<PAGE>
EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/17/2000
001417558 - 3276010
CERTIFICATE OF FORMATION
GREENPOINT ASSET LLC
This Certificate of Formation of GreenPoint Asset LLC (the "Company"), is
being executed by the undersigned for the purpose of forming a limited liability
company pursuant to the Delaware Limited Liability Company Act.
1. The name of the limited liability company is:
GreenPoint Asset LLC
2. The address of the registered office of the Company in Delaware is 30
Old Rudnick Lane, Suite 100, Dover, Delaware 19901. The Company's
registered agent at that address is Lexis Document Services, Inc.
IN WITNESS WHEREOF, the undersigned, an authorized person of the Company,
has caused this Certificate of Formation to be duly executed as of the 17th day
of August, 2000.
/s/ Charles O. Ryan
----------------------------------
Charles O. Ryan, Authorized Person
