GreenPoint Bank Demand Note to Bankers Trust Company (Trustee) for GreenPoint Home Equity Loan Trust 2000-1

Summary

GreenPoint Bank issues this Demand Note to Bankers Trust Company, acting as Trustee for the GreenPoint Home Equity Loan Trust 2000-1. Under the agreement, GreenPoint promises to pay the Trustee up to $2,625,145.73 on demand, covering any undercollateralization amounts and certain interest shortfalls as defined in the related Pooling Agreement. The note accrues interest on unpaid amounts and includes provisions for legal fees if collection is required. The agreement is governed by New York law and waives the right to a jury trial in related disputes.

EX-10.2 9 0009.txt DEMAND NOTE DEMAND NOTE GreenPoint Home Equity Loan Trust 2000-1 June 29, 2000 ON DEMAND, for value received, GreenPoint Bank ("GreenPoint"), promises to pay on the Insured Undercollateralization Payment Date for each Pool to the Bankers Trust Company (the "Trustee") the Undercollateralization Amount for such Pool up to a maximum aggregate amount payable pursuant to this paragraph for both Pools of $2,625,145.73 in lawful money of the United States of America pursuant to the Pooling Agreement and Indenture, dated as of June 1, 2000 (the "Pooling Agreement"), among the Trustee, GreenPoint Home Equity Loan Trust 2000-1, as Issuer and Freddie Mac. GreenPoint has issued this Demand Note to the Trustee. Capitalized terms used but not defined herein shall have the meaning set forth in the Pooling Agreement. Interest shall accrue on the amount due under this Demand Note from the date of demand until the date payment is made at the Late Payment Rate. In addition, GreenPoint hereby agrees to pay any Capitalized Interest Shortfall for each Payment Date occurring prior to the later of (i) the Payment Date in September 2000 and (ii) the Insured Undercollateralization Payment Date. For purposes of this Demand Note, Capitalized Interest Shortfall shall mean the excess, if any, of (i) the sum of the Class A-1 Interest Payment Amount and the Class A-2 Interest Payment Amount for such Payment Date over (ii) the total Interest Collections received on the Mortgage Loans during the immediately preceding Collection Period. If the indebtedness represented by this Demand Note, or any part thereof, is collected at law or in equity or in bankruptcy, receivership or other court proceedings, or this Demand Note is placed in the hands of attorneys for collection, GreenPoint agrees to pay, in addition to the principal and interest (if any) due under this Demand Note, reasonable attorneys' and collection fees. The undersigned and all sureties, endorsers, and guarantors of this Demand Note waive demand, presentment for payment, notice of nonpayment, protest, notice of dishonor and protest, notice of intention to accelerate, notice of acceleration, and all other notices, filing of suit and diligence in collecting this Demand Note and agree to any substitution, exchange or release of any such security or the release of any party primarily or secondarily liable hereon and further agree that it will not be necessary for any holder hereof, in order to enforce payment of this Demand Note by it, to first institute suit or exhaust its remedies against GreenPoint or others liable hereunder, and consent to any extension or postponement of time of payment of this Demand Note or any other indulgence with respect hereto, without notice thereof to any of them. The undersigned hereby irrevocably submits to the jurisdiction of the United States District Court for the District of New York and any court in the State of New York located in the City of New York and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it in connection with this Demand Note or for the recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The undersigned hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the undersigned hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Demand Note may not be litigated in or by such courts. To the extent permitted by applicable law, the undersigned agrees that it shall not seek and hereby waives the right to seek any review of the judgment of any such court by any court of any other nation or jurisdiction which may be called upon to grant an enforcement of such judgment. The undersigned hereby irrevocably agrees that the summons and complaint or any other process in connection with this Demand Note may be served by mailing to the address set forth below or by hand delivery to a person of suitable age and discretion at the address set forth below. Such service will be complete on the date such process is so mailed or delivered, and the undersigned will have thirty days from such completion of service in which to respond in the manner provided by law. The undersigned may also be served in any other manner permitted by law, in which event the undersigned's time to respond shall be the time provided by law. THE UNDERSIGNED HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS DEMAND NOTE. THE UNDERSIGNED HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY THE TRUSTEE THAT THE TRUSTEE HAS BEEN INDUCED TO ACCEPT THIS DEMAND NOTE BY, AMONG OTHER THINGS, THIS WAIVER. 2 This Demand Note shall be governed by, and for all purposes construed in accordance with, the laws of the State of New York. GREENPOINT BANK By: /s/ Howard C. Bluver ------------------------------ Name: Howard C. Bluver Title: S.V.P. & General Counsel 3