GREENPOINT MORTGAGE SECURITIES INC/
INDEMNIFICATION AGREEMENT
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<TYPE>EX-10.1
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>

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                           AMBAC ASSURANCE CORPORATION


                                       and


                         GREENWICH CAPITAL MARKETS, INC.



                            INDEMNIFICATION AGREEMENT



                    GREENPOINT HOME EQUITY LOAN TRUST 2000-1



                            Dated as of June 15, 2000



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                               TABLE OF CONTENTS


         (This Table of Contents is for convenience of reference only and shall
not be deemed to be part of this Indemnification Agreement. All capitalized
terms used in this Indemnification Agreement and not otherwise defined shall
have the meanings set forth in Article I of this Indemnification Agreement.)


                                                                            Page
                                                                            ----
Section 1.  Defined Terms ....................................................1
Section 2.  Other Definitional Provisions ....................................1
Section 3.  Representations and Warranties of the Underwriter ................2
Section 4.  Representations and Warranties of the Insurer ....................2
Section 5.  Indemnification ..................................................3
Section 6.  Amendments, Etc. .................................................5
Section 7.  Notices ..........................................................5
Section 8.  Severability .....................................................6
Section 9.  Governing Law ....................................................6
Section 10. Counterparts .....................................................6
Section 11. Headings .........................................................6







                                      (i)
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      INDEMNIFICATION AGREEMENT dated as of June 15, 2000 (the "Indemnification
Agreement"), by and between AMBAC ASSURANCE CORPORATION, as Insurer, and
GREENWICH CAPITAL MARKETS, INC. (the "Underwriter").

      Section 1.  Defined Terms. Unless the context clearly requires otherwise,
all capitalized terms used but not defined herein shall have the respective
meanings assigned to them in Annex A to the Pooling Agreement, the Insurance
Agreement or the Policy. For purposes of this Indemnification Agreement, the
following terms shall have the following meanings:

      "Information Circular" means the Information Circular, dated June 15,
2000, in respect of the Certificates, and any amendment or supplement thereto,
and any other offering document in respect of the Certificates that makes
reference to the Policy.

      "Insurance Agreement" means the Insurance and Indemnity Agreement (as may
be amended, modified or supplemented from time to time) dated as of June 29,
2000 by and among GreenPoint Mortgage Securities Inc., as Sponsor, GreenPoint
Mortgage Funding, Inc., as Servicer, the Insurer, the Trust, as Issuer, and the
Trustee.

      "Insurer" means Ambac Assurance Corporation, or any successor thereto, as
issuer of the Policy.

      "Insurer Information" has the meaning given such term in Section 4.

      "Material Adverse Change" means, in respect of any Person, a material
adverse change in (i) the business, financial condition, results of operations
or properties of such Person on a consolidated basis with its subsidiaries or
(ii) the ability of such Person to perform its obligations under any of the
Company Documents.

      "Offering Document" means the Prospectus Supplement, dated June 15, 2000,
in respect of the Notes, and any amendment or supplement thereto, and any other
offering document in respect of the Notes that makes reference to the Policy.

      "Pooling Agreement" means the Pooling Agreement (as may be amended,
modified or supplemented from time to time as set forth therein) dated as of
June 1, 2000 by and between the Issuer and the Trustee, relating to the
GreenPoint Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Securities, Series 2000-1.

      "Securities Act" means the Securities Act of 1933, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

      "Securities Exchange Act" means the Securities Exchange Act of 1934,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

      "Underwriter" means Greenwich Capital Markets, Inc.

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      "Underwriter Information" has the meaning given such term in Section 3.

      Section 2.  Other Definitional Provisions. The words "hereof," "herein"
and "hereunder" and words of similar import when used in this Indemnification
Agreement shall refer to this Indemnification Agreement as a whole and not to
any particular provision of this Indemnification Agreement, and Section,
subsection, Schedule and Exhibit references are to this Indemnification
Agreement unless otherwise specified. The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such terms.
The words "include" and "including" shall be deemed to be followed by the phrase
"without limitation."

      Section 3.  Representations and Warranties of the Underwriter. The
Underwriter represents and warrants as of the Closing Date as follows:

                  (a) Compliance With Laws. The Underwriter will comply in all
         material respects with all legal requirements in connection with offers
         and sales of the Securities and will make such offers and sales in the
         manner to be provided in the Offering Document and the Information
         Circular.

                  (b) Offering Document and Information Circular. The
         Underwriter will not use, or distribute to other broker-dealers for
         use, any Offering Document in connection with the offer and sale of the
         Notes or any Information Circular in connection with the offer and sale
         of the Certificates unless such Offering Document or Information
         Circular includes such information relating to the Insurer as has been
         furnished by the Insurer for inclusion therein and has been approved by
         the Insurer.

                  (c) Underwriter Information. All material provided by the
         Underwriter for inclusion in the Offering Document and the Information
         Circular (as revised from time to time), is true and correct in all
         material respects, it being understood and agreed that the only such
         information furnished by the Underwriter consists of the following
         information (collectively, the "Underwriter Information"): the
         information contained under the heading "Method of Distribution"
         relating to the Underwriter in the Offering Document.

      Section 4.  Representations and Warranties of the Insurer. The Insurer
represents and warrants to the Underwriter as follows:

                  (a) Organization and Licensing. The Insurer is a duly
         organized and licensed and validly existing Wisconsin stock insurance
         company duly qualified to conduct an insurance business in the State of
         New York.

                  (b) Corporate Power. The Insurer has the corporate power and
         authority to issue the Policy and execute this Indemnification
         Agreement and to perform all of its obligations hereunder and
         thereunder.


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                  (c) Authorization; Approvals. Proceedings legally required for
         the issuance of the Policy and the execution, delivery and performance
         of this Indemnification Agreement have been taken and all material
         licenses, orders, consents or other authorizations or approvals of any
         governmental boards or bodies legally required for the enforceability
         of the Policy have been obtained or are not material to the
         enforceability of the Policy.

                  (d) Enforceability. The Policy, when issued, and this
         Indemnification Agreement will each constitute a legal, valid and
         binding obligation of the Insurer, enforceable in accordance with its
         terms, subject to insolvency, reorganization, moratorium, receivership
         and other similar laws affecting creditors' rights generally and by
         general principles of equity and subject to principles of public policy
         limiting the right to enforce the indemnification provisions contained
         therein and herein, insofar as such provisions relate to
         indemnification for liabilities arising under federal securities laws.

                  (e) Financial Information. The consolidated financial
         statements of the Insurer and subsidiaries as of December 31, 1999 and
         December 31, 1998, and for each of the years in the three-year period
         ended December 31, 1999, prepared in accordance with generally accepted
         accounting principles, included in the Annual Report on Form 10-K of
         Ambac Financial Group, Inc. (which was filed with the Commission on
         March 30, 2000; Commission File Number 1-10777) and the unaudited
         consolidated financial statements of the Insurer and subsidiaries as of
         March 31, 2000 and for the periods ending March 31, 2000 and March 31,
         1999 included in the Quarterly Report on Form 10-Q of Ambac Financial
         Group, Inc. for the period ended March 31, 2000 (which was filed with
         the Commission on May 12, 2000), which are incorporated by reference in
         the Offering Document and the Information Circular, fairly present in
         all material respects the financial condition of the Insurer as of such
         dates and for the periods covered by such statements in accordance with
         generally accepted accounting principles consistently applied. Since
         March 31, 2000, there has been no change in the financial condition of
         the Insurer that would materially and adversely affect its ability to
         perform its obligations under the Policy.

                  (f) Insurer Information. The information in the Offering
         Document and the Information Circular as of the date hereof under the
         caption "THE INSURER AND THE POLICY" (the "Insurer Information") is
         true and correct in all material respects and does not contain any
         untrue statement of a material fact.

                  (g) Rating. The Insurer is not aware of any facts that if
         disclosed to Moody's or S&P would be reasonably expected to result in a
         downgrade of the rating of the financial strength rating of the Insurer
         by either of such Rating Agencies.

                  (h) No Litigation. There are no actions, suits, proceedings or
         investigations pending or, to the best of the Insurer's knowledge,
         threatened against it at law or in equity or before or by any court,
         governmental agency, board or commission or any arbitrator which, if
         decided adversely, would result in a Material Adverse Change or would
         materially


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         and adversely affect its ability to perform its obligations under the
         Policy, this Indemnification Agreement or the Insurance and Indemnity
         Agreement.

                  (i) Securities Act Registration. The Policy is exempt from
         registration under the Securities Act.

         Section 5.  Indemnification.

                  (a) The Underwriter hereby agrees to pay, and to protect,
         indemnify and hold harmless, the Insurer and its officers, directors,
         shareholders, employees, agents and each Person, if any, who controls
         the Insurer within the meaning of either Section 15 of the Securities
         Act or Section 20 of the Securities Exchange Act from and against, any
         and all claims, losses, liabilities (including penalties), actions,
         suits, judgments, demands, damages, costs or expenses (including
         reasonable fees and expenses of attorneys, consultants and auditors and
         reasonable costs of investigations) of any nature arising out of or by
         reason of any untrue statement of a material fact or an omission to
         state a material fact necessary in order to make the statements therein
         in light of the circumstances in which they were made not misleading,
         contained in the Underwriter Information or a breach of any of the
         representations and warranties of the Underwriter contained in Section
         3.

                  (b) The Insurer agrees to pay, and to protect, indemnify and
         hold harmless, the Underwriter and its respective officers, directors,
         shareholders, employees, agents and each Person, if any, who controls
         such Underwriter within the meaning of either Section 15 of the
         Securities Act or Section 20 of the Securities Exchange Act from and
         against, any and all claims, losses, liabilities (including penalties),
         actions, suits, judgments, demands, damages, costs or expenses
         (including reasonable fees and expenses of attorneys, consultants and
         auditors and reasonable costs of investigations) of any nature arising
         out of or by reason of any untrue statement of a material fact or an
         omission to state a material fact necessary in order to make the
         statements therein in light of the circumstances in which they were
         made not misleading, contained in the Insurer Information or a breach
         of any of the representations and warranties of the Insurer contained
         in Section 4.

                  (c) If any action or proceeding (including any governmental
         investigation) shall be brought or asserted against any Person
         (individually, an "Indemnified Party" and, collectively, the
         "Indemnified Parties") in respect of which the indemnity provided in
         this Section 5(a) or (b) may be sought from the Underwriter, on the one
         hand, or the Insurer, on the other (each, an "Indemnifying Party")
         hereunder, each such Indemnified Party shall promptly notify the
         Indemnifying Party in writing, and the Indemnifying Party shall assume
         the defense thereof, including the employment of counsel satisfactory
         to the Indemnified Party and the payment of all expenses. The
         Indemnified Party shall have the right to employ separate counsel in
         any such action and to participate in the defense thereof at the
         expense of the Indemnified Party; provided, however, that the fees and
         expenses of such separate counsel shall be at the expense of the
         Indemnifying Party if (i) the Indemnifying Party has

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         agreed to pay such fees and expenses, (ii) the Indemnifying Party shall
         have failed to assume the defense of such action or proceeding and
         employ counsel reasonably satisfactory to the Indemnified Party in any
         such action or proceeding or (iii) the named parties to any such action
         or proceeding (including any impleaded parties) include both the
         Indemnified Party and the Indemnifying Party, and the Indemnified Party
         shall have been advised by counsel that there may be one or more legal
         defenses available to it which are different from or additional to
         those available to the Indemnifying Party (in which case, if the
         Indemnified Party notifies the Indemnifying Party in writing that it
         elects to employ separate counsel at the expense of the Indemnifying
         Party, the Indemnifying Party shall not have the right to assume the
         defense of such action or proceeding on behalf of such Indemnified
         Party, it being understood, however, that the Indemnifying Party shall
         not, in connection with any one such action or proceeding or separate
         but substantially similar or related actions or proceedings in the same
         jurisdiction arising out of the same general allegations or
         circumstances, be liable for the reasonable fees and expenses of more
         than one separate firm of attorneys at any time for the Indemnified
         Parties, which firm shall be designated in writing by the Indemnified
         Party). The Indemnifying Party shall not be liable for any settlement
         of any such action or proceeding effected without its written consent
         to the extent that any such settlement shall be prejudicial to the
         Indemnifying Party, but, if settled with its written consent, or if
         there is a final judgment for the plaintiff in any such action or
         proceeding with respect to which the Indemnifying Party shall have
         received notice in accordance with this subsection (c), the
         Indemnifying Party agrees to indemnify and hold the Indemnified Parties
         harmless from and against any loss or liability by reason of such
         settlement or judgment.

                  (d) To provide for just and equitable contribution if the
         indemnification provided by the Indemnifying Party is determined to be
         unavailable or insufficient to hold harmless any Indemnified Party
         (other than due to application of this Section), each Indemnifying
         Party shall contribute to the losses incurred by the Indemnified Party
         on the basis of the relative fault of the Indemnifying Party, on the
         one hand, and the Indemnified Party, on the other hand provided, that
         the Underwriter shall not be liable for any amount in excess of (i) the
         excess of the sales prices of the Securities to the public over the
         prices paid therefor by the Underwriter over (ii) the aggregate amount
         of any damages which the Underwriter has otherwise been required to pay
         in respect of the same or any substantially similar claim.

                           The relative fault of each Indemnifying Party, on the
         one hand, and each Indemnified Party, on the other, shall be determined
         by reference to, among other things, whether the breach of, or alleged
         breach of, any of its representations and warranties set forth was
         within the control of, the Indemnifying Party or the Indemnified Party,
         and the parties relative intent, knowledge, access to information and
         opportunity to correct or prevent such breach.

                           No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation.


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      Section 6.  Amendments, Etc. This Indemnification Agreement may be
amended, modified, supplemented or terminated only by written instrument or
written instruments signed by the parties hereto.

      Section 7.  Notices. All demands, notices and other communications to be
given hereunder shall be in writing (except as otherwise specifically provided
herein) and shall be mailed by registered mail or personally delivered and
telecopied to the recipient as follows:

         (a)      To the Insurer:

                  Ambac Assurance Corporation
                  One State Street Plaza
                  New York, New York 10004

                  Attention:  Structured Finance Department--MBS
                  Telecopy No.:  212-363-1459
                  Confirmation:  212-668-0340

         (b)      To the Underwriter:

                  Greenwich Capital Markets, Inc.
                  600 Steamboat Road
                  Greenwich, Connecticut 06830
                  Attention:  Legal Department
                  Telecopy No.:  203-618-2132
                  Confirmation:  203-625-2700

      A party may specify an additional or different address or addresses by
writing mailed or delivered to the other parties as aforesaid. All such notices
and other communications shall be effective upon receipt.

      Section 8.  Severability. In the event that any provision of this
Indemnification Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, the parties hereto agree that such holding shall not
invalidate or render unenforceable any other provision hereof. The parties
hereto further agree that the holding by any court of competent jurisdiction
that any remedy pursued by any party hereto is unavailable or unenforceable
shall not affect in any way the ability of such party to pursue any other remedy
available to it.

      Section 9.  Governing Law. This Indemnification Agreement shall be
governed by and construed in accordance with the laws of the State of New York.

      Section 10.  Counterparts. The Indemnification Agreement may be executed
in counterparts by the parties hereto, and all such counterparts shall
constitute one and the same instrument.


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      Section 11.  Headings. The headings of Sections and the Table of Contents
contained in this Indemnification Agreement are provided for convenience only.
They form no part of this Indemnification Agreement and shall not affect its
construction or interpretation.







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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement, all as of the day and year first above mentioned.

                                              AMBAC ASSURANCE CORPORATION,
                                                  as Insurer


                                                  By: /s/ Jeffrey D. Nabi
                                                     --------------------------
                                                  Name:  Jeffrey D. Nabi
                                                  Title: First Vice President



                                              GREENWICH CAPITAL MARKETS, INC.,
                                                  as Underwriter


                                                  By: /s/ Frank Skibo
                                                     --------------------------
                                                  Name:  Frank Skibo
                                                  Title: Vice President


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