECTION 2.7. Liability. No Holder shall have any personal liability for
any liability or obligation of the Trust.

         SECTION 2.8. Title to Trust Property.

         (a) Legal title to all the Owner Trust Estate shall be vested at all
times in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be vested
in a trustee or trustees, in which case title shall be deemed to be vested in
the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

         (b) The Holders shall not have legal title to any part of the Trust
Property. The Holders shall be entitled to receive distributions with respect to
their undivided ownership interest therein only in accordance with the Basic
Documents. No transfer, by operation of law or otherwise, of any right, title or
interest by any Residual Certificateholder of its ownership interest in the
Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Property.

         SECTION 2.9. Situs of Trust. The Trust will be located and administered
in the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
New York. Payments will be received by the Trust only in Delaware or New York
and payments will be made by the Trust only from Delaware or New York. The Trust
shall not have any employees in any state other than Delaware; provided,
however, that nothing herein shall restrict or prohibit the Owner Trustee, the
Servicer or any agent of the Trust from having employees within or without the
State of Delaware. The only office of the Trust will be at the Corporate Trust
Office in Delaware.

                                       5
<PAGE>

         SECTION 2.10. Representations and Warranties of the Sponsor. The
Sponsor makes the following representations and warranties on which the Owner
Trustee relies in accepting the Owner Trust Estate in trust and issuing the
Notes, Residual Certificates and Class S Certificates and upon which the Insurer
relies in issuing the Policy.

         (a) The Sponsor is duly organized and validly existing as a Delaware
corporation with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted and is proposed to be conducted pursuant to this Agreement and the
Basic Documents;

         (b) It is duly qualified to do business as a foreign corporation in
good standing, and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of its property, the conduct of
its business and the performance of its obligations under this Agreement and the
Basic Documents requires such qualification;

         (c) The Sponsor has the corporate power and authority to execute and
deliver this Agreement and to carry out its terms; this Agreement, when executed
and delivered by the Sponsor, will constitute the legal, valid and binding
obligations of the Sponsor, enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general equitable principles; the Sponsor has full power and authority to sell
and assign the property to be sold and assigned to and deposited with the Trust
and the Sponsor has duly authorized such sale and assignment and deposit to the
Trust by all necessary corporate action; and the execution, delivery and
performance of this Agreement has been duly authorized by the Sponsor by all
necessary corporate action;

         (d) No consent, license, approval or authorization or registration or
declaration with, any Person or with any governmental authority, bureau or
agency is required in connection with the execution, delivery or performance of
this Agreement and the Basic Documents, except for such as have been obtained,
effected or made;

         (e) The consummation of the transactions contemplated by this Agreement
and the fulfillment of the terms hereof do not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time) a default under, the certificate of incorporation or
by-laws of the Sponsor, or any material indenture, agreement or other instrument
to which the Sponsor is a party or by which it is bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument (other than pursuant
to the Basic Documents); nor violate any law or, to the best of the Sponsor's
knowledge, any order, rule or regulation applicable to the Sponsor of any court
or of any Federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Sponsor or its
properties; and

                                       6
<PAGE>

         (f) There are no proceedings or investigations pending or, to its
knowledge threatened against it before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over the Sponsor or its properties (A) asserting the invalidity of
this Agreement or any of the Basic Documents, (B) seeking to prevent the
issuance of the Notes, the Residual Certificates or the Class S Certificates or
the consummation of any of the transactions contemplated by this Agreement or
any of the Basic Documents, (C) seeking any determination or ruling that might
materially and adversely affect its performance of its obligations under, or the
validity or enforceability of, this Agreement or any of the Basic Documents, or
(D) seeking to adversely affect the federal income tax or other federal, state
or local tax attributes of the Notes, the Residual Certificates or the Class S
Certificates.

         SECTION 2.11. Federal Income Tax Allocations(a) . For so long as the
Trust has a single owner for federal income tax purposes, it will, pursuant to
Treasury Regulations promulgated under section 7701 of the Code, be disregarded
as an entity distinct from the Residual Certificateholder for all federal income
tax purposes. Accordingly, for federal income tax purposes, the Residual
Certificateholder will be treated as (i) owning all assets owned by the Trust,
(ii) having incurred all liabilities incurred by the Trust, and (iii) all
transactions between the Trust and the Residual Certificateholder will be
disregarded.

         (b) Neither the Owner Trustee nor any Residual Certificateholder will,
under any circumstances, and at any time, make an election on IRS Form 8832 or
otherwise, to classify the Trust as an association taxable as a corporation for
federal, state or any other applicable tax purpose.

         (c) In the event that the Trust is treated as a partnership for Federal
income tax purposes, net income of the Trust for any month as determined for
Federal income tax purposes (and each item of income, gain, loss, credit and
deduction entering into the computation thereof) shall be allocated: (i) to the
extent of available net income, among the Residual Certificateholders and the
Holders of any other securities treated as equity in the partnership as of the
first Record Date following the end of such month, in proportion to their
ownership of principal amount of Residual Certificates and any such securities
on such date; (ii) to the Sponsor, to the extent of any remaining net income.

         If the net income of the Trust for any month is insufficient for the
allocations described in clause (i) above, subsequent net income shall first be
allocated to make up such shortfall before being allocated as provided in clause
(ii). Net losses of the Trust, if any, for any month as determined for Federal
income tax purposes (and each item of income, gain, loss, credit and deduction
entering into the computation thereof) shall be allocated among the Residual
Certificateholders and the Holders of any other securities treated as equity in
the partnership as of the Record Date in proportion to their ownership
percentage of principal amount of Residual Certificates and any such securities,
respectively, on such Record Date until the principal balance of the Residual
Certificates and any such securities is reduced to zero. The Sponsor is
authorized to modify the allocations in this paragraph if necessary or
appropriate, in its sole discretion, for the allocations to fairly reflect the
economic income, gain or loss to the Residual Certificateholders and the Holders
of any other securities treated as equity in the partnership, or as otherwise
required by the Code.

                                       7
<PAGE>

         SECTION 2.12. Covenants of the Sponsor. The Sponsor agrees and
covenants for the benefit of each Residual Certificateholder, each Holder of a
Class S Certificate, the Insurer and the Owner Trustee, during the term of this
Agreement, and to the fullest extent permitted by applicable law, that:

         (a) it shall not create, incur or suffer to exist any indebtedness or
engage in any business, except, in each case, as permitted by its certificate of
incorporation and the Basic Documents;

         (b) it shall not, for any reason, institute proceedings for the Trust
to be adjudicated a bankrupt or insolvent, or consent to the institution of
bankruptcy or insolvency proceedings against the Trust, or file a petition
seeking or consenting to reorganization or relief under any applicable federal
or state law relating to the bankruptcy of the Trust, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Trust or a substantial part of the property of the
Trust or cause or permit the Trust to make any assignment for the benefit of
creditors, or admit in writing the inability of the Trust to pay its debts
generally as they become due, or declare or effect a moratorium on the debt of
the Trust or take any action in furtherance of any such action;

         (c) it shall obtain from each counterparty to each Basic Document to
which it or the Trust is a party and each other agreement entered into on or
after the date hereof to which it or the Trust is a party, an agreement by each
such counterparty that prior to the occurrence of the event specified in Section
10.1(e) such counterparty shall not institute against, or join any other Person
in instituting against, it or the Trust, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States or any state of the United States; and

         (d) it shall not, for any reason, withdraw or attempt to withdraw from
this Agreement, dissolve, institute proceedings for it to be adjudicated a
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of it or a substantial part of
its property, or make any assignment for the benefit of creditors, or admit in
writing its inability to pay its debts generally as they become due, or declare
or effect a moratorium on its debt or take any action in furtherance of any such
action.

         SECTION 2.13. Covenants of the Residual Certificateholders. Each
Residual Certificateholder agrees:

         (a) to be bound by the terms and conditions of the Residual
Certificates and of this Agreement, including any supplements or amendments
hereto and to perform the obligations of a Residual Certificateholder as set
forth therein or herein, in all respects as if it were a signatory hereto. This
undertaking is made for the benefit of the Trust, the Owner Trustee, the Insurer
and all other Residual Certificateholders present and future;

                                       8
<PAGE>

         (b) to hereby appoint the Sponsor as such Residual Certificateholder's
agent and attorney-in-fact to sign any federal income tax information return
filed on behalf of the Trust, if any, and agree that, if requested by the Trust,
it will sign such federal income tax information return in its capacity as
holder of an interest in the Trust. Each Residual Certificateholder also hereby
agrees that in its tax returns it will not take any position inconsistent with
those taken in any tax returns that may be filed by the Trust;

         (c) if such Residual Certificateholder is other than an individual or
other entity holding its Residual Certificate through a broker who reports
securities sales on Form 1099-B, to notify the Owner Trustee of any transfer by
it of a Residual Certificate in a taxable sale or exchange, within 30 days of
the date of the transfer; and

         (d) until the completion of the events specified in Section 10.1(e),
not to, for any reason, institute proceedings for the Trust or the Sponsor to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Trust, or file a petition seeking or
consenting to reorganization or relief under any applicable federal or state law
relating to bankruptcy, or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Sponsor or
the Trust or a substantial part of its property, or cause or permit the Sponsor
or the Trust to make any assignment for the benefit of its creditors, or admit
in writing its inability to pay its debts generally as they become due, or
declare or effect a moratorium on its debt or take any action in furtherance of
any such action.

         Except as provided in Section 2.13, and notwithstanding any other
provision to the contrary in this Agreement, no Residual Certificateholder other
than the Sponsor in its capacity as the "Sponsor" shall be deemed to have
adopted, be bound by, or succeed in any way to any representation by, or duty of
indemnification by or any other duty of, the Sponsor, including those contained
in Sections 2.10, 2.12, 4.6, 9.2 or elsewhere herein.

                                  ARTICLE III

                                   [Reserved]

                                   ARTICLE IV

  Ownership of Trust Property; Residual Certificates and Transfer of Interests

         SECTION 4.1. Trust Property Ownership. Upon the formation of the Trust
by the contribution by the Sponsor pursuant to Section 2.5, the Owner Trustee,
contemporaneously therewith, having full power, authority, and authorization to
do so, has executed, authenticated, dated, issued, and delivered, in the name
and on behalf of the Trust, to the Sponsor, one (1) or more Residual
Certificates representing in the aggregate a 100% interest in the Trust, and has
registered such Residual Certificate(s) on the Certificate Register in the name
of the Sponsor. The Sponsor shall be the sole beneficiary of the Trust. Such
Residual Certificate(s) are duly authorized, validly issued, and entitled to the
benefits of this Agreement. For so long as the Sponsor shall own such 100%
interest in the Trust, the Sponsor shall be the sole beneficial owner of the
Trust. The Sponsor shall at all times keep and own a Residual Certificate or
Residual Certificates representing no less than 1% interest, and at no time will
the Sponsor sell or alienate its interest represented by Residual Certificate(s)
in such a way as to reduce its aggregate beneficial ownership in the Residual
Certificates to less than 1%.


                                       9
<PAGE>

         SECTION 4.2. The Residual Certificates and Class S Certificates. Except
for Residual Certificates issued to the Sponsor, the Residual Certificates shall
be issued in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. Except for Class S Certificates issued to the Sponsor, the Class S
Certificates shall be executed in denominations of $1,000 and integral multiples
of $1,000 in excess thereof. The Residual Certificates and Class S Certificates
shall be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee. Residual Certificates and Class S
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Residual Certificates and Class S Certificates or did not hold such offices at
the date of authentication and delivery of such Residual Certificates and Class
S Certificates. A transferee of a Residual Certificate or Class S Certificate
shall become a Residual Certificateholder or Class S Certificateholder,
respectively, and shall be entitled to the rights and subject to the obligations
of a Residual Certificateholder or Class S Certificateholder, as appropriate,
hereunder, upon due registration of such Residual Certificate or Class S
Certificate in such transferee's name pursuant to Section 4.4.

         SECTION 4.3. Authentication of Residual Certificates and Class S
Certificates. Concurrently with the initial sale of the Mortgage Loans to the
Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall
cause the Residual Certificates and Class S Certificates to be executed on
behalf of the Trust, authenticated and delivered to or upon the written order of
the Sponsor, signed by its chairman of the board, its president or any vice
president, its treasurer or any assistant treasurer without further corporate
action by the Sponsor, in authorized denominations. No Residual Certificate or
Class S Certificate shall entitle its holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Residual Certificate or Class S Certificate a certificate of authentication
substantially in the form set forth in Exhibit A (with respect to a Class S
Certificate) or Exhibit B (with respect to a Residual Certificate), executed by
the Owner Trustee, by manual signature; such authentication shall constitute
conclusive evidence that such Residual Certificate or Class S Certificate shall
have been duly authenticated and delivered hereunder. All Residual Certificates
and Class S Certificates shall be dated the date of their authentication.

         SECTION 4.4. Registration of Transfer and Exchange of Residual
Certificates and Class S Certificates. The Certificate Registrar shall keep or
cause to be kept, at the office or agency maintained pursuant to Section 4.8, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Owner Trustee shall provide for the registration of Residual
Certificates and of transfers and exchanges of Residual Certificates and Class S
Certificates as herein provided. The Owner Trustee shall be the initial
Certificate Registrar.

                                       10
<PAGE>

         In furtherance of and not in limitation of the foregoing, each Class S
Certificateholder and each Residual Certificateholder, by acceptance of its
Class S Certificate or Residual Certificate, as appropriate, specifically
acknowledges that it has no right to or interest in any monies at any time held
in the Pre-Funding Account or the Reserve Fund prior to the release of such
monies pursuant to Section 8.7(d)(iv) or Section 8.7(d)(xvi) of the Indenture,
as appropriate, such monies being held in trust for the benefit of the
Noteholders and the Insurer. Notwithstanding the foregoing, in the event that it
is ever determined that the monies held in the Pre-Funding Account or the
Reserve Fund constitute a pledge of collateral, then the provisions of the Sale
and Servicing Agreement shall be considered to constitute a security agreement
and the Sponsor, the Class S Certificateholders and the Residual
Certificateholders hereby grant to the Indenture Trustee and the Insurer a first
priority perfected security interest in such amounts. In addition, each Class S
Certificateholder and each Residual Certificateholder, by acceptance of its
Class S Certificate or Residual Certificate, as appropriate, hereby appoints the
Sponsor as its agent to pledge a first priority perfected security interest in
the Pre-Funding Account and the Reserve Fund, and any amounts held therein from
time to time to the Indenture Trustee and the Insurer and agrees to execute and
deliver such instruments of conveyance, assignment, grant, confirmation, etc.,
as well as any financing statements, in each case as the Insurer shall consider
reasonably necessary in order to perfect the Indenture Trustee's security
interest in the Mortgage Loans.

         SECTION 4.5. Mutilated, Destroyed, Lost or Stolen Residual Certificates
or Class S Certificates. If (a) any mutilated Residual Certificate or Class S
Certificate shall be surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Residual Certificate or Class S Certificate
and (b) there shall be delivered to the Certificate Registrar, the Owner Trustee
and the Insurer such security or indemnity as may be required by them to save
each of them harmless, then in the absence of notice that such Residual
Certificate or Class S Certificate shall have been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Residual Certificate or Class S
Certificate, a new Residual Certificate or Class S Certificate, respectively, of
like class, tenor and denomination. In connection with the issuance of any new
Residual Certificate or Class S Certificate under this Section, the Owner
Trustee or the Certificate Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Residual Certificate or Class S Certificate issued
pursuant to this Section shall constitute conclusive evidence of an ownership
interest in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Residual Certificate or Class S Certificate shall be found at any
time.

         SECTION 4.6. Persons Deemed Residual Certificateholders and Class S
Certificateholders. Every Person by virtue of becoming a Residual
Certificateholder or Class S Certificateholder in accordance with this Agreement
and the rules and regulations of the Certificate Registrar shall be deemed to be
bound by the terms of this Agreement. Prior to due presentation of a Residual
Certificate or Class S Certificate for registration of transfer, the Owner
Trustee, the Certificate Registrar and the Insurer and any agent of the Owner
Trustee, the Certificate Registrar and the Insurer, may treat the Person in
whose name any Residual Certificate or Class S Certificate shall be registered
in the Certificate Register as the owner of such Residual Certificate or Class S
Certificate for the purpose of receiving distributions pursuant to the Sale and
Servicing Agreement and the Indenture and for all other purposes whatsoever, and
none of the Owner Trustee, the Certificate Registrar or the Insurer nor any
agent of the Owner Trustee, the Certificate Registrar or the Insurer shall be
bound by any notice to the contrary.


                                       11
<PAGE>

         SECTION 4.7. Access to List of Residual Certificateholders' and Class S
Certificateholders' Names and Addresses. The Owner Trustee shall furnish or
cause to be furnished to the Servicer, the Sponsor or the Insurer, within 15
days after receipt by the Owner Trustee of a request therefor from such Person
in writing, a list, of the names and addresses of the Residual
Certificateholders or Class S Certificateholders as of the most recent Record
Date. If three or more Holders of Residual Certificates or one or more Holders
of Residual Certificates evidencing not less than 25% by Percentage Interest
apply in writing to the Owner Trustee, and such application states that the
applicants desire to communicate with other Residual Certificateholders or with
any Class S Certificateholders with respect to their rights under this Agreement
or under the Residual Certificates or Class S Certificates and such application
is accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during normal
business hours to the current list of Residual Certificateholders. Each Holder,
by receiving and holding a Residual Certificate or Class S Certificate, shall be
deemed to have agreed not to hold any of the Sponsor, the Servicer, the Owner
Trustee or the Insurer or any agent thereof accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

         SECTION 4.8. Maintenance of Office or Agency. The Owner Trustee shall
maintain in Wilmington, Delaware an office or offices or agency or agencies
where Residual Certificates and Class S Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Residual Certificates, Class S Certificates
and the Basic Documents may be served. The Owner Trustee initially designates
its Corporate Trust Office for such purposes. The Owner Trustee shall give
prompt written notice to the Sponsor, the Residual Certificateholders, the Class
S Certificateholders and the Insurer of any change in the location of the
Certificate Register or any such office or agency.

         SECTION 4.9. ERISA Restrictions. Neither the Residual Certificates nor
the Class S Certificates may be acquired by or for the account of (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
of the Code, or (iii) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a "Benefit Plan"). By
accepting and holding its beneficial ownership interest in its Residual
Certificate or Class S Certificate, the Holder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.

         SECTION 4.10. Restrictions on Transfer of Residual Certificates and
Class S Certificates.

         (a) The Residual Certificates and Class S Certificates shall be
assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise
conveyed (collectively, for purposes of this Section 4.10 and any other Section
referring to the Residual Certificates or Class S Certificates, "transferred" or
a "transfer") only in accordance with this Section 4.10.

                                       12
<PAGE>

         (b) No transfer of a Residual Certificate or Class S Certificate shall
be made unless such transfer is exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state securities laws or
is made in accordance with said Act and laws. Except for the initial issuance of
the Residual Certificate or Class S Certificate to the Sponsor, the Indenture
Trustee shall require (i) the transferee to execute an investment letter
acceptable to and in form and substance satisfactory to the Indenture Trustee
and the Insurer certifying to the Indenture Trustee and the Insurer the facts
surrounding such transfer, which investment letter shall not be an expense of
the Indenture Trustee or the Insurer or (ii) if the investment letter is not
delivered, a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Indenture Trustee, the Insurer and the Sponsor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor from said Act or is being made pursuant to said
Act, which Opinion of Counsel shall not be an expense of the Indenture Trustee,
the Insurer or the Sponsor. The Holder of a Residual Certificate or Class S
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Sponsor and the Insurer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         (c) The Residual Certificate, the Class S Certificate and any interests
therein shall not be transferred except upon satisfaction of the following
conditions precedent: (i) the Person that acquires a Residual Certificate or
Class S Certificate shall (A) be organized and existing under the laws of the
United States of America or any state thereof or the District of Columbia; (B)
expressly assume, by an agreement supplemental hereto, executed and delivered to
the Indenture Trustee and the Insurer, the performance of every covenant and
obligation of the Sponsor hereunder and (C) as part of its acquisition of a
Residual Certificate or Class S Certificate, acquire all rights of the Sponsor
or any transferee under this Section 4.10(c) to amounts payable to the Class S
Certificateholder or the Residual Certificateholder or such transferee under
Section 8.7(d)(xvi) of the Indenture (with respect to the Residual Certificate)
or Section 8.7(d)(iv) of the Indenture (with respect to the Class S Certificate)
(ii) the Holder of the Residual Certificates and Class S Certificates shall
deliver to the Indenture Trustee and the Insurer an Officer's Certificate
stating that such transfer and such supplemental agreement comply with this
Section 4.10(c) and that all conditions precedent provided by this Section
4.10(c) have been complied with and an Opinion of Counsel stating that all
conditions precedent provided by this Section 4.10(c) have been complied with,
and the Indenture Trustee 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; (iii) the Holder of the
Residual Certificates or Class S Certificate shall deliver to the Indenture
Trustee and the Insurer a letter from each Rating Agency confirming that its
rating of the Notes, after giving effect to such transfer, will not be reduced
or withdrawn without regard to the Policy; (iv) the transferee of the Residual
Certificates or Class S Certificate shall deliver to the Indenture Trustee and
the Insurer an Opinion of Counsel to the effect that (a) such transfer will not
adversely affect the treatment of the Notes after such transfer as debt for
federal and applicable state income tax purposes, (b) such transfer will not
result in the Trust being subject to tax at the entity level for federal or
applicable state tax purposes, (c) such transfer will not have any material
adverse impact on the federal or applicable state income taxation of a
Noteholder, any Residual Certificateholder or any Class S Certificateholder and
(d) such transfer will not result in the arrangement created by this Agreement
or any "portion" of the Trust, being treated as a taxable mortgage pool as
defined in Section 7701(i) of the Code; (v) all filings and other actions
necessary to continue the perfection of the interest of the Trust in the
Mortgage Loans and the other property conveyed hereunder shall have been taken
or made and (vi) the Insurer shall have consented to such transfer.
Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of
this Section 4.10(c) shall not apply in the event the Indenture Trustee shall
have received a letter from each Rating Agency confirming that its rating of the
Notes, after giving effect to a proposed transfer to a Person that does not meet
the requirement set forth in subclause (i)(A), shall not be reduced or withdrawn
without regard to the Policy. Notwithstanding the foregoing, the requirements
set forth in this paragraph (c) shall not apply to the initial issuance of the
Residual Certificates or Class S Certificates to the Sponsor.

                                       13
<PAGE>

         Except for the initial issuance of the Residual Certificate and Class S
Certificate to the Sponsor, no transfer of a Residual Certificate or Class S
Certificate shall be made unless the Indenture Trustee and the Insurer shall
have received a representation letter from the transferee of such Residual
Certificate or Class S Certificate, acceptable to and in form and substance
satisfactory to the Indenture Trustee and the Insurer to the effect that such
transferee is not a Benefit Plan, nor a Person acting on behalf of or using the
assets of a Benefit Plan, which representation letter shall not be an expense of
the Indenture Trustee or the Insurer.

         (d) No transfer or pledge of the Residual Certificates shall result in
more than 98 other holders of Residual Certificates.

         (e) No transfer or pledge of (i) any Residual Certificate or (ii) any
portion of a transferor's interest in any Residual Certificate shall be made to
a proposed holder unless the transferor simultaneously transfers to such
proposed holder (i) the Class S Certificate or (ii) an analogous portion (by
percentage) of the transferor's interest in the Class S Certificate,
respectively. No Class S Certificate may be transferred to any proposed holder
except in connection with the transfer of a Residual Certificate made in
accordance with the terms of the preceding sentence.

         SECTION 4.11. Acceptance of Obligations. The Sponsor, by its acceptance
of the Class S Certificates and the Residual Certificates, agrees to be bound by
and to perform all the duties of the Sponsor set forth in this Agreement.

         SECTION 4.12. Distributions on Class S Certificates and Residual
Certificates. The Holders of the Class S Certificates and the Residual
Certificates will be entitled to distributions on each Payment Date, as provided
in the Sale and Servicing Agreement and the Indenture.

                                   ARTICLE V

                         Voting Rights and Other Actions

         SECTION 5.1. Prior Notice with Respect to Certain Matters. With respect
to the following matters, the Owner Trustee shall not take action unless at
least 30 days before the taking of such action, the Owner Trustee shall have
notified the Residual Certificateholders and the Insurer in writing of the
proposed action and the Residual Certificateholders and the Insurer shall not
have notified the Owner Trustee in writing prior to the 30th day after such
notice is given that such Residual Certificateholders or the Insurer have
withheld consent or provided alternative direction:

                                       14
<PAGE>

         (a) the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Business Trust
Statute or unless such amendment would not materially and adversely affect the
interests of the Holders);

         (b) the amendment of the Indenture by a supplemental Indenture in
circumstances where the consent of any Noteholder is required;

         (c) the amendment of the Indenture by a supplemental Indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Class S
Certificateholders or the Residual Certificateholders;

         (d) except pursuant to Section 9.01 of the Sale and Servicing
Agreement, the amendment, change or modification of the Sale and Servicing
Agreement, except to cure any ambiguity or defect or to amend or supplement any
provision in a manner that would not materially adversely affect the interests
of the Residual Certificateholders;

         (e) the consent to the calling or waiver of any default of any Basic
Document;

         (f) the consent to the assignment by the Indenture Trustee or Servicer
of their respective obligations under any Basic Document; (g) except as provided
in Article X hereof, dissolve, terminate or liquidate the Trust in whole or in
part;

         (h) cause the Trust to incur, assume or guaranty any indebtedness other
than as in this Agreement or the other Basic Documents;

         (i) do any act that conflicts with any other Basic Document;

         (j) do any act which would make it impossible to carry on the ordinary
business Trust as described in Section 2.3 hereof;

         (k) possess Trust assets, or assign the Trust's right to property, for
other than a Trust purpose;

         (l) cause the Trust to lend any funds to any entity; or

         (m) change the Trust's purpose and powers from those set forth in this
Trust Agreement.

The Owner Trustee shall notify the Residual Certificateholders in writing of any
appointment of a successor Security Registrar, or Certificate Registrar within
five Business Days thereof.


                                       15
<PAGE>

         SECTION 5.2. Action by Residual Certificateholders with Respect to
Certain Matters.

         (a) Upon the written request from time to time of Residual
Certificateholder(s) evidencing not less than 51% by Percentage Interest and
subject to the prior review by the Insurer, the Owner Trustee shall take
appropriate actions to remove Mortgage Loans from any Pool pursuant to Section
2.07 of the Sale and Servicing Agreement. The Owner Trustee shall notify the
Insurer of any such proposed removal. The Owner Trustee will take such actions
with respect to removal of Mortgage Loans as may from time to time be proposed
by the Residual Certificateholders pursuant to Sections 5.2(b) and 5.5.

         (b) Upon the written request of any Residual Certificateholder (a
"Proposer"), the Owner Trustee shall distribute promptly to all Residual
Certificateholders any request for action or consent of Residual
Certificateholders submitted by such Proposer, with a copy to the Insurer and
the Manager. The Owner Trustee shall provide a reasonable method for collecting
responses to such request and shall tabulate and report the results thereof to
the Residual Certificateholders, the Insurer and the Manager. The Owner Trustee
shall have no responsibility or duty to determine if any such proposed action or
consent is permitted under the terms of this Agreement or applicable law.

         SECTION 5.3. Action with Respect to Bankruptcy. Until one year and one
day following the day on which the Notes have been paid in full, the Owner
Trustee shall not have the power to, and shall not, commence any proceeding or
other actions contemplated by Section 2.12(b) relating to the Trust without the
prior written consent of the Insurer. Until one year and one day following the
day on which the Notes have been paid in full, all amounts due to the Insurer
under the Insurance Agreement have been paid in full, the Policy has terminated
and the Indenture Trustee has surrendered the Policy to the Insurer, the Owner
Trustee shall not have the power to, and shall not, commence any proceeding or
other actions contemplated by Section 2.12(b) relating to the Trust without the
prior written consent of all of the Residual Certificateholders and the Insurer,
and the delivery to the Owner Trustee by each such Residual Certificateholder
and the Insurer, of a certificate certifying that such Residual
Certificateholder reasonably believes that the Trust is insolvent. The Owner
Trustee in undertaking such proceedings or other actions contemplated by Section
2.12(b) relating to the Trust shall consider the interest of the Noteholders,
the Class S Certificateholders and the Insurer in addition to the interests of
the Trust and whether the Trust is insolvent. The Owner Trustee shall not
commence such proceedings or other actions contemplated by Section 2.12(b)
unless the Owner Trustee shall have been furnished (at the expense of the Trust)
with a letter from an independent accounting firm of national reputation stating
that in the opinion of such firm the Trust is then insolvent. The provisions of
this Section do not constitute an acknowledgement or admission by the Trust, the
Owner Trustee, any Class S Certificateholder, any Residual Certificateholder or
any creditor of the Trust that the Trust is eligible to be a debtor under the
United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended.

         SECTION 5.4. Restrictions on Residual Certificateholders' Power.

         (a) Neither the Residual Certificateholders nor the Insurer shall
direct the Owner Trustee to take or refrain from taking any action if such
action or inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement or any of the Basic Documents or would be contrary
to Section 2.3 or otherwise contrary to law nor shall the Owner Trustee be
obligated to follow any such direction, if given.

                                       16
<PAGE>

         (b) No Residual Certificateholder (other than the Sponsor as sole
Residual Certificateholder) 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 or any Basic
Document, unless such party is the Instructing Party pursuant to Section 7.3 and
unless such party previously shall have given to the Owner Trustee a written
notice of default and of the continuance thereof, as provided in this Agreement,
and also unless Residual Certificateholders evidencing not less than 25% by
Percentage Interest shall have made written request upon the Owner Trustee to
institute such action, suit or proceeding in its own name as Owner Trustee under
this Agreement and shall have offered to the Owner Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Owner Trustee, for 30 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, and during such
30-day period no request or waiver inconsistent with such written request has
been given to the Owner Trustee pursuant to and in compliance with this Section
or Section 7.3; it being understood and intended, and being expressly covenanted
by each Residual Certificateholder with every other Residual Certificateholder,
the Owner Trustee or the Insurer, that no Holders of Residual Certificates 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 Residual Certificates, 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 provided in
this Agreement and for the equal, ratable, and common benefit of all Residual
Certificateholders and the Insurer. For the protection and enforcement of the
provisions of this Section 5.4, each and every Residual Certificateholder, the
Owner Trustee and the Insurer shall be entitled to such relief as can be given
either at law or in equity.

         SECTION 5.5. Majority Control. No Residual Certificateholder shall have
any right to vote or in any manner otherwise control the operation and
management of the Trust except as expressly provided in this Agreement. Except
as expressly provided herein, any action that may be taken by the Residual
Certificateholders under this Agreement may be taken by the Holders of Residual
Certificates evidencing not less than a 51% by Percentage Interest of such
class. Except as expressly provided herein, any written notice of the Residual
Certificateholders delivered pursuant to this Agreement shall be effective if
signed by Residual Certificateholders evidencing not less than a 51% Percentage
Interest in such Class at the time of the delivery of such notice.

         SECTION 5.6. Rights of the Insurer. Notwithstanding anything to the
contrary in the Basic Documents, without the prior written consent of the
Insurer, the Owner Trustee shall not (i) remove the Servicer, (ii) initiate any
claim, suit or proceeding by the Trust or compromise any claim, suit or
proceeding brought by or against the Trust, other than with respect to the
enforcement of any Mortgage Loan or any rights of the Trust thereunder or
confess a judgement against the Trust, (iii) authorize the merger or
consolidation of the Trust with or into any other business trust or other entity
or convey or transfer all or substantially all of the Trust's assets to any
other Person, (iv) amend the Certificate of Trust or (v) amend this Agreement in
accordance with Section 12.1 of this Agreement.


                                       17
<PAGE>

         SECTION 5.7. Subrogation. The Insurer shall, to the extent it makes any
payment with respect to any Class S Certificate, become subrogated to the rights
of the recipient of such payments to the extent of such payments. Subject to and
conditioned upon any payment with respect to any Class S Certificate by or on
behalf of the Insurer, the Insurer shall be assigned all rights to the payment
of interest or principal with respect to such Class S Certificate which are then
due for payment to the extent of all payments made by the Insurer. The Insurer
may exercise any option, vote, right, power or the like with respect to such
Class S Certificate to the extent that it has made payment pursuant to the
Policy.

         SECTION 5.8. Insurer's Rights Regarding Actions, Proceedings or
Investigations. Until all Notes and all Class S Certificates have been paid in
full, all amounts owed to the Insurer have been paid in full, the Insurance
Agreement has terminated and the Policy has been returned to the Insurer for
cancellation, the following provisions shall apply:

         (a) Notwithstanding anything contained herein or in the other Basic
Documents to the contrary, the Insurer shall have the right to participate in,
to direct the enforcement or defense of, and, at the Insurer's sole option, to
institute or assume the defense of, any action, proceeding or investigation that
could adversely affect the Trust, the Owner Trust Estate, the Collateral, the
Trust Property or the rights or obligations of the Insurer hereunder or under
the Policy or the Basic Documents, including (without limitation) any insolvency
or bankruptcy proceeding in respect of the Servicer, the Seller, the Sponsor,
the Trust or any affiliate thereof. Following notice to the Indenture Trustee,
the Insurer shall have exclusive right to determine, in its sole discretion, the
actions necessary to preserve and protect the Trust, the Owner Trust Estate, the
Collateral, and the Trust Property. All costs and expenses of the Insurer in
connection with such action, proceeding or investigation, including (without
limitation) any judgment or settlement entered into affecting the Insurer or the
Insurer's interests, shall be included in the Reimbursement Amount.

         (b) In connection with any action, proceeding or investigation that
could adversely affect the Trust, the Owner Trust Estate, the Collateral, the
Trust Property or the rights or obligations of the Insurer hereunder or under
the Policy or the Basic Documents, including (without limitation) any insolvency
or bankruptcy proceeding in respect of the Servicer, the Seller, the Sponsor,
the Trust or any affiliate thereof, the Indenture Trustee hereby agrees to
cooperate with, and to take such action as directed by, the Insurer, including
(without limitation) entering into such agreements and settlements as the
Insurer shall direct, in its sole discretion, without the consent of any
Noteholder.

         (c) The Owner Trustee hereby agrees to provide to the Insurer prompt
written notice of any action, proceeding or investigation that names the Trust
or the Indenture Trustee as a party or that could adversely affect the Trust,
the Owner Trust Estate, the Collateral, the Trust Property or the rights or
obligations of the Insurer hereunder or under the Policy or the Basic Documents,
including (without limitation) any insolvency or bankruptcy proceeding in
respect of the Servicer, the Seller, the Sponsor, the Trust or any affiliate
thereof.


                                       18
<PAGE>

         (d) Notwithstanding anything contained herein or in any of the other
Basic Documents to the contrary, the Owner Trustee shall not, without the
Insurer's prior written consent or unless directed by the Insurer, undertake or
join any litigation or agree to any settlement of any action, proceeding or
investigation affecting the Trust, the Owner Trust Estate, the Collateral, the
Trust Property or the rights or obligations of the Insurer hereunder or under
the Policy or the Basic Documents.

         (e) Each Class S Certificateholder and each Residual Certificateholder,
by acceptance of its Class S Certificate or Residual Certificate, as
appropriate, and the Owner Trustee agree that the Insurer shall have such rights
as set forth in this Section, which are in addition to any rights of the Insurer
pursuant to the other provisions of the Basic Documents, that the rights set
forth in this Section may be exercised by the Insurer, in its sole discretion,
without the need for the consent or approval of any Class S Certificateholder,
any Residual Certificateholder or the Owner Trustee, notwithstanding any other
provision contained herein or in any of the other Basic Documents, and that
nothing contained in this Section shall be deemed to be an obligation of the
Insurer to exercise any of the rights provided for herein.

                                   ARTICLE VI

                                 Certain Duties

         SECTION 6.1. Accounting and Records to the Noteholders, Class S
Certificateholders, Residual Certificateholders, the Internal Revenue Service
and Others. Subject to Sections 8.01(b)(iii) and 8.01(c) of the Sale and
Servicing Agreement, the Sponsor shall (a) maintain (or cause to be maintained)
the books of the Trust on a calendar year basis on the accrual method of
accounting, including, without limitation, the allocations of net income under
Section 2.11 hereof, (b) deliver (or cause to be delivered) to each Class S
Certificateholder and Residual Certificateholder, as may be required by the Code
and applicable Treasury Regulations, such information as may be required
(including Schedule K-1, if applicable) to enable each Class S Certificateholder
and Residual Certificateholder to prepare its Federal and state income tax
returns, (c) file or cause to be filed, if necessary, such tax returns relating
to the Trust (including a partnership information return, Form 1065), and direct
the Owner Trustee or the Servicer, as the case may be, to make such elections as
may from time to time be required or appropriate under any applicable state or
Federal statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a branch, or if applicable, as a partnership, for Federal
income tax purposes and (d) collect or cause to be collected any withholding tax
as described in and in accordance with Section 8.01(b)(ii) of the Sale and
Servicing Agreement with respect to income or distributions to Class S
Certificateholders and Residual Certificateholders and the appropriate forms
relating thereto. The Owner Trustee or the Servicer, as the case may be, shall
make all elections pursuant to this Section as directed in writing by the
Sponsor. The Owner Trustee shall sign all tax information returns, if any, filed
pursuant to this Section 6.1 and any other returns as may be required by law,
and in doing so shall rely entirely upon, and shall have no liability for
information provided by, or calculations provided by, the Sponsor or the
Servicer. The Sponsor will direct the Owner Trustee and the Owner Trustee shall
elect under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Mortgage Loans. The Sponsor shall not
direct the Owner Trustee to make, and the Owner Trustee shall not make, the
election provided under Section 754 of the Code.


                                       19
<PAGE>

         SECTION 6.2. Signature on Returns; Tax Matters Partner.

         (a) Notwithstanding the provisions of Section 6.1 and in the event that
the Trust is characterized as a partnership, the Owner Trustee shall sign on
behalf of the Trust the tax returns of the Trust, unless applicable law requires
a Residual Certificateholder to sign such documents, in which case such
documents shall be signed by the Sponsor.

         (b) In the event that the Trust is characterized as a partnership, the
Sponsor shall be the "tax matters partner" of the Trust pursuant to the Code.

         SECTION 6.3. Underwriting Agreement. The Servicer is hereby authorized
to execute and deliver the Underwriting Agreement with respect to the Notes.

                                  ARTICLE VII

                      Authority and Duties of Owner Trustee

         SECTION 7.1. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is named
as a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is named as a party and
any amendment thereto, in each case, in such form as the Sponsor shall approve
as evidenced conclusively by the Owner Trustee's execution thereof, and on
behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver
Class A-1 Notes in the aggregate principal amount of $100,000,000, Class A-2
Notes in the aggregate principal amount of $100,000,000 and Class A-3 Notes in
the aggregate principal amount of $245,000,000. In addition to the foregoing,
the Owner Trustee is authorized, but shall not be obligated, to take all actions
required of the Trust pursuant to the Basic Documents. The Owner Trustee is
further authorized from time to time to take such action as the Instructing
Party recommends with respect to the Basic Documents so long as such activities
are consistent with the terms of the Basic Documents. The Owner Trustee may rely
on the Manager to carry out any action that the Owner Trustee is authorized or
directed to perform hereunder, to the extent permitted by the Management
Agreement.

         SECTION 7.2. General Duties. It shall be the duty of the Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and to administer the Trust in the interest of the
Holders, subject to the Basic Documents and in accordance with the provisions of
this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed
to have discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Servicer has agreed in the Sale and Servicing
Agreement to perform any act or to discharge any duty of the Trust or the Owner
Trustee hereunder or under any Basic Document, and the Owner Trustee shall not
be liable for the default or failure of the Servicer to carry out its
obligations under the Sale and Servicing Agreement or the failure of the Manager
to carry out its obligations under the Management Agreement.


                                       20
<PAGE>

         SECTION 7.3. Action upon Instruction.

         (a) Subject to Article V, the Insurer (the "Instructing Party") shall
have the exclusive right to direct the actions of the Owner Trustee in the
management of the Trust, so long as such instructions are not inconsistent with
the express terms set forth herein or in any Basic Document. The Instructing
Party shall not instruct the Owner Trustee in a manner inconsistent with this
Agreement or the Basic Documents. In acting in accordance with the direction of
the Insurer pursuant to this Section or pursuant to Article V, the Owner Trustee
shall not be deemed to (i) owe any fiduciary obligation to the Insurer or (ii)
have violated any fiduciary responsibility to the Residual Certificateholders.

         (b) The Owner Trustee shall not be required to take any action
hereunder or under any Basic Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee or is contrary to the terms
hereof or of any Basic Document or is otherwise contrary to law.

         (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Basic Document, the Owner Trustee shall promptly give notice (in such form as
shall be appropriate under the circumstances) to the Instructing Party
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any instruction
of the Instructing Party received, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate instruction within ten days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to,
notwithstanding any other provision of this Agreement, take or refrain from
taking such action, not inconsistent with this Agreement or the Basic Documents,
as it shall deem to be in the best interests of the Residual Certificateholders
and shall have no liability to any Person for such action or inaction.

         (d) In the event that the Owner Trustee is unsure as to the application
of any provision of this Agreement or any Basic Document or any such provision
is ambiguous as to its application, or is, or appears to be, in conflict with
any other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Instructing Party
requesting instruction and, notwithstanding any other provision of this
Agreement, to the extent that the Owner Trustee acts or refrains from acting in
good faith in accordance with any such instruction received, the Owner Trustee
shall not be liable, on account of such action or inaction, to any Person. If
the Owner Trustee shall not have received appropriate instruction within 10 days
of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Basic Documents, as it shall deem to be
in the best interests of the Residual Certificateholders, and shall have no
liability to any Person for such action or inaction.


                                       21
<PAGE>

         SECTION 7.4. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 7.3; and no implied duties or obligations
shall be read into this Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility to file any financing or
continuation statement in any public office at any time or otherwise to perfect
or to maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any Commission filing for the Trust or to record
this Agreement or any Basic Document. The Owner Trustee nevertheless agrees that
it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any Liens on any part of the Owner Trust Estate that
result from actions by, or claims against, the Owner Trustee (solely in its
individual capacity) and that are not related to the ownership or the
administration of the Owner Trust Estate.

         SECTION 7.5. No Action Except under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents
and (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 7.3.

         SECTION 7.6. Restrictions. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of the Owner Trustee, would result in the
Trust's becoming taxable as a corporation or a publicly traded partnership for
Federal income tax purposes. The Residual Certificateholders shall not direct
the Owner Trustee to take action that would violate the provisions of this
Section.

                                  ARTICLE VIII

                          Concerning the Owner Trustee

         SECTION 8.1. Acceptance of Trust and Duties. The Owner Trustee accepts
the trust hereby created and agrees to perform its duties hereunder with respect
to such trust but only upon the terms of this Agreement. The Owner Trustee also
agrees to disburse all monies actually received by it constituting part of the
Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The
Owner Trustee shall not be answerable or accountable hereunder or under any
Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 8.3 expressly made by the Owner
Trustee in its individual capacity, (iii) for liabilities arising from the
failure of the Owner Trustee to perform obligations expressly undertaken by it
in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other
charges on, based on or measured by, any fees, commissions or compensation
received by the Owner Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

                                       22
<PAGE>

         (a) the Owner Trustee shall not be liable for any error of judgment,
not constituting negligence, made by a Responsible Officer of the Owner Trustee;

         (b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it if such action or omission is in accordance
with the instructions of the Instructing Party, the Sponsor, the Servicer or any
Residual Certificateholder pursuant to the terms hereof;

         (c) the Owner Trustee shall not risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any Basic Document if the Owner Trustee shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured or provided to it;

         (d) the Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Sponsor or for the form, character, genuineness, sufficiency, value or validity
of any of the Owner Trust Estate or for or in respect of the validity or
sufficiency of the Basic Documents, other than the certificates of
authentication on the Notes, the Residual Certificates and the Class S
Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty or obligation to the Sponsor, the Insurer, the Indenture
Trustee, any Residual Certificateholder or any Class S Certificateholder, other
than as expressly provided for herein and in the Basic Documents;

         (e) the Owner Trustee shall not be liable for the default or misconduct
of the Sponsor, the Insurer, the Indenture Trustee, or the Servicer under any of
the Basic Documents or otherwise and the Owner Trustee shall have no obligation
or liability to perform the obligations under this Agreement or the Basic
Documents that are required to be performed by the Sponsor under this Agreement,
by the Indenture Trustee under the Indenture or the Servicer under the Sale and
Servicing Agreement; and

         (f) the Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any Basic Document, at the request, order or direction of the
Instructing Party or any of the Residual Certificateholders, unless such
Instructing Party or Residual Certificateholders have offered to the Owner
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby. The
right of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any Basic Document shall not be construed as a duty, and the
Owner Trustee shall not be answerable for other than its gross negligence, bad
faith or willful misconduct in the performance of any such act.

         SECTION 8.2. Furnishing of Documents. The Owner Trustee shall furnish
to the Residual Certificateholders promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.

                                       23
<PAGE>

         SECTION 8.3. Representations and Warranties. The Owner Trustee hereby
represents and warrants, in its individual capacity, to the Sponsor and the
Holders that:

         (a) It is a Delaware banking corporation, duly organized and validly
existing in good standing under the laws of the State of Delaware. It has all
requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement.

         (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any federal or
Delaware state law, governmental rule or regulation governing the banking or
trust powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or by which
any of its properties may be bound.

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

         SECTION 8.4. Reliance; Advice of Counsel.

         (a) The Owner Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer, secretary or other authorized officers of the
relevant party, as to such fact or matter, and such certificate shall constitute
full protection to the Owner Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and (ii) may
consult with counsel, accountants and other skilled persons to be selected with
reasonable care and employed by it. The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
opinion or advice of any such counsel, accountants or other such persons and
according to such opinion not contrary to this Agreement or any Basic Document.


                                       24
<PAGE>

         SECTION 8.5. Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner Trustee by reason of
the transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.

         SECTION 8.6. Owner Trustee Not Liable for Notes, Residual Certificates,
Class S Certificates or Mortgage Loans. The recitals contained herein and in the
Notes, the Residual Certificates and the Class S Certificates (other than the
signature and countersignature of the Owner Trustee on the Notes, the Residual
Certificates and the Class S Certificates, respectively), shall be taken as the
statements of the Sponsor and the Owner Trustee assumes no responsibility for
the correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Agreement, of any Basic Document, of the Notes
(other than the signature and countersignature of the Owner Trustee on the
Notes), of the Residual Certificates (other than the signature and
countersignature of the Owner Trustee on the Residual Certificates), of the
Class S Certificates (other than the signature and countersignature of the Owner
Trustee on the Class S Certificates) or of any Mortgage Loan or related
documents. The Owner Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Mortgage Loan, or the perfection and priority of any security interest
created by any Mortgage Loan or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Owner Trust Estate or
its ability to generate the payments to be distributed to Residual
Certificateholders under this Agreement or the Noteholders or Class S
Certificateholders under the Indenture, including, without limitation: the
existence, condition and ownership of any Mortgage Loan; the existence and
enforceability of any insurance thereon; the existence and contents of any
Mortgage Loan on any computer or other record thereof; the validity of the
assignment of any Mortgage Loan to the Trust or of any intervening assignment;
the completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan; the compliance by the Sponsor, the Servicer or any other Person
with any warranty or representation made under any Basic Document or in any
related document or the accuracy of any such warranty or representation or any
action of the Indenture Trustee or the Servicer or any subservicer taken in the
name of the Owner Trustee.

         SECTION 8.7. Owner Trustee May Own Notes, Residual Certificates and
Class S Certificates. The Owner Trustee in its individual or any other capacity
may become the owner or pledgee of Notes, Residual Certificates or Class S
Certificates and may deal with the Sponsor, the Indenture Trustee and the
Servicer in banking transactions with the same rights as it would have if it
were not Owner Trustee.

         SECTION 8.8. Payments from Owner Trust Estate. All payments to be made
by the Owner Trustee under this Agreement or any of the Basic Documents to which
the Trust or the Owner Trustee is a party shall be made only from the income and
proceeds of the Owner Trust Estate and only to the extent that the Owner Trust
shall have received income or proceeds from the Owner Trust Estate to make such
payments in accordance with the terms hereof. Wilmington Trust Company, or any
successor thereto, in its individual capacity, shall not be liable for any
amounts payable under this Agreement or any of the Basic Documents to which the
Trust or the Owner Trustee is a party.

                                       25
<PAGE>

         SECTION 8.9. Doing Business in Other Jurisdictions. Notwithstanding
anything contained to the contrary, neither Wilmington Trust Company or any
successor thereto, nor the Owner Trustee shall be required to take any action in
any jurisdiction other than in the State of Delaware if the taking of such
action will, even after the appointment of a co-trustee or separate trustee in
accordance with Section 11.5 hereof, (i) require the consent or approval or
authorization or order of or the giving of notice to, or the registration with
or the taking of any other action in respect of, any state or other governmental
authority or agency of any jurisdiction other than the State of Delaware; (ii)
result in any fee, tax or other governmental charge under the laws of the State
of Delaware becoming payable by Wilmington Trust Company (or any successor
thereto); or (iii) subject Wilmington Trust Company (or any successor thereto)
to personal jurisdiction in any jurisdiction other than the State of Delaware
for causes of action arising from acts unrelated to the consummation of the
transactions by Wilmington Trust Company (or any successor thereto) or the Owner
Trustee, as the case may be, contemplated hereby.

                                   ARTICLE IX

                          Compensation of Owner Trustee

         SECTION 9.1. Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive as compensation for its services hereunder the Owner Trustee Fees, and
the Owner Trustee shall be entitled to be reimbursed by the Sponsor for its
other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may employ in connection with the exercise and performance
of its rights and its duties hereunder and under the Basic Documents.

         SECTION 9.2. Indemnification. The Sponsor shall be liable as primary
obligor for, and shall indemnify the Owner Trustee (in its individual and trust
capacities) and its officers, directors, successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may (in its trust or individual capacities) at any time be
imposed on, incurred by, or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this Agreement, the
Basic Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except only
that the Sponsor shall not be liable for or required to indemnify the Owner
Trustee from and against Expenses arising or resulting from any of the matters
described in the third sentence of Section 8.1. The indemnities contained in
this Section and the rights under Section 9.1 shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In any
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section, the Owner Trustee's choice of legal counsel shall be
subject to the approval of the Sponsor which approval shall not be unreasonably
withheld.

                                       26
<PAGE>

         SECTION 9.3. Payments to the Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article IX shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment.

         SECTION 9.4. Non-recourse Obligations. Notwithstanding anything in this
Agreement or any Basic Document, the Owner Trustee agrees in its individual
capacity and in its capacity as Owner Trustee for the Trust that all obligations
of the Trust to the Owner Trustee individually or as Owner Trustee for the Trust
shall be recourse to the Owner Trust Estate only and specifically shall not be
recourse to the assets of any Residual Certificateholder.

                                   ARTICLE X

                         Termination of Trust Agreement

         SECTION 10.1. Termination of Trust Agreement.

         (a) This Agreement and the Trust shall terminate and be of no further
force or effect upon the later of (i) the maturity or other liquidation of the
last Mortgage Loan (including the redemption by the Sponsor at its option of the
Notes as described in Section 7.01(b) of the Sale and Servicing Agreement) and
the subsequent distribution of amounts in respect of such Mortgage Loans as
provided in the Basic Documents or (ii) the payment to Residual
Certificateholders of all amounts required to be paid to them pursuant to this
Agreement and the payment to the Insurer of all amounts payable or reimbursable
to it pursuant to the Sale and Servicing Agreement, the Indenture and the
Insurance Agreement; provided, however, that the rights to indemnification under
Section 9.2 and the rights under Section 9.1 shall survive the termination of
the Trust. The Servicer shall promptly notify the Owner Trustee and the Insurer
of any prospective termination pursuant to this Section 10.1. The bankruptcy,
liquidation, dissolution, death or incapacity of any Residual Certificateholder
shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle
such Residual Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Owner Trust Estate nor (z)
otherwise affect the rights, obligations and liabilities of the parties hereto.

         (b) Except as provided in clause (a), neither the Sponsor nor any other
Residual Certificateholder shall be entitled to revoke or terminate the Trust.

         (c) Notice of any termination of the Trust, specifying the Payment Date
upon which the Residual Certificateholders and Class S Certificateholders shall
surrender their Residual Certificates and Class S Certificates to the Indenture
Trustee for payment of the final distribution and cancellation, shall be given
by the Owner Trustee by letter to the Residual Certificateholders and Class S
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 7.01(c) of the Sale and
Servicing Agreement, stating (i) the Payment Date upon or with respect to which
final payment of the Residual Certificates or Class S Certificates, as the case
may be, shall be made upon presentation and surrender of the Residual
Certificates or Class S Certificates, as the case may be, at the office of the
Indenture Trustee therein designated, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Residual Certificates or Class S Certificates, as the case may be, at the office
of the Indenture Trustee therein specified. The Owner Trustee shall give such
notice to the Certificate Registrar (if other than the Owner Trustee) and the
Indenture Trustee at the time such notice is given to the Residual
Certificateholders and Class S Certificateholders. Upon presentation and
surrender of the Residual Certificates or Class S Certificates, as the case may
be, the Indenture Trustee shall cause to be distributed to the Residual
Certificateholders and Class S Certificateholders amounts distributable on such
Payment Date pursuant to Section 8.7(d)(xvi) or Section 8.7(d)(iv) of the
Indenture, as applicable.


                                       27
<PAGE>

         In the event that all of the Residual Certificateholders or Class S
Certificateholders shall not surrender their Residual Certificates or Class S
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Owner Trustee shall give a second written
notice to the remaining Residual Certificateholders or Class S
Certificateholders, as appropriate, to surrender their Residual Certificates or
Class S Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all the Residual
Certificates or Class S Certificates shall not have been surrendered for
cancellation, the Owner Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Residual
Certificateholders or Class S Certificateholders, as appropriate, concerning
surrender of their Residual Certificates or Class S Certificates, as
appropriate, and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement. Any funds remaining in the
Trust after exhaustion of such remedies shall be distributed, subject to
applicable escheat laws, by the Owner Trustee to the Sponsor and Holders shall
look solely to the Sponsor for payment.

         (d) Any funds remaining in the Trust after funds for final distribution
have been distributed or set aside for distribution shall be distributed by the
Owner Trustee to the Sponsor.

         (e) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute.

                                   ARTICLE XI

             Successor Owner Trustees and Additional Owner Trustees

         SECTION 11.1. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation (i) satisfying the provisions of
Section 3807(a) of the Business Trust Statute; (ii) authorized to exercise
corporate trust powers; (iii) having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal or State
authorities; (iv) having (or having a parent which has) a rating of at least A3
by Moody's or A-1 by Standard & Poor's; and (v) acceptable to the Insurer in its
sole discretion. If such corporation shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Owner Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Owner Trustee shall resign immediately in
the manner and with the effect specified in Section 11.2.


                                       28
<PAGE>

         SECTION 11.2. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Sponsor (or in the event that the
Sponsor is not the sole Residual Certificateholder, the Holders of Residual
Certificates evidencing not less than a majority in interest in the Trust), the
Insurer and the Servicer. Upon receiving such notice of resignation, the Sponsor
shall promptly appoint a successor Owner Trustee, meeting the qualifications set
forth in Section 11.1 herein, by written instrument, one copy of which
instrument shall be delivered to the resigning Owner Trustee and with additional
copies to the successor Owner Trustee and the Insurer provided that the Sponsor
shall have received written confirmation from each of the Rating Agencies that
the proposed appointment will not result in an increased capital charge to the
Insurer by either of the Rating Agencies. If no successor Owner Trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Owner Trustee or the Insurer
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 11.1 and shall fail to resign after
written request therefor by the Sponsor, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Residual Certificateholder with the consent of the Insurer
may remove the Owner Trustee. If the Residual Certificateholder shall remove the
Owner Trustee under the authority of the immediately preceding sentence, the
Sponsor shall promptly appoint a successor Owner Trustee, meeting the
qualifications set forth in Section 11.1 herein, by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed, one copy to the Insurer and one copy to the successor Owner
Trustee and the Sponsor shall pay all fees owed to the outgoing Owner Trustee,
if not previously paid by the Trust.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 11.3 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation
or removal of the Owner Trustee to each of the Rating Agencies.

         Notwithstanding any other provision of this Agreement, and in addition
to any other method of removal of the Owner Trustee contained herein, upon a
proposal made pursuant to Section 5.2(b) and the subsequent consent of Residual
Certificateholders representing no less than a 66-2/3% Percentage Interest of
the Residual Certificates in the Trust, the Owner Trustee may be removed as
Owner Trustee, subject to the consent of the Insurer, which consent is not to be
unreasonably withheld. In the event the Owner Trustee is removed pursuant to
this paragraph, the provisions of this Agreement, including Article X herein,
shall apply as if the Owner Trustee had resigned hereunder.


                                       29
<PAGE>

         SECTION 11.3. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 11.2 shall execute, acknowledge and deliver to the
Sponsor, the Servicer and the Insurer and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective
and such successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Sponsor and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 11.1.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Servicer shall mail notice of the successor of such Owner
Trustee to all Residual Certificateholders, the Indenture Trustee, the
Noteholders and the Rating Agencies. If the Servicer shall fail to mail such
notice within 10 days after acceptance of appointment by the successor Owner
Trustee, the successor Owner Trustee shall cause such notice to be mailed at the
expense of the Servicer.

         SECTION 11.4. Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such corporation shall be eligible pursuant to Section 11.1, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided,
further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies and the Insurer.

         SECTION 11.5. Appointment of Co-Owner Trustee or Separate Owner
Trustee. Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Owner Trust Estate or any Mortgaged Property may at the time be
located, the Servicer and the Owner Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee and the Insurer to act as co-trustee, jointly with
the Owner Trustee, or separate trustee or separate trustees, of all or any part
of the Owner Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Servicer and the Owner Trustee may consider necessary or desirable. If the
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee subject to the approval
of the Insurer (which approval shall not be unreasonably withheld) shall have
the power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 11.1 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 11.3.


                                       30
<PAGE>

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

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

                  (ii) no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
         Agreement; and

                  (iii) the Servicer and the Owner Trustee acting jointly may at
         any time accept the resignation of or remove any separate trustee or
         co-trustee.

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

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


                                       31
<PAGE>

                                  ARTICLE XII

                                  Miscellaneous

         SECTION 12.1. Supplements and Amendments.

         (a) This Agreement may be amended by the Sponsor and the Owner Trustee,
with the prior written consent of the Insurer and with prior written notice to
the Rating Agencies, without the consent of any of the Noteholders or, in the
event that the Sponsor is not the sole Residual Certificateholder, the Residual
Certificateholders, (i) to cure any ambiguity or defect or (ii) to correct,
supplement or modify any provisions in this Agreement; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel which may be based
upon a certificate of the Servicer, adversely affect in any material respect the
interests of any Noteholder or Residual Certificateholder.

         (b) This Agreement may also be amended from time to time, with the
prior written consent of the Insurer, by the Sponsor and the Owner Trustee, with
prior written notice to the Rating Agencies, and, to the extent such amendment
materially and adversely affects the interests of the Noteholders, with the
consent of the Noteholders evidencing not less than a majority of the
Outstanding Amount of the Notes and, the consent of the Residual
Certificateholders evidencing not less than a majority interest in the Trust
(which consent of any Holder of a Note or Residual Certificate given pursuant to
this Section or pursuant to any other provision of this Agreement shall be
conclusive and binding on such Holder and on all future Holders of such Note or
Residual Certificate and of any Note or Residual Certificate issued upon the
transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Note or Residual Certificate) 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 or the Residual Certificateholders; provided, however, that,
subject to the express rights of the Insurer under the Basic Documents, no such
amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Mortgage Loans or
distributions that shall be required to be made for the benefit of the
Noteholders, the Residual Certificateholders or the Class S Certificateholders
or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes
and the Residual Certificate, the Holders of which are required to consent to
any such amendment, without the consent of the Holders of all the outstanding
Notes and Holders of all outstanding Residual Certificates.

         Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Residual Certificateholder, the Indenture Trustee,
the Insurer and each of the Rating Agencies.

                                       32
<PAGE>

         It shall not be necessary for the consent of the Noteholders, the
Residual Certificateholders or the Indenture Trustee pursuant to this Section 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 any other consents of Residual Certificateholders
provided for in this Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Residual Certificateholders shall
be subject to such reasonable requirements as the Owner Trustee may prescribe.
Promptly after the execution of any amendment to the Certificate of Trust, the
Owner Trustee shall cause the filing of such amendment with the Secretary of
State.

         Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
the execution and delivery of such amendment have been satisfied. The Owner
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Owner Trustee's own rights, duties or immunities under this
Agreement or otherwise.

         SECTION 12.2. No Legal Title to Owner Trust Estate in Residual
Certificateholders. The Residual Certificateholders shall not have legal title
to any part of the Owner Trust Estate. The Residual Certificateholders shall be
entitled to receive distributions with respect to their undivided ownership
interest therein only in accordance with Article IX. No transfer, by operation
of law or otherwise, of any right, title or interest of the Residual
Certificateholders to and in their ownership interest in the Owner Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Owner Trust Estate.

         SECTION 12.3. Limitations on Rights of Others. Except for Section 2.7,
the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Sponsor, the Residual Certificateholders, the Servicer and, to the
extent expressly provided herein, the Insurer, the Indenture Trustee and the
Noteholders, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Owner Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

         SECTION 12.4. Notices.

         (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt
personally delivered, delivered by overnight courier or mailed first class mail
or certified mail, in each case return receipt requested, and shall be deemed to
have been duly given upon receipt, if to the Owner Trustee, addressed to the
Corporate Trust Office; if to the Sponsor, addressed to GreenPoint Mortgage
Securities Inc., 100 Wood Hollow Drive, Doorstop #22210, Novato, California
94945, Attention: S.A. Ibrahim; if to the Insurer, addressed to Insurer, MBIA
Insurance Corporation, 113 King Street, Armonk, NY 10504, Attention: Insured
Portfolio Management - SF (GreenPoint Home Equity Loan Trust--2001-2), Telecopy
No.: 1-800-787-1311; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.


                                       33
<PAGE>

         (b) Any notice required or permitted to be given to a Residual
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Holder as shown in the Certificate 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 Residual Certificateholder
receives such notice.

         SECTION 12.5. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         SECTION 12.6. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         SECTION 12.7. Assignments; Insurer.

         (a) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns. This
Agreement shall also inure to the benefit of the Insurer. Without limiting the
generality of the foregoing, all covenants and agreements in this Agreement
which confer rights upon the Insurer shall be for the benefit of and run
directly to the Insurer and the Insurer shall be entitled to rely on and enforce
such covenants, subject, however, to the limitations on such rights provided in
this Agreement and the Basic Documents. The Insurer may disclaim any of its
rights and powers under this Agreement (but not its duties and obligations under
the Policy) upon delivery of a written notice to the Owner Trustee.

         (b) In accepting instructions from the Insurer pursuant to Article V or
Section 7.3 of this Agreement, and with respect to any other obligations of the
Owner Trustee to the Insurer under this Agreement, the Owner Trustee undertakes
to perform or observe only its express obligations under this Agreement, and no
implied obligations with respect to the Insurer shall be read into this
Agreement against the Owner Trustee. The Owner Trustee shall not be deemed to
owe any fiduciary duty to the Insurer and it is expressly understood and agreed
by the Insurer that the Owner Trustee shall not be personally liable or
responsible for the payment of any amount owing on or with respect to the Basic
Documents or for the failure of the Trust to perform its obligations under the
Basic Documents or any other agreement with respect thereto.

         SECTION 12.8. No Petition. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), by entering into this Agreement, each
Residual Certificateholder, by accepting a Residual Certificate, each Class S
Certificateholder, by accepting a Class S Certificate, and the Indenture Trustee
and each Noteholder by accepting the benefits of this Agreement, hereby
covenants and agrees that they will not at any time institute against the
Sponsor, or join in any institution against the Sponsor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, the Residual
Certificates, the Class S Certificates, this Agreement or any of the Basic
Documents.


                                       34
<PAGE>

         SECTION 12.9. No Recourse. Each Residual Certificateholder by accepting
a Residual Certificate acknowledges that such Residual Certificateholder's
Residual Certificates represent beneficial interests in the Trust only and do
not represent interests in or obligations of the Servicer, the Sponsor, the
Owner Trustee, the Indenture Trustee, the Insurer or any Affiliate thereof and
no recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated in this Agreement, the Residual Certificates
or the Basic Documents. Each Class S Certificateholder by accepting a Class S
Certificate acknowledges that such Class S Certificateholder's Class S
Certificates do not represent interests in or obligations of the Servicer, the
Sponsor, the Owner Trustee, the Indenture Trustee, the Insurer or any Affiliate
thereof and no recourse may be had against such parties or their assets, except
as may be expressly set forth or contemplated in this Agreement, the Residual
Certificates or the Basic Documents.

         SECTION 12.10. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION 12.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 12.12. Servicer. The Servicer is authorized to prepare, or
cause to be prepared, execute and deliver on behalf of the Trust all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant
to the Basic Documents. Upon written request, the Owner Trustee shall execute
and deliver to the Servicer a limited power of attorney appointing the Servicer
the Trust's agent and attorney-in-fact to prepare, or cause to be prepared,
execute and deliver all such documents, reports, filings, instruments,
certificates and opinions.


                                       35
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized as of
the day and year first above written.



                                            WILMINGTON TRUST COMPANY,
                                                Owner Trustee


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


                                            GREENPOINT MORTGAGE SECURITIES INC.,
                                                 Sponsor



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

Acknowledged and Agreed:

GREENPOINT MORTGAGE FUNDING, INC.,
Servicer

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


<PAGE>
                                                                       EXHIBIT A

                               CLASS S CERTIFICATE


THIS CLASS S CERTIFICATE REPRESENTS CERTAIN RIGHTS TO PAYMENT OF INTEREST TO THE
EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERRED TO HEREIN.

THIS CLASS S CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON.

THIS CLASS S CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS S CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.10 OF THE TRUST AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CLASS S CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE
PROVIDES A REPRESENTATION LETTER FROM THE TRANSFEREE OF SUCH CLASS S
CERTIFICATE, ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER
TRUSTEE AND THE INSURER, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE, NOR A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF
ANY SUCH PLAN, WHICH REPRESENTATION LETTER SHALL NOT BE AN EXPENSE OF THE OWNER
TRUSTEE OR THE INSURER.

NO TRANSFER OF A CLASS S CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS MADE IN ACCORDANCE WITH
SAID ACT AND LAWS. EXCEPT FOR THE INITIAL ISSUANCE OF THE CLASS S CERTIFICATE TO
THE SPONSOR, THE OWNER TRUSTEE SHALL REQUIRE (i) THE TRANSFEREE TO EXECUTE AN
INVESTMENT LETTER ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
OWNER TRUSTEE AND THE INSURER CERTIFYING TO THE OWNER TRUSTEE AND THE INSURER
THE FACTS SURROUNDING SUCH TRANSFER, WHICH INVESTMENT LETTER SHALL NOT BE AN
EXPENSE OF THE OWNER TRUSTEE, OR THE INSURER OR (ii) IF THE INVESTMENT LETTER IS
NOT DELIVERED, A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE, THE INSURER AND THE SPONSOR THAT
SUCH TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE
EXEMPTION AND THE BASIS THEREFOR, FROM SAID ACT OR IS BEING MADE PURSUANT TO
SAID ACT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE OWNER TRUSTEE,
THE INSURER OR THE SPONSOR. THE HOLDER OF A CLASS S CERTIFICATE DESIRING TO
EFFECT SUCH TRANSFER SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE SPONSOR AND
THE INSURER AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT SO
EXEMPT OR IS NOT MADE IN ACCORDANCE WITH SUCH FEDERAL AND STATE LAWS.



                                       A-1
<PAGE>

THE CLASS S CERTIFICATES AND ANY INTEREST THEREIN SHALL NOT BE TRANSFERRED
EXCEPT UPON SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT: (I) THE PERSON
THAT ACQUIRES A CLASS S CERTIFICATE SHALL (A) BE ORGANIZED AND EXISTING UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE OR THE DISTRICT OF
COLUMBIA THEREOF, (B) EXPRESSLY ASSUME, BY AN AGREEMENT SUPPLEMENTAL HERETO,
EXECUTED AND DELIVERED TO THE OWNER TRUSTEE AND THE INSURER, THE PERFORMANCE OF
EVERY COVENANT AND OBLIGATION OF THE SPONSOR UNDER THE TRUST AGREEMENT AND (C)
AS PART OF ITS ACQUISITION OF A CLASS S CERTIFICATE, ACQUIRE ALL RIGHTS OF THE
CLASS S CERTIFICATEHOLDER OR ANY TRANSFEREE UNDER SECTION 4.10 OF THE TRUST
AGREEMENT TO AMOUNTS PAYABLE TO THE CLASS S CERTIFICATE OR SUCH TRANSFEREE UNDER
SECTIONS 8.7(D)(IV) AND ARTICLE X OF THE INDENTURE; (II) THE HOLDER OF THE CLASS
S CERTIFICATES SHALL DELIVER TO THE OWNER TRUSTEE AND THE INSURER AN OFFICER'S
CERTIFICATE STATING THAT SUCH TRANSFER AND SUCH SUPPLEMENTAL AGREEMENT COMPLY
WITH SECTION 4.10(C) OF THE TRUST AGREEMENT AND THAT ALL CONDITIONS PRECEDENT
PROVIDED BY SECTION 4.10(C) OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH AND
AN OPINION OF COUNSEL STATING THAT ALL CONDITIONS PRECEDENT PROVIDED BY SECTION
4.10(C) OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH, AND THE OWNER TRUSTEE
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; (III) THE HOLDER OF THE CLASS S CERTIFICATES SHALL
DELIVER TO THE OWNER TRUSTEE AND THE INSURER A LETTER FROM EACH RATING AGENCY
CONFIRMING THAT ITS RATING OF THE NOTES, AFTER GIVING EFFECT TO SUCH TRANSFER,
WILL NOT BE REDUCED OR WITHDRAWN WITHOUT REGARD TO THE POLICY; (IV) THE
TRANSFEREE OF THE CLASS S CERTIFICATES SHALL DELIVER TO THE OWNER TRUSTEE, AND
THE INSURER AN OPINION OF COUNSEL TO THE EFFECT THAT (A) SUCH TRANSFER WILL NOT
ADVERSELY AFFECT THE TREATMENT OF THE NOTES AFTER SUCH TRANSFER AS DEBT FOR
FEDERAL AND APPLICABLE STATE INCOME TAX PURPOSES, (B) SUCH TRANSFER WILL NOT
RESULT IN THE TRUST BEING SUBJECT TO TAX AT THE ENTITY LEVEL FOR FEDERAL OR
APPLICABLE STATE TAX PURPOSES, (C) SUCH TRANSFER WILL NOT HAVE ANY MATERIAL
ADVERSE IMPACT ON THE FEDERAL OR APPLICABLE STATE INCOME TAXATION OF A
NOTEHOLDER OR ANY CLASS S CERTIFICATEHOLDER AND (D) SUCH TRANSFER WILL NOT
RESULT IN THE ARRANGEMENT CREATED BY THE TRUST AGREEMENT OR ANY "PORTION" OF THE
TRUST, BEING TREATED AS A TAXABLE MORTGAGE POOL AS DEFINED IN SECTION 7701(I) OF
THE CODE; (V) ALL FILINGS AND OTHER ACTIONS NECESSARY TO CONTINUE THE PERFECTION
OF THE INTEREST OF THE TRUST IN THE MORTGAGE LOANS AND THE OTHER PROPERTY
CONVEYED UNDER THE TRUST AGREEMENT SHALL HAVE BEEN TAKEN OR MADE AND (VI) THE
INSURER SHALL HAVE CONSENTED TO SUCH TRANSFER.

                                       A-2
<PAGE>

IN ADDITION, NO TRANSFER OR PLEDGE OF (I) ANY RESIDUAL CERTIFICATE OR (II) ANY
PORTION OF A TRANSFEROR'S INTEREST IN ANY RESIDUAL CERTIFICATE SHALL BE MADE TO
A PROPOSED HOLDER UNLESS TRANSFEROR SIMULTANEOUSLY TRANSFERS TO SUCH PROPOSED
HOLDER (I) THE CLASS S CERTIFICATE OR (II) AN ANALOGOUS PORTION (BY PERCENTAGE)
OF THE TRANSFEROR'S INTEREST IN THE CLASS S CERTIFICATE, RESPECTIVELY. NO CLASS
S CERTIFICATE MAY BE TRANSFERRED TO ANY PROPOSED HOLDER EXCEPT IN CONNECTION
WITH THE TRANSFER OF A RESIDUAL CERTIFICATE MADE IN ACCORDANCE WITH THE TERMS OF
THE PRECEDING SENTENCE.

THIS CLASS S CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                       A-3
<PAGE>


          GREENPOINT HOME EQUITY LOAN TRUST 2001-2 CLASS S CERTIFICATE


Percentage Interest:  100%                       Cut-Off Date:  October 31, 2001
First Payment Date:  December 17, 2001           Issue Date:  November 20, 2001

No. 1

                       GreenPoint Mortgage Securities Inc.
                            Class S Certificateholder

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

           This is one of the Class S Certificates referred to in the
within-mentioned Trust Agreement.


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



                           By:
                              ----------------------------------------
                                        Authenticating Agent



                                       A-4
<PAGE>


         The Trust was created pursuant to a Trust Agreement dated as of
November 1, 2001 (the "Trust Agreement"), between the Sponsor and Wilmington
Trust Company, as owner trustee (the "Owner Trustee"), a summary of certain of
the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement.

         This Class S Certificate is one of the duly authorized Class S
Certificates designated as GreenPoint Home Equity Loan "Asset Backed
Certificates" (herein called the "Class S Certificates"). Also issued by the
Trust under the Indenture are three classes of Notes designated as Class A-1
Notes, Class A-2 Notes and Class A-3 Notes (collectively referred to herein as
the "Notes"). Also issued by the Trust under the Trust Agreement are the
Residual Certificates (the "Residual Certificates"). These Class S Certificates
are issued under and are subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the holder of this Class S Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.
The property of the Trust includes (A) a pool of certain adjustable rate home
equity revolving credit line loans (the "HELOC Mortgage Loans") (including any
Additional Balances related thereto) which conform to certain 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, (B) a pool
of certain HELOC Mortgage Loans (including any Additional Balances related
thereto) which conform to certain 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, and (C) a pool of certain HELOC Mortgage
Loans (including any Additional Balances related thereto) and, possibly, certain
second lien closed-end mortgage loans (the "Closed End Mortgage Loans") which
may or may not so conform.

         Under the Indenture, there will be distributed on the 15th day of each
month or, if such 15th day is not a Business Day, the next Business Day (the
"Payment Date"), commencing on December 17, 2001, to the Person in whose name
this Class S Certificate is registered at the close of business on the Business
Day preceding such Payment Date (the "Record Date") such Class S
Certificateholder's Percentage Interest in the amount to be distributed to Class
S Certificateholders on such Payment Date.

         The holder of this Class S Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Class S Certificate are
subordinated to the rights of the Noteholders as described in the Sale and
Servicing Agreement, the Indenture and the Trust Agreement, as applicable.

         The holder of this Class S Certificate, by acceptance of this Class S
Certificate, specifically acknowledges that it has no right to or interest in
any monies at any time held pursuant to the Pre-Funding Account or the Reserve
Fund or prior to the release of such monies pursuant to Sections 8.7(d)(iv) and
8.6(c) of the Indenture, such monies being held in trust for the benefit of the
Noteholders and the Insurer. Notwithstanding the foregoing, in the event that it
is ever determined that the monies held in the Pre-Funding Account or the
Reserve Fund constitute a pledge of collateral, then the provisions of the Sale
and Servicing Agreement shall be considered to constitute a security agreement
and the holder of this Class S Certificate hereby grants to the Indenture
Trustee and the Insurer a first priority perfected security interest in such
amounts. In addition, each Class S Certificateholder, by acceptance of its Class
S Certificate, hereby appoints the Sponsor as its agent to pledge a first
priority perfected security interest in the Reserve Fund and agrees to execute
and deliver such instruments of conveyance, assignment, grant, confirmation,
etc., as well as any financing statements, in each case as the Insurer shall
consider reasonably necessary in order to perfect the Indenture Trustee's
security interest in the Trust Property.


                                       A-5
<PAGE>

         It is the intent of the Sponsor, the Servicer, and the Class S
Certificateholders that, for purposes of Federal income taxes, the Trust will be
treated as a branch. In the event that the Class S Certificates are held by more
than one Holder, it is the intent of the Sponsor, the Servicer, and the Class S
Certificateholders that, for purposes of Federal income taxes, the Trust will be
treated as a partnership and the Class S Certificateholders will be treated as
partners in that partnership. The Sponsor and any other Class S
Certificateholders, by acceptance of a Class S Certificate, agree to treat, and
to take no action inconsistent with the treatment of, the Class S Certificates
for such tax purposes as partnership interests in the Trust. Each Class S
Certificateholder, by its acceptance of a Class S Certificate, covenants and
agrees that such Class S Certificateholder will not at any time institute
against the Trust or the Sponsor, or join in any institution against the Trust
or the Sponsor of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Class S Certificates, the Certificates, the Trust Agreement or any of the
Basic Documents.

         Distributions on this Class S Certificate will be made as provided in
the Sale and Servicing Agreement and the Indenture by the Indenture Trustee by
wire transfer or check mailed to the Class S Certificateholder of record in the
Certificate Register without the presentation or surrender of this Class S
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the above, the final distribution on
this Class S Certificate will be made after due notice by the Owner Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Class S Certificate at the office or agency maintained for the purpose by
the Owner Trustee in the Corporate Trust Office.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Class S Certificate shall not entitle the holder hereof to any benefit
under the Trust Agreement or the Sale and Servicing Agreement or be valid for
any purpose.

         The Class S Certificates do not represent an obligation of, or an
interest in, the Company, the Sponsor, the Servicer, the Insurer, the Owner
Trustee or any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Indenture or the Basic Documents. In
addition, this Class S Certificate is not guaranteed by any governmental agency
or instrumentality and is limited in right of payment to certain collections
with respect to the Mortgage Loans, as more specifically set forth herein, in
the Sale and Servicing Agreement and in the Indenture. A copy of each of the
Sale and Servicing Agreement and the Trust Agreement may be examined during
normal business hours at the principal office of the Sponsor, and at such other
places, if any, designated by the Sponsor, by any Class S Certificateholder upon
written request.


                                       A-6
<PAGE>

         The Class S Certificates are entitled to the benefits of a financial
guaranty insurance policy (the "Policy") issued by MBIA Insurance Corporation
(the "Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of the Insured Payments with respect to the Class S Certificates on
each Payment Date, all as more fully set forth in the Policy.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Sponsor and the rights of the Class S Certificateholders under the Trust
Agreement at any time by the Sponsor and the Owner Trustee with the prior
written consent of the Insurer and with the consent of the holders of the Notes
and the Residual Certificates evidencing not less than a majority of the
outstanding Notes and the Residual Certificates. Any such amendment shall be
conclusive and binding upon the holder of this Class S Certificate and on all
future holders of this Class S Certificate and of any Class S Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Class S Certificate. The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the holders of any of the Class S Certificates (other
than the Sponsor, or the Insurer).

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Class S Certificate is registrable in
the Certificate Register upon surrender of this Class S Certificate for
registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Owner Trustee in the Corporate Trust Office, accompanied by a
written instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Class S
Certificates in authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is Wilmington Trust
Company.

         Except for Class S Certificates issued to the Sponsor, the Class S
Certificates are issuable only as registered Class S Certificates without
coupons in denominations of $1,000 or integral multiples of $1,000 in excess
thereof. As provided in the Trust Agreement and subject to certain limitations
therein set forth, Class S Certificates are exchangeable for new Class S
Certificates in authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Owner Trustee, the Certificate Registrar, the Insurer and any agent
of the Owner Trustee, the Certificate Registrar, or the Insurer may treat the
person in whose name this Class S Certificate is registered as the owner hereof
for all purposes, and none of the Owner Trustee, the Certificate Registrar, the
Insurer nor any such agent shall be affected by any notice to the contrary.


                                       A-7
<PAGE>

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Class S
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement, the Indenture and the Sale and Servicing Agreement and the
disposition of all property held as part of the Trust. The Sponsor may at its
option redeem the Notes at a price and upon the satisfaction of certain
conditions specified in Section 7.01(b) of the Sale and Servicing Agreement, and
if all of the Notes are redeemed, such redemption may result in termination of
the Trust which may effect a transfer of the Class S Certificates; however, such
right of purchase is exercisable, subject to certain restrictions, only on any
Payment Date on or after the Payment Date immediately prior to which the related
Note Principal Balance for a Class of Notes is less than or equal to 10% of the
related Original Note Principal Balance for such Class of Notes, all amounts due
and owing to the Insurer for unpaid premiums and unreimbursed draws related to
such Class of Notes on the Policy and all other amounts due and owing to the
Insurer pursuant to the Insurance Agreement together with interest thereon as
provided under the Insurance Agreement have been paid.

         The recitals contained herein shall be taken as the statements of the
Sponsor or the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Class S Certificate or
of any Mortgage Loan or related document.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual or facsimile
signature, this Class S Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Sale and Servicing Agreement or be
valid for any purpose.


                                       A-8
<PAGE>


         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Class S Certificate to be duly
executed.


                                    GREENPOINT HOME EQUITY LOAN TRUST 2001-2

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



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


Dated: November 20, 2001


                                       A-9
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)


--------------------------------------------------------------------------------
the within Residual Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

________________________ Attorney to transfer said Residual Certificate on the
books of the Certificate Registrar, with full power of substitution in the
premises.

Dated:

                                                                               *
                                        ----------------------------------------
                                        Signature Guaranteed:

                                                                               *
                                        ----------------------------------------


-------------------
*        NOTICE: The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within
         Residual Certificate in every particular, without alteration,
         enlargement or any change whatever. Such signature must be guaranteed
         by an "eligible guarantor institution" meeting the requirements of the
         Certificate Registrar, which requirements include membership or
         participation in STAMP or such other "signature guarantee program" as
         may be determined by the Certificate Registrar in addition to, or in
         substitution for, STAMP, all in accordance with the Securities Exchange
         Act of 1934, as amended.




                                      A-10
<PAGE>

                                                                       EXHIBIT B


                              RESIDUAL CERTIFICATE


THIS RESIDUAL CERTIFICATE REPRESENTS CERTAIN RESIDUAL RIGHTS TO PAYMENT TO THE
EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERRED TO HEREIN.

THIS RESIDUAL CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON.

THIS RESIDUAL CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS RESIDUAL CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.10 OF THE TRUST AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS RESIDUAL CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE
PROVIDES A REPRESENTATION LETTER FROM THE TRANSFEREE OF SUCH RESIDUAL
CERTIFICATE, ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER
TRUSTEE AND THE INSURER, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE, NOR A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF
ANY SUCH PLAN, WHICH REPRESENTATION LETTER SHALL NOT BE AN EXPENSE OF THE OWNER
TRUSTEE OR THE INSURER.

NO TRANSFER OF A RESIDUAL CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS MADE IN ACCORDANCE WITH
SAID ACT AND LAWS. EXCEPT FOR THE INITIAL ISSUANCE OF THE RESIDUAL CERTIFICATE
TO THE SPONSOR, THE OWNER TRUSTEE SHALL REQUIRE (i) THE TRANSFEREE TO EXECUTE AN
INVESTMENT LETTER ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
OWNER TRUSTEE AND THE INSURER CERTIFYING TO THE OWNER TRUSTEE AND THE INSURER
THE FACTS SURROUNDING SUCH TRANSFER, WHICH INVESTMENT LETTER SHALL NOT BE AN
EXPENSE OF THE OWNER TRUSTEE, OR THE INSURER OR (ii) IF THE INVESTMENT LETTER IS
NOT DELIVERED, A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE, THE INSURER AND THE SPONSOR THAT
SUCH TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE
EXEMPTION AND THE BASIS THEREFOR, FROM SAID ACT OR IS BEING MADE PURSUANT TO
SAID ACT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE OWNER TRUSTEE,
THE INSURER OR THE SPONSOR. THE HOLDER OF A RESIDUAL CERTIFICATE DESIRING TO
EFFECT SUCH TRANSFER SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE SPONSOR AND
THE INSURER AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT SO
EXEMPT OR IS NOT MADE IN ACCORDANCE WITH SUCH FEDERAL AND STATE LAWS.


                                      B-1
<PAGE>

THE RESIDUAL CERTIFICATES AND ANY INTEREST THEREIN SHALL NOT BE TRANSFERRED
EXCEPT UPON SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT: (I) THE PERSON
THAT ACQUIRES A RESIDUAL CERTIFICATE SHALL (A) BE ORGANIZED AND EXISTING UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE OR THE DISTRICT OF
COLUMBIA THEREOF, (B) EXPRESSLY ASSUME, BY AN AGREEMENT SUPPLEMENTAL HERETO,
EXECUTED AND DELIVERED TO THE OWNER TRUSTEE AND THE INSURER, THE PERFORMANCE OF
EVERY COVENANT AND OBLIGATION OF THE SPONSOR UNDER THE TRUST AGREEMENT AND (C)
AS PART OF ITS ACQUISITION OF A RESIDUAL CERTIFICATE, ACQUIRE ALL RIGHTS OF THE
RESIDUAL CERTIFICATEHOLDER UNDER SECTION 4.10 OF THE TRUST AGREEMENT TO AMOUNTS
PAYABLE TO THE RESIDUAL CERTIFICATE OR SUCH TRANSFEREE UNDER SECTIONS
8.7(D)(XVI) AND 8.6(C) OF THE INDENTURE; (II) THE HOLDER OF THE RESIDUAL
CERTIFICATES SHALL DELIVER TO THE OWNER TRUSTEE AND THE INSURER AN OFFICER'S
CERTIFICATE STATING THAT SUCH TRANSFER AND SUCH SUPPLEMENTAL AGREEMENT COMPLY
WITH SECTION 4.10(C) OF THE TRUST AGREEMENT AND THAT ALL CONDITIONS PRECEDENT
PROVIDED BY SECTION 4.10(C) OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH AND
AN OPINION OF COUNSEL STATING THAT ALL CONDITIONS PRECEDENT PROVIDED BY SECTION
4.10(C) OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH, AND THE OWNER TRUSTEE
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; (III) THE HOLDER OF THE RESIDUAL CERTIFICATES SHALL
DELIVER TO THE OWNER TRUSTEE AND THE INSURER A LETTER FROM EACH RATING AGENCY
CONFIRMING THAT ITS RATING OF THE NOTES, AFTER GIVING EFFECT TO SUCH TRANSFER,
WILL NOT BE REDUCED OR WITHDRAWN WITHOUT REGARD TO THE POLICY; (IV) THE
TRANSFEREE OF THE RESIDUAL CERTIFICATES SHALL DELIVER TO THE OWNER TRUSTEE, AND
THE INSURER AN OPINION OF COUNSEL TO THE EFFECT THAT (A) SUCH TRANSFER WILL NOT
ADVERSELY AFFECT THE TREATMENT OF THE NOTES AFTER SUCH TRANSFER AS DEBT FOR
FEDERAL AND APPLICABLE STATE INCOME TAX PURPOSES, (B) SUCH TRANSFER WILL NOT
RESULT IN THE TRUST BEING SUBJECT TO TAX AT THE ENTITY LEVEL FOR FEDERAL OR
APPLICABLE STATE TAX PURPOSES, (C) SUCH TRANSFER WILL NOT HAVE ANY MATERIAL
ADVERSE IMPACT ON THE FEDERAL OR APPLICABLE STATE INCOME TAXATION OF A
NOTEHOLDER OR ANY RESIDUAL CERTIFICATEHOLDER AND (D) SUCH TRANSFER WILL NOT
RESULT IN THE ARRANGEMENT CREATED BY THE TRUST AGREEMENT OR ANY "PORTION" OF THE
TRUST, BEING TREATED AS A TAXABLE MORTGAGE POOL AS DEFINED IN SECTION 7701(I) OF
THE CODE; (V) ALL FILINGS AND OTHER ACTIONS NECESSARY TO CONTINUE THE PERFECTION
OF THE INTEREST OF THE TRUST IN THE MORTGAGE LOANS AND THE OTHER PROPERTY
CONVEYED UNDER THE TRUST AGREEMENT SHALL HAVE BEEN TAKEN OR MADE AND (VI) THE
INSURER SHALL HAVE CONSENTED TO SUCH TRANSFER.

                                      B-2
<PAGE>

IN ADDITION, NO TRANSFER OR PLEDGE OF (I) ANY RESIDUAL CERTIFICATE OR (II) ANY
PORTION OF A TRANSFEROR'S INTEREST IN ANY RESIDUAL CERTIFICATE SHALL BE MADE TO
A PROPOSED HOLDER UNLESS TRANSFEROR SIMULTANEOUSLY TRANSFERS TO SUCH PROPOSED
HOLDER (I) THE CLASS S CERTIFICATE OR (II) AN ANALOGOUS PORTION (BY PERCENTAGE)
OF THE TRANSFEROR'S INTEREST IN THE CLASS S CERTIFICATE, RESPECTIVELY. NO CLASS
S CERTIFICATE MAY BE TRANSFERRED TO ANY PROPOSED HOLDER EXCEPT IN CONNECTION
WITH THE TRANSFER OF A RESIDUAL CERTIFICATE MADE IN ACCORDANCE WITH THE TERMS OF
THE PRECEDING SENTENCE.

THIS RESIDUAL CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                      B-3
<PAGE>

          GREENPOINT HOME EQUITY LOAN TRUST 2001-2 RESIDUAL CERTIFICATE


Percentage Interest:  100%                       Cut-Off Date:  October 31, 2001
First Payment Date:  December 17, 2001           Issue Date:  November 20, 2001

No. 1

                       GreenPoint Mortgage Securities Inc.
                           Residual Certificateholder

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

           This is one of the Residual Certificates referred to in the
within-mentioned Trust Agreement.


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



                     By:
                        ----------------------------------------
                                 Authenticating Agent



         The Trust was created pursuant to a Trust Agreement dated as of
November 1, 2001 (the "Trust Agreement"), between the Sponsor and Wilmington
Trust Company, as owner trustee (the "Owner Trustee"), a summary of certain of
the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement.

         This Residual Certificate is one of the duly authorized Residual
Certificates designated as GreenPoint Home Equity Loan "Asset Backed
Certificates" (herein called the "Residual Certificates"). Also issued by the
Trust under the Indenture are three classes of Notes designated as Class A-1
Notes, Class A-2 Notes and Class A-3 Notes (collectively referred to herein as
the "Notes"). Also issued by the Trust under the Trust Agreement are the Class S
Certificates (the "Class S Certificates"). These Residual Certificates are
issued under and are subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the holder of this Residual
Certificate by virtue of the acceptance hereof assents and by which such holder
is bound. The property of the Trust includes (A) a pool of certain adjustable
rate home equity revolving credit line loans (the "HELOC Mortgage Loans")
(including any Additional Balances related thereto) which conform to certain
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,
(B) a pool of certain HELOC Mortgage Loans (including any Additional Balances
related thereto) which conform to certain 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 and (C) a pool of certain HELOC
Mortgage Loans (including any Additional Balances related thereto) and,
possibly, certain second lien closed-end mortgage loans (the "Closed End
Mortgage Loans") which may or may not so conform.


                                       B-4
<PAGE>

         Under the Trust Agreement, there will be distributed on the 15th day of
each month or, if such 15th day is not a Business Day, the next Business Day
(the "Payment Date"), commencing on December 17, 2001, to the Person in whose
name this Residual Certificate is registered at the close of business on the
Business Day preceding such Payment Date (the "Record Date") such Residual
Certificateholder's Percentage Interest in the amount to be distributed to
Residual Certificateholders on such Payment Date.

         The holder of this Residual Certificate acknowledges and agrees that
its rights to receive distributions in respect of this Residual Certificate are
subordinated to the rights of the Noteholders as described in the Sale and
Servicing Agreement, the Indenture and the Trust Agreement, as applicable.

         The holder of this Residual Certificate, by acceptance of this Residual
Certificate, specifically acknowledges that it has no right to or interest in
any monies at any time held in the Pre-Funding Account or the Reserve Fund prior
to the release of such monies pursuant to Sections 8.7(d)(xvi) and 8.6(c) of the
Indenture, such monies being held in trust for the benefit of the Noteholders
and the Insurer. Notwithstanding the foregoing, in the event that it is ever
determined that the monies held in the Reserve Fund or the Pre-Funding Account
constitute a pledge of collateral, then the provisions of the Sale and Servicing
Agreement shall be considered to constitute a security agreement and the holder
of this Residual Certificate hereby grants to the Indenture Trustee and the
Insurer a first priority perfected security interest in such amounts. In
addition, each Residual Certificateholder, by acceptance of its Residual
Certificate, hereby appoints the Sponsor as its agent to pledge a first priority
perfected security interest in the Reserve Fund and the Pre-Funding Account and
agrees to execute and deliver such instruments of conveyance, assignment, grant,
confirmation, etc., as well as any financing statements, in each case as the
Insurer shall consider reasonably necessary in order to perfect the Indenture
Trustee's security interest in the Trust Property.

         It is the intent of the Sponsor, the Servicer, and the Residual
Certificateholders that, for purposes of Federal income taxes, the Trust will be
treated as a branch. In the event that the Residual Certificates are held by
more than one Holder, it is the intent of the Sponsor, the Servicer, and the
Residual Certificateholders that, for purposes of Federal income taxes, the
Trust will be treated as a partnership and the Residual Certificateholders will
be treated as partners in that partnership. The Sponsor and any other Residual
Certificateholders, by acceptance of a Residual Certificate, agree to treat, and
to take no action inconsistent with the treatment of, the Residual Certificates
for such tax purposes as partnership interests in the Trust. Each Residual
Certificateholder, by its acceptance of a Residual Certificate, covenants and
agrees that such Residual Certificateholder will not at any time institute
against the Trust or the Sponsor, or join in any institution against the Trust
or the Sponsor of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Residual Certificates, the Certificates, the Trust Agreement or any of the
Basic Documents.


                                      B-5
<PAGE>

         Distributions on this Residual Certificate will be made as provided in
the Sale and Servicing Agreement and the Indenture by the Indenture Trustee by
wire transfer or check mailed to the Residual Certificateholder of record in the
Certificate Register without the presentation or surrender of this Residual
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the above, the final distribution on
this Residual Certificate will be made after due notice by the Owner Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Residual Certificate at the office or agency maintained for the purpose by
the Owner Trustee in the Corporate Trust Office.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Residual Certificate shall not entitle the holder hereof to any benefit
under the Trust Agreement or the Sale and Servicing Agreement or be valid for
any purpose.

         The Residual Certificates do not represent an obligation of, or an
interest in, the Company, the Sponsor, the Servicer, the Insurer, the Owner
Trustee or any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Indenture or the Basic Documents. In
addition, this Residual Certificate is not guaranteed by any governmental agency
or instrumentality and is limited in right of payment to certain collections
with respect to the Mortgage Loans, as more specifically set forth herein, in
the Sale and Servicing Agreement and in the Indenture. A copy of each of the
Sale and Servicing Agreement and the Trust Agreement may be examined during
normal business hours at the principal office of the Sponsor, and at such other
places, if any, designated by the Sponsor, by any Residual Certificateholder
upon written request.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Sponsor and the rights of the Residual Certificateholders under the Trust
Agreement at any time by the Sponsor and the Owner Trustee with the prior
written consent of the Insurer and with the consent of the holders of the Notes
and the Residual Certificates evidencing not less than a majority of the
outstanding Notes and the Residual Certificates. Any such amendment shall be
conclusive and binding upon the holder of this Residual Certificate and on all
future holders of this Residual Certificate and of any Residual Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Residual Certificate. The
Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the holders of any of the Residual
Certificates (other than the Sponsor, or the Insurer).

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Residual Certificate is registrable in
the Certificate Register upon surrender of this Residual Certificate for
registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Owner Trustee in the Corporate Trust Office, accompanied by a
written instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Residual
Certificates in authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is Wilmington Trust
Company.


                                      B-6
<PAGE>

         Except for Residual Certificates issued to the Sponsor, the Residual
Certificates are issuable only as registered Residual Certificates without
coupons in denominations of $1,000 or integral multiples of $1,000 in excess
thereof. As provided in the Trust Agreement and subject to certain limitations
therein set forth, Residual Certificates are exchangeable for new Residual
Certificates in authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Owner Trustee, the Certificate Registrar, the Insurer and any agent
of the Owner Trustee, the Certificate Registrar, or the Insurer may treat the
person in whose name this Residual Certificate is registered as the owner hereof
for all purposes, and none of the Owner Trustee, the Certificate Registrar, the
Insurer nor any such agent shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Residual
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement, the Indenture and the Sale and Servicing Agreement and the
disposition of all property held as part of the Trust. The Sponsor may at its
option redeem the Notes at a price and upon the satisfaction of certain
conditions specified in Section 7.01(b) of the Sale and Servicing Agreement, and
if all of the Notes are redeemed, such redemption may result in termination of
the Trust which may effect a transfer of the Residual Certificates; however,
such right of purchase is exercisable, subject to certain restrictions, only on
any Payment Date on or after the Payment Date immediately prior to which the
related Note Principal Balance for a Class of Notes is less than or equal to 10%
of the related Original Note Principal Balance for such Class of Notes, all
amounts due and owing to the Insurer for unpaid premiums and unreimbursed draws
related to such Class of Notes on the Policy and all other amounts due and owing
to the Insurer pursuant to the Insurance Agreement together with interest
thereon as provided under the Insurance Agreement have been paid.

         The recitals contained herein shall be taken as the statements of the
Sponsor or the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Residual Certificate
or of any Mortgage Loan or related document.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual or facsimile
signature, this Residual Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Sale and Servicing Agreement or be
valid for any purpose.


                                      B-7
<PAGE>


         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Residual Certificate to be duly
executed.


                            GREENPOINT HOME EQUITY LOAN TRUST 2001-2

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



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


Dated:  November 20, 2001


                                      B-8
<PAGE>


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)


--------------------------------------------------------------------------------
the within Residual Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


________________________________Attorney to transfer said Residual Certificate
on the books of the Certificate Registrar, with full power of substitution in
the premises.

Dated:


                                             ---------------------------------*
                                             Signature Guaranteed:

                                             ---------------------------------*

----------
*        NOTICE: The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within
         Residual Certificate in every particular, without alteration,
         enlargement or any change whatever. Such signature must be guaranteed
         by an "eligible guarantor institution" meeting the requirements of the
         Certificate Registrar, which requirements include membership or
         participation in STAMP or such other "signature guarantee program" as
         may be determined by the Certificate Registrar in addition to, or in
         substitution for, STAMP, all in accordance with the Securities Exchange
         Act of 1934, as amended.



                                      B-9
<PAGE>


                                                                       EXHIBIT C


                             CERTIFICATE OF TRUST OF
                    GREENPOINT HOME EQUITY LOAN TRUST 2001-2


         This Certificate of Trust of GreenPoint Home Equity Loan Trust 2001-2
(the "Trust"), dated as of November __, 2001, is being duly executed and filed
by Wilmington Trust Company, a Delaware banking corporation, as trustee, to form
a business trust under the Delaware Business Trust Act (12 Del. Code, ss. 3801
et seq.).

         1. Name. The name of the business trust formed hereby is GreenPoint
Home Equity Loan Trust 2001-2.

         2. Delaware Trust. The name and business address of the Owner Trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001. Attn:
Corporate Trust Administration.

         3. This Certificate of Trust will be effective November __, 2001.

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.


                                           WILMINGTON TRUST COMPANY,
                                           not in its individual capacity but
                                           solely as Owner Trustee of the Trust.



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