8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 29, 2004

Date of Report (Date of Earliest Event Reported)

GREENPOINT MORTGAGE SECURITIES LLC

(as Sponsor under the Sale and Servicing Agreement, dated as of June 1, 2004, providing for the issuance of GreenPoint

Home Equity Loan Trust 2004-3, Home Equity Loan Asset-Backed Notes)

GREENPOINT MORTGAGE SECURITIES LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-108405-04	20-0326233
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Wood Hollow Drive, Doorstop 32210

Novato, CA 94945

(Address of Principal Executive Offices)

(800) 462-2700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01. Other Events

GreenPoint Mortgage Securities LLC (the “Registrant”) registered an issuance of up to $2,276,908,549 in principal amount of asset-backed securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, by the registration statement on Form S-3/A (File No. 333-108405) (the “Registration Statement”). On June 1, 2004, GreenPoint Home Equity Loan Trust 2004-3, as Issuer, and U.S. Bank National Association, as Indenture Trustee, entered into an Indenture, pursuant to which the Home Equity Loan Asset-Backed Notes, Series 2004-3, Class A Variable Rate Asset-Backed Notes in the aggregate principal amount of $226,987,000 (the “Notes”) were issued on the Closing Date of June 29, 2004. This current report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which were filed as exhibits to the Registration Statement.

Item 9.01(c).  Financial Statements and Exhibits

1.1	Underwriting Agreement, dated June 25, 2004, among GreenPoint Mortgage Funding, Inc., GreenPoint Mortgage Securities LLC, Wachovia Securities and Terwin Capital LLC.
4.1	Indenture, dated as of June 1, 2004, between GreenPoint Home Equity Loan Trust 2004-3 and U.S. Bank National Association.
4.2	Sale and Servicing Agreement, dated as of June 1, 2004, among GreenPoint Mortgage Securities LLC, GreenPoint Mortgage Funding, Inc., Terwin Advisors LLC, GreenPoint Home Equity Loan Trust 2004-3, The Murrayhill Company and U.S. Bank National Association.
4.3	Trust Agreement, dated as of June 1, 2004, between GreenPoint Mortgage Securities LLC and Wilmington Trust Company.
4.4	Assignment, Assumption and Recognition Agreement, dated as of June 1, 2004, among Terwin Advisors LLC, GreenPoint Mortgage Securities LLC and GreenPoint Mortgage Funding, Inc.
4.5	Financial Guaranty Insurance Policy relating to the Notes, dated as of June 29, 2004, and issued and delivered by Ambac Assurance Corporation.
8.1	Opinion of McKee Nelson LLP dated June 29, 2004, with respect to tax matters.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 28, 2004

GREENPOINT MORTGAGE SECURITIES LLC
By:	/s/ Nathan Hieter
	Nathan Hieter
	Vice President

EXHIBIT INDEX

Exhibit Number
1.1	Underwriting Agreement, dated June 25, 2004, among GreenPoint Mortgage Funding, Inc., GreenPoint Mortgage Securities LLC, Wachovia Securities and Terwin Capital LLC.
4.1	Indenture, dated as of June 1, 2004, between GreenPoint Home Equity Loan Trust 2004-3 and U.S. Bank National Association.
4.2	Sale and Servicing Agreement, dated as of June 1, 2004, among GreenPoint Mortgage Securities LLC, GreenPoint Mortgage Funding, Inc., GreenPoint Home Equity Loan Trust 2004-3, and U.S. Bank National Association.
4.3	Trust Agreement, dated as of June 1, 2004, between GreenPoint Mortgage Securities LLC and Wilmington Trust Company.
4.4	Assignment, Assumption and Recognition Agreement, dated as of June 1, 2004, among Terwin Advisors LLC, GreenPoint Mortgage Securities LLC and GreenPoint Mortgage Funding, Inc.
4.5	Financial Guaranty Insurance Policy relating to the Notes, dated as of June 29, 2004, and issued and delivered by Ambac Assurance Corporation.
8.1	Opinion of McKee Nelson LLP dated June 29, 2004, with respect to tax matters.

EX-1.1

Exhibit 1.1

GREENPOINT MORTGAGE FUNDING, INC.

GREENPOINT MORTGAGE SECURITIES LLC

HOME EQUITY LOAN VARIABLE RATE ASSET-BACKED NOTES

Series 2004-3

Class A Notes

UNDERWRITING AGREEMENT

New York, New York

June 25, 2004

Wachovia Capital Markets, LLC

301 South College Street

10^th Floor

Charlotte, NC 28288-0610

Terwin Capital LLC

3 Park Avenue

40^th Floor

New York, NY 10016

Dear Sirs:

GreenPoint Mortgage Securities LLC, a Delaware limited liability company (the “Sponsor”), proposes to cause GreenPoint Home Equity Loan Trust 2004-3 (the “Trust”) to sell to each of you its Home Equity Loan Asset-Backed Notes in the series and class, in the respective original principal amounts and with the designations set forth in Schedule I hereto (the “Designated Notes”). The Designated Notes, will be issued pursuant to an Indenture (the “Indenture”) dated as of June 1, 2004 between the Trust and U.S. Bank National Association, as Indenture Trustee (the “Trustee”). The Trust will be formed pursuant to a Trust Agreement (the “Trust Agreement”) dated as of June 1, 2004 and entered into between the Sponsor and Wilmington Trust Company, as Owner Trustee (the “Owner Trustee”). The Trust will issue two classes of residual certificates (the “Certificates”) evidencing the beneficial ownership in the Trust. The Designated Notes will be secured by certain Mortgage Loans to be transferred by the Sponsor to the Trust pursuant to a Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated June 1, 2004 among the Sponsor, the Trust, GreenPoint Mortgage Funding, Inc. (the “Company” or a “Seller”), Terwin Advisors LLC (“Terwin Advisors” or a “Seller” and together with the Company, the “Sellers”), The Murrayhill Company (the “Credit Risk Manager”) and the Trustee and pledged by the Trust to the Trustee

under the Indenture. The Designated Notes are described more fully in Schedule I hereto and in a Prospectus Supplement furnished to each of you by the Company.

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in Annex I to the Indenture.

1. Sale and Placement of the Designated Notes. Subject to the terms and conditions stated herein, the Sponsor hereby appoints Wachovia Capital Markets, LLC and Terwin Capital LLC (each an “Underwriter” and together the “Underwriters”) as its underwriters in connection with the offering of the Designated Notes by Wachovia Capital Markets, LLC and Terwin Capital LLC on a best efforts basis. Such appointment shall terminate on June 29, 2004 (the “Closing Date”). The Underwriters shall offer the Designated Notes on a best efforts basis to third-party investors prior to the Closing Date. The Sponsor’s obligation to sell and the Underwriters’ obligation to purchase the Designated Notes exists only if the Underwriters have commitments from third-party investors to purchase all such Designated Notes on the Closing Date (i.e., an all-or-nothing offering).

The purchase price for the Designated Notes, as a percentage of the original principal amount thereof, is set forth on Schedule I hereto.

2. Representations and Warranties of the Company and the Sponsor. Each of the Company and the Sponsor represents and warrants to, and agrees with, each of you that:

(a) A registration statement on Form S-3 has been filed with the Securities and Exchange Commission (the “Commission”) (the file number of which is set forth in Schedule I hereto) for the registration of Asset-Backed Securities, issuable in series under the Securities Act of 1933, as amended (the “1933 Act”), which registration statement was declared effective on the date set forth in Schedule I hereto and copies of which have heretofore been delivered to each of you. The Sponsor meets the requirements for use of Form S-3 under the 1933 Act, and such registration statement, as amended at the date hereof, meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material respects with the 1933 Act and the rules and regulations thereunder (the “Rules and Regulations”). The Sponsor proposes to file with the Commission, with each of your consent, pursuant to Rule 424 under the 1933 Act, a supplement to the form of prospectus included in such registration statement relating to the Designated Notes and the plan of distribution thereof, and has previously advised each of you of all further information (financial and other) with respect to the Designated Notes and the Mortgage Pool to be set forth therein. Such registration statement, including all exhibits thereto, as amended at the date hereof, is referred to herein as the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is referred to herein as the “Base Prospectus” (except that if the prospectus filed by the Sponsor pursuant to Rule 424(b) under the 1933 Act differs from the prospectus on file at the time the Registration Statement became effective, the

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term “Base Prospectus” shall refer to such Rule 424(b) prospectus from and after the time it is mailed to the Commission for filing); such form of prospectus supplemented by the prospectus supplement (the “Prospectus Supplement”) relating to the Designated Notes, in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) under the 1933 Act (including the Base Prospectus as so supplemented), is referred to herein as the “Final Prospectus”.

(b) As of the date hereof, as of the date on which the Final Prospectus is first filed pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to the Closing Date (as hereinafter defined), any amendment to the Registration Statement becomes effective, as of the date on which any supplement to the Final Prospectus is filed with the Commission, and at the Closing Date, (i) the Registration Statement, as amended as of any such time, and the Final Prospectus, as amended or supplemented as of any such time, complies and will comply as to form in all material respects with the applicable requirements of the 1933 Act and the Rules and Regulations thereunder, (ii) the Registration Statement, as amended as of any such time, does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (iii) the Final Prospectus, as amended or supplemented as of any such time, does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no representations or warranties as to statements contained in or omitted from the Registration Statement or the Final Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished in writing to the Company by each of you specifically for use in the Registration Statement and the Final Prospectus.

(c) The documents incorporated by reference in the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the 1933 Act or the Securities Exchange Act of 1934 (the “1934 Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Final Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

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(d) Since the respective dates as of which information is given in the Final Prospectus, there has not been any material adverse change in the general affairs, management, financial condition, or results of operations of the Company, otherwise than as set forth or contemplated in the Final Prospectus as supplemented or amended as of Closing Date.

(e) To the extent that an Underwriter (i) has provided to the Company or the Sponsor Collateral Term Sheets (as hereinafter defined) that such Underwriter has provided to a prospective investor, the Company or the Sponsor has filed such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Company or the Sponsor Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Company or the Sponsor will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424 of the Rules and Regulations.

(f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement, the Sale and Servicing Agreement and the Insurance and Indemnity Agreement, dated as of June 29, 2004 (the “Insurance and Indemnity Agreement”) among the Company, Ambac Assurance Corporation (“Insurer”), the Sponsor, the Trustee and the Trust.

(g) The Sponsor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign company in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, has full power and authority necessary to own and hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Insurance and Indemnity Agreement.

(h) As of the date hereof, as of the date on which the Final Prospectus is first filed pursuant to Rule 424 under the 1933 Act, as of the date on which, prior to the Closing Date, any amendment to the Registration Statement becomes effective, as of the date on which any supplement to the Final Prospectus is filed with the Commission, and as of the Closing Date, there has not and will not have been (i) any request by the Commission for any further amendment to the

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Registration Statement or the Final Prospectus or for any additional information, (ii) any issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose or (iii) any notification with respect to the suspension of the qualification of the Designated Notes for sale in any jurisdiction or any initiation or threat of any proceeding for such purpose.

(i) Deloitte & Touche LLP are independent public accountants with respect to the Company as required by the 1933 Act and the Rules and Regulations.

(j) This Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and constitutes a legal, valid, binding and enforceable agreement of each of the Company and the Sponsor, subject as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.

(k) The Sale and Servicing Agreement and the Insurance and Indemnity Agreement, when executed and delivered as contemplated hereby and thereby, will have been duly authorized, executed and delivered by each of the Company and the Sponsor, and when so executed and delivered, will constitute legal, valid, binding and enforceable agreements of each of the Company and the Sponsor, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.

(l) The Trust Agreement when executed and delivered as contemplated hereby and thereby will have been duly authorized, executed and delivered by the Sponsor, and when so executed and delivered, will constitute a legal, valid, binding and enforceable agreement of the Sponsor, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.

(m) As of the Closing Date, the Designated Notes and the Indenture will conform in all material respects to the respective descriptions thereof contained in the Final Prospectus. As of the Closing Date, the Designated Notes will be duly and validly authorized and, when duly and validly executed, authenticated and delivered in accordance with the Indenture and delivered to each of you against payment therefor as provided herein, will be duly and validly issued and outstanding and entitled to the benefits of the Indenture. The Designated Notes will not be “mortgage related securities,” as such term is defined in the singular in the 1934 Act.

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(n) The Indenture, when executed and delivered, will have been duly qualified under the Trust Indenture Act of 1939.

(o) As of the Closing Date, each of the Mortgage Loans will meet the criteria for selection described in the Final Prospectus, and on the Closing Date the representations and warranties of the Company and the Sponsor with respect to the related Mortgage Loans contained in the Sale and Servicing Agreement will be true and correct.

(p) The Company is not in violation of its certificate of incorporation or by-laws and the Sponsor is not in violation of its certificate of formation or operating agreement and neither is in default under any agreement, indenture or instrument the effect of which violation or default would be material to the Company or the Sponsor. Neither the issuance and sale of the Designated Notes nor the execution and delivery by the Company and the Sponsor of this Agreement, the Sale and Servicing Agreement or the Insurance and Indemnity Agreement, nor the consummation by the Company and the Sponsor of any of the transactions herein or therein contemplated, nor compliance by the Company and the Sponsor with the provisions hereof or thereof, does or will conflict with or result in a breach of any term or provision of the certificate of incorporation or by-laws of the Company or the certificate of formation or operating agreement of the Sponsor or conflict with, result in a breach, violation or acceleration of, or constitute a default under, the terms of any indenture or other agreement or instrument to which the Company or the Sponsor is a party or by which it is bound, or any statute, order or regulation applicable to the Company or the Sponsor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company or the Sponsor. Each of the Company and the Sponsor is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it that materially and adversely affects, or may in the future materially and adversely affect, (i) the ability of the Company or the Sponsor to perform its obligations under this Agreement, the Sale and Servicing Agreement or the Insurance and Indemnity Agreement or (ii) the business, operations, financial conditions, properties or assets of the Company.

(q) The execution and delivery by the Sponsor of the Trust Agreement does not and will not conflict with or result in a breach of any term or provision of the certificate of formation or operating agreement of the Sponsor or conflict with, result in a breach, violation or acceleration of, or constitute a default under, the terms of any indenture or other agreement or instrument to which the Sponsor is bound or is a party or any statute, order or regulation applicable to the Sponsor.

(r) There are no actions or proceedings against, or investigations of, the Company or the Sponsor pending, or, to the knowledge of the Company or the Sponsor, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, the Trust Agreement, the

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Sale and Servicing Agreement, the Insurance and Indemnity Agreement, the Trust Agreement or the Designated Notes (ii) seeking to prevent the issuance of the Designated Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement, the Sale and Servicing Agreement or the Insurance and Indemnity Agreement, (iii) that are reasonably likely to be adversely determined and that might materially and adversely affect the performance by each of the Company and the Sponsor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Sale and Servicing Agreement, the Insurance and Indemnity Agreement, the Trust Agreement or the Designated Notes or (iv) seeking to affect adversely the federal income tax attributes of the Designated Notes as described in the Final Prospectus.

(s) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance of the Designated Notes and the sale of the Designated Notes to each of you, or the consummation by the Company or the Sponsor of the other transactions contemplated by this Agreement, the Indenture, the Sale and Servicing Agreement, the Trust Agreement and the Insurance and Indemnity Agreement, except such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or Blue Sky laws in connection with the purchase and distribution of the Designated Notes by each of you or as have been obtained.

(t) Each of the Company and the Sponsor possesses all material licenses, certificates, authorities or permits issued by the appropriate State, Federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Final Prospectus, and neither the Company nor the Sponsor has received notice of any proceedings relating to the revocation or modification of any such license, certificates, authority or permit which if decided adversely to the Company or the Sponsor would, singly or in the aggregate, materially and adversely affect the conduct of its business, operations or financial condition.

(u) Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Insurance and Indemnity Agreement or the execution, delivery and sale of the Designated Notes have been or will be paid on or prior to the Closing Date.

(v) Immediately prior to the assignment of the Mortgage Loans to the Trust as contemplated by the Sale and Servicing Agreement, the Sponsor (i) had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, mortgage, lien, security interest or other encumbrance (collectively, “Liens”), (ii) had not assigned to any person any of its right, title or interest in such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Trust pursuant to the Sale and Servicing Agreement and

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upon the execution and delivery of the Sale and Servicing Agreement by the Sponsor, the Trust will have acquired all of the Sponsor’s and the Seller’s right, title and interest in and to the Mortgage Loans.

(w) At the time of execution and delivery of the Indenture, (1) the Trust will own the Mortgage Loans being pledged to the Trustee pursuant thereto, free and clear of any Liens, except to the extent permitted in the Indenture, and will not have assigned to any person other than the Trustee any of its right, title or interest in the Mortgage Loans, (2) the Trust will have the power and authority to pledge the Trust Estate to the Trustee and to transfer the Designated Notes and will have duly authorized such action by all necessary corporate action, (3) upon execution and delivery by the Trust to the Trustee of the Indenture, and delivery of the Designated Notes, the Trustee will have a valid, perfected security interest of first priority in the Trust Estate free of Liens other than Liens permitted by the Indenture and (4) upon payment and delivery of the Designated Notes to each of you, each of you will acquire ownership of the Designated Notes, free of Liens other than Liens permitted by the Indenture or created or granted by each of you.

(x) At the Closing Date, the execution and delivery of the Indenture by the Trust will have been duly authorized by the Sponsor and upon due execution and delivery thereof by the parties thereto, the Indenture will constitute a legal, valid and binding agreement enforceable in accordance with its terms, except as the same may be limited by bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally and by general principles of equity.

(y) At the Closing Date, the Trust will have assigned, pledged and delivered to the Trustee under the Indenture all of its right, title and interest in and to, among other things, (i) the Mortgage Loans, and (ii) cash and/or other assets, if any, in the amount set forth in the Indenture (the “Collateral”).

(z) The Trust has corporate power and authority to assign, pledge and deliver the Collateral to the Trustee under the Indenture, and at the Closing Date will have duly authorized such assignment, pledge and delivery to the Trustee by all necessary corporate actions.

(aa) Neither the Company, the Sponsor nor the Trust is, and neither the issuance and sale of the Designated Notes nor the activities of the Trust pursuant to the Indenture will cause the Company, the Sponsor or the Trust to be, an “investment company” or under the control of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(bb) At the Closing Date, each of the representations and warranties of the Company and the Sponsor set forth in the Sale and Servicing Agreement will be true and correct in all material respects.

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(cc) At the Closing Date, the Designated Notes shall have been rated in the highest rating category by at least two nationally recognized rating agencies.

3. Delivery and Payment. The Sponsor will deliver the Designated Notes to the Underwriters to the extent the Underwriters have commitments from third-party investors to purchase all of such Designated Notes on the Closing Date, against payment of the purchase price therefor in same day funds wired to such bank as may be designated by the Sponsor, or by such other manner of payment as may be agreed upon by the Sponsor and each of you, at the offices of McKee Nelson LLP, 5 Times Square, 35th Floor, New York, New York 10036 at 10:00 A.M., New York City time, on the Closing Date or at such other place or time not later than seven full business days thereafter as each of you and the Sponsor determine.

The Designated Notes so to be delivered will be in such denominations and registered in such names as each of you request two full business days prior to the Closing Date and will be made available for examination by the Underwriters no later than 2:00 P.M., New York City time, on the first business day prior to the Closing Date.

4. Covenants of the Company and the Sponsor. Each of the Company and the Sponsor covenants and agrees with each of you that:

(a) The Company and the Sponsor will prepare a supplement to the Base Prospectus setting forth the amount of Designated Notes covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the expected proceeds to the Company from the sale of such Designated Notes, and such other information as each of you and the Company may deem appropriate in connection with the offering of such Designated Notes. The Company and the Sponsor will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of the Final Prospectus. The Company and the Sponsor promptly will advise each of you or your counsel (i) when the Final Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective or any further supplement to the Base Prospectus shall have been filed with the Commission, (iii) of any proposal or request to amend or supplement the Registration Statement, the Base Prospectus or the Final Prospectus or any request by the Commission for any additional information, (iv) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or post-effective amendment thereto or the institution or threatening of any proceeding for that purpose, (vi) of the receipt by the Company or the Sponsor of any notification with respect to the suspension of the qualification of the Designated Notes for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose, and (vii) of the occurrence of any event that would cause the Registration Statement, as then in effect, to contain an untrue statement of a

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material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that would cause the Final Prospectus, as then in effect, to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Sponsor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. The Company and the Sponsor will cause the Final Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or will cause the Final Prospectus to be filed with the Commission pursuant to said Rule 424.

(b) If, at any time when a prospectus relating to the Designated Notes is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus, as then amended or supplemented, would contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Company and the Sponsor promptly will prepare and file with the Commission, at the expense of the Company or the Sponsor, as the case may be, subject to paragraph (a) of this Section 4, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Company and the Sponsor will use their best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible.

(c) The Company and the Sponsor will furnish to each of you and your counsel, without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and so long as delivery of a prospectus by each of you may be required by the 1933 Act, as many copies of any Final Prospectus and any amendments and supplements thereto as each of you may reasonably request.

(d) The Company and the Sponsor will file promptly with the Commission any amendment to the Registration Statement or the Base Prospectus or any supplement to the Base Prospectus that may, in either of your judgment or the judgment of the Company or the Sponsor, be required by the 1933 Act or requested by the Commission.

(e) The Company and the Sponsor will make generally available to holders of the Designated Notes as soon as practicable, but in any event not later than 90 days after the close of the period covered thereby, a statement of earnings of the Trust (which need not be audited) complying with Section 11(a) of the 1933 Act and the Rules and Regulations (including, at the option of the Company

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and the Sponsor, Rule 158) and covering a period of at least twelve consecutive months beginning not later than the first day of the first fiscal quarter following the Closing Date.

(f) Each of the Company and the Sponsor agrees that, so long as the Designated Notes shall be outstanding, it will deliver to each of you the annual statement as to compliance delivered to the Trustee pursuant to Section 3.09 of the Sale and Servicing Agreement and the annual statement of a firm of independent public accountants delivered to the Trustee pursuant to Section 3.10 of the Sale and Servicing Agreement, as soon as such statements are furnished to the Company or the Sponsor.

(g) The Company and the Sponsor will furnish such information, execute such instruments and use their best efforts to qualify the Designated Notes for sale under the laws of such jurisdictions as either of you may designate and will maintain such qualifications in effect so long as required for the distribution of the Designated Notes; provided, however, that the Company and the Sponsor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. Subject to the foregoing proviso, the Company and the Sponsor will file or cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Designated Notes have been so qualified.

(h) The Company and the Sponsor will enter into this Agreement, the Sale and Servicing Agreement and the Insurance and Indemnity Agreement on or prior to the Closing Date.

(i) The Sponsor will enter into the Trust Agreement on or prior to the Closing Date.

(j) The Sponsor will apply the net proceeds from the sale of the Designated Notes in the manner set forth in the Final Prospectus.

5. Conditions to the Obligations of the Underwriters. Your obligations hereunder to purchase the Designated Notes shall be subject to the accuracy of the representations and warranties on the part of the Company and the Sponsor contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date and as of the Closing Date, to the accuracy of the statements of the Company and the Sponsor made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Sponsor of its obligations hereunder and to the following additional conditions:

(a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings

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for that purpose shall have been instituted or threatened; and the Final Prospectus shall have been filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act. Any request of the Commission for inclusion of additional information in the Registration Statement or the Base Prospectus shall have been complied with.

(b) Each of you shall have received from Tobin & Tobin, counsel to the Company, a favorable statement, dated the Closing Date, to the effect that:

(i) No facts have come to the attention of such counsel which lead them to believe that the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical data contained therein, as to which we are not called upon to express any belief), at the time the Registration Statement became effective, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading, or that the Final Prospectus (other than the financial statements and other financial and statistical data contained therein, as to which we are not called upon to express any belief), as of its date and as of the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Such counsel may: (1) express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement, the Trust Agreement, the Indenture, the Sale and Servicing Agreement and the Insurance and Indemnity Agreement; (2) assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Company; (3) qualify such opinion only as to the federal laws of the United States of America, the laws of the State of New York and the general corporation law of the State of Delaware. Such counsel shall also confirm that each of you may rely, on and as of the Closing Date, on any opinion or opinions of such counsel submitted to the rating agency or agencies rating the Designated Notes as if addressed to each of you and dated the Closing Date.

(c) Each of you shall have received from McKee Nelson LLP, your counsel, a favorable opinion, dated the Closing Date, to the effect that (i) for federal income tax purposes the Designated Notes will be treated as indebtedness and (ii) the Trust will not be treated as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool;

(d) Each of you shall have received a certificate, signed by the president, a senior vice president or a vice president of the Company and the Sponsor, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Insurance and Indemnity

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Agreement, and this Agreement and that, to the best of his or her knowledge based upon reasonable investigation:

(i) the representations and warranties of the Company and the Sponsor in this Agreement, as of the Closing Date, and in the Sale and Servicing Agreement, the Trust Agreement and the Insurance and Indemnity Agreement and in all related agreements, as of the date specified in such agreements, are true and correct, and the Company and the Sponsor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) there are no actions, suits or proceedings pending, or to the best of such’s knowledge, threatened against or affecting the Company or the Sponsor which if adversely determined, individually or in the aggregate, would be reasonably likely to adversely affect the Company’s or the Sponsor’s obligations under the Sale and Servicing Agreement, the Insurance and Indemnity Agreement or this Agreement in any material way or the Sponsor’s obligations under the Trust Agreement in any material way; and no merger, liquidation, dissolution or bankruptcy of the Company or the Sponsor is pending or contemplated;

(iii) the information contained in the Registration Statement and the Final Prospectus relating to the Company and the Sponsor, the Mortgage Loans or the servicing procedures of it or its affiliates or subservicer is true and accurate in all material respects and nothing has come to his or her attention that would lead such officer to believe that the Registration Statement or Final Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading;

(iv) the information set forth in the Schedule of Mortgage Loans required to be furnished pursuant to the Sale and Servicing Agreement is true and correct in all material respects;

(v) there has been no amendment or other document filed affecting the certificate of incorporation or bylaws of the Company or the certificate of formation or operating agreement of the Sponsor, in each case since December 31, 2003, and no such amendment has been authorized. No event has occurred since December 31, 2003, which has affected the good standing of the Company under the laws of the State of New York or the good standing of the Sponsor under the laws of the State of Delaware;

(vi) there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations

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of the Company, the Sponsor and its subsidiaries, taken as a whole, from December 31, 2003.

(vii) on or prior to the Closing Date, there has been no downgrading, nor has any notice been given of (A) any intended or potential downgrading or (B) any review or possible changes in rating the direction of which has not been indicated, in the rating, if any, accorded the Company or its affiliates or in any rating accorded any securities of the Company, if any, by any “nationally recognized statistical rating organization,” as such term is defined for purposes of the 1933 Act;

(viii) each person who, as an officer or representative of the Company or the Sponsor, signed or signs the Registration Statement, the Sale and Servicing Agreement, the Trust Agreement, the Insurance and Indemnity Agreement, this Agreement or any other document delivered pursuant hereto, on the date of such execution, or on the Closing Date, as the case may be, in connection with the transactions described in the Sale and Servicing Agreement, the Trust Agreement, the Insurance and Indemnity Agreement and this Agreement was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures; and

(ix) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s or the Sponsor’s knowledge, threatened.

The Company and the Sponsor shall attach to such certificate a true and correct copy of its certificate of incorporation or certificate of formation, as appropriate, and bylaws or operating agreement, as appropriate, which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors or members, as appropriate, with respect to the transactions contemplated herein.

(e) Each of you shall have received a certificate, signed by the president, a senior vice president or a vice president of Terwin Advisors, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Sale and Servicing Agreement and that, to the best of his or her knowledge based upon reasonable investigation:

(i) the representations and warranties of Terwin Advisors in the Sale and Servicing Agreement and in all related agreements, as of the date specified in such agreements, are true and correct, and Terwin Advisors has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

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(ii) there are no actions, suits or proceedings pending, or to the best of such’s knowledge, threatened against or affecting Terwin Advisors which if adversely determined, individually or in the aggregate, would be reasonably likely to adversely affect Terwin Advisors’ obligations under the Sale and Servicing Agreement in any material way; and no merger, liquidation, dissolution or bankruptcy of Terwin Advisors is pending or contemplated;

(iii) the information contained in the Final Prospectus relating to Terwin Advisors is true and accurate in all material respects and nothing has come to his or her attention that would lead such officer to believe that the Final Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading;

(iv) there has been no amendment or other document filed affecting the certificate of incorporation or bylaws of Terwin Advisors since December 31, 2003, and no such amendment has been authorized. No event has occurred since December 31, 2003, which has affected the good standing of the Company under the laws of the State of Delaware;

(v) there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of Terwin Advisors, taken as a whole, from December 31, 2003; and

(vi) each person who, as an officer or representative of Terwin Advisors, signed or signs the Sale and Servicing Agreement or any other document delivered pursuant thereto, on the date of such execution, or on the Closing Date, as the case may be, in connection with the transactions described in the Sale and Servicing Agreement was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures.

Terwin Advisors shall attach to such certificate a true and correct copy of its certificate of incorporation and bylaws which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors with respect to the transactions contemplated herein.

(f) Each of you shall have received from Tobin & Tobin, counsel to the Company, an opinion, dated the Closing Date, to the effect that:

(i) Each of the Company and the Sponsor has been duly organized and is validly existing as a corporation (with respect to the Company) or a limited liability company (with respect to the Sponsor) in good standing under the laws of its state of formation and is qualified to

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do business in each state necessary to enable it to perform its obligations under the Sale and Servicing Agreement, this Agreement, the Indenture, the Trust Agreement and the Insurance and Indemnity Agreement and has all power and authority necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement and the Insurance and Indemnity Agreement;

(ii) To the best knowledge of such counsel, there are no actions, proceedings or investigations pending or threatened against or affecting the Company or the Sponsor before or by any court, arbitrator, administrative agency or other governmental authority reasonably likely to be adversely determined that would materially and adversely affect the ability of the Company or the Sponsor to carry out the transactions contemplated in this Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement or the Insurance and Indemnity Agreement;

(iii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Company or the Sponsor of the transactions contemplated herein, except such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Designated Notes and except any recordation of the assignments of the Mortgage Loans to the Trustee pursuant to the Sale and Servicing Agreement that have not yet been completed;

(iv) The Company is not in violation of its certificate of incorporation or by-laws, the Sponsor is not in violation of its certificate of formation or operating agreement, neither the Company nor the Sponsor is in default under any agreement, indenture or instrument the effect of which violation or default would be material to the Company or the Sponsor, and neither the issuance and sale of the Designated Notes, nor the execution or delivery of or performance under this Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement or the Insurance and Indemnity Agreement, nor the consummation of any other of the transactions contemplated herein or therein will conflict with or result in a breach or violation of any term or provision of, or constitute a default (or an event which with the passing of time or notification, or both, would constitute a default) under, the certificate of incorporation or by-laws of the Company, the certificate of formation or operating agreement of the Sponsor, or, to the knowledge of such counsel, any indenture or other agreement or instrument to which the Company or the Sponsor or any of its affiliates is a party or by which it or any of them is bound, or any New York or federal statute or regulation applicable to the Company or the Sponsor or any of its affiliates or, to the knowledge of such counsel, any order of any New York or federal court, regulatory body,

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administrative agency or governmental body having jurisdiction over the Company or the Sponsor or any of its affiliates;

(v) Each of the Company and the Sponsor possesses all material licenses, certificates, authorities or permits issued by the appropriate State, Federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Final Prospectus, and neither the Company nor the Sponsor has received notice of any proceedings relating to the revocation or modification of any such license, certificates, authority or permit which if decided adversely to the Company or the Sponsor would, singly or in the aggregate, materially and adversely affect the conduct of its business, operations or financial condition.

(vi) The Sale and Servicing Agreement, this Agreement, the Indenture and the Insurance and Indemnity Agreement have been duly authorized, executed and delivered by the Company and the Sponsor and constitute legal, valid and binding agreements of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law;

(vii) The Trust Agreement has been duly authorized, executed and delivered by the Sponsor and constitutes a legal, valid and binding agreement of the Sponsor enforceable against the Sponsor in accordance with its terms, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles or equity, regardless of whether enforcement is sought in a proceeding in equity or at law;

(viii) The direction by the Sponsor to the Trustee to execute, authenticate and deliver the Designated Notes has been duly authorized by the Sponsor, and the Designated Notes, when executed and authenticated in the manner contemplated in the Indenture, will be validly issued and outstanding and entitled to the benefits of the Indenture;

(ix) The Designated Notes, the Sale and Servicing Agreement and the Indenture conform in all material respects to the descriptions thereof contained in the Final Prospectus; and

(x) Neither the transfer of the Mortgage Loans to the Trust, the pledge of the Mortgage Loans, the issuance or sale of the Designated Notes nor the execution, delivery or performance by the Company and the Sponsor of this Agreement, the Trust Agreement, the Insurance and Indemnity Agreement or the Sale and Servicing Agreement (A) conflicts

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or will conflict with or results or will result in a breach of, or constitutes or will constitute a default under, (i) any term or provision of the certificate of incorporation or bylaws of the Company or the certificate of formation or operating agreement of the Sponsor; (ii) any term or provision of any material agreement, contract, instrument or indenture, to which the Company or the Sponsor is a party or is bound and known to such counsel; or (iii) any order, judgment, writ, injunction or decree of any court or governmental agency or body or other tribunal having jurisdiction over the Company or the Sponsor and known to such counsel; or (B) results in, or will result in the creation or imposition of any lien, charge or encumbrance upon the Trust or upon the Designated Notes, except as otherwise contemplated by the Indenture.

(xi) The Registration Statement has become effective under the 1933 Act; to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn and no proceedings for that purpose have been instituted or threatened and not terminated; and the Registration Statement, the Final Prospectus and each amendment or supplement thereto and the Indenture, as of their respective effective or issue dates (other than the financial and statistical information contained therein as to which we express no opinion) complied as to form in all material respects with the applicable requirements of the 1933 Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the respective rules and regulations thereunder;

(xii) The Indenture has been duly qualified under the Trust Indenture Act and the Trust Agreement is not required to be registered under the Trust Indenture Act;

(xiii) Neither the Sponsor or the Trust is required to be registered under the Investment Company Ace of 1940, as amended;

(xiv) The statements in the Final Prospectus under the heading “Certain Legal Aspects of the Loans”, to the extent that they constitute descriptions of specific federal or state laws or legal conclusions with respect thereto, are correct in all material respects;

(xv) To the best knowledge of such counsel, no default exists and no event has occurred which, with notice, lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any agreement to which the Sponsor is a party or by which it is bound, which default is or would have a material adverse effect on the financial condition, earnings, prospects, business or properties of the Sponsor, taken as a whole;

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(xvi) The Indenture creates a valid security interest in the Collateral (as defined in the Indenture).

Such counsel may: (1) express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement, the Trust Agreement, the Indenture, the Sale and Servicing Agreement and the Insurance and Indemnity Agreement; (2) assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Company; (3) qualify such opinion only as to the federal laws of the United States of America, the laws of the State of New York and the general corporation law of the State of Delaware. Such counsel shall also confirm that each of you may rely, on and as of the Closing Date, on any opinion or opinions of such counsel submitted to the rating agency or agencies rating the Designated Notes as if addressed to each of you and dated the Closing Date.

(g) Each of you shall have received from Tobin & Tobin, counsel for the Company, reliance on each opinion delivered to Standard and Poor’s Ratings Services and Moody’s Investors Service, Inc. in connection with the rating of the Designated Notes, including, without limitation, opinions characterizing the transfer of the Mortgage Loans to the Trust;

(h) Each of you shall have received from McKee Nelson LLP, your counsel, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Designated Notes, the Indenture, the Sale and Servicing Agreement, this Agreement, the Registration Statement, the Final Prospectus and other related matters as you may reasonably require, and shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass on such matters;

(i) Each of you shall have received from Deloitte & Touche LLP, certified public accountants, one or more letters, including bring-down letters, dated the date hereof and satisfactory in form and substance to each of you and your counsel, to the effect that such accountants have performed certain specified procedures regarding certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement.

(j) Each of you shall have received a rating letter assigning a rating to each class of Designated Notes of “AAA” from Standard and Poor’s Ratings Services, and “Aaa” from Moody’s Investors Service, Inc., which ratings shall not have been withdrawn.

(k) Each of you shall have received from counsel for the Trustee a favorable opinion, dated the Closing Date, in form and substance satisfactory to each of you and your counsel, to the effect that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legal, valid, binding and enforceable agreement of the Trustee, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or other similar laws

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affecting creditors’ rights in general and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or at law, and as to such other matters as may be agreed upon by each of you and the Trustee.

(l) Each of you shall have received from counsel for the Owner Trustee a favorable opinion, dated the Closing Date, in form and substance satisfactory to each of you and your counsel, to the effect that the Trust Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a legal, valid, binding and enforceable agreement of the Owner Trustee, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights in general and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or at law, the security interest created under the Indenture is a first priority perfected security interest in the Collateral (as defined in the Indenture) and as to such other matters as may be agreed upon by each of you and the Owner Trustee.

(m) Each of you shall have received from the Trustee a certificate, signed by the President, a senior vice president or a vice president of the Trustee, dated the Closing Date, to the effect that each person who, as an officer or representative of the Trustee, signed or signs the Designated Notes, the Indenture or any other document delivered pursuant hereto, on the date hereof or on the Closing Date, in connection with the transactions described in the Indenture was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures.

(n) Each of you shall have received from the Owner Trustee a certificate, signed by the President, a senior vice president or a vice president of the Owner Trustee, dated the Closing Date, to the effect that each person who, as an officer or representative of the Owner Trustee, signed or signs the Trust Agreement, the Certificate or any other document delivered pursuant hereto, on the date hereof or on the Closing Date, in connection with the transactions described in the Trust Agreement was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures.

(o) The Policy relating to the Designated Notes shall have been duly executed and issued at or prior to the Closing Date and shall conform in all material respects to the description thereof in the Final Prospectus.

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(p) Each of you shall have received a favorable opinion of counsel to the Insurer, dated the Closing Date and in form and substance satisfactory to your counsel, to the effect that:

(i) Insurer is a stock insurance corporation, duly incorporated and validly existing under the laws of the State of Wisconsin. Insurer is validly licensed to do business in 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and the U.S. Virgin Islands and is authorized to issue the Policy and perform its obligations under the Policy in accordance with the terms thereof.

(ii) The execution and delivery by Insurer of the Policy and the Insurance and Indemnity Agreement are within the corporate power of Insurer and have been authorized by all necessary corporate action on the part of Insurer; the Policy has been duly executed and is the valid and binding obligation of Insurer enforceable in accordance with its terms except that the enforcement of the Policy may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors’ rights generally and by general principles of equity.

(iii) Insurer is authorized to deliver the Insurance and Indemnity Agreement, and such agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of Insurer enforceable in accordance with its terms except that the enforcement of the Insurance and Indemnity Agreement may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors’ rights generally and by general principles of equity and by public policy considerations relating to indemnification for securities law violations.

(iv) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required on the part of Insurer, the lack of which would adversely affect the validity or enforceability of the Policy; to the extent required by applicable legal requirements that would adversely affect validity or enforceability of the Policy, the form of the Policy has been filed with, and approved by, all governmental authorities having jurisdiction over Insurer in connection with the Policy.

(v) The Policy is not required to be registered under the 1933 Act.

(vi) The information set forth under the caption “The Insurer and the Policy” in the Prospectus Supplement forming a part of the Registration Statement, insofar as such statements constitute a description of the Policy, accurately summarizes the Policy.

In rendering this opinion, such counsel may rely, as to matters of fact, on certificates of responsible officers of the Company, the Trustee, Insurer and public

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officials. Such opinion may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than Insurer.

(q) On or prior to the Closing Date, there has been no downgrading, nor has any notice been given of (A) any intended or potential downgrading or (B) any review or possible changes in rating the direction of which has not been indicated, in the rating, if any, accorded Insurer’s claims paying ability by any “nationally recognized statistical rating organization,” as such term is defined for purposes of the 1933 Act.

(r) On or prior to the Closing Date, there has been no downgrading, nor has any notice been given of (A) any intended or potential downgrading or (B) any review or possible changes in rating the direction of which has not been indicated, in the rating, if any, accorded the Company or in any rating accorded any securities of the Company, if any, by any “nationally recognized statistical rating organization,” as such term is defined for purposes of the 1933 Act.

(s) There has not occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, since March 31, 2004, of (A) the Company and its subsidiaries or (B) Insurer, that is in either of your judgment material and adverse and that makes it in either of your judgment impracticable to market the Designated Notes on the terms and in the manner contemplated in the Final Prospectus.

(t) Each of you shall have received from Insurer a certificate, signed by the president, a senior vice president or a vice president of Insurer, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Policy, the Insurance and Indemnity Agreement and the related documents and that, to the best of his or her knowledge based on reasonable investigation:

(i) There are no actions, suits or proceedings pending or threatened against or affecting Insurer which, if adversely determined, individually or in the aggregate, would adversely affect Insurer’s performance under the Policy or the Insurance and Indemnity Agreement;

(ii) Each person who as an officer or representative of Insurer, signed or signs the Policy, the Insurance and Indemnity Agreement or any other document delivered pursuant hereto, on the date thereof, or on the Closing Date, in connection with the transactions described in this Agreement was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures;

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(iii) The tables regarding Insurer’s capitalization set forth under the heading “The Insurer and the Policy” presents fairly the capitalization of Insurer as of March 31, 2004;

(iv) The audited balance sheet of Insurer as of March 31, 2004 and the related statement of income and retained earnings for the fiscal year then ended, and the accompanying footnotes, together with the opinion of KPMG LLP, an independent certified public accountant, copies of which are included in the Prospectus Supplement, fairly present in all material respects the financial condition of Insurer as of such date and for the period covered by such statements in accordance with generally accepted accounting principles consistently applied.

(v) To the best knowledge of such officer, since March 31, 2004, no material adverse change has occurred in the financial position of Insurer other than as set forth in the Prospectus Supplement.

Insurer shall attach to such certificate a true and correct copy of its certificate or articles of incorporation, as appropriate, and its bylaws, all of which are in full force and effect on the date of such certificate.

(u) Each of you shall have received such further information, certificates, documents and opinions as either of you may reasonably have requested not less than three business days prior to the Closing Date.

(v) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to each of you and your counsel, and each of you and such counsel shall have received such information, certificates and documents as either of you or they may have reasonably requested.

(w) Prior to the Closing Date, your counsel shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Designated Notes as herein contemplated and related proceedings or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained, and all proceedings taken by the Company in connection with the issuance and sale of the Designated Notes as herein contemplated shall be satisfactory in form and substance to each of you and your counsel.

(x) Subsequent to the execution and delivery of this Agreement none of the following shall have occurred: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended or minimum prices shall have been established on either of such exchanges or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction;

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(ii) a banking moratorium shall have been declared by Federal or state authorities; (iii) the United States shall have become engaged in hostilities, there shall have been an escalation of hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States; or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets of the United States shall be such) as to make it, in the judgment of the Underwriters, impractical or inadvisable to proceed with the public offering or delivery of the Designated Notes on the terms and in the manner contemplated in the Final Prospectus.

If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Company or the Sponsor is in breach of any covenants or agreements contained herein or if any of the opinions and certificates referred to above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to each of you and your counsel, this Agreement and all of your obligations hereunder may be canceled by either of you at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company and the Sponsor in writing, or by telephone or facsimile transmission confirmed in writing.

6. Payment of Expenses. Each of you agrees to pay: (a) the costs incident to the authorization, issuance, sale and delivery of the Designated Notes and any taxes payable in connection therewith; (b) the costs incident to the preparation, printing and filing under the 1933 Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Base Prospectus, the Final Prospectus, any amendment or supplement to the Base Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of reproducing and distributing this Agreement; (e) the fees and expenses of qualifying the Designated Notes under the securities laws of the several jurisdictions as provided in Section 4(g) hereof and of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of your counsel); (f) any fees charged by securities rating services for rating the Designated Notes; (g) any fees and expenses of your counsel, the Trustee, the Trustee’s counsel, Terwin Advisor’s counsel and the Sponsor’s and the Company’s counsel incurred in connection with the transactions described herein; (h) any fees and expenses associated with registering the Designated Notes with The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System; (i) any fees and expenses incurred in connection with either of your or Insurer’s due diligence associated with the transactions described herein, including but not limited to the costs and expenses incurred in connection with re-underwriting and appraisal services performed by third parties; and (j) all other costs and expenses incident to the performance of the obligations of the Company.

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7. Indemnification and Contribution.

(a) Each of the Company and the Sponsor agrees to indemnify and hold each of you harmless and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act from and against any and all loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Designated Notes), to which either of you or any such controlling person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Final Prospectus or (iv) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and shall reimburse each of you and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by either of you or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Base Prospectus, the Final Prospectus or the Registration Statement in reliance upon and in conformity with any Underwriter Information (defined below) or any Terwin-Provided Information (defined below); and provided, further, that as to any Base Prospectus this indemnity shall not inure to each of your benefit or the benefit of any controlling person on account of any loss, claim, damage, liability or action arising from the sale of the Designated Notes to any person by either of you if either of you failed to send or give a copy of the Final Prospectus, as amended or supplemented, to that person within the time required by the 1933 Act. For purposes of the last proviso to the immediately preceding sentence, the term “Final Prospectus” shall not be deemed to include the documents incorporated therein by reference, and each of you shall not be obligated to send or give any supplement or amendment to any document incorporated therein by reference to any person other than a person to whom either of you had delivered such incorporated document or documents in response to a written request therefor. The foregoing indemnity agreement is in addition to any liability which each of the Company and the Sponsor may otherwise have to either of you or any person who controls either of you.

(b) Each of you agree to indemnify and hold harmless each of the Company and the Sponsor, each of its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company and the Sponsor within the meaning of Section 15 of the 1933 Act against any and

25

all loss, claim, damage or liability, or any action in respect thereof, to which the Company, the Sponsor or any such director, officer or controlling person may become subject, under the 1933 Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Final Prospectus or (iv) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with Underwriter Information, and shall reimburse the Company and the Sponsor and any such director, officer or controlling person for any legal or other expenses reasonably incurred by the Company and the Sponsor or any director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which either of you may otherwise have to each of the Company and the Sponsor or any such director, officer or controlling person.

(c) Promptly after receipt by any indemnified party under this Section 7 of notice of any claim or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure and provided, further, that the failure to notify any indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7.

If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing; (ii) such

26

indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by each of you, if the indemnified parties under this Section 7 consist of each of you or any of your controlling persons, or by the Company, if the indemnified parties under this Section 7 consist of the Company, the Sponsor, or any of the Company’s directors, officers or controlling persons.

Each indemnified party, as a condition of the indemnity agreements contained in Sections 7(a), 7(b) and 7(c) shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.

(d) Each of you agree to deliver to the Company or the Sponsor no later than the date on which the Prospectus Supplement is required to be filed pursuant to Rule 424 with a copy of its Derived Information (defined below) for filing with the Commission on Form 8-K.

(e) Each of you agree, assuming all Company-Provided Information (defined below) is accurate and complete in all material respects, to indemnify and hold harmless the Company, the Sponsor, each of the Company’s and the Sponsor’s officers and directors and each person who controls the Company and the Sponsor within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become

27

subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information provided by either of you, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. Your obligations under this Section 7(e) shall be in addition to any liability which each of you may otherwise have.

(f) Each of the Company and the Sponsor agree to indemnify and hold harmless each Underwriter, each of the Underwriters’ officers and directors and each person who controls an Underwriter within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Company-Provided Information provided by the Company or the Sponsor, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. Each of the Company’s and the Sponsor’s obligations under this Section 7(f) shall be in addition to any liability which they may otherwise have.

The procedures set forth in Section 7(c) shall be equally applicable to Sections 7(e) and 7(f).

(g) For purposes of this Section 7, the term “Underwriter Information” means that written information furnished to the Company and the Sponsor by each of you or on your behalf specifically for inclusion in the Final Prospectus, other than Derived Information, which is set forth (i) in the second sentence of the first paragraph on the cover page of the Prospectus Supplement and (ii) in the third paragraph under the heading “Method of Distribution” of the Prospectus Supplement.

(h) For purposes of this Section 7, the term “Derived Information” means such portion, if any, of the information delivered to the Company or the Sponsor by an Underwriter pursuant to Section 7(e) for filing with the Commission on Form 8-K as:

(i) is not contained in the Final Prospectus without taking into account information incorporated therein by reference;

28

(ii) does not constitute Company-Provided Information; and

(iii) is of the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters).

“Company-Provided Information” means any computer tape furnished to an Underwriter by the Company concerning the GreenPoint Mortgage Loans comprising the Trust or any other information furnished by the Company to an Underwriter that is relied on or is reasonably anticipated by the parties hereto to be relied on by an Underwriter in the course of the Underwriter’s preparation of its Derived Information or the written information to be included in the Prospectus Supplement by the Underwriters as set forth in Section 7(i) herein.

“Terwin-Provided Information” means (i) any computer tape furnished to an Underwriter by Terwin Advisors concerning the Terwin Mortgage Loans comprising the Trust, (ii) the information contained in the Prospectus Supplement under the headings “The Sellers – Terwin Advisors LLC” and “Underwriting Standards – Terwin Mortgage Loans” and (iii) any other information furnished by Terwin Advisors to an Underwriter that is relied on or is reasonably anticipated by the parties hereto to be relied on by an Underwriter in the course of the Underwriter’s preparation of its Derived Information or the written information to be included in the Prospectus Supplement by the Underwriters as set forth in Section 7(i) herein.

The terms “Collateral Term Sheet” and “Structural Term Sheet” shall have the respective meanings assigned to them in the February 13, 1995 letter (the “PSA Letter”) of Cleary, Gottlieb, Steen & Hamilton on behalf of the Public Securities Association (which letter, and the SEC staff’s response thereto, were publicly available February 17, 1995). The term “Collateral Term Sheet” as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term “Computational Materials” has the meaning assigned to it in the May 17, 1994 letter (the “Kidder Letter” and together with the PSA Letter, the “No-Action Letters”) of Brown & Wood on behalf of Kidder, Peabody & Co., Inc. (which letter, and the SEC staff’s response thereto, were publicly available May 20, 1994).

(i) If the indemnification provided for in this Section 7 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 7 in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Sponsor on the one hand and each of you on the other from the offering of the Designated Notes or (ii) if

29

the allocation provided by clause (i) above is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 7(c), in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Sponsor on the one hand and each of you on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.

The relative benefits to each of you and the Sponsor shall be deemed to be in such proportion so that each of you are responsible for that portion represented by the percentage that the underwriting discount bears to the public offering price.

The relative fault of each of you and the Company and the Sponsor shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Sponsor or by either of you, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission and other equitable considerations.

The Company, the Sponsor and each of you agree that it would not be just and equitable if contributions pursuant to this Section 7(h) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7(h) shall be deemed to include, for purposes of this Section 7(h), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.

In no case shall either of you be responsible for any amount in excess of the underwriting discount applicable to the Designated Notes purchased by either of you hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8. Termination.

(a) This Agreement shall be subject to termination in each of your absolute discretion, by notice given to the Company or the Sponsor prior to delivery of and payment for the Designated Notes, if, prior to such time, (i) trading of securities generally on the New York Stock Exchange or the American Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York State authorities or (iii) there shall have occurred any material outbreak or declaration of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in each of your reasonable judgment, impracticable to market the Designated Notes on the terms specified herein.

30

(b) If the sale of the Designated Notes shall not be consummated because any condition to your obligations set forth in Section 5 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company or the Sponsor to perform any agreement herein or comply with any provision hereof other than by reason of either of your default, the Company and the Sponsor shall reimburse each of you for the reasonable fees and expenses of your counsel and for such other out-of-pocket expenses as shall have been incurred by you in connection with this Agreement and the proposed purchase of the Designated Notes, and upon demand the Company and the Sponsor shall pay the full amount thereof to each of you.

(c) This Agreement will survive delivery of and payment for the Designated Notes. The provisions of Sections 2, 4, 6, 7 and this Section 8(c) shall survive the termination or cancellation of this Agreement.

9. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to either of you, will be mailed, delivered or transmitted by facsimile and confirmed to you at either Wachovia Capital Markets, LLC, 301 South College Street, 10^th Floor, Charlotte, North Carolina 28288-0610 or Terwin Capital LLC, 3 Park Avenue, 40^th Floor, New York, New York 10016; or, if sent to (i) the Sponsor, will be mailed, delivered or transmitted by facsimile and confirmed to it at 100 Wood Hollow Drive, Novato, California 94945, attention: Finance Department or (ii) the Company, will be mailed, delivered or transmitted by facsimile and confirmed to it at 100 Wood Hollow Drive, Novato, California 94945, attention: Finance Department.

10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons and their successors and assigns, and no other person will have any right or obligation hereunder.

11. Applicable Law; Counterparts. This Agreement will be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.

12. Survival. The respective indemnities, representations, warranties and agreements of the Company and each of you contained in this Agreement, or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Designated Notes and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

13. Definition of the Term “Business Day”. For purposes of this Agreement, “Business Day” means any day on which the New York Stock Exchange, Inc. is open for trading.

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14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

15. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

32

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Sponsor and each of you.

Very truly yours,
GREENPOINT MORTGAGE FUNDING, INC.
By:
	Name:
	Title:
GREENPOINT MORTGAGE SECURITIES LLC
By:
	Name:
	Title:

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

WACHOVIA CAPITAL MARKETS, LLC
By:
	Name:
	Title:
TERWIN CAPITAL LLC
By:
	Name:
	Title:

[Underwriting Agreement]

SCHEDULE I

Underwriting Agreement dated June 25, 2004.

As used in this Agreement, the term “Registration Statement” refers to the Registration Statement on Form S-3 (File No. 333-108405), originally filed on August 29, 2003 and declared effective by the Commission on November 21, 2003.

Closing Date: June 29, 2004.

Title and Description of Designated Notes:

GreenPoint Home Equity Loan Trust 2004-3, Home Equity Loan Asset-Backed Securities, Series 2004-3,

• $226,987,000 Class A Variable Rate Notes.

Pool Principal Balance as of Cut-Off Date $ 233,646,383.06

Cut-off Date: The close of business on May 31, 2004.

Class	Original Note Principal Amount(1)		Class Interest Rate(2)	Purchase Price Percentage
A	$	226,987,000	Variable	99.78	%

⁽¹⁾ These balances are approximate, as described in the Prospectus Supplement.

⁽²⁾ These Designated Notes will accrue interest based on adjustable interest rates, as described in the Prospectus Supplement.

EX-4.1

EXHIBIT 4.1

GREENPOINT HOME EQUITY LOAN TRUST 2004-3

Variable Rate Asset Backed Notes

INDENTURE

Dated as of June 1, 2004

U. S. BANK NATIONAL ASSOCIATION

Indenture Trustee

TABLE OF CONTENTS

		Page
ARTICLE I Definitions and Incorporation by Reference		2
SECTION 1.1.	Definitions	2
SECTION 1.2.	Incorporation by Reference of the Trust Indenture Act	2
SECTION 1.3.	Rules of Construction	3
SECTION 1.4.	Action by or Consent of Noteholders and Residual Certificateholders	3
SECTION 1.5.	Conflict with TIA	3
ARTICLE II The Notes		4
SECTION 2.1.	Form	4
SECTION 2.2.	Execution, Authentication and Delivery	4
SECTION 2.3.	Registration; Registration of Transfer and Exchange	4
SECTION 2.4.	Mutilated, Destroyed, Lost or Stolen Notes	6
SECTION 2.5.	Persons Deemed Owners	7
SECTION 2.6.	Payment of Principal and Interest; Defaulted Interest	7
SECTION 2.7.	Cancellation	8
SECTION 2.8.	Release of Collateral	8
SECTION 2.9.	Book-Entry Notes	8
SECTION 2.10.	Notices to Clearing Agency	9
SECTION 2.11.	Definitive Notes	9
ARTICLE III Covenants; Representations and Warranties of the Issuer		10
SECTION 3.1.	Payment of Principal and Interest	10
SECTION 3.2.	Maintenance of Office or Agency	10
SECTION 3.3.	Money for Payments to be Held in Trust	10
SECTION 3.4.	Existence	11
SECTION 3.5.	Protection of Collateral	12
SECTION 3.6.	Opinions as to Collateral	12
SECTION 3.7.	Performance of Obligations; Servicing of Mortgage Loans	13
SECTION 3.8.	Negative Covenants	14
SECTION 3.9.	Annual Statement as to Compliance	14
SECTION 3.10.	Issuer May Not Consolidate or Transfer Assets	15
SECTION 3.11.	No Other Business	15
SECTION 3.12.	No Borrowing	15
SECTION 3.13.	Servicer’s Obligations	15
SECTION 3.14.	Guarantees, Loans, Advances and Other Liabilities	15
SECTION 3.15.	Capital Expenditures	16
SECTION 3.16.	Compliance with Laws	16
SECTION 3.17.	Restricted Payments	16
SECTION 3.18.	Notice of Rapid Amortization Events and Events of Servicing Termination	16
SECTION 3.19.	Further Instruments and Acts	16

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SECTION 3.20.	Amendments of Sale and Servicing Agreement and Trust Agreement	16
SECTION 3.21.	Income Tax Characterization	16
SECTION 3.22.	Representations and Warranties of the Issuer Regarding the Lien of this Indenture	17
ARTICLE IV Satisfaction and Discharge		17
SECTION 4.1.	Satisfaction and Discharge of Indenture	17
SECTION 4.2.	Application of Trust Money	18
SECTION 4.3.	Repayment of Monies Held by Note Paying Agent	18
ARTICLE V Remedies		19
SECTION 5.1.	Remedies	19
SECTION 5.2.	Limitation of Suits	19
SECTION 5.3.	Unconditional Rights of Noteholders To Receive Principal and Interest	20
SECTION 5.4.	Restoration of Rights and Remedies	20
SECTION 5.5.	Rights and Remedies Cumulative	20
SECTION 5.6.	Delay or Omission Not a Waiver	20
SECTION 5.7.	Control by Insurer and Noteholders	20
SECTION 5.8.	Undertaking for Costs	21
SECTION 5.9.	Waiver of Stay or Extension Laws	21
SECTION 5.10.	Action on Notes	21
SECTION 5.11.	Performance and Enforcement of Certain Obligations	21
SECTION 5.12.	Subrogation	22
SECTION 5.13.	Preference Claims	22
SECTION 5.14.	Noteholder Rights	23
SECTION 5.15.	Insurer’s Rights Regarding Actions, Proceedings or Investigations	23
ARTICLE VI The Indenture Trustee		24
SECTION 6.1.	Duties of Indenture Trustee	24
SECTION 6.2.	Rights of Indenture Trustee	26
SECTION 6.3.	Individual Rights of Indenture Trustee	28
SECTION 6.4.	Indenture Trustee’s Disclaimer	28
SECTION 6.5.	Notice of Rapid Amortization Events and Events of Servicing Termination	28
SECTION 6.6.	Reports by Indenture Trustee to Holders	28
SECTION 6.7.	Compensation and Indemnity	28
SECTION 6.8.	Replacement of Indenture Trustee	29
SECTION 6.9.	Successor Indenture Trustee by Merger	31
SECTION 6.10.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	31
SECTION 6.11.	Eligibility; Disqualification	33
SECTION 6.12.	Preferential Collection of Claims Against Issuer	33
SECTION 6.13.	Appointment and Powers	33

ii

SECTION 6.14.	Performance of Duties	33
SECTION 6.15.	Limitation on Liability	34
SECTION 6.16.	Reliance Upon Documents	34
SECTION 6.17.	Representations and Warranties of the Indenture Trustee	34
SECTION 6.18.	Waiver of Setoffs	34
SECTION 6.19.	Control by the Controlling Party	34
SECTION 6.20.	Indenture Trustee May Enforce Claims Without Possession of Notes	35
SECTION 6.21.	Suits for Enforcement	35
SECTION 6.22.	Mortgagor Claims	35
SECTION 6.23.	Certain Other Duties	36
ARTICLE VII Noteholders’ Lists and Reports		36
SECTION 7.1.	Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders	36
SECTION 7.2.	Preservation of Information; Communications to Noteholders	36
SECTION 7.3.	Reports by Issuer	36
SECTION 7.4.	Reports by Indenture Trustee	37
ARTICLE VIII Payments and Statements to Noteholders and Residual Noteholders; Accounts, Disbursements and Releases		37
SECTION 8.1.	Collection of Money	37
SECTION 8.2.	Release of Collateral	38
SECTION 8.3.	Establishment of Distribution Account	38
SECTION 8.4.	The Policy	39
SECTION 8.5.	[Reserved]	39
SECTION 8.6.	[Reserved]	39
SECTION 8.7.	Priority of Distributions	39
SECTION 8.8.	Statements to Noteholders	41
SECTION 8.9.	Indenture Trustee Annual Certification	43
SECTION 8.10.	Rights of Noteholders and Residual Certificateholders	44
SECTION 8.11.	Opinion of Counsel	44
ARTICLE IX Supplemental Indentures		44
SECTION 9.1.	Supplemental Indentures Without Consent of Noteholders	44
SECTION 9.2.	Supplemental Indentures with Consent of Noteholders	45
SECTION 9.3.	Execution of Supplemental Indentures	47
SECTION 9.4.	Effect of Supplemental Indenture	47
SECTION 9.5.	Reference in Notes to Conformity With Trust Indenture Act	47
SECTION 9.6.	Reference in Notes to Supplemental Indentures	47
ARTICLE X Redemption of Notes		48
SECTION 10.1.	Redemption	48
SECTION 10.2.	Surrender of Notes	48
SECTION 10.3.	Redemption Notice	49

iii

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

iv

INDENTURE, dated as of June 1, 2004 (the “Indenture”), between GREENPOINT HOME EQUITY LOAN TRUST 2004-3, a Delaware statutory trust (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s Class A Variable Rate Asset Backed Notes (the “Notes”).

As security for the payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the Collateral (as defined below) to the Indenture Trustee on behalf of the Noteholders and the Insurer.

Ambac Assurance Corporation (the “Insurer”) has issued and delivered a certificate guaranty insurance policy for the Notes, dated the Closing Date (the “Policy”), pursuant to which the Insurer guarantees the Insured Amounts and Preference Amount (as defined in the Policy).

As an inducement to the Insurer to issue and deliver the Policy, the Issuer and the Insurer have executed and delivered the Insurance and Indemnity Agreement, dated as of June 29, 2004 (as amended from time to time, the “Insurance Agreement”), among the Insurer, the Issuer, GreenPoint Mortgage Funding, Inc., GreenPoint Mortgage Securities LLC and the Indenture Trustee.

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

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, for the benefit of the Issuer Secured Parties all of the Issuer’s right, title and interest in and to: (i) a pool (the “Pool”) of certain adjustable rate home equity revolving credit line loans (the “Mortgage Loans”) (including any Additional Balances related thereto) in each case as set forth in Exhibit A to the Sale and Servicing Agreement; (ii) the collections in respect of the Mortgage Loans after the Cut-Off Date (except Interest Collections due or accrued on or before the Cut-Off Date); (iii) property that secured a Mortgage Loan that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) rights of the Sponsor under hazard insurance policies covering the Mortgaged Properties; (v) amounts on deposit from time to time in the Collection Account and the Distribution Account; (vi) all rights under the Assignment Agreement assigned to the Issuer (including all representations and warranties of the Sellers contained therein) and all rights of the Issuer under the Sale and Servicing Agreement; (vii) the Policy (solely for the benefit of the Noteholders); and (viii) any and all proceeds of the foregoing (the items set forth in (i) through (viii) above, the “Collateral”).

The foregoing Grant is made in trust to the Indenture Trustee, for the benefit first, of the Indenture Trustee and the Holders of the Notes, and second, for the benefit of the Insurer. The Indenture Trustee hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected.

The Indenture Trustee hereby agrees that it will hold the Policy in trust and that it will hold any proceeds of any claim made upon the Policy solely for the use and the benefit of the Noteholders in accordance with the terms hereof and the terms of the Policy.

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

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.1. Definitions. Except as otherwise specified herein, the following terms have the respective meanings set forth in Annex A to this Indenture.

SECTION 1.2. Incorporation by Reference of the Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act (“TIA”), the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

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“indenture security holder” means a Holder of a Note.

“indenture to be qualified” means this Indenture.

“Indenture Trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer.

All other TIA terms used in this Indenture that are defined by the TIA, or defined by Commission rule have the meaning assigned to them by such definitions.

SECTION 1.3. Rules of Construction. Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(iii) “or” is not exclusive;

(iv) “including” means including without limitation; and

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

SECTION 1.4. Action by or Consent of Noteholders and Residual Certificateholders. Whenever any provision of this Indenture refers to action to be taken, or consented to, by Noteholders or Residual Certificateholders, such provision shall be deemed to refer to the Noteholder or Residual Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Residual Certificateholders. Solely for the purposes of any action to be taken, or consented to, by Noteholders or Residual Certificateholders, any Note or Residual Certificate registered in the name of GreenPoint Mortgage Funding, Inc. or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Indenture Trustee or the Owner Trustee is entitled to rely upon any such action or consent, only Notes or Residual Certificates which the Owner Trustee or the Indenture Trustee, respectively, knows to be so owned shall be so disregarded.

SECTION 1.5. Conflict with TIA. If any provision hereof limits, qualifies or conflicts with a provision of the TIA that is required under the TIA to be part of and govern this Indenture, the latter provision shall control and all provisions required by the TIA are hereby incorporated by reference. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provisions shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

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ARTICLE II

The Notes

SECTION 2.1. Form. The Notes, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Notes may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

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

SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be original or facsimile.

Notes bearing the original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Indenture Trustee shall authenticate and deliver the Notes for original issue in the principal amount of $226,987,000. The Notes outstanding at any time may not exceed such amounts.

Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate attached to any Notes shall be conclusive evidence, and the only evidence, that such Notes have been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book Entry Notes.

SECTION 2.3. Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

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If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Insurer prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Insurer shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

Upon surrender for registration or transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, and if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute and cause the Indenture Trustee to authenticate one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount. A Noteholder may also obtain from the Indenture Trustee, in the name of the designated transferee or transferees one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC.

At the option of the Holder, Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, and if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate the Notes which the Noteholder making the exchange is entitled to receive. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form attached to Exhibit A, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Note Registrar may require.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.4 or 9.6 not involving any transfer.

The Note Registrar shall not register the transfer of a Definitive Note unless the Indenture Trustee has received a representation letter (in form and substance satisfactory to the

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Indenture Trustee) from the prospective transferee to the effect that either (a) such transferee is not acquiring such Note for, or on behalf of, such an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA or a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code or an entity which is deemed to hold the assets of the foregoing (each, a “Benefit Plan”) and is not acting on behalf of or investing the assets of a Benefit Plan or (b) the acquisition and holding of such Note by the transferee will be covered by a U.S. Department of Labor prohibited transaction class exemption. Each Note Owner, by acceptance of a beneficial interest in a Book-Entry Note, will be deemed to make one of the foregoing representations.

SECTION 2.4. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Note Registrar, or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Indenture Trustee, the Note Registrar and the Insurer such security or indemnity as may be required by it to hold the Issuer, the Indenture Trustee, the Note Registrar and the Insurer harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note (such requirement shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-405); provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, the Issuer may, instead of issuing a replacement Note, direct the Indenture Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer, the Indenture Trustee and the Insurer shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Indenture Trustee or the Insurer in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

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The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.5. Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and the Insurer and any agent of the Issuer, the Indenture Trustee, the Note Registrar and the Insurer may treat the Person in whose name any Note is registered (as of the Record Date) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Insurer, the Note Registrar, the Indenture Trustee nor any agent of the Issuer, the Insurer , the Note Registrar or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.6. Payment of Principal and Interest; Defaulted Interest.

(a) The Notes shall accrue interest as provided herein, and such amount shall be payable on each Payment Date as specified herein. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, (1) with respect to Book-Entry Notes, by wire transfer in immediately available funds to the account designated by the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), and (2) if Definitive Notes have been issued pursuant to Section 2.11, then by check mailed first class, postage prepaid, (or upon the request of a Holder holding Notes having denominations aggregating at least $1,000,000 and received by the Indenture Trustee at least five Business Days prior to the related Record Date, by wire transfer) to such Person who’s name appears on the Note Register on such Record Date; provided that the final installment of principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment Date (except for the Redemption Price for any Note called for redemption pursuant to Section 10.1) shall be payable by check or draft upon presentation of the Note to the Indenture Trustee. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b) Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

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

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mail to each Noteholder, the Insurer and the Indenture Trustee a notice that states the special Record Date, the Payment Date and the amount of defaulted interest to be paid.

(d) Promptly following the date on which all principal of and interest on the Notes has been paid in full and the Notes have been surrendered to the Indenture Trustee, the Indenture Trustee shall, upon written notice from the Servicer of the amounts, if any, that the Insurer has paid in respect of the Notes under the Policy or otherwise which has not been reimbursed to the Insurer, deliver such surrendered Notes to the Insurer to the extent not previously canceled or destroyed.

SECTION 2.7. Cancellation. Subject to Section 2.6(d), all Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. Subject to Section 2.6(d), the Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. Subject to Section 2.6(d), all canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

SECTION 2.8. Release of Collateral. The Indenture Trustee shall, on or after the Termination Date, release any remaining portion of the Collateral from the lien created by this Indenture and deposit in the Distribution Account any funds then on deposit in any other Account. The Indenture Trustee shall release property from the lien created by this Indenture pursuant to this Section 2.8 only upon receipt of an Issuer Request by it accompanied by an Officer’s Certificate and an Opinion of Counsel (which shall also be addressed to the Insurer) and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

SECTION 2.9. Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company or its custodian, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.11:

(i) the provisions of this Section shall be in full force and effect;

(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions

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hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants;

(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and

(vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

SECTION 2.10. Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to the Note Owners.

SECTION 2.11. Definitive Notes. If (i) the Clearing Agency advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Sponsor or the Indenture Trustee is unable to locate a qualified successor, (ii) the Sponsor, with the consent of the applicable Clearing Agency participants, elects to terminate the book-entry system through the Clearing Agency or (iii) with the consent of the Insurer after the occurrence of a Rapid Amortization Event, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the Indenture Trustee through the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency,

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accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

ARTICLE III

Covenants; Representations and Warranties of the Issuer

SECTION 3.1. Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. The Notes shall be debt obligations of the Issuer and shall be limited in right of payment to amounts available from the Issuer as provided in this Indenture and the Issuer shall not otherwise be liable for payments on the Notes. No person shall be personally liable for any amounts payable under the Notes. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain in New York, New York, an office or agency where Notes may be surrendered for registration, transfer or exchange of the Notes, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3. Money for Payments to be Held in Trust. The Issuer will cause each Note Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Insurer an instrument in which such Note Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Note Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Note Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee (unless the Indenture Trustee is acting as Note Paying Agent) and the Insurer written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

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

(iv) immediately resign as a Note Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such a payment by any Note Paying Agent to the Indenture Trustee, such Note Paying Agent shall be released from all further liability with respect to such money.

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

SECTION 3.4. Existence. The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Collateral, the Notes, and each other instrument or agreement included in the Collateral.

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SECTION 3.5. Protection of Collateral. The Issuer intends the security interest granted pursuant to this Indenture in favor of the Issuer Secured Parties to be prior to all other liens in respect of the Collateral and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(i) Grant more effectively all or any portion of the Collateral;

(ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee for the benefit of the Issuer Secured Parties created by this Indenture or carry out more effectively the purposes hereof;

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

(iv) enforce any of the Collateral;

(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all persons and parties; and

(vi) pay all taxes or assessments levied or assessed upon the Collateral when due.

The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required pursuant to this Section; provided that, such designation shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance of the Issuer with respect to its duties under this Section 3.5 or the adequacy of any financing statement, continuation statement or other instrument prepared by the Issuer.

SECTION 3.6. Opinions as to Collateral.

(a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel in the form of Exhibit B hereto, stating that, in the opinion of such counsel, such actions have been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in the Collateral in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, created by this Indenture, subject to the exceptions and qualifications set forth in such Opinion of Counsel.

(b) Within 90 days after the beginning of each calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee and the Insurer, an Opinion of Counsel

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

SECTION 3.7. Performance of Obligations; Servicing of Mortgage Loans.

(a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Basic Documents or such other instrument or agreement.

(b) The Issuer may contract with other Persons acceptable to the Insurer to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

(c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Collateral, including, but not limited to, preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Insurer.

(d) If a Responsible Officer of the Owner Trustee shall have actual knowledge of the occurrence of an Event of Servicing Termination under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Insurer and the Rating Agencies thereof in accordance with Section 11.4, and shall specify in such notice the action, if any, the Issuer is taking at the direction of the Controlling Party in respect of such default. If an Event of Servicing Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Mortgage Loans, the Issuer shall take all reasonable steps available to it to remedy such failure.

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(e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Sponsor of their respective duties under the Basic Documents (x) without the prior consent of the Insurer or (y) if the effect thereof would adversely affect the Holders of the Notes.

SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(i) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral (but excluding any Mortgage Loans removed from the Pool pursuant to Section 2.07 of the Sale and Servicing Agreement), without the consent of the Insurer (which consent may not be unreasonably withheld) provided, that if an Insurer Default has occurred and is continuing the Noteholders representing 66-2/3% of the Outstanding Amount may direct the Indenture Trustee to sell or dispose of the Collateral.

(ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral; or

(iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Mortgaged Property and arising solely as a result of an action or omission of the related obligor), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Collateral or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Insurer, which consent may not be unreasonably withheld.

SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Insurer, within 90 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended December 31, 2004) and otherwise in compliance with the requirements of TIA Section 314(a)(4), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

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(i) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10. Issuer May Not Consolidate or Transfer Assets.

(a) The Issuer may not consolidate or merge with or into any other Person.

(b) Except as otherwise provided in the Sale and Servicing Agreement, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Collateral, to any Person.

SECTION 3.11. No Other Business. The Issuer shall not engage in any business other than purchasing, owning, selling and managing the Mortgage Loans and other assets in the manner contemplated by this Indenture and the Basic Documents and activities incidental thereto.

SECTION 3.12. No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness or any certificates of beneficial interest except for (i) the Residual Certificates, (ii) the Notes, (iii) obligations owing from time to time to the Insurer under the Insurance Agreement and (iv) any other indebtedness permitted by or arising under the Basic Documents, except that the Issuer shall not incur any indebtedness that would cause it, or any portion thereof, to be treated as a “taxable mortgage pool” under Section 7701 of the Code. The proceeds of the Notes and the Residual Certificates shall be used exclusively to fund the Issuer’s purchase of the Mortgage Loans and the other assets specified in the Sale and Servicing Agreement and to pay the Issuer’s organizational, transactional and start-up expenses.

SECTION 3.13. Servicer’s Obligations. The Issuer shall cause the Servicer to comply with Sections 3.09, 3.10 and 4.01 of the Sale and Servicing Agreement.

SECTION 3.14. Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement, the Insurance Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

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SECTION 3.15. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION 3.16. Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Basic Document.

SECTION 3.17. Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, the Owner Trustee, the Insurer, the Indenture Trustee, the Noteholders and the Residual Certificateholders as permitted by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement, the Insurance Agreement, this Indenture, or Trust Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Distribution Account except in accordance with this Indenture and the Basic Documents.

SECTION 3.18. Notice of Rapid Amortization Events and Events of Servicing Termination. Upon a Responsible Officer of the Owner Trustee having actual knowledge thereof, the Issuer agrees to give the Indenture Trustee, the Insurer and the Rating Agencies prompt written notice of each Rapid Amortization Event hereunder or Event of Servicing Termination under the Sale and Servicing Agreement.

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

SECTION 3.20. Amendments of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 9.01 of the Sale and Servicing Agreement or Section 12.1 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee, the Insurer or the Holders of the Notes consent to amendments thereto as provided therein.

SECTION 3.21. Income Tax Characterization. For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer and the Noteholders will treat the Notes as indebtedness of the Issuer and hereby instruct the Indenture Trustee to treat the Notes as indebtedness of the Issuer for federal and state tax reporting purposes.

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SECTION 3.22. Representations and Warranties of the Issuer Regarding the Lien of this Indenture. With respect to the Collateral, the Issuer represents and warrants that, as of the Closing Date:

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

(ii) The Credit Line Agreements constitute either “instruments” or “general intangibles” within the meaning of the applicable UCC.

(iii) The Issuer owns or will own and has or will have good title to the Collateral free and clear of any lien, claim or encumbrance of any Person;

(iv) The Issuer has or will have received all consents and approvals required by the terms of the Mortgage Loans to the pledge of the Mortgage Loans hereunder to the Indenture Trustee;

(v) All original executed copies of each Mortgage Loan have been or will be delivered to the Custodian or the Indenture Trustee;

(vi) The Issuer has or will have received a written acknowledgement from the Custodian or the Indenture Trustee that the Custodian or Indenture Trustee is holding the Mortgage Loans solely on behalf and for the benefit of the Indenture Trustee on behalf of the Noteholders;

(vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statement against the Issuer that includes a description of any of the Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and

(viii) None of the Credit Line Agreements has or will have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

ARTICLE IV

Satisfaction and Discharge

SECTION 4.1. Satisfaction and Discharge of Indenture. Upon payment in full to the Insurer of amounts due to the Insurer and on the Notes, this Indenture shall cease to be of further effect with respect to the Notes except as to (i) the rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20 and 3.21, (v) the rights, obligations and immunities of the

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Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders and the Insurer as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when

either

(1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 4.5 of the Trust Agreement and (ii) Notes for which payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation and the Policy has terminated and been returned to the Insurer for cancellation and all amounts owing to the Insurer have been paid in full; or

(2) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable, and

(A) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on the Notes, in each case to the extent not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case may be;

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

(C) the Issuer has delivered to the Indenture Trustee and the Insurer an Officer’s Certificate, an Opinion of Counsel and, if required by the TIA, an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with.

SECTION 4.2. Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Note Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest and to the Insurer for the payment of any amounts due to it under the Basic Documents.

SECTION 4.3. Repayment of Monies Held by Note Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Note Paying Agent other than the Indenture Trustee under the

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provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Note Paying Agent shall be released from all further liability with respect to such monies.

ARTICLE V

Remedies

SECTION 5.1. Remedies. If a Rapid Amortization Event as described in Article XII shall have occurred and be continuing, the Noteholders shall be entitled on each Payment Date to an amount equal to the Maximum Principal Payment and Interest Payment Amount for such Payment Date payable during such Rapid Amortization Period. The rights contained in this Article V are in addition to any rights that the Noteholders possess pursuant to Article XII.

SECTION 5.2. Limitation of Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Holder has previously given written notice to the Indenture Trustee of a continuing Rapid Amortization Event;

(ii) the Holders of not less than 50% of the Outstanding Amount of the Notes have made written request to the Indenture Trustee to institute such proceeding with respect to the Notes in respect of such Rapid Amortization Event in its own name as Indenture Trustee hereunder;

(iii) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceedings;

(v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the Notes; and

(vi) an Insurer Default shall have occurred and be continuing;

it being understood and intended that no Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than

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a majority of the Outstanding Amount of the Notes, the Indenture Trustee shall take direction from the group providing indemnity and representing the greater percentage of the Outstanding Amount of the Notes, notwithstanding any other provisions of this Indenture.

SECTION 5.3. Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.4. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Insurer, the Indenture Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee, the Insurer and the Noteholders shall continue as though no such proceeding had been instituted.

SECTION 5.5. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Controlling Party or to the related Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.6. Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee, the Insurer or any Holder of any Note to exercise any right or remedy accruing upon any Rapid Amortization Event shall impair any such right or remedy or constitute a waiver of any such Rapid Amortization Event or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee, the Insurer or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee, the Insurer or by the Noteholders, as the case may be.

SECTION 5.7. Control by Insurer and Noteholders. The Insurer (or, if an Insurer Default shall have occurred and is continuing, Holders of a majority of the Outstanding Amount of the Notes) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee pursuant to Section 12.1 hereof with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

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

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(ii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.8. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by the Insurer, any Noteholder, or group of Noteholders with the prior written consent of the Insurer (so long as no Insurer Default has occurred), in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.9. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.10. Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee, the Insurer or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee or the Insurer against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.

SECTION 5.11. Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee (at the direction of the Insurer) to do so and at the Servicer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Sponsor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and

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to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Sponsor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Sponsor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

(b) If a Rapid Amortization Event has occurred and is continuing, the Indenture Trustee, with the consent of the Insurer, may, and, at the written direction of the Insurer (or, if an Insurer Default has occurred and is continuing, the Holders of 66 2/3% of the Outstanding Amount of the Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sponsor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Sponsor or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

SECTION 5.12. Subrogation. The Indenture Trustee shall receive as attorney-in-fact of each Noteholder any Insured Amounts or Preference Amounts from the Insurer pursuant to the Policy. Any and all Insured Amounts and Preference Amounts disbursed by the Indenture Trustee from claims made under the Policy shall not be considered payment by the Issuer, and shall not discharge the obligations of the Issuer with respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Notes, become subrogated to the rights of the recipient of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the Insurer, the Indenture Trustee shall assign to the Insurer all rights to the payment of interest or principal with respect to the Notes which are then due for payment to the extent of all payments made by the Insurer.

SECTION 5.13. Preference Claims.

(a) In the event that the Indenture Trustee has received a certified copy of an order of the appropriate court that any payment of principal and interest on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Policy. The Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders and the dates on which such payments were made. Pursuant to the terms of the Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholders and not to the Indenture Trustee or any Noteholder directly (unless such Noteholder has returned principal or interest paid on the Notes

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to such receiver or trustee in bankruptcy, in which case the Insurer shall make such payment to the Indenture Trustee for payment to such Noteholder in accordance with the terms of the Policy).

(b) The Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which the Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a “Preference Claim”) of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 5.12, the Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

SECTION 5.14. Noteholder Rights. Each Noteholder by the acceptance of its Note agrees that, so long as no Insurer Default has occurred and is continuing, the Insurer shall be treated by the Issuer, the Sellers, the Sponsor, the Servicer, the Owner Trustee and the Indenture Trustee as if the Insurer were the Holder of the Note for the purpose of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Noteholder hereunder without any further consent of the Noteholder. So long as no Insurer Default has occurred and is continuing, the Noteholders may only exercise such rights with the consent of the Insurer.

SECTION 5.15. Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until all Notes have been paid in full, all amounts owed to the Insurer have been paid in full, the Insurance Agreement has terminated and the Policy has been returned to the Insurer for cancellation, the following provisions shall apply:

(a) Unless an Insurer Default resulting from the failure of the Insurer to make payments under the Policy has occurred or is continuing, notwithstanding anything contained herein or in the other Basic Documents to the contrary, the Insurer shall have the right to participate in, to direct the enforcement or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any action, proceeding or investigation that could adversely affect the Issuer, the Collateral, the Trust Property or the rights or obligations of the Insurer hereunder or under the Policy or the Basic Documents, including (without limitation) any insolvency or bankruptcy proceeding in respect of the Servicer, a Seller, the Sponsor, the Issuer or any affiliate thereof. Following notice to the Indenture Trustee and subject to the preceding sentence, the Insurer shall have exclusive right to determine, in its sole discretion, the actions

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necessary to preserve and protect the Issuer, the Collateral, and the Trust Property. All costs and expenses of the Insurer in connection with such action, proceeding or investigation, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, shall be included in the Reimbursement Amount.

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

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

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

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

ARTICLE VI

The Indenture Trustee

SECTION 6.1. Duties of Indenture Trustee.

(a) If a Rapid Amortization Event of which a Responsible Officer of the Indenture Trustee has received notice or has actual knowledge has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the

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Basic Documents and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;

(b) Except during the continuance of a Rapid Amortization Event of which a Responsible Officer of the Indenture Trustee has notice or actual knowledge:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

(c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its negligent failure to perform its material obligations in compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; except that:

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

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in reasonable good faith in accordance with a direction received by it pursuant to the terms herein; and

(iv) the Indenture Trustee shall not be charged with knowledge of any Rapid Amortization Event or any failure by the Servicer to comply with the obligations of the Servicer in the Sale and Servicing Agreement unless a Responsible Officer of the Indenture Trustee at the Corporate Trust Office obtains actual knowledge of such Rapid Amortization Event or failure or the Indenture Trustee receives written notice of such Rapid Amortization Event or failure from the Servicer, the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount.

(d) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(e) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers (including, but not limited to, its powers and obligations to sell, dispose of, or otherwise liquidate, the Collateral pursuant to

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Section 12.1), if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it.

(f) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

(g) The Indenture Trustee shall, upon three Business Days’ prior written notice to the Indenture Trustee, permit any representative of the Insurer, during the Indenture Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts (at the expense of the party requesting such copies or extracts) therefrom and to discuss the Indenture Trustee’s affairs and actions, as such affairs and actions relate to the Indenture Trustee’s duties with respect to the Notes, with the Indenture Trustee’s officers and employees responsible for carrying out the Indenture Trustee’s duties with respect to the Notes.

(h) The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing Agreement.

(i) The Indenture Trustee shall, and hereby agrees that it will, hold the Policy in trust, and will hold any proceeds of any claim on the Policy in trust solely for the use and benefit of the Noteholders.

(j) In no event shall U.S. Bank National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, or the Trust Agreement.

(k) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture reasonably believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.

SECTION 6.2. Rights of Indenture Trustee.

(a) The Indenture Trustee may conclusively rely on any resolution, opinion of counsel, officer’s certificate, certificate of auditors, servicing officer’s or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in such document.

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(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Indenture Trustee shall not be liable for the negligence of such agents, attorneys, custodians or nominees appointed (i) with due care and (ii) with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. The Indenture Trustee shall not, in any event, be liable for any action, or failure to act, of the Custodian.

(e) The Indenture Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes or the Controlling Party, pursuant to the provisions of this Indenture, unless such Holders of Notes or the Controlling Party shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, subject to Section 6.1(e), upon the occurrence of a Rapid Amortization Event of which a Responsible Officer of the Indenture Trustee shall have received notice or have actual knowledge (that has not been cured or waived), exercise the rights and powers vested in it by this Indenture or the Sale and Servicing Agreement with reasonable care and skill.

(g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Insurer or by the Holders of Notes evidencing not less than a majority of the Outstanding Amount thereof; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Indenture Trustee may require indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee shall be reimbursed by the Person making such request upon demand.

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(h) The Indenture Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Servicer until such time as the Indenture Trustee may be required to act as Servicer.

(i) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.

SECTION 6.3. Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4. Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Collateral, the Trust Property or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

SECTION 6.5. Notice of Rapid Amortization Events and Events of Servicing Termination. If a Rapid Amortization Period or an Event of Servicing Termination occurs and is continuing and if a Responsible Officer of the Indenture Trustee either has actual knowledge thereof, or has received written notice of the existence thereof, the Indenture Trustee shall (i) promptly mail to the Insurer notice of such event, and (ii) within 90 days after such knowledge or notice occurs, mail to each Noteholder notice of such event. Except in the case of a default in payment of principal of or interest on any Note, the Indenture Trustee may withhold the notice to the Noteholders if and so long as one of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders; provided that the Indenture Trustee shall not withhold any such notice to the Insurer.

SECTION 6.6. Reports by Indenture Trustee to Holders. Upon written request, the Indenture Trustee shall on behalf of the Issuer deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its federal and state income tax returns required by law.

SECTION 6.7. Compensation and Indemnity.

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

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compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel (including internal counsel), accountants and experts (including internal experts). The Issuer or, to the extent provided in the Sale and Servicing Agreement, the Servicer, shall indemnify the Indenture Trustee and its respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by each of them in connection with the acceptance or the administration of this trust and the performance of its duties hereunder or under any other Basic Document. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations under Article VIII of the Sale and Servicing Agreement. The Issuer shall or shall cause the Servicer to defend the claim, the Indenture Trustee may have separate counsel and the Issuer or, to the extent provided in the Sale and Servicing Agreement, the Servicer, shall pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. Anything is this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind, whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(b) The Issuer’s and the Servicer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. Notwithstanding anything else set forth in this Indenture or the Basic Documents, the Indenture Trustee agrees that the obligations of the Issuer (but not the Servicer) to the Indenture Trustee hereunder and under the Basic Documents shall be recourse to the Collateral only and shall not be recourse to any other assets of the Issuer or any assets of any Noteholder. In addition, the Indenture Trustee agrees that its recourse to the Collateral is subject to certain priorities and limitations as specifically provided for in this Indenture.

SECTION 6.8. Replacement of Indenture Trustee. The Indenture Trustee may resign at any time by so notifying the Issuer and the Insurer by written notice. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee (approved in writing by the Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of such instrument shall be delivered to the resigning Indenture Trustee (who shall deliver a copy to the Servicer and the Insurer) and one copy to the successor Indenture Trustee; provided, however, that any such successor Indenture Trustee shall be subject to the prior written approval of the Servicer, which approval shall not be unreasonably withheld, delayed or denied. The Issuer may, and at the request of the Insurer shall, remove the Indenture Trustee, if:

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

(ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state

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bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs;

(iii) an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the Indenture Trustee and such case is not dismissed within 60 days;

(iv) the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing;

(v) the Indenture Trustee otherwise becomes incapable of acting; or

(vi) the Indenture Trustee materially breaches any covenant or obligation under the Basic Documents.

Additionally, the Issuer shall remove the Indenture Trustee at the request of the Insurer.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee acceptable to the Insurer. If the Issuer fails to appoint such a successor Indenture Trustee within 30 days, the Insurer may appoint a successor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within 45 days after the giving of such notice of resignation or removal, the resigning or removed Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, to the Insurer and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer, the Insurer, or the Holders of a majority in Outstanding Amount of the Notes may, at the expense of

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the Servicer, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee acceptable to the Insurer.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee acceptable to the Insurer.

Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to Section 6.8 and payment of all fees and expenses owed to the outgoing Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Servicer’s indemnity obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee and the Servicer shall pay any amounts owing to the Indenture Trustee.

SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee, provided that such entity meets the requirements of Section 6.11 hereunder and is otherwise acceptable to the Insurer (unless an Insurer Default has occurred and is continuing). The Indenture Trustee shall provide the Insurer and the Servicer with notice of any such transaction.

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

SECTION 6.10. Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust may at the time be located, the Indenture Trustee, with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust, or any

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part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.

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

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

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and

(iii) the Indenture Trustee and the Servicer acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee except that following the occurrence of an Event of Servicing Termination, the Indenture Trustee acting alone may accept the resignation of or remove any separate trustee or co-trustee.

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

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

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(e) The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder.

(f) No separate trustee or co-trustee hereunder shall be required to meet the terms of eligibility as an indenture trustee under Section 6.11 hereunder and no notice to the Noteholders shall be required under Section 11.05.

SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Indenture Trustee shall provide copies of such reports to the Insurer upon request. The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 6.12. Preferential Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

SECTION 6.13. Appointment and Powers. Subject to the terms and conditions hereof, the Issuer hereby appoints U.S. Bank National Association as the Indenture Trustee with respect to the Collateral, and U.S. Bank National Association hereby accepts such appointment and agrees to act as Indenture Trustee with respect to the Collateral for the Issuer Secured Parties, to maintain custody and possession of the Collateral (except as otherwise provided hereunder or under the Custodial Agreement) and to perform the other duties of the Indenture Trustee in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Indenture Trustee to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Indenture Trustee by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Indenture Trustee shall act upon and in compliance with the written instructions delivered to it pursuant to this Indenture promptly following receipt of such written instructions; provided that the Indenture Trustee shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture or (ii) for which the Indenture Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Indenture Trustee of its express duties hereunder, except where this Indenture provides that the Indenture Trustee is permitted to act only following and in accordance with such instructions.

SECTION 6.14. Performance of Duties. Subject to Section 6.1, the Indenture Trustee (a) shall have no duties or responsibilities except those expressly set forth in this Indenture and the other Basic Documents to which the Indenture Trustee is a party or as directed by the Controlling Party in accordance with this Indenture, subject to receiving reasonable indemnity and (b) shall not be required to take any discretionary actions hereunder except at the

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written direction and with the indemnification of the Controlling Party. The Indenture Trustee shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Sale and Servicing Agreement.

SECTION 6.15. Limitation on Liability. Neither the Indenture Trustee nor any of its directors, officers, employees and agents shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Indenture Trustee shall be liable for its negligence, bad faith or willful misconduct; nor shall the Indenture Trustee be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Indenture or any of the Collateral (or any part thereof).

SECTION 6.16. Reliance Upon Documents. In the absence of negligence, bad faith or willful misconduct on its part, the Indenture Trustee shall be entitled to conclusively rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall have no liability in acting, or omitting to act, where such action or omission to act is in reasonable reliance upon any statement or opinion contained in any such document or instrument.

SECTION 6.17. Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Issuer and to each Issuer Secured Party as follows:

(a) Due Organization. The Indenture Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America and is duly authorized and licensed under applicable law to conduct its business as presently conducted.

(b) Corporate Power. The Indenture Trustee has all requisite right, power and authority to execute and deliver this Indenture and to perform all of its duties as the Indenture Trustee hereunder.

(c) Due Authorization. The execution and delivery by the Indenture Trustee of this Indenture and the other Basic Documents to which it is a party, and the performance by the Indenture Trustee of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings required for the valid execution and delivery by the Indenture Trustee, or the performance by the Indenture Trustee, of this Indenture and such other Basic Documents.

SECTION 6.18. Waiver of Setoffs. The Indenture Trustee hereby expressly waives any and all rights of setoff that the Indenture Trustee may otherwise at any time have under applicable law with respect to any Account and agrees that amounts in the Accounts shall at all times be held and applied solely in accordance with the provisions hereof.

SECTION 6.19. Control by the Controlling Party. The Indenture Trustee shall comply with notices and instructions given by the Issuer only if accompanied by the written consent of the Controlling Party. The Indenture Trustee shall act upon and comply with notices and instructions given by the Controlling Party alone.

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SECTION 6.20. Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and such proceeding instituted by the Indenture Trustee shall be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered.

SECTION 6.21. Suits for Enforcement. In case an Event of Servicing Termination or other default by the Servicer or the Sponsor hereunder shall occur and be continuing, the Controlling Party may proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy, as the Indenture Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee and the Noteholders.

SECTION 6.22. Mortgagor Claims. In connection with any offset defenses, or affirmative claim for recovery, asserted in legal actions brought by Mortgagors under one or more Mortgage Loans based upon provisions therein or upon other rights or remedies arising from any requirements of law applicable to the Mortgage Loans:

(a) The Indenture Trustee is the holder of the Mortgage Loans only as trustee on behalf of the holders of the Notes and the Insurer, and not as a principal or in any individual or personal capacity.

(b) The Indenture Trustee shall not be personally liable for, or obligated to pay Mortgagors, any affirmative claims asserted thereby, or responsible to holders of the Notes for any offset defense amounts applied against Mortgage Loan payments, pursuant to such legal actions.

(c) The Indenture Trustee will pay, solely from the Collateral, affirmative claims for recovery by Mortgagors only pursuant to final judicial orders or judgments, or judicially-approved settlement agreements, resulting from such legal actions.

(d) The Indenture Trustee will comply with judicial orders and judgments which require its actions or cooperation in connection with Mortgagors’ legal actions to recover affirmative claims against holders of the Notes.

(e) The Indenture Trustee will cooperate with and assist the Servicer, the Insurer, the Issuer, the Sponsor, or holders of the Notes in their defense of legal actions by Mortgagors to recover affirmative claims if such cooperation and assistance is not contrary to the interests of the Indenture Trustee as a party to such legal actions and if the Indenture Trustee is satisfactorily indemnified for all liability, costs and expenses (including attorneys’ fees and expenses) arising therefrom.

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(f) The Issuer and the Servicer (pursuant to the Sale and Servicing Agreement) hereby agree to indemnify, hold harmless and defend the Indenture Trustee from and against any and all liability, loss, costs and expenses (including attorneys’ fees and expenses) of the Indenture Trustee resulting from any affirmative claims for recovery asserted or collected by Mortgagors under the Mortgage Loans.

SECTION 6.23. Certain Other Duties. In addition to the duties and obligations of the Indenture Trustee set forth in this Indenture, the Indenture Trustee hereby agrees to perform the duties and obligations set forth in Section 2.5(b), Section 2.11(e) and Section 6.1 of the Trust Agreement.

ARTICLE VII

Noteholders’ Lists and Reports

SECTION 7.1. Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five days after each Record Date occurring after the issuance of Definitive Notes, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date, (b) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. The Indenture Trustee or, if the Indenture Trustee is not the Note Registrar, the Issuer shall furnish to the Insurer or the Issuer in writing upon their written request and at such other times as the Insurer or the Issuer may request a copy of the list.

SECTION 7.2. Preservation of Information; Communications to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

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

(c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

SECTION 7.3. Reports by Issuer.

(a) The Issuer shall:

(i) file with the Indenture Trustee (with a copy to the Insurer), within 15 days after the Issuer is required to file the same with the Commission, copies of the

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annual reports and copies of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) (with a copy to the Insurer) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

SECTION 7.4. Reports by Indenture Trustee. If required by TIA § 313(a), within 60 days after each December 31, beginning with December 31, 2004, the Indenture Trustee shall mail to each Noteholder (with a copy to the Insurer and the Credit Risk Manager) as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange or the delisting thereof.

ARTICLE VIII

Payments and Statements to Noteholders and Residual Noteholders;

Accounts, Disbursements and Releases

SECTION 8.1. Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The Indenture Trustee shall apply all such money received by it as provided in the Servicing Certificate, this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture or in the Sale and Servicing Agreement, subject to Sections 6.1 and 6.2, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Collateral, the Indenture Trustee may, with the consent of the Insurer (so long as no Insurer Default has occurred and is continuing, in which case, with the consent of the majority of the Noteholders),

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or shall at the direction of the Insurer (so long as no Insurer Default has occurred and is continuing, in which case, at the direction of the majority of the Noteholders), take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

SECTION 8.2. Release of Collateral.

(a) Subject to Section 8.11 and the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the Issuer and the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture or the Sale and Servicing Agreement. In the event that the fair value of property to be released from the lien of this Indenture on any date, together with the fair value of property previously released during the then-current calendar year, equals or exceeds 10% of the aggregate Note Principal Balance on such date, in addition to all other actions required to be taken pursuant to this Indenture, the Sale and Servicing Agreement or otherwise in connection with such release, an Independent Certificate in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1 shall also be delivered to the Indenture Trustee. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as there are no Notes outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 or otherwise under this Indenture or the Basic Documents, and to the Insurer pursuant to the Insurance Agreement have been paid and the Policy has been cancelled and returned to the Insurer, release any remaining portion of the Collateral that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.2(b) only upon receipt by the Indenture Trustee and the Insurer of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

SECTION 8.3. Establishment of Distribution Account. The Indenture Trustee shall establish and maintain, at the Corporate Trust Office of the Indenture Trustee, a Distribution Account to be held by the Indenture Trustee in the name of the Issuer for the benefit of the Noteholders and the Insurer, as their interests may appear. Such account shall be an Eligible Account. The Indenture Trustee shall hold funds in the Distribution Account uninvested. All income and gain realized from the Indenture Trustee’s holding of the funds in the Distribution Account shall be for the benefit of the Indenture Trustee and shall be subject to its withdrawal from time to time. Any withdrawal of funds from the Distribution Account by the Indenture Trustee shall be made pursuant to Section 3.03 of the Sale and Servicing Agreement.

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SECTION 8.4. The Policy.

(a) By the close of business on the Business Day preceding each Determination Date the Indenture Trustee shall determine from the Servicing Certificate with respect to the immediately following Payment Date, the Deficiency Amount, if any.

(b) If the Indenture Trustee determines pursuant to paragraph (a) above that a Deficiency Amount would exist, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such notice to the Insurer no later than 12:00 noon New York City time on the related Determination Date preceding such Payment Date as a claim for the payment of an Insured Amount in an amount equal to the Deficiency Amount.

(c) The Indenture Trustee shall establish an Eligible Account (which may be a sub-account of the Distribution Account) for the benefit of the Noteholders and the Insurer referred to herein as the “Policy Payment Account” over which the Indenture Trustee shall have exclusive control and sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the Policy into the Policy Payment Account and distribute such amount only for purposes of payment to the Noteholders of the Insured Amount for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Sponsor, the Servicer, the Indenture Trustee or the Trust. Amounts paid under the Policy, to the extent needed to pay the Insured Amount, shall be disbursed by the Indenture Trustee to the Noteholders in accordance with Section 8.7(b)(v)(A), (vii) and (viii), as applicable. It shall not be necessary for such payments to be made by check or wire transfers separate from checks or wire transfers used to pay the Insured Amount with other funds available to make such payment. However, the amount of any payment of principal or interest on the Notes to be paid from funds transferred from the Policy Payment Account shall be noted as provided in subsection (d) of this Section 8.4 and in the Indenture Trustee’s Statement to Noteholders. Funds held in the Policy Payment Account shall not be invested. Any funds remaining in the Policy Payment Account on the first Business Day following a Payment Date shall be returned to the Insurer pursuant to the written instructions of the Insurer by the end of such Business Day.

(d) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Policy. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one (1) Business Day’s prior written notice to the Indenture Trustee.

(e) The Indenture Trustee shall, upon retirement of the Notes, furnish to the Insurer a notice of such retirement, and, upon retirement of the Notes and the expiration of the term of the Policy, surrender the Policy to the Insurer for cancellation.

SECTION 8.5. [Reserved]

SECTION 8.6. [Reserved]

SECTION 8.7. Priority of Distributions.

(a) The Indenture Trustee shall deposit to the Distribution Account, without duplication, upon receipt, (i) the proceeds of any liquidation of the Collateral and (ii) Interest

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Collections and Principal Collections remitted by the Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee.

(b) With respect to the Distribution Account, on each Payment Date, from amounts then on deposit therein and based solely on the information contained in the Servicing Certificate, the Indenture Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:

(i) from Interest Collections for such Payment Date, to the Indenture Trustee, the Indenture Trustee Fee then due;

(ii) from Interest Collections for such Payment Date, to the Insurer, the Premium Amount with respect to the Notes for such Payment Date;

(iii) from Interest Collections for such Payment Date, to the Credit Risk Manager, the Credit Risk Manager Fee then due;

(iv) from Interest Collections for such Payment Date, to the Owner Trustee, the Owner Trustee Fee then due;

(v) concurrently, pro rata based on interest amounts due, (A) to the Holders of the Notes, the Interest Payment Amount for such Payment Date, and (B) during the Managed Amortization Period, to the Sponsor (as holder of the Class G Certificates), interest at the Note Rate for the related Interest Accrual Period on any Additional Balance Contributed Amount for such Payment Date;

(vi) from Principal Collections for such Payment Date, on each Payment Date during the Managed Amortization Period, to the Sponsor (as holder of the Class G Certificates), an amount equal to any Additional Balance Contributed Amount for such Payment Date;

(vii) from Principal Collections for such Payment Date, to the Holders of the Notes, as a distribution of principal, the Principal Payment Amount for such Payment Date;

(viii) to the Holders of the Notes, as a distribution of principal, the Overcollateralization Deficit for such Payment Date, if any;

(ix) to the Insurer, the Reimbursement Amount, if any, then due to it, including interest thereon;

(x) to the Holders of the Notes, as a distribution of principal, the Accelerated Principal Payment for such Payment Date, if any;

(xi) pari passu (a) to the Servicer, reimbursement for amounts reimbursable to the Servicer pursuant to Section 3.03 and Section 5.03 of the Sale and

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Servicing Agreement to the extent not previously reimbursed and (b) to the Indenture Trustee, up to a maximum of $5,000 on any Payment Date to pay certain amounts that may be required to be paid to the Indenture Trustee with respect to its preparation and recording of assignments of mortgages (which amounts were not reimbursed pursuant to the Sale and Servicing Agreement);

(xii) to the Holders of the Notes, the current Deferred Interest with respect to the Notes and any unpaid Deferred Interest from prior Payment Dates with interest thereon at the Formula Note Rate;

(xiii) to the Manager, the Management Fee then due;

(xiv) pari passu, (a) to the Indenture Trustee, any unpaid fees and unreimbursed expenses and indemnities due and owing to the Indenture Trustee pursuant to Section 6.7 or otherwise under this Indenture or the Basic Documents and not otherwise paid pursuant to clauses (i) and (x) above; and (b) to the Owner Trustee, any unpaid fees and unreimbursed expenses due and owing to the Owner Trustee and not otherwise paid pursuant to clauses (iii) above; and

(xv) to the Owner Trustee, any amounts remaining in the Distribution Account, for payment to the Residual Certificateholders as set forth in Section 4.11 of the Trust Agreement.

SECTION 8.8. Statements to Noteholders. The Indenture Trustee (based solely upon the Servicing Certificate received from the Servicer, and to the extent the information contained therein is sufficient therefor) will make available via its internet website on each Payment Date concurrently with each distribution to the Noteholders, to the Servicer, the Noteholders, the Insurer and the Credit Risk Manager a statement setting forth:

(i) the amount being distributed to the Notes;

(ii) the amount of interest being distributed to the Notes and the Note Rate;

(iii) the amount, if any, of overdue accrued interest being distributed to the Notes (and the amount of interest thereon);

(iv) the amount, if any, of the remaining overdue accrued interest for the Notes after giving effect to such distribution;

(v) the amount, if any, of principal being distributed to the Notes;

(vi) the Servicing Fee for such Payment Date;

(vii) the principal balance of the Notes, after giving effect to such distribution;

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(viii) the related initial Pool Balance and the related Pool Balance as of the end of the preceding Collection Period;

(ix) the Indenture Trustee Fee, Owner Trustee Fee and the Management Fee for such Payment Date;

(x) the number and aggregate Principal Balance of Mortgage Loans that were (A) delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure or properties acquired by the Trust by deed in lieu of foreclosure) (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 to 119 days, (4) 120 to 149 days, (5) 150 to 179 days, (6) 180 to 269 days and (7) 270 or more days, (B) in foreclosure, (C) in bankruptcy and (D) properties acquired by the Trust by deed in lieu of foreclosure;

(xi) (A) cumulative losses as a percentage of original Pool Balance, (B) cumulative losses as a percentage of current Pool Balance and (C) the Twelve Month Rolling Cumulative Loss Rate as a percentage of original Pool Balance;

(xii) the three-month rolling average of Mortgage Loans that are 60 days or more delinquent;

(xiii) the book value of any real estate which is acquired by the Trust through foreclosure or grant of deed in lieu of foreclosure;

(xiv) the amount of any draws on the Policy;

(xv) whether the related Payment Date will fall during the Managed Amortization Period or the Rapid Amortization Period;

(xvi) whether a Rapid Amortization Event has occurred during the related Collection Period;

(xvii) the amount, if any, of any Relief Act Shortfalls incurred during the related Collection Period;

(xviii) the outstanding principal balance of the three Mortgage Loans in with the largest outstanding principal balance;

(xix) whether an Event of Servicing Termination or an Insurer Default has occurred;

(xx) the amount, if any, of Additional Balances created during the related Collection Period;

(xxi) the amount, if any, of the Additional Balance Contributed Amount for such Payment Date, and the amount of interest on such amount;

(xxii) whether the Managed Amortization Period has ended and the Rapid Amortization Period has begun;

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(xxiii) the Specified Overcollateralization Amount;

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

(xxv) the amount of any servicing advances made by the Servicer during the related Collection Period; and

(xxvi) the amount, if any, of interest shortfalls relating to prepayments during the related Collection Period.

In the case of information furnished pursuant to clauses (ii), (iii), (iv) and (v) above, the amounts shall be expressed as a dollar amount per class of Note with a $1,000 denomination.

The Indenture Trustee will make the reports referred to above (and, at its option, any additional files containing the same information in an alternative format) available each month to Noteholders, the Insurer, the Sponsor, the Servicer and the Credit Risk Manager via the Indenture Trustee’s internet website, which is presently located at http://www.usbank.com/abs. If the Insurer requests a paper copy of such information, a paper copy shall be sent to the Insurer each month without the need for any additional request. The Indenture Trustee shall have the right to change the manner in which the reports referred to in this section are distributed in order to make such distribution more convenient and/or more accessible to the Noteholders, the Insurer, the Sponsor, the Servicer and the Credit Risk Manager. The Indenture Trustee will provide timely and adequate notification to all such parties regarding any such change to the method of distribution of the reports.

The Indenture Trustee shall also send a copy of each such report to the Class B Certificateholders, which, in addition to the information listed above, shall also include (i) the Class Principal Balance of each class of Residual Certificates and (ii) the amount distributable, if any, to each class of Residual Certificates for such Payment Date.

Each report provided to the Insurer (either via the Indenture Trustee’s website or a paper copy) pursuant to this Section 8.8 shall additionally report: (a) the total amount of funds received as Insured Amounts or Preference Amounts for such Payment Date, separately stating the portions used to pay principal and interest components of the Deficiency Amount; (b) the cumulative amount of Insured Amounts or Preference Amounts paid by the Insurer through such Payment Date; and (c) other information as the Insurer may reasonably request from time to time.

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

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benefit of the Person(s) signing the Form 10-K Certification, regarding certain aspects of the Form 10-K Certification.

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

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

ARTICLE IX

Supplemental Indentures

SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.

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

(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;

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(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not adversely affect the interests of the Holders of the Notes;

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statue hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

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

(b) The parties hereto, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with the prior written consent of the Insurer and with prior notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

SECTION 9.2. Supplemental Indentures with Consent of Noteholders. The parties hereto, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, with the consent of the Insurer and with the consent of the Class B Certificateholders and the Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the parties hereto, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Notes affected thereby:

(i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating

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to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;

(ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective Due Dates thereof (or, in the case of redemption, on or after the Redemption Date);

(iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.4;

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

(vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or

(viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.

The Indenture Trustee may conclusively rely as to whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel addressed and delivered to the Indenture Trustee and the Insurer to that effect and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for relying on such Opinion of Counsel in good faith.

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

Promptly after the execution by the parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee and the Insurer shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel (and, if requested, an Officer’s Certificate) stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5. Reference in Notes to Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.

SECTION 9.6. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

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ARTICLE X

Redemption of Notes

SECTION 10.1. Redemption. The Notes are subject to redemption in whole, but not in part, at the direction of the Optional Redemption Holder pursuant to Section 7.01(b) of the Sale and Servicing Agreement, on any Payment Date on which such Optional Redemption Holder exercises its option to transfer the Trust Property pursuant to said Section 7.01(b), for a purchase price equal to the Redemption Price. The Servicer or the Issuer shall furnish the Insurer notice of such redemption not later than 35 days prior to the Redemption Date. If the Notes are to be redeemed pursuant to this Section 10.1, the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 35 days prior to the Redemption Date and the Issuer shall deposit or undertake to deposit on or prior to the Redemption Date with the Indenture Trustee in the Distribution Account the Redemption Price of such Notes whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.2 (unless the Issuer shall default in the deposit of the Redemption Price).

SECTION 10.2. Surrender of Notes.

(a) Notice of any termination, specifying the Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes to the Indenture Trustee for payment of the final distribution and cancellation, shall be given by the Indenture Trustee (upon receipt of written directions from the Optional Redemption Holder, if the Optional Redemption Holder is exercising its right to transfer the Mortgage Loans) promptly to the Insurer, the Servicer and to the Noteholders in accordance with Section 10.03. In the event written directions are delivered to the Indenture Trustee as described in Section 10.01, the Optional Redemption Holder shall deposit in the Distribution Account on or before the Payment Date for such final distribution in immediately available funds an amount which, when added to the funds on deposit in the Collection Account that are payable to the Noteholders, will be equal to the Redemption Price for the Mortgage Loans, together with all amounts due and owing to the Indenture Trustee under this Indenture and the Basic Documents and to the Insurer for unpaid premiums and unreimbursed draws on the Policy and all other amounts due and owing to the Insurer pursuant to the Insurance Agreement, together with interest thereon as provided under the Insurance Agreement.

(b) Upon presentation and surrender of the Notes, the Indenture Trustee shall cause to be distributed to the Holders of Notes on the Payment Date for such final distribution, in proportion to the Percentage Interests of their respective Notes and to the extent that funds are available for such purpose, the amount required to be distributed to Noteholders pursuant to Section 10.1 of this Indenture for such Payment Date. The distribution on such final Payment Date pursuant to a redemption pursuant to Section 7.01(a)(B)(i) of the Sale and Servicing Agreement shall be in lieu of the distribution otherwise required to be made on such Payment Date in respect of the Notes. On the final Payment Date prior to having made the distributions called for above, the Indenture Trustee shall withdraw from the Distribution Account and pay to reimburse itself for all amounts due and owing to the Indenture Trustee under this Indenture and the Basic Documents and shall, based upon the information set forth in the Servicing Certificate

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for such Payment Date, withdraw from the Distribution Account and remit to the Insurer the lesser of (x) the amount available for distribution on such final Payment Date and (y) the unpaid amounts due and owing to the Insurer for unpaid premiums and unreimbursed draws on the Policy and all other amounts due and owing to the Insurer pursuant to the Insurance Agreement, together with interest thereon as provided under the Insurance Agreement.

(c) In the event that all of the Noteholders shall not surrender their Notes for final payment and cancellation on or before such final Payment Date, the Indenture Trustee shall on such date cause all funds in the Distribution Account not distributed in final distribution to Noteholders to be withdrawn therefrom and credited to the remaining Noteholders by depositing such funds in a separate escrow account for the benefit of such Noteholders and the Optional Redemption Holder (if the Optional Redemption Holder has exercised its right to transfer the Mortgage Loans) or the Indenture Trustee (in any other case) and shall give a second written notice to the remaining Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds on deposit in such escrow account.

SECTION 10.3. Redemption Notice. Notice of redemption supplied under Section 10.1 shall be given by the Indenture Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least 20 days prior to the applicable Redemption Date to each Holder of Notes of record, as of the Record Date for the last Payment Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register.

All notices of redemption shall state:

(i) the Redemption Date upon which final payment of the Notes will be made;

(ii) the amount of any such final distribution;

(iii) that the Record Date otherwise applicable to such Redemption Date is not applicable and that payments shall be made only upon presentation and surrender of such Notes at the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2); and

(iv) that interest on the Notes shall cease to accrue on the Redemption Date.

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

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SECTION 10.4. Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.2, on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

Miscellaneous

SECTION 11.1. Compliance Certificates and Opinions, etc. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and to the Insurer if the application or request is made to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA or any provision of this Agreement) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory such condition or covenant has been complied with.

SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more

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other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Sponsor or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Sponsor or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any certificate, Issuer Order or Issuer Request may be executed on behalf of the Issuer by the Manager.

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

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

SECTION 11.3. Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

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

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(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4. Notices, etc., to Indenture Trustee, Issuer, Insurer and Rating Agencies. Any request, demand, authorization, direction, notice, order, instruction, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:

(a) The Indenture Trustee by any Noteholder or by the Issuer shall be made in writing and either personally delivered, delivered by overnight courier or mailed first-class to the Indenture Trustee at its Corporate Trust Office and any notice delivered by facsimile shall be addressed to the Corporate Trust Office, telecopy number (312) 325-8905, or

(b) The Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if personally delivered, delivered by facsimile or overnight courier or mailed first class, and shall deemed to have been duly given upon receipt to the Issuer addressed to: GreenPoint Home Equity Loan Trust 2004-3, in care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 0001, Telecopy: (302) 636-4140, Attention: GPHE 2004-3, or at any other address previously furnished in writing to the Indenture Trustee by Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall provide a copy of any notice it receives from the Issuer or any Noteholder to the Owner Trustee for distribution to the Class B Certificateholders.

(c) The Insurer by the Issuer or the Indenture Trustee shall be sufficient for any purpose hereunder if in writing and mailed by first-class mail personally delivered or telecopied to the recipient as follows:

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

Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally delivered, delivered by overnight courier or first class or via facsimile to (i) in the case of Moody’s, at the following address: Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10004, Fax No: (212) 533-0355 and (ii) in the case of S&P, at the following address: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department, Fax No: (212) 438-2661; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

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SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event (and in all cases, the Insurer shall receive notice), at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder.

SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Note Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices, provided that such methods are reasonable and consented to by the Indenture Trustee (which consent shall not be unreasonably withheld). The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

SECTION 11.7. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this indenture by any of the provisions of the TIA, such required provision shall control.

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

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SECTION 11.8. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Notwithstanding anything to the contrary contained in this Indenture or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

SECTION 11.9. Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors.

SECTION 11.10. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11. Benefits of Indenture. The Insurer and its successors and assigns shall be third-party beneficiaries to the provisions of this Indenture, and shall be entitled to rely upon and directly to enforce such provisions of this Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Insurer, and the Noteholders, and any other party secured hereunder, and any other person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture. The Insurer may disclaim any of its rights and powers under this Indenture (in which case the Indenture Trustee may exercise such rights or powers hereunder), but not its duties and obligations under the Policy upon delivery of a written notice to the Indenture Trustee.

SECTION 11.12. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.15. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the

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Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Issuer or any other counsel reasonably acceptable to the Indenture Trustee and the Insurer) to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 11.16. Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Sponsor, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any Note or other writing delivered in connection herewith or therewith, against (i) the Sponsor, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Sponsor, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Sponsor, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Sponsor, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 11.17. No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against the Sponsor, or the Issuer, or join in any institution against the Sponsor, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents.

SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee or of the Insurer, during the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its Obligations hereunder.

SECTION 11.19. Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer under the

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Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any person claiming by, through or under them and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaking by the Issuer under this Indenture or any related documents.

ARTICLE XII

Rapid Amortization Events

SECTION 12.1. Rapid Amortization Events. The following shall constitute Rapid Amortization Events with respect to the Notes:

(a) failure on the part of the Issuer, a Seller, the Sponsor or the Servicer, as the case may be, (i) to make any payment or deposit required by the terms of this Indenture, the Sale and Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, each Seller, the Sponsor or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Insurance Agreement or this Indenture, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Sponsor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the related Seller, the Sponsor or the Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount;

(b) any representation or warranty made by the Issuer, a Seller, the Sponsor or the Servicer, as the case may be, in this Indenture, the Sale and Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the related Seller, the Sponsor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the related Seller, the Sponsor or the Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; provided, however, that with respect to any such representation or warranty made with respect to any Mortgage Loan or Mortgage Loans, a Rapid Amortization Event shall not be deemed to occur if the related Seller has purchased such Mortgage Loan or Mortgage Loans during such period (or within an additional 60 days with the

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consent of the Indenture Trustee and the Insurer) in accordance with the provisions of the Indenture;

(c) the Servicer, a Seller, the Sponsor or the Issuer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer, the related Seller, the Sponsor or the Trust, as applicable, or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, the related Seller, the Sponsor or the Trust and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Servicer, the related Seller, the Sponsor or the Trust shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

(d) the Issuer becomes subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended;

(e) any draw is made under the Policy;

(f) an Event of Servicing Termination has occurred; and

(g) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date.

In the case of any event described in clauses (a) through (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice.

Following the occurrence of a Rapid Amortization Event, if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. So long as (i) no Event of Servicing Termination has occurred and is continuing and (ii) such Rapid Amortization Event was not caused by the Servicer, the Sponsor or GreenPoint Mortgage Funding, Inc., as a Seller,

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any such sale, disposal or liquidation will be “servicing retained” by the Servicer. With respect to the Notes, the net proceeds of such sale will be paid (i) first, to the Indenture Trustee, the Credit Risk Manager and the Owner Trustee, any unpaid fees due and owing, (ii) second, to the Holders of the Notes, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 8.7(b)(xv), any remaining amounts.

In addition to the consequences of a Rapid Amortization Event discussed above, if the Sponsor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Sponsor, on the day of any such filing or appointment no further Additional Balances will be transferred to the Trust and the Sponsor will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event.

Upon the occurrence of a Rapid Amortization Event, the Sponsor shall no longer receive any principal funds upon the transfer of Additional Balances to the Trust in respect of the Additional Balance Contributed Amount but will be reimbursed to the extent of available funds from distributions on the Class G Certificates.

58

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

GREENPOINT HOME EQUITY LOAN TRUST 2004-3
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:

Acknowledged and Agreed:
GREENPOINT MORTGAGE SECURITIES LLC
By:
	Name:
	Title:

ANNEX A – DEFINED TERMS

Accelerated Principal Payment: With respect to any Payment Date a payment received as a payment of principal by the Noteholders, for the purpose of increasing the related Overcollateralization Amount, and to be paid from the Excess Cashflow, and equal to for any Payment Date the lesser of (x) the amount of the Excess Cashflow and (y) the Overcollateralization Deficiency Amount.

Account: Any of the Distribution Account or the Collection Account.

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

Additional Balance: With respect to the Mortgage Loans and any date of determination, the aggregate amount of all Draws conveyed to the Issuer pursuant to Section 2.01 of the Sale and Servicing Agreement.

Additional Balance Contributed Amount: As to any Payment Date, the difference, if any, between (a) the aggregate excess, if any, for all prior Payment Dates during the Managed Amortization Period of (i) the aggregate principal amount of all Additional Balances created during the Collection Period relating to each such Payment Date over (ii) Principal Collections relating to such Payment Date, and (b) the aggregate Additional Balance Contributed Amounts paid to the Sponsor on all prior Payment Dates pursuant to Section 8.7(b)(vi) of the Indenture.

Affiliate: With respect to any specified Person, any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Appraised Value: As to any Mortgaged Property, the value established by either a full appraisal or a drive by inspection of such Mortgaged Property made to establish compliance with the underwriting criteria then in effect in connection with the application for the Mortgage Loan secured by such Mortgaged Property.

Assignment Agreement: The assignment agreement dated as of June 1, 2004 among Terwin Advisors LLC, a Delaware limited liability company, as assignor, GreenPoint Mortgage Securities LLC, a Delaware limited liability company, as assignee, and GreenPoint Mortgage Funding, Inc., as seller.

Assignment of Mortgage: With respect to any Mortgage, an assignment, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect the sale of the Mortgage to the Indenture Trustee, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, to the extent permitted by applicable law.

Authorized Newspaper: A newspaper of general circulation in the Borough of Manhattan, The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays.

Authorized Officer: With respect to the Issuer and the Servicer, the Manager or any officer or agent acting pursuant to a power of attorney of the Owner Trustee or the Servicer, respectively, who is authorized to act for the Owner Trustee (including the Manager) or the Servicer, respectively, in matters relating to the Issuer and the Servicer, respectively, and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee and the Servicer, respectively, to the Indenture Trustee on the Closing Date (as such lists may be modified or supplemented from time to time thereafter).

Available Funds: With respect to any Payment Date, the amount then on deposit in the Distribution Account, after taking into account the deposits thereto made pursuant to Section 8.7(a) of the Indenture, if any (exclusive of the amount of any related Insured Amount or Preference Amount then on deposit in the Policy Payment Account or deposited into the Distribution Account in accordance with Section 8.4(c) of the Indenture).

Basic Documents: The Indenture, the Notes, the Residual Certificates, the Certificate of Trust, the Trust Agreement, the Sale and Servicing Agreement, the Assignment Agreement, the Indemnification Agreement, the Management Agreement, the Insurance Agreement and the Policy.

BBA: The British Bankers’ Association.

BIF: The Bank Insurance Fund, as from time to time constituted, created under the Financial Institutions Reform, Recovery and Enhancement Act of 1989, or if at any time after the execution of this instrument the Bank Insurance Fund is not existing and performing duties now assigned to it, the body performing such duties on such date.

Billing Cycle: With respect to any Mortgage Loan and Collection Period, the billing period specified in the related Credit Line Agreement and with respect to which amounts billed are received during such Collection Period.

Book-Entry Notes: A beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.9 of the Indenture.

Business Day: Any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the state of New York, the state of California or the state in which the Corporate Trust Office is located are required or authorized by law or executive order to be closed or (iii) a day on which the Insurer is closed.

Certificate of Trust: The certificate of trust of the Issuer substantially in the form of Exhibit C to the Trust Agreement.

Class A Note: Any Note designated as a “GreenPoint Home Equity, Loan Asset Backed 2004-3 Class A Note” on the face thereof insubstantially the form of Exhibit A to the Indenture.

Class Principal Balance: With respect to the Class G Certificates and any Payment Date during the Managed Amortization Period, zero. With respect to the Class G Certificates and any Payment Date during the Rapid Amortization Period, the sum of the Additional Balance Contributed Amount at the commencement of the Rapid Amortization Period for such Payment Date and the aggregate amount of Draws conveyed to the Issuer during the Rapid Amortization Period, less the aggregate Realized Loss Allocated Amount for all prior Payment Dates and, after the Notes are paid in full, distributions to such class pursuant to Section 4.11 of the Trust Agreement representing principal payments on the Mortgage Loans.

With respect to the Class B Certificates and any Payment Date, an amount equal to the excess of the Pool Balance on the last day of the related Collection Period (after taking into account all Principal Collections for such Payment Date) over the sum of (a) the Note Principal Balance of the Notes on such Payment Date (after taking into account any reductions to the Note Principal Balance resulting from payments made pursuant to clauses (vii) and (viii) of Section 8.7(b) of the Indenture on such Payment Date) and (b) the Class Principal Balance of the Class G Certificates immediately prior to such Payment Date.

Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

Clearing Agency Participant: A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

Closing Date: June 29, 2004.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Collateral: As defined in the Granting Clause of the Indenture.

Collection Account: That account designated as the “Collection Account” and established pursuant to Section 3.02(b) of the Sale and Servicing Agreement.

Collection Period: With respect to any Payment Date and any Mortgage Loans, the calendar month preceding such Payment Date.

Combined Loan-to-Value Ratio: With respect to any Mortgage Loan as of any date, the percentage equivalent of a fraction, the numerator of which is the sum of (A) the Credit Limit and (B) the outstanding Principal Balance as of the date of application for the related credit line (or as of any subsequent date, if any, as of which such outstanding principal balance may be determined in connection with an increase in the Credit Limit for such Mortgage Loan) of any mortgage loan or mortgage loans that are senior in priority to the Mortgage Loan and which are secured by the same Mortgaged Property and the denominator of which is (C) the Appraised Value of the related Mortgaged Property as set forth in the Mortgage File as of the date of the

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

Company: GreenPoint Mortgage Funding, Inc. or any successor thereto.

Controlling Party: The Insurer, so long as no Insurer Default shall have occurred and be continuing, and the majority of the Noteholders, for so long as an Insurer Default shall have occurred and is continuing.

Corporate Trust Office: With respect to (i) the Indenture Trustee, the corporate trust office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at date of the execution of the Indenture is located at c/o U.S. Bank National Association, 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention: GPHE 2004-3, and (ii) the Owner Trustee, at its corporate trust administration office located at Wilmington Trust Company Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 0001, Attention: GPHE 2004-3, or at such other address as the Owner Trustee may designate by notice to the Noteholders and the Sponsor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor owner trustee will notify the Noteholders and the Sponsor).

Credit Limit: As to any Mortgage Loan, the maximum principal balance permitted under the terms of the related Credit Line Agreement.

Credit Limit Utilization Rate: As to any Mortgage Loan, the percentage equivalent of a fraction the numerator of which is the Principal Balance of such Mortgage Loan as of the Cut-Off Date and the denominator of which is the related Credit Limit.

Credit Line Agreement: With respect to any Mortgage Loan, the related home equity line of credit agreement and promissory note executed by the related Mortgagor and any amendment or modification thereof.

Credit Risk Manager: The Murrayhill Company, a Colorado Corporation, and any successor.

Credit Risk Management Agreement: The agreement between the Servicer and the Credit Risk Manager dated as of June 29, 2004.

Credit Risk Manager Fee: With respect to any Payment Date, the product of (i) one-twelfth of the Credit Risk Manager Fee Rate and (ii) the aggregate Principal Balance of the Mortgage Loans on the first day of the Collection Period preceding such Payment Date (or at the Cut-Off Date with respect to the first Payment Date).

Credit Risk Manager Fee Rate: 0.01% per annum.

Credit Scores: With respect to the Mortgage Loans, statistical credit scores obtained by mortgage lenders in connection with the loan application to help assess a borrower’s creditworthiness.

Custodian: Deutsche Bank National Trust Company, a national banking association, or any replacement Custodian named by the Indenture Trustee and approved by the Insurer on prior written notice to the Servicer, the Sponsor, the Issuer and the Insurer.

Custody Agreement: The custody agreement dated as of June 1, 2004 among the Custodian, the Indenture Trustee, the Sellers, the Servicer and the Issuer.

Cut-Off Date: The close of business on May 31, 2004.

Cut-Off Date Principal Balance: With respect to any Mortgage Loan, the unpaid Principal Balance thereof as of the Cut-Off Date.

Default: Any occurrence that is, or with notice or the lapse of time or both would become, a Rapid Amortization Event.

Defective Mortgage Loan: A Mortgage Loan subject to retransfer pursuant to Section 2.03 or 2.06 of the Sale and Servicing Agreement.

Deferred Interest: With respect to the Notes and any Payment Date, the excess, if any, of interest due at the Formula Note Rate over interest due at the Note Rate.

Deficiency Amount: With respect to the Notes, an amount equal to the sum of (a) for any Payment Date, the excess, if any, of (i) the Interest Payment Amount (excluding any Deferred Interest) over (ii) the portion of the Available Funds for such Payment Date remaining after payment of the Indenture Trustee Fee, the Premium Amount, the Owner Trustee Fee and the Credit Risk Manager Fee, in each case, for such Payment Date, such portion being (A) during the Managed Amortization Period, the pro rata portion of such remaining Available Funds based on the pari passu application of such amount to the Interest Payment Amount and to interest on any Additional Balance Contributed Amount at the Note Rate on such Payment Date and (B) after the Managed Amortization Period, all such remaining Available Funds, (b) for any Payment Date other than the Final Scheduled Payment Date, the Overcollateralization Deficit, if any, for such Payment Date remaining after giving effect to payments pursuant to Section 8.7(b)(viii) of the Indenture on such Payment Date and (c) on the Final Scheduled Payment Date, the Outstanding Amount, after taking into account all payments to be made to the Notes on the Final Scheduled Payment Date other than pursuant to the Policy.

Definitive Notes: As defined in Section 2.11 of the Indenture.

Delinquent: A Mortgage Loan is “delinquent” if any payment due thereon is not made by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month) then on the last day of

such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of Class A Notes evidencing $226,987,000 in initial principal amount of the Class A Notes. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(5) of the UCC of the State of New York.

Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Designated Telerate Page: The Dow Jones Telerate Service page 3750, or such other page as may replace page 3750 on that service or such other service as may be nominated by the BBA as the information vendor for the purpose of displaying the BBA’s “Interest Settlement Rates” for deposits in U.S. dollars.

Determination Date: With respect to any Payment Date, the fourth Business Day prior to such Payment Date or such earlier day as shall be designated by the Insurer and the Indenture Trustee.

Distribution Account: That account designated as the “Distribution Account” and established pursuant to Section 8.3 of the Indenture.

Draw: With respect to any Mortgage Loan, an additional borrowing by the Mortgagor subsequent to the Cut-Off Date in accordance with the related Credit Line Agreement.

Draw Period: With respect to any Mortgage Loan, the period of time specified in the related Credit Line Agreement whereby a Mortgagor may make a Draw under the related Credit Line Agreement, not to exceed five or fifteen years (as applicable) unless extended pursuant to such Credit Line Agreement and the Sale and Servicing Agreement, such extension to be limited by the provisions set forth in Section 2.04 of the Sale and Servicing Agreement.

Eligible Account: A segregated account that is (i) maintained with a depository institution whose short-term debt obligations at the time of any deposit therein have the highest short-term debt rating by the Rating Agencies, (ii) one or more accounts maintained with a depository institution whose long-term unsecured debt rating by the Rating Agencies is at least AA- and whose accounts are fully insured by either the Savings Association Insurance Fund or the Bank Insurance Fund of the Federal Deposit Insurance Corporation established by such fund, (iii) a segregated trust account maintained with the Indenture Trustee in its fiduciary capacity, or (iv) otherwise acceptable to each Rating Agency and the Insurer as evidenced by a letter from each Rating Agency and the Insurer to the Indenture Trustee, without reduction or withdrawal of their then current ratings of the Notes without regard to the Policy.

Eligible Investments: One or more of the following (excluding any callable investments purchased at a premium):

(i) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations, the timely payment of principal and interest of which is fully guaranteed by the United States government or any agency or instrumentality thereof;

(ii) evidences of ownership of a proportionate interest in specified obligations described in (i);

(iii) trust funds, trust accounts, interest-bearing demand or time deposits (including certificates of deposit) which are held in banks having general obligations rated at least “A” category by S&P or Moody’s;

(iv) a trust account with U.S. Bank National Association;

(v) money market mutual funds or any mutual fund for which the Indenture Trustee or any affiliate of the Indenture Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Indenture Trustee or an affiliate of the Indenture Trustee receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Indenture Trustee or its affiliates;

(vii) a deposit of any bank (including that of the trustee and its affiliates) trust company or financial institution authorized to engage in the banking business having a combined capital and surplus of at least US$500,000,000, whose long term, unsecured debt is rates “A” category by S&P and “A” or higher by Moody’s; and

(viii) repurchase agreements or other similar obligations from a counterparty whose long term debt securities are rated “A” category by S&P and “A” or higher by Moody’s or which obligations under such contract, agreement or other obligation are collateralized to such level.

Eligible Substitute Mortgage Loan: A Mortgage Loan substituted by the related Seller, with the consent of the Insurer, for a Defective Mortgage Loan which must, on the date of such substitution, (i) have an outstanding Principal Balance (or, in the case of a substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an aggregate Principal Balance), equal to or less than the Principal Balance of the Defective Mortgage Loan as of the applicable Cut-Off Date; (ii) have a Loan Rate not less than the Loan Rate of the Defective Mortgage Loan and not more than 4.00% in excess of the Loan Rate of such Defective Mortgage Loan; (iii) have a Loan Rate based on the same Index as the Defective Mortgage Loan with adjustments to such Loan Rate made on the same date on which the Defective Mortgage Loan’s interest rate adjusts; (iv) have a Margin that is not less than the Margin of the Defective Mortgage Loan and not more than 100 basis points higher than the Margin for the Defective Mortgage Loan; (v) have a mortgage of the same or higher level of priority as the Defective Mortgage Loan at the time such

Mortgage Loan was transferred to the Trust; (vi) have a remaining term to maturity not more than 120 months earlier and not more than 180 months later than the remaining term to maturity of the Defective Mortgage Loan; (vii) comply with each representation and warranty as to the related Mortgage Loans set forth in the Sale and Servicing Agreement (deemed to be made as of the date of substitution); (viii) have an original Combined Loan-to-Value Ratio not greater than that of the Defective Mortgage Loan; (ix) have a Credit Score greater than or equal to the Credit Score of the Defective Mortgage Loan at the time such Mortgage Loan was transferred to the Trust; (x) the related Mortgaged Property is not an investment property (unless the Mortgaged Property related to the Defective Mortgage Loan was an investment property); (xi) the related Mortgaged Property is not a second home (unless the Mortgaged Property related to the Defective Mortgage Loan was a second home); (xii) the Combined Loan-to-Value Ratio is not greater than 100%; and (xiii) are no longer in its teaser period.

ERISA: Employee Retirement Income Security Act of 1974, as amended.

Event of Servicing Termination: As defined in Section 6.01 of the Sale and Servicing Agreement.

Excess Cashflow: With respect to any Payment Date, the Available Funds for such Payment Date which remain on deposit in the Distribution Account after taking into account the distributions listed in clauses (i) through (ix) of Section 8.7(b) of the Indenture on such Payment Date.

Exchange Act: The Securities Exchange Act of 1934, as amended.

FDIC: The Federal Deposit Insurance Corporation or any successor thereto.

Final Scheduled Payment Date: For the Notes, the Payment Date in March 2035, in each case whereby the related Noteholders shall be entitled to receive a payment of principal in an amount equal to the respective Outstanding Note Principal Balance and any accrued and unpaid interest thereon.

Foreclosure Profit: With respect to a Liquidated Mortgage Loan, the amount, if any, by which (i) the aggregate of its Net Liquidation Proceeds exceeds (ii) the related Principal Balance (plus accrued and unpaid interest thereon at the applicable Loan Rate from the date interest was last paid through the last day in the related Collection Period) of such Liquidated Mortgage Loan immediately prior to the final recovery of its Liquidation Proceeds.

Form 10-K Certification: As defined in Section 3.14 of the Sale and Servicing Agreement.

Formula Note Rate: With respect to the Notes and any Interest Accrual Period, (x) with respect to any Payment Date which occurs on or prior to the first Optional Redemption Date, LIBOR plus 0.23% per annum and (y) for any Payment Date after the first Optional Redemption Date, LIBOR plus 0.46% per annum.

GAAP: Generally accepted accounting principles, consistently applied.

Grant: Mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

GreenPoint Bank: GreenPoint Bank or any successor in interest thereto.

GreenPoint Eligible Substitute Mortgage Loan: An Eligible Substitute Mortgage Loan transferred to the Trust that was originated or acquired by GreenPoint Mortgage Funding, Inc.

GreenPoint Mortgage Loan: A Mortgage Loan transferred to the Trust and assigned to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement that was originated or acquired by GreenPoint Mortgage Funding, Inc.

Gross Margin: As to any Mortgage Loans, the percentage set forth as the “Gross Margin” for such Mortgage Loans on Exhibit A to the Sale and Servicing Agreement.

Holder or Noteholder: Any Holder of a Note whose name is registered on the Note Register.

Indebtedness: With respect to any Person at any time, (a) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under leases which should have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (c) current liabilities of such Person in respect of funding vested benefits under plans covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f) obligations of such Person under any guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (g) obligations of such Person secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (h) obligations of such Person under any interest rate or currency exchange agreement.

Indemnification Agreement: The Indemnification Agreement, dated as of June 25, 2004, by and among the Insurer, Wachovia Capital Markets, LLC and Terwin Capital LLC, as underwriters.

Indenture: The Indenture, dated as of June 1, 2004, by and between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time.

Indenture Trustee: U.S. Bank National Association, a national banking association, not in its individual capacity but as indenture trustee under the Indenture, or any successor indenture trustee under the Indenture.

Indenture Trustee Fee: With respect to any Payment Date, the product of (i) one-twelfth of the Indenture Trustee Fee Rate and (ii) the aggregate Principal Balance of the Mortgage Loans on the first day of the Collection Period preceding such Payment Date (or at the Cut-Off Date with respect to the first Payment Date).

Indenture Trustee Fee Rate: 0.0260% per annum.

Indenture Trustee Issuer Secured Obligations: All amounts and obligations which the Issuer may at any time owe to the Indenture Trustee for the benefit of the Noteholders under the Indenture or the Notes.

Independent: When used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Sponsor and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Sponsor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Sponsor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

Independent Certificate: A certificate, verification report or opinion to be delivered to the Indenture Trustee and the Insurer under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, prepared by an Independent appraiser or other expert appointed pursuant to an Issuer Order and approved by the Indenture Trustee and the Insurer in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

Index: With respect to each Interest Rate Adjustment Date for a Mortgage Loan, the highest Prime Rate or “base rate” as published in the “Money Rates” table of The Wall Street Journal as of the last business day of the previous Billing Cycle.

Initial Pool Balance: $233,646,383.

Insurance Agreement: The Insurance Agreement, dated as of June 29, 2004, by and among the Insurer, the Servicer, the Issuer, the Sponsor and the Indenture Trustee.

Insurance Policy: Any hazard, title or primary mortgage insurance policy relating to a Mortgage Loan, but shall not include the Policy.

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

related Mortgaged Property, (iii) released to the Mortgagor in accordance with the Servicer’s normal servicing procedures or (iv) required to be paid to any holder of a mortgage senior to such Mortgage Loan.

Insured Amount: As defined in the Policy with respect to the Notes and as of any Payment Date

Insured Payment: As defined in the Policy with respect to the Notes.

Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation, and any successor thereto.

Insurer Default: Any of (i) the failure by the Insurer to make a payment required under the Policy in accordance with the terms thereof, (ii) the voluntary or involuntary filing of a petition or other invocation of the process of any court or government authority for the purpose of commencing or sustaining a case under any federal or state bankruptcy, insolvency or similar law against the Insurer or (iii) the appointing of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Insurer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Insurer.

Insurer Issuer Secured Obligations: All amounts and obligations which the Issuer may at any time owe to or on behalf of the Insurer under the Indenture, the Insurance Agreement or any other Basic Document.

Interest Accrual Period: With respect to any Payment Date, the period from and including the prior Payment Date (or, in the case of the August 2004 Payment Date, from and including the Closing Date) to, but excluding, the current Payment Date, with interest being computed on the basis of the actual number of days in such Interest Accrual Period and a 360-day year.

Interest Collections: With respect to any Payment Date, the sum of (a) all payments by or on behalf of Mortgagors and any other amounts constituting interest, including, but not limited to, any amounts allocated to interest and due for such Collection Period that are received after such Collection Period but on or prior to the 8^th Business Day prior to the related Payment Date (less any comparable amounts received during such Collection Period and included in Interest Collections for the prior Payment Date), the portion of Net Liquidation Proceeds and Insurance Proceeds allocated to interest pursuant to the terms of the related Credit Line Agreement (excluding the fees or late charges or similar administrative fees paid by Mortgagors), less the related Servicing Fee for the related Collection Period and (b) the interest portion of (i) the Loan Purchase Price for any Mortgage Loan repurchased by the related Seller during the related Collection Period and (ii) the Redemption Price in connection with any optional redemption of the Notes during the related Collection Period. The terms of the related Credit Line Agreement shall determine the portion of each payment in respect of such Mortgage Loan that constitutes principal or interest.

Interest Determination Date: (i) With respect to any Interest Accrual Period (other than the initial Interest Accrual Period), the second LIBOR Business Day preceding the

first day of such Interest Accrual Period and (ii) with respect to the initial Interest Accrual Period, the second LIBOR Business Day preceding the Closing Date.

Interest Payment Amount: With respect to the Notes and any Payment Date, (x) the Note Rate applicable to such Payment Date multiplied by (y) the Outstanding Amount immediately prior to such Payment Date multiplied by (z) a fraction, the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360.

Interest Rate Adjustment Date: With respect to each Mortgage Loan, any date on which the Loan Rate is adjusted in accordance with the related Credit Line Agreement.

Interest Settlement Rates: Those rates which are displayed on the Designated Telerate Page.

Issuer or Trust: GreenPoint Home Equity Loan Trust 2004-3, a Delaware statutory trust, until a successor replaces it and, thereafter, such successor.

Issuer Order and Issuer Request: A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

Issuer Secured Obligations: The Insurer Issuer Secured Obligations and the Indenture Trustee Issuer Secured Obligations.

Issuer Secured Parties: Each of the Indenture Trustee in respect of the Indenture Trustee Issuer Secured Obligations and the Insurer in respect of the Insurer Issuer Secured Obligations.

Late Payment Rate: For any Payment Date, the lesser of (a) the greater of (i) the per annum rate of interest publicly announced from time to time by Citibank, N.A. as its prime lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus 2% per annum and (ii) the then applicable highest rate of interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

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

occurred and be continuing), will designate an alternative index that has performed in a manner substantially similar to the BBA’s Interest Settlement Rate.

LIBOR Business Day: Any day on which banks in London and New York are open for conducting transactions in foreign currency and exchange.

Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation, assignment, participation, deposit arrangement, encumbrance, lien (statutory or other), preference, priority right or interest or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing; provided, however, that any assignment pursuant to Section 5.02 of the Sale and Servicing Agreement shall not be deemed to constitute a Lien.

Lifetime Rate Cap: With respect to each Mortgage Loan with respect to which the related Credit Line Agreement provides for a lifetime rate cap, the maximum Loan Rate permitted over the life of such Mortgage Loan under the terms of the related Credit Line Agreement previously delivered to the Indenture Trustee.

Liquidated Mortgage Loan: As to any Payment Date, any Mortgage Loan in respect of which the Servicer has determined, in accordance with the servicing procedures specified in the Sale and Servicing Agreement, as of the end of the related Collection Period, that all Liquidation Proceeds which it expects to recover with respect to the disposition of such Mortgage Loan or the related REO have been recovered; provided that any Mortgage Loan that is 180 days or more Delinquent shall be considered a Liquidated Mortgage Loan.

Liquidation Expenses: Out-of-pocket expenses (exclusive of overhead) which are incurred by the Servicer in connection with the liquidation of any Mortgage Loan and not recovered under any Insurance Policy, including, without limitation, legal fees and expenses, any unreimbursed amount expended pursuant to Section 3.06 of the Sale and Servicing Agreement (including, without limitation, amounts advanced to correct defaults on any mortgage loan which is senior to such Mortgage Loan and amounts advanced to keep current or pay off a mortgage loan that is senior to such Mortgage Loan) respecting the related Mortgage Loan and any related and unreimbursed expenditures with respect to real estate property taxes, water or sewer taxes, condominium association dues, property restoration or preservation or insurance against casualty, loss or damage.

Liquidation Loss Amounts: With respect to any Payment Date and Mortgage Loan that became a Liquidated Mortgage Loan during the related Collection Period, the unrecovered portion of the related Principal Balance thereof at the end of such Collection Period, after giving effect to the Net Liquidation Proceeds applied in reduction of such Principal Balance.

Liquidation Proceeds: Proceeds (including Insurance Proceeds) received in connection with the liquidation of any Mortgage Loan or related REO, whether through trustee’s sale, condemnation, foreclosure sale or otherwise, other than Recoveries.

Loan Purchase Price: With respect to any Mortgage Loan purchased from the Trust pursuant to Section 2.03 or 2.06 of the Sale and Servicing Agreement, an amount equal to the sum of (i) 100% of the Principal Balance of such Mortgage Loan as of the date of purchase, (ii) one month’s interest on the outstanding Principal Balance of such Mortgage Loan as of the beginning of the preceding Collection Period computed at the related Loan Rate less the Servicing Fee, (iii) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory or abusive lending law and (iv) without duplication, the aggregate amount of all delinquent interest, all advances made by the Servicer and not subsequently recovered from the related Mortgage Loan and any Reimbursement Amount related to such Mortgage Loan.

Loan Rate: With respect to any Mortgage Loan and as of any day, the per annum rate of interest applicable under the related Credit Line Agreement to the calculation of interest for such day on the Principal Balance of such Mortgage Loan.

Managed Amortization Period: With respect to the Notes, the period commencing on the first Payment Date and ending on the earlier to occur of (x) the June 2009 Payment Date and (y) the first Payment Date following the occurrence of a Rapid Amortization Event with respect to the Notes.

Management Agreement: The Management Agreement, dated as of June 1, 2004, by and between the Servicer and the Issuer.

Management Fee: $500 per month.

Manager: The Person acting in such capacity pursuant to the Management Agreement or its successors or assigns, which shall initially be the Servicer.

Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in the related Credit Line Agreement which amount is added to the Prime Rate in accordance with the terms of the related Credit Line Agreement to determine the Loan Rate for such Mortgage Loan, subject to any maximum.

Material Adverse Change: A material adverse change in (i) the business, results of operations or properties of the Servicer or (ii) the ability of the Servicer to perform its obligations under the Sale and Servicing Agreement.

Maximum Principal Payment: With respect to the Notes and (i) any Payment Date during the Managed Amortization Period, the Net Principal Collections and (ii) any Payment Date during the Rapid Amortization Period, 100% of the Principal Collections relating to such Payment Date.

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

for such Payment Date and (v) the Credit Risk Manager Fee for such Payment Date, and the denominator of which is the sum of the Outstanding Amount and the Additional Balance Contributed Amount for such Payment Date, multiplied by a fraction, the numerator of which is 360 and the denominator of which is the actual number of days in the Interest Accrual Period.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.

MERS System: The system of recording transfers of mortgages electronically maintained by MERS.

Minimum Monthly Payment: With respect to any Mortgage Loan and any month, the minimum amount required to be paid by the related Mortgagor in that month.

Moody’s: Moody’s Investors Service, Inc., or its successor in interest.

Mortgage: The mortgage, deed of trust or other instrument creating a junior lien on an estate in fee simple interest in real property securing a Credit Line Agreement.

Mortgage File: The mortgage documents listed in Section 2.01(c) to the Sale and Servicing Agreement pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to the Sale and Servicing Agreement.

Mortgage Loan Schedule: With respect to any date, the schedule of Mortgage Loans included in the Trust on such date. The schedule of Mortgage Loans as of the Cut-Off Date is the schedule set forth in Exhibit A to the Sale and Servicing Agreement, which schedule sets forth as to each such Mortgage Loan, to the extent applicable, (i) the Cut-Off Date Principal Balance, (ii) the Credit Limit, (iii) the Gross Margin, (iv) the Lifetime Rate Cap, (v) the account number, (vi) the current Loan Rate, (vii) the Combined Loan-to-Value Ratio, (viii) a code specifying the property type, (ix) a code specifying documentation type, (x) a code specifying lien position and (xi) whether such Mortgage Loan is a GreenPoint Mortgage Loan or a Terwin Mortgage Loan. The Mortgage Loan Schedule will be deemed to be amended from time to time to reflect Additional Balances and Eligible Substitute Mortgage Loans.

Mortgage Loans: The mortgage loans consisting solely of adjustable-rate home equity revolving credit line loans under the Credit Line Agreements, including any Additional Balances with respect thereto, that are transferred to the Trust and assigned to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement, together with the Related Documents, exclusive of mortgage loans that are retransferred to the related Seller from time to time pursuant to Sections 2.03 or 2.06 of the Sale and Servicing Agreement as from time to time are held as a part of the Trust. The Mortgage Loans originally so held are identified in the Mortgage Loan Schedule delivered on the Closing Date. The Mortgage Loans shall also include any Eligible Substitute Mortgage Loans substituted by the related Seller for a Defective Mortgage Loan pursuant to Sections 2.03 and 2.06 of the Sale and Servicing Agreement.

Mortgaged Property: The underlying property, including any real property and improvements thereon, securing a Mortgage Loan.

Mortgagor: The obligor on a Credit Line Agreement.

Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan, Liquidation Proceeds net of Liquidation Expenses; provided, that Net Liquidation Proceeds shall not be an amount less than zero.

Net Principal Collections: The excess of (x) Principal Collections over (y) the sum of (A) the aggregate amount of all Additional Balances arising during the related Collection Period plus (B) the Additional Balance Contributed Amount outstanding as of the opening of business on the related Payment Date; provided, however, that in no event will Net Principal Collections be less than zero with respect to any Payment Date.

Note: A Class A Note, but not any Residual Certificate.

Note Rate: (A) For the first Interest Accrual Period, 1.53% and (B) for any Interest Accrual Period thereafter, the lesser of the Formula Note Rate and the Maximum Rate.

Note Owner: With respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, with respect to a Definitive Note, the registered owner of such Definitive Note.

Note Paying Agent: The Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuer to make payments to and distributions from the Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

Note Principal Balance: With respect to the Notes and as of any time of determination, the Original Note Principal Balance, less any amounts actually distributed as principal to the Notes on all prior Payment Dates.

Note Register: As defined in Section 2.3 of the Indenture.

Note Registrar: As defined in Section 2.3 of the Indenture.

Officer’s Certificate: A certificate signed by any Authorized Officer of a Person that complies with the applicable requirements of Section 11.1 of the Indenture.

Opinion of Counsel: One or more opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Issuer and, if addressed to the Insurer, satisfactory to such party, and which shall comply with any applicable requirements of Section 11.1 of the Indenture, and if addressed to the Insurer, shall be satisfactory to such party; provided, that any opinion relating to matters of federal, state or local taxation must be provided by independent, outside counsel.

Optional Redemption Date: The date on which the Optional Redemption Holder is able to exercise its right of optional redemption of the Notes pursuant to Section 10.1 of the Indenture or Section 7.01(b) of the Sale and Servicing Agreement.

Optional Redemption Holder: Either the holder of the majority interest in the Class B Certificates or the holder of the majority interest in the Class G Certificates, as applicable, as set forth in Section 7.01(b) of the Sale and Servicing Agreement.

Original Note Principal Balance: $226,987,000.

Original Pool Balance: $233,646,383.

Outstanding: As of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Note Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee); and

(iii) Notes in exchange for or in lieu of other Notes that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that Notes which have been paid with proceeds of the Policy shall continue to remain Outstanding for purposes of the Indenture until the Insurer has been paid as subrogee under the Insurance Agreement or the Insurer has been reimbursed pursuant to the Insurance Agreement, as evidenced by a written notice from the Insurer delivered to the Indenture Trustee, and the Insurer shall be deemed to be the Holder thereof to the extent of any payments thereon made by the Insurer; provided, further, that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Sponsor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee either actually knows to be so owned or has received written notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Sponsor or any Affiliate of any of the foregoing Persons.

Outstanding Amount: With respect to any date of determination, the Note Principal Balance of the Notes outstanding as of such date of determination.

Overcollateralization Amount: With respect to the Notes and as of any Payment Date, the excess, if any, of (x) the Pool Balance as of such Payment Date (after application of any principal payments on such date) over (y) the sum of (1) the Outstanding Amount and (2) any Additional Balance Contributed Amount as of such Payment Date (after taking into account any reductions to such Outstanding Amount resulting from payments made pursuant to clauses (vii) and (viii) of Section 8.7(b) of the Indenture on such Payment Date).

Overcollateralization Deficiency Amount: With respect to the Notes and any Payment Date, the excess, if any, of (i) the Specified Overcollateralization Amount applicable to such Payment Date over (ii) the Overcollateralization Amount applicable to such Payment Date.

Overcollateralization Deficit: With respect to the Notes and any Payment Date, the amount, if any, by which (a) the sum of (1) the Outstanding Amount, after taking into account the payment to the Noteholders of the Principal Payment Amount pursuant to Section 8.7(b)(vii) of the Indenture on such Payment Date and (2) solely during the Managed Amortization Period, any Additional Balance Contributed Amount for such Payment Date, exceeds (b) the Pool Balance as of such Payment Date.

Overcollateralization Reduction Amount: With respect to the Notes and any Payment Date, (i) during the Managed Amortization Period, the excess, if any, of (x) the Overcollateralization Amount over (y) the Specified Overcollateralization Amount assuming that the Maximum Principal Payment had been distributed to the Noteholders on such Payment Date and (ii) during the Rapid Amortization Period, zero.

Owner Trustee: Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity, but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder.

Owner Trustee Fee: A monthly fee which is separately agreed to between the Servicer and the Owner Trustee and is payable to the Owner Trustee.

Payment Date: The fifteenth day of each month, or if such day is not a Business Day, then the next Business Day, beginning in August 2004.

Percentage Interest: As to any Note, the percentage obtained by dividing the principal denomination of such Note by the aggregate of the principal denominations of all Notes. As to any Residual Certificate, the percentage set forth on the face of such Residual Certificate.

Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Policy: The certificate guaranty insurance policy No. AB0772BE and any endorsement thereto, with respect to the Notes, dated June 29, 2004, issued by the Insurer to the Indenture Trustee for the benefit of the Noteholders.

Policy Payment Account: As defined in Section 8.5(c) of the Indenture.

Pool: The pool of Mortgage Loans held by the Issuer including any Eligible Substitute Mortgage Loan delivered in the replacement thereof.

Pool Balance: With respect to any date, the aggregate of the Principal Balances of all of the Mortgage Loans as of such date.

Pool Delinquency Rate: With respect to any Collection Period, the fraction, expressed as a percentage, equal to (x) the aggregate Principal Balances of all Mortgage Loans that are 60 or more days delinquent (including all foreclosures, Mortgage Loans in bankruptcy and REO properties) as of the close of business on the last day of such Collection Period over (y) the Pool Balance as of the close of business on the last day of such Collection Period.

Pool Factor: A seven-digit decimal which the Servicer shall compute monthly expressing the Note Principal Balance as of each Payment Date (after giving effect to any distribution of principal on such Payment Date) as a proportion of the Original Note Principal Balance. On the Closing Date, the Pool Factor will be 1.0000000. Thereafter, the Pool Factor shall decline to reflect reductions in the Note Principal Balance resulting from distributions of principal to the Notes.

Pool Loss Rate: With respect to any Collection Period, the fraction, expressed as a percentage, equal to (x) the aggregate amount of Realized Losses since the Cut-Off Date as of the close of business on the last day of such Collection Period over (y) the Pool Balance as of the close of business on the last day of such Collection Period.

Predecessor Note: With respect to any particular Note, every previous Note evidencing all or a portion of the same interest as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.4 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Preference Amount: As defined in the Policy.

Preference Claim: As defined in Section 5.13(b) of the Indenture.

Premium Amount: With respect to the Notes and as to any Payment Date, the product of (x) the Premium Percentage, (y) the Outstanding Amount after giving effect to any distributions of principal to be made on such Payment Date and (z) the fraction, expressed as a percentage, the numerator of which is the number of days elapsed from the last Payment Date to the related Payment Date and the denominator of which is 360.

Premium Percentage: As defined in the Insurance Agreement.

Prime Rate: The interest rate entitled “Prime Rate” in the published Money Rates table of The Wall Street Journal.

Principal Balance: As of any date and with respect to any Mortgage Loan other than a Liquidated Mortgage Loan, and as of any date, the related Cut-Off Date Principal Balance, plus (i) any Additional Balance in respect of such Mortgage Loan, minus (ii) all collections

credited as principal against the principal balance of any such Mortgage Loan in accordance with the related Credit Line Agreement prior to such day. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan immediately prior to the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter.

Principal Collections: With respect to any Payment Date, the sum of (a) all payments by or on behalf of Mortgagors and any other amounts constituting principal (including, but not limited to, any amounts allocated to principal for such Collection Period that are received after such Collection Period but on or prior to the 8^th Business Day prior to the related Payment Date (less any comparable amounts received during such Collection Period and included in Principal Collections for the prior Payment Date), Substitution Amounts, any Recoveries and any portion of Insurance Proceeds, Net Liquidation Proceeds or amounts to be deposited to the Distribution Account pursuant to Section 7.01 of the Sale and Servicing Agreement that are applicable to principal, in each case as allocable to principal of the applicable Mortgage Loan, but excluding Foreclosure Profits) collected by the Servicer under the related Mortgage Loans during the related Collection Period and (b) the principal portion of (i) the Loan Purchase Price for any Mortgage Loan repurchased by the related Seller during the related Collection Period and (ii) the Redemption Price in connection with any optional redemption of the Notes during the related Collection Period. The terms of the related Credit Line Agreement shall determine the portion of each payment in respect of a Mortgage Loan that constitutes principal or interest.

Principal Payment Amount: With respect to the Notes and on any Payment Date, the excess, if any, of (x) the Maximum Principal Payment over (y) the Overcollateralization Reduction Amount.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

Purchase Price: With respect to any Additional Balance, at least 100% of the principal balance of such Additional Balance.

Rapid Amortization Event: Any of those “Rapid Amortization Events” described in Section 12.1 of the Indenture.

Rapid Amortization Period: With respect to the Notes, the period which immediately follows the end of the Managed Amortization Period.

Rating Agency: Each of Moody’s and Standard & Poor’s. If such agency or a successor is no longer in existence, “Rating Agency” shall be such statistical credit rating agency, or other comparable Person, designated by the Sponsor and the Insurer, notice of which designation shall be given to the Indenture Trustee. References in any Basic Document to the highest short term unsecured rating category of a Rating Agency shall means A-1+ or better in the case of Standard & Poor’s and P1 or better in the case of Moody’s, and in the case of any other Rating Agency shall mean the ratings such other Rating Agency deems equivalent to the foregoing ratings. References in any Basic Document to the highest long-term rating category of a Rating Agency shall mean “AAA” in the case of Standard & Poor’s and “Aaa” in the case of

Moody’s, and in the case of any other Rating Agency, the rating such other Rating Agency deems equivalent to the foregoing ratings.

Realized Loss Allocated Amount: With respect to any Payment Date, an amount equal to Realized Losses on the Mortgage Loans incurred during the prior Collection Period multiplied by a fraction the numerator of which is the Class Principal Balance of the Class G Certificates immediately prior to such Payment Date and the denominator of which is the sum of the Class Principal Balances of the Class G and Class B Certificates immediately prior to such Payment Date.

Realized Losses: For any Payment Date will equal the positive difference between (i) the Principal Balances of all Mortgage Loans that were liquidated during the related Collection Period and (ii) the principal portion of Net Liquidation Proceeds of such Mortgage Loans.

Recordation Event: Any of (i) the long-term senior unsecured debt rating of GreenPoint Bank (or any successor in interest thereto) no longer being rated at least “BBB-” by Standard & Poor’s and “Baa3” by Moody’s, (ii) the resignation of GreenPoint Mortgage Funding, Inc., as Servicer, (iii) the occurrence of an Event of Servicing Termination, (iv) the failure of GreenPoint Bank (or any successor in interest thereto) to maintain the capital standards established for “well capitalized” institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, or (v) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Issuer; provided, that any Recordation Event may be waived by the Insurer by its providing written notice of such waiver to the Servicer and the Indenture Trustee; and (vi) at the written request of the Insurer to the Indenture Trustee to record Assignments of Mortgages because the Insurer has determined, in the exercise of its reasonable judgment, that such recordation is necessary to protect the Insurer’s interest with respect to such Mortgage Loans because (a) a Material Adverse Change with respect to the Servicer has occurred, (b) the Insurer has been so advised by counsel as a result of a change that occurred after the Closing Date in applicable law or the interpretation thereof or (c) with respect to a particular Mortgage Loan, the insolvency of the related Mortgagor.

Record Date: The Business Day immediately preceding the related Payment Date; provided, however, that following the date on which Definitive Notes are available, the Record Date for the Notes shall be the last Business Day of the calendar month preceding the month in which the related Payment Date occurs.

Recoveries: With respect to any Payment Date and Mortgage Loan that becomes a Liquidated Mortgage Loan prior to the Collection Period relating to such Payment Date, all amounts received in respect of principal on such Liquidated Mortgage Loan for such Payment Date, net of reimbursable expenses in respect thereof.

Redemption Date: In the case of the redemption of the Notes pursuant to Section 10.1 of the Indenture, the Payment Date specified by the Optional Redemption Holder pursuant to Section 7.01(b) of the Sale and Servicing Agreement.

Redemption Price: In the case of a redemption of the Notes pursuant to Section 10.1 of the Indenture, an amount equal to the sum of (i) the unpaid principal amount of the then Outstanding Amount of the Notes, plus accrued and unpaid interest thereon to but excluding the Redemption Date, (ii) any outstanding, Reimbursement Amount, and (iii)(a) if the Optional Redemption Holder is the Class B Certificateholder, the Class Principal Balance of the Class G Certificates or (b) if the Optional Redemption Holder is the Class G Certificateholder, the Class Principal Balance of the Class B Certificates.

Reimbursement Amount: As of any Payment Date with respect to the Notes, the sum of (x)(i) all Insured Payments made pursuant to the Policy by the Insurer and in each case not previously repaid to the Insurer pursuant to Section 8.7(b)(ix) of the Indenture, plus (ii) interest accrued on each such payment made pursuant to the Policy not previously repaid calculated at the Late Payment Rate from the date the Indenture Trustee received the related Insured Payments and (y)(i) any other amounts then due and owing to the Insurer under the Insurance Agreement, plus (ii) interest on such amounts at the Late Payment Rate.

Related Documents: As defined in Section 2.01(c) of the Sale and Servicing Agreement.

Relief Act Shortfall: Shortfalls in interest collections resulting from the application of the Servicemembers Civil Relief Act or similar state laws.

REO: A Mortgaged Property acquired by the Servicer or any sub-servicer on behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Residual Certificates: As defined in Section 1.1 of the Trust Agreement.

Residual Certificateholder or Certificateholder: Any holder of a Residual Certificate.

Responsible Officer: When used with respect to the Indenture Trustee, any Vice President, Assistant Vice President, Trust Officer, Assistant Secretary, and, also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the Indenture and when used with respect to the Owner Trustee, any officer of the Owner Trustee at its Corporate Trust Office who has direct responsibility for the administration of the Trust Agreement, and, also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the Trust Agreement.

SAIF: The Savings Association Insurance Fund, as from time to time constituted, created under the Financial Institutions Reform, Recovery and Enhancement Act of 1989, or if at any time after the execution of the Indenture, the Savings Association Insurance Fund is not existing and performing duties now assigned to it, the body performing such duties on such date.

Sale and Servicing Agreement: The Sale and Servicing Agreement, dated as of June 1, 2004, by and among the Issuer, the Sponsor, the Sellers, the Servicer and the Indenture Trustee, as the same may be amended or supplemented from time to time.

SEC: The Securities and Exchange Commission and any successor thereto.

Sellers: GreenPoint Mortgage Funding, Inc., a New York corporation, and Terwin Advisors LLC, a Delaware limited liability company, each in its capacity as a Seller pursuant to the Sale and Servicing Agreement.

Servicer: GreenPoint Mortgage Funding, Inc., a New York corporation, any successor thereto and, after its termination or resignation as Servicer, any successor.

Servicer Remittance Date: With respect to any Payment Date, the second calendar day preceding such Payment Date, or if such second calendar day is not a Business Day, the Business Day immediately preceding such second calendar day.

Servicing Certificate: A certificate completed and executed by a Servicing Officer in accordance with Section 4.01 of the Sale and Servicing Agreement.

Servicing Fee: With respect to any Payment Date and the Mortgage Loans, the amount equal to the aggregate, for each Mortgage Loan, of the product of (a) the Servicing Fee Rate and (b) a fraction, the numerator of which is the amount of interest received for such Mortgage Loan for such Payment Date and the denominator of which is the Loan Rate for such Mortgage Loan for such Payment Date.

Servicing Fee Rate: 0.50% per annum.

Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Indenture Trustee (with a copy to the Insurer) by the Servicer on the Closing Date, as such list may be amended from time to time.

Six Month Rolling Delinquency Rate: As of any Payment Date beginning with the sixth Payment Date, a number equal to the average of the Pool Delinquency Rates for each of the six immediately preceding Collection Periods.

Specified Overcollateralization Amount: With respect to any Payment Date, the amount equal to the greatest of: (I) (i) prior to the Stepdown Date, the greater of (a) 90% of the Principal Balance of Mortgage Loans which are 180 or more days Delinquent as of the close of business of the last day of the related Collection Period plus 2.85% of the Initial Pool Balance and (b) the Step-Up Overcollateralization Amount and (ii) on or after the Stepdown Date the greater of: (x) the lesser of (1) 2.85% of the Initial Pool Balance and (2) 5.70% of the Pool Balance as of the current Payment Date and (y) the Step-Up Overcollateralization Amount; (II) 0.50% of the Initial Pool Balance; and (III) the sum of the Principal Balances of the Mortgages Loans with the three largest Principal Balances immediately prior to such Payment Date; provided, however, that no reduction in clause (I)(ii) shall occur unless (i) the aggregate cumulative Liquidation Loss Amounts with respect to the Pool as a percentage of the Initial Pool

Balance are less than (A) with respect to the first Payment Date to and but not including the 48^th Payment Date, 3.00% and (B) with respect to the 48th Payment Date each Payment Date and thereafter, 3.50% and (ii) the Three Month Rolling Delinquency Rate for such Payment Date is less than (x) 3.75% for each Payment Date on or prior to the 40^th Payment Date and(y) 5.00% for each Payment Date thereafter.

Sponsor: GreenPoint Mortgage Securities LLC or any successor in interest thereto.

Sponsor Promissory Note: The promissory note in the form of Exhibit E to the Sale and Servicing Agreement.

Step-Up Overcollateralization Amount: If the aggregate cumulative Liquidation Loss Amounts as a percentage of the Initial Pool Balance exceed the following percentages on the specified Payment Dates,

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

the Step-Up Overcollateralization Amount will equal (a) 6.00% of the Initial Pool Balance, prior to the Stepdown Date and (b) on or after the Stepdown Date, the lesser of (x) 6.00% of the Initial Pool Balance and (y) 12.00% of the Pool Balance as of current Payment Date. Otherwise, the Step-Up Overcollateralization Amount is zero.

Standard & Poor’s: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor in interest.

Stepdown Date: With respect to the Notes, the later to occur of (a) the 30^th Payment Date and (b) the first Payment Date on which the Pool Balance has been reduced to 50% or less of the Original Pool Balance.

Substitute Cut-Off Date: With respect to any Eligible Substitute Mortgage Loan, the opening of business on the first day of the calendar month in which such Eligible Substitute Mortgage Loan is conveyed to the Trust.

Substitution Amounts: In connection with the delivery of any Eligible Substitute Mortgage Loan, if the outstanding principal amount of such Eligible Substitute Mortgage Loan as of the applicable Substitute Cut-Off Date is less than the related Principal Balance of the Mortgage Loan being replaced as of such Substitute Cut-Off Date, an amount equal to such difference together with accrued and unpaid interest on such amount calculated at the Loan Rate net of the Servicing Fee, if any, of the Mortgage Loan being replaced.

Termination Date: The latest of (i) the termination of the Policy and the return of the Policy to the Insurer for cancellation, (ii) the date on which the Insurer shall have received all amounts due and owing to the Insurer under the Insurance Agreement and (iii) the date on which the Indenture Trustee shall have received payment and performance of all Indenture Trustee Issuer Secured Obligations.

Terwin Eligible Substitute Mortgage Loan: An Eligible Substitute Mortgage Loan transferred to the Trust that was originated or acquired by Terwin Advisors LLC.

Terwin Mortgage Loan: A Mortgage Loan transferred to the Trust and assigned to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement that was originated or acquired by Terwin Advisors LLC.

Three Month Rolling Delinquency Rate: As of any Payment Date beginning with the third Payment Date, a number equal to the average of the Pool Delinquency Rates for each of the three immediately preceding Collection Periods.

Transfer Date: With respect to each Eligible Substitute Mortgage Loan, the date on which such Eligible Substitute Mortgage Loan shall have been transferred to the Trust.

Trust Agreement: The Trust Agreement, dated as of June 1, 2004, by and between the Sponsor and the Owner Trustee, as the same may be amended and supplemented from time to time.

Trust Property: All property and proceeds conveyed pursuant to Section 2.01 of the Sale and Servicing Agreement, and certain other rights under that Agreement.

Twelve Month Rolling Cumulative Loss Rate: As of any Payment Date beginning with the twelfth Payment Date, a number equal to the average of the related Pool Loss Rates for each of the twelve immediately preceding Collection Periods.

UCC: Unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

EXHIBIT A

[Form of Class A Note]

GREENPOINT HOME EQUITY LOAN TRUST 2004-3 CLASS A NOTE

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

Unless this Class A Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Class A Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

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

GREENPOINT HOME EQUITY LOAN TRUST 2004-3

CLASS A VARIABLE RATE ASSET BACKED NOTES

GreenPoint Home Equity Loan Trust 2004-3, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [                                    ] ($[                    ]), such amount payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[                    ] and the denominator of which is $[                    ] by (ii) the aggregate amount, if any, payable from the Distribution Account in respect of principal on the Notes pursuant to Section 8.7 of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Payment Date in [            ] (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum provided in the Indenture on each Payment Date on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date). Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from the Closing Date. Interest will be computed on the basis of the actual number of days elapsed in a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

The Notes are entitled to the benefits of a certificate guaranty insurance policy (the “Policy”) issued by Ambac Assurance Corporation (the “Insurer”), pursuant to which the Insurer has unconditionally guaranteed payments of the Insured Amounts with respect to the Notes on each Payment Date and Preference Amounts, all as more fully set forth in the Policy.

For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will treat the Notes as indebtedness of the Sponsor and hereby instructs the Indenture Trustee to treat the Notes as indebtedness of the Sponsor for federal and state tax reporting purposes. Each Noteholder by acceptance of a Note (and each owner of a beneficial interest in a Note by acceptance of such beneficial interest) agrees to treat the Notes for federal income, state and local income and franchise and any other income taxes as indebtedness of the Sponsor.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Sponsor, the Sellers, the Servicer, the Indenture Trustee, or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in

A-1-2

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

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A Variable Rate Asset Backed Notes, issued under an Indenture dated as of June 1, 2004 (such agreement, as supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture.

All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. If any such terms are not defined in the Indenture, as supplemented or amended, then such terms shall have the meanings assigned to them in or pursuant to the Trust Agreement dated as of June 1, 2004 (such trust agreement, as supplemented or amended is herein called the “Trust Agreement”), between GreenPoint Mortgage Securities LLC, as sponsor, and Wilmington Trust Company, as Owner Trustee (the “Owner Trustee,” which term includes any successor Owner Trustee under the Trust Agreement), as so supplemented or amended.

The Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Notes will be payable, pro rata, on each Payment Date in an amount described in the Indenture. “Payment Date” means the fifteenth (15^th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing in August 2004. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, on the date on which a Rapid Amortization Event as described in Section 5.1 shall have occurred and be continuing, the

A-1-3

Insurer (so long as there is no continuing Insurer Default) shall have the right among others to direct the Indenture Trustee to sell or liquidate the Mortgage Loans as provided in Section 12.1 of the Indenture and pay such amounts to the Holders of the Notes. All principal payments on the Notes shall be made pro rata to the Holders of the Notes entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer (or upon the request of a Holder holding Notes having denominations aggregating at least $1,000,000 and received by the Indenture Trustee at least five Business Days prior to the related Record Date, by check or money order or otherwise) to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Note registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Any check or money order shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the office designated by the Indenture Trustee for such purposes located in The City of New York.

The Issuer shall pay interest on overdue installments of interest at the Note Rate to the extent lawful.

As provided in the Indenture, the Notes may be redeemed pursuant to Section 10.1 of the Indenture, in whole, but not in part, at the option of the holder of the majority interest in the Class B Certificates (with the consent of the Insurer under certain circumstances), on any Payment Date occurring after the end of a Collection Period on which the outstanding Pool Balance on such Payment Date is less than or equal to 10% of the Original Pool Balance. If the holder of the majority interest in the Class B Certificates does not exercise such option, then the Notes may be redeemed pursuant to Section 10.1 of the Indenture, in whole, but not in part, at the option of the holder of the majority interest in the Class G Certificates (with the consent of the Insurer under certain circumstances), on any Payment Date occurring after the end of a Collection Period on which the outstanding Pool Balance on such Payment Date is less than or equal to 2% of the Original Pool Balance.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to

A-1-4

the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Notes Transfer Agents Medallion Program (“Stamp”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Sponsor, the Sellers, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any owner, beneficiary, agent, officer, director or employee of the Sponsor, the Sellers, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Sponsor, the Sellers, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Sponsor, the Sellers, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture and the Trust Agreement that such Noteholder will not at any time institute against the Sponsor, or the Issuer or join in any institution against the Sponsor, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Trust Agreement, the Indenture or the Basic Documents.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

A-1-5

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Note under the Indenture at any time by the Issuer with the consent of the Insurer and of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder but with the consent of the Insurer.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture or the Trust Agreement.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note, the Trust Agreement and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Trust Agreement or the Indenture and no provision of this Note, the Trust Agreement or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Trust Agreement, the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the interests of the Issuer in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents in the case of a Rapid Amortization Event with respect to the Notes under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

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

Date: June     , 2004	GREENPOINT HOME EQUITY LOAN TRUST 2004-3
	By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
	By:
		Name:
		Title:

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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

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

A-1-8

EXHIBIT B

FORM OF OPINION OF COUNSEL

B-1

EXHIBIT C

FORM OF CERTIFICATION TO BE PROVIDED TO

GREENPOINT HOME EQUITY LOAN TRUST 2004-3 BY THE INDENTURE TRUSTEE

GreenPoint Home Equity Loan Trust 2004-3 (the “Trust”)

Variable Rate Asset Backed Notes

U.S. Bank National Association (the “Indenture Trustee”) hereby certifies to GreenPoint Mortgage Securities LLC (the “Sponsor”), and each Person, if any, who “controls” the Sponsor within the meaning of the Securities Act of 1933, as amended, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

1. The Indenture Trustee has reviewed the annual report on Form 10-K for the fiscal year [        ], and all reports on Form 8-K containing distribution reports filed in respect of periods included in the year covered by that annual report, of the Sponsor relating to the Trust;

2. Subject to paragraph 4 hereof, based solely upon the information provided to the Indenture Trustee by the Servicer, and assuming the accuracy and completeness of the information supplied to the Indenture Trustee by the Servicer, the Distribution Information contained in the distribution reports referred to in item 1 above, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact required by the Indenture to be included therein and necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report;

3. Based on the Indenture Trustee’s knowledge, the Distribution Information required to be provided by the Indenture Trustee under the Indenture, dated as of June 1, 2004, between the Trust and the Indenture Trustee, is included in these reports; and

4. In compiling the Distribution Information and making the foregoing certifications, the Indenture Trustee has relied upon information furnished to it by the Servicer in accordance with the Sale and Servicing Agreement. The Indenture Trustee shall have no responsibility or liability for any inaccuracy in such reports on Form 8-K to the extent such inaccuracy results from information received from the Servicer.

For purposes of this certification, “Distribution Information” shall mean that information reported by the Indenture Trustee for each Payment Date during the related fiscal year pursuant to clauses (i) through (xxvi) of Section 8.8 of the Indenture.

Capitalized terms used but not otherwise defined herein, shall have the meanings assigned thereto in Annex A to the Indenture.

C-1

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

C-2

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Dated:	By:
	Name:
	Title:

C-3

EX-4.2

Exhibit 4.2

GREENPOINT MORTGAGE SECURITIES LLC,

Sponsor,

GREENPOINT MORTGAGE FUNDING, INC.,

Seller and Servicer,

TERWIN ADVISORS LLC,

Seller,

GREENPOINT HOME EQUITY LOAN TRUST 2004-3,

Issuer,

U.S. BANK NATIONAL ASSOCIATION,

Indenture Trustee,

and

THE MURRAYHILL COMPANY,

Credit Risk Manager

SALE AND SERVICING AGREEMENT

Dated as of June 1, 2004

Variable Rate Asset-Backed Notes

Series 2004-3

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitional Provisions	2
Section 1.03.	Interest Calculations	2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF NOTES; TAX TREATMENT		2
Section 2.01.	Conveyance of Mortgage Loans; Retention of Obligation to Fund Advances Under Credit Line Agreements	2
Section 2.02.	Further Encumbrance of Trust Property	7
Section 2.03.	Acceptance by Indenture Trustee; Certain Substitution of Mortgage Loans	8
Section 2.04.	Representations and Warranties Regarding GreenPoint, the Servicer and the Sponsor	9
Section 2.05.	Representations and Warranties Regarding Terwin Advisors	12
Section 2.06.	Representations and Warranties of the Sellers Regarding the Mortgage Loans; Removal of Certain Mortgage Loans	13
Section 2.07.	Covenants of the Sponsor	38
Section 2.08.	[Reserved]	39
Section 2.09.	Execution and Authentication of Notes	39
Section 2.10.	Tax Treatment	39
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS		39
Section 3.01.	The Servicer	39
Section 3.02.	Collection of Certain Mortgage Loan Payments; Remittances	41
Section 3.03.	Withdrawals from the Distribution Account	43
Section 3.04.	Maintenance of Hazard Insurance; Property Protection Expenses	44
Section 3.05.	Assumption and Modification Agreements	44
Section 3.06.	Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans	45
Section 3.07.	Indenture Trustee to Cooperate	46
Section 3.08.	Servicing Compensation; Payment of Certain Expenses by Servicer	47
Section 3.09.	Annual Statement as to Compliance	47
Section 3.10.	Annual Servicing Report	47
Section 3.11.	Annual Opinion of Counsel	48
Section 3.12.	Access to Certain Documentation and Information Regarding the Mortgage Loans	48

i

Section 3.13.	Maintenance of Certain Servicing Insurance Policies	48
Section 3.14.	Reports to the SEC	49
Section 3.15.	Tax Returns	49
Section 3.16.	Information Required by the Internal Revenue Service Generally and Reports of Foreclosures and Abandonments of Mortgaged Property	50
Section 3.17.	Reporting Requirements	50
Section 3.18.	Matters Relating to MERS Loans	50
Section 3.19.	Additional Balance Payments	51
Section 3.20.	Sponsor Promissory Note	51
Section 3.21.	Duties and Removal of the Credit Risk Manager	52
ARTICLE IV SERVICING CERTIFICATE		52
Section 4.01.	Servicing Certificate	52
Section 4.02.	Reserved	54
Section 4.03.	Reserved	54
Section 4.04.	Loan Data Remittance Report	54
ARTICLE V THE SERVICER AND THE SPONSOR		54
Section 5.01.	Liability of the Servicer and the Sponsor	54
Section 5.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Sponsor	54
Section 5.03.	Limitation on Liability of the Servicer and Others	54
Section 5.04.	Servicer Not to Resign	55
Section 5.05.	Delegation of Duties	56
Section 5.06.	Indemnification of the Trust by the Servicer	56
Section 5.07.	Indemnification of the Trust by the Sponsor	56
Section 5.08.	Limitation on Liability of the Sponsor	57
Section 5.09.	Limitation on Liability of the Credit Risk Manager	57
ARTICLE VI SERVICING TERMINATION		58
Section 6.01.	Events of Servicing Termination	58
Section 6.02.	Indenture Trustee to Act; Appointment of Successor	61
Section 6.03.	Notification to Noteholders and Residual Certificateholders	62
ARTICLE VII TERMINATION		62
Section 7.01.	Termination	62
ARTICLE VIII ADMINISTRATIVE DUTIES OF THE SERVICER		63
Section 8.01.	Administrative Duties	63
Section 8.02.	Records	65
Section 8.03.	Additional Information to be Furnished to the Issuer	65
ARTICLE IX MISCELLANEOUS PROVISIONS		65
Section 9.01.	Amendment	65
Section 9.02.	Recordation of Agreement	67

ii

Section 9.03.	Limitation on Rights of Noteholders	67
Section 9.04.	Governing Law	68
Section 9.05.	Notices	68
Section 9.06.	Severability of Provisions	69
Section 9.07.	Assignment	69
Section 9.08.	Third-Party Beneficiaries	69
Section 9.09.	Counterparts	69
Section 9.10.	Effect of Headings and Table of Contents	69
Section 9.11.	Insurance Agreement	69
Section 9.12.	Nonpetition Covenant	69
Section 9.13.	Limitation of Liability of Wilmington Trust Company	69

EXHIBITS AND SCHEDULES
EXHIBIT A:	MORTGAGE LOAN SCHEDULE	A-1
EXHIBIT B:	FORM OF OPINION OF COUNSEL	B-1
EXHIBIT C-1:	FORM OF OFFICER’S CERTIFICATE: PERMANENT RELEASE	C-1
EXHIBIT C-2:	FORM OF OFFICER’S CERTIFICATE: TEMPORARY RELEASE	C-2
EXHIBIT D:	FORM OF CREDIT LINE AGREEMENT	D-1
EXHIBIT E:	FORM OF NON-NEGOTIABLE GREENPOINT MORTGAGE SECURITIES LLC PROMISSORY NOTE	E-1
EXHIBIT F:	FORM OF CERTIFICATE: LOAN LEVEL REPORTING	F-1
SCHEDULE I:	EARLY PAYMENT DEFAULT SCHEDULE: GREENPOINT MORTGAGE LOANS	I-1
SCHEDULE II:	EARLY PAYMENT DEFAULT SCHEDULE: TERWIN MORTGAGE LOANS	II-1

iii

SALE AND SERVICING AGREEMENT, dated as of June 1, 2004, (the “Agreement”) among GREENPOINT HOME EQUITY LOAN TRUST 2004-3, a Delaware statutory trust (the “Issuer” or “Trust”), GREENPOINT MORTGAGE SECURITIES LLC, a Delaware limited liability company (the “Sponsor”), GREENPOINT MORTGAGE FUNDING, INC., a New York corporation (in its capacity as servicer, the “Servicer” or in its capacity as a seller, a “Seller” or “GreenPoint”), TERWIN ADVISORS LLC, a Delaware limited liability company (“Terwin Advisors” or a “Seller” and together with GreenPoint, the “Sellers”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”) and THE MURRAYHILL COMPANY, a Colorado corporation (the “Credit Risk Manager”).

WHEREAS, the Issuer desires to purchase a portfolio of mortgage loans arising in connection with Credit Line Agreements originated or acquired by GreenPoint and Terwin Advisors;

WHEREAS, GreenPoint has sold certain mortgage loans (the “GreenPoint Mortgage Loans”) to Wachovia Bank, National Association who, in turn, sold such mortgage loans to Terwin Advisors;

WHEREAS, Terwin Advisors has acquired certain mortgage loans, other than the GreenPoint Mortgage Loans, (the “Terwin Mortgage Loans”) from various third-party originators and intends to sell Terwin Mortgage Loans and the GreenPoint Mortgage Loans to the Sponsor;

WHEREAS, the GreenPoint Mortgage Loans and Terwin Mortgage Loans consist of certain home equity revolving lines of credit (collectively, the “Mortgage Loans”);

WHEREAS, the Sponsor has purchased such Mortgage Loans from Terwin Advisors and is willing to sell such mortgage loans to the Issuer;

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

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

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. All capitalized terms used in this Agreement and not otherwise defined herein, shall have the meanings assigned thereto in Annex A to the Indenture dated as of June 1, 2004, between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time.

Section 1.02. Other Definitional Provisions.

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

(b) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

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

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF NOTES;

TAX TREATMENT

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

(a) In consideration of the Issuer’s delivery to or upon the order of the Sponsor on the Closing Date of the net proceeds from the sale of the Notes and the Residual Certificates and the other amounts to be distributed from time to time to the Sponsor in accordance with the terms of this Agreement and the Indenture, the Sponsor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, without recourse (subject to Sections 2.03 and 2.06), all of its right, title and interest in and to

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(i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect thereof received after the Cut-Off Date (excluding Interest Collections due or accrued on or prior to the Cut-Off Date); (ii) the Assignment Agreement, to the extent it relates to the Mortgage Loans; (iii) property that secured a Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iv) the Sponsor’s rights under the hazard insurance policies; (v) the Policy; (vi) the Collection Account and the Distribution Account; and (vii) any proceeds of the foregoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of Noteholders, the Residual Certificateholders and the Insurer; provided, however, neither the Indenture Trustee nor the Trust assumes or shall assume the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Indenture Trustee shall be obligated or permitted to fund any such future advances. With respect to the Mortgage Loans, Additional Balances shall be part of the related Principal Balance and are hereby transferred to the Trust on the Closing Date pursuant to this Section 2.01, and therefore part of the Trust Property. On or prior to the Closing Date, the Sponsor shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Noteholders. It is the intention of the Sponsor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Loans and other Trust Property from the Sponsor to the Issuer and that such sale should constitute a valid transfer and assignment of the Mortgage Loans and other Trust Property to the Issuer and the beneficial interest in and title to the Mortgage Loans and the other Trust Property shall not be part of the Sponsor’s estate in the event of the filing of a bankruptcy petition by or against the Sponsor under any bankruptcy law. In the event that, notwithstanding the intent of the Sponsor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.01 for the benefit of the Noteholders, the Residual Certificateholders and the Insurer. Prior to the last day of the related Collection Period preceding the month in which the commencement of the Rapid Amortization Period occurs, to the extent that the Purchase Price of any Additional Balance is greater than the cash consideration paid by the Issuer for such Additional Balance, the difference between such Purchase Price and the amount of such cash consideration shall be deemed to be a loan made to the Issuer by the Sponsor, which shall accrue interest and be payable according to the terms of the Indenture. On the first day of the Collection Period in which the commencement of the Rapid Amortization Period occurs, the outstanding amount of any such loan, together with accrued interest thereon, shall be converted into a capital contribution to the Issuer evidenced by the Class G Certificate. The Purchase Price of any Additional Balance thereafter created and contributed to the Issuer shall be deemed to be a capital contribution made to the Issuer by the Sponsor. To the extent that the Sponsor receives cash consideration for the entire Purchase Price of such Additional Balance on any future date, any corresponding capital contribution that had previously been deemed to have been made to the Issuer by the Sponsor shall be deemed to have been redeemed.

(b) Each of the Servicer and the Sponsor agrees to take or cause to be taken such actions and execute such documents (including, without limitation, the filing of all necessary continuation statements for the UCC-1 financing statements filed in the States of California, Delaware and New York, respectively, which shall have been filed on or as of the Closing Date) describing the Cut-Off Date Principal Balances and Additional Balances and naming (i) in the case of the Cut-Off Date Principal Balances, (A) Terwin Advisors as debtor and the Sponsor as secured party, (B) the Sponsor as debtor and the Issuer as secured party and (ii) in the case of

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Additional Balances, (A) in the case of the Green Point Mortgage Loans, the Servicer as debtor and the Sponsor as secured party and in the case of the Terwin Mortgage Loans, Terwin Advisors as debtor and the Sponsor as secured party, and (B) the Sponsor as debtor and the Issuer as secured party and any amendments to UCC-1 financing statements required to reflect a change in the name or corporate structure of the Issuer, the Servicer, Terwin Advisors or the Sponsor or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Servicer, the Sponsor or Terwin Advisors (within 10 days of any event necessitating such filing) as are necessary to perfect and protect the Noteholders’ and the Insurer’s interests in each Cut-Off Date Principal Balance and Additional Balance and the proceeds thereof (other than maintaining possession by the Custodian of the Mortgage Loans and the Mortgage Files).

(c) In connection with such transfer and assignment, each Seller shall deliver to the Custodian on behalf of the Indenture Trustee the following documents or instruments (each a “Related Document” and together for each Mortgage Loan, the “Mortgage File”) with respect to each Mortgage Loan sold by it to the Sponsor on the Closing Date:

(i) with respect to each Mortgage Loan, the original Credit Line Agreement;

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

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

(iv) for each Mortgage Loan that is not a MERS Mortgage Loan, if applicable, the original intervening assignments, if any (“Intervening Assignments”), with evidence of recording thereon, showing a complete chain of title to the Mortgage from the originator to the related Seller (and endorsed in blank in accordance with clause (ii) above) or, if any such original Intervening Assignment has not been returned from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate of the Sponsor stating that such original Intervening Assignment has been dispatched to the appropriate public recording official for recordation or (ii) in the case of an original

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Intervening Assignment that has been lost, a certificate by the appropriate county recording office where such Mortgage is recorded;

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

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

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

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

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

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

(e) Pursuant to the Custodial Agreement, the Custodian will review each Mortgage File delivered to it and to certify and deliver to the Indenture Trustee on the Closing Date, an initial certification in substantially the form attached to the Custodial Agreement as Exhibit One-A (the “Initial Trust Receipt”) with respect to the Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified on the schedule of exceptions attached to the Initial Trust Receipt as Schedule B (the “Schedule of Exceptions”) as not covered by such Initial Trust Receipt) listed on the Mortgage Loan Schedule.

Within 90 days following delivery of the Mortgage Files to the Custodian pursuant to this Section, the Indenture Trustee shall cause the Custodian to, in accordance with the Custodial Agreement, review each such Mortgage File to ascertain that all required documents set forth in this Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule and in so doing the Custodian may rely on the purported due execution and genuineness of any signature

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thereon. If within such 90-day period the Custodian finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Custodian determines that such Mortgage File is otherwise defective in any material respect, the Custodian shall promptly upon the conclusion of its review notify the Indenture Trustee, the related Seller and the Insurer, and the related Seller shall have a period of 90 days after such notice within which to correct or cure any such defect. Upon the completion of its 90-day review, the Custodian shall also notify the Insurer of any Mortgage File with respect to which it has been delivered any items other than the original recorded Mortgage with respect to Section 2.01(c)(iii).

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

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

(f) The related Seller shall sell, assign, transfer, set over and otherwise convey without recourse to the Indenture Trustee all right, title and interest of such Seller in and to any Eligible Substitute Mortgage Loan delivered to the Indenture Trustee or the Custodian on behalf of the Trust by such Seller pursuant to Section 2.03 or Section 2.06 hereof and all its right, title and interest to principal collected and interest accruing on such Eligible Substitute Mortgage Loan on and after the applicable Substitute Cut-Off Date; provided, however, that such Seller shall reserve and retain all right, title and interest in and to payments of interest due on such Eligible Substitute Mortgage Loan prior to the applicable Substitute Cut-Off Date; provided, further, that neither the Trust nor the Indenture Trustee shall be obligated to fund any future advances to the related Mortgagor under such Eligible Substitute Mortgage Loan.

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

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

Section 2.02. Further Encumbrance of Trust Property.

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

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

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

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

(a) The Indenture Trustee shall, at such time as there are no Notes outstanding and all sums due to (i) the Indenture Trustee or any agent or counsel thereof pursuant to the Indenture, (ii) the Indenture Trustee pursuant to this Agreement and (iii) the Insurer pursuant to the Insurance Agreement have been paid, release any portions of the Trust Property to the Issuer in accordance with the provisions of Sections 2.8 and 8.2 of the Indenture.

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

(c) As to any Eligible Substitute Mortgage Loan, the related Seller shall, if required to deliver any such Eligible Substitute Mortgage Loan, deliver to the Custodian with respect to such Eligible Substitute Mortgage Loan such documents and agreements as are required to be held by the Custodian in accordance with the Custodial Agreement. For any Collection Period during which the related Seller substitutes one or more Eligible Substitute Mortgage Loans, the Servicer shall determine the Substitution Amount which amount shall be deposited by such

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Seller in the Collection Account at the time of substitution. All amounts received in respect of an Eligible Substitute Mortgage Loan during the Collection Period in which the circumstances giving rise to such substitution occur shall not be a part of the Trust and shall not be deposited by the Servicer in the Collection Account. All amounts received by the Servicer during the Collection Period in which the circumstances giving rise to such substitution occur in respect of any Defective Mortgage Loan so removed by the Trust shall be deposited by the Servicer in the Collection Account. Upon such substitution, the Eligible Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the related Seller shall be deemed (i) to have made with respect to such Eligible Substitute Mortgage Loan as of the date of substitution, the related covenants, representations and warranties set forth in Section 2.06 and (ii) to have certified that such Mortgage Loan is an Eligible Substitute Mortgage Loan. The procedures applied by the related Seller in selecting each Eligible Substitute Mortgage Loan shall not be materially adverse to the interests of the Indenture Trustee, the Noteholders or the Insurer.

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

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

(a) GreenPoint in its capacity as Seller and Servicer (the “Company”) represents and warrants to the Indenture Trustee and the Insurer that as of the Closing Date:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The representations and warranties set forth in this Section 2.04(b) shall survive the sale and assignment of the Mortgage Loans to the Trust. Upon discovery of a breach of any

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representations and warranties which materially and adversely affects the interests of the Noteholders or the Insurer, the person discovering such breach shall give prompt written notice to the other parties, and the Insurer. Within 30 days of its discovery or its receipt of notice of breach, or, with the prior written consent of a Responsible Officer of the Indenture Trustee and the Insurer, such longer period specified in such consent, the Sponsor shall cure such breach if such breach is curable and no material adverse effect would result to the Insurer, the Indenture Trustee, the Trust or the Noteholders.

Section 2.05. Representations and Warranties Regarding Terwin Advisors.

Terwin Advisors represents and warrants to the Indenture Trustee, GreenPoint, the Servicer and the Insurer that as of the Closing Date.

(i) Terwin Advisors is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation;

(ii) Terwin Advisors has full limited liability company power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(iii) the execution and delivery by Terwin Advisors of this Agreement have been duly authorized by all necessary action on the part of Terwin Advisors; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Terwin Advisors or its properties or the certificate of formation or operating agreement of Terwin Advisors, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on Terwin Advisors’ ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv) the execution, delivery and performance by Terwin Advisors of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the related Mortgages, powers of attorney or related assignments of Mortgages not yet completed;

(v) this Agreement has been duly executed and delivered by Terwin Advisors and, assuming due authorization, execution and delivery by the Trustee, GreenPoint, the Servicer, the Indenture Trustee, the Issuer and the Sponsor, constitutes a valid and binding obligation of Terwin Advisors enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and

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(vi) there are no actions, litigation, suits or proceedings pending or to the knowledge of Terwin Advisors, threatened against Terwin Advisors before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of Terwin Advisors if determined adversely to Terwin Advisors would reasonably be expected to materially and adversely affect the Seller’s ability to perform its obligations under this Agreement; and Terwin Advisors is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.

The representations and warranties set forth in this Section 2.05 shall survive the sale and assignment of the Terwin Mortgage Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Noteholders or the Insurer, the person discovering such breach shall give written notice within five (5) days of discovery to the other parties and the Insurer. Within 30 days of its discovery or its receipt of notice of breach, or, with the prior written consent of a Responsible Officer of the Indenture Trustee and the Insurer, such longer period specified in such consent, the Company shall cure such breach if such breach is curable and no material adverse effect would result to the Insurer, the Indenture Trustee, the Trust or the Noteholders.

Section 2.06. Representations and Warranties of the Sellers Regarding the Mortgage Loans; Removal of Certain Mortgage Loans.

(a) GreenPoint hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the GreenPoint Mortgage Loans and upon which the Insurer is deemed to rely in issuing the Policy. Such representations and warranties speak as of the execution and delivery of this Agreement, as of the Closing Date with respect to the GreenPoint Mortgage Loans and as of the related Transfer Date with respect to the GreenPoint Eligible Substitute Mortgage Loans, but shall survive the sale, transfer, and assignment of the GreenPoint Mortgage Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture; provided that the weighted averages included in the following representations and warranties do not take into account those GreenPoint Mortgage Loans that do not have a Principal Balance as of the Cut-Off Date:

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

(ii) Each Mortgage Loan is being serviced by the Servicer and is being serviced in compliance with applicable law;

(iii) The applicable Cut-Off Date Principal Balance has not been assigned or pledged, and the Sponsor is the sole owner and holder of such Cut-Off Date Principal Balance, free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature, and has full right and

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authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable GreenPoint Mortgage Loans, to sell, assign or transfer the same pursuant to this Agreement and upon its acquisition of the GreenPoint Mortgage Loans, as of the Closing Date, the Trust will be the sole owner and holder of such Mortgage Loans free and clear of any and all liens claims, encumbrances, participating interests, equities, pledges, charges, or security interests of any nature;

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

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

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

(vii) As of the Closing Date with respect to the GreenPoint Mortgage Loans and the applicable Transfer Date with respect to any GreenPoint Eligible Substitute

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Mortgage Loans, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property;

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

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

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

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

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

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

(xiv) A lender’s policy of title insurance, expressClose.com lender master protection program (standard mortgage guaranty) or a commitment (binder) to issue the same or an attorney’s certificate or opinion of title was effective on the date of the

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origination of each GreenPoint Mortgage Loan and each such policy or certificate or opinion of title is valid and remains in full force and effect;

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

(xvi) As of the Cut-Off Date for the GreenPoint Mortgage Loans no more than approximately .53% of the GreenPoint Mortgage Loans (by Pool Balance) are secured by Mortgaged Properties located in one United States postal zip code;

(xvii) The Combined Loan-to-Value Ratio for each GreenPoint Mortgage Loan was not in excess of 100%;

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

(xix) GreenPoint and the Sponsor have not transferred the GreenPoint Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;

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

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

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

(xxiii) The terms of each related Mortgage Note and each related Mortgage have not been impaired, altered or modified in any respect, except by a written instrument which (if such instrument is secured by real property) has been recorded, if necessary, to protect the interest of the Noteholders and the Insurer and which has been delivered to the

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Indenture Trustee. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule and has been approved by the primary mortgage guaranty insurer, if any;

(xxiv) The definition of “prime rate” in each Credit Line Agreement relating to a GreenPoint Mortgage Loan does not differ materially from the definition in the form of Credit Line Agreement in Exhibit D;

(xxv) The weighted average remaining term to maturity of the GreenPoint Mortgage Loans on a contractual basis as of the Cut-Off Date is approximately 72 months. On each date that the Loan Rates relating to GreenPoint Mortgage Loans have been adjusted, interest rate adjustments on the GreenPoint Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law and all required notices of interest rate adjustments were sent to each Mortgagor on a timely basis. Over the term of each GreenPoint Mortgage Loan, the related Loan Rate may not exceed the related Loan Rate Cap, if any. The Loan Rate Cap for each of the GreenPoint Mortgage Loans is 18.000%. With respect to the GreenPoint Mortgage Loans, the margins range between approximately 0.000% and 6.50% and the weighted average margin is approximately 2.94% as of the Cut-Off Date. The Loan Rates on the GreenPoint Mortgage Loans range between 4.000% and 10.50%, and the weighted average Loan Rate on the GreenPoint Mortgage Loans is approximately 6.94%;

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

(xxvii) No more than approximately 37.65% (by Pool Balance) of the GreenPoint Mortgage Loans are secured by real property improved by individual condominium units, planned development units, manufactured housing or two-to-four family residences erected thereon, and approximately 62.35% (by Pool Balance) of the GreenPoint Mortgage Loans are secured by real property with a one-family residence erected thereon;

(xxviii) As of the Cut-Off Date; 2.04% (by Loan Count) of the GreenPoint Mortgage Loans do not have a Principal Balance;

(xxix) The Credit Limits on the GreenPoint Mortgage Loans range between $7,100 and $500,000 with an average of $61,731.00. The average Credit Limit Utilization Rate of the GreenPoint Mortgage Loans is approximately 88.27%. The Principal Balances on the GreenPoint Mortgage Loans range between $0.00 and $400,000.00 with an average of approximately $51,585.60;

(xxx) With respect to the GreenPoint Mortgage Loans that are second liens, either (A) no consent for each GreenPoint Mortgage Loan was required by the holder of

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the related senior lien, if any, prior to the making of such GreenPoint Mortgage Loan or (B) such consent has been obtained and is contained in the related Mortgage File;

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

(xxxii) As of the Closing Date no GreenPoint Mortgage Loan is the subject of foreclosure proceedings and, to the best of GreenPoint’s knowledge, no obligor of any of the GreenPoint Mortgage Loans has filed for bankruptcy protection. As of the applicable Transfer Date, no GreenPoint Eligible Substitute Mortgage Loan is the subject of foreclosure proceedings and, to the best of GreenPoint’s knowledge, no obligor of any of the GreenPoint Eligible Substitute Mortgage Loans has filed for bankruptcy protection.

(xxxiii) Each GreenPoint Mortgage Loan listed on Schedule I will make its Scheduled Payment for June 2004 within 30 days of the related due date;

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

(xxxv) As of the Closing Date with respect to the GreenPoint Mortgage Loans and the applicable Transfer Date with respect to any GreenPoint Eligible Substitute Mortgage Loan, except for events permissible under Section 3.05 of this Agreement, there is no default, breach, violation or event of acceleration existing under any related Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither GreenPoint nor the Sponsor has waived any default, breach, violation or event of acceleration;

(xxxvi) To the best knowledge of GreenPoint, all parties to the related Mortgage Note and the related Mortgage had legal capacity to execute such Mortgage

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Note and such Mortgage and each related Mortgage Note and such Mortgage has been duly and properly executed by such parties; Each such Mortgage and Mortgage Note is the legal, valid and binding obligation of the related Mortgagor and is enforceable by the Issuer against such Mortgagor in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by law; There is only one originally executed Mortgage Note or Credit Line Agreement and promissory Note, as applicable, for each GreenPoint Mortgage Loan;

(xxxvii) None of the GreenPoint Mortgage Loans represent Mortgage Loans with respect to which the related Mortgagor had a Credit Score of 591 or less at the time of origination or whose Credit Score was unavailable.

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

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

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

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

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

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

(xliv) All amounts received after the Cut-Off Date with respect to the GreenPoint Mortgage Loans to which neither GreenPoint nor the Sponsor are entitled will be deposited into the Collection Account on the Closing Date;

(xlv) Each GreenPoint Mortgage Loan is secured by a property having an appraised value as of origination of $5,350,000 or less;

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

(xlvii) With respect to each GreenPoint Mortgage Loan, the improvements upon each related Mortgaged Property are covered by a valid and existing hazard insurance policy with a carrier generally acceptable to the Servicer that provides for fire and extended coverage representing coverage not less than (a) the Credit Limit of such GreenPoint Mortgage Loan or (b) the maximum insurable value of the related Mortgaged Property;

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

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

(l) As of the Cut-Off Date, no GreenPoint Mortgage Loan is more than 30 days delinquent in payment of principal and interest;

(li) Except for GreenPoint Mortgage Loans that are delinquent for a time period less than that set forth in (l) above, with respect to each GreenPoint Mortgage Loan there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and no event which, with the passage of time or

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with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither GreenPoint, nor any other entity involved in originating or servicing a GreenPoint Mortgage Loan, has waived any default, breach, violation or event of acceleration;

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

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

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

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

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

(lvii) The proceeds of each fixed rate and balloon GreenPoint Mortgage Loan have been fully disbursed and there is no obligation on the part of the mortgagee to make future advances thereunder and any and all requirements as to completion of any on-site or off-site improvements and as to disbursement of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making, closing or

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recording the GreenPoint Mortgage Loans were paid and the related Mortgagor is not entitled to any refund of amounts paid or due under the related Mortgage Note;

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

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

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

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

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

(lxiii) (A) None of the GreenPoint Mortgage Loans are classified as (1) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994 or (2) a “high cost,” “high cost home,” “high risk,” “high risk home,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law and (B) no GreenPoint Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state, federal or local law;

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

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

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

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

(lxviii) Each GreenPoint Mortgage Loan was originated on or after December 10, 2002;

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

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

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

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

(lxxi) Each GreenPoint Mortgage Loan was originated substantially in accordance with GreenPoint’s underwriting criteria, which conform to the related underwriting criteria set forth in the Prospectus Supplement.

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

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

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(lxxiv) With respect to the GreenPoint Mortgage Loans, the related Mortgage Note is not and has not been secured by any collateral, pledged account or other security except the lien of the corresponding Mortgage;

(lxxv) With respect to the GreenPoint Mortgage Loans, each related Mortgage constituting a deed of trust, a trustee, duly qualified under existing law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Noteholders or the Trust to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the related Mortgagor;

(lxxvi) Each related Mortgagor has executed a statement to the effect that such Mortgagor has received all disclosure materials including the notice of the right of cancellation or rescission required by applicable law with respect to the making of the GreenPoint Mortgage Loan and any waiver of any right of cancellation or rescission exercised by such Mortgagor was in accordance with applicable law and is binding on such Mortgagor;

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

(lxxviii) Neither GreenPoint nor the Sponsor have authorized the filing of and neither party is aware of any financing statements against GreenPoint or the Sponsor that include a description of collateral covering the property sold, transferred, assigned, set over and otherwise conveyed from GreenPoint to the Sponsor or from the Sponsor to the Issuer pursuant to this Agreement other than any financing statement relating to the security interest granted to the Issuer hereunder that has not been terminated;

(lxxix) GreenPoint is not aware of any judgment or tax lien filings against it;

(lxxx) With respect to the GreenPoint Mortgage Loans, none of the related Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer;

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

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

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

(lxxxiv) No GreenPoint Mortgage Loan is a “High Cost Loan” or “Covered Loan”, as applicable, as such terms are defined in the Standard & Poor’s LEVELS^® Glossary, Appendix E, in effect as of the Closing Date and no GreenPoint Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

With respect to the representations and warranties set forth in this Section 2.06(a) that are made to the best of GreenPoint’s knowledge or as to which GreenPoint has no knowledge, if it is discovered by GreenPoint, the Servicer, the Insurer, or a Responsible Officer of the Indenture Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related GreenPoint Mortgage Loan then, notwithstanding GreenPoint’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Notwithstanding the foregoing, a breach of any of the representations and warranties set forth in clauses (ii), (xii), the second sentence of (xxv) and (lxiii) through (lxvi) of this Section 2.06(a) will be deemed to materially and adversely affect the value of the related Mortgage Loan.

(b) Terwin Advisors hereby makes the following representations and warranties on which the Issuer is deemed to have relied in acquiring the Terwin Mortgage Loans and upon which the Insurer is deemed to rely in issuing the Policy. Such representations and warranties speak as of the execution and delivery of this Agreement, as of the Closing Date with respect to the Terwin Mortgage Loans and as of the related Transfer Date with respect to the Terwin Eligible Substitute Mortgage Loans, but shall survive the sale, transfer, and assignment of the Terwin Mortgage Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture; provided that the weighted averages included in the following representations and warranties do not take into account those Terwin Mortgage Loans that do not have a Principal Balance as of the Cut-Off Date:

(i) As of the Closing Date with respect to the Terwin Mortgage Loans and as of the related Transfer Date with respect to any Terwin Eligible Substitute Mortgage Loans and, as of the date any Additional Balance in respect of a Terwin Mortgage Loans

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is created, the information set forth in the Mortgage Loan Schedule for such Mortgage Loans is true and correct in all material respects;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xvi) As of the Cut-Off Date for the Terwin Mortgage Loans no more than approximately .16% of the Terwin Mortgage Loans (by Pool Balance) are secured by Mortgaged Properties located in one United States postal zip code;

(xvii) The Combined Loan-to-Value Ratio for each Terwin Mortgage Loan was not in excess of 100%;

(xviii) No selection procedure that identified the Terwin Mortgage Loans as being less desirable or valuable than other comparable mortgage loans acquired by Terwin Advisors was utilized in selecting the Terwin Mortgage Loans for sale to the Trust; provided, however, that the Terwin Mortgage Loans were selected from the pool of mortgage loans underwritten in accordance Terwin Advisors’ underwriting guidelines;

(xix) Terwin Advisors has not transferred the Terwin Mortgage Loans to the Trust with any intent to hinder, delay or defraud any of its creditors;

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

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

(xxii) As of the Closing Date with respect to the Terwin Mortgage Loans and the applicable Transfer Date with respect to any Terwin Eligible Substitute Mortgage Loans, there has been no default, breach, violation or event of acceleration of any senior

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mortgage loan related to a related Mortgaged Property that has not been cured by a party other than the Servicer;

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

(xxiv) The definition of “prime rate” in each Credit Line Agreement relating to a Terwin Mortgage Loan does not differ materially from the definition in the form of Credit Line Agreement in Exhibit D;

(xxv) The weighted average remaining term to maturity of the Terwin Mortgage Loans on a contractual basis as of the Cut-Off Date is approximately 71 months. On each date that the Loan Rates relating to Terwin Mortgage Loans have been adjusted, interest rate adjustments on the Terwin Mortgage Loans were made in compliance with the related Mortgages and Credit Line Agreement and applicable law and all required notices of interest rate adjustments were sent to each Mortgagor on a timely basis. Over the term of each Terwin Mortgage Loan, the related Loan Rate may not exceed the related Loan Rate Cap, if any. The Loan Rate Cap for each of the Terwin Mortgage Loans is 18.000%. With respect to the Terwin Mortgage Loans, the margins range between approximately 0.000% and 3.00% and the weighted average margin is approximately 1.69% as of the Cut-Off Date. The Loan Rates on the Terwin Mortgage Loans range between 4.000% and 7.50%, and the weighted average Loan Rate on the Terwin Mortgage Loans is approximately 5.72%;

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

(xxvii) No more than approximately 50.3% (by Pool Balance) of the Terwin Mortgage Loans are secured by real property improved by individual condominium Townhouses, planned development units, manufactured housing or two-to-four family residences erected thereon, and approximately 49.67% (by Pool Balance) of the Terwin Mortgage Loans are secured by real property with a one-family residence erected thereon;

(xxviii) As of the Cut-Off Date, 0.00% (by Pool Balance) of the Terwin Mortgage Loans do not have a Principal Balance;

(xxix) The Credit Limits on the Terwin Mortgage Loans range between $15,000.00 and $300,000.00 with an average of $98,659.52. The average Credit Limit

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Utilization Rate of the Terwin Mortgage Loans is approximately 98.47%. The Principal Balances on the Terwin Mortgage Loans range between $15,000.00 and $300,000.00 with an average of approximately $96,158.60;

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

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

(xxxii) As of the Closing Date no Terwin Mortgage Loan is the subject of foreclosure proceedings and, to the best of Terwin Advisors’ knowledge, no obligor of any of the Terwin Mortgage Loans has filed for bankruptcy protection. As of the applicable Transfer Date, no Terwin Eligible Substitute Mortgage Loan is the subject of foreclosure proceedings and, to the best of Terwin Advisors’ knowledge, no obligor of any of the Terwin Eligible Substitute Mortgage Loans has filed for bankruptcy protection.

(xxxiii) Each Terwin Mortgage Loan listed on Schedule II will make its Scheduled Payment for June 2004, July 2004 or August 2004, as applicable, within 30 days of the related due date;

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

(xxxv) As of the Closing Date with respect to the Terwin Mortgage Loans and the applicable Transfer Date with respect to any Terwin Eligible Substitute Mortgage Loan, except for events permissible under Section 3.05 of this Agreement, there is no default, breach, violation or event of acceleration existing under any Mortgage or the

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related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; and neither Terwin Advisors nor the Sponsor has waived any default, breach, violation or event of acceleration;

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

(xxxvii) None of the Terwin Mortgage Loans represent Mortgage Loans with respect to which the related Mortgagor had a Credit Score of 635 or less at the time of origination or whose Credit Score was unavailable.

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

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

(xl) With respect to each Terwin Mortgage Loan, all required inspections, licenses and certificates with respect to the use and occupancy of all occupied portions of all property securing the related Mortgages have been made, obtained or issued, as applicable;

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

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

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

(xliv) All amounts received after the Cut-Off Date with respect to the Terwin Mortgage Loans to which Terwin Advisors is not entitled will be deposited into the Collection Account on the Closing Date;

(xlv) Each Terwin Mortgage Loan is secured by a property having an appraised value as of origination of $7,490,000.00 or less;

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

(xlvii) With respect to each Terwin Mortgage Loan, the improvements upon each related Mortgaged Property are covered by a valid and existing hazard insurance policy with a carrier generally acceptable to the Servicer that provides for fire and extended coverage representing coverage not less than (a) the Credit Limit of such Terwin Mortgage Loan or (b) the maximum insurable value of the related Mortgaged Property;

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

(xlix) With respect to the Terwin Mortgage Loans, the terms of each Mortgage Note and each Mortgage have not been impaired, altered or modified in any material respect, except by a written instrument which has been recorded or is in the process of being recorded, if necessary, to protect the interests of the Insurer and the Noteholders and which has been or will be delivered to the Indenture Trustee on behalf of the Trust, no Mortgage has been satisfied, cancelled or rescinded, in whole or in part, and

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the Mortgaged Property securing each Mortgage has not been released from the lien of the related Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation or rescission;

(l) As of the Cut-Off Date, no Terwin Mortgage Loan is more than 30 days delinquent in payment of principal and interest;

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

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

(liii) Each appraisal of a Terwin Mortgage Loan that was used to determine the appraised value of the related Mortgaged Property was conducted generally in accordance with Terwin Advisors’ underwriting guidelines and customary industry standards and included an assessment of the fair market value of the related mortgaged property at the time of the appraisal. The related Mortgage File contains an appraisal of the applicable Mortgaged Property;

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

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

(lvi) No improvement located on or being part of any related Mortgaged Property is in violation of any applicable zoning law or regulation. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of each related Mortgaged Property and, with respect to the use and occupancy of the same, including, but not limited to, certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities and such Mortgaged Property is lawfully occupied under the applicable law and all improvements

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which were included for the purpose of determining the appraised value of such Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining property encroach upon the related Mortgage Property;

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

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

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

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

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

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

(lxiii) (A) None of the Terwin Mortgage Loans are classified as (1) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994 or (2) a “high cost,” “high risk,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law and (B) no Terwin Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state, federal or local law;

(lxiv) [Reserved];

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

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

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

(lxviii) Each Terwin Mortgage Loan was originated on or after November 11, 2003;

(lxix) [Reserved];

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

(lxxi) Each Terwin Mortgage Loan was originated substantially in accordance with GreenPoint’s underwriting criteria, which conform to the related underwriting criteria set forth in the Prospectus Supplement.

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

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

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

(lxxv) With respect to each related Mortgage constituting a deed of trust, a trustee, duly qualified under existing law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or

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will become payable by the Noteholders or the Trust to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the related Mortgagor;

(lxxvi) Each related Mortgagor has executed a statement to the effect that such Mortgagor has received all disclosure materials including the notice of the right of cancellation or rescission required by applicable law with respect to the making of the Terwin Mortgage Loan and any waiver of any right of cancellation or rescission exercised by such Mortgagor was in accordance with applicable law and is binding on such Mortgagor;

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

(lxxviii) Terwin Advisors has not authorized the filing of and neither party is aware of any financing statements against Terwin Advisors that include a description of collateral covering the property sold, transferred, assigned, set over and otherwise conveyed from Terwin Advisors to the Sponsor pursuant to this Agreement other than any financing statement relating to the security interest granted to the Issuer hereunder that has not been terminated;

(lxxix) Terwin Advisors is not aware of any judgment or tax lien filings against it;

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

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

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

(lxxxiii) [Reserved]; and

(lxxxiv) No Terwin Mortgage Loan is a “High Cost Loan” or “Covered Loan”, as applicable, as such terms are defined in the Standard & Poor’s LEVELS^® Glossary, Appendix E, in effect as of the Closing Date and no Terwin Mortgage Loan originated on

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or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

With respect to the representations and warranties set forth in this Section 2.06(b) that are made to the best of Terwin Advisors’ knowledge or as to which Terwin Advisors has no knowledge, if it is discovered by Terwin Advisors, the Servicer, the Insurer, or a Responsible Officer of the Indenture Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Terwin Mortgage Loan then, notwithstanding Terwin Advisors’ lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Notwithstanding the foregoing, a breach of any of the representations and warranties set forth in clauses (ii), (xii), the second sentence of (xxv) and (lxiii) through (lxvi) of this Section 2.06(b) will be deemed to materially and adversely affect the value of the related Mortgage Loan.

(c) It is understood and agreed that the representations and warranties set forth in this Section 2.06 shall survive delivery of the respective Mortgage Files to the Custodian pursuant to Section 2.01 and the Custodial Agreement and the termination of the rights and obligations of the Servicer pursuant to Section 5.04 or 6.02. Upon discovery by the Sponsor, a Seller, the Servicer, the Insurer, a Responsible Officer of the Indenture Trustee or a Class B Certificateholder of a breach of any of the foregoing representations and warranties, without regard to any limitation set forth therein concerning the knowledge of the related Seller as to the facts stated therein, which materially and adversely affects the interests of the Trust or the Noteholders or the Insurer in the related Mortgage Loans, the party discovering such breach shall give prompt written notice to the other parties, to the Class B Certificateholders and to the Insurer. Within 90 days of its discovery or its receipt of notice of such breach, the related Seller shall use all reasonable efforts to cure such breach or shall, not later than the Business Day next preceding the Payment Date in the month following the Collection Period in which any such cure period expired (or such later date that is acceptable to the Insurer as evidenced by its written consents), either (a) repurchase such Mortgage Loan from the Trust at the Loan Purchase Price or (b) substitute an Eligible Substitute Mortgage Loan, each in the same manner and subject to the same conditions as set forth in Section 2.03 and the representations and warranties set forth in Section 2.04; provided, however, that the cure for any breach of a representation and warranty relating to the characteristics of the related Mortgage Loans in the aggregate shall be a repurchase of or substitution for only such Mortgage Loans as is necessary to cause such characteristics to be in compliance with the related representation and warranty. Upon accepting such transfer and making any required deposit into the Collection Account or substitution of an Eligible Substitute Mortgage Loans, as the case may be, the related Seller shall be entitled to receive an instrument of assignment or transfer from the Indenture Trustee, on behalf of the Trust, to the same extent as set forth in Section 2.03 with respect to the transfer of Mortgage Loans under that Section. The Insurer shall be notified of any substitution of an Eligible Substitute Mortgage Loan.

It is understood and agreed that the obligation of each Seller to repurchase a related Mortgage Loan as to which a breach has occurred and is continuing and deposit in the Collection Account the Loan Purchase Price or to substitute an Eligible Substitute Mortgage Loan, as the case may be, shall constitute the sole remedy against such Seller respecting such breach available

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to Noteholders, the Indenture Trustee on behalf of Noteholders and the Insurer; provided, however, that the related Seller shall defend and indemnify the Sponsor, the Indenture Trustee, the Insurer and the Noteholders against all reasonable costs and expenses, and all losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and the amount of any settlement entered into with the consent of such Seller (such consent not to be unreasonably withheld), which may be asserted against or incurred by any of them as a result of any third-party action arising out of any breach of any such representation and warranty. Notwithstanding the foregoing, with regard to any breach of the representation and warranty set forth in Section 2.06(a)(xxxi) and (xxxiii) and Section 2.06(b)(xxxi) and (xxxiii), the related Seller shall pay to the Trust the Loan Purchase Price.

Section 2.07. Covenants of the Sponsor. The Sponsor hereby covenants that:

(a) Security Interests. The Sponsor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Mortgage Loans, whether now existing or hereafter created, or any interest therein; the Sponsor will notify the Indenture Trustee and the Insurer of the existence of any Lien on any Mortgage Loans immediately upon discovery thereof; and the Sponsor will defend the Trust’s right, title and interest (including the Trust’s security interest) in, to and under the Mortgage Loans, whether now existing or hereafter created, against all claims of third parties claiming through or under the Sponsor; provided, however, that nothing in this Section 2.07(a) shall prevent or be deemed to prohibit the Sponsor from suffering to exist upon any of the Mortgage Loans any Liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Sponsor shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

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

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

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

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

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

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

Section 2.08. [Reserved].

Section 2.09. Execution and Authentication of Notes. The Indenture Trustee, on behalf of the Issuer, has caused to be authenticated and delivered to or upon the order of the Sponsor, in exchange for the Collateral, concurrently with the sale, assignment and conveyance to the Indenture Trustee of the Collateral, one class of Notes in authorized denominations.

Section 2.10. Tax Treatment. It is the intention of the Sponsor and the Residual Certificateholders that the Notes will be indebtedness of the Issuer for federal, state and local income and franchise tax purposes and for purposes of any other tax imposed on or measured by income. The Sponsor, the Indenture Trustee and each Noteholder (or Note Owner) by acceptance of its Note (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interest therein), for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer secured by the assets of the Trust and to report the transactions contemplated by this Agreement on all applicable tax returns in a manner consistent with such treatment. Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it to comply with this Agreement as to treatment of the Notes as indebtedness for federal, state and local income and franchise tax purposes and for purposes of any other tax imposed on or measured by income. The Indenture Trustee will prepare and file all tax reports required hereunder consistent with this Agreement as required by or provided in Section 3.15.

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

Section 3.01. The Servicer.

(a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Mortgage Loans and perform the other actions under this Agreement. The Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Trust, the Indenture Trustee, the Noteholders, the Residual Certificateholders and the Insurer for the performance of its duties and obligations hereunder in accordance with

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the terms hereof. The Servicer hereby confirms its obligation, as Servicer, to fund future advances to the Mortgagors pursuant to the Credit Line Agreements and hereby sells, transfers, assigns, sets over and otherwise conveys to the Sponsor the Additional Balances so created. It is the intention of the Servicer that the transfer of the Additional Balances to the Sponsor shall constitute a sale, but in the event that the transfer is held not to be a sale, this Agreement shall constitute a grant of a security interest in the Additional Balances, and the proceeds thereof, for the benefit of the Sponsor. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trust, to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties and to make deposits to and withdrawals from the Collection Account. The Indenture Trustee and the Owner Trustee shall, upon the written request of a Servicing Officer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder and consistent with the Indenture Trustee’s internal policies. The Servicer in such capacity may also consent to the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided that

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

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

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

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

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

In addition to the foregoing, the Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans; provided that such changes (i) do not materially and adversely affect the interest of Noteholders or the Insurer, (ii) are consistent with prudent and customary business practice for enhancing recoveries on mortgage loans as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and the Insurer and (iii) do not adjust the maturity date of such Mortgage Loan past the date that is six months before the Final Scheduled Payment Date of the Notes. The Servicer shall not solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans nor convey information concerning Mortgagors to any Person for such purpose.

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

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

Section 3.02. Collection of Certain Mortgage Loan Payments; Remittances.

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

(b) The Sponsor shall cause to be established, and the Servicer shall maintain, a Collection Account to be held by the Servicer in the name of the Trust for the benefit of the Noteholders, the Indenture Trustee and the Insurer, as their interests may appear. Each account

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shall be an Eligible Account. With respect to each Servicer Remittance Date, the Servicer shall invest funds in the Collection Account in Eligible Investments that shall mature not later than the related Servicer Remittance Date and such Eligible Investments shall not be sold or disposed of prior to its maturity. All income and gain realized from any investment in Eligible Investments of funds in the Collection Account shall be for the benefit of the Servicer as compensation and the Servicer shall be permitted from time to time to withdraw such amounts from the Collection Account. The amount of any losses incurred in respect of the principal amount of any such investments shall be deposited in the Collection Account by the Servicer out of its own funds immediately as realized.

(c) The Servicer, or the Sponsor, as the case may be, shall deposit into the Collection Account within one Business Day following receipt thereof the following payments and collections received or made by it (without duplication):

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

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

(iii) Net Liquidation Proceeds;

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

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

(vi) any amounts drawn under the Policy pursuant to Section 8.4(f) of the Indenture, but only to be used for the payment of the items specified in Sections 8.7(b)(v)(A) and (vii) of the Indenture, as applicable; and

(vii) the amounts, if any, required to be deposited therein by the related Seller pursuant to Section 2.06(c) hereof;

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

(d) The Servicer shall on the Closing Date deposit into the Distribution Account any amounts representing payments on, and any collections in respect of, the Mortgage Loans

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received after the Cut-Off Date and prior to the Closing Date (exclusive of payments in respect of interest due or accrued on or prior to the Cut-Off Date). On each Servicer Remittance Date, the Servicer shall withdraw all funds then held in the Collection Account (other than amounts the Servicer is entitled to retain pursuant to this Section 3.02) and deposit such funds in the Distribution Account. The Indenture Trustee shall hold such funds uninvested. The Servicer shall notify the Indenture Trustee and the Insurer in writing on each Determination Date of the amount of payments and collections in the Collection Account allocable to Interest Collections and Principal Collections for the related Payment Date.

(e) The Servicer shall remit all payments in respect of interest due or accrued on or prior to the Cut-Off Date, if any, to Terwin Advisors immediately upon receipt of such amounts.

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

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

(ii) To withdraw and retain any earnings on or investment income with respect to funds in or credited to the Distribution Account;

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

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

(v) Prior to the last day of the Collection Period preceding the month in which the commencement of the Rapid Amortization Period occurs, to pay to the Sponsor the amount of any Additional Balances related to HELOC Mortgage Loans included in the Pool as and when created during the related Collection Period; provided, that the aggregate amount so paid to the Sponsor in respect of Additional Balances with respect to the HELOC Mortgage Loans at any time during any Collection Period shall not exceed the amount of Principal Collections theretofore received for such Collection Period;

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

(vii) To pay the Credit Risk Manager the Credit Risk Manager Fee.

Funds in the Distribution Account will remain uninvested.

If the Servicer deposits in the Distribution Account any amount not required to be deposited therein or any amount in respect of payments by Mortgagors made by checks subsequently returned for insufficient funds or other reason for non payment, the Indenture Trustee shall, upon request of the Servicer, immediately withdraw such amount from the Distribution Account, and any such amounts shall not be included in the amounts to be deposited

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in the Distribution Account pursuant to Section 3.02(c), any provision herein to the contrary notwithstanding.

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

Section 3.05. Assumption and Modification Agreements. In any case in which a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall exercise its right to accelerate the maturity of such Mortgage Loan consistent with the then current practice of the Servicer and without regard to the inclusion of such Mortgage Loan in the Trust. If it elects not to enforce its right to accelerate or if it is prevented from doing so by applicable law, the Servicer (so long as such action conforms with the underwriting standards generally acceptable in the industry at the time for new origination) is authorized to take or enter into an assumption and modification agreement from or with the Person to whom such Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Credit Line Agreement and, to the extent permitted by applicable law, the Mortgagor remains liable thereon. The Servicer shall notify the Indenture Trustee that any assumption and modification agreement has been completed by delivering to the Indenture Trustee an Officer’s Certificate signed by a Servicing Officer certifying that such agreement is in compliance with this Section 3.05 and by forwarding to the Custodian the original copy of such

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assumption and modification agreement. Any such assumption and modification agreement shall, for all purposes, be considered a part of the related Mortgage File to the same extent as all other documents and instruments constituting a part thereof. No change in the terms of the related Credit Line Agreement may be made by the Servicer in connection with any such assumption to the extent that such change would not be permitted to be made in respect of the original Credit Line Agreement pursuant to the fourth paragraph of Section 3.01(a). Any fee collected by the Servicer for entering into any such agreement will be retained by the Servicer as additional servicing compensation.

Section 3.06. Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.

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

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

(b) With respect to any Mortgage Loan that is 90 days or more Delinquent, the Servicer, in its sole discretion, shall have the option to transfer the servicing of any such Mortgage Loan to a special servicer; provided that any such special servicer shall be acceptable to the Insurer, as evidenced by its prior written consent, which consent shall not be unreasonably withheld; and provided, further, that the appointment of any such special servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy as evidenced in writing by a letter from each Rating Agency. Upon the transfer of servicing to the special servicer, the special servicer shall thereupon assume in writing all of the rights and obligations of the Servicer hereunder arising thereafter with respect to such Mortgage Loan, and the Servicer shall have no further rights or obligations hereunder, with respect to such Mortgage Loan. The special servicer shall be entitled to the Servicing Fee and other compensation accruing after the servicing transfers to the special servicer with respect to such Mortgage Loans.

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Section 3.07. Indenture Trustee to Cooperate. On or before each Payment Date, the Servicer will notify the Indenture Trustee, on behalf of the Trust, of the payment in full of the Principal Balance of any Mortgage Loan during the preceding Collection Period, which notification shall be by a certification (which certification shall include a statement to the effect that all amounts received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.02 have been so deposited or credited) of a Servicing Officer. Upon any such payment in full, the Servicer is authorized to execute, pursuant to the authorization contained in Section 3.01, if the assignments of Mortgage have been recorded as required hereunder, an instrument of satisfaction regarding the related Mortgage, which instrument of satisfaction shall be recorded by the Servicer if required by applicable law and be delivered to the Person entitled thereto. It is understood and agreed that no expenses incurred in connection with such instrument of satisfaction or transfer shall be reimbursed from amounts deposited in the Collection Account. If the Indenture Trustee or the Custodian is holding the Mortgage Files, from time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, or in connection with the payment in full of the Principal Balance of any Mortgage Loan, the Indenture Trustee or the Custodian, as appropriate, shall, upon request of the Servicer and delivery to the Indenture Trustee and, if applicable, the Custodian of a Request for Release substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, signed by a Servicing Officer, release the related Mortgage File to the Servicer and the Indenture Trustee, on behalf of the Trust, shall execute such documents, in the forms provided by the Servicer, as shall be necessary to the prosecution of any such proceedings or the taking of other servicing actions. Such trust receipt shall obligate the Servicer to return the Mortgage File to the Indenture Trustee or the Custodian, as appropriate, when the need therefor by the Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the trust receipt shall be released by the Indenture Trustee or the Custodian, as the case may be.

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

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

Section 3.09. Annual Statement as to Compliance.

(a) The Servicer will deliver to the Indenture Trustee, the Insurer, the Residual Certificateholders and the Rating Agencies, on or before March 15 of each year, beginning March 15, 2005, an Officer’s Certificate stating that (i) a review of the activities of the Servicer during the preceding fiscal year (or such shorter period as is applicable in the case of the first report) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its material obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

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

Section 3.10. Annual Servicing Report. On or before March 15 of each year, beginning March 15, 2005, the Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish a report to the Indenture Trustee, the Insurer, the Residual Certificateholders and each Rating Agency to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans during the most recent fiscal year then ended under pooling and servicing agreements (substantially similar to this Agreement, including this Agreement), that such examination was conducted substantially in compliance with the audit guide for audits of non-supervised mortgagees approved by the Department of Housing and Urban Development for use by independent public accountants (to the extent that the procedures in such audit guide are applicable to the servicing obligations set forth in such agreements) and that such examination has disclosed no items of noncompliance with the provisions of this Agreement which, in the opinion of such firm, are material, except for such items of noncompliance as shall be set forth in such report.

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Section 3.11. Annual Opinion of Counsel. On or before January 31 of each year, beginning January 31, 2005, the Sponsor, at its expense, shall deliver to the Indenture Trustee, the Residual Certificateholders and the Insurer the applicable Opinion of Counsel specified in Exhibit B hereto.

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

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

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

(c) The Servicer shall provide to the Class B Certificateholders access to all documentation relating to the Mortgage Loans within the Servicer’s possession upon reasonable request and during normal business hours at the offices of the Servicer.

Section 3.13. Maintenance of Certain Servicing Insurance Policies. The Servicer shall maintain, at its own expense, a blanket fidelity bond (the “Fidelity Bond”) and an errors and omissions insurance policy, with broad coverage with financially responsible companies on all officers, employees, or other persons acting in any capacity with regard to the Mortgage Loans to handle funds, money, documents and papers relating to the Mortgage Loans. The Fidelity Bond and errors and omissions insurance policy shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such Fidelity Bond shall also protect and insure the Servicer against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 3.13 requiring the Fidelity Bond and errors and omissions insurance policy shall diminish or relieve the Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by the Federal Home Loan

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Mortgage Corporation in the Federal Home Loan Mortgage Corporation’s Seller/Servicer’s Guide. Upon request of the Indenture Trustee or the Insurer, the Servicer shall cause to be delivered to the Indenture Trustee or the Insurer a certified true copy of the Fidelity Bond and errors and omissions insurance policy and a statement from the surety and the insurer that such Fidelity Bond and errors and omissions insurance policy shall in no event be terminated or materially modified without thirty days’ prior written notice to the Indenture Trustee and the Insurer.

Section 3.14. Reports to the SEC. Within 15 days after each Payment Date, the Indenture Trustee shall, on behalf of the Trust and in accordance with industry standards, file with the SEC via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the report of the Noteholders for such Payment Date as an exhibit thereto. Prior to March 15, 2005 (and, if applicable, prior to March 15 of each year), the Indenture Trustee shall, on behalf of the Trust and in accordance with industry standards, file with the SEC via EDGAR a Form 10-K with respect to the Trust. In addition, the Sponsor will cause its senior officer in charge of securitization to execute the certification (the “Form 10-K Certification”) required pursuant to Rile 13a-14 under the Securities and Exchange Act of 1934, as amended, and file the same with the SEC prior to March 15, 2005 (and if applicable, prior to March 15 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not available by March 15, the Indenture Trustee shall, on behalf of the Trust, file one or more amended Form 10-K’s to include such missing information or exhibits promptly after receipt thereof by the Indenture Trustee. Promptly following the first day legally permissible under applicable regulations and interpretations of the SEC, the Indenture Trustee shall, on behalf of the Trust an in accordance with industry standards, file with the SEC via EDGAR a Form 15 Suspension Notification with respect to the Trust, if applicable. Each of the Servicer, the Sponsor and the Indenture Trustee agree to furnish to the Indenture Trustee promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Indenture Trustee reasonably deems appropriate to prepare and file all necessary reports with the SEC. The Indenture Trustee shall have no responsibility to file any items other than those specified in this section.

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

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Trust resulting from (i) the Indenture Trustee’s failure to file such tax returns or (ii) an incorrect tax return prepared by the Indenture Trustee.

Section 3.16. Information Required by the Internal Revenue Service Generally and Reports of Foreclosures and Abandonments of Mortgaged Property. The Servicer shall prepare and deliver all federal and state information reports when and as required by all applicable state and federal income tax laws. In particular, with respect to the requirement under Section 6050J of the Code to the effect that the Servicer shall make reports of foreclosures and abandonments of any mortgaged property for each year beginning in 2004, the Servicer shall file reports relating to each instance occurring during the previous calendar year in which the Servicer (i) on behalf of the Trust acquires an interest in any Mortgaged Property through foreclosure or other comparable conversion in full or partial satisfaction of a Mortgage Loan, or (ii) knows or has reason to know that any Mortgaged Property has been abandoned. The reports from the Servicer shall be in form and substance sufficient to meet the reporting requirements imposed by Section 6050J.

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

Section 3.18. Matters Relating to MERS Loans.

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

(b) In connection with the sale and assignment of any MERS Mortgage Loan by the Sponsor to the Issuer, the Sponsor agrees that it will cause, at the Sponsor’s expense, the MERS System to indicate that such Mortgage Loans have been assigned by the Sponsor to the Indenture Trustee in accordance with the Indenture for the benefit of the Issuer Secured Parties by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the series of the Notes issued in connection with such Mortgage Loans. The Sponsor further agrees that it will not, and will not permit a Seller or the Servicer to, and each Seller and the Servicer agree that they will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If at any time pursuant to Section 2.03 or Section 2.06 a Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the related Seller and shall cause such

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Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the related Seller (or any party indicated by such Seller) as the beneficial holder of such Mortgage Loan.

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

Section 3.19. Additional Balance Payments. On the Closing Date and on the next Business Day following each other day on which any Additional Balances relating to the Mortgage Loans are funded by the Servicer, on the terms and subject to the conditions of this Agreement, the Sponsor shall pay to the Servicer the applicable Purchase Price for such Additional Balances by (i) making or causing to be made a cash payment to the Servicer or its designee in such amount determined by the Sponsor, (ii) crediting the Servicer with an additional capital contribution to the Sponsor, (iii) automatically increasing the principal amount outstanding under the Sponsor Promissory Note by the amount of the excess of the Purchase Price to be paid to the Servicer for such purchased assets over the amount of any cash payment made on such day to the Servicer and/or any capital contribution made by the Servicer to the Sponsor, subject to a cap on such note at any time equal to $30 million or (iv) any combination of the foregoing.

Section 3.20. Sponsor Promissory Note.

(a) On the Closing Date, the Sponsor shall deliver to the Servicer a promissory note, substantially in the form of Exhibit E, payable to the order of the Servicer (such promissory note, as the same has been or hereafter may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory note issued from time to time in substitution therefor or renewal thereof in accordance with this Agreement, being herein called the “Sponsor Promissory Note”), which Sponsor Promissory Note shall, in accordance with its terms, be subordinated to all interests of the Trust, all claims to the cash flows from Trust assets and all obligations of the Sponsor, of any nature, now or hereafter arising under or in connection with the Sale and Servicing Agreement. The Sponsor Promissory Note shall evidence all amounts incurred thereunder subsequent to the Closing Date as provided in this Agreement. Subject to the foregoing, the Sponsor Promissory Note shall be payable in full on the date which is one year and one day after the Termination Date. The Sponsor Promissory Note shall bear interest at the Note Rate for the related Payment Date. The Sponsor may prepay all or part of the outstanding balance of the Sponsor Promissory Note and interest accrued thereon from time to

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time without any premium or penalty, unless an event of default has occurred and is continuing or would result from such prepayment or payment.

(b) The Servicer shall hold the Sponsor Promissory Note for the benefit of the Servicer, and shall make all appropriate recordkeeping entries with respect to the Sponsor Promissory Note or otherwise to reflect the payments on and adjustments of the Sponsor Promissory Note. The Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Sponsor Promissory Note at any time. The Servicer hereby irrevocably authorizes the Servicer to mark the Sponsor Promissory Note “CANCELLED” and to return the Sponsor Promissory Note to the Sponsor upon the full and final payment thereof after the Termination Date.

The Servicer hereby agrees not to transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in the Sponsor Promissory Note or any interest represented thereby, and any attempt to transfer, assign, exchange, convey, pledge, hypothecate or grant a security interest in the Sponsor Promissory Note or any interest represented thereby shall be void and of no effect.

Section 3.21. Duties and Removal of the Credit Risk Manager. The Credit Risk Manager will act as the Trust’s representative in advising the Servicer concerning certain delinquent and defaulted Mortgage Loans, and as to the collection of any prepayment premiums with respect to the Mortgage Loans, and will provide certain reports to the Sponsor and Terwin Advisors concerning the Mortgage Loans. Such reports and recommendations will be based upon information provided to the Credit Risk Manager pursuant to the Credit Risk Management Agreement. The Credit Risk Manager shall look solely to the Servicer for all information and data (including loss and delinquency information and data) relating to the servicing of the Mortgage Loans. Upon any termination of the Credit Risk Manager or the appointment of a successor credit risk manager, the Indenture Trustee, if it has been notified in writing of such termination or appointment, shall give written notice thereof to the Servicers, the Trustee and the Sponsor.

If Holders of the Notes representing at least 66 2/3% of the outstanding principal balance of the Notes request in writing to the Indenture Trustee to terminate the Credit Risk Manager under this Agreement, the Credit Risk Manager shall be removed pursuant to this Section 3.21. Upon receipt of such notice, the Indenture Trustee shall provide written notice to the Credit Risk Manager of its removal, which shall be effective upon receipt of such notice by the Credit Risk Manager.

ARTICLE IV

SERVICING CERTIFICATE

Section 4.01. Servicing Certificate. Not later than seven (7) Business Days prior to the Payment Date, the Servicer shall deliver to the Indenture Trustee, a Servicing Certificate (in written form or the form of computer readable media or such other form as may be agreed to by

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the Indenture Trustee and the Servicer), together with an Officer’s Certificate to the effect that such Servicing Certificate is true and correct in all material respects, stating the related Collection Period, Payment Date, the series number of the Notes, the date of this Agreement, and:

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

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

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

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

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

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

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

(viii) the book value of any real estate which is acquired by the Trust through foreclosure or grant of deed in lieu of foreclosure;

(ix) the amount of any servicing advances made by the Servicer during the related Collection Period;

(x) the amount, if any, of interest shortfalls relating to prepayments during the related Collection Period;

(xi) the amount, if any, of any Relief Act Shortfalls incurred during the related Collection Period;

(xii) the amount to be paid to the Servicer pursuant to Section 8.7(b)(xi) of the Indenture; and

(xiii) the number and Principal Balances of any Mortgage Loans purchased by the Sellers from the Trust pursuant to Section 2.06;

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The Indenture Trustee shall conclusively rely upon the information contained in a Servicing Certificate for purposes of making distributions pursuant to Section 8.7 of the Indenture and in preparing the statements required by Section 8.8 of the Indenture, shall have no duty to inquire into such information and shall have no liability in so relying. The format and content of the Servicing Certificate may be modified by the mutual agreement of the Servicer, the Indenture Trustee and the Insurer. The Servicer shall give notice of any such change to the Rating Agencies.

Section 4.02. Reserved.

Section 4.03. Reserved.

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

ARTICLE V

THE SERVICER AND THE SPONSOR

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

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

Section 5.03. Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Noteholders or Residual Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any breach of representations and warranties made herein, or against any specific liability imposed on the Servicer for a breach of its servicing under this Agreement or against liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties of the Servicer or by reason of reckless disregard of obligations and duties of the Servicer hereunder. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters

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arising hereunder. The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust, in accordance with the priorities set forth in Section 8.7(b) of the Indenture and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Notes, other than any loss, liability or expense related to any specific Mortgage Loan (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence, breach of representations and warranties made herein, or against any specific liability imposed on the Servicer for a breach of its servicing under this Agreement or against in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to duties to service the Mortgage Loans in accordance with this Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Noteholders and Residual Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Servicer shall only be entitled to be reimbursed therefor pursuant to Section 8.7(b)(xi) of the Indenture. The Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

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

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subrogation or otherwise) or other action against any Noteholder or Residual Certificateholder for any amounts paid by the Servicer pursuant to any provision of this Agreement.

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

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

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

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specific liability imposed on the Owner Trustee or Indenture Trustee for a breach of its obligations hereunder. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

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

Section 5.09. Limitation on Liability of the Credit Risk Manager. Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability hereunder to the Indenture Trustee, the Noteholders, or the Sponsor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement or the Credit Risk Management Agreement, in reliance upon information provided by the Servicer under the Credit Risk Management Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance, gross negligence or bad faith in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement or the Credit Risk Management Agreement. The Credit Risk Manager and any director, officer, employee, or agent of the Credit Risk Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder, and may rely in good faith upon the accuracy of information furnished by the Servicer pursuant to the Credit Risk Management Agreement in the performance of its duties thereunder and hereunder.

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ARTICLE VI

SERVICING TERMINATION

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

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

(ii) Failure on the part of the Servicer or the Sponsor duly to observe or perform any covenants or agreements of the Servicer or Sponsor set forth in the Notes or in this Agreement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer or the Holders of Notes evidencing more than 25% of the Principal Balance of the Notes; provided, that a failure on the part of GreenPoint to perform its obligations under Section 2.03 or 2.06 hereof shall not be subject to the five day cure period;

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

(iv) The consent by the Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;

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

(vi) The consent by the Sponsor to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Sponsor or of or relating to substantially all of its property; or the Sponsor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an

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assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;

(vii) The Three Month Rolling Delinquency Rate exceeds 5.25%;

(viii) Cumulative Realized Losses exceed the following percentage of the Initial Pool Balance on any Payment Date as set forth below:

Payment Date	Cumulative Realized Loss Percentage
1st through 12th	1.50	%
13th through 24th	2.75	%
25th through 36th	4.00	%
37st through 48th	5.00	%
49th and thereafter	6.00	%

(ix) GreenPoint Bank fails to maintain the capital standards established for “well capitalized” institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended;

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

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

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

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

(xiv) Any failure by the Servicer to obtain the prior written consent of the Insurer prior to the merger or consolidation of the Servicer with, or the acquisition of the Servicer by, any entity that is not 100% owned, directly or indirectly, by GreenPoint Financial Corp. (other than as a result of the merger with North Fork Bancorporation);

(xv) Any governmental authority, including the Federal Deposit Insurance Corporation or any other governmental authority with regulatory powers over the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, shall take any mandatory or discretionary supervisory action against the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, including, without limitation, by cease and desist order,

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memorandum or understanding, capital directive or directive to take prompt corrective action, which action, in the reasonable opinion of the Insurer, would have a material adverse impact on (A) the business, operations or financial condition of GreenPoint Bank or the Servicer or (B) the ability of GreenPoint Bank or the Servicer to perform its obligations under any transaction document to which it is a party; or

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

then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Servicer, either the Indenture Trustee, the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount of the Notes, in each case with the consent of the Insurer, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Insurer or the Holders of Notes) may terminate all of the rights and obligations of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Class B Certificateholders and the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 6.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer and the Sellers, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Servicer to be deposited by it in the Collection Account, or that have been deposited by the Servicer in the Collection Account or thereafter received by the Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys’ fees and expenses) incurred in connection with amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.

Notwithstanding the foregoing, a delay in or failure of performance under Section 6.01(i) for a period of one Business Day or under Section 6.01(ii) for a period of thirty (30) days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes or floods. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Sponsor, the Insurer and the Noteholders and Residual Certificateholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Servicer

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shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

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

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Servicer under this Sale and Servicing Agreement; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied (in the situation described in clauses (i) or (ii)) or shall (in the situation described in clause (iii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by its prior written consent, which consent shall not be unreasonably withheld; and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.08 (or such other compensation as the Indenture Trustee, the Insurer and such successor shall agree). The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

(b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders, Residual Certificateholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the

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performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer (including, without limitation, any deductible under an Insurance Policy pursuant to Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein.

Section 6.03. Notification to Noteholders and Residual Certificateholders. Upon the occurrence of any Event of Servicing Termination or Rapid Amortization Event in which a Responsible Officer of the Indenture Trustee has actual notice (or any event that with the lapse of time would become an Event of Servicing Termination or Rapid Amortization Event unless cured), the Indenture Trustee shall promptly notify the Owner Trustee in writing. Upon any termination or appointment of a successor to the Servicer pursuant to this Article VI or Section 5.04, the Indenture Trustee shall give prompt written notice thereof to the Noteholders, Residual Certificateholders (at their respective addresses appearing in the Note Register and in the Residual Certificate Register), the Insurer and each Rating Agency.

ARTICLE VII

TERMINATION

Section 7.01. Termination.

(a) The respective obligations and responsibilities of the Servicer, each Seller, the Sponsor and the Indenture Trustee created hereby (other than the obligation of the Indenture Trustee to make certain payments to Noteholders and Residual Certificateholders after the final Payment Date and the obligation of the Servicer to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Indenture Trustee on the final Payment Date pursuant to this Article VII following the later of (A) the Payment Date following payment in full of all amounts owing to the Insurer under the Insurance Agreement and (B) the earliest of (i) the transfer, under the conditions specified in Section 7.01(b), (ii) the day following the Payment Date on which the distribution made to Noteholders has reduced the Note Principal Balance to zero and no other amounts are owed to the Noteholders hereunder, and no other amounts are owed to the Insurer pursuant to the Insurance Agreement and Section 8.7 of the Indenture, (iii) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (including, without limitation, the disposition of the Mortgage Loans pursuant to Section 5.4 of the Indenture) or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (iv) the Payment Date in March 2035; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the date of death of the last surviving descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof. Upon termination in accordance with clause (a)(B)(i) of this Section 7.01, the Indenture Trustee, on behalf of the Trust, shall execute such documents and instruments of transfer presented by the Optional Redemption Holder, in each case without recourse, representation or warranty, and take such other actions as the Optional Redemption Holder may reasonably request to effect the transfer of the Mortgage Loans to the Optional Redemption Holder.

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(b) Subject to Section 7.01(d), the holder of the majority interest in the Class B Certificates shall have the right to redeem the Notes on any Payment Date occurring on or after the end of a Collection Period on which the outstanding Pool Balance on such Payment Date is less than or equal to ten percent (10%) of the Original Pool Balance. If the holder of the majority interest in the Class B Certificates does not exercise such optional redemption, then the holder of the majority interest in the Class G Certificates shall have the right to redeem the Class A Notes on any Payment Date occurring on or after the end of a Collection Period on which the outstanding Pool Balance on such Payment Date is less than or equal to two percent (2%) of the Original Pool Balance. If the Optional Redemption Holder elects to exercise its right it will notify the Issuer, the Servicer, the Indenture Trustee and the Insurer no later than thirty-five (35) days prior to the Payment Date on which the transfer is to take place. The Indenture Trustee, on behalf of the Trust, will make the transfer on such Payment Date subject to Section 7.01(d) and provided that the Redemption Price for the Notes has been deposited with it on or prior to such Payment Date.

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

(d) The Optional Redemption Holder shall not exercise its right under Section 7.01(b) hereof without the consent of the Insurer if (a) such optional redemption would result in a draw on the Policy, or (b) any Reimbursement Amount due to the Insurer would not be fully satisfied pursuant to the optional redemption.

ARTICLE VIII

ADMINISTRATIVE DUTIES OF THE SERVICER

Section 8.01. Administrative Duties.

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

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(b) Duties with Respect to the Issuer.

(i) Except as otherwise expressly provided in the Basic Documents to be performed by another party, in addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Mortgage Loans (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer.

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

(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall not be responsible for performance of the duties of the Issuer or the Indenture Trustee set forth in Section 6.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, accounting and reports to Residual Certificateholders (as defined in the Trust Agreement).

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

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

(c) Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Servicer shall have

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notified the Owner Trustee and the Insurer of the proposed action and the Owner Trustee and the Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

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

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

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

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

(E) the removal of the Indenture Trustee.

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

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

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

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

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Amendment. This Agreement may be amended from time to time by agreement among the Sponsor, the Servicer, the Sellers and the Indenture Trustee, in each case without notice to or the consent of any of the Noteholders or Residual Certificateholders, but

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

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

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

Prior to the execution of any such amendment, the party hereto requesting any such amendment shall furnish written notification of the substance of such amendment to each Rating Agency. In addition, promptly after the execution of any such amendment made with the

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consent of the Noteholders or the Residual Certificateholders, the Indenture Trustee shall furnish written notification of the substance of such amendment to each Noteholder and Residual Certificateholder and fully executed original counterparts of the instruments effecting such amendment to the Insurer.

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

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

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

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

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

No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Indenture Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Notes evidencing more than 50% of the Outstanding Amount of the

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

Anything to the contrary notwithstanding, by accepting its Note, each Noteholder agrees that unless a Insurer Default exists, the Insurer shall have the right to exercise all rights of the Noteholder under this Agreement without any further consent of the Noteholder.

Section 9.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.05. Notices. All demands, notices, directions, requests and communications hereunder shall be in writing and shall be deemed to have been duly given if sent via facsimile (receipt confirmed), personally delivered at or mailed by certified mail, return receipt requested, to (a) in the case of the Sponsor, GreenPoint Mortgage Securities LLC, 100 Wood Hollow Drive, Doorstop #22210, Novato, California 94945, Attention: S.A. Ibrahim, (b) in the case of GreenPoint, GreenPoint Mortgage Funding, Inc., 100 Wood Hollow Drive, Doorstop #32210, Novato, California 94945, Attention: Nathan Hieter, (c) in the case of Terwin Advisors, 3 Park Avenue, 40^th Floor, New York, New York 10016, Attention: Richard D. Winter, (d) in the case of the Indenture Trustee, at the Corporate Trust Office, (e) in the case of the Insurer, Ambac Assurance Corporation, One State Street Plaza, New York, New York 10004, Attention: Managing Director (telecopy number (212) 363-1459), (f) in the case of Moody’s, Residential Loan Monitoring Group, 4th Floor, 99 Church Street, New York, New York 10007, (g) in the case of Standard & Poor’s, 55 Water Street, New York, New York 10041, and (h) in the case of the Credit Risk Manager, 1700 Lincoln Street, Suite 1600, Denver, Colorado 80203, Attention: General Counsel or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Note Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder or Residual Certificateholder receives such notice. Any notice or other document required to be delivered or mailed by the Indenture Trustee to any Rating Agency shall be given

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on a best efforts basis and only as a matter of courtesy and accommodation and the Indenture Trustee shall have no liability for failure to deliver such notice or document to any Rating Agency.

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

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

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

Section 9.09. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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

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

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

Section 9.13. Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Sale and Servicing Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Sale and Servicing Agreement and by any person claiming by, through or under them and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaking by the Issuer under this Sale and Servicing Agreement or any related documents.

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

GREENPOINT MORTGAGE SECURITIES LLC, as Sponsor
By:
	Name:
	Title:
GREENPOINT MORTGAGE FUNDING, INC., as a Seller and Servicer
By:
	Name:
	Title:
TERWIN ADVISORS LLC, as a Seller
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:
GREENPOINT HOME EQUITY LOAN TRUST 2004-3, as Issuer By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

THE MURRAYHILL COMPANY, as Credit Risk Manager
By:
	Name:
	Title:

2

State of	)
	) ss.:
County of	)

On the     th day of June, 2004 before me, a notary public in and for the State of             , personally appeared             , known to me who, being by me duly sworn, did depose and say that he resides at                 ; that he is the                              of GreenPoint Mortgage Securities LLC, a Delaware limited liability company, one of the parties that executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said company; and that he signed his name thereto by like order.

Notary Public

[Notarial Seal]

State of	)
	) ss.:
County of	)

On the      day of June, 2004 before me, a notary public in and for the State of [                    ], personally appeared             , known to me who, being by me duly sworn, did depose and say that he resides at                     ; that he is the                      of Wilmington Trust Company, a Delaware banking corporation, one of the parties that executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said banking corporation; and that he signed his name thereto by like order.

Notary Public

[Notarial Seal]

State of	)
	) ss.:
County of	)

On the      day of June, 2004 before me, a notary public in and for the State of                 , personally appeared                     , known to me who, being by me duly sworn, did depose and say that he resides at                     ,                     ,                         ; that he is the                  of GreenPoint Mortgage Funding, Inc., one of the parties that executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said company; and that he signed his name thereto by like order.

Notary Public

[Notarial Seal]

State of	)
	) ss.:
County of	)

On the      day of June, 2004 before me, a notary public in and for the State of             , personally appeared                         , known to me who, being by me duly sworn, did depose and say that he resides at                     ,                 ,                         ; that he is the              of Terwin Advisors LLC, one of the parties that executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order.

Notary Public

[Notarial Seal]

State of	)
	) ss.:
County of	)

On the      day of June, 2004 before me, a notary public in and for the State of                 , personally appeared                     , known to me who, being by me duly sworn, did depose and say that he resides at                     ,                             ; that he is the              of U.S. Bank National Association, a national banking association, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said banking association.

Notary Public

[Notarial Seal]

State of	)
	) ss.:
County of	)

On the     th day of June, 2004 before me, a notary public in and for the State of             , personally appeared                     , known to me who, being by me duly sworn, did depose and say that he resides at                         ; that he is the                      of The Murrayhill Company, a Colorado corporation, one of the parties that executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said company; and that he signed his name thereto by like order.

Notary Public

[Notarial Seal]

EXHIBIT A

MORTGAGE LOAN SCHEDULE

[On file with Indenture Trustee]

A-1

EXHIBIT B

FORM OF OPINION OF COUNSEL

WITH RESPECT TO SECTION 3.11 OF THE

SALE AND SERVICING AGREEMENT

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinions of counsel to the Issuer, the Sponsor, the Sellers and the Servicer delivered on the Closing Date. Unless otherwise indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement dated as of June 1, 2004 among GreenPoint Home Equity Loan Trust 2004-3 (the “Issuer”), GreenPoint Mortgage Funding, Inc. (“GreenPoint” or the “Servicer”), Terwin Advisors LLC (“Terwin Advisors” and together with GreenPoint, the “Sellers”), GreenPoint Mortgage Securities LLC (the “Sponsor”), U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”) and The Murrayhill Company, as Credit Risk Manager (the “Credit Risk Manager”). Terms used but not defined herein shall have the meaning given to such terms in the above-referenced Sale and Servicing Agreement.

The Indenture Trustee has a valid perfected first priority security interest with respect to the Sponsor’s right, title and interest in and to the Mortgage Loans (including all Eligible Substitute Mortgage Loans).

B-1

EXHIBIT C-1

FORM OF OFFICER’S CERTIFICATE

REQUEST BY THE SERVICER FOR PERMANENT

RELEASE OF MORTGAGE LOANS AND MORTGAGE FILES

To:

U.S. Bank National Association, as Indenture Trustee 209 South LaSalle Street, Suite 300 Chicago, Illinois 60604, Attention: Structured Finance-GPHE 2004-3 Deutsche Bank National Trust Company, as Custodian 1761 East St. Andrew Place Santa Ana, CA 92705-4934 Attention: Mortgage Custody TW043C

Gentlemen:

In connection with the payment in full of the Mortgage Loans held by you as Indenture Trustee, under the Sale and Servicing Agreement dated as of June 1, 2004 among GreenPoint Home Equity Loan Trust 2004-3, as Issuer, GreenPoint Mortgage Funding, Inc., as a Seller and Servicer, Terwin Advisors LLC, as a Seller, GreenPoint Mortgage Securities LLC, as Sponsor, The Murrayhill Company, as Credit Risk Manager and you, as Indenture Trustee, the undersigned requests the release of the Mortgage Loans and the Mortgage Files for the Mortgage Loans identified in the schedule attached to this Request.

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

GREENPOINT MORTGAGE FUNDING, INC., as Servicer
By:
	Name:
	Title:
	Date:

ACKNOWLEDGED BY:
U.S. BANK NATIONAL ASSOCIATION,		DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity,     but solely as Indenture Trustee		as Custodian
By:		By:
	Name:		Name:
	Title:		Title:
	Date:		Date:

C-1-1

EXHIBIT C-2

FORM OF OFFICER’S CERTIFICATE

REQUEST BY THE SERVICER FOR TEMPORARY

RELEASE OF MORTGAGE LOANS AND MORTGAGE FILES

To:

U.S. Bank National Association, as Indenture Trustee 209 South LaSalle Street, Suite 300 Chicago, Illinois 60604, Attention: Structured Finance-GPHE 2004-3 Deutsche Bank National Trust Company, as Custodian 1761 East St. Andrew Place Santa Ana, CA 92705-4934 Attention: Mortgage Custody TW043C

Gentlemen:

In connection with the administration of the Mortgage Loans held by you as Indenture Trustee, under the Sale and Servicing Agreement dated as of June 1, 2004 among GreenPoint Mortgage Funding, Inc., as a Seller and Servicer, Terwin Advisors LLC, as a Seller, GreenPoint Mortgage Securities LLC, as Sponsor, The Murrayhill Company, as Credit Risk Manager and you, as Indenture Trustee, the undersigned requests the temporary release of the Mortgage Loans and the related Mortgage Files for the Mortgage Loans identified in the schedule attached to this Request.

GREENPOINT MORTGAGE FUNDING, INC., as Servicer
By:
	Name:
	Title:
	Date:

ACKNOWLEDGED BY:
U.S. BANK NATIONAL ASSOCIATION,		DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity,     but solely as Indenture Trustee		as Custodian
By:		By:
	Name:		Name:
	Title:		Title:
	Date:		Date:

C-2-1

EXHIBIT D

FORM OF CREDIT LINE AGREEMENT

D-1

EXHIBIT E

FORM OF NON-NEGOTIABLE

GREENPOINT MORTGAGE SECURITIES LLC

PROMISSORY NOTE

June [    ], 2004

EXCEPT TO THE EXTENT PROVIDED IN THE SALE AND SERVICING AGREEMENT REFERRED TO BELOW, THIS PROMISSORY NOTE AND ANY INTEREST REPRESENTED HEREBY SHALL NOT BE TRANSFERRED, ASSIGNED, EXCHANGED, CONVEYED, PLEDGED, HYPOTHECATED OR OTHERWISE THE SUBJECT OF THE GRANT OF A SECURITY INTEREST AND ANY ATTEMPT TO TRANSFER, ASSIGN, EXCHANGE, CONVEY, PLEDGE, HYPOTHECATE OR GRANT A SECURITY INTEREST IN THIS PROMISSORY NOTE OR ANY INTEREST REPRESENTED HEREBY SHALL BE VOID AND OF NO EFFECT.

FOR VALUE RECEIVED, the undersigned, GREENPOINT MORTGAGE SECURITIES LLC, a Delaware limited liability company (the “Sponsor”), promises to pay to GREENPOINT MORTGAGE FUNDING, INC., a California corporation (the “Servicer”), on the terms and subject to the conditions set forth herein and in the Sale and Servicing Agreement referred to below, the aggregate unpaid Purchase Price of all assets purchased and to be purchased by the Purchaser pursuant to the Sale and Servicing Agreement; provided that such amount shall in no event exceed $30,000,000. Such amount as shown in the records of the Servicer will be rebuttable presumptive evidence of the principal amount owing under this Note.

1. Sale and Servicing Agreement. This Note is the Sponsor Promissory Note described in, and is subject to the terms and conditions set forth in, that certain Sale and Servicing Agreement dated as of June 1, 2004 (as the same may be amended, supplemented, restated or otherwise modified in accordance with its terms, the “Sale and Servicing Agreement”), among the Sponsor, the Servicer, the Sellers, the Indenture Trustee, and the Credit Risk Manager. Reference is hereby made to the Sale and Servicing Agreement for a statement of certain other rights and obligations of the Sponsor and the Servicer.

2. Definitions. Capitalized terms used (but not defined) herein have the meanings ascribed thereto in the Sale and Servicing Agreement. In addition, as used herein, the following terms have the following meanings:

“Bankruptcy Proceedings” has the meaning set forth in clause (a) of paragraph 7 hereof.

“Final Maturity Date” means the date that falls one year and one day after the Termination Date.

“Junior Liabilities” means all obligations of the Sponsor to the Servicer under this Note.

“Senior Liabilities” means all obligations of the Sponsor to the Trust and any other obligations of the Sponsor arising under or in connection with the Sale and Servicing Agreement,

howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or thereafter existing, or due or to become due on or before the Final Maturity Date.

“Subordination Provisions” means, collectively, clauses (a) through (j) of paragraph 7 hereof.

3. Interest. Subject to the Subordination Provisions and paragraph 10 hereof, the Sponsor promises to pay interest on the aggregate unpaid principal amount of this Note outstanding on each day, at the Class A Note Rate for the related Payment Date.

4. Interest Payment Dates. Subject to the Subordination Provisions, paragraph 10 hereof, the Sponsor shall pay accrued interest on this Note on each Payment Date and on the Final Maturity Date. The Sponsor also shall pay accrued interest on the principal amount of each prepayment hereof on the date of each such prepayment.

5. Basis of Computation. Interest accrued hereunder shall be computed for the actual number of days elapsed on the basis of a 360-day year.

6. Principal Payment Dates. Subject to the Subordination Provisions, any unpaid principal of this Note shall be paid on the Final Maturity Date (or, if such date is not a Business Day, the next succeeding Business Day). Subject to the Subordination Provisions, paragraph 10 hereof, the principal amount of and accrued interest on this Note may be prepaid on any Business Day without premium or penalty.

7. Subordination Provisions. The Sponsor covenants and agrees, and the Servicer, by its acceptance of this Note, likewise covenants and agrees, that the payment of all Junior Liabilities is hereby expressly subordinated in right of payment to the payment and performance of the Senior Liabilities to the extent and in the manner set forth in the following clauses of this paragraph 7:

(a) (i) In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar event relating to the Sponsor, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency, receivership or other similar proceedings, or upon an assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of the Sponsor or any sale of all or substantially all of the assets of the Sponsor except pursuant to the Sale and Servicing Agreement (such proceedings being herein collectively called “Bankruptcy Proceedings”), and (ii) on and after the occurrence of an Event of Default, the Senior Liabilities shall first be paid and performed in full and in cash before the Servicer shall be entitled to receive and to retain any payment or distribution in respect of the Junior Liabilities. In order to implement the foregoing: (x) all payments and distributions of any kind or character in respect of the Junior Liabilities to which the Servicer would be entitled except for this clause (a) shall be made directly to the Indenture Trustee (for the benefit of the Noteholders, and the Insurer); and (y) the Servicer hereby irrevocably agrees that the Indenture Trustee (on behalf of the Noteholders), in the name of the Servicer or otherwise, may demand, sue for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any such Bankruptcy Proceedings with respect to any and all claims of the

E-2

Servicer relating to the Junior Liabilities, in each case until the Senior Liabilities shall have been paid and performed in full and in cash.

(b) Following the occurrence of any of the events described in clause (a)(i) or (ii), in the event that the Servicer receives any payment or other distribution of any kind or character from the Sponsor or from any other source whatsoever, in respect of the Junior Liabilities, such payment or other distribution shall be received in trust for the Indenture Trustee and shall be turned over by the Servicer to the Indenture Trustee (for the benefit of the Noteholders, and the Insurer) forthwith. All payments and distributions received by the Indenture Trustee in respect of this Note, to the extent received in or converted into cash, may be applied by the Indenture Trustee (for the benefit of the Noteholders and the Insurer) first to the payment of any and all reasonable expenses (including reasonable attorneys’ fees and legal expenses) paid or incurred by the Indenture Trustee, the Noteholders or the Insurer in enforcing these Subordination Provisions, or in endeavoring to collect or realize upon the Junior Liabilities, and any balance thereof shall, solely as between the Servicer and the Noteholders and the Insurer, be applied by the Indenture Trustee toward the payment of the Senior Liabilities in a manner determined by the Indenture Trustee to be in accordance with the Indenture; but as between the Sponsor and its creditors, no such payments or distributions of any kind or character shall be deemed to be payments or distributions in respect of the Senior Liabilities.

(c) Upon the final payment in full and in cash of all Senior Liabilities, the Servicer shall be subrogated to the rights of the Indenture Trustee to receive payments or distributions from the Sponsor that are applicable to the Senior Liabilities until the Junior Liabilities are paid in full.

(d) These Subordination Provisions are intended solely for the purpose of defining the relative rights of the Servicer, on the one hand, and the Indenture Trustee (on behalf of Noteholders and the Insurer), on the other hand. Nothing contained in these Subordination Provisions or elsewhere in this Note (subject to paragraph 10 hereof) is intended to or shall impair, as between the Sponsor, its creditors (other than the Noteholders and the Insurer) and the Servicer, the Sponsor’s obligation, which is unconditional and absolute, to pay the Junior Liabilities as and when the same shall become due and payable in accordance with the terms hereof (subject to paragraph 10 hereof) and of the Sale and Servicing Agreement or to affect the relative rights of the Servicer and creditors of the Sponsor (other than the Noteholders and the Insurer).

(e) The Servicer shall not, until the Senior Liabilities have been finally paid and performed in full and in cash, (i) cancel, waive, forgive, transfer or assign, or commence legal proceedings to enforce or collect, or subordinate to any obligation of the Sponsor, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or thereafter existing, or due or to become due (other than the Senior Liabilities), the Junior Liabilities or any rights in respect hereof or (ii) convert the Junior Liabilities into an equity interest in the Sponsor, unless, in the case of each of clauses (i) and (ii) above, the Servicer shall have received the prior written consent of the Indenture Trustee and the Insurer in each case.

(f) The Servicer shall not, except without the advance written consent of the Indenture Trustee and the Insurer commence, or join with any other Person in commencing, any Bankruptcy Proceedings with respect to the Sponsor until at least one year and one day have passed since the Termination Date.

E-3

(g) If, at any time, any of the payment (in whole or in part) made with respect to any Senior Liabilities is rescinded or must be restored or returned by the Indenture Trustee or Noteholders or the Insurer (whether in connection with any Bankruptcy Proceedings or otherwise), these Subordination Provisions shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made.

(h) The Indenture Trustee (on behalf of Noteholders and the Insurer) may, from time to time, with the consent of the Insurer without notice to the Servicer, and without waiving any of its rights under these Subordination Provisions, take any or all of the following actions: retain or obtain an interest in any property to secure any of the Senior Liabilities; (ii) retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Liabilities; (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Liabilities, or release or compromise any obligation of any nature with respect to any of the Senior Liabilities; (iv) amend, supplement, amend and restate, or otherwise modify the Sale and Servicing Agreement or any related document; and (v) release its security interest in or surrender, release or permit any substitution or exchange for all or any part of any rights or property securing any of the Senior Liabilities, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such rights or property.

(i) The Servicer hereby waives: (i) notice of acceptance of these Subordination Provisions by any of the Noteholders and the Insurer, (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Liabilities; and (iii) all diligence in enforcement, collection or protection of, or realization upon, the Senior Liabilities, or any thereof, or any security therefor.

(j) These Subordination Provisions constitute a continuing offer from the Sponsor to all Persons who become the holders of, or who continue to hold, Senior Liabilities; and these Subordination Provisions are made for the benefit of the Noteholders and the Insurer, and the Indenture Trustee may proceed to enforce such provisions on behalf of each of such Persons.

8. General. No failure or delay on the part of the Servicer in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No amendment, modification or waiver of, or consent with respect to, any provision of this Note shall in any event be effective unless (a) the same shall be in writing and signed and delivered by the Sponsor and the Servicer, and (b) all consents required for such actions under the Sale and Servicing Agreement and the Sale and Servicing Agreement shall have been received by the appropriate Persons. The rights and remedies granted hereunder to the Indenture Trustee and the Noteholders are subject to exercise as provided in the Sale and Servicing Agreement.

9. Limitation on Interest. Notwithstanding anything in this Note to the contrary, the Sponsor shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum interest rate that may be contracted for, charged or received without violation of applicable federal or state law.

E-4

10. Acknowledgment. The Servicer acknowledges and agrees that it has no rights to payment under this Note, and will not make any claim for payment hereunder, unless funds are available for payment by the Sponsor in excess of amounts due and payable by it at the time under the Indenture and the Sale and Servicing Agreement.

11. No Negotiation. This Note is not negotiable.

12. Governing Law. THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

13. Captions. Paragraph captions used in this Note are provided solely for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Note.

GREENPOINT MORTGAGE SECURITIES LLC

By:

Name:

Title:

E-5

EXHIBIT F

FORM OF CERTIFICATE:

LOAN LEVEL REPORTING

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

Data: T0nnMMYY.LNS	Field Nbr	Format	Definition
Servicer Loan No.	1	13(X)	Unique loan number assigned to the mortgage by the Seller/Servicer
Blank		1(x)
Due Date of Last Paid Installment (DDLPI)	2	YYYYMMDD	Due Date of last full payment received from the borrower.
Blank		1(x)
Last Payment Received Date (LPRD)	3	YYYYMMDD	Receipt Date of the last fully paid monthly installment of principal, interest, and escrow (if any) that was received from the borrower. Note: Dates of partial payments should not be entered here. (Data is when payment was actually received from the borrower) If this information is not available, then populate the field with the default value of 19000101.
Blank		1(x)
Unpaid Principal Balance (UPB) 100%	4	13.2	Unpaid Principal balance as of the end of the current period
Blank		1(x)
Interest Paid	5	13.2	Gross / Coupon Interest payment amount
Blank		1(x)
Principal Paid	6	13.2	Total principal paid down on the mortgage balance.
			*  For approved payment reversals or principal applied incorrectly in a prior cycle the amount of negative principal to bring the mortgage balance in line with the correct UPB reported.
Blank		1(x)
Draw Amount	7	13.2	Total draws made against the line of credit for the current month
Blank		1(x)

Data: T0nnMMYY.LNS	Field Nbr	Format	Definition
Exception Code	8	2(x)	This field should contain an exception code only when exception activity occurs for that period, otherwise this field should contain a 0.
			DEFAULT VALUE IS 0.
			40 Inactivate loan, deemed the loan non-recoverable
			60 Payoff - mortgage matured
			61 Payoff - mortgage prepaid
			65 Payoff - mortgage repurchased
			69 Payoff - mortgage liquidated
			70 Transfer to REO (status change exception)
			72 Foreclosure (change of status from Active to Foreclosure)
			80 Substituted Loan - Loan is added as a substitute for another loan
			81 Reinstated Loan - Loan was previously delinquent, but the borrower has brought it current.
			90 Loan Modified - This is an exceptional activity code which is reserved for future use. Modifications typically require repurchase from the trust prior to modifying the loan.
Blank		1(x)
Exception Date	9	YYYYMMDD	Date the exception occurred. If an exception has not occurred, this field should contain the default value of 19000101.
Blank		1(x)
Mortgage Note Rate	10	6.3	Rate associated with the borrower’s scheduled payment
Blank		1(x)
Mortgage P&I Amount	11	13.2	Principal and interest portion of the borrowers minimum installment. Note: 100% of the principal and interest amount should be entered in this field, including servicing and guarantee fees.
Blank		1(x)
Realized Losses	12	13.2	Amount of realized losses for that period. This field will also include any supplemental claims or proceeds for loans liquidated in a previous cycle.
Blank		1(x)
Cumulative Principal Advances	13	13.2	Total principal payments advanced by the Servicer and not repaid by the borrower. NOT APPLICABLE—DO NOT REPORT
Blank		1(x)
Interest Advances	14	13.2	Amount of interest payment advanced by the Servicer for that period. NOT APPLICABLE—DO NOT REPORT
Blank		1(x)
Loan Status	15	1(X)	Pertains to activity in the prior reporting cycle.
			0 - Active
			4 - Foreclosure
			5 - REO
			6 - Closed (PAYOFFS & REPURCHASES)
			9 - Bankruptcy (OVERRIDES Active Status)
			Note: 30,60 & 90 day delinquency status will be derived from the DDLPI field.
Blank		1(x)
Subservicer No.	16	6	Subservicer ID# - 6 digits
Blank		1(x)
Actual Loan Balance	17	13.2	Actual loan balance outstanding from the borrower.
Blank		1(x)

F-2

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

The Notes:

• File must be a text file (either space or tab delimited).

• Any dates should be in YYYYMMDD format. They should not contain slashes (/) or dashes (-).

• Number fields should NOT include commas.

• Any negative number should be denoted by a “-” in front of the number, do not put the “-” after the number or use parentheses.

F-3

SCHEDULE I

EARLY PAYMENT DEFAULT SCHEDULE: GREENPOINT MORTGAGE LOANS

I-1

SCHEDULE II

EARLY PAYMENT DEFAULT SCHEDULE: TERWIN MORTGAGE LOANS

II-1

EX-4.3

Exhibit 4.3

TRUST AGREEMENT

between

GREENPOINT MORTGAGE SECURITIES LLC

Sponsor

and

WILMINGTON TRUST COMPANY

Owner Trustee

Dated as of June 1, 2004

GREENPOINT HOME EQUITY LOAN TRUST 2004-3

HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES 2004-3

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 and Residual Certificateholders	3
ARTICLE II Organization		3
SECTION 2.1.	Name	3
SECTION 2.2.	Office	3
SECTION 2.3.	Purposes and Powers	3
SECTION 2.4.	Appointment of Owner Trustee	4
SECTION 2.5.	Initial Capital Contribution of Trust Estate; Capital Accounts	4
SECTION 2.6.	Declaration of Trust	4
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	5
SECTION 2.11.	Federal Income Tax Allocations	7
SECTION 2.12.	Covenants of the Sponsor	7
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	9
SECTION 4.3.	Authentication of Residual Certificates	10
SECTION 4.4.	Registration of Transfer and Exchange of Residual Certificates	10
SECTION 4.5.	Mutilated, Destroyed, Lost or Stolen Residual Certificates	10
SECTION 4.6.	Persons Deemed Residual Certificateholders	11
SECTION 4.7.	Access to List of Residual Certificateholders’ Names and Addresses	11
SECTION 4.8.	Maintenance of Office or Agency	11
SECTION 4.9.	ERISA Restrictions	12
SECTION 4.10.	Restrictions on Transfer of Residual Certificates	12
SECTION 4.11.	Distributions on Residual Certificates	13
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	15

SECTION 5.3.	Action with Respect to Bankruptcy	15
SECTION 5.4.	Restrictions on Residual Certificateholders’ Power	16
SECTION 5.5.	Majority Control	16
SECTION 5.6.	Rights of the Insurer	17
SECTION 5.7.	[Reserved]	17
SECTION 5.8.	Insurer’s Rights Regarding Actions, Proceedings or Investigations	17
ARTICLE VI Certain Duties		18
SECTION 6.1.	Accounting and Records to the Noteholders, Residual Certificateholders, the Internal Revenue Service and Others	18
SECTION 6.2.	Signature on Returns; Tax Matters Partner	19
SECTION 6.3.	Underwriting Agreement	19
ARTICLE VII Authority and Duties of Owner Trustee		19
SECTION 7.1.	General Authority	19
SECTION 7.2.	General Duties	19
SECTION 7.3.	Action upon Instruction	20
SECTION 7.4.	No Duties Except as Specified in this Agreement or in Instructions	21
SECTION 7.5.	No Action Except under Specified Documents or Instructions	21
SECTION 7.6.	Restrictions	21
ARTICLE VIII Concerning the Owner Trustee		21
SECTION 8.1.	Acceptance of Trust and Duties	21
SECTION 8.2.	Furnishing of Documents	23
SECTION 8.3.	Representations and Warranties	23
SECTION 8.4.	Reliance; Advice of Counsel	23
SECTION 8.5.	Not Acting in Individual Capacity	24
SECTION 8.6.	Owner Trustee Not Liable for Notes, Residual Certificates or Mortgage Loans	24
SECTION 8.7.	Owner Trustee May Own Notes and Residual Certificates	24
SECTION 8.8.	Payments from Owner Trust Estate	24
SECTION 8.9.	Doing Business in Other Jurisdictions	25
ARTICLE IX Compensation of Owner Trustee		25
SECTION 9.1.	Owner Trustee’s Fees and Expenses	25
SECTION 9.2.	Indemnification	25
SECTION 9.3.	Payments to the Owner Trustee	26
SECTION 9.4.	Non-recourse Obligations	26
ARTICLE X Termination of Trust Agreement		26
SECTION 10.1.	Termination of Trust Agreement	26

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ARTICLE XI Successor Owner Trustees and Additional Owner Trustees		27
SECTION 11.1.	Eligibility Requirements for Owner Trustee	27
SECTION 11.2.	Resignation or Removal of Owner Trustee	28
SECTION 11.3.	Successor Owner Trustee	29
SECTION 11.4.	Merger or Consolidation of Owner Trustee	29
SECTION 11.5.	Appointment of Co-Owner Trustee or Separate Owner Trustee	29
ARTICLE XII Miscellaneous		31
SECTION 12.1.	Supplements and Amendments	31
SECTION 12.2.	No Legal Title to Owner Trust Estate in Residual Certificateholders	32
SECTION 12.3.	Limitations on Rights of Others	32
SECTION 12.4.	Notices	32
SECTION 12.5.	Severability	32
SECTION 12.6.	Separate Counterparts	33
SECTION 12.7.	Assignments; Insurer	33
SECTION 12.8.	No Petition	33
SECTION 12.9.	No Recourse	33
SECTION 12.10.	Headings	34
SECTION 12.11.	GOVERNING LAW	34
SECTION 12.12.	Servicer	34
SECTION 12.13.	Customer Identification	34

EXHIBITS

Exhibit A	Form of Residual Certificate
Exhibit B	Form of Certificate of Trust
Exhibit C	Form of Transfer Certificate

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TRUST AGREEMENT dated as of June 1, 2004 (the “Agreement”) between GREENPOINT MORTGAGE SECURITIES LLC, a Delaware limited liability company (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 June 1, 2004 (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.

“Class”: shall mean either the Class B or Class G Certificates as the context requires.

“Class B Certificates” shall mean the Class of Residual Certificate denominated as Class B.

“Class G Certificates” shall mean the Class of Residual Certificate denominated as Class G.

“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 Statutory Trust Statute.

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

“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.

“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 the Distribution 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.

“Percentage Interest” shall mean the percentage set forth on the face of a Residual Certificate, representing its interest in the related Class.

“Proposer” shall have the meaning ascribed to it in Section 5.2 herein.

“Residual Certificates” shall mean one or more Classes of trust certificates evidencing, in the aggregate, the beneficial ownership interest of the Residual Certificateholders in the Trust, substantially in the form of Exhibit A 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.

“Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq. as the same may be amended from time to time.

“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,

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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.”

(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 and Residual Certificateholders. Whenever any provision of this Agreement refers to action to be taken, or consented to, by Noteholders or Residual Certificateholders, such provision shall be deemed to refer to the Noteholder or Residual Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Residual Certificateholders.

ARTICLE II

Organization

SECTION 2.1. Name. There is hereby formed a trust to be known as “GreenPoint Home Equity Loan Trust 2004-3”, 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.

SECTION 2.3. Purposes and Powers.

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 pursuant to this Agreement, and to sell the Notes and Residual 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;

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(iii) with the proceeds of the sale of the Notes, to 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 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; Capital Accounts.

(a) The Sponsor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1 in exchange for which the Owner Trustee shall issue to the Sponsor the Class G Certificate. 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 evidenced by the Class G Certificate and shall be deposited in the Distribution 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. The Sponsor’s payment of such amounts will not increase the Class Principal Balance of the Class G Certificates.

(b) The Trust will create and maintain capital accounts for the Class B Certificateholders and Class G Certificateholders, reflecting therein all contributions by such holders and allocations of income and loss and withdrawals and distributions. The initial capital account for the Class B Certificateholders shall reflect capital of zero upon issuance and for the Class G Certificateholders shall reflect capital of $1 upon issuance. The Indenture Trustee shall perform the obligations of the Trust in this Section 2.5(b) pursuant to Section 6.23 of the Indenture.

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, subject to the obligations of the Trust

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under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a partnership in which the holders of the Class G Certificates and the holders of the Class B Certificates are partners and that, unless otherwise required by appropriate tax authorities, 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 Statutory 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 in the State of Delaware and administered in the States of Delaware and Illinois. 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 Illinois. Payments will be received by the Trust only in Delaware or Illinois and payments will be made by the Trust only from Delaware or Illinois. 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 principal office of the Trust will be at the Corporate Trust Office in Delaware.

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 and the Residual Certificates and upon which the Insurer relies in issuing the Policy.

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(a) The Sponsor is duly organized and validly existing as a Delaware limited liability company 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 company 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 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 action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary 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 formation or operating agreement 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

(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 or the Residual 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

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to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

SECTION 2.11. Federal Income Tax Allocations

(a) 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.

(b) The Issuer will compute net income or net loss (and each item of income, gain, loss, and deduction entering into the computation thereof) monthly as of the Record Date for such month for the period beginning on the immediately preceding Payment Date and ending on and inclusive of such Record Date. The Issuer will separately compute the items described in section 702(a) of the Code, including gains and losses from sales and exchanges of capital assets held for more than one year, and gains and losses from capital assets held for less than one year. During the Managed Amortization Period, the amounts so computed will be allocated solely among the Class B Certificateholders based on their relative percentage interests in the Class B Certificates. During the Rapid Amortization Period, except as provided in clause (d) below, the amounts so calculated will be allocated between the Class G Certificateholder and the Class B Certificateholders based on their relative Class Principal Amounts as of the immediately preceding Payment Date, after taking into account the allocations of income, gain, deduction, and loss and any distribution occurring on such immediately preceding Payment Date. Amounts allocated to the Class B Certificates will be further allocated among the Class B Certificateholders in accordance with their percentage interests in the Class B Certificates.

(c) During the Managed Amortization Period, the Issuer will treat the “interest” paid to the Class G Certificateholder on the Additional Balance Contributed Amount as a guaranteed payment under section 707(c) of the Code, and therefore, and item of deduction for the Issuer.

(d) Upon termination of the Trust in accordance with Section 7.01 of the Sale and Servicing Agreement, in connection with making final distributions to each class of Residual Certificateholders, the Trust will modify the allocations set forth in this paragraph if necessary or appropriate, in the sole discretion of a majority in interest of the Class B Certificateholders and the Class G Certificateholders, to fairly reflect the economic income, gain, deduction, or loss of each class of Residual Certificateholders.

(e) The Indenture Trustee shall perform the obligations of the Issuer in this Section 2.11 pursuant to Section 6.23 of the Indenture.

SECTION 2.12. Covenants of the Sponsor. The Sponsor agrees and covenants for the benefit of each Residual Certificateholder, 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 formation, its operating agreement and the Basic Documents;

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(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;

(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

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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, 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. The Residual Certificates shall be issued in two classes, Class B and Class G. Such Residual Certificate(s) are duly authorized, validly issued, and entitled to the benefits of this Agreement. The Sponsor shall at all times keep and own a Class G Certificate representing no less than a 1% Percentage Interest, and at no time will the Sponsor sell or alienate its interest represented by Class G Certificates in such a way as to reduce its aggregate beneficial ownership in the Class G Certificates to less than a 1% Percentage Interest.

SECTION 4.2. The Residual Certificates. Each Class of Residual Certificates shall be issued in minimum Percentage Interests of 10% and integral multiples of 1% in excess thereof. The Residual Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee. Residual 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

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shall have ceased to be so authorized prior to the authentication and delivery of such Residual Certificates or did not hold such offices at the date of authentication and delivery of such Residual Certificates. A transferee of a Residual Certificate shall become a Residual Certificateholder and shall be entitled to the rights and subject to the obligations of a Residual Certificateholder, hereunder, upon due registration of such Residual Certificate in such transferee’s name pursuant to Section 4.4.

SECTION 4.3. Authentication of Residual 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 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 action by the Sponsor, in authorized denominations. No Residual 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 a certificate of authentication substantially in the form set forth in Exhibit A (with respect to a Residual Certificate), executed by the Owner Trustee, by manual signature; such authentication shall constitute conclusive evidence that such Residual Certificate shall have been duly authenticated and delivered hereunder. All Residual Certificates shall be dated the date of their authentication.

SECTION 4.4. Registration of Transfer and Exchange of Residual 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 as herein provided. The Owner Trustee shall be the initial Certificate Registrar and shall provide the Indenture Trustee the names and addresses of each holder of a Residual Certificate upon request.

In furtherance of and not in limitation of the foregoing, each Residual Certificateholder, by acceptance of its Residual Certificate, specifically acknowledges that it has no right to or interest in any monies at any time held in the Trust Estate prior to the release of such monies pursuant to Section 8.7(b)(xiv) 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 Trust Estate 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 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 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 Trust Estate, 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. If (a) any mutilated Residual Certificate shall be surrendered to the Certificate Registrar, or if the

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Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Residual 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 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, a new Residual Certificate, respectively, of like Class, tenor and Percentage Interest. In connection with the issuance of any new Residual 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 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 shall be found at any time.

SECTION 4.6. Persons Deemed Residual Certificateholders. Every Person by virtue of becoming a Residual 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 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 shall be registered in the Certificate Register as the owner of such Residual 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.

SECTION 4.7. Access to List of Residual 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 as of the most recent Record Date. If three or more Holders of Residual Certificates or one or more Holders of a Class of Residual Certificates evidencing not less than 25% by Percentage Interest of such Class apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Residual Certificateholders with respect to their rights under this Agreement or under the Residual 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, 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 an office or offices or agency or agencies where Residual 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 and the Basic Documents may be

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served. The Owner Trustee initially designates its corporate trust administration office located at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: GPHE 2004-3 for such purposes. The Owner Trustee shall give prompt written notice to the Sponsor, the Residual 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. The Residual Certificates may not be acquired or transferred to a transferee, other than the Sponsor or its affiliate, for, or on behalf of (i) an employee benefit plan (as defined in Section 3(3) of ERISA whether or not subject to the provisions of Title I of ERISA), (ii) a plan (as defined in Section 4975 (e) (1) of the Code whether or not subject to Section 4975 of the Code) or (iii) any entity deemed to hold the assets of the foregoing (each, a “Benefit Plan”). Each prospective transferee, other than the Sponsor or its affiliate, shall represent and warrant to the Owner Trustee and the Certificate Registrar that it is not a Benefit Plan, in accordance with Exhibit C hereto. By accepting and holding its beneficial ownership interests in its Residual 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.

(a) The Residual 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, “transferred” or a “transfer”) only in accordance with this Section 4.10.

(b) Each prospective transferee of a Residual Certificate, other than the Sponsor, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that:

(i) Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and is aware that the seller of such Residual Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the 1940 Act, as amended (including, but not limited to, the Sponsor).

(ii) Such Person understands that such Residual Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “qualified institutional buyer” or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States.

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(iii) Such Person shall comply with the provisions of Section 4.9, as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Certificate.

(c) Except with respect to the initial transfer of the Class B Certificates to Terwin Advisors LLC (or its affiliate) and the first transfer of the Class B Certificates by Terwin Advisors LLC (or its affiliate), no pledge or transfer of a Residual Certificate shall be effective unless such purchase or transfer is (i) to a single beneficial owner and (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee and the Insurer, which Opinion of Counsel shall not be an expense of the Trust, the Certificate Registrar, the Insurer or the Sponsor, to the effect that (a) such pledge or transfer will not cause the Trust to be treated for federal income tax purposes as an association taxable as a corporation, a taxable mortgage pool, or a publicly traded partnership taxable as a corporation and (b) such pledge or transfer will not jeopardize the status of the Notes as debt for all purposes.

(d) No transfer, including any pledge, of Residual Certificates shall be effective, and the purported transferor shall continue to be regarded as the beneficial owner of the Residual Certificates, if, as a result of the transfer (or pledge), there would be more than 80 beneficial owners of Certificates. For purposes of applying this restriction, if the registered holder of Certificates is a partnership (or an entity treated as a partnership for federal income tax purposes), a grantor trust, or an S corporation, the Certificates shall be treated as being beneficially owned by the partners, beneficiaries, or shareholders. The Owner Trustee and Certificate Registrar shall be under no obligation to determine the number of such beneficial owners. The transferee or pledgee shall certify in writing to the Owner Trustee and Certificate Registrar the number of such partners, beneficiaries and shareholders, and the Owner Trustee and Certificate Registrar may conclusively rely on such certifications. Moreover, to ensure that the Issuer will not become subject to payment of U.S. withholding tax, any transfer of Certificates to a person other than a U. S. person is prohibited.

(e) Notwithstanding any contrary provision in this Section 4.10 and only with respect to the first transfer of the Class B Certificates from Terwin Advisors LLC or its affiliate, the Class B Certificates may be transferred to an affiliate of Terwin Advisors LLC that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D of the Securities Act.

SECTION 4.11. Distributions on Residual Certificates.

(a) The Residual Certificateholders will be entitled to distributions on each Payment Date, as provided in this Agreement, the Sale and Servicing Agreement and the Indenture. With respect to any Payment Date, any amounts remaining in the Distribution Account for payment to the Residual Certificateholders pursuant to Section 8.7(b)(xiv) of the Indenture, to the extent such funds are received by the Owner Trustee, shall be distributed by the Owner Trustee as follows:

(i) with respect to any Payment Date during the Managed Amortization Period, to the Class B Certificateholders; and

(ii) with respect to any Payment Date during the Rapid Amortization Period, concurrently, to the Class B Certificateholders and the Class G Certificateholders, pro rata

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based on their respective Class Principal Balance; provided, however, that the Class G Certificateholders shall have no right to such distributions unless all unpaid and unreimbursed Expenses due and owing to the Owner Trustee pursuant to the Basic Documents (including Section 9.2 herein) shall have been paid from such amounts available for distribution to the Class G Certificates.

provided, further, on the Payment Date on which the Redemption Price is distributed, the portion, if any, of the Redemption Price equal to the Class Principal Balance of the Class G Certificates shall be distributed pursuant to this Section 4.11(a) to the Class G Certificateholders and the portion, if any, of the Redemption Price equal to the Class Principal Balance of the Class B Certificates shall be distributed pursuant to this Section 4.11(a) to the Class B Certificateholders, as applicable.

(b) With respect to each Payment Date, the Owner Trustee, to the extent the Servicer has provided the related Servicing Certificate to the Owner Trustee pursuant to Section 4.01 of the Sale and Servicing Agreement, shall deliver or make available the Servicing Certificate for such Payment Date to each Residual Certificateholder.

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 Sponsor and the Insurer in writing of the proposed action and the Sponsor, the Insurer and the Residual Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Sponsor or the Insurer have withheld consent or provided alternative direction:

(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 Statutory Trust Statute);

(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 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;

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(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.

Any action described under (b), (c), (d), (h), (i), (k), (l) and (m) shall require the prior approval of the Residual Certificateholders. 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.

SECTION 5.2. Action by Residual Certificateholders with Respect to Certain Matters. 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 Indenture Trustee. 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 Indenture Trustee. 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 Insurer in addition to the interests of the Trust and whether

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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 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. §§ 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.

(b) No 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 of each class 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% Percentage Interest of each Class of Residual Certificates. Except as expressly provided herein, any written notice of the Residual

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Certificateholders delivered pursuant to this Agreement shall be effective if signed by Residual Certificateholders evidencing not less than a 51% Percentage Interest in each 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 judgment against the Trust, (iii) authorize the merger or consolidation of the Trust with or into any other statutory 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.

SECTION 5.7. [Reserved]

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

(a) Notwithstanding anything contained herein or in the other Basic Documents to the contrary and providing that no Insurer Default has occurred or is continuing, 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, a 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, a Seller, the Sponsor, the Trust or any affiliate thereof, the Owner 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

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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, a Seller, the Sponsor, the Trust or any affiliate thereof.

(d) Notwithstanding anything contained herein or in any of the other Basic Documents to the contrary, the 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 Residual Certificateholder, by acceptance of its 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 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, Residual Certificateholders, the Internal Revenue Service and Others. The Indenture Trustee 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 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 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, if applicable), 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 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 Residual Certificateholders and the appropriate forms relating thereto. The Owner Trustee or the Residual Certificateholders, as the case may be, shall make all elections pursuant to this Section as directed in writing by the Indenture Trustee. 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 Indenture Trustee. The Indenture Trustee will direct the Owner Trustee and the Owner Trustee shall elect under Section 1278 of the Code to include in income currently any

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market discount that accrues with respect to the Mortgage Loans and shall elect under Section 171(c) of the Code to amortize any bond premium with respect to the Mortgage Loans. The Indenture Trustee shall not direct the Owner Trustee to make, and the Owner Trustee shall not make, the election provided under Section 754 of the Code.

SECTION 6.2. Signature on Returns; Tax Matters Partner.

(a) 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 applicable Residual Certificateholder.

(b) The majority holder of the Class G Certificates 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 Notes in the principal amount of $226,987,000. 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.

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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.

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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):

(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;

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(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 and the Residual 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 or any Residual 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.

(g) Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Issuer or any other Person any filings, certificates, affidavits or other instruments in connection with certifications required under the Sarbanes-Oxley Act of 2002.

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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.

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

(a) It is a 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.

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(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.

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 or Mortgage Loans. The recitals contained herein and in the Notes and the Residual Certificates (other than the signature and countersignature of the Owner Trustee on the Notes and the Residual 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) or of the Residual Certificates, (other than the signature and countersignature of the Owner Trustee on the Residual 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 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 and Residual Certificates. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Notes or Residual 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

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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.

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 Terwin Advisors LLC 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 and the Servicer shall be liable as primary obligors 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 fees (to the extent otherwise unpaid), 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 and the Servicer 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

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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 and the Servicer, which approval shall not be unreasonably withheld.

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 Optional Redemption Holder 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 Indenture 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 shall surrender their Residual Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Residual 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

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of the Residual Certificates shall be made upon presentation and surrender of the Residual Certificates at the office of the Owner 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 at the office of the Owner 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. Upon presentation and surrender of the Residual Certificates, the Owner Trustee shall cause to be distributed to the Residual Certificateholders amounts distributable on such Payment Date pursuant to Section 4.11(a) herein.

In the event that all of the Residual Certificateholders shall not surrender their Residual 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 to surrender their Residual Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Residual 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 concerning surrender of their Residual Certificates, 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, to the extent received by the Owner Trustee, shall be distributed by the Owner Trustee to the Residual Certificateholders pursuant to Section 4.11(a) herein.

(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 Statutory 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 Statutory 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

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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.

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 each class), 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 Sponsor with the consent of the Insurer may remove the Owner Trustee. If the Sponsor 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 and the subsequent consent of Residual Certificateholders representing no less than a 66-2/3% Percentage Interest of each Class, 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

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Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

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

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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.

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.

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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 the Residual Certificateholders and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, (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 each Class (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 or the Residual 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.

It shall not be necessary for the consent of the Noteholders or the Residual Certificateholders 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

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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 LLC, 100 Wood Hollow Drive, Doorstop #32210, Novato, California 94945, Attention: S.A. Ibrahim; if to the Insurer, addressed to Insurer, One State Street Plaza, 19th Floor, New York, New York 10004, (212) 668-0340; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

(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

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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 and each Residual Certificateholder, by accepting a Residual Certificate, 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 Residual Certificates, this Agreement or any of the Basic Documents.

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.

33

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.

SECTION 12.13. Customer Identification. To help the United States (“U.S.”) government fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity who opens an account. Accordingly, the Sponsor and the Servicer must provide to the Indenture Trustee and Wilmington Trust Company their legal name, principal place of business, local office, or other physical location street address, and government issued identification number. If you are a United States entity, such number will be your U.S. taxpayer identification number. If you are a non-U.S. entity, such number will be a taxpayer identification number or a number and country of issuance of any other government-issued document evidencing nationality or residence. If you are a non-U.S. entity and do not have a government-issued identification number, you must provide a copy of a government-issued document which certifies the existence of your business. In addition, Wilmington Trust Company or the Indenture Trustee may request, and you agree to promptly provide to us, copies of documentation which substantiates your identity. Such documentation may include, but is not limited to, financial statements, government licenses, certified copies of formation documents or identification documentation of principals claiming to represent you.

34

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:
	Name: Title:

GREENPOINT MORTGAGE SECURITIES LLC,
	Sponsor
By:
	Name: Title:

Acknowledged and Agreed:

GREENPOINT MORTGAGE FUNDING, INC., Servicer
By:
	Name: Title:

With respect to Section 9.1 only:

TERWIN ADVISORS LLC,
By:
	Name: Title:

EXHIBIT A

FORM OF 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 ACQUIRING THE RESIDUAL CERTIFICATE FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) WHETHER OR NOT SUBJECT TO SECTION 4975 OF THE CODE OR ANY ENTITY DEEMED TO HOLD THE ASSETS OF THE FOREGOING, 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 CLASS G 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.

THE RESIDUAL CERTIFICATES AND ANY INTEREST THEREIN SHALL NOT BE TRANSFERRED UNLESS 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.

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.

GREENPOINT HOME EQUITY LOAN TRUST 2004-3 RESIDUAL CERTIFICATE

Class:
Percentage Interest: 100%	Cut-Off Date:                     , 200
First Payment Date:                     , 200	Issue Date:                     , 200

No.             

GREENPOINT MORTGAGE SECURITIES LLC

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                     , 200   (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, Class             ” (herein called, together with the GreenPoint Home Equity Loan Asset Backed Certificates, Class             , the “Residual Certificates”). Also issued by the Trust under the Indenture is one class of Notes designated as Class A Notes (the “Notes”). 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 pool of certain adjustable rate home equity revolving credit line loans (the “Mortgage Loans”) (including any Additional Balances related thereto).

Under the Trust Agreement, there will be distributed on the   th day of each month or, if such   th day is not a Business Day, the next Business Day (the “Payment Date”), commencing on                     , 200  , 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 Trust Estate prior to the release of such monies pursuant to Section 8.7(b)(xiv) 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 Trust Estate 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 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.

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.

Distributions on this Residual Certificate will be made as provided in the Sale and Servicing Agreement and the Indenture by the Owner Trustee by wire transfer 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 Sellers, the Sponsor, the Servicer, the Insurer, the Indenture Trustee, 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.

The Residual Certificates are issuable only as registered Residual Certificates without coupons in minimum Percentage Interests of 10% and integral multiples of 1% 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 set forth in the Sale and Servicing Agreement.

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.

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 2004-3
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee

By:
	Name: Title:

Dated:                     , 200  

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.

EXHIBIT B

CERTIFICATE OF TRUST OF

GREENPOINT HOME EQUITY LOAN TRUST 200  -  

This Certificate of Trust of GreenPoint Home Equity Loan Trust 2004-3 (the “Trust”), dated as of                     , 200_, is being duly executed and filed by the undersigned trustee to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.).

1. Name. The name of the statutory trust formed hereby is GreenPoint Home Equity Loan Trust 2004-3.

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

3. This Certificate of Trust will be effective                     , 200  .

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:

B-1

EXHIBIT C

TRANSFER CERTIFICATE

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: GPHE 2004-3

Re: Trust Agreement, dated as of June 1, 2004, between GreenPoint Mortgage Securities LLC and Wilmington Trust Company as Owner Trustee; GreenPoint Home Equity Loan Trust 2004-3

Ladies and Gentlemen:

The undersigned (the “Transferee”) has agreed to purchase from                                      (the “Transferor”) a             % Percentage Interest in the Class              Certificates:

A. Rule 144A “Qualified Institutional Buyers” should complete this section

I. The Transferee is (check one):

¨ (i) An insurance company, as defined in Section 2(13) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (iii) a business development company as defined in Section 2(a)(48) of the Securities Act, (iv) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, (v) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, (vi) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (vii) a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, (viii) an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(2) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; or (ix) an investment advisor registered under the Investment Advisors Act of 1940, which, for each of (i) through (ix), owns and invests on a discretionary basis at least $100 million in securities other than securities of issuers

C-1

affiliated with the Transferee, securities issued or guaranteed by the United States or a person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of the United States, bank deposit notes and certificates of deposit, loan participations, repurchase agreements, securities owned but subject to a repurchase agreement, and currency, interest rate and commodity swaps (collectively, “Excluded Securities”);

¨ a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that in the aggregate owns and invests on a discretionary basis at least $10 million of securities other than Excluded Securities and securities constituting the whole or part of an unsold allotment to, or subscription by, Transferee as a participant in a public offering;

¨ an investment company registered under the Investment Company Act that is part of a family of investment companies (as defined in Rule 144A of the Securities and Exchange Commission) which own in the aggregate at least $100 million in securities other than Excluded Securities and securities of issuers that are part of such family of investment companies;

¨ an entity, all of the equity owners of which are entities described in this Paragraph A(I);

¨ a bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution that in the aggregate owns and invests on a discretionary basis at least $100 million in securities other than Excluded Securities and has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than (i) 16 months preceding the date of transfer of the Transferor Interest to the Transferee in the case of Wilmington Trust Company, and (ii) not more than 18 months preceding such date in the case of a foreign bank or savings association or equivalent institution.

II. The Transferee is acquiring such Transferor Interest solely for its own account, for the account of one or more others, all of which are “Qualified Institutional Buyers” within the meaning of Rule 144A, or in its capacity as a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a “Qualified Institutional Buyer”. The Transferee is aware that the seller of the Class B Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and the Transferee is not acquiring such Transferor Interest with a view to or for the resale, distribution, subdivision or fractionalization thereof which would require registration of the Transferor Interest under the Securities Act.

C-2

B. If the Transferee is unable to complete one of paragraph A(I) above, the Transferee must furnish an opinion in form and substance satisfactory to the Trustee of counsel satisfactory to the Trustee to the effect that such purchase will not violate any applicable federal or state securities laws.

C. The Transferee understands that the Class B Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “qualified institutional buyer” or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States.

D. Each Transferee, other than the Sponsor or its affiliate, represents that it is not acquiring the Residual Certificate for, or on behalf of, (A) an “employee benefit plan” as defined in of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to the provisions of Title I of ERISA, or (B) a “plan” within the meaning of Section 4975(e)(1) of the Code whether or not it is subject to Section 4975 of the Code or (C) any entity deemed to hold the assets of the foregoing.

Very truly yours,
	[NAME OF PURCHASER]
	By:
	Title:

Dated:

THE FOREGOING IS ACKNOWLEDGED THIS              DAY OF                     , 20    .

[NAME OF SELLER]

By:

Title:

C-3

EX-4.4

Exhibit 4.4

Assignment, Assumption and Recognition Agreement

This Assignment, Assumption and Recognition Agreement (the “Assignment Agreement”), dated as of June 29, 2004, among Terwin Advisors LLC, a Delaware limited liability company (the “Assignor”), GreenPoint Mortgage Securities LLC, a Delaware limited liability company (the “Assignee”), and GreenPoint Mortgage Funding, Inc. (the “Seller”):

For good and valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1. The Assignor hereby grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as Purchaser, in, to and under (a) those certain Revolving Credit Loans listed on Exhibit A attached hereto (the “GreenPoint Revolving Credit Loans”), except for any interest collections due or accrued on or before the close of business on May 31, 2004 (the “Cut-off Date”); (b) those certain Revolving Credit Loans listed on Exhibit B attached hereto (the “Terwin Revolving Credit Loans” and together with the GreenPoint Revolving Credit Loans, the “Revolving Credit Loans”), except for any interest collections due or accrued on or before the Cut-off Date; (c) the Seller’s Purchase, Warranties and Servicing Agreement dated as of February 12, 2004, but only to the extent of the related Revolving Credit Loans (the “GreenPoint Purchase Agreement”); and (d) the Seller’s Purchase Warranties and Servicing Agreements attached hereto as Exhibit D, but only to the extent of the related Revolving Credit Loans (the “Terwin Purchase Agreements” and together with the GreenPoint Purchase Agreement, the “Purchase Agreements”). For purposes of this Assignment Agreement, the term “Purchase Agreements” include any separate bill of sale, assignment and conveyance or other instrument pursuant to which the Seller and Wachovia Bank, National Association (“Wachovia”) effectuated the purchase and sale of any Revolving Credit Loan following the execution and delivery of the related Purchase Agreements.

2. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under any and all obligations of the Assignor with respect to any Revolving Credit Loans subject to the Purchase Agreements which are not the Revolving Credit Loans set forth on Exhibit A or Exhibit B attached hereto and are not the subject of this Assignment Agreement. The Purchase Agreements and this Assignment Agreement are referred to herein collectively as the “Agreement.”

3. The Seller represents and warrants to the Assignee that (a) the copy of the GreenPoint Purchase Agreement, attached hereto as Exhibit C, provided to the Assignee, is a true, complete and accurate copy of the GreenPoint Purchase Agreement, (b) the GreenPoint Purchase Agreement is in full force and effect as of the date hereof, (c) the provisions thereof have not been waived, amended or modified in any respect, nor have any notices of termination been given thereunder, (d) the GreenPoint Purchase Agreement contain all of the terms and conditions governing the sale of the GreenPoint Revolving Credit Loans by the Seller to Wachovia; provided, however, that the date of purchase and sale and the amount of payment for the GreenPoint Revolving Credit Loans may be set out in a Purchase Price and Terms Letter, as defined in the GreenPoint Purchase Agreement, and (e) the Seller sold, conveyed and transferred

the GreenPoint Revolving Credit Loans to Wachovia pursuant to the GreenPoint Purchase Agreement.

4. The Assignor represents and warrants to the Assignee that (a) the copies of the Terwin Purchase Agreements, attached hereto as Exhibit D, provided to the Assignee, are true, complete and accurate copies of the Terwin Purchase Agreements, (b) the Terwin Purchase Agreements are in full force and effect as of the date hereof, (c) the provisions thereof have not been waived, amended or modified in any respect, nor have any notices of termination been given thereunder, (d) the Terwin Purchase Agreements contain all of the terms and conditions governing the sale of the Terwin Revolving Credit Loans by the related third-party sellers to the Assignor; provided, however, that the date of purchase and sale and the amount of payment for certain Terwin Revolving Credit Loans may be set out in a Purchase Price and Terms Letter, as defined in the Terwin Purchase Agreements, and (e) the related third-party sellers sold, conveyed and transferred the related Revolving Credit Loans to the Assignor pursuant to the related Terwin Purchase Agreements.

5. The Assignor warrants and represents to, and covenants with, the Assignee and the Seller that:

(a) As of the date hereof, the Assignor is not in default under the Purchase Agreements;

(b) The Assignor is transferring the Revolving Credit Loans and any and all of its interests, rights and obligations under the Purchase Agreements, free from any and all claims and encumbrances arising out of the Assignor’s ownership thereof;

(c) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to any third-party seller, Wachovia or the Seller with respect to the related Purchase Agreements or the related Revolving Credit Loans;

(d) The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Purchase Agreements or the Revolving Credit Loans;

(e) The Assignor is a Delaware limited liability company in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to sell, transfer and assign the Revolving Credit Loans;

(f) The Assignor has full corporate power and authority to execute, deliver and perform under this Assignment Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordinary course of the Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the

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Assignor. This Assignment Agreement has been duly executed and delivered by the Assignor and constitutes the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law;

(g) No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignor in connection with the execution, delivery or performance by the Assignor of this Assignment Agreement, or the consummation by it of the transactions contemplated hereby; and

(h) The Assignor has paid the purchase price for the Revolving Credit Loans.

(i) No event has occurred or has failed to occur, during the period commencing on the date on which the Assignor acquired the Terwin Revolving Credit Loans and ending on the date hereof, inclusive, which would make the representations and warranties set forth in the Terwin Purchase Agreements untrue if such representations and warranties were made with respect to the related Terwin Revolving Credit Loans effective as of the date hereof.

(j) Within sixty (60) days of discovery by the Assignor of a breach of any of the foregoing representations and warranties with respect to a Terwin Revolving Credit Loan which materially and adversely affects the value of such Terwin Revolving Credit Loan or the Assignee’s interests therein, the Assignor shall use its best efforts to cure such breach in all material respects and, if such breach is not cured within such sixty (60) day period, the Assignor shall, at the Assignee’s option, repurchase such Terwin Revolving Credit Loan at a price equal to the unpaid principal balance of the Terwin Revolving Credit Loan as of the date or repurchase, plus accrued interest thereon to, but not including, the date of repurchase.

(k) In connection with any repurchase of a Terwin Revolving Credit Loan, the Assignee shall reassign the provisions of the related Terwin Purchase Agreement to the Assignor with respect to such Terwin Revolving Credit Loan, and provide for the prompt delivery of the related custodial file to the Assignor or its designee, as applicable.

6. The Assignee warrants and represents to, and covenants with, the Assignor and the Seller that:

(a) The Assignee is a Delaware limited liability company, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and purchase the Revolving Credit Loans;

(b) The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordinary course of the Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree

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to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Assignee. This Assignment Agreement has been duly executed and delivered by the Assignee and constitutes the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law; and

(c) No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment Agreement, or the consummation by it of the transactions contemplated hereby.

7. The Seller warrants and represents to, and covenants with, the Assignor and the Assignee that:

(a) The Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to service the Revolving Credit Loans;

(b) The Seller has full power and authority to execute, deliver and perform under the Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by the Agreement is in the ordinary course of the Seller’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Seller’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Seller is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is subject. The execution, delivery and performance by the Seller of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Assignment Agreement has been duly executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law;

(c) No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of the Agreement, or the consummation by it of the transactions contemplated hereby;

(d) As of the date hereof, the Seller is not in default under the GreenPoint Purchase Agreement; and

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(e) No event has occurred or has failed to occur, during the period commencing on the date on which the Assignor acquired the GreenPoint Revolving Credit Loans and ending on the date hereof, inclusive, which would make the representations and warranties set forth in Section 3.02 of the GreenPoint Purchase Agreement untrue if such representations and warranties were made with respect to the GreenPoint Revolving Credit Loans effective as of the date hereof.

(f) Within sixty (60) days of the earlier of either, discovery by the Seller or notice to the Seller from the Assignor to the Assignee, of a breach of any of the foregoing representations and warranties with respect to a GreenPoint Revolving Credit Loan which materially and adversely affects the value of such GreenPoint Revolving Credit Loan or the Assignee’s interests therein, the Seller shall use its best efforts to cure such breach in all material respects and, if such breach is not cured within such sixty (60) day period, the Seller shall, at the Assignee’s option, repurchase such GreenPoint Revolving Credit Loan at a price equal to the unpaid principal balance of such GreenPoint Revolving Credit Loan as of the date or repurchase, plus accrued interest thereon to, but not including, the date of repurchase.

(g) In connection with any repurchase of a GreenPoint Revolving Credit Loan, the Assignee shall reassign the provisions of the GreenPoint Purchase Agreement to the Seller with respect to such GreenPoint Revolving Credit Loan, and provide for the prompt delivery of the related custodial file to the Seller or its designee, as applicable.

(h) With respect to the Revolving Credit Loans, the Seller shall remit to the Assignor any interest collections due or accrued on or before the Cut-off Date immediately upon receipt of such collections.

8. From and after the date hereof, the Seller shall recognize the Assignee or any of its assigns as the owner of the Revolving Credit Loans, and shall look solely to such entity for performance from and after the date hereof of the Assignor’s obligations with respect to the Revolving Credit Loans. Effective the date hereof, the Seller and the Assignee agree that with respect to the Revolving Credit Loans, the servicing provisions of the related Purchase Agreements and the provisions relating to payment for Additional Balances shall be superseded by the corresponding provisions of the Sale and Servicing Agreement dated as of June 1, 2004 among the Assignee, the Seller, the Assignor, GreenPoint Home Equity Loan Trust 2004-2, as issuer and U.S. Bank National Association, as indenture trustee.

9. Notice Addresses.

(a) The Assignee’s address for purposes of all notices and correspondence related to the Revolving Credit Loans and this Assignment Agreement is:

GreenPoint Mortgage Securities LLC

100 Wood Hollow Drive, Doorstop #32210

Novato, CA 94945

Attention: S.A. Ibrahim

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(b) The Assignor’s address for purposes for all notices and correspondence related to the Revolving Credit Loans and this Assignment Agreement is:

Terwin Advisors LLC

c/o The Winter Group

3 Park Avenue

New York, NY 10016

(FAX) (212) 725-7977

Attention: Richard Winter

(c) The Seller’s address for purposes of all notices and correspondence related to the Revolving Credit Loans and this Assignment Agreement is:

GreenPoint Mortgage Funding, Inc.

100 Wood Hollow Drive, Doorstop #32210

Novato, CA 94945

Attention: Steve Abreu

10. This Assignment Agreement shall be construed in accordance with the substantive laws of the State of New York (without regard to conflict of laws principles) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, except to the extent preempted by federal law.

11. This Assignment Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which the Seller, the Assignor or the Assignee may be merged or consolidated shall, without the requirement for any further writing, be deemed the Seller, the Assignor or the Assignee, respectively, hereunder.

12. No term or provision of this Assignment Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

13. This Assignment Agreement shall survive the conveyance of the Revolving Credit Loans and the assignment of the Purchase Agreements by the Assignor.

14. Notwithstanding the assignment of the Purchase Agreements by either the Assignor or the Assignee, this Assignment Agreement shall not be deemed assigned by the Seller or the Assignor unless assigned by separate written instrument.

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

16. The parties hereto intend to treat the transfer of the Revolving Credit Loans to the Assignee as provided herein as a sale of all the Assignor’s right, title and interest in and to the Revolving Credit Loans, whether now existing or hereafter created, and the other property described above and all proceeds thereof. In the event such transfer is deemed not to be a sale for such purposes, the Assignor grants to the Assignee, a security interest in all of such party’s right, title and interest in, to and under the Revolving Credit Loans, whether now existing or hereafter created, and the other property described above and all proceeds thereof; and this Agreement shall constitute a security agreement under applicable law.

[signatures on following page]

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IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be executed by their duly authorized officers as of the date first above written.

TERWIN ADVISORS LLC
Assignor

By:

Name:

Title:

GREENPOINT MORTGAGE SECURITIES LLC,

Assignee

By:

Name:

Title:

GREENPOINT MORTGAGE FUNDING, INC.,

Seller

By:

Name:

Title:

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Exhibit A

On File

Exhibit B

On File

Exhibit C

On File

Exhibit D

On File

EX-4.5

Exhibit 4.5

[LOGO]	Ambac Assurance Corporation
	One State Street Plaza, 15th Floor
	New York, New York 10004
	Telephone: (212) 668-0340
Certificate Guaranty Insurance Policy
Insured Obligations: GreenPoint Home Equity Loan Trust 2004-3 Home Equity Loan Asset-Backed Notes, Series 2004-3	Policy Number: AB0772BE
	Premium: As specified in the endorsement attached hereto and made a part hereof.

Ambac Assurance Corporation (Ambac), a Wisconsin stock insurance corporation, in consideration of the payment of the premium and subject to the terms of this Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for the benefit of the Holders of the Insured Obligations, that portion of the Insured Amounts which shall become Due for Payment but shall be unpaid by reason of Nonpayment.

Ambac will make such payments to the Trustee from its own funds on the later of (a) one (1) Business Day following notification to Ambac of Nonpayment or (b) the Business Day on which the Insured Amounts are Due for Payment. Such payments of principal or interest shall be made only upon presentation of an instrument of assignment in form and substance satisfactory to Ambac, transferring to Ambac all rights under such Insured Obligations to receive the principal of and interest on the Insured Obligation. Ambac shall be subrogated to all the Holders’ rights to payment on the Insured Obligations to the extent of the insurance disbursements so made. Once payments of the Insured Amounts have been made to the Trustee, Ambac shall have no further obligation hereunder in respect of such Insured Amounts.

In the event the Trustee for the Insured Obligations has notice that any payment of principal or interest on an Insured Obligation which has become Due for Payment and which is made to a Holder by or on behalf of the Trustee has been deemed a preferential transfer and theretofore recovered from its Holder pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction, such Holder will be entitled to payment form Ambac to the extent of such recovery if sufficient funds are not otherwise available.

This Policy is noncancelable by Ambac for any reason, including failure to receive payment of any premium due hereunder. The premium on this Policy is not refundable for any reason. This Policy does not insure against loss of any prepayment or other acceleration payment which at any time may become due in respect of any Insured Obligation, other than at the sole option of Ambac, nor against any risk other than Nonpayment, including failure of the Trustee to make any payment due Holders of Insured Amounts.

To the fullest extent permitted by applicable law, Ambac hereby waives and agrees not to assert any and all rights and defenses, to the extent such rights and defenses may be available to Ambac. to avoid payment of its obligations under this Policy in accordance with the express provisions hereof.

Any capitalized terms not defined herein shall have the meaning given such terms in the endorsement attached hereto or in the Agreement.

In witness whereof, Ambac has caused this Policy to be affixed with its corporate seal and to be signed by its duly authorized officers in facsimile to become effective as their original signatures and binding upon Ambac by virtue of the countersignature of its duly authorized representative.

/s/ Illegible	[SEAL]	/s/ Illegible
President		Secretary
		/s/ Illegible
Effective Date: June 29, 2004		Authorized Representative

CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT

Attached to and forming part of Certificate Guaranty Insurance Policy #AB0772BE issued to:	Effective Date of Endorsement: June 29, 2004
U.S. Bank National Association, as Indenture Trustee for the Holders of GreenPoint Home Equity Loan Trust 2004-3 Home Equity Loan Asset-Backed Notes, Series 2004-3

For all purposes of the Policy, the following terms shall have the following meanings:

“Agreements” shall mean, for purposes of the Policy, the Indenture and the Servicing Agreement.

“Available Funds” shall have the meaning assigned to such term in the Indenture.

“Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the state of New York, the state of California or the state in which the Corporate Trust Office is located are required or authorized by law or executive order to be closed or (iii) a day on which the Insurer is closed.

“Deficiency Amount” means with respect to the Notes, the sum of (i) for any Payment Date the excess, if any, of (a) the Interest Payment Amount (excluding any Deferred Interest) over (b) the portion of the Available Funds for such Payment Date remaining after payment of the Indenture Trustee Fee, the Premium Amount, the Credit Risk Manager Fee and the Owner Trustee Fee, in each case, for such Payment Date, such portion being (x) during the Managed Amortization Period, the pro rata portion of such remaining Available Funds based on the pari passu application of such amount to the Interest Payment Amount and to interest on any Additional Balance Contributed Amount at the Note Rate on such Payment Date and (y) after the Managed Amortization Period, all such remaining Available Funds, (ii) for any Payment Date other than the Final Scheduled Payment Date, the Overcollateralization Deficit, if any, for such Payment Date remaining after giving effect to payments pursuant to Section 8.7(b)(viii) of the Indenture on such Payment Date and (iii) on the Final Scheduled Payment Date, the Outstanding Amount of the Notes, after taking into account all payments to be made to the Notes on the Final Scheduled Payment Date other than pursuant to the Policy.

“Due for Payment” shall mean, (i) with respect to an Insured Amount, the Payment Date on which Insured Amounts are due and payable pursuant to the terms of the Indenture and (ii) with respect to a Preference Amount, the Business Day on which the documentation required by the Insurer has been received by the Insurer.

“Final Scheduled Payment Date” shall mean the Payment Date occurring in March 2035.

“First Payment Date” shall mean the Payment Date occurring in July 2004.

“Holder” shall mean the registered owner or beneficial owner of any Note, but shall not include the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer, the Sellers or the Sponsor.

“Indenture” shall mean the Indenture between the Issuer and the Indenture Trustee, dated June 1, 2004, as such agreement may be amended, modified or supplemented from time to time.

“Indenture Trustee” shall mean U.S. Bank National Association or its successor-in-interest, in its capacity as Indenture Trustee under the Indenture, or if any successor trustee or any co-trustee shall be appointed as provided therein, then “Indenture Trustee” shall also mean such successor trustee or such co-trustee, as the case may be, subject to the provisions thereof.

“Insurance Agreement” shall mean the Insurance and Indemnity Agreement, dated as of June 29, 2004, among GreenPoint Mortgage Securities LLC, as Sponsor, GreenPoint Mortgage Funding, Inc., as Servicer, U.S. Bank National Association, as Indenture Trustee, the Insurer, and GreenPoint Home Equity Loan Trust 2004-3, as Issuer, as such agreement may be amended, modified or supplemented from time to time.

“Insured Amounts” shall mean, with respect to any Payment Date and the Notes, the Deficiency Amount for such Payment Date.

“Insured Payments” shall mean, with respect to any Payment Date, the aggregate amount actually paid by the Insurer to the Indenture Trustee in respect of (i) Insured Amounts for a Payment Date and (ii) Preference Amounts for any given Business Day.

“Insurer” shall mean Ambac Assurance Corporation, or any successor thereto, as issuer of the Policy.

“Issuer” shall mean GreenPoint Home Equity Loan Trust 2004-3.

“Late Payment Rate” shall mean for any Payment Date, the lesser of (i) the greater of (a) the rate of interest, as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) plus 2% and (b) the then applicable highest rate of interest on the Notes and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

“Nonpayment” shall mean, with respect to any Payment Date, an Insured Amount is Due for Payment but has not been paid pursuant to the Indenture.

“Notes” shall mean the GreenPoint Home Equity Loan Trust 2004-3, Class A Variable Rate Asset-Backed Notes, substantially in the form set forth in Exhibit A to the Indenture.

“Notice” shall mean the telephonic or telegraphic notice, promptly confirmed in writing by telecopy substantially in the form of Exhibit A to the Policy, the original of which is subsequently delivered by registered or certified mail, from the Indenture Trustee specifying the

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Insured Amount or Preference Amount which shall be due and owing on the applicable Payment Date.

“Payment Date” shall mean the 15th day of each month, or if such day is not a Business Day, then the next Business Day, beginning with the First Payment Date.

“Policy” shall mean Certificate Guaranty Insurance Policy AB0772BE together with each and every endorsement thereto.

“Preference Amount” shall mean any payment of principal or interest previously distributed to a Holder on a Note, which would have been covered under the Policy as an Insured Amount, which has been deemed a preferential transfer and was previously recovered from its owner pursuant to the United States Bankruptcy Code in accordance with a final, non-appealable order a court of competent jurisdiction.

“Premium” shall mean the amount payable to the Insurer on each Payment Date calculated at the Premium Percentage.

“Premium Percentage” shall have the meaning set forth in the Insurance Agreement.

“Reimbursement Amount” shall mean, as to any Payment Date, the sum of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer has not been reimbursed prior to such Payment Date pursuant to Section 8.7(b)(ix) of the Indenture, plus (ii) interest accrued on such Insured Payments not previously repaid, calculated at the late Payment Rate from the date the Indenture Trustee received the related Insured Payments, and (y) without duplication (i) any amounts then due and owing to the Insurer under the Insurance Agreement, as certified to the Indenture Trustee by the Insurer plus (ii) interest on such amounts at the Late Payment Rate.

“Relief Act Shortfalls” shall mean interest shortfalls resulting from the application of the Servicemembers Relief Act, as amended, or any similar state law.

“Servicing Agreement” shall mean the Sale and Servicing Agreement, dated as of June 1, 2004 among GreenPoint Mortgage Securities LLC, as Sponsor, GreenPoint Mortgage Funding, Inc., as Servicer and Seller, Terwin Advisors LLC, as Seller, the Indenture Trustee, The Murrayhill Company, as Credit Risk Manager, and the Issuer, as such agreement may be amended, modified or supplemented from time to time.

“Trust Agreement” shall mean the Trust Agreement, dated as of June 1, 2004, between GreenPoint Mortgage Securities Inc., as Sponsor and Wilmington Trust Company, as Owner Trustee, as such agreement may be amended, modified or supplemented from time to time.

Capitalized terms used herein as defined terms and not otherwise defined herein shall have the meaning assigned to them in the Insurance Agreement and the Agreements, without regard to any amendment or modification thereof, unless such amendment or modification has been approved in writing by the Insurer.

Notwithstanding any other provision of the Policy, the Insurer will pay any Insured Amount payable hereunder no later than 12:00 noon, New York City time, on the later of (i) the

3

Payment Date on which the related Insured Amount is Due for Payment and (ii) the third Business Day following receipt in New York, New York on a Business Day by the Insurer of a Notice at the address and in the manner provided in Section 6.02 of the Insurance Agreement; provided that, if such Notice is received after 12:00 noon, New York City time, on such Business Day, it shall be deemed to be received on the following Business Day. If any such Notice is not in proper form or is otherwise insufficient for the purpose of making a claim under the Policy, it shall be deemed not to have been received for purposes of this paragraph, and the Insurer shall promptly so advise the Indenture Trustee and the Indenture Trustee may submit an amended or corrected Notice.

The Insurer will pay any Preference Amount when due to be paid pursuant to the Order (as defined below), but in any event no earlier than the third Business Day following receipt by the Insurer of (i) a certified copy of a final, non-appealable order of a court or other body exercising jurisdiction in such insolvency proceeding to the effect that the Indenture Trustee, or Holder, as applicable, is required to return such Preference Amount paid during the term of the Policy because such payments were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee or Holder (the “Order”), (ii) a certificate by or on behalf of the Indenture Trustee or Holder that the Order has been entered and is not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by the Indenture Trustee or Holder, irrevocably assigning to the Insurer all rights and claims of the Indenture Trustee or Holder relating to or arising under the Indenture and the Servicing Agreement against the estate of the Indenture Trustee or otherwise with respect to such Preference Amount and (iv) a Notice (in the form attached hereto as Exhibit A) appropriately completed and executed by the Indenture Trustee; provided, that if such documents are received after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day; provided, further, that the Insurer shall not be obligated to make any payment in respect of any Preference Amount representing a payment of principal on the Notes prior to the time the Insurer would have been required to make a payment in respect of such principal pursuant to the first paragraph of the face of the Policy. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, and not to the Holder directly, unless the Holder has made a payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case the Insurer will pay the Holder, subject to the delivery of (a) the items referred to in clauses (i), (ii), (iii) and (iv) above to the Insurer and (b) evidence satisfactory to the Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order.

The Insurer shall be subrogated to the rights of each Holder to the extent of any payment by the Insurer under the Policy.

The Insurer hereby agrees that if it shall be subrogated to the rights of Holders by virtue of any payment under the Policy, no recovery of such payment will occur unless the full amount of the Holders’ allocable distributions for such Payment Date can be made. In so doing, the Insurer does not waive its rights to seek full payment of all Reimbursement Amounts owed to it under the Insurance Agreement and Agreements.

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The Policy does not cover Deferred Interest, Relief Act Shortfalls or interest shortfalls due to the partial or full prepayment of the Mortgage Loans, nor does the Policy guarantee to the Holders of the Notes any particular rate of principal payment. In addition, the Policy does not cover shortfalls, if any, attributable to the liability of the Issuer, the Indenture Trustee or any Noteholder for withholding taxes, if any, (including interest and penalties in respect of any liability for withholding taxes) or any risk other than Nonpayment, including the failure of the Indenture Trustee to make any payment required under the Indenture to the Note holders.

The terms and provisions of the Indenture constitute the instrument of assignment referred to in the second paragraph of the face of the Policy.

A premium will be payable on the Policy on each Payment Date as provided in Section 8.7(b)(ii) of the Indenture, beginning with the First Payment Date, in an amount equal to the Premium.

THE INSURANCE PROVIDED BY THE POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAWS.

The Policy to which this endorsement is attached and of which it forms a part is hereby amended to provide that there shall be no acceleration payment due under the Policy unless such acceleration is at the sole option of the Insurer.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Policy other than as above stated.

To the extent the provisions of this endorsement conflict with the provisions in the above-mentioned Policy, the provisions of this endorsement shall govern.

The Policy and the obligations of the Insurer thereunder will terminate without any action on the part of the Insurer or any other person on the date that is one year and one day following the earlier to occur of (i) the date on which all amounts required to be paid on the Notes have been paid in full and (ii) the Final Scheduled Payment Date. Upon termination of the Policy, the Indenture Trustee shall deliver the original of the Policy to the Insurer.

No person other than the Indenture Trustee shall be entitled to present the Notice.

No waiver of any rights or powers of the Insurer, the Holders or the Indenture Trustee or consent by any of them shall be valid unless signed by an authorized officer or agent thereof.

The Policy is issued under and pursuant to, and shall be construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

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IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this endorsement to the Policy to be signed by its duly authorized officers

/s/ Illegible	/s/ Illegible
Assistant Secretary	Managing Director

EXHIBIT A

TO THE CERTIFICATE GUARANTY INSURANCE POLICY

Policy No. AB0772BE

NOTICE OF NONPAYMENT AND DEMAND

FOR PAYMENT OF INSURED AMOUNTS

Date: [                    ]

Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004

Attention: General Counsel

Reference is made to Certificate Guaranty Insurance Policy No. AB0772BE (the “Policy”) issued by Ambac Assurance Corporation (“Ambac”). Terms capitalized herein and not otherwise defined shall have the meanings specified in the Policy and the Indenture, dated as of June 1, 2004, between GreenPoint Home Equity Loan Trust 2004-3, as Issuer and U.S. Bank National Association, as Indenture Trustee, as the case may be, unless the context otherwise requires.

The Indenture Trustee hereby certifies as follows:

1. The Indenture Trustee is the Indenture Trustee under the Indenture for the Holders.

2. The relevant Payment Date is [date].

3. Payment on the Notes in respect of the Payment Date is due to be received on                              under the Indenture in an amount equal to $                    .

4. There is an [Insured Amount] [Preference Amount] of $                     in respect of the Notes, which amount is Due for Payment pursuant to the terms of the Indenture.

5. The Indenture Trustee has not heretofore made a demand for the Insured Amount in respect of the Payment Date.

6. The Indenture Trustee hereby requests the payment of the [Insured Amount] [Preference Amount] that is Due For Payment be made by Ambac under the Policy and directs that payment under the Policy be made to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy to:                      (Indenture Trustee’s account number).

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7. The Indenture Trustee hereby agrees that, following receipt of the [Insured Amount] [Preference Amount] from the Insurer, it shall (a) hold such amounts in trust and apply the same directly to the distribution of payment on the Notes when due; (b) not apply such funds for any other purpose; (c) deposit such funds to the Policy Payment Account and not commingle such funds with other funds held by Indenture Trustee and (d) maintain an accurate record of such payments with respect to the Notes and the corresponding claim on the Policy and proceeds thereof.

ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.

By:
	Indenture Trustee

Title:
	(Officer)

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EX-8.1

Exhibit 8.1

June 29, 2004

Wachovia Capital Markets, LLC 301 South College Street, 10th Floor Charlotte, North Carolina 28288	Standard & Poor’s Ratings Services 55 Water Street New York, New York 10041
Terwin Capital LLC 3 Park Avenue, 40th Floor New York, New York 10016	Ambac Assurance Corporation One State Street Plaza New York, New York 10004
Moody’s Investors Service, Inc. 99 Church Street New York, New York 10007

Re: GreenPoint Home Equity Loan Trust 2004-3

Home Equity Loan Asset-Backed Notes, Series 2004-3

Tax Opinion

Ladies and Gentlemen:

We have acted as special counsel for GreenPoint Mortgage Securities LLC, a Delaware limited liability company (the “Sponsor”), in connection with the proposed issuance of GreenPoint Home Equity Loan Asset-Backed Notes of the above-referenced Series (the “Notes”) by GreenPoint Home Equity Loan Trust 2004-3 (the “Trust”). You have requested our opinion as to certain federal income tax consequences of the above-referenced transaction.

The assets of the Trust will consist primarily of a pool of adjustable rate revolving home equity line of credit loans made or to be made in the future (the “Mortgage Loans”) under certain home equity line of credit loan agreements. The Mortgage Loans are secured by second lien deeds of trust or mortgages on residential properties that are primarily one-to-four-family properties. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Sale and Servicing Agreement dated as of June 1, 2004 (the “Sale and Servicing Agreement”), among the Sponsor, GreenPoint Mortgage Funding, Inc., as a seller and servicer (the “Company”), Terwin Advisors LLC, as a seller (“Terwin Advisors”), the Trust, The Murrayhill Company, as credit risk manager (the “Credit Risk Manager”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and the Indenture dated as of June 1, 2004 (the “Indenture”), between the Trust and the Indenture Trustee. Reference is also made to the Trust Agreement dated as of June 1, 2004 (the “Trust Agreement”), between the Sponsor and Wilmington Trust Company (the “Owner Trustee”).

June 29, 2004

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In arriving at the opinions expressed below, we have examined such documents and records as we have deemed appropriate, including the following:

(i) The Prospectus dated April 28, 2004 (the “Basic Prospectus”), as supplemented by the Prospectus Supplement, dated June 25, 2004 (the “Prospectus Supplement”), in the form filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the Basic Prospectus, as supplemented by the Prospectus Supplement, the “Prospectus”).

(ii) The Sale and Servicing Agreement, the Indenture and the Trust Agreement (together with the Prospectus, the “Documents”).

(iii) A specimen Note.

In addition, we have made such investigations of such matters of law as we deemed appropriate as a basis for the opinions expressed below. Further, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals. Our opinions are also based on the assumption that there are no agreements or understandings with respect to those transactions contemplated in the Documents other than those contained in the Documents. Furthermore, our opinions are based on the assumption that all parties to the Documents will comply with the terms thereof, including all tax reporting requirements contained therein.

As to any facts material to the following opinions which we did not independently establish or verify, we have relied upon statements and representations of the responsible officers and other representatives of the Sponsor, the Company and of public officials and agencies. We have, for purposes of rendering the opinions, also relied on certain factual, numerical and statistical information which is based on the assumptions used in pricing the Notes.

Based upon the foregoing and consideration of such other matters as we have deemed appropriate, we are of the opinion that:

1. For federal income tax purposes, neither the Trust nor any portion of the Trust will be classified as an association or a publicly traded partnership taxable as a corporation, or as a taxable mortgage pool within the meaning of section 7701(i) of the Internal Revenue Code of 1986, as amended.

2. The Notes will be treated as debt for federal income tax purposes.

3. The statements in the Prospectus Supplement under the heading “Summary — Material Federal Income Tax Consequences” and in the Basic Prospectus and Prospectus Supplement under the heading “Material Federal Income Tax Consequences,” to the extent that they constitute matters of federal law or legal conclusions with respect thereto, have been reviewed by us and are correct in all material respects with respect to those consequences or aspects that are discussed.

June 29, 2004

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We do not express any opinion as to any laws other than the federal tax law of the United States of America.

The opinions set forth herein are based upon the existing provisions of the Internal Revenue Code of 1986, as amended, and Treasury regulations issued or proposed thereunder, published Revenue Rulings and releases of the Internal Revenue Service and existing case law, any of which could be changed at any time. Any such changes may be retroactive in application and could modify the legal conclusions upon which such opinions are based. The opinions expressed herein are limited as described above, and we do not express an opinion on any other tax aspect of the transactions contemplated by the corporate documents or the effect of such transactions on the Company or any member of the Company’s consolidated tax group.

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal income tax laws of the United States. This opinion is rendered as of the date hereof and we undertake no obligation to update this opinion or advise you of any changes in the event there is any change in legal authorities, facts, assumptions or documents on which this opinion is based (including the taking of any action by any party to the Documents pursuant to any opinion of counsel or a waiver), or any inaccuracy in any of the representations, warranties or assumptions upon which we have relied in rendering this opinion unless we are specifically engaged to do so. This opinion is rendered only to those to whom it is addressed and may not be relied on in connection with any transactions other than the transactions contemplated herein. This opinion may not be relied upon for any other purpose, or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

Very truly yours,