RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.,

                                          Depositor,


                                              and

                                     JPMORGAN CHASE BANK,

                                        Grantor Trustee




                                    GRANTOR TRUST AGREEMENT

                                     Dated January 3, 2003




                                    Grantor Trust 2002-HI5


<PAGE>


<TABLE>
<CAPTION>

                                       TABLE OF CONTENTS
                                                                                          Page



                                          ARTICLE I

<S>     <C>                                                                                 <C>
Section 1.01          Definitions............................................................2
Section 1.02          Other Definitional Provisions..........................................2


                                          ARTICLE II



                                  CONVEYANCE OF HOME LOANS;
                        ORIGINAL ISSUANCE OF GRANTOR TRUST CERTIFICATE

Section 2.01.  Conveyance of Home Loans......................................................3
Section 2.02.  Acceptance by Grantor Trustee.................................................3
Section 2.03.  Representations and Warranties of the Seller..................................4
Section 2.04.  Issuance of Grantor Trust Certificate.........................................4
Section 2.05.  Grantor Trust.................................................................4


                                         ARTICLE III

                                 ADMINISTRATION AND SERVICING
                                        OF HOME LOANS

Section 3.01.  Master Servicer to Act as Servicer............................................6


                                          ARTICLE IV

                         PAYMENTS TO GRANTOR TRUST CERTIFICATEHOLDERS

Section 4.01.  Grantor Trust Certificate Account.............................................7
Section 4.02.  Distributions.................................................................7


                                          ARTICLE V

                                THE GRANTOR TRUST CERTIFICATE



                                             -1-

<PAGE>



Section 5.01.  The Grantor Trust Certificate.................................................9
Section 5.02.  Registration of Transfer and Exchange of Grantor Trust Certificate............9
Section 5.03.  Mutilated, Destroyed, Lost or Stolen Grantor Trust Certificate...............11
Section 5.04.  Persons Deemed Owners........................................................12
Section 5.05.  Appointment of Paying Agent..................................................12


                                          ARTICLE VI

                                CONCERNING THE GRANTOR TRUSTEE

Section 6.01.  Duties of Grantor Trustee....................................................13
Section 6.02.  Certain Matters Affecting the Grantor Trustee................................15
Section 6.03.  Grantor Trustee Not Liable for Grantor Trust Certificate or Home
               Loans........................................................................16
Section 6.04.  Grantor Trustee May Own Grantor Trust Certificate............................16
Section 6.05.  Eligibility Requirements for Grantor Trustee.................................16
Section 6.06.  Resignation and Removal of the Grantor Trustee...............................17
Section 6.07.  Successor Grantor Trustee....................................................18
Section 6.08.  Merger or Consolidation of Grantor Trustee...................................18
Section 6.09.  Appointment of Co-Grantor Trustee or Separate Grantor Trustee................18
Section 6.10.  Appointment of Custodians....................................................20
Section 6.11.  Appointment of Office or Agency..............................................20
Section 6.12.  Compliance with Withholding Requirements.....................................20
Section 6.13.  Grantor Trust Reporting......................................................20
Section 6.14.  Representations and Warranties...............................................21
Section 6.15.  Compensation and Indemnity...................................................21


                                         ARTICLE VII

                                         TERMINATION

Section 7.01.  Termination Upon Purchase by the Master Servicer or Liquidation of
               All Home Loans...............................................................23


                                         ARTICLE VIII

                                   MISCELLANEOUS PROVISIONS

Section 8.01.  Amendment....................................................................25
Section 8.02.  Recordation of Grantor Trust Agreement; Counterparts.........................26
Section 8.03.  Limitation on Rights of Grantor Trust Certificateholder......................26
Section 8.04.  Governing Law................................................................27


                                             -2-

<PAGE>



Section 8.05.  Notices......................................................................27
Section 8.06.  Severability of Provisions...................................................28
</TABLE>


EXHIBITS

Exhibit A             Form of Grantor Trust Certificate
Exhibit B             Home Loan Schedule



                                             -3-

<PAGE>



               This Grantor Trust  Agreement,  dated January 3, 2003 (as amended
from time to time, this "Grantor Trust Agreement"),  between RESIDENTIAL FUNDING
MORTGAGE  SECURITIES  II,  INC.,  a  Delaware  corporation,  as  depositor  (the
"Depositor") and JPMORGAN CHASE BANK, a New York banking corporation, as trustee
(the "Grantor Trustee"),


                                 W I T N E S S E T H T H A T:


               WHEREAS,  pursuant  to  the  terms  of  the  Home  Loan  Purchase
Agreement, Residential Funding Corporation (in its capacity as Seller) will sell
to the  Depositor  the Home Loans  together  with the Related  Documents  on the
Closing Date;

               WHEREAS,  pursuant to this Grantor Trust Agreement, the Depositor
will  transfer the Home Loans and all of its rights and remedies  under the Home
Loan  Purchase  Agreement  to the  Grantor  Trustee,  together  with the Related
Documents on the Closing Date, in exchange for the Grantor Trust Certificate;

     WHEREAS,  the  Depositor  will sell the Grantor  Trust  Certificate  to the
Issuer on the Closing Date;

               WHEREAS,  pursuant to the terms of the Owner Trust Agreement, the
Issuer will issue and  transfer to or at the  direction  of the  Depositor,  the
Certificate;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue and
transfer to or at the direction of the Depositor, the Notes;

               WHEREAS, pursuant to the terms of the Servicing Agreement between
the Master Servicer,  the Depositor and the Grantor Trustee, the Master Servicer
will service the Home Loans directly or through one or more Subservicers; and

               WHEREAS,  the Home Loans have an aggregate Cut-off Date Principal
Balance  equal to  approximately  $260,000,688.  The Home Loans are  fixed-rate,
fully amortizing, first lien and second lien home loans having terms to maturity
at origination or modification of approximately 5, 10, 15, 20 or 25 years.

               NOW,  THEREFORE,  in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:




                                             -1-

<PAGE>



                                          ARTICLE I

                                          Definitions

               Section 1.01 Definitions.  For all purposes of this Grantor Trust
Agreement,  except as otherwise  expressly provided herein or unless the context
otherwise  requires,  capitalized  terms not otherwise defined herein shall have
the meanings assigned to such terms in Appendix A to the Indenture dated January
3, 2003 (the  "Indenture"),  between Home Loan Trust  2002-HI5,  as Issuer,  and
JPMorgan Chase Bank, as Indenture  Trustee,  which is  incorporated by reference
herein.  All  other  capitalized  terms  used  herein  shall  have the  meanings
specified herein.

               Section 1.02 Other Definitional Provisions. (a) All terms defined
in this Grantor Trust Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.

               (b)  As  used  in  this  Grantor  Trust   Agreement  and  in  any
certificate  or other  document  made or delivered  pursuant  hereto or thereto,
accounting  terms not defined in this  Grantor  Trust  Agreement  or in any such
certificate  or other  document,  and  accounting  terms partly  defined in this
Grantor Trust  Agreement or in any such  certificate or other  document,  to the
extent not  defined,  shall  have the  respective  meanings  given to them under
generally accepted accounting prin ciples. To the extent that the definitions of
accounting  terms in this Grantor Trust Agreement or in any such  certificate or
other document are inconsistent  with the meanings of such terms under generally
accepted accounting principles,  the definitions contained in this Grantor Trust
Agreement or in any such certificate or other document shall control.

               (c) The  words  "hereof,"  "herein,"  "hereunder"  and  words  of
similar  import when used in this Grantor  Trust  Agreement  shall refer to this
Grantor Trust  Agreement as a whole and not to any particular  provision of this
Grantor  Trust  Agreement;  Section and  Exhibit  references  contained  in this
Grantor Trust  Agreement  are  references to Sections and Exhibits in or to this
Grantor Trust Agreement  unless  otherwise  specified;  and the term "including"
shall mean "including without limitation".

               (d) The definitions contained in this Grantor Trust Agreement are
applicable  to the singular as well as the plural forms of such terms and to the
masculine as well as the feminine and neuter genders of such terms.

               (e) Any agreement,  instrument or statute  defined or referred to
herein or in any  instrument or  certificate  delivered in  connection  herewith
means  such  agreement,  instrument  or  statute  as from time to time  amended,
modified or supplemented and includes (in the case of agreements or instruments)
references to all  attachments  thereto and  instruments  incorporated  therein;
references to a Person are also to its permitted successors and assigns.


                                             -2-

<PAGE>



                                          ARTICLE II

                                   CONVEYANCE OF HOME LOANS;
                        ORIGINAL ISSUANCE OF GRANTOR TRUST CERTIFICATE

               Section 2.01. Conveyance of Home Loans.

               (a) The Depositor,  by the execution and delivery of this Grantor
Trust Agreement, does hereby sell, assign, set over, and otherwise convey to the
Grantor Trustee,  without recourse,  all of its right, title and interest in, to
and under the following,  and wherever located:  (i) the Home Loans set forth on
the Home Loan  Schedule  attached  hereto as  Exhibit B, all  interest  accruing
thereon and all collections in respect thereof  received on or after the Cut-off
Date;  (ii)  property  which  secured a Home Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure;  (iii) the interest of the Depositor
in any  insurance  policies  in respect of the Home  Loans;  (iv) all rights and
remedies of the Depositor  under the Home Loan Purchase  Agreement;  and (v) all
proceeds of the foregoing.  Such conveyance shall be deemed to be made as of the
Closing Date.

               (b) Pursuant to Section 2.1 of the Home Loan Purchase  Agreement,
the Related Documents for each of the Home Loans are required to be delivered to
the Custodian.  The Depositor  hereby  acknowledges  that all Related  Documents
delivered  to the  Custodian  are to be held by the  Custodian on behalf of, and
subject to the exclusive  control and direction of, the Grantor  Trustee for the
benefit of the Holder of the Grantor Trust Certificate.

               (c) The parties  hereto  intend that the  transactions  set forth
herein constitute a sale by the Depositor to the Grantor Trustee for the benefit
of the Holder of the Grantor Trust  Certificate  of all the  Depositor's  right,
title and  interest  in and to the Home Loans and other  property  as and to the
extent  described  above.  In the event the  transactions  set forth  herein are
deemed not to be a sale, the Depositor  hereby grants to the Grantor Trustee for
the benefit of the Holder of the Grantor Trust  Certificate a security  interest
in all of the  Depositor's  right,  title and interest in, to and under the Home
Loans and such  other  property,  to secure all of the  Depositor's  obligations
hereunder,  and  this  Grantor  Trust  Agreement  shall  constitute  a  security
agreement  under  applicable  law. The  Depositor  agrees to take or cause to be
taken such actions and to execute such documents,  including without  limitation
the filing of all necessary  UCC-1 financing  statements  (which shall have been
submitted for filing as of the Closing Date), any  continuation  statements with
respect thereto and any amendments  thereto  required to reflect a change in the
name or  corporate  structure of the  Depositor or the filing of any  additional
UCC-1 financing statements,  as are necessary to perfect and protect the Grantor
Trustee's interests in each Home Loan and the proceeds thereof.

     (d) The trust created  hereunder shall be referred to as the "Grantor Trust
2002- HI5".

               Section 2.02. Acceptance by Grantor Trustee.

               The Grantor Trustee  acknowledges  receipt subject to a Custodial
Agreement,  and based  solely  upon a receipt or  certification  executed by the
Custodian, by the respective Custodian


                                             -3-

<PAGE>



as the duly appointed agent of the Grantor Trustee,  of the Related Documents to
the extent  delivered to the  Custodian  and declares that it, or a Custodian as
its  agent,  holds  and  will  hold  such  documents  and  the  other  documents
constituting a part of the Mortgage Files delivered to it, or a Custodian as its
agent,  in trust for the use and benefit of all present and future Grantor Trust
Certificateholders.  The Grantor  Trustee or Custodian  (such Custodian being so
obligated under a Custodial  Agreement) agrees, for the benefit of Grantor Trust
Certificateholder,  to review each Mortgage File  delivered to it within 45 days
after the  Closing  Date to  ascertain  that all  required  documents  have been
executed  and  received,  and that  such  documents  relate  to the  Home  Loans
identified on the Home Loan Schedule,  as supplemented,  that have been conveyed
to it.  Upon  delivery  of the  Mortgage  Files by the  Depositor  or the Master
Servicer,  the Grantor  Trustee shall  acknowledge  receipt (or, with respect to
Home Loans subject to a Custodial Agreement,  and based solely upon a receipt or
certification executed by the Custodian,  receipt by the respective Custodian as
the duly appointed agent of the Grantor Trustee) of the Related  Documents.  The
Grantor  Trustee  or  Custodian  (such  Custodian  being  so  obligated  under a
Custodial  Agreement) agrees to review each Mortgage File delivered to it within
45 days after receipt  thereof to ascertain  that all  documents  required to be
delivered  pursuant  to  Section  2.01(b)  have  been  received,  and that  such
documents  relate to the Home Loans  identified  on the Home Loan  Schedule,  as
supplemented, that have been conveyed to it.

               Section 2.03. Representations and Warranties of the Seller.

               It is  understood  and agreed  that the  Seller has made  certain
representations  and  warranties  regarding the Home Loans  pursuant to the Home
Loan Purchase  Agreement,  and that,  pursuant to Section 2.01(a)  hereof,  such
representations and warranties and the related remedy provisions,  together with
all other  rights and  remedies of the  Depositor  under the Home Loan  Purchase
Agreement,  have been assigned hereunder to, and are enforceable by, the Grantor
Trustee on behalf of the Grantor Trust Certificateholder against the Seller.

               Section 2.04. Issuance of Grantor Trust Certificate.

               The Grantor Trustee acknowledges the assignment to it of the Home
Loans and the  delivery of the  Mortgage  Files to it, or any  Custodian  on its
behalf,  subject to any exceptions noted,  together with the assignment to it of
all other  assets  included  in the  Grantor  Trust,  receipt of which is hereby
acknowledged.  Concurrently  with such  delivery and in exchange  therefor,  the
Grantor Trustee, pursuant to the written request of the Depositor executed by an
officer  of the  Depositor,  has  executed  and caused to be  authenticated  and
delivered to or upon the order of the Depositor  the Grantor Trust  Certificate,
which evidences the entire beneficial ownership of the Grantor Trust. The rights
of the  Grantor  Trust  Certificateholder  to  receive  distributions  from  the
proceeds of the Grantor Trust, and all ownership  interests of the Grantor Trust
Certificateholder  in such distributions,  shall be as set forth in this Grantor
Trust Agreement.

               Section 2.05. Grantor Trust.

               The Grantor Trust is intended to qualify as an "investment trust"
within the meaning of Treasury  Regulation  ss.301.7701-4(c),  and it is neither
the purpose nor the intent of the parties hereto to create a partnership,  joint
venture, or association taxable as a corporation between or


                                             -4-

<PAGE>



among the Grantor Trust Certificateholder, the Grantor Trustee or the Depositor.
In furtherance  of the  foregoing,  the purpose of the Grantor Trust shall be to
protect and  conserve  the assets of the Grantor  Trust,  and the Grantor  Trust
shall not at any time  engage in or carry on any kind of business or any kind of
commercial or investment activity.  In no event shall the Grantor Trustee or any
other  person  have any  power  to vary  the  investment  of the  Grantor  Trust
Certificateholder  in  the  Grantor  Trust  Certificate  or  to  substitute  new
investments  or reinvest so as to enable the Grantor Trust to take  advantage of
variations  in the  market  to  improve  the  investment  of the  Grantor  Trust
Certificateholder in the Grantor Trust Certificate.

Section  2.06.  Master  Servicer  as  Agent  and  Bailee  of the  Grantor  Trust
     Certificateholder.

               Solely for purposes of perfection by possession under the Uniform
Commercial Code or other similar applicable law, rule or regulation of the state
in which such  property  is held by the Master  Servicer,  the  Grantor  Trustee
hereby  acknowledges  that the Master  Servicer is acting as agent and bailee of
the  Grantor  Trust  Certificateholder  in  holding  amounts  on  deposit in the
Custodial  Account pursuant to Section 3.02 of the Servicing  Agreement that are
allocable to the Grantor Trust  Certificate,  as well as its agent and bailee in
holding  any  Related  Documents  released  to the Master  Servicer  pursuant to
Section 3.06(c) of the Servicing  Agreement,  and any other items constituting a
part of the Trust Estate which from time to time come into the possession of the
Master  Servicer.  It is intended that, by the Master  Servicer's  acceptance of
such agency  pursuant to Section 3.02 of the  Servicing  Agreement,  the Grantor
Trustee will be deemed to have possession of such Related Documents, such monies
and such other items for purposes of the Uniform Commercial Code of the state in
which such property is held by the Master Servicer.


                                             -5-

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                  OF HOME LOANS

               Section 3.01. Master Servicer to Act as Servicer.

               It is  understood  and agreed  that the Master  Servicer,  acting
alone or through  Subservicers,  shall service and  administer the Home Loans in
accordance  with the terms of the Servicing  Agreement and the  respective  Home
Loans, on behalf of, and subject to the exclusive  control and direction of, the
Grantor Trustee for the benefit of the holder of the Grantor Trust Certificate.


                                             -6-

<PAGE>



                                   ARTICLE IV

                  PAYMENTS TO GRANTOR TRUST CERTIFICATEHOLDERS

               Section 4.01. Grantor Trust Certificate Account.

               (a) The Grantor  Trustee  shall  establish and maintain a Grantor
Trust Certificate  Account titled "JPMorgan Chase Bank, as Grantor Trustee,  for
the  benefit of the  Grantor  Trust  Certificateholder,  pursuant to the Grantor
Trust Agreement,  dated January 3, 2003,  between  Residential  Funding Mortgage
Securities  II, Inc. and JPMorgan  Chase Bank".  The Grantor  Trust  Certificate
Account  shall be an  Eligible  Account.  Pursuant  to  Section  3.03(i)  of the
Servicing  Agreement,  the Master  Servicer  shall cause to be  deposited in the
Grantor  Trust  Certificate  Account  on behalf of the  Grantor  Trustee  on the
Business  Day  prior  to  each  Payment  Date by wire  transfer  of  immediately
available  funds an  amount  equal to the sum of the  Interest  Collections  and
Principal Collections for the immediately succeeding Payment Date.

               (b) The Grantor  Trustee  shall,  upon  written  request from the
Master Servicer,  invest or cause the institution  maintaining the Grantor Trust
Certificate Account to invest the funds in the Grantor Trust Certificate Account
in Permitted  Investments  designated in the name of the Grantor Trustee for the
benefit of the Grantor Trust  Certificateholder,  which investments shall mature
not later than the Business Day preceding the Payment Date following the date of
such investment  (except that (i) any investment in the  institution  with which
the Grantor Trust  Certificate  Account is maintained may mature on such Payment
Date and (ii) any  other  investment  may  mature  on such  Payment  Date if the
Grantor  Trustee  shall  advance funds on such Payment Date to the Grantor Trust
Certificate  Account in the amount  payable on such  investment  on such Payment
Date,  pending receipt thereof to the extent necessary to make  distributions on
the  Grantor  Trust  Certificate)  and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master  Servicer and shall be subject to its  withdrawal or order
from time to time.  The  amount of any  losses  incurred  in respect of any such
investments shall be deposited in the Grantor Trust  Certificate  Account by the
Master Servicer out of its own funds  immediately as realized  without any right
of reimbursement.

               Section 4.02. Distributions.

               (a) On each  Payment  Date,  (i) the Grantor  Trustee or (ii) the
Paying Agent appointed by the Grantor  Trustee,  shall distribute to the Grantor
Trust  Certificateholder  of record on the  related  Record  Date (other than as
provided  in  Section  7.01  respecting  the  final   distribution)   either  in
immediately  available  funds (by wire  transfer or otherwise) to the account of
such  Grantor  Trust   Certificateholder  at  a  bank  or  other  entity  having
appropriate facilities therefor, if such Grantor Trust  Certificateholder has so
notified  the Grantor  Trustee or the Paying  Agent,  as the case may be, or, if
such Grantor Trust  Certificateholder has not so notified the Grantor Trustee or
the Paying  Agent by the related  Record  Date,  by check mailed to such Grantor
Trust  Certificateholder  at the address of such Holder appearing in the Grantor
Trust  Certificate  Register,  an  amount  equal  to the  sum  of  the  Interest
Collections and the Principal Collections.



                                             -7-

<PAGE>



               (b) If the Master Servicer  anticipates that a final distribution
with respect to the Grantor Trust  Certificate  will be made on the next Payment
Date  (including  by reason  of an  optional  purchase  by the  Master  Servicer
pursuant to Section 8.08(a)(ii) of the Servicing Agreement), the Master Servicer
shall,  no  later  than  the  Determination  Date in the  month  of  such  final
distribution,  notify  the  Grantor  Trustee  pursuant  to  Section  8.08 of the
Servicing  Agreement  and the  Grantor  Trustee  shall,  no  later  than two (2)
Business Days after such Determination  Date, send on such date to the Holder of
the Grantor Trust  Certificate  a notice to the effect that the Grantor  Trustee
anticipates  that the final  distribution  with  respect  to the  Grantor  Trust
Certificate  will be made on such  Payment Date but only upon  presentation  and
surrender of such Grantor Trust Certificate at the office of the Grantor Trustee
or as otherwise specified therein,  and no interest shall accrue on such Grantor
Trust  Certificate  from and after the end of the prior  calendar  month  unless
funds for such final  distribution are not available for payment on such Payment
Date.  In the  event  that  the  Grantor  Trust  Certificateholder  required  to
surrender its Grantor  Trust  Certificate  pursuant to Section  7.01(c) does not
surrender  its Grantor Trust  Certificate  for final  cancellation,  the Grantor
Trustee  shall  cause funds  distributable  with  respect to the  Grantor  Trust
Certificate  to be  withdrawn  from the Grantor  Trust  Certificate  Account and
credited to a separate  escrow  account  for the  benefit of the  Grantor  Trust
Certificateholder as provided in Section 7.01(d).




                                             -8-

<PAGE>



                                           ARTICLE V

                                 THE GRANTOR TRUST CERTIFICATE

               Section 5.01. The Grantor Trust Certificate.

               The Grantor Trust  Certificate shall be substantially in the form
set forth in Exhibit A and shall,  on original  issue, be executed and delivered
by  the  Grantor  Trustee  to  the  Grantor  Trust  Certificate   Registrar  for
authentication  and delivery to or upon the order of the Depositor  upon receipt
by the Grantor Trustee or one or more  Custodians of the documents  specified in
Section 2.01. The Grantor Trust  Certificate  shall be issuable only as a single
Certificate evidencing 100% of the Grantor Trust Certificate.

               The  Grantor  Trust  Certificate  shall be  executed by manual or
facsimile  signature on behalf of an authorized  officer of the Grantor Trustee.
The Grantor  Trust  Certificate  bearing the manual or facsimile  signatures  of
individuals  who were at any time the proper  officers  of the  Grantor  Trustee
shall bind the Grantor Trustee,  notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the  authentication  and delivery
of such Grantor  Trust  Certificate  or did not hold such offices at the date of
such Grantor Trust  Certificate.  No Grantor Trust Certificate shall be entitled
to any benefit under this Grantor Trust Agreement,  or be valid for any purpose,
unless  there  appears  on  such  Grantor  Trust  Certificate  a  Grantor  Trust
Certificate  of  Authentication  substantially  in the form  provided for herein
executed by the Grantor Trust  Certificate  Registrar by manual  signature,  and
such  Grantor  Trust  Certificate  of  Authentication  upon  any  Grantor  Trust
Certificate  shall be  conclusive  evidence,  and the only  evidence,  that such
Grantor Trust Certificate has been duly  authenticated and delivered  hereunder.
The Grantor Trust Certificate shall be dated the date of its authentication.

Section  5.02.   Registration   of  Transfer  and  Exchange  of  Grantor   Trust
     Certificate.

               (a) The  Grantor  Trustee  shall  cause  to be kept at one of the
offices or agencies to be appointed by the Grantor  Trustee in  accordance  with
the  provisions of Section 6.11 a Grantor Trust  Certificate  Register in which,
subject to such reasonable regulations as it may prescribe,  the Grantor Trustee
shall  provide for the  registration  of the Grantor  Trust  Certificate  and of
transfers and exchanges of the Grantor Trust Certificate as herein provided. The
Grantor Trustee is initially  appointed Grantor Trust Certificate  Registrar for
the purpose of  registering  the Grantor  Trust  Certificate  and  transfers and
exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trust
Certificate Registrar,  or the Grantor Trustee, shall notify the Master Servicer
promptly of any transfer of the Grantor  Trust  Certificate  and the name of any
such transferee of the Grantor Trust Certificateholder.

               (b) Upon  surrender for  registration  of transfer of the Grantor
Trust Certificate at any office or agency of the Grantor Trustee  maintained for
such purpose  pursuant to Section 6.11 and upon  satisfaction  of the conditions
set forth  below,  the Grantor  Trustee  shall  execute  and the  Grantor  Trust
Certificate  Registrar  shall  authenticate  and  deliver,  in the  name  of the
designated


                                             -9-

<PAGE>



transferee or transferees,  a new Grantor Trust Certificate  representing a 100%
Certificate Percentage Interest.

               (c) Notwithstanding  any other provision hereof,  unless an Event
of Default has occurred and is  continuing  under the Indenture or the Indenture
is otherwise  terminated,  no transfer of the Grantor Trust Certificate shall be
made. The foregoing  provision  shall not apply to or in any way limit:  (i) the
transfer of the Grantor Trust  Certificate to the Owner Trustee  pursuant to the
Owner Trust Agreement,  (ii) the  transferability  of the Notes, the Owner Trust
Certificate or any other  securities  secured thereby or representing  interests
therein,  or (iii) the rights of the Holder of the Grantor Trust  Certificate to
terminate  the Grantor  Trust and take  delivery of the Home Loans in accordance
with Section 7.02, or any actions that may be taken  thereafter  with respect to
the Home Loans.

               (d) No transfer, sale, pledge or other disposition of the Grantor
Trust  Certificate  shall be made unless such  transfer,  sale,  pledge or other
disposition is exempt from the  registration  requirements of the Securities Act
of 1933, as amended (the "1933 Act"),  and any applicable  state securities laws
or is made in  accordance  with the  1933  Act and  laws.  Except  as  otherwise
provided in this  Section  5.02(d),  in the event that a transfer of the Grantor
Trust Certificate is to be made without  registration  under the 1933 Act either
(i)(A) the Grantor Trustee shall require a written Opinion of Counsel acceptable
to and in  form  and  substance  satisfactory  to the  Grantor  Trustee  and the
Depositor  that such transfer may be made  pursuant to an exemption,  describing
the applicable  exemption and the basis  therefor,  from said Act and laws or is
being made pursuant to said Act and laws,  which Opinion of Counsel shall not be
an  expense of the  Grantor  Trustee,  the  Depositor  or the  Master  Servicer;
provided  that such Opinion of Counsel will not be required in  connection  with
the initial  transfers of the Grantor Trust  Certificate by the Depositor or any
Affiliate  thereof  to an  Affiliate  of the  Depositor  or to the Issuer or the
Indenture  Trustee as pledgee of the Issuer and (B) the  Grantor  Trustee  shall
require  the  transferee  to execute a  representation  letter,  and the Grantor
Trustee shall require the transferor to execute a  representation  letter,  each
acceptable  to and in form and substance  satisfactory  to the Depositor and the
Grantor  Trustee  certifying to the Depositor and the Grantor  Trustee the facts
surrounding such transfer,  which representation letters shall not be an expense
of the Grantor Trustee, the Depositor or the Master Servicer; provided, however,
that such  representation  letters will not be required in  connection  with any
transfer of any such Grantor Trust Certificate by the Depositor or any Affiliate
thereof to an  Affiliate  of the  Depositor,  and the Grantor  Trustee  shall be
entitled to conclusively rely upon a written  representation  from the Depositor
of the status,  of such  transferee as an Affiliate of the Depositor or (ii) the
prospective  transferee of such a Grantor Trust Certificate shall be required to
provide the Grantor  Trustee,  the  Depositor  and the Master  Servicer  with an
investment  letter in form and substance  satisfactory  to the Depositor and the
Grantor Trustee,  which investment letter shall not be an expense of the Grantor
Trustee,  the Depositor,  or the Master Servicer,  and which  investment  letter
states  that,   among  other  things,   such  transferee  (A)  is  a  "qualified
institutional  buyer" as defined under Rule 144A,  acting for its own account or
the accounts of other  "qualified  institutional  buyers" as defined  under Rule
144A,  and (B) is aware  that the  proposed  transferor  intends  to rely on the
exemption  from  registration  requirements  under the 1933 Act provided by Rule
144A.  The Holder of the Grantor Trust  Certificate  desiring to effect any such
transfer,  sale,  pledge or other  disposition  shall, and does hereby agree to,
indemnify  the Grantor  Trustee,  the  Depositor,  the Master  Servicer  and the
Grantor Trust Certificate


                                             -10-

<PAGE>



Registrar against any liability that may result if the transfer, sale, pledge or
other  disposition  is not so  exempt  or is not made in  accordance  with  such
federal and state laws and this Grantor Trust Agreement.

               (e) In the case of any Grantor  Trust  Certificate  presented for
registration  in the name of any Person,  either (i) the Grantor  Trustee  shall
require  an  Opinion  of  Counsel  acceptable  to  and  in  form  and  substance
satisfactory  to the Grantor  Trustee,  the Depositor and the Master Servicer to
the effect that the purchase or holding of such  Grantor  Trust  Certificate  is
permissible  under  applicable  law,  will  not  constitute  or  result  in  any
non-exempt  prohibited  transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended  ("ERISA"),  or Section 4975 of the Code
(or comparable  provisions of any subsequent  enactments),  and will not subject
the Grantor  Trustee,  the Depositor or the Master Servicer to any obligation or
liability  (including  obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Grantor Trust Agreement, which
Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor
or the Master Servicer or (ii) the prospective  transferee  shall be required to
provide  the Grantor  Trustee,  the  Depositor  and the Master  Servicer  with a
certification,  which the Grantor  Trustee may rely upon without further inquiry
or investigation,  or such other  certifications as the Grantor Trustee may deem
desirable or necessary in order to establish that such  transferee or the Person
in whose name such  registration is requested is not an employee benefit plan or
other plan subject to the prohibited  transaction provisions of ERISA or Section
4975 of the Code,  or any  Person  (including  an  investment  manager,  a named
fiduciary or a trustee of any such plan) who is using "plan  assets" of any such
plan to effect such acquisition; provided, however, that such Opinion of Counsel
or certification  will not be required in connection with the initial  transfers
of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an
Affiliate of the Depositor or to the Issuer or the Indenture  Trustee as pledgee
of the Issuer (in which case,  the  Depositor  or any  Affiliate  thereof or the
Issuer shall have deemed to have  represented  that such Affiliate or the Issuer
is not a Plan or a Person  investing  "plan assets" of any Plan) and the Grantor
Trustee shall be entitled to  conclusively  rely upon a  representation  (which,
upon the request of the Grantor Trustee, shall be a written representation) from
the Depositor of the status of such transferee as an Affiliate of the Depositor.

               (f) No service  charge shall be made for any transfer or exchange
of the Grantor Trust Certificate, but the Grantor Trustee may require payment of
a sum sufficient to cover any tax or governmental  charge that may be imposed in
connection with any transfer or exchange of the Grantor Trust Certificate.

               (g) The Grantor Trust  Certificate  surrendered  for transfer and
exchange shall be destroyed by the Grantor Trust Certificate Registrar.

Section 5.03. Mutilated, Destroyed, Lost or Stolen Grantor Trust Certificate.

               If (i) any mutilated  Grantor Trust Certificate is surrendered to
the Grantor Trust Certificate Registrar,  or the Grantor Trustee and the Grantor
Trust  Certificate  Registrar  receive  evidence  to their  satisfaction  of the
destruction,  loss or theft of the Grantor Trust Certificate,  and (ii) there is
delivered to the Grantor  Trustee and the Grantor  Trust  Certificate  Registrar
such security or


                                             -11-

<PAGE>



indemnity as may be required by them to hold each of them harmless, then, in the
absence  of notice to the  Grantor  Trustee  or the  Grantor  Trust  Certificate
Registrar  that the Grantor Trust  Certificate  has been acquired by a bona fide
purchaser,  the Grantor Trustee shall execute and the Grantor Trust  Certificate
Registrar shall authenticate and deliver, in exchange for or in lieu of any such
mutilated,  destroyed,  lost or stolen Grantor Trust Certificate,  a new Grantor
Trust Certificate of like tenor and Certificate  Percentage Interest but bearing
a number not contemporaneously outstanding. Upon the issuance of any new Grantor
Trust  Certificate  under this  Section,  the  Grantor  Trustee  may require the
payment of a sum sufficient to cover any tax or other  governmental  charge that
may be imposed in relation  thereto and any other  expenses  (including the fees
and expenses of the Grantor Trustee and the Grantor Trust Certificate Registrar)
connected therewith.  Any duplicate Grantor Trust Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Grantor Trust, as if originally  issued,  whether or not the lost, stolen or
destroyed Grantor Trust Certificate shall be found at any time.

               Section 5.04. Persons Deemed Owners.

               Prior to due  presentation  of the Grantor Trust  Certificate for
registration  of  transfer,  the  Depositor,  the Master  Servicer,  the Grantor
Trustee, the Grantor Trust Certificate Registrar and any agent of the Depositor,
the Master  Servicer,  the  Grantor  Trustee or the  Grantor  Trust  Certificate
Registrar  may treat the Person in whose name the Grantor Trust  Certificate  is
registered  as the owner of the  Grantor  Trust  Certificate  for the purpose of
receiving  distributions  pursuant  to Section  4.02 and for all other  purposes
whatsoever, and neither the Depositor, the Master Servicer, the Grantor Trustee,
the Grantor  Trust  Certificate  Registrar nor any agent of the  Depositor,  the
Master Servicer,  the Grantor Trustee or the Grantor Trust Certificate Registrar
shall be affected by notice to the contrary.

               Section 5.05. Appointment of Paying Agent.

               The Grantor Trustee may appoint a Paying Agent for the purpose of
making distributions to the Grantor Trust Certificateholder  pursuant to Section
4.02. In the event of any such appointment, on or prior to each Payment Date the
Master  Servicer on behalf of the Grantor  Trustee  shall deposit or cause to be
deposited  with the Paying  Agent a sum  sufficient  to make the payments to the
Grantor Trust Certificateholder in the amounts and in the manner provided for in
Section 4.02,  such sum to be held in trust for the benefit of the Grantor Trust
Certificateholder.

               The Grantor  Trustee shall cause each Paying Agent to execute and
deliver to the Grantor  Trustee an  instrument  in which such Paying Agent shall
agree with the Grantor Trustee that such Paying Agent will hold all sums held by
it for the  payment  to the  Grantor  Trust  Certificateholder  in trust for the
benefit of the Grantor Trust Certificateholder  entitled thereto until such sums
shall be paid to such Grantor Trust Certificateholder.  Any sums so held by such
Paying Agent shall be held only in Eligible Accounts to the extent such sums are
not distributed to the Grantor Trust Certificateholder on the date of receipt by
such Paying Agent.


                                             -12-

<PAGE>



                                   ARTICLE VI

                         CONCERNING THE GRANTOR TRUSTEE

               Section 6.01. Duties of Grantor Trustee.

               (a) The Grantor  Trustee,  prior to the occurrence of a Servicing
Default and after the curing or waiver of all Servicing  Defaults which may have
occurred,  undertakes  to  perform  such  duties  and only  such  duties  as are
specifically  set forth in this  Grantor  Trust  Agreement.  In case a Servicing
Default has occurred  (which has not been cured or waived),  the Grantor Trustee
shall  exercise such of the rights and powers vested in it by this Grantor Trust
Agreement,  and use the same  degree  of care and skill in their  exercise  as a
prudent investor would exercise or use under the circumstances in the conduct of
such investor's own affairs.

               (b) The Grantor  Trustee,  upon receipt of all  resolutions,  the
Grantor Trust Certificate,  statements,  opinions, reports, documents, orders or
other  instruments  furnished  to the  Grantor  Trustee  which are  specifically
required  to be  furnished  pursuant  to any  provision  of this  Grantor  Trust
Agreement,  shall  examine  them  to  determine  whether  they  conform  to  the
requirements of this Grantor Trust  Agreement.  The Grantor Trustee shall notify
the  Grantor  Trust  Certificateholder  of  any  such  documents  which  do  not
materially  conform to the  requirements  of this Grantor Trust Agreement in the
event  that  the  Grantor  Trustee,  after  so  requesting,   does  not  receive
satisfactorily corrected documents.

               The  Grantor  Trustee  shall  furnish in a timely  fashion to the
Master Servicer such  information as the Master Servicer may reasonably  request
from time to time for the Master  Servicer to fulfill its duties as set forth in
the Servicing  Agreement.  The Grantor  Trustee  shall  furnish  promptly to the
Indenture  Trustee and the Owner  Trustee all reports  received  from the Master
Servicer.  The Grantor  Trustee  covenants  and agrees that it shall perform its
obligations  hereunder  in a manner so as to maintain  the status of the Grantor
Trust as a grantor  trust under U.S.  federal  income tax law and to prevent the
imposition  of any  federal,  state or  local  income,  prohibited  transaction,
contribution  or other tax on the Grantor  Trust to the extent that  maintaining
such status and  avoiding  such taxes are  reasonably  within the control of the
Grantor  Trustee and are  reasonably  within the scope of its duties  under this
Grantor Trust Agreement.

               (c) No  provision  of  this  Grantor  Trust  Agreement  shall  be
construed to relieve the Grantor  Trustee from  liability  for its own negligent
action,  its  own  negligent  failure  to  act or its  own  willful  misconduct;
provided, however, that:

                         (i) Prior to the occurrence of a Servicing Default, and
        after the curing or waiver of all such Servicing Defaults which may have
        occurred,  the duties and  obligations  of the Grantor  Trustee shall be
        determined  solely  by the  express  provisions  of this  Grantor  Trust
        Agreement,  the  Grantor  Trustee  shall  not be liable  except  for the
        performance of such duties and obligations as are specifically set forth
        in this Grantor Trust  Agreement,  no implied  covenants or  obligations
        shall be read into this  Grantor  Trust  Agreement  against  the Grantor
        Trustee  and,  in the  absence  of bad faith on the part of the  Grantor
        Trustee, the


                                             -13-

<PAGE>



        Grantor Trustee may conclusively rely, as to the truth of the statements
        and the correctness of the opinions expressed therein,  upon any Grantor
        Trust  Certificate or opinions  furnished to the Grantor  Trustee by the
        Depositor  or the  Master  Servicer  and  which  on their  face,  do not
        contradict the requirements of this Grantor Trust Agreement;

                        (ii) The Grantor Trustee shall not be personally  liable
        for an error of judgment made in good faith by a Responsible  Officer or
        Responsible  Officers of the Grantor Trustee,  unless it shall be proved
        that the Grantor  Trustee was  negligent in  ascertaining  the pertinent
        facts;

                       (iii) The Grantor Trustee shall not be personally  liable
        with respect to any action taken,  suffered or omitted to be taken by it
        in good faith in  accordance  with the  direction  of the Grantor  Trust
        Certificateholder  as to the time,  method and place of  conducting  any
        proceeding  for  any  remedy  available  to  the  Grantor  Trustee,   or
        exercising any trust or power conferred upon the Grantor Trustee,  under
        this Grantor Trust Agreement;

                        (iv) The  Grantor  Trustee  shall  not be  charged  with
        knowledge  of any  failure or event that may give rise to any  Servicing
        Default (other than a default in payment to the Grantor  Trustee) unless
        a Responsible  Officer of the Grantor Trustee assigned to and working in
        the Corporate  Trust Office obtains actual  knowledge of such failure or
        event or the Grantor Trustee  receives written notice of such failure or
        event at its  Corporate  Trust  Office  from the  Master  Servicer,  the
        Depositor or any Grantor Trust Certificateholder which notice shall make
        specific reference to this transaction; and

                         (v) Except to the extent  provided in Sections 6.06 and
        6.07,  no provision of this Grantor  Trust  Agreement  shall require the
        Grantor  Trustee to expend or risk its own funds or otherwise  incur any
        personal financial  liability in the performance of any of its duties as
        Grantor  Trustee  hereunder,  or in the exercise of any of its rights or
        powers,  if the  Grantor  Trustee  shall  have  reasonable  grounds  for
        believing  that  repayment of funds or adequate  indemnity  against such
        risk or liability is not reasonably assured to it.

               (d) As used in this Article,  references  to the rights,  powers,
duties and obligations of the Grantor Trustee under this Grantor Trust Agreement
include the rights,  powers, duties and obligations of the Grantor Trustee under
the Servicing Agreement.

               (e) The  Grantor  Trustee  covenants  and  agrees  that it  shall
perform its  obligations  hereunder  in a manner so as to maintain the status of
the Grantor  Trust as a grantor trust under subpart E, part I of subchapter J of
the  Code and not as an  association  taxable  as a  corporation,  as a  taxable
mortgage  pool,  or as a partnership  and to prevent the  imposition of any U.S.
federal, state or local income or other tax on the Grantor Trust.



                                             -14-

<PAGE>



               Section 6.02. Certain Matters Affecting the Grantor Trustee.

               Except as otherwise provided in Section 6.01:

                     (i) The Grantor  Trustee may rely and shall be protected in
        acting  or  refraining  from  acting  upon  any  resolution,   Officer's
        Certificate,   certificate   of  auditors  or  any  other   certificate,
        statement, instrument, opinion, report, notice, request, consent, order,
        appraisal,  bond or other paper or document believed by it to be genuine
        and to have been signed or presented by the proper party or parties;

                    (ii) The Grantor  Trustee may consult  with  counsel and any
        Opinion  of  Counsel  shall  be  full  and  complete  authorization  and
        protection  in respect of any action  taken or suffered or omitted by it
        hereunder in good faith and in accordance with such Opinion of Counsel;

                   (iii) The Grantor  Trustee  shall be under no  obligation  to
        exercise any of the trusts or powers  vested in it by this Grantor Trust
        Agreement or to institute, conduct or defend any litigation hereunder or
        in relation  hereto at the  request,  order or  direction of the Grantor
        Trust Certificateholder pursuant to the provisions of this Grantor Trust
        Agreement, unless the Grantor Trust Certificateholder shall have offered
        to the Grantor  Trustee  reasonable  security or  indemnity  against the
        costs, expenses and liabilities which may be incurred therein or thereby
        has given its consent;  nothing contained herein shall, however, relieve
        the  Grantor  Trustee  of  the  obligation,  upon  the  occurrence  of a
        Servicing  Default  (which has not been cured),  to exercise such of the
        rights and powers vested in it by this Grantor Trust  Agreement,  and to
        use the same  degree  of care and skill in their  exercise  as a prudent
        investor would exercise or use under the circumstances in the conduct of
        such investor's own affairs;

                    (iv) The Grantor Trustee shall not be personally  liable for
        any action  taken,  suffered or omitted by it in good faith and believed
        by it to be  authorized  or within  the  discretion  or rights or powers
        conferred upon it by this Grantor Trust Agreement;

                     (v)  Prior  to  the  occurrence  of  a  Servicing   Default
        hereunder and after the curing of any  Servicing  Default which may have
        occurred,   the  Grantor   Trustee  shall  not  be  bound  to  make  any
        investigation  into  the  facts or  matters  stated  in any  resolution,
        certificate,  statement,  instrument,  opinion, report, notice, request,
        consent,  order,  approval,  bond or  other  paper or  document,  unless
        requested  in writing to do so by the Grantor  Trust  Certificateholder;
        provided,  however,  that if the payment within a reasonable time to the
        Grantor  Trustee  of the costs,  expenses  or  liabilities  likely to be
        incurred by it in the making of such investigation is, in the opinion of
        the Grantor  Trustee,  not reasonably  assured to the Grantor Trustee by
        the  security  afforded  to  it by  the  terms  of  this  Grantor  Trust
        Agreement,  the Grantor Trustee may require reasonable indemnity against
        such  expense  or  liability  as  a  condition  to  so  proceeding.  The
        reasonable expense of every such examination shall be paid by the Master
        Servicer,  if a Servicing Default shall have occurred and is continuing,
        and  otherwise by the Grantor  Trust  Certificateholder  requesting  the
        investigation; and


                                             -15-

<PAGE>



                    (vi) The  Grantor  Trustee  may execute any of the trusts or
        powers  hereunder or perform any duties  hereunder either directly or by
        or through  agents or  attorneys  or a  custodian  or  nominee,  and the
        Grantor   Trustee  shall  not  be  responsible  for  any  misconduct  or
        negligence  on the part of, or for the  supervision  of, any such agent,
        attorney, custodian or nominee appointed with due care by it hereunder.

Section 6.03.  Grantor Trustee Not Liable for Grantor Trust  Certificate or Home
     Loans.

               The  recitals   contained   herein  and  in  the  Grantor   Trust
Certificate  (other than the execution and  authentication  of the Grantor Trust
Certificate  and relating to the acceptance and receipt of the Home Loans) shall
be taken as the statements of the Depositor,  and the Grantor Trustee assumes no
responsibility   for  their   correctness.   The   Grantor   Trustee   makes  no
representations  as to  the  validity  or  sufficiency  of  this  Grantor  Trust
Agreement or of the Grantor  Trust  Certificate  (except that the Grantor  Trust
Certificate  shall be duly and validly executed by it and authenticated by it as
Grantor Trust  Certificate  Registrar) or of any Home Loan or related  document.
The Grantor  Trustee shall not be accountable  for the use or application by the
Depositor  of the Grantor  Trust  Certificate  or of the proceeds of the Grantor
Trust  Certificate,  or for  the use or  application  of any  funds  paid to the
Depositor in respect of the Home Loans or  deposited  in or  withdrawn  from the
Custodial Account or the Grantor Trust  Certificate  Account by the Depositor or
the Master Servicer.

               Section 6.04. Grantor Trustee May Own Grantor Trust Certificate.

               The Grantor  Trustee in its  individual or any other capacity may
become the owner or  pledgee  of the  Grantor  Trust  Certificate  with the same
rights it would have if it were not Grantor Trustee.

               Section 6.05. Eligibility Requirements for Grantor Trustee.

               The Grantor Trustee hereunder shall at all times be a corporation
or a national  banking  association  having its principal  office in a state and
city acceptable to the Depositor and organized and doing business under the laws
of such state or the United  States of  America,  authorized  under such laws to
exercise  corporate  trust powers,  having a combined  capital and surplus of at
least  $50,000,000 and subject to supervision or examination by federal or state
authority. If such corporation or national banking association publishes reports
of condition at least  annually,  pursuant to law or to the  requirements of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section the combined capital and surplus of such corporation  shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published.  In case at any time the Grantor  Trustee shall cease to
be eligible in  accordance  with the  provisions  of this  Section,  the Grantor
Trustee shall resign  immediately in the manner and with the effect specified in
Section 6.06.



                                             -16-

<PAGE>



               Section 6.06. Resignation and Removal of the Grantor Trustee.

               (a) The Grantor  Trustee may at any time resign and be discharged
from the trusts hereby  created by giving 120 days written notice thereof to the
Depositor.  Upon  receiving  such notice of  resignation,  the  Depositor  shall
promptly  appoint  a  successor  Grantor  Trustee  by  written  instrument,   in
duplicate,  one copy of which  instrument  shall be delivered  to the  resigning
Grantor Trustee and one copy to the successor  Grantor Trustee.  If no successor
Grantor  Trustee  shall have been so  appointed  and have  accepted  appointment
within 120 days after the giving of such notice of  resignation,  the  resigning
Grantor  Trustee  may  petition  any  court of  competent  jurisdiction  for the
appointment of a successor Grantor Trustee.

               (b) If at any time the Grantor Trustee shall cease to be eligible
in accordance with the provisions of Section 6.05 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Grantor Trustee
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
a receiver of the Grantor Trustee or of its property shall be appointed,  or any
public  officer  shall take charge or control of the  Grantor  Trustee or of its
property  or  affairs  for  the  purpose  of  rehabilitation,   conservation  or
liquidation,  then the  Depositor  may remove the Grantor  Trustee and appoint a
successor Grantor Trustee by written instrument, in duplicate, one copy of which
instrument  shall be delivered to the Grantor Trustee so removed and one copy to
the  successor  Grantor  Trustee.  In addition,  in the event that the Depositor
determines  that the Grantor Trustee has failed (i) to distribute or cause to be
distributed  to the Grantor Trust  Certificateholder  any amount  required to be
distributed  hereunder,  if such  amount is held by the  Grantor  Trustee or its
Paying Agent (other than the Master Servicer or the Depositor) for  distribution
or (ii) to  otherwise  observe  or perform in any  material  respect  any of its
covenants,  agreements or obligations hereunder, and such failure shall continue
unremedied  for a period of 5 days (in  respect  of clause (i) above) or 30 days
(in respect of clause (ii) above) after the date on which written notice of such
failure,  requiring  that the same be  remedied,  shall  have been  given to the
Grantor  Trustee by the  Depositor,  then the  Depositor  may remove the Grantor
Trustee and appoint a successor Grantor Trustee by written instrument  delivered
as provided in Section 6.06(a).

               (c) The Holder of the Grantor Trust  Certificate  may at any time
remove the Grantor  Trustee and appoint a successor  Grantor  Trustee by written
instrument  or  instruments,  in  triplicate,  signed  by  such  Holder  or  its
attorney-in-fact duly authorized, one complete set of which instruments shall be
delivered to the Depositor,  one complete set to the Grantor  Trustee so removed
and one complete set to the successor so appointed.

               (d)  Any  resignation  or  removal  of the  Grantor  Trustee  and
appointment of a successor  Grantor Trustee pursuant to any of the provisions of
this Section  shall become  effective  upon  acceptance  of  appointment  by the
successor  Grantor  Trustee as provided in Section 6.07. In connection  with the
appointment of a successor  Grantor Trustee pursuant to the preceding  sentence,
the Depositor shall, on or before the date on which any such appointment becomes
effective,  obtain  from  each  Rating  Agency  written  confirmation  that  the
appointment  of any  such  successor  Grantor  Trustee  will not  result  in the
reduction  of the  ratings on any class of the  Securities  or the Class B Notes
below the lesser of the then current or original  ratings on such  Securities or
the Class B Notes.



                                             -17-

<PAGE>



               Section 6.07. Successor Grantor Trustee.

               (a) Any  successor  Grantor  Trustee  appointed  as  provided  in
Section 6.06 shall execute,  acknowledge and deliver to the Depositor and to its
predecessor Grantor Trustee an instrument accepting such appointment  hereunder,
and thereupon the  resignation  or removal of the  predecessor  Grantor  Trustee
shall become effective and such successor Grantor Trustee shall become effective
and such successor Grantor Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its  predecessor  hereunder,  with the like  effect  as if  originally  named as
Grantor  Trustee herein.  The  predecessor  Grantor Trustee shall deliver to the
successor   Grantor  Trustee  all  Mortgage  Files  and  related  documents  and
statements held by it hereunder  (other than any Mortgage Files at the time held
by a Custodian,  which shall become the agent of any successor  Grantor  Trustee
hereunder),  and the Depositor,  the Master Servicer and the predecessor Grantor
Trustee shall execute and deliver such  instruments  and do such other things as
may  reasonably be required for more fully and certainly  vesting and confirming
in  the  successor  Grantor  Trustee  all  such  rights,   powers,   duties  and
obligations.

               (b) No successor  Grantor  Trustee  shall accept  appointment  as
provided in this Section  unless at the time of such  acceptance  such successor
Grantor Trustee shall be eligible under the provisions of Section 6.05.

               (c) Upon acceptance of appointment by a successor Grantor Trustee
as provided in this Section,  the Depositor  shall mail notice of the succession
of such Grantor Trustee hereunder to the Holder of the Grantor Trust Certificate
at its  address  as shown in the  Grantor  Trust  Certificate  Register.  If the
Depositor  fails  to mail  such  notice  within  10  days  after  acceptance  of
appointment by the successor  Grantor  Trustee,  the successor  Grantor  Trustee
shall cause such notice to be mailed at the expense of the Depositor.

               Section 6.08. Merger or Consolidation of Grantor Trustee.

               Any corporation or national  banking  association  into which the
Grantor  Trustee may be merged or converted or with which it may be consolidated
or any corporation or national  banking  association  resulting from any merger,
conversion or  consolidation  to which the Grantor  Trustee shall be a party, or
any corporation or national banking  association  acquiring all or substantially
all of the business of the Grantor  Trustee or succeeding to the business of the
Grantor  Trustee,  shall be the  successor  of the  Grantor  Trustee  hereunder,
provided such  corporation  or national  banking  association  shall be eligible
under the  provisions  of Section  6.05,  without the execution or filing of any
paper or any  further  act on the part of any of the  parties  hereto,  anything
herein to the contrary notwithstanding. The Grantor Trustee shall mail notice of
any such merger or consolidation to the Grantor Trust  Certificateholder  at its
address as shown in the Grantor Trust Certificate Register.

     Section  6.09.  Appointment  of  Co-Grantor  Trustee  or  Separate  Grantor
          Trustee.

               (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal  requirements of any  jurisdiction in which any
part of the  Grantor  Trust  or  property  securing  the same may at the time be
located, the Master Servicer and the Grantor Trustee acting


                                             -18-

<PAGE>



jointly  shall have the power and shall execute and deliver all  instruments  to
appoint one or more Persons approved by the Grantor Trustee to act as co-Grantor
Trustee or co-Grantor  Trustees,  jointly with the Grantor Trustee,  or separate
Grantor Trustee or separate Grantor Trustees,  of all or any part of the Grantor
Trust,  and to vest in such Person or Persons,  in such capacity,  such title to
the Grantor Trust, or any part thereof,  and, subject to the other provisions of
this Section 6.09, such powers,  duties,  obligations,  rights and trusts as the
Master Servicer and the Grantor Trustee may consider necessary or desirable.  If
the Master  Servicer  shall not have joined in such  appointment  within 15 days
after the  receipt  by it of a request  so to do, or in case an Event of Default
shall have occurred and be continuing,  the Grantor Trustee alone shall have the
power to make such  appointment.  No  co-Grantor  Trustee  or  separate  Grantor
Trustee  hereunder  shall be  required  to meet the  terms of  eligibility  as a
successor  Grantor  Trustee  under  Section 6.05  hereunder and no notice to the
Holder  of the  Grantor  Trust  Certificate  of the  appointment  of  co-Grantor
Trustee(s) or separate  Grantor  Trustee(s) shall be required under Section 6.07
hereof.

               (b) In the case of any  appointment  of a  co-Grantor  Trustee or
separate  Grantor  Trustee  pursuant to this  Section  6.09 all rights,  powers,
duties and  obligations  conferred or imposed upon the Grantor  Trustee shall be
conferred or imposed upon and exercised or performed by the Grantor Trustee, and
such separate  Grantor  Trustee or  co-Grantor  Trustee  jointly,  except to the
extent that under any law of any  jurisdiction  in which any  particular  act or
acts are to be performed  (whether as Grantor Trustee  hereunder or as successor
to the Master Servicer  hereunder),  the Grantor Trustee shall be incompetent or
unqualified  to perform such act or acts,  in which event such  rights,  powers,
duties and  obligations  (including the holding of title to the Grantor Trust or
any portion thereof in any such  jurisdiction)  shall be exercised and performed
by such separate  Grantor Trustee or co-Grantor  Trustee at the direction of the
Grantor Trustee.

               (c) Any  notice,  request or other  writing  given to the Grantor
Trustee shall be deemed to have been given to each of the then separate  Grantor
Trustees and  co-Grantor  Trustees,  as effectively as if given to each of them.
Every instrument  appointing any separate Grantor Trustee or co-Grantor  Trustee
shall refer to this Grantor Trust  Agreement and the  conditions of this Article
VI. Each separate Grantor Trustee and co-Grantor Trustee, upon its acceptance of
the trusts conferred,  shall be vested with the estates or property specified in
its  instrument  of  appointment,  either  jointly  with the Grantor  Trustee or
separately,  as may be provided  therein,  subject to all the provisions of this
Grantor Trust Agreement,  specifically including every provision of this Grantor
Trust  Agreement  relating to the conduct of,  affecting  the  liability  of, or
affording  protection to, the Grantor  Trustee.  Every such instrument  shall be
filed with the Grantor Trustee.

               (d) Any separate  Grantor  Trustee or co-Grantor  Trustee may, at
any time,  constitute the Grantor Trustee, its agent or  attorney-in-fact,  with
full power and authority,  to the extent not prohibited by law, to do any lawful
act under or in respect of this Grantor Trust Agreement on its behalf and in its
name. If any separate  Grantor  Trustee or co-Grantor  Trustee shall die, become
incapable  of acting,  resign or be  removed,  all of its  estates,  properties,
rights,  remedies  and trusts  shall  vest in and be  exercised  by the  Grantor
Trustee,  to the extent  permitted by law,  without the  appointment of a new or
successor Grantor Trustee.



                                             -19-

<PAGE>



               Section 6.10. Appointment of Custodians.

               The Grantor  Trustee may, with the consent of the Master Servicer
and the Depositor,  appoint one or more Custodians who are not Affiliates of the
Depositor,  the  Master  Servicer  or any Seller to hold all or a portion of the
Mortgage  Files as agent for the Grantor  Trustee,  by entering into a Custodial
Agreement. Subject to Article VII, the Grantor Trustee agrees to comply with the
terms of each  Custodial  Agreement  and to  enforce  the terms  and  provisions
thereof   against  the   Custodian   for  the  benefit  of  the  Grantor   Trust
Certificateholder;  provided,  however,  the Grantor  Trustee  shall be under no
obligation  to supervise the  Custodian.  Each  Custodian  shall be a depository
institution  subject to supervision by federal or state authority,  shall have a
combined  capital and surplus of at least  $15,000,000 and shall be qualified to
do  business  in the  jurisdiction  in which it holds any Loan.  Each  Custodial
Agreement may be amended only as provided in Section 8.01.  The Grantor  Trustee
shall  notify the Grantor  Trust  Certificateholder  of the  appointment  of any
Custodian  (other than the Custodian  appointed as of the Closing Date) pursuant
to this Section 6.10.

               Section 6.11. Appointment of Office or Agency.

               The Grantor Trustee will maintain an office or agency in the City
of  New  York  where  the  Grantor  Trust  Certificate  may be  surrendered  for
registration  of transfer or  exchange.  The Grantor  Trustee  will  maintain an
office at the address stated in Section 8.05(c) hereof where notices and demands
to or upon the Grantor Trustee in respect of this Grantor Trust Agreement may be
served.

               Section 6.12. Compliance with Withholding Requirements.

               Notwithstanding  any  other  provisions  of this  Agreement,  the
Grantor Trustee shall comply with all U.S. federal withholding requirements with
respect to distributions to the Grantor Trust Certificateholder.  The consent of
the  Grantor  Trust  Certificateholder  shall  not  be  required  for  any  such
withholding;  except  that no  withholding  shall be made to the extent that the
Grantor  Trust  Certificateholder   presents  to  the  Grantor  Trustee  a  form
evidencing  entitlement to elimination or reduction of such withholding.  In the
event  the  Grantor  Trustee   withholds  any  amount  from  the  Grantor  Trust
Certificateholder  pursuant  to federal  withholding  requirements,  the Grantor
Trustee  shall  indicate to the Grantor  Trust  Certificateholder  the amount so
withheld.

               Section 6.13. Grantor Trust Reporting.

               The Grantor Trustee shall furnish or cause to be furnished to the
Holder of the Grantor Trust Certificate and shall file or cause to be filed with
the Internal Revenue Service,  together with Form 1041 or such other form as may
be applicable, such information with respect to the income and deductions of the
Grantor  Trust at the time or times  and in the  manner  required  by the  Code,
including  such other  customary  factual  information  as is  available  to the
Grantor Trustee to enable the Grantor Trust Certificateholder to prepare its tax
returns, including information required with respect to computing the accrual of
original issue and market discount.



                                             -20-

<PAGE>



               Section 6.14. Representations and Warranties.

               The Grantor Trustee hereby represents that:

               (i) The Grantor Trustee is duly organized,  validly  existing and
        in good standing  under the laws of the State of New York with power and
        authority  to own its  properties  and to conduct  its  business as such
        properties are currently owned and such business is presently conducted.

               (ii) The Grantor  Trustee has the power and  authority to execute
        and deliver this Grantor Trust Agreement and to carry out its terms; and
        the execution,  delivery and performance of this Grantor Trust Agreement
        have  been duly  authorized  by the  Grantor  Trustee  by all  necessary
        corporate action.

               (iii) The consummation of the  transactions  contemplated by this
        Grantor Trust  Agreement and the  fulfillment of the terms hereof do not
        conflict  with,  result in any breach of any of the terms and provisions
        of, or  constitute  (with or without  notice or lapse of time) a default
        under,  the articles of organization or bylaws of the Grantor Trustee or
        any  agreement  or other  instrument  to which the Grantor  Trustee is a
        party or by which it is bound.

               (iv)  To the  Grantor  Trustee's  best  knowledge,  there  are no
        proceedings or  investigations  pending or threatened  before any court,
        regulatory   body,   administrative   agency   or   other   governmental
        instrumentality  having  jurisdiction  over the  Grantor  Trustee or its
        properties: (A) asserting the invalidity of this Grantor Trust Agreement
        (B)  seeking  to prevent  the  consummation  of any of the  transactions
        contemplated  by  this  Grantor  Trust  Agreement  or  (C)  seeking  any
        determination  or ruling that might  materially and adversely affect the
        performance  by the Grantor  Trustee of its  obligations  under,  or the
        validity or enforceability of, this Grantor Trust Agreement.

               (v) The Grantor Trustee does not have notice of any adverse claim
        (as such terms are used in the applicable  UCC) with respect to the Home
        Loans.

               Section 6.15.  Compensation  and Indemnity.  The Grantor  Trustee
shall be compensated  and  indemnified by the Master Servicer in accordance with
Section 6.06 of the  Servicing  Agreement.  The Grantor  Trustee's  compensation
shall not be  limited  by any law on  compensation  of a trustee  of an  express
trust.  The Depositor  shall  reimburse the Grantor  Trustee for all  reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation  for its services.  Such expenses shall include the
reasonable compensation and expenses,  disbursements and advances of the Grantor
Trustee's  agents,  counsel,   accountants  and  experts.  The  Depositor  shall
indemnify  the Grantor  Trustee  against any and all loss,  liability or expense
(including attorneys' fees) incurred by it in connection with the administration
of this trust and the performance of its duties  hereunder.  The Grantor Trustee
shall  notify  the  Depositor  promptly  of any  claim  for  which  it may  seek
indemnity.  Failure by the Grantor  Trustee to so notify the Depositor shall not
relieve the Depositor of its obligations hereunder. The Depositor


                                             -21-

<PAGE>



shall defend any such claim,  and the Grantor Trustee may have separate  counsel
and the Depositor shall pay the fees and expenses of such counsel. The Depositor
is not  obligated  to  reimburse  any  expense or  indemnify  against  any loss,
liability  or expense  incurred  by the  Grantor  Trustee  through  the  Grantor
Trustee's own willful misconduct, negligence or bad faith.

        The Depositor's and the Master  Servicer's  indemnification  and payment
obligations to the Grantor  Trustee  pursuant to this Section 6.15 shall survive
the discharge of this Grantor Trust Agreement.




                                             -22-

<PAGE>



                                          ARTICLE VII

                                          TERMINATION

     Section  7.01.   Termination  Upon  Purchase  by  the  Master  Servicer  or
          Liquidation of All Home Loans.

               (a) Unless  earlier  terminated  pursuant  to Section  7.02,  the
respective  obligations  and  responsibilities  of the Depositor and the Grantor
Trustee created hereby in respect of the Grantor Trust  Certificate  (other than
the obligation of the Grantor  Trustee to make certain  payments after the Final
Scheduled Payment Date to the Grantor Trust Certificateholder and the obligation
of the  Depositor  to send  certain  notices as  hereinafter  set  forth)  shall
terminate  upon the last action  required to be taken by the Grantor  Trustee on
the Final  Scheduled  Payment Date  pursuant to this Article VII  following  the
earlier of:

               (i) the final payment or other  liquidation of the last Home Loan
          remaining in the Grantor Trust, or

                        (ii) the  purchase  by the Master  Servicer  of all Home
        Loans  pursuant  to  Section  8.08(a)(ii)  of the  Servicing  Agreement;
        provided,  however,  that in no event  shall  the trust  created  hereby
        continue  beyond the  expiration  of 21 years from the death of the last
        survivor of the descendants of Joseph P. Kennedy, the late ambassador of
        the  United  States  to the  Court of St.  James's,  living  on the date
        hereof.

               (b)Notice of any termination shall be provided in accordance with
Section 4.02(b).

               (c)  Upon   presentation  and  surrender  of  the  Grantor  Trust
Certificate  by the Grantor  Trust  Certificateholder,  (i) if not in connection
with the Master  Servicer's  election to repurchase,  the Grantor  Trustee shall
distribute  to  the  Grantor  Trust   Certificateholder   the  amount  otherwise
distributable on such Payment Date, or (ii) if the Master Servicer elected to so
repurchase,   the  Grantor  Trustee  shall   distribute  to  the  Grantor  Trust
Certificateholder  the purchase  price  specified in Section  8.08(a)(ii) of the
Servicing Agreement to the extent received by it.

               (d) In the event that the Grantor Trust  Certificateholder  shall
not surrender the Grantor Trust  Certificate for final payment and  cancellation
on or before  the Final  Scheduled  Payment  Date (if so  required  by the terms
hereof),  the Grantor  Trustee shall on such date cause all funds in the Grantor
Trust Certificate  Account not distributed in final  distribution to the Grantor
Trust  Certificateholder  to be withdrawn  therefrom and credited to the Grantor
Trust  Certificateholder  by depositing  such funds in an escrow account for the
benefit of the Grantor Trust Certificateholder, and the Master Servicer pursuant
to Section 8.08 of the Servicing  Agreement,  as applicable (if it exercised its
right to purchase the assets of the Grantor  Trust),  or the Grantor Trustee (in
any  other  case)  shall  give a second  written  notice  to the  Grantor  Trust
Certificateholder  to surrender the Grantor Trust  Certificate for  cancellation
and receive the final  distribution  with respect thereto.  If within six months
after the second notice the Grantor Trust Certificate shall not have been


                                             -23-

<PAGE>



surrendered for  cancellation,  the Grantor Trustee shall take appropriate steps
as directed by the Master  Servicer  pursuant to Section  8.08 of the  Servicing
Agreement,  as  applicable,  to  contact  the  Grantor  Trust  Certificateholder
concerning surrender of the Grantor Trust Certificate. The costs and expenses of
maintaining   the  escrow   account  and  of   contacting   the  Grantor   Trust
Certificateholder  shall be paid out of the  assets  which  remain in the escrow
account.  If within  nine  months  after the  second  notice the  Grantor  Trust
Certificate  shall not have  been  surrendered  for  cancellation,  the  Grantor
Trustee  shall  pay  to  the  Master  Servicer,   as  applicable,   all  amounts
distributable to the holder thereof and the Master Servicer  pursuant to Section
8.08 of the  Servicing  Agreement,  shall  thereafter  hold such  amounts  until
distributed  to such  holders.  No  interest  shall  accrue or be payable to the
Grantor Trust  Certificateholder  on any amount held in the escrow account or by
the  Master  Servicer,  as a result  of the  Grantor  Trust  Certificateholder's
failure to surrender the Grantor Trust  Certificate for final payment thereof in
accordance with this Section 7.01 and the Grantor Trust  Certificateholder shall
look only to the Master Servicer for such payment.

               Section 7.02  Termination by Grantor Trust Certificateholder.

               Upon the occurrence of an Event of Default under the Indenture or
the  Indenture  is  otherwise  terminated,  the  Holder  of  the  Grantor  Trust
Certificate  shall have the right to terminate  this Grantor Trust  Agreement at
any time upon 30 days prior written notice to the Grantor  Trustee,  with copies
to the Master Servicer, the Custodian and the Depositor specifying the effective
date of such  termination.  Upon presentation and surrender of the Grantor Trust
Certificate by the Holder thereof to the Grantor Trustee on such effective date:
(i) the Home Loans and all other property of the Grantor Trust shall be conveyed
to such  Holder;  (ii) the  Grantor  Trustee  shall  execute and deliver to such
Holder all  instruments  delivered  to the  Grantor  Trustee  and  necessary  to
evidence such conveyance, and shall release all monies and other property of the
Grantor  Trust held by the Grantor  Trustee to such Holder;  (iii) the Custodian
shall thereafter hold all Mortgage Files solely on behalf of, and subject to the
instructions of, such Holder, until the Custodial Agreement is terminated;  (iv)
the Master  Servicer  shall  continue to service the Home Loans  pursuant to the
Servicing  Agreement,  solely for such  Holder,  and such Holder  shall have all
rights of the Grantor  Trustee  thereunder,  until the  Servicing  Agreement  is
terminated;  and (v) such  Holder  will have full right and  authority  to sell,
transfer and assign the Home Loans, subject to any applicable  provisions of the
Owner Trust Agreement and the Grantor Trust Agreement.




                                             -24-

<PAGE>



                                         ARTICLE VIII

                                   MISCELLANEOUS PROVISIONS

               Section 8.01. Amendment.

               (a) This  Agreement,  the  Servicing  Agreement or the  Custodial
Agreement  may be amended  from time to time by the  Depositor  and the  Grantor
Trustee, without the consent of the Grantor Trust Certificateholder:

               (i) to cure any ambiguity,

               (ii) to correct or supplement any  provisions  herein or therein,
          which may be inconsistent  with any other provisions herein or therein
          or to correct any error,

                 (iii) to modify,  eliminate or add to any of its  provisions to
        such  extent  as  shall  be  necessary  or  desirable  to  maintain  the
        qualification  of the Grantor Trust as a Grantor Trust at all times that
        any Grantor Trust Certificate is outstanding or to avoid or minimize the
        risk of the  imposition of any tax on the Grantor Trust  pursuant to the
        Code that would be a claim against the Grantor Trust,  provided that the
        Grantor Trustee has received an Opinion of Counsel (at no expense to the
        Grantor  Trustee)  to the effect that (A) such  action is  necessary  or
        desirable  to maintain  such  qualification  or to avoid or minimize the
        risk of the  imposition  of any such tax and (B)  such  action  will not
        adversely  affect in any material  respect the  interests of any Grantor
        Trust Certificateholder,

                  (iv) to make any other  provisions  with respect to matters or
        questions   arising  under  this  Grantor  Trust  Agreement,   Servicing
        Agreement  or such  Custodial  Agreement  which shall not be  materially
        inconsistent  with  the  provisions  of this  Grantor  Trust  Agreement,
        provided  that such  action  shall not,  as  evidenced  by an Opinion of
        Counsel (at no expense to the Grantor Trustee),  adversely affect in any
        material respect the interests of any Grantor Trust Certificateholder.

               (b) This Grantor Trust Agreement,  the Servicing Agreement or any
Custodial  Agreement  may also be amended from time to time by the Depositor and
the  Grantor  Trustee  with the  consent  of the  Holder  of the  Grantor  Trust
Certificate,  for the  purpose of adding any  provisions  to or  changing in any
manner or eliminating  any of the provisions of this Grantor Trust  Agreement or
such Custodial  Agreement or of modifying in any manner the rights of the Holder
of the Grantor Trust Certificate;  provided, however, that any amendment must be
accompanied  by a letter from the Rating  Agencies that such  amendment will not
result in a  downgrading  or  withdrawal  of the  rating  then  assigned  to the
Securities or the Class B Notes.

               (c)  Notwithstanding any contrary provision of this Grantor Trust
Agreement,  the  Grantor  Trustee  shall not  consent to any  amendment  to this
Grantor  Trust  Agreement,  the Servicing  Agreement or any Custodial  Agreement
unless it shall have first  received an Opinion of Counsel (at no expense to the
Grantor Trustee) to the effect that such amendment or the exercise of any power


                                             -25-

<PAGE>



granted  to the  Master  Servicer,  the  Depositor  or the  Grantor  Trustee  in
accordance  with such  amendment (i) is authorized or permitted by the Agreement
and (ii) will not  result in the  imposition  of a tax on the  Grantor  Trust or
cause  the  Grantor  Trust to fail to be  classified  as a grantor  trust  under
subpart E, part I of subchapter J of chapter 1 of the Code. The Grantor  Trustee
may but shall not be  obligated  to enter into any  amendment  pursuant  to this
Section that affects its rights,  duties and immunities under this Grantor Trust
Agreement or otherwise; provided however, such consent shall not be unreasonably
withheld.

               (d)  Promptly  after  the  execution  of any such  amendment  the
Grantor  Trustee shall  furnish  written  notification  of the substance of such
amendment to the Grantor Trust Certificateholder.  It shall not be necessary for
the consent of the Grantor  Trust  Certificateholder  under this Section 8.01 to
approve  the  particular  form  of  any  proposed  amendment,  but it  shall  be
sufficient if such consent shall  approve the substance  thereof.  The manner of
obtaining  such consents and of evidencing  the  authorization  of the execution
thereof by Grantor Trust  Certificateholder  shall be subject to such reasonable
regulations as the Grantor Trustee may prescribe.

     Section 8.02. Recordation of Grantor Trust Agreement; Counterparts.

               (a) To the extent permitted by applicable law, this Grantor Trust
Agreement is subject to recordation in all  appropriate  public offices for real
property records in all the counties or other comparable  jurisdictions in which
any or all of the properties  subject to the Mortgages are situated,  and in any
other appropriate  public recording office or elsewhere,  such recordation to be
effected by the Master  Servicer  and at its expense on direction by the Grantor
Trustee   (pursuant  to  the  request  of  the  Holder  of  the  Grantor   Trust
Certificate),  but only upon direction  accompanied by an Opinion of Counsel (at
no  expense  to  the  Grantor  Trustee)  to the  effect  that  such  recordation
materially  and  beneficially   affects  the  interests  of  the  Grantor  Trust
Certificateholder.

               (b) For the  purpose  of  facilitating  the  recordation  of this
Grantor Trust Agreement as herein provided and for other purposes,  this Grantor
Trust Agreement may be executed  simultaneously  in any number of  counterparts,
each  of  which  counterparts  shall  be  deemed  to be an  original,  and  such
counterparts shall constitute but one and the same instrument.

     Section 8.03. Limitation on Rights of Grantor Trust Certificateholder.

               (a)   The   death   or    incapacity   of   the   Grantor   Trust
Certificateholder shall not operate to terminate this Grantor Trust Agreement or
the Grantor  Trust,  nor entitle such Grantor  Trust  Certificateholder's  legal
representatives  or  heirs  to claim an  accounting  or to take  any  action  or
proceeding in any court for a partition or winding up of the Grantor Trust,  nor
otherwise  affect the rights,  obligations and liabilities of any of the parties
hereto.

               (b) No Grantor  Trust  Certificateholder  shall have any right to
vote (except as expressly  provided herein) or in any manner  otherwise  control
the operation and  management of the Grantor  Trust,  or the  obligations of the
parties  hereto,  nor shall anything herein set forth, or contained in the terms
of the Grantor Trust Certificate, be construed so as to constitute the Grantor


                                             -26-

<PAGE>



Trust  Certificateholder  from  time  to  time  as  partners  or  members  of an
association;  nor  shall  the  Grantor  Trust  Certificateholder  be  under  any
liability  to any third  person by reason of any action  taken by the parties to
this Grantor Trust Agreement pursuant to any provision hereof.

               (c) No Grantor  Trust  Certificateholder  shall have any right by
virtue of any provision of this Grantor  Trust  Agreement to institute any suit,
action or  proceeding  in equity or at law upon or under or with respect to this
Grantor Trust Agreement,  unless such Holder  previously shall have given to the
Grantor Trustee a written notice of default and of the continuance  thereof,  as
hereinbefore  provided,  and  unless  also  the  Holder  of  the  Grantor  Trust
Certificate, shall have made written request to the Grantor Trustee to institute
such action, suit or proceeding in its own name as Grantor Trustee hereunder and
shall have offered to the Grantor  Trustee such  reasonable  indemnity as it may
require against the costs,  expenses and  liabilities to be incurred  therein or
thereby shall have given its written consent,  and the Grantor  Trustee,  for 60
days after its receipt of such  notice,  request and offer of  indemnity,  shall
have neglected or refused to institute any such action, suit or proceeding.  For
the protection and  enforcement of the provisions of this Section 8.03, each and
every Grantor Trust  Certificateholder and the Grantor Trustee shall be entitled
to such relief as can be given either at law or in equity.

               Section 8.04. Governing Law.

               This Grantor Trust  Agreement  and the Grantor Trust  Certificate
shall be governed by and construed in  accordance  with the laws of the State of
New York and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.

               Section 8.05. Notices.

               All demands and notices  hereunder  shall be in writing and shall
be  deemed  to have  been duly  given if  personally  delivered  at or mailed by
registered  mail,  postage  prepaid  (except for notices to the Grantor  Trustee
which shall be deemed to have been duly given only when received), to (a) in the
case of the Depositor,  8400 Normandale Lake Boulevard,  Suite 700, Minneapolis,
Minnesota  55437,  or such other  address as may  hereafter  be furnished to the
Master Servicer and the Grantor Trustee in writing by the Depositor,  (b) in the
case of the Master  Servicer,  2255 North Ontario  Street,  Suite 400,  Burbank,
California 91504-3102,  Attention:  Addition Director - Bond Administration,  or
such other  address  as may be  hereafter  furnished  to the  Depositor  and the
Grantor  Trustee  by the  Master  Servicer  in  writing,  (c) in the case of the
Grantor  Trustee,  4 New York  Plaza,  6th  Floor,  New  York,  New York  10004,
Attention:  Institutional  Trust  Services/Structured  Finance Service - Grantor
Trust  2002-HI5  or such other  address as may  hereafter  be  furnished  to the
Depositor and the Master Servicer in writing by the Grantor Trustee,  (d) in the
case of Standard & Poor's, 55 Water Street, 41st Floor, New York, New York 10041
Attention: Residential Mortgage Surveillance Group, or such other address as may
hereafter  be  furnished to the  Depositor,  the Grantor  Trustee and the Master
Servicer  in writing by  Standard  & Poor's and (e) in the case of  Moody's,  99
Church Street, 4th Floor, New York, New York 10007 Attention: Home Mortgage Loan
Monitoring  Group or such other  address as may be  hereafter  furnished  to the
Depositor,  Grantor Trustee and Master Servicer by Moody's.  Any notice required
or permitted to be mailed to the Grantor Trust  Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as


                                             -27-

<PAGE>



shown in the Grantor Trust Certificate Register. Any notice so mailed within the
time prescribed in this Grantor Trust  Agreement shall be conclusively  presumed
to have been duly  given,  whether or not the  Grantor  Trust  Certificateholder
receives such notice.

               Section 8.06. Severability of Provisions.

               If any one or more of the  covenants,  agreements,  provisions or
terms of this Grantor Trust  Agreement  shall be for any reason  whatsoever held
invalid,  then such covenants,  agreements,  provisions or terms shall be deemed
severable from the remaining covenants, agreements,  provisions or terms of this
Grantor   Trust   Agreement   and  shall  in  no  way  affect  the  validity  or
enforceability of the other provisions of this Grantor Trust Agreement or of the
Grantor Trust Certificate or the rights of the Holder thereof.




                                             -28-

<PAGE>



               IN WITNESS  WHEREOF,  the Depositor and the Grantor  Trustee have
caused their names to be signed hereto by their  respective  officers  thereunto
duly  authorized  and their  respective  seals,  duly  attested,  to be hereunto
affixed, all as of the date and year first above written.

                                            RESIDENTIAL FUNDING MORTGAGE
                                            SECURITIES II, INC.
[Seal]


                                            By:
                                               --------------------------------
                                      Name:
                                     Title:

Attest:
       ---------------------------------
Name:
Title:


                                            JPMORGAN CHASE BANK,
                               as Grantor Trustee
[Seal]


                                            By:
                                               --------------------------------
                                     Title:

Attest:
       -----------------------------------------
Name:
Title:


                                             -29-

<PAGE>




STATE OF MINNESOTA                  )
                                    ) ss.:
COUNTY OF HENNEPIN                  )

               On the 3rd day of January, 2003 before me, a notary public in and
for said State,  personally appeared  ____________________,  known to me to be a
Vice President of Residential  Funding Mortgage  Securities II, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said  corporation,  and  acknowledged  to me
that such corporation executed the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my
official  seal the day and year in this Grantor  Trust  Certificate  first above
written.

                                                   ----------------------------
                                                        Notary Public


[Notarial Seal]




<PAGE>




STATE OF  NEW YORK           )
                             ) ss.:
COUNTY OF NEW YORK  )


               On the 3rd day of January, 2003 before me, a notary public in and
for said  State,  personally  appeared  __________________,  known to me to be a
_________________  of JPMorgan Chase Bank, a New York banking  corporation  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  association,  and  acknowledged  to me that such
national banking association executed the within instrument.

               IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my
official  seal the day and year in this Grantor  Trust  Certificate  first above
written.


                                                  ------------------------------
                                                               Notary Public

[Notarial Seal]



<PAGE>



                                           EXHIBIT A

                               FORM OF GRANTOR TRUST CERTIFICATE
                                        SERIES 2002-HI5

               THIS GRANTOR TRUST  CERTIFICATE IS NOT  TRANSFERABLE  EXCEPT UPON
SATISFACTION OF THE CONDITIONS IN SECTION 5.02 OF THE GRANTOR TRUST AGREEMENT.

               THIS  GRANTOR  TRUST  CERTIFICATE  HAS NOT  BEEN  AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY  STATE  AND MAY NOT BE RESOLD  OR  TRANSFERRED  UNLESS  IT IS  REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR  TRANSFERRED IN  TRANSACTIONS  WHICH
ARE EXEMPT FROM  REGISTRATION  UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND
IS TRANSFERRED IN ACCORDANCE  WITH THE PROVISIONS OF SECTION 5.02 OF THE GRANTOR
TRUST AGREEMENT,  DATED JANUARY 3, 2003,  BETWEEN  RESIDENTIAL  FUNDING MORTGAGE
SECURITIES II, INC. AND JPMORGAN CHASE BANK ("THE AGREEMENT").

               NO  TRANSFER  OF THIS  CERTIFICATE  SHALL BE MADE  UNLESS (I) THE
GRANTOR  TRUSTEE SHALL HAVE RECEIVED AN OPINION OF COUNSEL  ACCEPTABLE TO AND IN
FORM AND SUBSTANCE  SATISFACTORY TO THE GRANTOR  TRUSTEE,  THE DEPOSITOR AND THE
MASTER SERVICER TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS GRANTOR TRUST
CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY  NON-EXEMPT  PROHIBITED  TRANSACTION  UNDER  SECTION 406 OF THE  EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT  ENACTMENTS),  AND WILL NOT
SUBJECT  THE  GRANTOR  TRUSTEE,  THE  DEPOSITOR  OR THE MASTER  SERVICER  TO ANY
OBLIGATION OR LIABILITY  (INCLUDING  OBLIGATIONS OR  LIABILITIES  UNDER ERISA OR
SECTION  4975 OF THE CODE) IN ADDITION  TO THOSE  UNDERTAKEN  IN THE  AGREEMENT,
WHICH  OPINION OF COUNSEL  SHALL NOT BE AN EXPENSE OF THE GRANTOR  TRUSTEE,  THE
DEPOSITOR OR THE MASTER SERVICER OR (II) THE PROSPECTIVE  TRANSFEREE  SHALL HAVE
PROVIDED  TO THE  GRANTOR  TRUSTEE,  THE  DEPOSITOR  AND THE  MASTER  SERVICER A
CERTIFICATION,  WHICH THE GRANTOR  TRUSTEE MAY RELY UPON WITHOUT FURTHER INQUIRY
OR INVESTIGATION,  OR SUCH OTHER  CERTIFICATIONS AS THE GRANTOR TRUSTEE MAY DEEM
DESIRABLE OR NECESSARY IN ORDER TO ESTABLISH THAT SUCH  TRANSFEREE OR THE PERSON
IN WHOSE NAME SUCH  REGISTRATION IS REQUESTED IS NOT AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN SUBJECT TO THE PROHIBITED  TRANSACTION PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE,  OR ANY  PERSON  (INCLUDING  AN  INVESTMENT  MANAGER,  A NAMED
FIDUCIARY OR A GRANTOR  TRUSTEE OF ANY SUCH PLAN) WHO IS USING "PLAN  ASSETS" OF
ANY SUCH PLAN TO EFFECT SUCH



<PAGE>



ACQUISITION;  PROVIDED,  HOWEVER,  THAT SUCH OPINION OF COUNSEL OR CERTIFICATION
WILL NOT BE REQUIRED IN  CONNECTION  WITH THE INITIAL  TRANSFERS OF THIS GRANTOR
TRUST  CERTIFICATE BY THE DEPOSITOR OR ANY AFFILIATE  THEREOF TO AN AFFILIATE OF
THE DEPOSITOR OR TO THE ISSUER OR THE INDENTURE TRUSTEE AS PLEDGEE OF THE ISSUER
(IN WHICH CASE, THE DEPOSITOR OR ANY AFFILIATE  THEREOF OR THE ISSUER SHALL HAVE
DEEMED TO HAVE  REPRESENTED THAT SUCH AFFILIATE OR THE ISSUER IS NOT A PLAN OR A
PERSON  INVESTING  "PLAN  ASSETS" OF ANY PLAN) AND THE GRANTOR  TRUSTEE SHALL BE
ENTITLED TO CONCLUSIVELY RELY UPON A REPRESENTATION  (WHICH, UPON THE REQUEST OF
THE GRANTOR TRUSTEE,  SHALL BE A WRITTEN  REPRESENTATION)  FROM THE DEPOSITOR OF
THE STATUS OF SUCH TRANSFEREE AS AN AFFILIATE OF THE DEPOSITOR.

               THIS GRANTOR TRUST  CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SELLER,  THE DEPOSITOR,  THE MASTER  SERVICER,  THE GRANTOR
TRUSTEE, GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT
AS EXPRESSLY PROVIDED IN THE AGREEMENT OR THE BASIC DOCUMENTS.



<PAGE>



Certificate No. 1

Cut-off Date:                               Grantor Trust Certificate Principal
December 1, 2002                            Balance as of the Closing Date:
                                            $_____________

First Payment Date:                         Certificate Percentage Interest
January 27, 2003                            this Grantor Trust Certificate: 100%


                                   GRANTOR TRUST CERTIFICATE
                                        SERIES 2002-HI5


evidencing  an undivided  interest in the Grantor  Trust,  the property of which
consists  primarily of the Home Loans,  formed and sold by  RESIDENTIAL  FUNDING
MORTGAGE  SECURITIES II, INC.  (hereinafter  called the "Depositor,"  which term
includes any successor entity under the Agreement referred to below).

               This Grantor Trust  Certificate is payable solely from the assets
of the Grantor Trust, and does not represent an obligation of or interest in the
Depositor, the Seller, the Master Servicer, the Grantor Trustee or GMAC Mortgage
Group, Inc. or any of their  affiliates.  Neither this Grantor Trust Certificate
nor any of the Home Loans is guaranteed or insured by any governmental agency or
instrumentality  or by the  Depositor,  the  Seller,  the Master  Servicer,  the
Grantor Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of
the  Depositor,  the Seller,  the Master  Servicer,  the Grantor  Trustee,  GMAC
Mortgage  Group,  Inc. or any of their  affiliates will have any obligation with
respect to any  certificate  or other  obligation  secured  by or  payable  from
payments on the Grantor Trust Certificate.

               This  certifies  that  [  ]  is  the  registered   owner  of  the
Certificate  Percentage Interest evidenced by this Grantor Trust Certificate (as
set forth on the face  hereof)  in  certain  distributions  with  respect to the
Grantor  Trust,  consisting  primarily  of the Home  Loans,  formed  and sold by
Residential  Funding Mortgage  Securities II, Inc. The Grantor Trust was created
pursuant to a Grantor Trust  Agreement  dated as specified above (as amended and
supplemented  from time to time,  the  "Agreement")  between the  Depositor  and
JPMorgan  Chase Bank,  as grantor  trustee (the  "Grantor  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined
herein,  the  capitalized  terms used herein have the  meanings  assigned in the
Agreement.  This Grantor Trust Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Grantor Trust Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately  following (each, a "Payment Date"),  commencing on
the first Payment Date specified above, to the Person in


                                             -1-

<PAGE>



whose name this Grantor Trust Certificate is registered at the close of business
on the last day (or if such last day is not a Business  Day,  the  Business  Day
immediately  preceding  such last day) of the month  immediately  preceding  the
month of such  distribution  (each, a "Record Date"),  in an amount equal to the
sum of the Interest Collections and the Principal Collections.  Distributions on
this Grantor Trust  Certificate will be made as provided in the Agreement by the
Paying Agent  appointed by the Grantor  Trustee by wire transfer or check mailed
to  the  Grantor  Trust   Certificateholder  of  record  in  the  Grantor  Trust
Certificate Register without the presentation or surrender of this Grantor Trust
Certificate or the making of any notation hereon.

               Except as otherwise provided in the Agreement and notwithstanding
the above, the final distribution on this Grantor Trust Certificate will be made
after due notice by the Grantor Trustee of the pendency of such distribution and
only upon  presentation  and surrender of this Grantor Trust  Certificate at the
office  maintained by the Grantor Trustee for that purpose in the City and State
of New York.

               No transfer,  sale,  pledge or other  disposition of this Grantor
Trust  Certificate  shall be made unless such  transfer,  sale,  pledge or other
disposition is exempt from the  registration  requirements of the Securities Act
of 1933, as amended (the "1933 Act"),  and any applicable  state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
Section  5.02(d) of the Agreement,  in the event that a transfer of this Grantor
Trust  Certificate is to be made either (i)(A) the Grantor Trustee shall require
a  written  Opinion  of  Counsel   acceptable  to  and  in  form  and  substance
satisfactory  to the Grantor Trustee and the Depositor that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which  Opinion of Counsel  shall not be an expense of the Grantor  Trustee,  the
Depositor or the Master Servicer; provided that such Opinion of Counsel will not
be required in  connection  with the initial  transfers  of this  Grantor  Trust
Certificate  by the  Depositor or any  Affiliate  thereof to an Affiliate of the
Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer and
(B) the Grantor Trustee shall require the transferee to execute a representation
letter,  and the  Grantor  Trustee  shall  require the  transferor  to execute a
representation letter, each acceptable to and in form and substance satisfactory
to the  Depositor  and the Grantor  Trustee  certifying to the Depositor and the
Grantor  Trustee  the facts  surrounding  such  transfer,  which  representation
letters  shall not be an expense of the Grantor  Trustee,  the  Depositor or the
Master Servicer; provided, however, that such representation letters will not be
required in connection with any transfers of any such Grantor Trust  Certificate
by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to
the Issuer or the  Indenture  Trustee as pledgee of the Issuer,  and the Grantor
Trustee shall be entitled to  conclusively  rely upon a  representation  (which,
upon the request of the Grantor Trustee,  shall be written  representation) from
the Depositor of the status, of such transferee as an Affiliate of the Depositor
or (ii) the prospective  transferee of this Grantor Trust  Certificate  shall be
required to provide the Grantor  Trustee,  the Depositor and the Master Servicer
with an investment  letter,  which investment  letter shall not be an expense of
the Grantor Trustee, the Depositor, or the Master Servicer, and which investment
letter states that,  among other  things,  such  transferee  (A) is a "qualified
institutional  buyer" as defined under Rule 144A,  acting for its own account or
the accounts of other  "qualified  institutional  buyers" as defined  under Rule
144A,  and (B) is aware  that the  proposed  transferor  intends  to rely on the
exemption from registration requirements under the 1933 Act provided by Rule


                                             -2-

<PAGE>



144A. The Holder of this Grantor Trust  Certificate  desiring to effect any such
transfer,  sale,  pledge or other  disposition  shall, and does hereby agree to,
indemnify  the Grantor  Trustee,  the  Depositor,  the Master  Servicer  and the
Grantor Trust Certificate Registrar against any liability that may result if the
transfer,  sale,  pledge or other disposition is not so exempt or is not made in
accordance with such federal and state laws and the Grantor Trust Agreement.

               In  connection  with any such  transfer,  either (i) the  Grantor
Trustee  shall  require  an Opinion  of  Counsel  acceptable  to and in form and
substance  satisfactory  to the Grantor  Trustee,  the  Depositor and the Master
Servicer  to the effect  that the  purchase  or holding  of this  Grantor  Trust
Certificate is permissible  under  applicable law, will not constitute or result
in any  non-exempt  prohibited  transaction  under  Section 406 of the  Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code (or comparable provisions of any subsequent  enactments),  and will not
subject  the  Grantor  Trustee,  the  Depositor  or the Master  Servicer  to any
obligation or liability  (including  obligations or  liabilities  under ERISA or
Section  4975 of the Code) in addition  to those  undertaken  in the  Agreement,
which  Opinion of Counsel  shall not be an expense of the Grantor  Trustee,  the
Depositor or the Master  Servicer or (ii) the  prospective  transferee  shall be
required to provide the Grantor  Trustee,  the Depositor and the Master Servicer
with a  certification,  which the Grantor  Trustee may rely upon without further
inquiry or  investigation,  or such other  certifications as the Grantor Trustee
may deem  desirable or necessary in order to establish  that such  transferee or
the Person in whose  name such  registration  is  requested  is not an  employee
benefit plan or other plan subject to the prohibited  transaction  provisions of
ERISA or  Section  4975 of the Code,  or any  Person  (including  an  investment
manager,  a named  fiduciary or a Grantor Trustee of any such plan) who is using
"plan assets" of any such plan to effect such  acquisition;  provided,  however,
that such Opinion of Counsel or certification will not be required in connection
with the initial transfers of this Grantor Trust Certificate by the Depositor or
any  Affiliate  thereof to an Affiliate of the Depositor or to the Issuer or the
Indenture  Trustee as pledgee of the Issuer (in which case, the Depositor or any
Affiliate  thereof shall have deemed to have  represented that such Affiliate is
not a Plan or a Person  investing  "plan  assets"  of any Plan) and the  Grantor
Trustee  shall be entitled to  conclusively  rely upon a written  representation
from the  Depositor  of the status of such  transferee  as an  Affiliate  of the
Depositor.

               The Agreement  permits the amendment  thereof as specified in the
Agreement.

               As provided in the Agreement  and subject to certain  limitations
therein  set  forth,   the  transfer  of  this  Grantor  Trust   Certificate  is
registerable  in the Grantor Trust  Certificate  Register upon surrender of this
Grantor  Trust  Certificate  for  registration  of  transfer  at the  offices or
agencies of the Grantor  Trustee  maintained  in the City and State of New York,
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Grantor  Trustee duly executed by the Holder  hereof or such  Holder's  attorney
duly authorized in writing,  and thereupon one new Grantor Trust  Certificate of
authorized  denomination  evidencing the same aggregate  Certificate  Percentage
Interest will be issued to the designated transferee.  The initial Grantor Trust
Certificate Registrar appointed under the Agreement is the Grantor Trustee.

               The  Grantor  Trust  Certificate  is  issuable  only as a  single
Certificate evidencing a 100% Certificate Percentage Interest.


                                             -3-

<PAGE>



               No  service  charge  will be made  for any such  registration  of
transfer or exchange,  but the Grantor Trustee or the Grantor Trust  Certificate
Registrar  may  require  payment  of a  sum  sufficient  to  cover  any  tax  or
governmental charge payable in connection therewith.

               The Grantor Trustee, the Grantor Trust Certificate  Registrar and
any agent of the Grantor Trustee, or the Grantor Trust Certificate Registrar may
treat the Person in whose name this Grantor Trust  Certificate  is registered as
the owner hereof for all purposes,  and none of the Grantor Trustee, the Grantor
Trust Certificate Registrar or any such agent shall be affected by any notice to
the contrary.

               This Grantor Trust Certificate shall be governed by and construed
in accordance with the laws of the State of New York.

               The  obligations  created  by the  Agreement  in  respect  of the
Grantor Trust  Certificate and the Grantor Trust created thereby shall terminate
upon the last action  required  to be taken by the Grantor  Trustee on the Final
Scheduled  Payment Date pursuant to the  Agreement  following the earlier of (i)
the final payment or other  liquidation  of the last Home Loan  remaining in the
Grantor  Trust or (ii) the  purchase  by the Master  Servicer  of all Home Loans
pursuant to Section 8.08(a)(ii) of the Servicing Agreement.

               Unless the certificate of  authentication  hereon shall have been
executed by an authorized  officer of the Grantor Trustee,  by manual signature,
this Grantor  Trust  Certificate  shall not be entitled to any benefit under the
Agreement or be valid for any purpose.


                                             -4-

<PAGE>



               IN WITNESS  WHEREOF,  the Grantor Trustee has caused this Grantor
Trust Certificate to be duly executed.



                                 by  JPMORGAN CHASE BANK, not in
                                     its individual capacity but solely as
                                     Grantor Trustee



Dated: January 3, 2003
                               ------------------------------------------
                                     Authorized Signatory


                                 CERTIFICATE OF AUTHENTICATION

This is one of the Grantor Trust Certificate referred to in the within mentioned
Agreement.


JPMORGAN CHASE BANK,
not in its individual capacity
but solely as Grantor Trustee Certificate Registrar


By:
   ------------------------------------------------
                 Authorized Signatory



or                                                 ,
  -------------------------------------------------
               as Authenticating Agent of the Grantor Trust


By:
   ------------------------------------------------
                 Authorized Signatory


                                             -5-

<PAGE>



                                          ASSIGNMENT


FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
__________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



 ___________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)


______________________________________________________________________________
the  within  Grantor  Trust  Certificate,  and  all  rights  thereunder,  hereby
irrevocably constituting and appointing


______________________________________________________________________________
to transfer  said Grantor  Trust  Certificate  on the books of the Grantor Trust
Certificate Registrar, with full power of substitution in the premises.


Dated:

                              _______________________________________*/

                                     Signature Guaranteed:


                                 ____________________________*/



-----------------

*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears  upon  the  face  of the  within  Grantor  Trust  Certificate  in  every
particular,  without  alteration,  enlargement  or  any  change  whatever.  Such
signature  must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company.




                                             -6-

<PAGE>



                                   DISTRIBUTION INSTRUCTIONS


               The assignee  should include the following for the information of
the Grantor Trust Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately  available funds
to        _________________________        for       the        account       of
________________________________________,  account number ______________, or, if
mailed by check, to ______________.

     Applicable statements should be mailed to__________________.


                                    _______________________________
                                    Signature of assignee or agent
                                    (for authorization of wire
                                    transfer only)


                                             -7-

<PAGE>