0001193125-04-043944 Sample Contracts

GREENPOINT MORTGAGE FUNDING, INC. GREENPOINT MORTGAGE SECURITIES LLC HOME EQUITY LOAN VARIABLE RATE ASSET-BACKED NOTES Series 2004-1 Class A Notes UNDERWRITING AGREEMENT
Underwriting Agreement • March 17th, 2004 • Greenpoint Mortgage Securities LLC • Asset-backed securities • New York

GreenPoint Mortgage Securities LLC, a Delaware limited liability company (the “Sponsor”), proposes to cause GreenPoint Home Equity Loan Trust 2004-1 (the “Trust”) to sell to each of you its Home Equity Loan Asset-Backed Notes in the series and class, in the respective original principal amounts and with the designations set forth in Schedule I hereto (the “Designated Notes”). The Designated Notes, will be issued pursuant to an Indenture (the “Indenture”) dated as of January 1, 2004 between the Trust and JPMorgan Chase Bank, as Indenture Trustee (the “Trustee”). The Trust will be formed pursuant to a Trust Agreement (the “Trust Agreement”) dated as of January 1, 2004 and entered into between the Sponsor and U.S. Bank Trust National Association, as Owner Trustee (the “Owner Trustee”). The Trust will issue two classes of residual certificates (the “Certificates”) evidencing the beneficial ownership in the Trust. The Designated Notes will be secured by certain Mortgage Loans to be transfer

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GREENPOINT MORTGAGE SECURITIES LLC, Sponsor, GREENPOINT MORTGAGE FUNDING, INC., Originator and Servicer, GREENPOINT HOME EQUITY LOAN TRUST 2004-1, Issuer, and JPMORGAN CHASE BANK, Indenture Trustee
Sale and Servicing Agreement • March 17th, 2004 • Greenpoint Mortgage Securities LLC • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of January 1, 2004, (the “Agreement”) among GREENPOINT HOME EQUITY LOAN TRUST 2004-1, a Delaware statutory trust (the “Issuer” or “Trust”), GREENPOINT MORTGAGE SECURITIES LLC, a Delaware limited liability company (the “Sponsor”), GREENPOINT MORTGAGE FUNDING, INC., a New York corporation (the “Servicer”), and JPMORGAN CHASE BANK, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).

TRUST AGREEMENT between GREENPOINT MORTGAGE SECURITIES LLC Sponsor and U.S. BANK TRUST NATIONAL ASSOCIATION Owner Trustee Dated as of January 1, 2004 GREENPOINT HOME EQUITY LOAN TRUST 2004-1 HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES 2004-1
Trust Agreement • March 17th, 2004 • Greenpoint Mortgage Securities LLC • Asset-backed securities • Delaware

TRUST AGREEMENT dated as of January 1, 2004 (the “Agreement”) between GREENPOINT MORTGAGE SECURITIES LLC, a Delaware limited liability company (the “Sponsor”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Owner Trustee.

Assignment, Assumption and Recognition Agreement
Assignment, Assumption and Recognition Agreement • March 17th, 2004 • Greenpoint Mortgage Securities LLC • Asset-backed securities • New York

This Assignment, Assumption and Recognition Agreement (this “Assignment Agreement”), dated as of January 29, 2004, among Terwin Advisors LLC, a Delaware limited liability company (the “Assignor”), GreenPoint Mortgage Securities LLC, a Delaware limited liability company (the “Assignee”), and GreenPoint Mortgage Funding, Inc. (the “Seller”):

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