GREENPOINT MORTGAGE SECURITIES INC/
8-K, EX-4.5, 2000-10-11
ASSET-BACKED SECURITIES
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Financial Guaranty Insurance Company
115 Broadway
New York, New York  10006
(212) 312-3000
(800) 352-0001

Surety Bond

Issuer:  GreenPoint Home Equity Loan Trust 2000-2    Policy Number:     00010638

                                                     Control Number:    010001

Insured Obligations:
$353,500,000 (approximate) in principal amount
of Home Equity Loan Asset Backed
Securities, Series 2000-2, Class A-1 Certificates
and A-2 Notes (the "Class A Securities")

Trustee:  Bank One, National Association

Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock
insurance company, in consideration of its receipt of the initial premium in the
amount of $48,606.25 (the "Deposit Premium") and subject to the terms of this
Surety Bond, hereby unconditionally and irrevocably agrees to pay each Insured
Payment to the Trustee named above or its successor, as trustee for the Holders
of the Class A Securities, to the extent set forth in the Pooling Agreement and
the Sale and Servicing Agreement.

Financial Guaranty will make an Insured Payment (other than that portion of an
Insured Payment constituting a Preference Amount) out of its own funds in
immediately available funds to the Trustee on the later of (i) the Business Day
next following the day on which Financial Guaranty shall have received Notice
that an Insured Payment distributable to the related Holders pursuant to the
Pooling Agreement and the Sale and Servicing Agreement, for disbursement to such
Holders in the same manner as other payments with respect to the Class A
Securities are required to be made. Any Notice received by Financial Guaranty
after 12:00 noon New York City time on a given Business Day or on any day that
is not a Business Day shall be deemed to have been received by Financial
Guaranty on the next succeeding Business Day.

Upon such payment, Financial Guaranty shall be fully subrogated to the rights of
the Holders to receive the amount so paid. Financial Guaranty's obligations
hereunder with respect to each Payment Date shall be discharged to the extent
funds consisting of the Insured Payment are received by the Trustee on behalf of
the Holders for payment to such Holders, as provided in the Pooling Agreement
and the Sale and Servicing Agreement and herein, whether or not such funds are
properly applied by the Trustee.

If the payment of any portion or all of any amount that is insured hereunder is
voided pursuant to a final order of a court exercising proper jurisdiction in an
insolvency proceeding to the effect that the Trustee or a Holder, as the case
may be, is required to


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Financial Guaranty Insurance Company
115 Broadway
New York, New York  10006
(212) 312-3000
(800) 352-0001


return any such payment or portion thereof prior to the expiration date of this
Surety Band because such payment was voided under the U.S. Bankruptcy Code, with
respect to which order the appeal period has expired without an appeal having
been filed (a "Final Order"), and, as a result, the Trustee or any Holder is
required to return such voided payment, or any portion of such voided payment
made in respect of the Class A Securities (a "Preference Amount"), Financial
Guaranty will pay on the guarantee described in the first paragraph hereof, an
amount equal to each such Preference Amount, on the next Business Day following
receipt by Financial Guaranty of (x) a certified copy of the Final Order, (y) an
assignment, in form reasonably satisfactory to Financial Guaranty, irrevocably
assigning to Financial Guaranty all rights and claims of the Trustee and/or such
Holder relating to or arising under such Preference Amount and appointing
Financial Guaranty as the agent of the Trustee and/or such Holder in respect of
such Preference Amount, and (z) a Notice appropriately completed and executed by
the Trustee or such Holder, as the case may be. Such payment shall be made to
the receiver, conservator, debtor-in-possession or trustee in bankruptcy named
in the Final Order and not to the Trustee or Holder directly (unless a Holder
has previously paid such amount to such receiver, conservator,
debtor-in-possession or trustee named in such Final Order in which case payment
shall be made to the Trustee for distribution to the Holder upon proof of such
payment reasonably satisfactory to Financial Guaranty). Notwithstanding the
foregoing, in no event shall Financial Guaranty be (i) required to make any
payment under this Surety Band in respect of any Preference Amount to the extent
such Preference Amount is comprised of amounts previously paid by Financial
Guaranty hereunder, or (ii) obligated to make any payment in respect of any
Preference Amount, which payment represents a payment of the principal amount of
the Class A Securities, prior to the time Financial Guaranty otherwise would
have been required to make a payment in respect of such principal.

Financial Guaranty shall make payments due in respect of Preference Amounts on
the Payment Date next following receipt by Financial Guaranty on a Business Day
of the documents required under clauses (x) through (z) of the preceding
paragraph. Any such documents received by Financial Guaranty after 12:00 noon
New York City time on a given Business Day or on any day, that is not a Business
Day shall be deemed to have been received by Financial Guaranty on the next
succeeding Business Day. All payments made by Financial Guaranty hereunder in
respect of Preference Amounts will be made with Financial Guaranty's own funds.

This Surety Bond is non-cancelable for any reason, including nonpayment of any
premium. The premium on this Surety Band is not refundable for any reason,
including the payment of the Class A Securities prior to their respective
maturities. This Surety Bond shall expire and terminate without any action on
the part of Financial Guaranty or

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Financial Guaranty Insurance Company
115 Broadway
New York, New York  10006
(212) 312-3000
(800) 352-0001


any other Person on the date that is one year and one day following the date on
which the Class A Securities shall have been paid in full.

The Deposit Premium shall be due and payable on the date hereof, and a monthly
premium shall be due and payable as provided in the Pooling Agreement.

This Surety Bond is subject to and shall be governed by the laws of the State of
New York. The proper venue for any action or proceeding on this Surety Band
shall be the County of New York, State of New York. The insurance provided by
this Surety Band is not covered by the New York Property/Casualty Insurance
Security Fund (New York Insurance Code, Article 76).

Capitalized terms used and not defined herein shall have the respective meanings
set forth in Annex A to the Pooling Agreement. "Insured Payment" means the sum
of the Deficiency Amount and the Preference Amount. "Notice" means a written
notice in the form of Exhibit A to this Surety Bond by registered or certified
mail or telephonic or telegraphic notice, subsequently confirmed by written
notice delivered via telecopy, telex or hand delivery from the Indenture Trustee
to Financial Guaranty specifying the information set forth therein. "Noteholder"
means, as to a particular Class A Security, the person, other than the Issuer,
the Servicer, any Subservicer or the Seller who, on the applicable Payment Date
is entitled under the terms of such Class A Security to payment thereof.
"Pooling Agreement" means the Pooling Agreement and Indenture, dated as of
September 1, 2000 by and among the Issuer, the Trustee and Freddie Mac. "Sale
and Servicing Agreement" means the Sale and Servicing Agreement, dated as of
September 1, 2000 by and among the Issuer, the Sponsor, the Servicer and the
Trustee.

In the event that payments under any Class A Security are accelerated, nothing
herein contained shall obligate Financial Guaranty to make any payment of
principal or interest on such Class A Security on an accelerated basis, unless
such acceleration of payment by Financial Guaranty is at the sole option of
Financial Guaranty; it being understood that a payment shortfall in respect of
the redemption of the Class A Securities pursuant to Article X of the Pooling
Agreement does not constitute acceleration for the purposes hereof.



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Financial Guaranty Insurance Company
115 Broadway
New York, New York  10006
(212) 312-3000
(800) 352-0001


IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed
with its corporate seal and to be signed by its duly authorized officer in
facsimile to become effective and binding upon Financial Guaranty by virtue of
the countersignature of its duly authorized representative.


/s/ [Illegible Signature]                           /s/ [Illegible Signature]
------------------------                            ----------------------------
President                                           Authorized Representative


Effective Date:  September 26, 2000



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                                    EXHIBIT A

                                     NOTICE

To:                        Financial Guaranty Insurance Company
                           115 Broadway
                           New York, New York  10006
                           (212) 312-3000
                           Attention:     General Counsel

                           Telephone:     (212) 312-3000
                           Telecopier:    (212) 312-3220

Re:                        GreenPoint Home Equity Loan Trust 2000-2
                           Home Equity Loan Asset Backed
                           Securities, Series 2000-2
                           Policy No.:      00010638

Determination Date:
                   -------------------------------------------------------------

Payment Date:
             -------------------------------------------------------------------

We refer to that certain Pooling Agreement and Indenture dated as of September
1, 2000, by and between GreenPoint Home Equity Loan Trust 2000-2, as Issuer,
GreenPoint Mortgage Funding Inc., as Seller and Servicer, and Bank One National
Association, as Trustee (the "Pooling Agreement"), relating to the above
referenced Securities. All capitalized terms not otherwise defined herein or in
the Surety Bond shall have the same respective meanings assigned to such terms
in the Pooling Agreement.

(a)  The Trustee has determined under the Pooling Agreement that in respect of
such Payment Date:

         (1)   A payment on the Class A-1 Certificates in an amount equal to
         $__________ is due to be received under the Pooling Agreement (the
         "Class A- 1 Required Payment"), consisting of $__________ in respect of
         the Class A-1 Interest Payment Amount (excluding any Relief Act
         Shortfalls) and $__________ in respect of the related
         Overcollateralization Deficit, in the case of any Payment Date other
         than the final Scheduled Payment Date, or the related Class A Security
         Principal Balance, in the case of the Final Scheduled Payment Date.

         (2)   A payment on the Class A-2 Notes in an amount equal to $_________
         is due to be received under the Pooling Agreement (the "Class A-2
         Required Payment") , consisting of $__________ in respect of the Class
         A-2 Interest Payment Amount (excluding any Relief Act Shortfalls) and
         $__________ in respect of the related Overcollateralization Deficit, in
         the case of any Payment Date other than the Final Scheduled Payment
         Date, or the related Class A Security Principal Balance, in the case of
         the Final Scheduled Payment Date.


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(b)      (1)   The amount available in the Collection Account to be distributed
         on such Distribution Date on the Class A-1 Certificates pursuant to the
         Pooling Agreement (the "Class A-1 Net Available Distribution Amount")
         as reduced by any portion thereof that has been deposited in the
         Collection Account but may not be withdrawn therefrom pursuant to an
         order of a United States bankruptcy court of competent jurisdiction
         imposing a stay pursuant to Section 362 of the United States Bankruptcy
         Code), is $__________.

         (2)   The amount available in the Collection Account to be distributed
         on such Distribution Date on the Class A-2 Notes pursuant to the
         Pooling Agreement (the "Class A-2 Net Available Distribution Amount")
         as reduced by any portion thereof that has been deposited in the
         Collection Account but may not be withdrawn therefrom pursuant to an
         order of a United States bankruptcy court of competent jurisdiction
         imposing a stay pursuant to Section 362 of the United States
         Bankruptcy Code), is $_____________.

(c)      Please be advised that, accordingly:

         (1)   The Class A-1 Required Payment exceeds the Class A-1 Net
         Available Distribution Amount, therefore a Class A-1 Deficiency Amount
         exists for the Distribution Date identified above for the Class A-1
         Certificates in the amount of $__________ [(a)(1)-(b)(1)]. This
         Deficiency Amount constitutes an Insured Amount payable by the Insurer
         under the Surety Bond.

         (2)   The Class A-2 Required Payment exceeds the Class A-2 Net
         Available Distribution Amount, therefore a Class A-2 Deficiency Amount
         exists for the Distribution Date identified above for the Class A-2
         Notes in the amount of $__________ [(a)(2)-(b)(2)]. This Deficiency
         Amount constitutes an Insured Amount payable by the Insurer under the
         Surety Bond.

(d)   [In addition, attached hereto is a copy of the Final Order in connection
with a Preference Amount in the amount set forth therein, together with an
assignment of rights and appointment of agent. The amount of the Preference
Amount is $__________. This Preference Amount constitutes an Insured Amount
payable by the Insurer under the Surety Bond.]

(e)   Accordingly, pursuant to the Pooling Agreement, this statement constitutes
a notice for payment of an Insured Amount by the Insurer in the amount of
$__________ [(c)(1) + (c)(2) + (d)] under the Surety Bond.

No payment claimed hereunder is in excess of the amount payable under the Surety
Bond.

The amount requested in this Notice should be paid to:  [Payment Instructions]

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

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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
($5,000.00) and the stated value of the claim for each such violation.

IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice of
Nonpayment and Demand for Payment of Insured Amounts this _____ day of
__________.



                                          --------------------------------------
                                          as Trustee

                                          By:
                                             -----------------------------------

                                          Title:
                                                --------------------------------








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