EX-3.2 8 exhibit_3-2.htm LLC OPERATING AGREEMENT

EXHIBIT 3.2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

GREENPOINT MORTGAGE SECURITIES LLC

This Limited Liability Company Operating Agreement, dated and effective as of September 27, 2003 (the
"Operating Agreement"), is adopted by and between GreenPoint Mortgage Securities Inc., a Delaware corporation
("GMSI"), as manager (in such capacity, the "Manager") and GreenPoint Mortgage Funding, Inc., a New York
corporation ("GMFI"), as the sole member (in such capacity, the "Sole Member"). Each capitalized term used
herein and not defined shall have the meaning given to such term in Article II of this Agreement.

WHEREAS, the Certificate of Formation of the GreenPoint Mortgage Securities LLC (the "Company") was
filed with the Secretary of State of the State of Delaware on September 26, 2003 (which filing is hereby
approved and ratified in all respects);

WHEREAS, the Sole Member and the Manager hereby wish to enter into this Operating Agreement governing
the operation of the Company which shall constitute the Company's "limited liability company agreement" under
the Act.

NOW, THEREFORE, the Sole Member and the Manager hereby adopt the following:

ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY

Section 1.1. Formation of Limited Liability Company. The Sole Member has heretofore formed the Company as a
Delaware limited liability company pursuant to the Act. The Manager and each person from time to time
serving as an officer or director of the Manager shall be, and hereby is, designated as an "authorized
person" within the meaning of Section 18-204 of the Act, authorized and empowered to execute certificates to
be filed with the Secretary under the Act. The Sole Member shall be the sole member of the Company, and the
Sole Member's Interest in the Company shall be, and hereby is, authorized and issued.

Section 1.2. Company Name and Principal Office. The name of the Company shall be "GreenPoint Mortgage
Securities LLC". The Manager shall have the power at any time to change the name of the Company. The
principal business office of the Company shall be 100 Wood Hollow Drive, Doorstop #32210, Novato, California
94945. The business of the Company may also be conducted at such additional place or places as the Sole
Member may determine.

Section 1.3. Office of and Agent for Service of Process. The registered office of the Company in Delaware
shall be maintained at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle. The Company's agent for service of process on the Company at such address shall be The Corporation
Trust Company. The Manager shall have the power and the authority, and is hereby authorized and empowered to
change, at any time and from time to time, the location of such registered office and/or such registered
agent upon compliance with the Act.

Section 1.4. Term of Company. The Company shall be formed and commence on the date the Certificate of
Formation is filed with the Secretary (the "Effective Date"). The Company shall have a perpetual existence
as a separate legal entity until cancellation of the Company's Certificate of Formation.

Section 1.5. Purpose of Company. The nature of the business to be conducted or promoted is limited solely
to the following, to be conducted directly by the Company or through one or more subsidiaries:

(a) to acquire mortgage loans and participations therein and mortgage securities ("Mortgage Assets") from
time to time by contribution or purchase for the purpose of effecting the securitization thereof, either
directly or through other entities, and whether such securitization involves the issuance of securities
("Securities") backed by or evidencing an interest in, such Mortgage Assets;

(b) to enter into agreements for the servicing and administration of Mortgage Assets;

(c) to hold, sell, transfer, pledge or otherwise dispose of interests in Mortgage Assets and the proceeds
thereof from time to time;

(d) to issue debt secured by Mortgage Assets;

(e) to hold, pledge or otherwise deal with Securities and to loan or invest or otherwise apply proceeds
from Mortgage Assets, funds received in respect of Securities and any other income as determined by the
Manager of the Company; and

(f) to engage in any activity and to exercise any powers permitted to limited liability companies under
the laws of the State of Delaware, provided that they are incident to the foregoing and necessary or
convenient to accomplish the foregoing.

The Company shall have the power and authority, and is hereby authorized and empowered, to engage in
the activities set forth in this Section 1.5, and activities that are required or convenient for the
performance of any of its obligations pursuant to any agreements or other documents entered into by the
Company in connection with its activities approved in accordance with Section 5.5 (the "Approved Company
Agreements").

Section 1.6. Address of the Sole Member and Manager. The addresses of the Sole Member and the Manager are
set forth in Exhibit A.

Section 1.7. Exclusivity. No Person may be admitted to the Company as an additional or substitute member,
except as expressly set forth in this Agreement.

Section 1.8. Authorization. The Company, and the Manager or any officer of the Company on behalf of the
Company, are hereby authorized to enter into, execute, deliver and perform the Approved Company Agreements
and such other agreements as the Manager or officer executing such agreement deems necessary and appropriate
and from time to time to prepare and file registration statements with the Securities and Exchange Commission
and to do all things necessary and appropriate to the declaration of effectiveness of such registration
statements as the Manager and officers directing such preparation and filing deem necessary, notwithstanding
any other provision of this Agreement, the Act or other applicable law, rule or regulation, and without any
further act, vote or approval of any person. The foregoing authorization shall not be deemed a restriction
on the power of the Manager or officers of the Company to enter into other agreements on behalf of the
Company.

Section 1.9. Fiscal Year. The Company's fiscal year shall be based on the calendar year and shall commence
on January 1st and end on December 31st of each year.

Section 1.10. Tax Matters. Initially, the Company intends to make an election under Treasury Reg.
Sec. 301.7701-2 to be treated as a disregarded entity for income tax purposes. The Sole Member may from time
to time reevaluate the Company's tax status and take such actions or direct the Manager to take such actions
on behalf of the Company as the Sole Member may deem appropriate.


                                                  ARTICLE II
                                                  DEFINITIONS

Section 2.1.   Defined Terms.

        "Act" means the Delaware  Limited  Liability  Company Act,  Delaware Code Title 6,  Sections  18-101 et
seq., as amended or supplemented from time to time.

        "Affiliate" when used with respect to a Person shall mean any other Person controlling,  controlled by,
or under common control with, such Person.

        "Agreement" shall mean this Limited Liability Company Operating Agreement,  as the same may be amended,
supplemented or otherwise modified from time to time.

        "Approved Company Agreements" shall have the meaning set forth in Section 1.5.

        "Capital  Contributions"  shall  mean the  amount of cash and the fair  market  value of  property  (as
determined  by the  Manager  and net of any  liabilities  to which such  property is subject or which is deemed
assumed by the Company) contributed to the Company by the Sole Member.

        "Company" shall mean the limited  liability company governed by this Agreement and formed by the filing
of the Certificate of Formation of the Company with the Secretary.

        "GreenPoint  Person"  shall mean the Company and each  Affiliate or  subsidiary  of the Company and any
charitable  organization  to which  the  Company  or any of its  Affiliates  or  subsidiaries  make  charitable
contributions.

        "Indemnified  Party"  means (i) the Sole  Member  and any  successor  member of the  Company,  (ii) the
Manager and any successor manager of the Company, (iii) any officer,  agent,  shareholder,  director,  employee
or incorporator of the Sole Member,  any successor  member, or the Manager or any successor  manager,  and (iv)
any officer, employee, organizer or agent of the Company.

        "Independent  Director"  shall mean an  individual  who is not (and is not an associate of) any direct,
indirect or beneficial stockholder,  officer, director, employee,  Affiliate,  associate,  customer, advisor or
supplier  of  GreenPoint  Mortgage  Funding,  Inc.,  a New  York  corporation  ("GMFI"),  or any  Affiliate  or
subsidiary of GMFI or of any charitable  organization  to which GMFI or any of its  Affiliates or  subsidiaries
make charitable  contributions,  provided,  however,  that  notwithstanding  the foregoing,  any individual who
would  otherwise  qualify as an  Independent  Director  except for his or her acting as a director of a limited
purpose,  bankruptcy  remote entity formed by GMFI, or any Affiliate of GMFI,  shall be deemed to qualify as an
Independent  Director;  "associate"  shall mean,  when used to indicate a relationship  with any Person (a) any
corporation,  limited liability company or organization of which such Person is an officer,  manager,  director
or  partner  or is,  directly  or  indirectly,  the  beneficial  owner of 10% or more of any  class  of  equity
securities  or of 10% or more of any  membership  interest,  (b) any trust or other estate in which such Person
serves as trustee or in a similar  capacity,  and (c) any relative or spouse of such Person, or any relative of
such spouse,  who resides at the same address as such Person;  "Affiliate" shall not include GMSI or any entity
wholly  owned,  directly or  indirectly,  by GMSI,  including  the  Company;  and  "subsidiary"  shall mean any
corporation  a majority  of the voting  stock of which is owned,  directly or  indirectly,  through one or more
other subsidiaries, by GMFI, but excluding GMSI and any entity wholly owned by GMSI.

        "Insolvency  Event" shall mean with respect to the Sole Member or any successor  member:  (i) the entry
of a decree or order by a court,  agency or supervisory  authority having  jurisdiction in the premises for the
appointment  of a conservator,  receiver or liquidator  for such member,  in any  insolvency,  readjustment  of
debt,  marshaling of assets and  liabilities  or similar  proceedings,  or for the winding-up or liquidation of
such member's  affairs,  and the continuance of any such decree or order unstayed and in effect for a period of
90  consecutive  days;  (ii) the  consent by such  member to the  appointment  of a  conservator,  receiver  or
liquidator  in any  insolvency,  readjustment  of  debt,  marshaling  of  assets  and  liabilities  or  similar
proceedings  of or relating to such member or of or relating to  substantially  all of such member's  property;
or (iii) if such member  shall admit in writing its  inability  to pay its debts  generally as they become due,
file a petition to take advantage of any applicable  insolvency or reorganization  statute,  make an assignment
for the benefit of its creditors or voluntarily  suspend payment of its obligations.  The foregoing  definition
of "Insolvency  Event" is intended to replace and shall  supersede and replace the  definition of  "Bankruptcy"
set forth in Sections 18-304 of the Act.

        "Interest"  shall  mean the  Sole  Member's  ownership  interest  in the  Company,  including,  without
limitation,  the  right  of  the  Sole  Member  to  the  profits  and  losses  of the  Company  and to  receive
distributions  of the Company's  assets,  together with the  obligations  of the Sole Member to comply with all
the terms and provisions of this Agreement.

        "Manager"  shall mean the Manager and any other  Person  selected  from time to time by the Sole Member
pursuant to Section 5.1 as a manager of the Company.  The  "Manager"  shall be a manager of the Company  within
the meaning of the Act.

        "Mortgage Assets" shall have the meaning set forth in Section 1.5.

        "Net Cash Flow" shall mean,  as of any date,  any and all amounts  received by the Company on or before
such date (other than Capital  Contributions),  less (i) amounts previously distributed under Section 4.1, (ii)
unpaid costs and accrued expenses  pursuant to Section 4.2 and any reasonable  reserves  therefor and (iii) all
other cash expenditures made by or on behalf of the Company.

        "Outstanding Securities" shall have the meaning set forth in Section 5.1(c).

        "Person"  shall mean any  individual,  partnership,  corporation,  trust,  limited  liability  company,
association, joint venture, estate, governmental entity or other legal person.

        "Secretary" means the Secretary of State of the State of Delaware.

        "Securities" shall have the meaning set forth in Section 1.5.
        "Sole Member" shall have the meaning set forth in the preamble to this Agreement.

        "Special  Member"  means,  upon such  Person's  admission  to the  Company  as a member of the  Company
pursuant  to Section  6.4,  the Person  acting as the  Manager,  in such  Person's  capacity as a member of the
Company.  A Special  Member  shall only have the rights and duties  expressly  set forth in this  Agreement.  A
Special Member is not the "Sole Member" for purposes of this Agreement.

ARTICLE III
CAPITAL CONTRIBUTIONS

Section 3.1. Contributions. The Sole Member shall contribute concurrently with the execution of this
Agreement or has already contributed the property described in Exhibit B as its Capital Contribution to the
Company and shall from time to time contribute such other property as is described from time to time in the
Approved Company Agreements, as the same may be amended from time to time. Such contribution is an absolute
transfer and assignment of such property to the Company, without recourse or warranty. The Manager has not
made and shall not make any Capital Contributions to the Company.

Section 3.2. Additional Contributions. The Sole Member shall have no obligation to make additional
contributions after the date hereof, but may elect to do so from time to time.

ARTICLE IV
DISTRIBUTIONS

Section 4.1. Distributions of Net Cash Flow. Distributions of Net Cash Flow shall be made to the Sole
Member by the Manager at such times and in such amounts as determined by the Manager, acting alone, provided
such distributions are not prohibited by any agreement to which the Company is a party or the Act or other
applicable law. The Manager shall not receive any distribution of Net Cash Flow.

Section 4.2. Expenses of the Company. The Company shall pay all costs and expenses incurred in connection
with the Company's affairs (or shall reimburse the Manager for having incurred any such out-of-pocket
expenses), including, without limitation, all expenses of conducting the business of the Company.

ARTICLE V
MANAGEMENT

Section 5.1. Manager.

(a) The Manager shall not be a member of the Company and shall not own any Interest or any portion
thereof, or any other ownership interest in the Company, and, as such, shall not share in the distributions
of Net Cash Flow or the profits or losses of the Company. The Manager shall be (i) a special purpose entity
with at least two Independent Directors on its board of directors and (ii) selected by the Sole Member from
time to time or at such time as a vacancy for any reason shall occur, and shall serve until a successor is
selected or qualified. The Sole Member hereby selects GMSI as the initial Manager.

(b) The Manager, acting alone, without the approval or authorization of the Sole Member, shall have
full and exclusive management and control of the business of the Company, including, without limitation, the
power to appoint Persons to act on behalf of the Company, to hire employees and agents and appoint officers
and committees of the Company to perform such functions as from time to time shall be delegated to such
employees, agents, officers and committees by the Manager and to determine the compensation of any employees,
agents and officers of the Company or to delegate some or all compensation decisions to officers or employees
of the Company.

(c) There shall be no change of Manager without the prior confirmation from Moody's Investors
Service, Inc. and Standard & Poor's Rating Services that such change will not result in either a downgrade or
a withdrawal of the then current ratings of any outstanding securities issued by the Company or any
subsidiary of the Company (the "Outstanding Securities").



Section 5.2.   Resignation.  The Manager may resign at any time by giving  written  notice to the Sole  Member;
provided  that the  Manager  may resign only after a successor  Manager  meeting  the  requirements  and having
similar  restrictions in its certificate of incorporation  or other charter  documents set forth in Section 5.1
has been  appointed,  has executed a counterpart  to this Agreement and has assumed the duties of the resigning
Manager  and such  resignation  will not  result in either a  downgrade  or a  withdrawal  of the then  current
ratings of the Outstanding Securities.

Section 5.3.   Removal.  The Manager may be removed  with or without  cause by the Sole Member;  provided  that
the Sole Member shall not remove the Manager unless a successor  manager  meeting the  requirements  and having
similar  restrictions in its certificate of incorporation  or other charter  documents set forth in Section 5.1
has been  appointed,  has executed a counterpart to this  Agreement and has assumed the duties and  obligations
of the removed  Manager and such removal and  succession  will not result in either a downgrade or a withdrawal
of the then current ratings of the Outstanding Securities.

Section 5.4.   Compensation.  The  Manager  shall  receive  such  compensation  as shall  from  time to time be
determined  by the Sole  Member  and  shall be  reimbursed  by the  Company  for any  reasonable  out-of-pocket
expenses incurred by the Manager on behalf of the Company.

Section 5.5.   Limitation on Actions

        (a)    Notwithstanding  any other  provision of this Agreement and, to the fullest extent  permitted by
law, any  provision of law that  otherwise  so empowers  the Manager,  the Manager  shall not have the power or
authority,  and shall not be  authorized or empowered,  without the prior written  unanimous  consent of all of
the directors of the Manager  (including at least two Independent  Directors) to cause the Company to do any of
the following:

        (A)           engage in any business or activity,  including,  without  limitation,  the  incurrence of
any  indebtedness,  other than as contemplated by the Approved Company  Agreements or amend,  alter,  change or
repeal Section 1.5 of this Agreement hereto or this Section 5.5.

(B)     enter into any transaction with any GreenPoint Person.

        (C)           consolidate,  merge or sell all or substantially all of the Company's  assets,  except as
set forth in Article IX, unless (A) the entity (other than the Company)  formed or surviving the  consolidation
or merger or which  acquires the  properties  and assets of the Company,  is organized  and existing  under the
laws of the State of Delaware,  expressly  assumes the due and punctual  payment of, and all obligations of the
Company,  (B) immediately  after giving effect to the transaction,  no default or event of default has occurred
and is continuing under any indebtedness of the Company or any agreements  relating to such  indebtedness,  (C)
the Company receives written  confirmation from each rating agency that ratify any Outstanding  Securities that
such merger or  consolidation  will not result in the  downgrade or  withdrawal  of the rating then assigned to
any Securities  then rated by such rating agency,  and (D) permitted by or in compliance with the provisions of
the Approved Company Agreements.

        (D)           dissolve or liquidate,  , in whole or in part,  except as set forth in Article IX, file a
voluntary  petition that commences a case under Title 11 of the United States Code (or any successor  statutes)
with respect to the Company,  or consent to the  institution  of bankruptcy or insolvency  proceedings  against
the  Company or file a petition  seeking,  or consent  to,  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 Company or a substantial part of the property of the Company,
or make any  assignment  for the benefit of  creditors,  or admit in writing its  inability to pay the debts of
the Company generally as they become due, or take action in furtherance of any of the foregoing.


        (E)           issue,  assume or guarantee any debt  securities or undertake any direct or indirect debt
obligations of any kind other than (i)  indebtedness  contemplated by the Approved  Company  Agreements and the
performance of its obligations under the Approved Company  Agreements;  and (ii)  indebtedness  incurred in the
ordinary course of the business of the Company;  provided,  however,  that the Company shall not issue,  assume
or guarantee any debt or other liability  (regardless of Manager  approval) unless such debt or other liability
will not result in the downgrade or withdrawal of the rating then assigned to any  Outstanding  Securities then
rated by any rating agency.

        (b)    No Manager nor any  director of the Manager  pursuant to the  requirements  of this  Section 5.5
shall,  with regard to any matter  described in this  Section 5.5,  owe a fiduciary duty or other obligation to
the Sole Member  (except as may  specifically  be required by any  applicable  law);  instead,  such Manager or
director's  fiduciary  duty and other  obligations  with  regard to any matter  described  in this  Section 5.5
shall,  to the fullest  extent  permitted by law, be owed to the Company  including,  without  limitation,  the
Company's  creditors.  Every  member of the  Company  shall be deemed to have  consented  to the  foregoing  by
virtue of such  member's  acceptance  of  interests  therein,  and no further  act or deed of any member of the
Company shall be required to evidence such consent.  In addition,  no  Independent  Director of the Manager may
be removed unless his or her successor has been duly elected.

        (c)    No  election  shall be made by the  Manager or any other  person to  classify  the Company as an
association taxable as a corporation pursuant to ss. 301.7701-3 of the Treasury regulations.

Section 5.6.   Amendment  to  Certificate  of  Formation.  Without the  affirmative  vote of each member of the
Manager's  Board  of  Directors,  including,  without  limitation,  the  affirmative  vote  of the  Independent
Directors of the Manager,  and prior notice to Moody's  Investors  Service,  Inc. and Standard & Poor's  Rating
Services,  the Company shall not amend either this  Agreement or the  Company's  Certificate  of Formation,  as
amended or restated from time to time.

Section 5.7.   Binding  Authority.  Only the  Manager or its  delegates  pursuant to Section 5.1 shall have the
power and authority (subject to the terms and conditions of this Agreement) to bind the Company.

Section 5.8.   Company  Separateness.  In addition to the  foregoing,  the Manager shall conduct the affairs of
the Company in the following manner so that:

        (i)           the Company will observe all limited  liability  company  formalities  and will  maintain
separate bank  accounts,  company  records,  books of account and financial  statements  and shall maintain its
books, records, resolutions and agreements as official records;

        (ii)          the  Company  will pay  from its  funds  and  assets  all  obligations  and  indebtedness
incurred by it;  provided that the  organizational  expenses of the Company may be initially paid by Affiliates
of the Company so long as they are promptly reimbursed by the Company;

        (iii)         the  Company's  assets shall not be  commingled  with those of any other entity except as
permitted by the Approved Company  Agreements;  provided,  that such restriction shall not preclude the Company
from  repaying  indebtedness  or  making  distributions  to any  member  of the  Company,  so long as all  such
transactions are properly reflected on the books and records of the Company;

        (iv)          if the Company  maintains  offices in the office of any  Affiliate  of the  Company,  the
Company shall pay fair market rent for any such office space of such Affiliate;

        (v)           the Company shall maintain an arm's length relationship with its Affiliates;

        (vi)          the Company  shall not  guarantee or become  obligated  for the debts of any other entity
or hold out its credit as being  available to satisfy the  obligations  of others  except as may be required in
connection with conducting its business in accordance with Section 1.5;

        (vii)         the Company  shall not acquire  obligations  or securities  of its  Affiliates  except in
connection with conducting its business in accordance with Section 1.5;

        (viii)        the Company shall use separate stationery, invoices, and checks;

        (ix)          the Company  shall not pledge its assets for the benefit of any other  entity or make any
loans or advances to any entity except as contemplated by the Approved Company Agreements;

        (x)           the Company  shall hold itself out as a separate  entity and the  Company  shall  correct
any known misunderstanding regarding its separate entity;

        (xi)          the  Company  shall  maintain  adequate  capital  in light of its  contemplated  business
operations;

        (xii)         the Company shall not identify  itself or any of its  Affiliates as a division or part of
the other; and

        (xiii)        the Company shall conduct its own business in its own name.

                                                   ARTICLE VI
                           OBLIGATIONS AND/OR RIGHTS OF THE SOLE MEMBER AND MANAGER

Section 6.1.   Liability  of the Sole Member and  Manager.  Neither  the Sole  Member nor the Manager  shall be
personally  liable for any of the debts,  liabilities,  contracts or other obligations of the Company solely by
reason of being the Sole Member or Manager of the Company.

Section 6.2.   No Management  Responsibility.  The Sole Member,  in such  capacity,  shall not take part in the
management  of the business or the affairs,  or transact  any business  for, the Company,  except to the extent
that its approval or consent is expressly  required  under this  Agreement  for the taking of any actions by or
on behalf of the Company or of the Manager.

Section 6.3.   No Authority  to Act.  The Sole Member shall not have the  authority to act on behalf of or bind
the Company in such capacity.

Section 6.4.   Special  Member.  Upon the  occurrence of any event that causes the Sole Member to cease to be a
member of the Company  (other than (i) upon an  assignment  by the Sole Member of all of its limited  liability
company  interest in the Company and the  admission of the  transferee  pursuant to Article  VIII,  or (ii) the
resignation of the member and the admission of an additional  member of the Company  pursuant to Article VIII),
the  Person  acting as the  Manager  pursuant  to  Section  5.1  shall,  without  any  action of any Person and
simultaneously  with the Sole Member's ceasing to be a member of the Company,  automatically be admitted to the
Company as a Special  Member and shall  continue the Company  without  dissolution.  The Special Member may not
resign from the Company or transfer  its rights as Special  Member  unless (i) a successor  Special  Member has
been admitted to the Company as Special  Member by executing a  counterpart  to this  Agreement,  and (ii) such
successor has also accepted its  appointment  as Manager  pursuant to Section 5.1. The Special  Member shall be
a member of the  Company  that has no  interest  in the  profits,  losses and capital of the Company and has no
right to receive  any  distributions  of Company  assets.  Pursuant to Section  18-301 of the Act,  the Special
Member shall not be required to make any capital  contributions  to the Company and shall not receive a limited
liability  company  interest in the Company.  The Special Member,  in its capacity as Special  Member,  may not
bind the  Company.  Except as required by any  mandatory  provision  of the Act,  the  Special  Member,  in its
capacity as Special Member,  shall have no right to vote on, approve or otherwise  consent to any action by, or
matter relating to, the Company,  including,  without  limitation,  the merger,  consolidation or conversion of
the Company.  In order to implement  the admission to the Company of the Special  Member,  the Person acting as
the Manager  pursuant to Section 5.1 shall execute a counterpart to this  Agreement.  Prior to its admission to
the Company as Special Member,  the Person acting as the Manager  pursuant to Section 5.1 shall not be a member
of the Company.


                                                  ARTICLE VII
                                                INDEMNIFICATION

Section 7.1.   Exculpation and Indemnification of the Sole Member and Manager.

        (a)    No  Indemnified  Party shall be liable to the Company for any loss,  damage or claim incurred by
reason of any act or omission  performed or omitted by such  Indemnified  Party in  connection  with any matter
arising  from,  or related to, or in  connection  with this  Agreement  or the  Company's  business or affairs;
provided,  however,  that the foregoing shall not eliminate or limit the liability of any Indemnified  Party if
a judgment or other final  adjudication  adverse to the  Indemnified  Party  establishes  that the  Indemnified
Party's acts or omissions were in bad faith or involved  intentional  misconduct or a knowing  violation of law
or that the  Indemnified  Party  personally  gained in fact a financial  profit or other advantage to which the
Indemnified Party was not legally entitled.

        (b)    The Company shall, to the fullest extent permitted by the Act,  indemnify and hold harmless each
Indemnified  Party  against any losses,  claims,  damages or  liabilities  to which the  Indemnified  Party may
become subject in connection  with any matter arising from,  related to, or in connection  with, this Agreement
or the Company's business or affairs;  provided,  however,  that no indemnification may be made to or on behalf
of any  Indemnified  Party  if a  judgment  or  other  final  adjudication  adverse  to the  Indemnified  Party
establishes (i) that the Indemnified Party's acts or omissions giving rise to such losses,  claims,  damages or
liabilities  were  committed in bad faith or involved  intentional  misconduct or knowing  violation of law and
were material to the cause of action so adjudicated or (ii) that the  Indemnified  Party  personally  gained in
fact a financial profit or other advantage to which the Indemnified Party was not legally  entitled;  provided,
further,  that  such  indemnification  shall be  subject  to the  terms of,  and  shall be  subordinate  to the
obligations payable under the Approved Company Agreements.

        (c)    To the fullest extent permitted by applicable law,  expenses  (including legal fees) incurred by
an Indemnified  Party defending any claim,  demand,  action,  suit or proceeding  shall,  from time to time, be
advanced by the Company prior to the final disposition of such claim,  demand,  action, suit or proceeding upon
receipt by the Company of an  undertaking by or on behalf of the  Indemnified  Party to repay such amount if it
shall be  determined  that the  Indemnified  Party is not  entitled to be  indemnified  as  authorized  in this
Section 7.1.

        (d)    Notwithstanding  anything else  contained in this  Agreement,  the indemnity  obligations of the
Company under paragraph (b), above, shall:

        (i)    be in addition to any liability that the Company may otherwise have;

        (ii)   inure to the benefit of the  successors,  assigns,  heirs and personal  representatives  of each
Indemnified Party, and

        (iii)  be limited to the assets of the Company.

        (e)    This Article VII shall survive any  termination  of this  Agreement and the  dissolution  of the
Company.

ARTICLE VIII
TRANSFERABILITY OF SOLE MEMBER'S INTERESTS

Section 8.1. Restriction on Transfer. The Sole Member may not transfer its Interest unless such transfer is
involuntary or by operation of law, is not prohibited by any of the Approved Company Agreements, does not
cause the total number of beneficial owners of Interests to exceed ninety-nine (99) and does not cause the
assets of the Company to be considered "plan assets" for purposes of the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

Section 8.2. Transfer for Security. The Sole Member may not pledge, mortgage or otherwise hypothecate all
or any part of its right, title and interest in cash distributions to be received from the Company, except as
provided by the Approved Company Agreements.

Section 8.3. Substitute Member. If the Sole Member assigns all or any part of its Interest pursuant to
Section 8.1, the assignee shall be admitted to the Company as a member of the Company upon the assignee's
obtaining the consent of the Manager to such admission and the assignee's executing a counterpart of this
Agreement, provided that prior notice is given to Moody's Investors Service, Inc. and Standard & Poor's
Ratings Services of any transfer. If the Sole Member assigns all of its interest pursuant to Section 8.1,
the Sole Member shall cease to be a member of the Company immediately after the admission of the assignee to
the Company as member of the Company and the Company shall be continued without dissolution.

Section 8.4. Resignation. Other than as set forth in Section 8.1, the Sole Member shall not resign from the
Company.

ARTICLE IX
DISSOLUTION AND LIQUIDATION

Section 9.1. Dissolution. The Company shall be dissolved and its affairs shall be wound up solely upon the
occurrence of any of the following events; provided, however, to the fullest extent permitted by law, that
the Company may not dissolve so long as there are any Outstanding Securities:

(a) the happening of any event that makes it unlawful to carry on the business of the Company;

(b) judicial dissolution pursuant to the Act;

(c) at any time there are no members of the Company, unless the Company is continued without
dissolution in accordance with the Act or Section 9.2 below; or

(d) subject to the requirements of the Approved Company Agreements, the Company is dissolved by the
Manager with the unanimous written consent of its entire board of directors (including at least two
Independent Directors). To the fullest extent permitted by law, the Sole Member shall not have the power or
authority, acting alone, to dissolve the Company and wind up its affairs.

Section 9.2. Continuation of Company. Notwithstanding any other provision of this Agreement, the occurrence
of an Insolvency Event with respect to the Sole Member shall not cause the Sole Member to cease to be a
member of the Company and upon the occurrence of such an event, the business of the Company shall continue
without dissolution. In the event of an Insolvency Event with respect to the Sole Member or the occurrence
of any other event that causes the Sole Member to cease to be a member of the Company at a time when the Sole
Member is the only member of the Company, the Special Member shall become a member of the Company pursuant to
Section 6.4. Upon such admission, the Company shall be continued without dissolution.


Section 9.3.   Winding Up and  Liquidation  of the  Company . Upon  dissolution,  the  Company  shall  continue
solely for the purpose of winding up its affairs in an orderly  manner,  liquidating  its assets and satisfying
the  claims  of  creditors  and the  Sole  Member.  Upon  dissolution,  a full  accounting  of the  assets  and
liabilities  of the  Company  shall be taken,  and the  Company  assets  shall be  distributed  as  promptly as
possible as hereinafter provided:

        (a)    first, to the satisfaction (or the making of reasonable  provision for the satisfaction) of such
debts and liabilities of the Company (or reserves  therefor),  including any necessary expenses of liquidation,
except any  debts,  liabilities  and loans  that may be due to the Sole  Member,  in the order of  priority  as
provided by law; and

        (b)    second, to the satisfaction (or the making of reasonable  provision for the satisfaction) of any
debts and liabilities  that may be due to the Sole Member and to the  satisfaction (or the making of reasonable
provision for the  satisfaction) of the unpaid principal  balance and the interest accrued thereon on loans, if
any, made by the Sole Member to the Company.

        All of the remaining assets of the Company shall be distributed to the Sole Member.

                                                   ARTICLE X
                                               POWER OF ATTORNEY

Section 10.1.         Manager as  Attorney-In-Fact.  The Sole Member  hereby makes,  constitutes,  and appoints
the Manager with full power of substitution and  resubstitution,  its true and lawful  attorney-in-fact  for it
and in its name, place, and stead and for its use and benefit, to sign, execute,  certify,  acknowledge,  swear
to, file, and record (a) all limited  liability  company  certificates,  assumed name or similar  certificates,
and other  certificates  and instruments  (including  counterparts  of this Agreement)  which the Manager deems
necessary in its  reasonable  discretion  to be filed by the Company under the laws of the State of Delaware or
any other state or jurisdiction  in which the Company is doing business;  (b) any and all amendments or changes
to the instruments  described in clause (a), as now or hereafter amended,  which the Manager may deem necessary
in its reasonable  discretion to effect a change or  modification  of the Company in accordance  with the terms
of this Agreement,  including,  without limitation,  amendments or changes to reflect any amendments adopted by
the Sole Member in accordance  with the terms of this  Agreement;  (c) all  certificates  of  cancellation  and
other  instruments  which the Manager deems  necessary in its reasonable  discretion to effect the  dissolution
and termination of the Company  pursuant to the terms of this Agreement;  and (d) any other instrument which is
now or may  hereafter  be required by law to be filed on behalf of the  Company or is deemed  necessary  by the
Manager in its reasonable  discretion to carry out fully the  provisions of this  Agreement in accordance  with
its terms,  in each case,  however,  subject to the provisions of Section 5.5. The Sole Member  authorizes such
attorney-in-fact  to take any further action which such  attorney-in-fact  shall reasonably  consider necessary
in connection  with any of the foregoing,  hereby giving such  attorney-in-fact  full power and authority to do
so and perform each and every act or thing  whatsoever  requisite or  advisable to be done in  connection  with
the foregoing as fully as the Sole Member might or could do  personally,  and hereby  ratifying and  confirming
all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

Section 10.2.         Nature of Special Power.  The power of attorney granted pursuant to this Article X:

        (a)    is a special power of attorney coupled with an interest and is irrevocable;

        (b)    may be exercised by such  attorney-in-fact by executing any agreement,  certificate,  instrument
or other document with the single  signature of any authorized  officer of such  attorney-in-fact  for the Sole
Member; and

        (c)    shall not be affected by and shall survive the bankruptcy, insolvency, dissolution,  disability,
incapacity  or cessation of existence  of the Sole Member and shall  survive the delivery of an  assignment  by
the Sole Member of its  interest in the  Company,  except that where an assignee of the Sole Member is admitted
as a  substituted  member,  the power of attorney  shall survive the delivery of such  assignment  for the sole
purpose of enabling any such attorney-in-fact to effect such substitution.

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.1. Notices. Any notices or communications hereunder shall be in writing, and may be
either delivered personally (which shall include deliveries by courier), by facsimile transmission or mailed,
postage prepaid, by certified or registered mail, return receipt requested, directed to the parties at their
respective addresses or fax numbers set forth in Exhibit A. Any party hereto may designate a different
address to which notices and demands shall thereafter be directed by written notice given in the same manner
and directed to the Company at is office hereinabove set forth.

Section 11.2. Amendments. Subject to Section 5.5 and Section 5.6, this Agreement shall be amended
only by the written consent of the Sole Member and the Manager.

Section 11.3. Headings. The headings of the various Articles and Sections herein are for the
convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 11.4. Severability. If any one or more of the provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the
remaining provisions or terms of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement.

Section 11.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND 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 11.6. 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
together constitute one and the same instrument.

Section 11.7. Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns.

Section 11.8. Integration. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter thereof and supersedes all prior agreements and understandings and
contemporaneous agreements and understandings pertaining thereto.



Section 11.9.        Enforceability.  Notwithstanding  any other  provision of this  Agreement,  the Sole Member agrees that
this  Agreement  constitutes  a legal,  valid and binding  agreement  of the Sole  Member,  and is  enforceable
against  the Sole Member by the  Manager  and the  Independent  Directors,  in  accordance  with its terms.  In
addition, the Independent Directors shall be intended beneficiaries of this Agreement.

        IN WITNESS WHEREOF,  this Limited  Liability  Company  Operating  Agreement has been executed as of the
date first above written.


        GREENPOINT MORTGAGE FUNDING, INC.,
          as Sole Member


        By:_____________________________________________________________________
                      Name:  David Petrini
                      Title: Executive Vice President




        GREENPOINT MORTGAGE SECURITIES INC.
          as Manager


        By:_____________________________________________________________________
                      Name:  Nathan Hieter
                      Title: Vice President




                                                       EXHIBIT A


                                     ADDRESSES OF THE SOLE MEMBER AND THE MANAGER


                                           Address:

        Sole Member:         GreenPoint Mortgage Funding, Inc.
                             100 Wood Hollow Drive, Doorstop #22210
                             Novato, California 94945

        Manager:             GreenPoint Mortgage Securities Inc.
                             100 Wood Hollow Drive, Doorstop #32210
                             Novato, California 94945



                                                       EXHIBIT B

                                          CAPITAL CONTRIBUTION OF SOLE MEMBER

        1.     Cash in the amount of $1,000.00.