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DEMAND NOTE
GreenPoint Home Equity Loan Trust 2000-2
September 26, 2000
ON DEMAND, for value received, GreenPoint Bank ("GreenPoint"), promises to
pay, in lawful money of the United States of America, to Bank One, National
Association, as trustee (the "Trustee"), under the Pooling Agreement and
Indenture, dated as of September 1, 2000 (the "Pooling Agreement"), among the
Trustee, GreenPoint Home Equity Loan Trust 2000-2, as Issuer, and the Federal
Home Loan Mortgage Corporation ("Freddie Mac"), on the dates and in the amounts
requested by the Trustee in accordance with the terms of the Pooling Agreement.
GreenPoint has issued this Demand Note to the Trustee. Demand for payment
hereunder shall be made by the Trustee pursuant to a Demand Request
substantially in the form of Exhibit A hereto. This Demand Note will terminate
and cease to be of further force or effect immediately following the close of
business on September 16, 2002 or such earlier date as of which no further
payments hereunder may be demanded by the Trustee pursuant to the Pooling
Agreement.
Interest shall accrue on the amount due under this Demand Note from the
date of demand until the date payment is made (payable on demand and computed on
the basis of a 360-day year for the actual number of days elapsed) at the rate
for overnight funds as published in N.Y. Federal Reserve Statistical Release
H.15(519).
If the indebtedness represented by this Demand Note, or any part thereof,
is collected at law or in equity or in bankruptcy, receivership or other court
proceedings, or this Demand Note is placed in the hands of attorneys for
collection, GreenPoint agrees to pay, in addition to the principal and interest
(if any) due under this Demand Note, reasonable attorneys' and collection fees.
The undersigned and all sureties, endorsers and guarantors of this Demand
Note waive demand, presentment for payment, notice of nonpayment, protest,
notice of dishonor and protest, notice of intention to accelerate, notice of
acceleration and all other notices, filing of suit and such security or release
of any party primarily or secondarily liable hereon and further agree that it
will not be necessary for any holder hereof, in order to enforce payment of this
Demand Note by it, to first institute suit or exhaust its remedies against
GreenPoint or others liable hereunder, and consent to any extension or
postponement of time of payment of this Demand Note or any other indulgence with
respect hereto, without notice thereof to any of them.
The undersigned hereby irrevocably submits to the jurisdiction of the
United States District Court for the District of New York and any court in the
State of New York located in the City of New York and County of New York, and
any appellate court from any thereof, in any action, suit or proceeding brought
against it in connection with this Demand Note or for the recognition or
enforcement of any judgment, and the undersigned hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard or determined in such New York state court or, to the
extent permitted by law, in such federal court. The undersigned hereto agrees
that a final judgment in any such action, suit or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. To the extent permitted by applicable law, the
undersigned hereby waives and agrees not to assert by way of motion, as a
defense or otherwise in any such suit, action or proceeding, any claim that it
is
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not personally subject to the jurisdiction of such courts, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that the Demand Note may not be litigated in
or by such courts.
To the extent permitted by applicable law, the undersigned agrees that it
shall not seek and hereby waives the right to seek any review of the judgment of
any such court by any court of any other nation or jurisdiction which may be
called upon to grant an enforcement of such judgment.
The undersigned hereby irrevocably agrees that the summons and complaint or
any other process in connection with this Demand Note may be served by mailing
to the address set forth below or by hand delivery to a person of suitable age
and discretion at the address set forth below. Such service will be complete on
the date such process is so mailed or delivered, and the undersigned will have
thirty days from such completion of service in which to respond in the manner
provided by law. The undersigned may also be served in any other manner
permitted by lave, in which event the undersigned's time to respond shall be the
time provided by law.
THE UNDERSIGNED HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR
INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS DEMAND NOTE. THE UNDERSIGNED
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE AGENT OR ATTORNEY OR ANY PARTY
HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
HAS BEEN ADVISED BY THE TRUSTEE THAT THE TRUSTEE HAS BEEN INDUCED TO ACCEPT THIS
DEMAND NOTE BY, AMONG OTHER THINGS, THIS WAIVER.
2
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This Demand Note shall be governed by, and for all purposes construed in
accordance with, the laws of the State of New York.
GREENPOINT BANK
By: /s/ Howard C. Bluver
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Name: Howard C. Bluver
Title: Senior Vice President and General Counsel
Address: 90 Park Avenue
New York, NY 10016
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EXHIBIT A
DEMAND REQUEST
To: GreenPoint Bank
90 Park Avenue, 4th Floor
New York, NY 10016
Attention: General Counsel
Telephone: (212) 834-1724
Telecopier: (212) 834-1404
Re: GreenPoint Home Equity Loan Trust 2000-2
Home Equity Loan Asset-Backed
Securities, Series 2000-2 - Demand Note
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, Bank One, National Association, as Trustee, and the Federal Home Loan
Mortgage Corporation, as Guarantor (the "Pooling Agreement"), relating to the
above-referenced Securities and Demand Note. All capitalized terms not otherwise
defined herein 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 the above-referenced Payment Date the following amounts are payable under the
Demand Note:
(1) For Realized Losses: $________
(2) To achieve the Specified Overcollateralization Amount (applies
only to September 16, 2002 Payment Date) $________
(3) For Capitalized Interest Shortfalls: $________
(b) Accordingly, pursuant to the Pooling Agreement, this statement
constitutes a demand for payment under the Demand Note in the amount of $______
[(a)(1) + (a)(2) + (a)(3)].
No payment demanded hereunder is in excess of the amount payable under the
Demand Note.
The amount demanded in this Demand Request should be paid to: (Payment
Instructions].
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IN WITNESS WHEREOF, the Trustee has executed and delivered this Demand
Request this _______ day of ______________.
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as Trustee
By:
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Title:
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