Greenpoint Credit LLC Securities Registration Statement

POOLING AND SERVICING AGREEMENT

This Pooling and Servicing Agreement is made effective as of by and between:

Contract Seller and Servicer:

Trustee:

Trust Name:

Certificates Series:

This Agreement is entered into for the issuance of Pass-Through Certificates and governs the conveyance, servicing, administration, payment, reporting, transfer, default, and termination provisions relating to the Contracts and the Trust Fund.

ARTICLE I - DEFINITIONS

Section 1.01 Terms.

The following terms shall have the meanings set forth below when used in this Agreement.

Additional Contracts:

Adverse REMIC Event:

Affiliate:

Agreement:

Annual Servicing Rate:

Auction Procedures:

Certificate:

Certificate Account:

Closing Date:

Cut-Off Date:

Distribution Date:

Eligible Account:

Eligible Investments:

Event of Default:

GreenPoint:

Insurance Agreement:

Insurer:

LIBOR:

Pool Scheduled Principal Balance:

Servicer:

Trustee:

Trust Fund:

ARTICLE II - CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Contracts.

GreenPoint, as Contract Seller, transfers, sells, assigns, sets over and otherwise conveys to the Trustee all right, title and interest in and to the Contracts listed on the Contract Schedule, including all related security interests, documents, and proceeds.

Section 2.02 Filing and Assignment, Name Change or Relocation.

The Servicer shall take actions necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds.

Section 2.03 Acceptance by Trustee.

The Trustee acknowledges conveyance of the Contracts and delivery of the Certificate Insurance Policy.

Section 2.04 Trustee Receipt of Documents.

The Trustee shall authenticate and deliver the Certificates upon receipt of required documents and ratings confirmations.

ARTICLE III - REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER

Section 3.01 Representations and Warranties of the Contract Seller.

The Contract Seller makes the representations and warranties set forth in this Article as of the Closing Date.

Organization and Good Standing; Licensing: Confirm organizational status

Authorization; Binding Obligations: Authorized and binding

No Consent Required:

No Violations:

Litigation Pending:

Chief Executive Office:

Section 3.02 Representations and Warranties Regarding Each Contract.

Payments Current:

No Waivers:

Binding Obligation:

No Defenses:

Insurance Maintained:

Origination Method:

Lawful Assignment:

Compliance with Law:

Contract in Force:

Valid Security Interest:

Capacity of Parties:

Good Title:

No Defaults:

No Liens:

Installments Fully Amortizing:

Enforceability:

Contract Schedule Accurate:

One Original:

Loan-to-Value Ratio:

ARTICLE IV - ADMINISTRATION AND SERVICING OF CONTRACTS

Section 4.01 Responsibility for Contract Administration and Servicing.

GreenPoint agrees to act as Servicer under this Agreement and service and administer the Contracts.

Section 4.02 Standard of Care.

The Servicer shall act with reasonable care and in compliance with applicable law.

Section 4.05 Establishment of and Deposits in Certificate Account.

Certificate Account Name:

Bank Name:

Deposit Timing:

Section 4.06 Payment of Taxes.

Section 4.07 Enforcement.

Section 4.09 Maintenance of Hazard Insurance Policies.

Hazard Insurance Required:

Flood Insurance Required (if applicable):

ARTICLE V - PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS

Section 5.01 Monthly Advances by the Servicer.

Monthly Advance Required:

Section 5.02 Payments.

Section 5.04 Monthly Reports.

Monthly Report Delivery:

Section 5.05 Certificate of Servicing Officer.

Section 5.08 Certificate Insurance Policy; Enhancement Payments.

ARTICLE VI - THE CERTIFICATES

Class A-1 Minimum Denomination:

Class A-2 Minimum Denomination:

Class R Initial Principal Balance:

ARTICLE VII - THE CONTRACT SELLER AND THE SERVICER

Section 7.02 Servicer's Indemnities.

Section 7.04 Merger or Consolidation of the Contract Seller or the Servicer.

Section 7.06 Assignment by Servicer.

Section 7.07 Successor to the Servicer.

ARTICLE VIII - EVENTS OF DEFAULT

Servicer Default Event:

Insurer Default:

Event of Default Notice Date:

ARTICLE IX - CONCERNING THE TRUSTEE

Section 9.01 Duties of Trustee.

Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent and Certificate Administrator.

Section 9.06 Eligibility Requirements for Trustee.

Section 9.07 Resignation and Removal of the Trustee.

ARTICLE X - TERMINATION

Optional Termination Date:

Termination Auction:

Minimum Termination Amount:

ARTICLE XI - MISCELLANEOUS PROVISIONS

Governing Law:

Amendment Consent Required:

Third Party Beneficiary:

SIGNATURES

Additional Notes: