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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 2000-3 Policy Number: 00010935
Control Number: 010001
Insured Obligations:
$299,286,000 (approximate) in principal amount
of Home Equity Loan Asset Backed
Notes, Series 2000-3, Class A-1, Class A-2 and
Class A-3 Notes (the "Class A Securities")
Trustee: Bankers Trust Company
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 $42,399 (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 Indenture 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
Indenture 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
Form 9109
Page 1 of 4
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Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
Surety Bond
Holders, as provided in the Indenture 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 return any such payment or portion thereof prior to the
expiration date of this Surety Bond 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 Bond 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
Form 9109
Page 2 of 4
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Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
Surety Bond
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 Bond 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 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 Indenture.
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 Bond
shall be the County of New York, State of New York. The insurance provided by
this Surety Bond 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 Indenture. "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 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. "Indenture" means
the Indenture, dated as of December 1, 2000 by and among the Issuer and the
Trustee. "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of December 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 Indenture
does not constitute acceleration for the purposes hereof.
Form 9109
Page 3 of 4
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Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
Surety Bond
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/ [President] /s/ [Authorized Representative]
President Authorized Representative
Effective Date: December 18, 2000
Form 9109
Page 4 of 4
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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 2000-3
Home Equity Loan Asset Backed
Notes, Series 2000-3
Policy No. 00010935
Determination Date:
----------------------------------
Payment Date:
-----------------------------------
We refer to that certain Indenture dated as of December 1, 2000, by and between
GreenPoint Home Equity Loan Trust 2000-3, as Issuer, and Bankers Trust Company,
as Trustee (the "Indenture"), relating to the above referenced Notes. All
capitalized terms not otherwise defined herein or in the Surety Bond 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 such
Payment Date:
(1) A payment on the Class A-1 Notes in an amount equal to $__________ is
due to be received under the Indenture (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 Note
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 Indenture (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 Note Principal Balance, in the case of the Final Scheduled Payment
Date.
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(3) A payment on the Class A-3 Notes in an amount equal to $_____________
is due to be received under the Indenture (the "Class A-3 Required
Payment"), consisting of $__________ in respect of the Class A-3 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 Note Principal Balance, in the case of the Final Scheduled Payment
Date.
(b) (1) The amount available in the Collection Account to be distributed on
such Distribution Date on the Class A-1 Notes 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 $_______________.
(3) The amount available in the Collection Account to be distributed on
such Distribution Date on the Class A-3 Notes pursuant to the Pooling
Agreement (the "Class A-3 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.
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(3) The Class A-3 Required Payment exceeds the Class A-3 Net Available
Distribution Amount, therefore a Class A-3 Deficiency Amount exists for
the Distribution Date identified above for the Class A-3 Notes in the
amount of $__________ [(a)(3) - (b)(3)]. 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 Indenture, this statement constitutes a notice
for payment of an Insured Amount by the Insurer in the amount of
$_______________ [(c)(1) + (c)(2) + (c)(3) + (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 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: __________________________________
