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


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                      FINANCIAL GUARANTY INSURANCE COMPANY,



                                       and



                         GREENWICH CAPITAL MARKETS, INC.





                            INDEMNIFICATION AGREEMENT





                    GREENPOINT HOME EQUITY LOAN TRUST 2000-3


                      HOME EQUITY LOAN ASSET BACKED NOTES,
                                  SERIES 2000-3




                          Dated as of December 5, 2000



<PAGE>


                                TABLE OF CONTENTS



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


                                                                            Page

Section 1. Defined Terms.......................................................1

Section 2. Other Definitional Provisions.......................................2

Section 3. Representations and Warranties of the Underwriter...................2

Section 4. Representations and Warranties of the Insurer.......................3

Section 5. Indemnification.....................................................4

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

<PAGE>



         INDEMNIFICATION AGREEMENT, dated as of December 18, 2000, by and
between FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer, and GREENWICH CAPITAL
MARKETS, INC., as 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 the Annex A to the Indenture or Surety Bond No. 00010935 issued by the
Insurer in favor of the Trustee (the "Policy"). For purposes of this
Indemnification Agreement, the following terms shall have the following
meanings:

                  "Indenture" means that certain Indenture relating to the
Notes, dated as of December 1, 2000, between GreenPoint Home Equity Loan Trust
2000-3, as issuer and Bankers Trust Company, as Indenture Trustee, without
regard to any amendment or supplement thereto.

                  "Insurance Agreement" means the Insurance and Indemnity
Agreement (as the same may be amended, modified or supplemented from time to
time), dated as of December 18, 2000, by and among the Insurer, GreenPoint Home
Equity Loan Trust 2000-3, GreenPoint Mortgage Funding Inc., as seller of the
Mortgage Loans to the Sponsor and as Servicer, the Sponsor, and Bankers Trust
Company, as Indenture Trustee.

                  "Insurer" means Financial Guaranty Insurance Company, or any
successor thereto, as issuer of the Policy.

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

                  "Notes" means the GreenPoint Home Equity Loan Trust 2000-3
Home Equity Loan Asset Backed Notes, Class A-1, Class A-2 and Class A-3, as
issued pursuant to the Indenture.

                  "Offering Documents" means the Base Prospectus (the
"Prospectus"), dated February 15, 2000, as supplemented by the Prospectus
Supplement (the "Prospectus Supplement"), dated December 5, 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.

                  "Sale and Servicing Agreement" means the Sale and Servicing
Agreement, dated as of December 1, 2000, by and among GreenPoint Mortgage
Securities Inc., as Sponsor, GreenPoint Mortgage Funding, Inc., as Servicer,
GreenPoint Home Equity Loan Trust 2000-3, and Bankers Trust Company, as
Indenture Trustee, without regard to any amendment or supplement thereto.

                  "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.

<PAGE>


                  "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.

                  "Sponsor" means GreenPoint Mortgage Securities Inc.

                  "Trust Agreement" means the Trust Agreement between GreenPoint
Mortgage Securities Inc., as Sponsor and Wilmington Trust Company, as Owner
Trustee, dated as of December 1, 2000, without regard to any amendment or
supplement thereto.

                  "Underwriter" means Greenwich Capital Markets, Inc.

                  "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) Offering Document. The Underwriter will not use, or
         distribute to other broker-dealers for use, the Prospectus and the
         Prospectus Supplement, and any amendment or supplement thereto, each of
         which includes such information relating to the Insurer, unless such
         information has been furnished by the Insurer for inclusion therein and
         has been approved by the Insurer.

                  (b) Underwriter Information. As to the Underwriter, all
         material provided in writing to the Sponsor for inclusion in the
         Offering Documents (as revised from time to time, and as included in
         such Offering Document or any other Offering Document), being such
         information located in the Prospectus Supplement relating to the Notes,
         being the next to last sentence of the next to last paragraph on page
         S-1, the first two sentences of the paragraph immediately preceding the
         Table of Contents on page S-2, and the third paragraph under the
         heading "Method of Distribution" (the "Underwriter Information"),
         insofar as such information relates to such Underwriter shall be true
         and correct in all material respects.

                  (c) Compliance with Laws. The Underwriter will comply in all
         material respects with all legal requirements in connection with its
         offers and sales of the Notes and will make such offers and sales in
         the manner provided in the Offering Document.


                                      -2-
<PAGE>


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 validly existing New York 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 and deliver this
         Indemnification Agreement and the Insurance Agreement and to perform
         all of its obligations hereunder and thereunder.

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

                  (d) Enforceability. The Policy, when issued, and this
         Indemnification Agreement and the Insurance Agreement will each
         constitute a legal, valid and binding obligation of the Insurer,
         enforceable in accordance with its terms, subject to bankruptcy,
         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 balance sheet of the Insurer as
         of December 31, 1999 and the related statements of income,
         stockholder's equity and cash flows for the three fiscal years ended
         December 31, 1999, and the accompanying footnotes, together with an
         opinion thereon dated January 21, 2000 of KPMG LLP, independent
         certified public accountants, which are referred to in and attached to
         the Offering Document relating to the Notes, 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. The
         balance sheet of the Insurer as of September 30, 2000 and the related
         statements of operations, stockholder's equity and cash flows for the
         six-month period ended September 30, 2000 and the accompanying
         footnotes, which is referred to in and attached to the Offering
         Document relating to the Notes, fairly present in all material respects
         the financial condition of the Insurer as of such date and for such
         nine-month period in accordance with generally accepted accounting
         principles consistently applied. Since September 30, 2000, there has
         been no change in such financial condition of the Insurer that would
         materially and adversely affect its ability to perform its obligations
         under the Policy.

                                      -3-
<PAGE>


                  (f) Insurer Information. The information in the Prospectus
         Supplement as of the date hereof under the caption "The Insurer and the
         Policy" and the financial statements of the Insurer attached as Annex I
         and Annex II in the Prospectus Supplement as of December 31, 1998 and
         December 31, 1999, and for the respective twelve-month periods then
         ended, and as of September 30, 2000, and for the nine-month period then
         ended (the "Insurer Information") are true and correct in all material
         respects and do not contain any untrue statement of a material fact.

Section 5.        Indemnification.

                  (a) The Underwriter agrees to pay, and to protect, indemnify
         and save 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 contained in the
         Underwriter Information with respect to the Underwriter 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
         save harmless, the Underwriter and its officers, directors,
         shareholders, employees, agents and each Person, if any, who controls
         the 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
         contained in the Insurer Information or a breach of any of the
         representations and warranties of the Insurer contained in Section 4,
         subject to the limitations set forth in Section 4(f).

                  (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 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


                                      -4-

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         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.

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:

                      Financial Guaranty Insurance Company
                      115 Broadway
                      New York, New York 10006
                      Attention:  Research and Risk Management
                                    GreenPoint Home Equity
                                    Loan Trust 2000-3
                      Facsimile:  (212) 312-3225
                      Confirmation:  (800) 352-0001


                                      -5-

<PAGE>


                  (b) To the Underwriter:

                      Greenwich Capital Markets, Inc.
                      600 Steamboat Road
                      Greenwich, Connecticut 06830
                      Attention:  Legal Department
                      Facsimile: (203) 618-2164
                      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 (without giving
effect to the conflict of laws provisions thereof).

Section 10.       Counterparts.

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

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.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLAND]


                                      -6-

<PAGE>


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


                                FINANCIAL GUARANTY INSURANCE COMPANY,
                                   as Insurer


                                   By: /s/ Jayce Fox
                                       ----------------------------------
                                       Name:  Jayce Fox
                                       Title: Team Leader


                                GREENWICH CAPITAL MARKETS, INC.,
                                   as Underwriter



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


                                     -7-


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