<PAGE>
DEMAND NOTE
GreenPoint Home Equity Loan Trust 2000-3
December 18, 2000
ON DEMAND, for value received, GreenPoint Bank ("GreenPoint"), promises
to pay, in lawful money of the United States of America, to Bankers Trust
Company, as trustee (the "Trustee"), under the Indenture, dated as of December
1, 2000 (the "Indenture"), between the Trustee and GreenPoint Home Equity Loan
Trust 2000-3, as Issuer, on the dates and in the amounts requested by the
Trustee in accordance with the terms of the Indenture.
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 December 16, 2002 or such earlier date as of which no further
payments hereunder may be demanded by the Trustee pursuant to the Indenture.
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
1
<PAGE>
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 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 law, 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
<PAGE>
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
--------------------------------
Name: Howard C. Bluver
Title: Senior Vice President and
General Counsel
Address: 90 Park Avenue
New York, NY 10016
3
<PAGE>
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 2000-3
Home Equity Loan Asset-Backed
Securities, Series 2000-3 - Demand Note
Payment Date:
-----------------------------------------------------
We refer to that certain Indenture dated as of December 1, 2000 (the
"Indenture"), by and between GreenPoint Home Equity Loan Trust 2000-3, as Issuer
and Bankers Trust Company, as Trustee, 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 Indenture.
(a) The Trustee has determined under the Indenture that in respect of
the above-referenced Payment Date the following amounts are payable under the
Demand Note:
<TABLE>
<S> <C>
(1) For Realized Losses: $_________
(2) To achieve the Specified Overcollateralization
Amount (applies only to December 16, 2002 Payment
Date): $_________
(3) For Capitalized Interest Shortfalls: $_________
</TABLE>
(b) Accordingly, pursuant to the Indenture, 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].
1
<PAGE>
IN WITNESS WHEREOF, the Trustee has executed and delivered this Demand
Request this ____ day of ______________.
BANKERS TRUST COMPANY,
as Trustee
By:
---------------------------------
Title:
---------------------------------
