RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

                                  as Depositor



                                       and



                            WILMINGTON TRUST COMPANY

                                as Owner Trustee


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

                   AMENDED AND RESTATED OWNER TRUST AGREEMENT

                           Dated as of January 3, 2003
                   ------------------------------------------



                          Home Loan-Backed Certificate,
                                 Series 2002-HI5




<PAGE>

<TABLE>
<CAPTION>


                                         Table of Contents

Section                                                                                        Page

<S>     <C>                                                                                      <C>
Section 1.01. Definitions.......................................................................-1-

Section 1.02. Other Definitional Provisions.....................................................-1-

Section 2.01. Name..............................................................................-2-

Section 2.02. Office............................................................................-2-

Section 2.03. Purposes and Powers...............................................................-2-

Section 2.04. Appointment of Owner Trustee......................................................-3-

Section 2.05. Initial Capital Contribution of Trust Estate......................................-3-

Section 2.06. Declaration of Trust..............................................................-3-

Section 2.07. Liability of the Holder of the Owner Trust Certificate. ..........................-3-

Section 2.08. Title to Trust Property...........................................................-4-

Section 2.09. Situs of Trust....................................................................-4-

Section 2.10. Representations and Warranties of the Depositor...................................-4-

Section 2.11. Payment of Trust Fees.............................................................-5-

Section 3.01. Conveyance of the Grantor Trust Certificate.......................................-6-

Section 3.02. Initial Ownership.................................................................-6-

Section 3.03. The Owner Trust Certificate.......................................................-6-

Section 3.04. Authentication of the Owner Trust Certificate.....................................-7-

Section 3.05. Registration of and Limitations on Transfer and Exchange of the Owner Trust
                Certificate                                                                     -7-

Section 3.06. Mutilated, Destroyed, Lost or Stolen Owner Trust Certificate......................-9-

Section 3.07. Persons Deemed Certificateholders................................................-10-


                                                -i-

<PAGE>




Section 3.08. Access to List of Certificateholder's Name and Address...........................-10-

Section 3.09. Maintenance of Office or Agency..................................................-10-

Section 3.10. Certificate Paying Agent.........................................................-10-

Section 4.01. General Authority................................................................-12-

Section 4.02. General Duties...................................................................-12-

Section 4.03. Action upon Instruction..........................................................-12-

Section 4.04. No Duties Except as Specified under Specified Documents or in Instructions.......-13-

Section 4.05. Restrictions.....................................................................-13-

Section 4.06. Prior Notice to the Certificateholder with Respect to Certain Matters............-13-

Section 4.07. Action by the Certificateholder with Respect to Certain Matters..................-14-

Section 4.08. Action by the Certificateholder with Respect to Bankruptcy.......................-14-

Section 4.09. Restrictions on the Certificateholder's Power....................................-14-

Section 4.10. Reserved.........................................................................-15-

Section 4.11. Doing Business in Other Jurisdictions............................................-15-

Section 5.01. Distributions....................................................................-16-

Section 5.02. Method of Payment................................................................-16-

Section 5.03. Signature on Returns.............................................................-16-

Section 5.04. Statements to the Certificateholder..............................................-16-

Section 5.05. Tax Elections....................................................................-17-

Section 6.01. Acceptance of Trusts and Duties..................................................-18-

Section 6.02. Furnishing of Documents..........................................................-19-



                                               -ii-

<PAGE>



Section 6.03. Representations and Warranties...................................................-19-

Section 6.04. Reliance; Advice of Counsel......................................................-20-

Section 6.05. Not Acting in Individual Capacity................................................-20-

Section 6.06. Owner Trustee Not Liable for the Certificate or Related Documents................-20-

Section 6.07. Owner Trustee May Own the Certificate and Notes..................................-21-

Section 7.01. Owner Trustee's Fees and Expenses................................................-22-

Section 7.02.  Indemnification.................................................................-22-

Section 8.01. Termination of Owner Trust Agreement.............................................-24-

Section 9.01.  Eligibility Requirements for Owner Trustee......................................-26-

Section 9.02. Replacement of Owner Trustee.....................................................-26-

Section 9.03. Successor Owner Trustee..........................................................-27-

Section 9.04. Merger or Consolidation of Owner Trustee.........................................-27-

Section 9.05. Appointment of Co-Trustee or Separate Trustee....................................-27-

Section 10.01. Amendments......................................................................-29-

Section 10.02. No Legal Title to Trust Estate..................................................-30-

Section 10.03. Limitations on Rights of Others.................................................-30-

Section 10.04. Notices.........................................................................-31-

Section 10.05. Severability....................................................................-31-

Section 10.06. Separate Counterparts...........................................................-31-

Section 10.07. Successors and Assigns..........................................................-31-

Section 10.08. No Petition.....................................................................-31-

Section 10.09. No Recourse.....................................................................-32-


                                               -iii-

<PAGE>




Section 10.10. Headings........................................................................-32-

Section 10.11. GOVERNING LAW...................................................................-32-

Section 10.12. Integration.....................................................................-32-






                                               -iv-

<PAGE>



EXHIBIT

Exhibit A - Form of Certificate.................................................................A-1
Exhibit B - Certificate of Trust of Residential Home Loan Trust 2002-HI5........................B-1
Exhibit C - Form of 144A Investment Representation..............................................C-1
Exhibit D - Form of Investor Representation Letter..............................................D-1
Exhibit E - Form of Transferor Representation Letter............................................E-1
Exhibit F - Reserved............................................................................F-1
Exhibit G - Form of ERISA Representation Letter.................................................G-1

</TABLE>


                                                -v-

<PAGE>



        This Amended and Restated Trust  Agreement,  dated as of January 3, 2003
(as  amended  from  time  to  time,  this  "Owner  Trust  Agreement"),   between
RESIDENTIAL  FUNDING MORTGAGE  SECURITIES II, INC., a Delaware  corporation,  as
depositor (the  "Depositor")  and WILMINGTON  TRUST COMPANY,  a Delaware banking
corporation, as owner trustee (the "Owner Trustee"),

                                         WITNESSETH THAT:

        WHEREAS, the Depositor and the Owner Trustee entered into an owner trust
agreement  dated as of December 20, 2002, in connection  with the formation of a
Delaware statutory trust (the "Original Trust Agreement");

     WHEREAS,  the Depositor and the Owner Trustee wish to amend and restate the
Original Trust Agreement;

        NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements  herein
contained, the Depositor and the Owner Trustee agree as follows:

                                    ARTICLE I

                                   Definitions

        Section  1.01.  Definitions.  For  all  purposes  of  this  Owner  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.  All other  capitalized  terms used
herein shall have the meanings specified herein.

        Section 1.02. Other Definitional Provisions.

        (a) All terms  defined  in this  Owner  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 Owner  Trust  Agreement  and in any  certificate  or
other document made or delivered  pursuant hereto or thereto,  accounting  terms
not defined in this Owner Trust  Agreement or in any such  certificate  or other
document,  and accounting  terms partly defined in this Owner 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
principles. To the extent that the definitions of accounting terms in this Owner
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  Owner  Trust  Agreement  or in  any  such
certificate or other document shall control.



                                                -1-

<PAGE>



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

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


                                   ARTICLE II

                                  Organization

        Section  2.01.  Name.  The trust created  hereby (the "Trust")  shall be
known as "Home Loan Trust 2002-HI5," in which name the Owner Trustee may conduct
the business of the Trust,  make and execute  contracts and other instruments on
behalf of the Trust and sue and be sued.

        Section  2.02.  Office.  The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in Delaware
as the Owner  Trustee may designate by written  notice to the  Certificateholder
and the Depositor.

        Section 2.03. Purposes and Powers. The purpose of the Trust is to engage
in the following  activities:  (i) to issue the Notes  pursuant to the Indenture
and the Certificate pursuant to this Owner Trust Agreement and to sell the Notes
and the Certificate;  (ii) to purchase the Grantor Trust  Certificate and to pay
the organizational,  start-up and transactional  expenses of the Trust; (iii) to
assign,  grant,  transfer,  pledge  and  convey the  Grantor  Trust  Certificate
pursuant to the Indenture;  (iv) to terminate the Grantor Trust Agreement and to
assign, grant, transfer, pledge and convey the Home Loans in connection with any
such termination,  (v) to enter into and perform its obligations under the Basic
Documents  to which it is to be a party;  (vi) to  engage  in those  activities,
including entering into agreements,  that are necessary,  suitable or convenient
to accomplish  the foregoing or are incidental  thereto or connected  therewith,
including, without limitation, to accept additional contributions of equity that
are not subject to the Lien of the  Indenture;  and (vii)  subject to compliance
with the Basic Documents,  to engage in such other activities as may be required
in  connection  with  conservation  of  the  Trust  Estate  and  the  making  of
distributions to the Certificateholder and the Noteholders.  The Trust is hereby
authorized to engage in the foregoing activities.  The Trust shall not engage in
any activity other than in connection with the foregoing


                                                -2-

<PAGE>



or other  than as  required  or  authorized  by the  terms of this  Owner  Trust
Agreement  or the Basic  Documents  while any Note is  outstanding  without  the
consent of the Holder of the Certificate and the Indenture Trustee.

         Section  2.04.  Appointment  of Owner  Trustee.  The  Depositor  hereby
appoints  the Owner  Trustee as trustee  of the Trust  effective  as of the date
hereof, to have all the rights, powers and duties set forth herein.

        Section  2.05.  Initial  Capital   Contribution  of  Trust  Estate.  The
Depositor hereby sells, assigns, transfers,  conveys and sets over to the Trust,
as of the date  hereof,  the sum of $1. The Owner  Trustee  hereby  acknowledges
receipt in trust from the  Depositor,  as of the date hereof,  of the  foregoing
contribution,  which shall  constitute the initial corpus of the Trust and shall
be deposited in the  Certificate  Distribution  Account.  The Owner Trustee also
acknowledges on behalf of the Issuer,  the receipt in trust of the Grantor Trust
Certificate  assigned  to the  Trust  pursuant  to  Section  3.01,  which  shall
constitute the Trust Estate.

        Section 2.06.  Declaration of Trust.  The Owner Trustee hereby  declares
that it shall hold the Trust Estate in trust upon and subject to the  conditions
set forth  herein for the use and benefit of the  Certificateholder,  subject to
the obligations of the Trust under the Basic  Documents.  It is the intention of
the  parties  hereto  that the Trust  constitute  a  statutory  trust  under the
Statutory  Trust  Statute and that this Owner  Trust  Agreement  constitute  the
governing  instrument of such statutory trust.  Effective as of the date hereof,
the Owner Trustee shall have all rights,  powers and duties set forth herein and
in the Statutory Trust Statute with respect to accomplishing the purposes of the
Trust. It is the intention of the parties hereto that, solely for federal, state
and local income and franchise  tax  purposes,  the Trust shall be treated as an
entity  disregarded  from  the sole  holder  of 100% of the  Certificate,  which
Certificate  shall initially be owned by the Depositor or an affiliate  thereof,
and the provisions of this Owner Trust Agreement shall be interpreted to further
this intention.  If more than one person owns the Certificate for federal income
tax purposes,  then it is the intention of the parties  hereto,  that solely for
federal,  state and local income and  franchise  tax purposes the Trust shall be
treated as a  partnership,  with the assets of the  partnership  being the Trust
Estate,  the partners of the partnership  being the  Certificateholders  and the
Notes  being debt of the  partnership  and the  provisions  of this Owner  Trust
Agreement  shall be  interpreted  to further this  intention.  The parties agree
that,  unless  otherwise  required by  appropriate  tax  authorities,  the Owner
Trustee  will  file or cause  to be filed  annual  or other  necessary  returns,
reports and other forms consistent with the  characterization of the Trust as an
entity wholly owned by the Depositor or an affiliate thereof, or, if two or more
persons own the Certificate, as a partnership for such tax purposes.

        Section  2.07.  Liability of the Holder of the Owner Trust  Certificate.
The Holder of the Owner Trust  Certificate  shall be liable for any entity level
taxes imposed on the Trust.

        Section 2.08.  Title to Trust Property.  Legal title to the Trust Estate
shall be  vested at all times in the Trust as a  separate  legal  entity  except
where applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in a trustee  or  trustees,  in which  case  title  shall be
deemed to be  vested  in the  Owner  Trustee,  a  co-trustee  and/or a  separate
trustee, as the case may be.


                                                -3-

<PAGE>



        Section 2.09. Situs of Trust. The Trust will be located and administered
in the State of Delaware.  All bank accounts  maintained by the Owner Trustee on
behalf of the Trust  shall be located in the State of  Delaware  or the State of
New  York.  The Trust  shall not have any  employees  in any  state  other  than
Delaware;  provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having  employees  within or without the State of Delaware or
taking  actions  outside the State of  Delaware in order to comply with  Section
2.03.  Payments will be received by the Trust only in Delaware or New York,  and
payments  will be made by the Trust  only from  Delaware  or New York.  The only
office of the Trust will be at the Corporate Trust Office in Delaware.

        Section  2.10.  Representations  and  Warranties of the  Depositor.  The
Depositor hereby represents and warrants to the Owner Trustee that:

     (i) The Depositor is duly  organized and validly  existing as a corporation
in good  standing  under  the laws of the  State of  Delaware,  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  Depositor  is  duly  qualified  to  do  business  as  a  foreign
corporation  in good  standing  and has  obtained  all  necessary  licenses  and
approvals in all  jurisdictions  in which the ownership or lease of its property
or the conduct of its business  shall require such  qualifications  and in which
the failure to so qualify would have a material  adverse effect on the business,
properties,  assets or condition  (financial  or other) of the Depositor and the
ability of the Depositor to perform under this Owner Trust Agreement.

     (iii) The Depositor has the power and authority to execute and deliver this
Owner Trust  Agreement and to carry out its terms;  the Depositor has full power
and  authority  to sell and assign the  property to be sold and  assigned to and
deposited  with  the  Trust  as part of the  Trust  and the  Depositor  has duly
authorized  such sale and  assignment  and deposit to the Trust by all necessary
corporate  action;  and the  execution,  delivery and  performance of this Owner
Trust  Agreement  have been duly  authorized  by the  Depositor by all necessary
corporate action.

     (iv) The consummation of the transactions  contemplated by this Owner 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 incorporation
or bylaws of the Depositor,  or any indenture,  agreement or other instrument to
which  the  Depositor  is a party or by which it is  bound;  nor  result  in the
creation or  imposition of any Lien upon any of its  properties  pursuant to the
terms of any such indenture,  agreement or other instrument (other than pursuant
to the Basic Documents);  nor violate any law or, to the best of the Depositor's
knowledge,  any order,  rule or  regulation  applicable  to the Depositor of any
court or of any federal or state regulatory body, administrative agency or other
governmental  instrumentality  having  jurisdiction  over the  Depositor  or its
properties.

        Section  2.11.  Payment of Trust Fees.  The Owner  Trustee shall pay the
Trust's  fees and  expenses  incurred  with  respect to the  performance  of the
Trust's duties under the Indenture.


                                                -4-

<PAGE>




                                   ARTICLE III

                  Conveyance of the Grantor Trust Certificate;
                           the Owner Trust Certificate

        Section  3.01.   Conveyance  of  the  Grantor  Trust  Certificate.   The
Depositor,  concurrently  with the  execution and delivery  hereof,  does hereby
transfer,  convey, sell and assign to the Trust, on behalf of the Holders of the
Notes and the Owner Trust  Certificate,  without recourse,  all its right, title
and interest in and to the Grantor Trust Certificate.

        The parties  hereto  intend that the  transaction  set forth herein be a
sale by the  Depositor  to the Trust of all of its right,  title and interest in
and to the Grantor  Trust  Certificate.  In the event that the  transaction  set
forth  herein is not deemed to be a sale,  the  Depositor  hereby  grants to the
Trust a security  interest in all of its right,  title and  interest  in, to and
under the Trust Estate, all distributions  thereon and all proceeds thereof; and
this  Owner  Trust  Agreement  shall  constitute  a  security   agreement  under
applicable law.

        For income tax purposes the parties hereto intend that the  transactions
set forth herein shall not be a taxable event.

        Section 3.02. Initial Ownership.  Upon the formation of the Trust by the
contribution by the Depositor  pursuant to Section 2.05 and until the conveyance
of the Grantor  Trust  Certificate  pursuant to Section 3.01 and the issuance of
the Owner Trust Certificate, the Depositor shall be the sole Certificateholder.

     Section  3.03.  The Owner Trust  Certificate.  The Owner Trust  Certificate
shall be issued in a single  denomination  of a 100.00%  Certificate  Percentage
Interest.

        The Owner Trust  Certificate shall be executed on behalf of the Trust by
manual or facsimile  signature of an authorized officer of the Owner Trustee and
authenticated  in the  manner  provided  in  Section  3.04.  If the Owner  Trust
Certificate bears the manual or facsimile signatures of individuals who were, at
the time when such  signatures  shall have been  affixed,  authorized to sign on
behalf of the Trust,  the Owner Trust  Certificate  shall be validly  issued and
entitled to the benefit of this Owner Trust Agreement, notwithstanding that such
individuals  or any of them shall have ceased to be so  authorized  prior to the
authentication  and delivery of the Owner Trust Certificate or did not hold such
offices  at  the  date  of  authentication  and  delivery  of  the  Owner  Trust
Certificate.  A Person shall become the  Certificateholder and shall be entitled
to the rights and subject to the obligations of the Certificateholder  hereunder
upon such Person's  acceptance of the Owner Trust Certificate duly registered in
such Person's name, pursuant to Section 3.05.

        A  transferee   of  the  Owner  Trust   Certificate   shall  become  the
Certificateholder  and  shall be  entitled  to the  rights  and  subject  to the
obligations of the Certificateholder hereunder upon such transferee's


                                                -5-

<PAGE>



acceptance of the Owner Trust  Certificate duly registered in such  transferee's
name pursuant to and upon  satisfaction  of the  conditions set forth in Section
3.05.

        The Owner Trust  Certificate is intended to be a  certificated  security
under Article 8 of the UCC of the State of New York and under the  corresponding
provisions of the UCC of any other State that may be applicable.

        Section   3.04.   Authentication   of  the  Owner   Trust   Certificate.
Concurrently with the acquisition of the Grantor Trust Certificate by the Trust,
the Owner Trustee or the Certificate Paying Agent shall cause the Certificate in
an initial aggregate  Certificate  Percentage Interest of 100.00% to be executed
on behalf of the Trust, authenticated and delivered to or upon the written order
of the Depositor, signed by its chairman of the board, its president or any vice
president,  without further corporate action by the Depositor, in the authorized
denomination.  The Owner Trust  Certificate  shall not entitle its holder to any
benefit  under this Owner Trust  Agreement  or be valid for any  purpose  unless
there  shall  appear  on  the  Owner  Trust   Certificate   a   certificate   of
authentication substantially in the form set forth in Exhibit A, executed by the
Owner  Trustee  or the  Certificate  Paying  Agent,  by manual  signature;  such
authentication  shall  constitute  conclusive  evidence  that  the  Owner  Trust
Certificate  shall have been duly  authenticated  and delivered  hereunder.  The
Owner Trust Certificate shall be dated the date of its authentication.

     Section 3.05.  Registration  of and Limitations on Transfer and Exchange of
the Owner Trust Certificate.

        (a) The  Certificate  Registrar  shall keep or cause to be kept,  at the
office or agency maintained pursuant to Section 3.09, a Certificate  Register in
which,  subject  to  such  reasonable  regulations  as  it  may  prescribe,  the
Certificate  Registrar  shall  provide for the  registration  of the Owner Trust
Certificate  and of transfers  and exchanges of the Owner Trust  Certificate  as
herein  provided.  The  Indenture  Trustee  shall  be  the  initial  Certificate
Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee
shall appoint a successor Certificate Registrar.

        Subject  to  satisfaction  of  the  conditions  set  forth  below,  upon
surrender for  registration  of transfer of the Owner Trust  Certificate  at the
office or agency  maintained  pursuant to Section 3.09,  the Owner Trustee shall
execute,  authenticate and deliver (or shall cause the Certificate  Registrar as
its  authenticating  agent  to  authenticate  and  deliver),  in the name of the
designated  transferee  or  transferees,  a new Owner  Trust  Certificate  in an
authorized   denomination  of  a  like  aggregate   amount  dated  the  date  of
authentication by the Owner Trustee or any  authenticating  agent. At the option
of  the  Certificateholder,   the  Certificate  may  be  exchanged  for  another
certificate  of  authorized  denominations  of  a  like  aggregate  amount  upon
surrender of the Owner Trust Certificate to be exchanged at the office or agency
maintained pursuant to Section 3.09.

        Every Owner Trust Certificate  presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of transfer
in  form  satisfactory  to  the  Certificate  Registrar  duly  executed  by  the
Certificateholder  or  such  Certificateholder's  attorney  duly  authorized  in
writing.  When the Owner Trust  Certificate is surrendered  for  registration of
transfer or exchange, such Owner Trust


                                                -6-

<PAGE>



Certificate  shall be cancelled and subsequently  disposed of by the Certificate
Registrar in accordance with its customary practice.

        No service  charge  shall be made for any  registration  of  transfer or
exchange  of  the  Owner  Trust  Certificate,  but  the  Owner  Trustee  or  the
Certificate  Registrar 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 Owner Trust Certificate.

        No  transfer,  sale,  pledge or other  disposition  of the  Owner  Trust
Certificate  shall  be  made  unless  such  transfer,   sale,  pledge  or  other
disposition is exempt from the  registration  requirements of the Securities Act
and any applicable  state securities laws or is made in accordance with said Act
and laws. In the event of any such transfer,  the  Certificate  Registrar or the
Depositor shall prior to such transfer  require the transferee to execute either
(i) an investment  letter in substantially the form attached hereto as Exhibit C
(or in such  form  and  substance  reasonably  satisfactory  to the  Certificate
Registrar and the Depositor) which investment letters shall not be an expense of
the Trust, the Owner Trustee, the Certificate Registrar,  the Master Servicer or
the Depositor 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  Securities  Act,  provided  by Rule 144A or (ii) (a) a written  Opinion  of
Counsel acceptable to and in form and substance  satisfactory to the Certificate
Registrar  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 Trust, the Owner Trustee, the Certificate
Registrar,  the Master Servicer or the Depositor and (b) the transferee executes
a representation letter,  substantially in the form of Exhibit D hereto, and the
transferor  executes  a  representation  letter,  substantially  in the  form of
Exhibit E hereto,  each acceptable to and in form and substance  satisfactory to
the  Certificate  Registrar and the Depositor  certifying the facts  surrounding
such  transfer,  which  representation  letters  shall not be an  expense of the
Trust, the Owner Trustee, the Certificate Registrar,  the Master Servicer or the
Depositor

        No transfer of the Owner Trust Certificate or any interest therein shall
be made to any Person unless the Depositor,  the Owner Trustee,  the Certificate
Registrar and the Master  Servicer are provided with an Opinion of Counsel which
establishes  to the  satisfaction  of the  Depositor,  the  Owner  Trustee,  the
Certificate  Registrar  and  the  Master  Servicer  that  the  purchase  of  the
Certificate is permissible  under  applicable law, will not constitute or result
in any prohibited  transaction  under ERISA or Section 4975 of the Code and will
not subject the Depositor,  the Owner Trustee, the Certificate  Registrar 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 Owner Trust Agreement,  which Opinion of Counsel shall not be
an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the
Master  Servicer.  In lieu of such Opinion of Counsel,  a Person  acquiring  the
Certificate  may  provide  a  certification  in the  form of  Exhibit  G to this
Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar and
the Master  Servicer may rely upon  without  further  inquiry or  investigation.
Neither an Opinion of Counsel nor a certification will be required in connection
with the initial transfer of the Owner


                                                -7-

<PAGE>



Trust  Certificate  by the  Depositor to the Seller,  by the Seller to RFC Asset
Holdings II, Inc.,  by RFC Asset  Holdings II, Inc. to the Class B Issuer and by
the Class B Issuer to the Class B Trustee  under the Class B Indenture (in which
case,  the Seller,  the Class B Issuer and RFC Asset  Holdings II, Inc. shall be
deemed  to have  represented  that  such  affiliate  is not a Plan  or a  Person
investing  Plan Assets of any Plan) and the Owner  Trustee  shall be entitled to
conclusively  rely upon a representation  (which,  upon the request of the Owner
Trustee, shall be a written  representation) from the Depositor of the status of
such transferee as an affiliate of the Depositor.

        In  addition,  no  transfer  of an  Owner  Trust  Certificate  shall  be
permitted, and no such transfer shall be registered by the Certificate Registrar
or be effective  hereunder,  unless  evidenced  by an Opinion of Counsel,  which
establishes  that such transfer or the  registration  of such transfer would not
cause  the  Trust  to  be  classified  as  a  publicly  traded  partnership,  an
association  taxable as a corporation,  a corporation or a taxable mortgage pool
for federal and relevant  state income tax  purposes,  which  Opinion of Counsel
shall not be an expense of the Certificate  Registrar and shall be an expense of
the proposed transferee. No Opinion of Counsel will be required if such transfer
is  made  to a  nominee  of an  existing  beneficial  holder  of a  Owner  Trust
Certificate.

        In addition, no transfer, sale, assignment,  pledge or other disposition
of the Owner Trust Certificate (other than the initial transfer by the Depositor
to the  Seller,  by the  Seller to RFC Asset  Holdings  II,  Inc.,  by RFC Asset
Holdings II, Inc. to the Class B Issuer and by the Class B Issuer to the Class B
Trustee  under  the  Class B  Indenture)  shall  be  made  unless  the  proposed
transferee  certifies,  in form and  substance  reasonably  satisfactory  to the
Certificate Registrar and the Depositor that (1) the transferee is acquiring the
Owner  Trust  Certificate  for its own  behalf  and is not  acting  as  agent or
custodian for any other person or entity in connection with such acquisition and
(2) the  transferee is not a  partnership,  grantor  trust or S corporation  for
federal income tax purposes.

        The Owner  Trust  Certificate  shall  consist of two  components,  the B
Component and the Residual Component. The B Component and the Residual Component
are not separately transferable and cannot be held by more than one Holder.

        Section  3.06.  Mutilated,   Destroyed,   Lost  or  Stolen  Owner  Trust
Certificate.  If (a) any mutilated Owner Trust  Certificate shall be surrendered
to the  Certificate  Registrar,  or if the  Certificate  Registrar shall receive
evidence  to its  satisfaction  of the  destruction,  loss or theft of the Owner
Trust Certificate and (b) there shall be delivered to the Certificate  Registrar
and the Owner  Trustee such  security or indemnity as may be required by them to
save each of them and the Issuer from harm, then in the absence of notice to the
Certificate Registrar or the Owner Trustee that such Owner Trust Certificate has
been  acquired by a bona fide  purchaser,  the Owner  Trustee  shall  execute on
behalf of the Trust and the Owner Trustee or the  Certificate  Paying Agent,  as
the Trust's  authenticating  agent, shall authenticate and deliver,  in exchange
for or in lieu of any such  mutilated,  destroyed,  lost or stolen  Owner  Trust
Certificate,  a new Owner Trust Certificate of like tenor and  denomination.  In
connection  with the  issuance  of any new Owner  Trust  Certificate  under this
Section  3.06,  the Owner Trustee or the  Certificate  Registrar may require the
payment of a sum sufficient to cover any tax or other  governmental  charge that
may be imposed in connection  therewith.  Any duplicate Owner Trust  Certificate
issued pursuant to this Section 3.06 shall constitute


                                                -8-

<PAGE>



conclusive evidence of ownership in the Trust, as if originally issued,  whether
or not the lost,  stolen or destroyed Owner Trust  Certificate shall be found at
any time.

        Section  3.07.   Persons   Deemed   Certificateholders.   Prior  to  due
presentation of the Certificate for registration of transfer, the Owner Trustee,
the Certificate  Registrar or any Certificate  Paying Agent may treat the Person
in whose name the Owner  Trust  Certificate  is  registered  in the  Certificate
Register  as the  owner of such  Owner  Trust  Certificate  for the  purpose  of
receiving  distributions  pursuant  to Section  5.02 and for all other  purposes
whatsoever,  and none of the Trust, the Owner Trustee, the Certificate Registrar
or any Paying Agent shall be bound by any notice to the contrary.

        Section 3.08.  Access to List of  Certificateholder's  Name and Address.
The  Certificate  Registrar  shall  furnish  or  cause  to be  furnished  to the
Depositor or the Owner Trustee,  within 15 days after receipt by the Certificate
Registrar of a written request therefor from the Depositor or the Owner Trustee,
a list, in such form as the Depositor or the Owner Trustee,  as the case may be,
may reasonably require, of the name and address of the  Certificateholder  as of
the most recent  Record Date.  The Holder,  by  receiving  and holding the Owner
Trust Certificate,  shall be deemed to have agreed not to hold any of the Trust,
the Depositor,  the  Certificate  Registrar or the Owner Trustee  accountable by
reason of the disclosure of its name and address,  regardless of the source from
which such information was derived.

        Section 3.09.  Maintenance of Office or Agency.  The Owner  Trustee,  on
behalf of the Trust, shall maintain in the City of New York an office or offices
or agency or agencies where the Certificate may be surrendered for  registration
of  transfer  or  exchange  and where  notices  and demands to or upon the Owner
Trustee in respect of the Owner Trust Certificate and the Basic Documents may be
served. The Owner Trustee initially designates the Corporate Trust Office of the
Indenture Trustee as its office for such purposes.  The Owner Trustee shall give
prompt written notice to the Depositor and the  Certificateholder  of any change
in the location of the Certificate Register or any such office or agency.

        Section 3.10. Certificate Paying Agent. (a) The Certificate Paying Agent
shall  make  distributions  to  the   Certificateholder   from  the  Certificate
Distribution Account on behalf of the Trust in accordance with the provisions of
the  Certificate  and  Section  5.01  hereof  from  payments   remitted  to  the
Certificate  Paying Agent by the Indenture  Trustee  pursuant to Section 3.05 of
the Indenture.  The Trust hereby  appoints the Indenture  Trustee as Certificate
Paying Agent and the  Indenture  Trustee  hereby  accepts such  appointment  and
further  agrees  that it will be bound by the  provisions  of this  Owner  Trust
Agreement relating to the Certificate Paying Agent and shall:

                      (i) hold all sums held by it for the  payment  of  amounts
        due with respect to the Owner Trust Certificate in trust for the benefit
        of the Persons  entitled  thereto  until such sums shall be paid to such
        Persons or otherwise disposed of as herein provided;

                      (ii) give the Owner  Trustee  notice of any default by the
        Trust of which it has  actual  knowledge  in the  making of any  payment
        required to be made with respect to the Owner Trust Certificate;



                                                -9-

<PAGE>



                      (iii)  at any  time  during  the  continuance  of any such
        default, upon the written request of the Owner Trustee, forthwith pay to
        the  Owner  Trustee  on behalf of the Trust all sums so held in trust by
        such Certificate Paying Agent;

                      (iv)  immediately  resign as Certificate  Paying Agent and
        forthwith  pay to the Owner Trustee on behalf of the Trust all sums held
        by it in trust for the payment of the Owner Trust  Certificate if at any
        time  it  ceases  to  meet  the  standards  required  to be  met  by the
        Certificate Paying Agent at the time of its appointment;

                      (v) comply with all  requirements of the Code with respect
        to the  withholding  from any  payments  made by it on the  Owner  Trust
        Certificate of any applicable withholding taxes imposed thereon and with
        respect  to  any  applicable   reporting   requirements   in  connection
        therewith; and

                      (vi) deliver to the Owner  Trustee a copy of the report to
        the Certificateholder  prepared with respect to each Payment Date by the
        Master Servicer pursuant to Section 4.01 of the Servicing Agreement.

        (b) The Trust may revoke  such power and remove the  Certificate  Paying
Agent  if  the  Owner  Trustee  determines  in  its  sole  discretion  that  the
Certificate Paying Agent shall have failed to perform its obligations under this
Owner Trust Agreement in any material  respect.  The Indenture  Trustee shall be
permitted to resign as Certificate  Paying Agent upon 30 days' written notice to
the Owner  Trustee;  provided the Indenture  Trustee is also resigning as Paying
Agent under the Indenture at such time. In the event that the Indenture  Trustee
shall no longer be the Certificate Paying Agent under this Owner Trust Agreement
and  Paying  Agent  under the  Indenture,  the  Owner  Trustee  shall  appoint a
successor  to act as  Certificate  Paying  Agent (which shall be a bank or trust
company) and which shall also be the successor Paying Agent under the Indenture.
The Owner Trustee  shall cause such  successor  Certificate  Paying Agent or any
additional  Certificate  Paying Agent  appointed by the Owner Trustee to execute
and deliver to the Owner  Trustee an  instrument to the effect set forth in this
Section 3.10 as it relates to the  Certificate  Paying  Agent.  The  Certificate
Paying Agent shall return all unclaimed funds to the Trust and upon removal of a
Certificate  Paying  Agent such  Certificate  Paying Agent shall also return all
funds in its possession to the Trust.  The  provisions of Sections  6.01,  6.03,
6.04 and  7.01  shall  apply  to the  Certificate  Paying  Agent  to the  extent
applicable.  Any  reference in this  Agreement to the  Certificate  Paying Agent
shall include any co-paying agent unless the context requires otherwise.

        (c) The  Certificate  Paying Agent shall  establish  and  maintain  with
itself the  Certificate  Distribution  Account in which the  Certificate  Paying
Agent  shall  deposit,  on the same  day as it is  received  from the  Indenture
Trustee,  each remittance  received by the Certificate Paying Agent with respect
to payments made pursuant to the Indenture.  The Certificate  Paying Agent shall
make all  distributions of Certificate  Distribution  Amounts on the Owner Trust
Certificate, from moneys on deposit in the Certificate Distribution Account.




                                               -10-

<PAGE>



                                            ARTICLE IV

                               Authority and Duties of Owner Trustee

        Section 4.01.  General  Authority.  The Owner Trustee is authorized  and
directed to execute and deliver the Basic  Documents to which the Trust is to be
a party and each  certificate  or other  document  attached  as an exhibit to or
contemplated  by the Basic Documents to which the Trust is to be a party and any
amendment or other agreement or instrument  described  herein,  in each case, in
such form as the Owner Trustee shall approve,  as evidenced  conclusively by the
Owner  Trustee's  execution  thereof.  In addition to the  foregoing,  the Owner
Trustee is obligated to take all actions  required of the Trust  pursuant to the
Basic Documents.

        Section 4.02.  General Duties. The Owner Trustee shall be responsible to
administer the Trust pursuant to the terms of this Owner Trust Agreement and the
Basic  Documents  to which  the  Trust  is a party  and in the  interest  of the
Certificateholder,  subject to the Basic  Documents and in  accordance  with the
provisions of this Owner Trust Agreement.

        Section 4.03.  Action upon  Instruction.  (a) Subject to this Article IV
and in accordance with the terms of the Basic Documents,  the  Certificateholder
may by written  instruction  direct the Owner  Trustee in the  management of the
Trust. Such direction may be exercised at any time by written instruction of the
Certificateholder pursuant to this Article IV.

        (b)  Notwithstanding  the  foregoing,  the  Owner  Trustee  shall not be
required to take any action  hereunder or under any Basic  Document if the Owner
Trustee shall have reasonably determined, or shall have been advised by counsel,
that such  action is  likely  to  result in  liability  on the part of the Owner
Trustee  or is  contrary  to the terms  hereof or of any  Basic  Document  or is
otherwise contrary to law.

        (c) Whenever the Owner Trustee is unable to decide  between  alternative
courses  of  action  permitted  or  required  by the terms of this  Owner  Trust
Agreement or under any Basic Document, or in the event that the Owner Trustee is
unsure as to the  application of any provision of this Owner Trust  Agreement or
any Basic Document or any such provision is ambiguous as to its application,  or
is, or appears to be, in conflict with any other applicable provision, or in the
event that this Owner Trust  Agreement  permits any  determination  by the Owner
Trustee or is silent or is  incomplete as to the course of action that the Owner
Trustee is required to take with respect to a particular set of facts, the Owner
Trustee shall promptly give notice (in such form as shall be  appropriate  under
the  circumstances) to the  Certificateholder  requesting  instruction as to the
course of action to be adopted, and to the extent the Owner Trustee acts in good
faith in accordance  with any written  instructions  received from the Holder of
the Certificate, the Owner Trustee shall not be liable on account of such action
to any  Person.  If the  Owner  Trustee  shall  not  have  received  appropriate
instruction within 10 days of such notice (or within such shorter period of time
as  reasonably  may be specified  in such notice or may be  necessary  under the
circumstances)  it may,  but  shall be under no duty to,  take or  refrain  from
taking such action not inconsistent with this Owner Trust Agreement or the Basic
Documents, as it shall deem to be in the best


                                               -11-

<PAGE>



interests  of the  Certificateholder,  and  the  Owner  Trustee  shall  have  no
liability to any Person for such action or inaction.

        Section 4.04. No Duties Except as Specified under Specified Documents or
in  Instructions.  The Owner  Trustee  shall not have any duty or  obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise  deal with the Trust  Estate,  or to  otherwise  take or refrain  from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner  Trustee  is a party,  except as  expressly  provided  (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee  pursuant to this Owner Trust  Agreement,  (ii) in  accordance  with the
Basic  Documents  and  (iii) in  accordance  with any  document  or  instruction
delivered to the Owner Trustee  pursuant to Section 4.03;  and no implied duties
or  obligations  shall be read  into this  Owner  Trust  Agreement  or any Basic
Document   against  the  Owner   Trustee.   The  Owner  Trustee  shall  have  no
responsibility for filing any financing or continuation  statement in any public
office at any time or to  otherwise  perfect or maintain the  perfection  of any
security  interest  or lien  granted to it  hereunder  or to prepare or file any
Securities and Exchange  Commission filing for the Trust or to record this Owner
Trust Agreement or any Basic  Document.  The Owner Trustee  nevertheless  agrees
that it will,  at its own cost and expense,  promptly  take all action as may be
necessary  to  discharge  any liens on any part of the Trust  Estate that result
from actions by, or claims  against,  the Owner  Trustee that are not related to
the ownership or the administration of the Trust Estate.

        Section  4.05.  Restrictions.  (a) The Owner  Trustee shall not take any
action  (x) that is  inconsistent  with the  purposes  of the Trust set forth in
Section 2.03 or (y) that, to the actual  knowledge of the Owner  Trustee,  would
result in the Trust  becoming  taxable as a corporation  for federal  income tax
purposes.  The  Certificateholder  shall not  direct  the Owner  Trustee to take
action that would violate the provisions of this Section 4.05.

        (b) The Owner  Trustee  shall not convey or transfer  any of the Trust's
properties  or assets,  including  those  included in the Trust  Estate,  to any
person  unless  (a) it shall have  received  an Opinion of Counsel to the effect
that such  transaction will not have any material adverse tax consequence to the
Trust or the  Certificateholder  and (b) such  conveyance or transfer  shall not
violate the provisions of Section 3.16(b) of the Indenture.

        Section  4.06.  Prior  Notice to the  Certificateholder  with Respect to
Certain Matters.  With respect to the following matters, the Owner Trustee shall
not take action unless,  at least 30 days before the taking of such action,  the
Owner  Trustee  shall  have  notified  the  Certificateholder  in writing of the
proposed  action and the Holder of the  Certificate  shall not have notified the
Owner  Trustee in writing  prior to the 30th day after such notice is given that
such Certificateholder has withheld consent or provided alternative direction:

        (a) the  initiation of any claim or lawsuit by the Trust (except  claims
or lawsuits brought in connection with the collection of cash  distributions due
and owing under the Grantor Trust Certificate) and the compromise of any action,
claim or lawsuit brought by or against the Trust (except with respect


                                               -12-

<PAGE>



to the  aforementioned  claims or lawsuits for collection of cash  distributions
due and owing under the Grantor Trust Certificate);

        (b) the election by the Trust to file an amendment to the Certificate of
Trust (unless such  amendment is required to be filed under the Statutory  Trust
Statute);

     (c)  the  amendment  of  the  Indenture  by  a  supplemental  indenture  in
circumstances where the consent of any Noteholder is required;

        (d) the  amendment  of the  Indenture  by a  supplemental  indenture  in
circumstances  where the  consent of any  Noteholder  is not  required  and such
amendment  materially  adversely affects the interest of the  Certificateholder;
and

        (e) the  appointment  pursuant  to the  Indenture  of a  successor  Note
Registrar,  Paying  Agent or  Indenture  Trustee or pursuant to this Owner Trust
Agreement of a successor  Certificate  Registrar or Certificate  Paying Agent or
the consent to the  assignment by the Note  Registrar,  Paying Agent,  Indenture
Trustee,  Certificate  Registrar or Certificate  Paying Agent of its obligations
under the Indenture or this Owner Trust Agreement, as applicable.

        Section 4.07.  Action by the  Certificateholder  with Respect to Certain
Matters.  The Owner Trustee shall not have the power,  except upon the direction
of the  Certificateholder  to (a) remove the Master Servicer under the Servicing
Agreement  pursuant to Section 7.01 thereof or (b) except as expressly  provided
in the Basic Documents, sell the Grantor Trust Certificate after the termination
of the  Indenture.  The Owner Trustee shall take the actions  referred to in the
preceding   sentence   only   upon   written    instructions   signed   by   the
Certificateholder.

        Section  4.08.   Action  by  the   Certificateholder   with  Respect  to
Bankruptcy.  The Owner  Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the prior approval of the
Certificateholder and the delivery to the Owner Trustee by the Certificateholder
of a certificate certifying that such Certificateholder reasonably believes that
the Trust is insolvent.

        Section  4.09.  Restrictions  on  the  Certificateholder's   Power.  The
Certificateholder  shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Owner Trust Agreement or any of the
Basic  Documents  or would be  contrary  to  Section  2.03,  nor shall the Owner
Trustee be obligated to follow any such direction, if given.

        Section 4.10. Reserved.


     Section  4.11.  Doing  Business  in  Other  Jurisdictions.  Notwithstanding
anything contained herein to the contrary,  neither Wilmington Trust Company nor
the Owner Trustee shall be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will,  even after the
appointment of a co-trustee or separate  trustee in accordance with Section 9.05
hereof, (i) require the


                                               -13-

<PAGE>



consent or approval or  authorization or order of or the giving of notice to, or
the registration with or the taking of any other action in respect of, any state
or other  governmental  authority or agency of any  jurisdiction  other than the
State of  Delaware;  (ii) result in any fee,  tax or other  governmental  charge
under the laws of the State of Delaware  becoming  payable by  Wilmington  Trust
Company,  or (iii) subject Wilmington Trust Company to personal  jurisdiction in
any  jurisdiction  other than the State of Delaware for causes of action arising
from acts unrelated to the  consummation of the transactions by Wilmington Trust
Company or the Owner Trustee, as the case may be, contemplated hereby.


                                               -14-

<PAGE>



                                             ARTICLE V

                                    Application of Trust Funds

        Section 5.01.  Distributions.  (a) On each Payment Date, the Certificate
Paying Agent shall distribute to the Certificateholder (by deposit into the Note
Payment  Account as provided in Section 3.01 of the Class B Indenture) all funds
on deposit in the Certificate  Distribution  Account and available  therefor (as
provided in Section  3.05 of the  Indenture),  as the  Certificate  Distribution
Amount for such Payment Date.  Upon  termination  of the Indenture in accordance
with the terms thereof, distributions to the Certificateholder shall continue to
be determined in  accordance  with the  provisions  for  distributions  to the B
Component and the Residual Component in Section 3.05 of the Indenture.

        (b)  In  the  event  that  any   withholding   tax  is  imposed  on  the
distributions  (or  allocations  of income) to the  Certificateholder,  such tax
shall reduce the amount  otherwise  distributable  to the  Certificateholder  in
accordance  with this  Section  5.01.  The  Certificate  Paying  Agent is hereby
authorized and directed to retain or cause to be retained from amounts otherwise
distributable to the  Certificateholder  sufficient funds for the payment of any
tax that is legally owed by the Trust (but such authorization  shall not prevent
the Owner Trustee from contesting any such tax in appropriate  proceedings,  and
withholding  payment of such tax, if  permitted  by law,  pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to the
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the  Certificate  Paying Agent and remitted to the
appropriate taxing authority.  If there is a possibility that withholding tax is
payable with respect to a  distribution  (such as a  distribution  to a non-U.S.
Certificateholder),  the  Certificate  Paying  Agent may in its sole  discretion
withhold such amounts in accordance with this paragraph (b).

     (c)  Distributions  to the  Certificateholder  shall be subordinated to the
creditors of the Trust, including the Noteholders.

        Section   5.02.   Method  of  Payment.   Subject  to  Section   8.01(c),
distributions  required to be made to  Certificateholder  on any Payment Date as
provided in Section 5.01 shall be made to the Certificateholder of record on the
preceding Record Date either by wire transfer,  in immediately  available funds,
to the  account  of such  Holder at a bank or other  entity  having  appropriate
facilities  therefor,  if  the  Certificateholder  shall  have  provided  to the
Certificate  Registrar  appropriate written  instructions at least five Business
Days  prior  to  such  Payment  Date  or,  if  not,  by  check  mailed  to  such
Certificateholder  at the  address of the Holder  appearing  in the  Certificate
Register.

        Section 5.03.  Signature on Returns.  To the extent  required and unless
otherwise  required by law, the Owner  Trustee shall sign on behalf of the Trust
the tax returns of the Trust.

        Section 5.04. Statements to the Certificateholder. On each Payment Date,
the Certificate Paying Agent shall send to the  Certificateholder  the statement
or statements  provided to the Owner Trustee and the Certificate Paying Agent by
the Master  Servicer  pursuant to Section 4.01 of the Servicing  Agreement  with
respect to such Payment Date.


                                               -15-

<PAGE>



        Section  5.05.  Tax  Elections.  The  Certificateholder  agrees  by  its
purchase of the  Certificate  to treat the Trust as a domestic  eligible  entity
with a single owner electing to be disregarded as a separate entity for purposes
of federal and state  income tax,  franchise  tax and any other tax  measured in
whole or in part by income,  with the Notes being debt of the Trust,  as further
set forth in Section 2.06.





                                               -16-

<PAGE>



                                            ARTICLE VI

                                   Concerning the Owner Trustee

        Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts
the  trusts  hereby  created  and agrees to perform  its duties  hereunder  with
respect to such  trusts but only upon the terms of this Owner  Trust  Agreement.
The Owner  Trustee and the  Certificate  Paying Agent also agree to disburse all
moneys actually  received by it  constituting  part of the Trust Estate upon the
terms of the Basic Documents and this Owner Trust  Agreement.  The Owner Trustee
shall not be answerable  or  accountable  hereunder or under any Basic  Document
under any circumstances,  except (i) for its own willful misconduct,  negligence
or bad faith or negligent  failure to act or (ii) in the case of the  inaccuracy
of any  representation  or warranty  contained in Section 6.03 expressly made by
the Owner Trustee.  In particular,  but not by way of limitation (and subject to
the exceptions set forth in the preceding sentence):

        (a) No  provision of this Owner Trust  Agreement  or any Basic  Document
shall require the Owner  Trustee to expend or risk funds or otherwise  incur any
financial  liability in the  performance of any of its rights,  duties or powers
hereunder or under any Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

        (b)  Under no  circumstances  shall  the Owner  Trustee  be  liable  for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;

        (c) The Owner Trustee shall not be responsible  for or in respect of the
validity or sufficiency  of this Owner Trust  Agreement or for the due execution
hereof by the Depositor or for the form,  character,  genuineness,  sufficiency,
value or  validity  of any of the  Trust  Estate,  or for or in  respect  of the
validity or  sufficiency of the Basic  Documents,  the Notes,  the  Certificate,
other than the certificate of authentication on the Certificate,  if executed by
the Owner  Trustee and the Owner  Trustee  shall in no event assume or incur any
liability,  duty, or obligation to any  Noteholder or to the  Certificateholder,
other than as expressly  provided for herein or expressly agreed to in the Basic
Documents;

        (d) The execution,  delivery,  authentication  and  performance by it of
this Owner  Trust  Agreement  will not  require  the  authorization,  consent or
approval of, the giving of notice to, the filing or  registration  with,  or the
taking of any other  action  with  respect  to, any  governmental  authority  or
agency;

        (e) The Owner  Trustee shall not be liable for the default or misconduct
of the Depositor,  the Indenture Trustee or the Master Servicer under any of the
Basic  Documents or otherwise  and the Owner Trustee shall have no obligation or
liability  to perform  the  obligations  of the Trust  under  this  Owner  Trust
Agreement  or the Basic  Documents  that are  required  to be  performed  by the
Indenture Trustee under the Indenture or the Seller under the Home Loan Purchase
Agreement; and

        (f) The Owner  Trustee  shall be under no  obligation to exercise any of
the  rights  or  powers  vested  in it or duties  imposed  by this  Owner  Trust
Agreement, or to institute, conduct or defend any


                                               -17-

<PAGE>



litigation  under this Owner Trust Agreement or otherwise or in relation to this
Owner Trust Agreement or any Basic Document, at the request,  order or direction
of the Certificateholder,  unless the Certificateholder has offered to the Owner
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities  that may be incurred by the Owner Trustee  therein or thereby.  The
right of the Owner Trustee to perform any  discretionary  act enumerated in this
Owner Trust Agreement or in any Basic Document shall not be construed as a duty,
and the Owner Trustee shall not be answerable for other than its negligence, bad
faith or willful misconduct in the performance of any such act.

        Section 6.02.  Furnishing of Documents.  The Owner Trustee shall furnish
to the  Securityholders  promptly upon receipt of a written  reasonable  request
therefor,  duplicates  or copies of all  reports,  notices,  requests,  demands,
certificates,  financial  statements and any other instruments  furnished to the
Trust under the Basic Documents.

     Section 6.03.  Representations  and  Warranties.  The Owner Trustee  hereby
represents   and   warrants   to  the   Depositor,   for  the   benefit  of  the
Certificateholder, that:

        (a) It is a banking  corporation  duly organized and validly existing in
good  standing  under the laws of the State of  Delaware.  It has all  requisite
corporate  power and authority to execute,  deliver and perform its  obligations
under this Owner Trust Agreement;

        (b) It has  taken  all  corporate  action  necessary  to  authorize  the
execution and delivery by it of this Owner Trust Agreement, and this Owner Trust
Agreement  will be executed  and  delivered  by one of its  officers who is duly
authorized to execute and deliver this Owner Trust Agreement on its behalf;

        (c) Neither  the  execution  nor the  delivery by it of this Owner Trust
Agreement,  nor the consummation by it of the transactions  contemplated  hereby
nor compliance by it with any of the terms or provisions  hereof will contravene
any federal or Delaware  law,  governmental  rule or  regulation  governing  the
banking or trust powers of the Owner Trustee or any judgment or order binding on
it, or  constitute  any  default  under its charter  documents  or bylaws or any
indenture, mortgage, contract, agreement or instrument to which it is a party or
by which any of its properties may be bound;

        (d) This Owner Trust Agreement,  assuming due  authorization,  execution
and delivery by the Owner Trustee and the Depositor,  constitutes a valid, legal
and  binding  obligation  of  the  Owner  Trustee,  enforceable  against  it  in
accordance with the terms hereof subject to applicable  bankruptcy,  insolvency,
reorganization,   moratorium  and  other  laws  affecting  the   enforcement  of
creditors' rights generally and to general  principles of equity,  regardless of
whether such enforcement is considered in a proceeding in equity or at law;

        (e) The Owner  Trustee  is not in default  with  respect to any order or
decree of any court or any order,  regulation  or demand of any federal,  state,
municipal or governmental  agency,  which default might have  consequences  that
would  materially  and adversely  affect the  condition  (financial or other) or
operations  of the Owner Trustee or its  properties  or might have  consequences
that would materially adversely affect its performance hereunder; and


                                               -18-

<PAGE>



        (f) No  litigation  is  pending  or, to the best of the Owner  Trustee's
knowledge,  threatened  against  the Owner  Trustee  which  would  prohibit  its
entering into this Owner Trust  Agreement or performing  its  obligations  under
this Owner Trust Agreement.

        Section 6.04.  Reliance;  Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature,  instrument,  notice,
resolution,  request,  consent,  order,  certificate,  report, opinion, bond, or
other  document or paper  believed by it to be genuine and  believed by it to be
signed by the proper party or parties.  The Owner Trustee may accept a certified
copy of a resolution  of the board of directors or other  governing  body of any
corporate  party as  conclusive  evidence  that  such  resolution  has been duly
adopted  by such body and that the same is in full force and  effect.  As to any
fact or  matter  the  method  of  determination  of  which  is not  specifically
prescribed  herein,  the Owner  Trustee  may for all  purposes  hereof rely on a
certificate,  signed by the president or any vice  president or by the treasurer
or other  authorized  officers of the relevant  party, as to such fact or matter
and such  certificate  shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.

        (b) In the exercise or  administration of the Trust hereunder and in the
performance of its duties and  obligations  under this Owner Trust  Agreement or
the Basic  Documents,  the Owner  Trustee  (i) may act  directly  or through its
agents,  attorneys,  custodians or nominees  (including  persons  acting under a
power of attorney) pursuant to agreements entered into with any of them, and the
Owner  Trustee shall not be liable for the conduct or misconduct of such agents,
attorneys,  custodians or nominees  (including  persons  acting under a power of
attorney)  if  such  persons  have  been  selected  by the  Owner  Trustee  with
reasonable  care,  and (ii) may  consult  with  counsel,  accountants  and other
skilled  persons to be selected with  reasonable  care and employed by it at the
expense of the Trust.  The Owner Trustee shall not be liable for anything  done,
suffered or omitted in good faith by it in accordance with the opinion or advice
of any such counsel,  accountants or other such Persons and not contrary to this
Owner Trust Agreement or any Basic Document.

        Section 6.05. Not Acting in Individual  Capacity.  Except as provided in
this Article VI, in accepting the trusts hereby created Wilmington Trust Company
acts solely as Owner Trustee hereunder and not in its individual  capacity,  and
all  Persons  having  any  claim  against  the  Owner  Trustee  by reason of the
transactions  contemplated  by this Owner Trust  Agreement or any Basic Document
shall look only to the Trust Estate for payment or satisfaction thereof.

        Section 6.06.  Owner Trustee Not Liable for the  Certificate  or Related
Documents.  The  recitals  contained  herein and in the Owner Trust  Certificate
(other than the signatures of the Owner Trustee on the Owner Trust  Certificate)
shall be taken as the statements of the Depositor, and the Owner Trustee assumes
no  responsibility  for the  correctness  thereof.  The Owner  Trustee  makes no
representations as to the validity or sufficiency of this Owner Trust Agreement,
of any  Basic  Document  or of the  Owner  Trust  Certificate  (other  than  the
signatures of the Owner Trustee on the Owner Trust Certificate) or the Notes, or
of  any  Related  Documents.  The  Owner  Trustee  shall  at no  time  have  any
responsibility  or liability with respect to the sufficiency of the Trust Estate
or  its  ability  to  generate   the   payments   to  be   distributed   to  the
Certificateholder  under this Owner Trust Agreement or the Noteholders under the
Indenture, including,


                                               -19-

<PAGE>



the   compliance   by  the   Depositor  or  the  Seller  with  any  warranty  or
representation  made under any Basic Document or in any related  document or the
accuracy  of  any  such  warranty  or  representation,  or  any  action  of  the
Certificate  Paying Agent,  the Certificate  Registrar or the Indenture  Trustee
taken in the name of the Owner Trustee.

        Section 6.07. Owner Trustee May Own the Certificate and Notes. The Owner
Trustee in its  individual or any other capacity may become the owner or pledgee
of the  Certificate  or Notes and may deal with the Depositor,  the Seller,  the
Certificate Paying Agent, the Certificate Registrar and the Indenture Trustee in
transactions with the same rights as it would have if it were not Owner Trustee.


                                               -20-

<PAGE>



                                   ARTICLE VII

                          Compensation of Owner Trustee

        Section 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive  as  compensation  for its  services  hereunder  such  fees as have been
separately  agreed upon before the date hereof,  and the Owner  Trustee shall be
reimbursed for its reasonable  expenses hereunder and under the Basic Documents,
including  the  reasonable  compensation,  expenses  and  disbursements  of such
agents, representatives, experts and counsel as the Owner Trustee may reasonably
employ in  connection  with the exercise and  performance  of its rights and its
duties  hereunder  and under the Basic  Documents  which shall be payable by the
Master Servicer pursuant to Section 3.09 of the Servicing Agreement.

     Section 7.02. Indemnification.  The Master Servicer shall indemnify, defend
and hold harmless the Owner Trustee as provided in Section 6.06 of the Servicing
Agreement.




                                               -21-

<PAGE>



                                           ARTICLE VIII

                               Termination of Owner Trust Agreement

        Section 8.01. Termination of Owner Trust Agreement. (a) This Owner Trust
Agreement (other than this Article VIII) and the Trust shall terminate and be of
no further  force or effect upon the earliest of (i) the final  distribution  of
all moneys or other property or proceeds of the Trust Estate in accordance  with
the terms of the Indenture and this Owner Trust Agreement, (ii) the Payment Date
in January 2028, or (iii) the purchase by the Master  Servicer of the Home Loans
pursuant  to  Section  8.08(a)  of  the  Servicing  Agreement.  The  bankruptcy,
liquidation, dissolution, death or incapacity of the Certificateholder shall not
(x) operate to terminate this Owner Trust  Agreement or the Trust or (y) entitle
such  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 all or any part of the Trust or the Trust Estate or (z) otherwise  affect the
rights, obligations and liabilities of the parties hereto.

        (b) Except as provided in Section 8.01(a), neither the Depositor nor the
Certificateholder shall be entitled to revoke or terminate the Trust.

        (c) Notice of any termination of the Trust,  specifying the Payment Date
upon which the Certificateholder  shall surrender its Owner Trust Certificate to
the  Certificate  Paying  Agent  for  payment  of  the  final  distribution  and
cancellation,  shall be given by the  Certificate  Paying Agent by letter to the
Certificateholder  mailed within five Business Days of receipt of notice of such
termination  from the Owner  Trustee,  stating (i) the Payment Date upon or with
respect  to  which  final  payment  of  the  Certificate   shall  be  made  upon
presentation  and surrender of the Owner Trust  Certificate at the office of the
Certificate Paying Agent therein  designated,  (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable,  payments being made only upon  presentation and surrender of
the  Certificate  at  the  office  of  the  Certificate  Payment  Agent  therein
specified.  The  Certificate  Paying  Agent  shall give such notice to the Owner
Trustee and the  Certificate  Registrar  at the time such notice is given to the
Certificateholder.   Upon   presentation   and  surrender  of  the  Owner  Trust
Certificate,  the Certificate  Paying Agent shall cause to be distributed to the
Certificateholder amounts distributable on such Payment Date pursuant to Section
5.01.

        In the event that the  Certificateholder  shall not  surrender its Owner
Trust Certificate for cancellation within six months after the date specified in
the above mentioned  written notice,  the Certificate  Paying Agent shall give a
second  written  notice to the  Certificateholder  to surrender  its Owner Trust
Certificate for  cancellation  and receive the final  distribution  with respect
thereto.  Subject to applicable laws with respect to escheat of funds, if within
one year  following  the Payment Date on which final  payment of the Owner Trust
Certificate  was to have been made  pursuant  to Section  3.10,  the Owner Trust
Certificate  shall not have been surrendered for  cancellation,  the Certificate
Paying  Agent  may  take  appropriate  steps,  or may  appoint  an agent to take
appropriate steps, to contact the Certificateholder  concerning surrender of its
Owner Trust Certificate, and the cost thereof shall be paid out of the funds and
other assets that shall remain subject to this Owner Trust Agreement.  Any funds
remaining in the


                                               -22-

<PAGE>



Certificate  Distribution  Account after  exhaustion  of such remedies  shall be
distributed by the Certificate Paying Agent to the Master Servicer.

        (d) Upon the  winding  up of the  Trust and its  termination,  the Owner
Trustee  shall  cause  the  Certificate  of Trust to be  cancelled  by  filing a
certificate of  cancellation  with the Secretary of State in accordance with the
provisions of Section 3810(c) of the Statutory Trust Statute.


                                               -23-

<PAGE>



                                            ARTICLE IX

                      Successor Owner Trustees and Additional Owner Trustees

        Section 9.01.  Eligibility  Requirements  for Owner  Trustee.  The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute;  authorized 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  authorities;  and
having (or having a parent that has) long- term debt  obligations  with a rating
of at least A by Moody's and/or  Standard & Poor's.  If such  corporation  shall
publish  reports  of  condition  at  least  annually  pursuant  to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purpose 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 Owner Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
9.01,  the Owner  Trustee  shall resign  immediately  in the manner and with the
effect specified in Section 9.02.

        Section 9.02. Replacement of Owner Trustee. The Owner Trustee may at any
time resign and be discharged  from the trusts hereby created by giving 30 days'
prior written  notice thereof to the Depositor and the Indenture  Trustee.  Upon
receiving  such notice of  resignation,  the Indenture  Trustee  shall  promptly
appoint a successor Owner Trustee by written instrument,  in duplicate, one copy
of which  instrument  shall be delivered to the resigning  Owner Trustee and one
copy to the successor  Owner Trustee.  If no successor  Owner Trustee shall have
been so appointed and have accepted  appointment within 30 days after the giving
of such notice of  resignation,  the  resigning  Owner  Trustee may petition any
court  of  competent  jurisdiction  for the  appointment  of a  successor  Owner
Trustee.

        If at  any  time  the  Owner  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of Section 9.01 and shall fail to resign after
written request therefor by the Indenture  Trustee,  or if at any time the Owner
Trustee  shall be  legally  unable  to act,  or shall be  adjudged  bankrupt  or
insolvent,  or a  receiver  of the Owner  Trustee  or of its  property  shall be
appointed,  or any  public  officer  shall  take  charge or control of the Owner
Trustee  or of its  property  or  affairs  for the  purpose  of  rehabilitation,
conservation  or  liquidation,  then the Indenture  Trustee may remove the Owner
Trustee.  If the  Indenture  Trustee  shall remove the Owner  Trustee  under the
authority of the immediately  preceding  sentence,  the Indenture  Trustee shall
promptly appoint a successor Owner Trustee by written instrument,  in duplicate,
one copy of which instrument shall be delivered to the outgoing Owner Trustee so
removed and one copy to the successor Owner Trustee, and shall pay all fees owed
to the outgoing Owner Trustee.  Any  resignation or removal of the Owner Trustee
and appointment of a successor  Owner Trustee  pursuant to any of the provisions
of this Section shall not become  effective  until  acceptance of appointment by
the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and
expenses owed to the outgoing Owner Trustee.

        Section 9.03.  Successor  Owner  Trustee.  Any  successor  Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Indenture Trustee and to its predecessor  Owner Trustee an instrument  accepting
such appointment under this Owner Trust Agreement, and thereupon the


                                               -24-

<PAGE>



resignation or removal of the predecessor  Owner Trustee shall become effective,
and such successor  Owner Trustee,  without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its  predecessor  under  this  Owner  Trust  Agreement,  with like  effect as if
originally  named as Owner  Trustee.  The  predecessor  Owner Trustee shall upon
payment of its fees and  expenses  deliver to the  successor  Owner  Trustee all
documents and statements and monies held by it under this Owner Trust Agreement;
and the predecessor Owner Trustee shall execute and deliver such instruments and
do such other  things as may  reasonably  be  required  for fully and  certainly
vesting and confirming in the successor  Owner Trustee all such rights,  powers,
duties and obligations.

        No successor Owner Trustee shall accept  appointment as provided in this
Section 9.03 unless at the time of such  acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

        Upon acceptance of appointment by a successor Owner Trustee  pursuant to
this  Section  9.03,  the  Indenture  Trustee  shall mail notice  thereof to the
Certificateholder,  the  Noteholders and the Rating  Agencies.  If the Indenture
Trustee shall fail to mail such notice  within 10 days after  acceptance of such
appointment by the successor  Owner Trustee,  the successor  Owner Trustee shall
cause such notice to be mailed at the expense of the Indenture Trustee.

        Section 9.04. Merger or Consolidation of Owner Trustee.  Any Person into
which the Owner  Trustee  may be merged  or  converted  or with  which it may be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation  to which  the  Owner  Trustee  shall be a  party,  or any  Person
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall be the successor of the Owner Trustee  hereunder,  without
the execution or filing of any  instrument or any further act on the part of any
of  the  parties  hereto,  anything  herein  to  the  contrary  notwithstanding;
provided,  that such  Person  shall be eligible  pursuant  to Section  9.01 and,
provided,  further,  that the Owner  Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

        Section  9.05.   Appointment   of   Co-Trustee   or  Separate   Trustee.
Notwithstanding any other provisions of this Owner Trust Agreement, at any time,
for the purpose of meeting any legal  requirements of any  jurisdiction in which
any part of the Trust Estate may at the time be located, the Owner Trustee shall
have the power and shall execute and deliver all  instruments  to appoint one or
more  Persons  to act as  co-trustee,  jointly  with the  Owner  Trustee,  or as
separate  trustee or trustees,  of all or any part of the Trust  Estate,  and to
vest in such  Person,  in such  capacity,  such  title to the  Trust or any part
thereof  and,  subject to the other  provisions  of this  Section,  such powers,
duties,  obligations,  rights  and  trusts as the  Owner  Trustee  may  consider
necessary or desirable. No co-trustee or separate trustee under this Owner Trust
Agreement  shall be  required  to meet the terms of  eligibility  as a successor
Owner Trustee  pursuant to Section 9.01 and no notice of the  appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.

        Each separate  trustee and co-trustee  shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:



                                               -25-

<PAGE>



        (a) All rights, powers, duties and obligations conferred or imposed upon
the Owner  Trustee  shall be  conferred  upon and  exercised or performed by the
Owner  Trustee  and such  separate  trustee  or co-  trustee  jointly  (it being
understood  that such separate  trustee or  co-trustee is not  authorized to act
separately  without the Owner Trustee joining in such act), except to the extent
that under any law of any  jurisdiction  in which any particular act or acts are
to be performed,  the Owner  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 Trust Estate or any portion
thereof in any such  jurisdiction)  shall be exercised and  performed  singly by
such separate  trustee or  co-trustee,  but solely at the direction of the Owner
Trustee;

        (b) No trustee  under this Owner  Trust  Agreement  shall be  personally
liable by reason of any act or  omission of any other  trustee  under this Owner
Trust Agreement; and

        (c) The Owner  Trustee  may at any time  accept  the  resignation  of or
remove any separate trustee or co-trustee.

        Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as  effectively  as if given to each of them.  Every  instrument  appointing any
separate trustee or co-trustee shall refer to this Owner Trust Agreement and the
conditions  of this  Article.  Each separate  trustee and  co-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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Owner Trust  Agreement,  specifically  including every provision of this
Owner Trust Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Owner Trustee.  Each such instrument shall be filed
with the Owner Trustee.

        Any  separate  trustee or  co-trustee  may at any time appoint the Owner
Trustee as 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
Owner Trust Agreement on its behalf and in its name. If any separate  trustee or
co-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 Owner  Trustee,  to the extent  permitted  by law,  without the
appointment of a new or successor co-trustee or separate trustee.


                                               -26-

<PAGE>



                                             ARTICLE X

                                           Miscellaneous

        Section 10.01. Amendments. (a) This Owner Trust Agreement may be amended
from time to time by the parties  hereto as  specified  in this  Section  10.01,
provided that any amendment,  except as provided in  subparagraph  (e) below, be
accompanied  by an Opinion of  Counsel to the Owner  Trustee to the effect  that
such  amendment (i) complies  with the  provisions of this Section and (ii) will
not cause the Trust to be subject to an entity level tax.

        (b) If the purpose of the amendment (as detailed  therein) is to correct
any mistake,  eliminate any  inconsistency,  cure any ambiguity or deal with any
matter not covered (i.e., to give effect to the intent of the parties), it shall
not be  necessary to obtain the consent of any  Holders,  but the Owner  Trustee
shall be furnished with (A) a letter from the Rating Agencies that the amendment
will not result in the  downgrading or withdrawal of the rating then assigned to
any  Security  and (B) an Opinion of Counsel to the effect that such action will
not adversely affect in any material respect the interests of any Holders.

        (c) If the purpose of the amendment is to prevent the  imposition of any
federal  or state  taxes at any time that any  Security  is  outstanding  (i.e.,
technical  in nature),  it shall not be  necessary  to obtain the consent of any
Holder, but the Owner Trustee shall be furnished with an Opinion of Counsel that
such  amendment is necessary or helpful to prevent the  imposition of such taxes
and is not materially adverse to any Holder.

        (d) If the purpose of the amendment is to add or eliminate or change any
provision of the Owner Trust Agreement other than as contemplated in (b) and (c)
above,  the amendment shall require (A) an Opinion of Counsel to the effect that
such action will not adversely  affect in any material  respect the interests of
any  Holders  and (B) either  (a) a letter  from the  Rating  Agencies  that the
amendment  will not result in the  downgrading  or withdrawal of the rating then
assigned to any  Security or (b) the consent of Holders of the  Certificate  and
the Indenture Trustee; provided, however, that no such amendment shall reduce in
any manner the amount  of, or delay the timing of,  payments  received  that are
required  to be  distributed  on the  Certificate  without  the  consent  of the
Certificateholder.

        (e) If the purpose of the amendment is to provide for the holding of the
Certificate   in  book-  entry  form,  it  shall  require  the  consent  of  the
Certificateholder;   provided,   that  the  Opinion  of  Counsel   specified  in
subparagraph (a) above shall not be required.

        (f) If the purpose of the  amendment  is to provide for the  issuance of
additional  certificates  representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Holder,  but the Owner  Trustee  shall be
furnished with (A) an Opinion of Counsel to the effect that such action will not
adversely  affect in any material respect the interests of any Holders and (B) a
letter  from the  Rating  Agencies  that the  amendment  will not  result in the
downgrading or withdrawal of the rating then assigned to any Security.



                                               -27-

<PAGE>



        (g) Promptly after the execution of any such  amendment or consent,  the
Owner  Trustee  shall  furnish  written  notification  of the  substance of such
amendment or consent to the Certificateholder, the Indenture Trustee and each of
the  Rating  Agencies.  It  shall  not  be  necessary  for  the  consent  of the
Certificateholder  or the  Indenture  Trustee  pursuant to this Section 10.01 to
approve the particular form of any proposed  amendment or consent,  but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining  such  consents  (and  any  other  consents  of the  Certificateholder
provided for in this Owner Trust  Agreement or in any other Basic  Document) and
of   evidencing   the   authorization   of   the   execution   thereof   by  the
Certificateholder  shall be subject to such reasonable requirements as the Owner
Trustee may prescribe.

        (h) In  connection  with the execution of any amendment to any agreement
to which the Trust is a party, other than this Owner Trust Agreement,  the Owner
Trustee  shall be entitled to receive and  conclusively  rely upon an Opinion of
Counsel to the effect that such  amendment  is  authorized  or  permitted by the
documents  subject to such  amendment and that all  conditions  precedent in the
Basic Documents for the execution and delivery thereof by the Trust or the Owner
Trustee, as the case may be, have been satisfied.

        (i) Any  amendment to this Owner Trust  Agreement  affecting the rights,
duties and obligations of the Indenture  Trustee,  Certificate  Registrar or the
Certificate  Paying  Agent  shall be  consented  to by such party and such party
shall be an  addressee  on any Opinion of Counsel and receive any rating  letter
provided in connection therewith.

        Promptly  after the  execution of any  amendment to the  Certificate  of
Trust,  the Owner  Trustee  shall  cause the filing of such  amendment  with the
Secretary of State of the State of Delaware.

        Section  10.02.  No Legal Title to Trust Estate.  The  Certificateholder
shall   not  have   legal   title  to  any  part  of  the  Trust   Estate.   The
Certificateholder shall be entitled to receive distributions with respect to its
beneficial  interest  therein only in  accordance  with  Articles V and VIII. No
transfer,  by operation of law or otherwise,  of any right, title or interest of
the  Certificateholder  to and in their  ownership  interest in the Trust Estate
shall operate to terminate this Owner Trust Agreement or the trusts hereunder or
entitle any  transferee to an accounting or to the transfer to it of legal title
to any part of the Trust Estate.

        Section 10.03.  Limitations on Rights of Others.  The provisions of this
Owner  Trust  Agreement  are solely for the  benefit of the Owner  Trustee,  the
Depositor,  the Certificateholder  and, to the extent expressly provided herein,
the  Indenture  Trustee  and the  Noteholders,  and  nothing in this Owner Trust
Agreement,  whether express or implied,  shall be construed to give to any other
Person  any legal or  equitable  right,  remedy or claim in the Trust  Estate or
under or in respect of this Owner Trust  Agreement or any covenants,  conditions
or provisions contained herein.

        Section 10.04.  Notices.  (a) Unless  otherwise  expressly  specified or
permitted  by the terms  hereof,  all  notices  shall be in writing and shall be
deemed given upon  receipt,  if to the Owner  Trustee,  addressed to  Wilmington
Trust Company,  Corporate Trust Administration,  Rodney Square North, 1100 North
Market  Street,   Wilmington,   Delaware  19890,   Attention:   Corporate  Trust
Administration; if to the


                                               -28-

<PAGE>



Depositor,  addressed to Residential  Funding Mortgage Securities II, Inc., 8400
Normandale Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota 55437; if to the
Rating Agencies, addressed to Moody's Investors Service, Inc., 99 Church Street,
4th Floor,  New York,  New York 10001 and  Standard & Poor's,  55 Water Street -
41st Floor, New York, New York 10041, Attention: Structured Finance Department -
MBS or, as to each party,  at such other  address as shall be designated by such
party in a written notice to each other party.

        (b)  Any   notice   required   or   permitted   to  be   given   to  the
Certificateholder  shall be given by first- class mail, postage prepaid,  at the
address  of such  Holder as shown in the  Certificate  Register.  Any  notice so
mailed  within  the time  prescribed  in this  Owner  Trust  Agreement  shall be
conclusively   presumed   to  have  been  duly   given,   whether   or  not  the
Certificateholder receives such notice.

        (c) A copy of any  notice  delivered  to the Owner  Trustee or the Trust
shall also be delivered to the Depositor.

        Section 10.05. Severability. Any provision of this Owner Trust Agreement
that is  prohibited  or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

        Section 10.06. Separate Counterparts.  This Owner Trust Agreement may be
executed by the parties hereto in separate  counterparts,  each of which when so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute but one and the same instrument.

        Section 10.07. Successors and Assigns. All representations,  warranties,
covenants and  agreements  contained  herein shall be binding upon, and inure to
the benefit of, each of the Depositor,  the Owner Trustee and its successors and
the  Certificateholder  and its successors and permitted assigns,  all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by the  Certificateholder  shall bind the  successors  and assigns of the
Certificateholder.

        Section 10.08.  No Petition.  The Owner  Trustee,  by entering into this
Owner Trust  Agreement  and the  Certificateholder,  by accepting an Owner Trust
Certificate,  hereby covenants and agrees that it will not at any time institute
against  the  Depositor  or the Trust,  or join in any  institution  against the
Depositor or the Trust of, any  bankruptcy  proceedings  under any United States
federal or state  bankruptcy or similar law in connection  with any  obligations
with  respect  to the Owner  Trust  Certificate,  the Notes,  this  Owner  Trust
Agreement or any of the Basic Documents.

        Section 10.09. No Recourse. The Certificateholder by accepting the Owner
Trust  Certificate  acknowledges  that the Owner  Trust  Certificate  represents
beneficial  interests  in the Trust only and do not  represent  interests  in or
obligations  of the  Depositor,  the Seller,  the Owner  Trustee,  the Indenture
Trustee or any Affiliate thereof and no recourse may be had against such parties
or their assets, except as may be


                                               -29-

<PAGE>



expressly  set  forth  or  contemplated  in  this  Owner  Trust  Agreement,  the
Certificate or the Basic Documents.

     Section 10.10.  Headings. The headings of the various Articles and Sections
herein are for  convenience  of reference only and shall not define or limit any
of the terms or provisions hereof.

        Section  10.11.  GOVERNING  LAW.  THIS OWNER  TRUST  AGREEMENT  SHALL BE
CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS OF THE  STATE  OF  DELAWARE,  WITHOUT
REFERENCE TO ITS CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND
REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED IN ACCORDANCE  WITH SUCH
LAWS.

        Section 10.12.  Integration.  This Owner Trust Agreement constitutes the
entire  agreement  among the parties  hereto  pertaining  to the subject  matter
hereof and supersedes all prior agreements and understanding pertaining thereto.




                                               -30-

<PAGE>



        IN WITNESS  WHEREOF,  the  Depositor  and the Owner  Trustee have caused
their names to be signed  hereto by their  respective  officers  thereunto  duly
authorized, all as of the day and year first above written.

                               RESIDENTIAL FUNDING MORTGAGE SECURITIES II,
                               INC.


                               By: /s/   Mark White
                                    Name: Mark White
                                   Title: Vice President

                               WILMINGTON TRUST COMPANY, not in its
                               individual  capacity  but  solely as
                               Owner  Trustee,  except with respect
                               to    the     representations    and
                               warranties contained in Section 6.03
                               hereof,


                               By: /s/ James P. Lawler
                              Name: James P. Lawler
                              Title: Vice President

Acknowledged and Agreed:

JPMORGAN CHASE BANK,
-------------------
as Indenture Trustee, Certificate Registrar
and Certificate Paying Agent


By: /s/ Mark McDermott
    -------------------------------------------
Name:   Mark McDermott
Title:  Assistant Vice President


                                               -31-

<PAGE>



        IN WITNESS  WHEREOF,  the  Depositor  and the Owner  Trustee have caused
their names to be signed  hereto by their  respective  officers  thereunto  duly
authorized, all as of the day and year first above written.

                            RESIDENTIAL FUNDING MORTGAGE SECURITIES II,
                            INC.


                            By:    __________________________
                                Name: Mark White
                                Title: Vice President

                            WILMINGTON TRUST COMPANY, not in its
                            individual  capacity  but  solely as
                            Owner  Trustee,  except with respect
                            to    the     representations    and
                            warranties contained in Section 6.03
                            hereof,


                            By:    __________________________
                            Name: James P. Lawler
                            Title: Vice President


Acknowledged and Agreed:

JPMORGAN CHASE BANK,
-------------------
as Indenture Trustee, Certificate Registrar
and Certificate Paying Agent

By:     __________________________
Name:   Mark McDermott
Title:  Assistant Vice President




                                               -32-

<PAGE>



                                             EXHIBIT A

                                  FORM OF OWNER TRUST CERTIFICATE

        THIS OWNER TRUST  CERTIFICATE  (THE  "CERTIFICATE")  IS  SUBORDINATED IN
RIGHT OF PAYMENT TO THE NOTES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

        THIS  CERTIFICATE IS NOT  TRANSFERABLE  EXCEPT UPON  SATISFACTION OF THE
CONDITIONS IN SECTION 3.05 OF THE AGREEMENT.

        THE B COMPONENT AND THE RESIDUAL COMPONENT OF THIS
CERTIFICATE ARE NOT SEPARATELY TRANSFERABLE.

        THIS  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 3.05 OF THE AMENDED AND RESTATED OWNER
TRUST AGREEMENT ("THE AGREEMENT").

        NO TRANSFER  OF THIS  CERTIFICATE  SHALL BE MADE UNLESS THE  CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (I) A CERTIFICATION  IN THE FORM OF EXHIBIT
G TO THE AGREEMENT  FROM THE  TRANSFEREE OF THIS  CERTIFICATE TO THE EFFECT THAT
SUCH  TRANSFEREE  IS NOT AN  EMPLOYEE  BENEFIT  PLAN  OR  OTHER  SUBJECT  TO THE
PROHIBITED   TRANSACTION   RESTRICTIONS   AND   THE   FIDUCIARY   RESPONSIBILITY
REQUIREMENTS OF THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),  OR SECTION 4975 OF THE INTERNAL  REVENUE CODE OF 1986 (THE  "CODE"),
ANY PERSON  ACTING,  DIRECTLY OR  INDIRECTLY,  ON BEHALF OF ANY SUCH PLAN OR ANY
PERSON  USING  "PLAN  ASSETS,"  WITHIN THE  MEANING OF THE  DEPARTMENT  OF LABOR
REGULATION AT 29 C.F.R. SS.2510.3-101, TO ACQUIRE THIS CERTIFICATE (COLLECTIVELY
A "PLAN INVESTOR"), OR (II) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN
THE NAME OF A PLAN  INVESTOR,  AN OPINION  OF  COUNSEL,  TO THE EFFECT  THAT THE
PURCHASE OR HOLDING OF THIS  CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE  LAW,
WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED  TRANSACTION  UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR  COMPARABLE  PROVISIONS OF ANY  SUBSEQUENT
ENACTMENTS)  AND WILL NOT SUBJECT THE  COMPANY,  THE OWNER  TRUSTEE,  THE MASTER
SERVICER OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.


                                                A-1

<PAGE>




        THIS  CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE COMPANY,  THE MASTER SERVICER,  THE INDENTURE TRUSTEE,  OR THE OWNER
TRUSTEE OR ANY OF THEIR RESPECTIVE  AFFILIATES,  EXCEPT AS EXPRESSLY PROVIDED IN
THE AGREEMENT OR THE BASIC DOCUMENTS.


                                                A-2

<PAGE>



Certificate No. ____                        Assumed Final Payment Date:
                                            ----------, ----

Cut-off Date:
September 1, 2002                           Certificate Percentage Interest of
                                            this Certificate: 100%

Date of Amended and
Restated Trust Agreement:
January 3, 2003

First Payment Date:
January 27, 2003

                                   HOME LOAN-BACKED CERTIFICATE
                                          Series 2002-HI5

        evidencing a 100%  interest in the Trust  Estate,  the property of which
consists  primarily of the Grantor  Trust  Certificate,  created by  RESIDENTIAL
FUNDING MORTGAGE  SECURITIES II, INC.  (hereinafter  called the "Company," which
term includes any successor entity under the Agreement referred to below).

               This  Certificate  is payable solely from the assets of the Trust
Estate, and does not represent an obligation of or interest in the Company,  the
Seller, the Master Servicer,  the Indenture  Trustee,  the Owner Trustee or GMAC
Mortgage Group, Inc. or any of their affiliates.  None of this Certificate,  the
Grantor  Trust  Certificate  or the Home Loans is  guaranteed  or insured by any
governmental agency or instrumentality or by the Company, the Seller, the Master
Servicer,  the Indenture Trustee, the Owner Trustee or GMAC Mortgage Group, Inc.
or any of  their  affiliates.  None  of the  Company,  the  Seller,  the  Master
Servicer, the Indenture Trustee, the Owner 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 Certificate.

               This certifies  that [name of Holder] is the registered  owner of
the Certificate  Percentage Interest evidenced by this Certificate (as set forth
on the face hereof) in certain  distributions  with respect to the Trust Estate,
consisting  primarily of the Grantor Trust  Certificate,  created by Residential
Funding  Mortgage  Securities II, Inc. The Trust (as defined herein) was created
pursuant to a Trust Agreement,  dated as of December __, 2002 and an Amended and
Restated  Owner  Trust  Agreement,  dated as  specified  above (as  amended  and
supplemented  from  time to time,  the  "Agreement")  between  the  Company  and
Wilmington  Trust  Company,  as owner trustee (the "Owner  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  Certificate  is issued  under  and is  subject  to the  terms,
provisions and conditions


                                                A-3

<PAGE>



of the Agreement, to which Agreement the Holder of this 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 (the "Payment Date"),  commencing on the
first Payment Date specified above, to the Person in whose name this 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 (the "Record Date"),
in an amount equal to the pro rata portion evidenced by this Certificate  (based
on the  Certificate  Percentage  Interest  stated  on the  face  hereon)  of the
Certificate Distribution Amount, if any, required to be distributed to Holder of
Certificate on such Payment Date. Distributions on this Certificate will be made
as provided in the Agreement by the Certificate Paying Agent by wire transfer or
check  mailed to the  Certificateholder  of record in the  Certificate  Register
without the  presentation or surrender of this  Certificate or the making of any
notation hereon.

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

               No transfer of this Certificate will be made unless such transfer
is exempt from the  registration  requirements of the Securities Act of 1933, as
amended,  and any applicable state securities laws or is made in accordance with
said Act and  laws.  In the  event  that  such a  transfer  is to be  made,  the
Certificate  Registrar  or the Company  shall  require  either (i) an opinion of
counsel acceptable to and in form and substance  satisfactory to the Certificate
Registrar  and  the  Company  that  such  transfer  is  exempt  (describing  the
applicable  exemption and the basis  therefor) from or is being made pursuant to
the registration  requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state or (ii) an investment letter executed by the
Transferee in the form described in the Agreement and which investment letter or
Opinion of Counsel shall not be at the expense of the Trust,  the Owner Trustee,
the Certificate  Registrar or the Company.  The Holder hereof desiring to effect
such transfer shall,  and does hereby agree to,  indemnify the Trust,  the Owner
Trustee, the Company, the Master Servicer and the Certificate  Registrar against
any liability that may result if the transfer is not so exempt or is not made in
accordance  with  such  federal  and state  laws.  In  connection  with any such
transfer,  the Certificate  Registrar (unless otherwise directed by the Company)
will also require either (i) a representation  letter,  in the form described in
the Agreement,  stating that the transferee is not an employee  benefit or other
plan  subject  to the  prohibited  transaction  restrictions  or  the  fiduciary
responsibility  requirements of ERISA or Section 4975 of the Code ("Plan"),  any
person acting, directly or indirectly,  on behalf of any such plan or any person
using  the  "plan  assets,"  within  the  meaning  of the  Department  of  Labor
regulations   at  29   C.F.R.   ss.2510.3-101,   to  effect   such   acquisition
(collectively, a "Plan Investor") or (ii) if such transferee is a Plan Investor,
an opinion of counsel  acceptable to and in form and substance  satisfactory  to
the  Company,  the  Owner  Trustee,  the  Master  Servicer  and the  Certificate
Registrar,  to the effect  that the  purchase or holding of the  Certificate  is
permissible  under applicable law, will not constitute or result in a prohibited
transaction  under  Section  406 of  ERISA  or  Section  4975  of the  Code  (or
comparable provisions of any


                                                A-4

<PAGE>



subsequent  enactments) and will not subject the Company, the Owner Trustee, the
Master Servicer or the  Certificate  Registrar to any obligation or liability in
addition to those undertaken in the Agreement.  The B Component and the Residual
Component of this Certificate are not separately transferable.

               This Certificate is issued pursuant to a duly authorized issue of
Certificate  designated as Home Loan-Backed  Certificate of the Series specified
hereon.  All terms used in this  Certificate  which are defined in the Agreement
shall have the meanings assigned to them in the Agreement.

               The  Certificateholder,  by its  acceptance of this  Certificate,
agrees  that it will  look  solely to the funds on  deposit  in the  Certificate
Distribution  Account that have been released from the Lien of the Indenture for
payment hereunder and that neither the Owner Trustee in its individual  capacity
nor the Company is  personally  liable to the  Certificateholder  for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.

               The Holder of this  Certificate  acknowledges and agrees that its
rights to receive  distributions in respect of this Certificate are subordinated
to the rights of the  Noteholders  as  described in the  Indenture,  dated as of
January 3, 2003  between  Home Loan Trust  2002-HI5  (the  "Trust") and JPMorgan
Chase Bank, as Indenture Trustee (the "Indenture").

               The  Certificateholder,  by its  acceptance of this  Certificate,
covenants and agrees that such  Certificateholder will not at any time institute
against the Company, or join in any institution against the Company or the Trust
of, any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
proceedings,  or other  proceedings  under any  United  States  federal or state
bankruptcy or similar law in  connection  with any  obligations  relating to the
Certificate, the Notes, the Agreement or any of the Basic Documents.

               The Agreement  permits the amendment  thereof as specified below,
provided that any amendment be accompanied by an Opinion of Counsel to the Owner
Trustee to the effect that such  amendment  complies with the  provisions of the
Agreement  and will not cause the Trust to be subject to an entity level tax. If
the  purpose  of  the  amendment  is  to  correct  any  mistake,  eliminate  any
inconsistency,  cure any ambiguity or deal with any matter not covered, it shall
not be  necessary  to obtain the  consent of any Holder,  but the Owner  Trustee
shall be furnished  with a letter from the Rating  Agencies  that the  amendment
will not result in the  downgrading or withdrawal of the rating then assigned to
any Security.  If the purpose of the  amendment is to prevent the  imposition of
any federal or state  taxes at any time that any  Security  is  outstanding,  it
shall not be  necessary  to obtain  the  consent  of the  Holder,  but the Owner
Trustee  shall be furnished  with an Opinion of Counsel  that such  amendment is
necessary  or  helpful  to  prevent  the  imposition  of such  taxes  and is not
materially  adverse to the Holder.  If the purpose of the amendment is to add or
eliminate or change any provision of the  Agreement,  other than as specified in
the preceding two  sentences,  the amendment  shall require  either (a) a letter
from the Rating  Agencies that the amendment will not result in the  downgrading
or withdrawal of the rating then assigned to any Security, or (b) the consent of
the Certificateholder and the Indenture Trustee; provided, however, that no such
amendment  shall (i)  reduce in any  manner the amount of, or delay the time of,
payments received that are


                                                A-5

<PAGE>



required  to be  distributed  on the  Certificate  without  the  consent  of the
Certificateholder,  or (ii) reduce the aforesaid  percentage of the  Certificate
without the consent of the Holder of the Certificate.

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

               The  Certificate is issuable only in minimum  denominations  of a
100% Certificate Percentage Interest.

               The  Certificate is intended to be a certificated  security under
Article  8 of the UCC of the  State  of New  York and  under  the  corresponding
provisions of the UCC of any other State that may be applicable.

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

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

               This Certificate shall be governed by and construed in accordance
with the laws of the State of Delaware.

               The  obligations  created  by the  Agreement  in  respect  of the
Certificate  and the Trust created  thereby shall terminate upon the earliest of
(i) the final  distribution  of all moneys or other  property or proceeds of the
Trust Estate in accordance  with the terms of the  Indenture and the  Agreement,
(ii) the  Payment  Date in  ____________  or (iii) the  purchase  by the  Master
Servicer of the Grantor  Trust  Certificate  pursuant to Section  8.08(a) of the
Servicing Agreement.

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




                                                A-6

<PAGE>



               IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and
not in its individual capacity, has caused this Certificate to be duly executed.

                                HOME LOAN TRUST 2002-HI5

                                by     WILMINGTON TRUST COMPANY,
                                       not in its individual capacity but solely
                                       as Owner Trustee


                                Dated: ______________________________
                                       Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within mentioned Agreement.

WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee

By:     ______________________________
        Authorized Signatory

or       ______________________________,
        as Authenticating Agent of the Trust

By:     ______________________________
        Authorized Signatory



                                                A-7

<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   Certificate,   and  all  rights  thereunder,   hereby  irrevocably
constituting and appointing

-----------------------------------------------------------------------------
to transfer said  Certificate on the books of the  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  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.



                                                A-8

<PAGE>



                                     DISTRIBUTION INSTRUCTIONS

        The assignee  should  include the following for the  information  of the
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)


                                                A-9

<PAGE>



                                             EXHIBIT B

                                      TO THE TRUST AGREEMENT

                                       CERTIFICATE OF TRUST

                                                OF

                                     HOME LOAN TRUST 2002-HI5

     THIS  Certificate  of Trust of HOME LOAN TRUST  2002-HI5  (the  "Trust") is
being  duly  executed  and filed on behalf of the Trust by the  undersigned,  as
trustee,  to form a statutory  trust under the Delaware  Statutory Trust Act (12
Del. C.ss.3801 et seq.) (the "Act").

     1. Name.  The name of the  statutory  trust formed by this  Certificate  of
Trust is HOME LOAN TRUST 2002-HI5.

     2. Delaware  Trustee.  The name and business  address of the trustee of the
Trust  in  the  State  of  Delaware  are  ________________,  __________________,
______________, Delaware ___________.

     3.  Effective  Date.  This  Certificate  of Trust shall be  effective  upon
filing.

        IN WITNESS  WHEREOF,  the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.


                                            [NAME OF OWNER TRUSTEE],
                                            not in its individual capacity
                                            but solely as Trustee

                                            By:    _____________________
                                                 Name:
                                                 Title:


                                                B-1

<PAGE>



                                    EXHIBIT C

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:

                  ============================================
                  ============================================

               The  undersigned  seller,  as registered  holder (the  "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

               1. In connection  with such  transfer and in accordance  with the
agreements  pursuant to which the Rule 144A Securities  were issued,  the Seller
hereby  certifies the following  facts:  Neither the Seller nor anyone acting on
its behalf has offered, transferred,  pledged, sold or otherwise disposed of the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar security to, or solicited any offer to buy or accept a transfer,  pledge
or other disposition of the Rule 144A Securities,  any interest in the Rule 144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

               2. The Buyer warrants and represents to, and covenants  with, the
Owner Trustee and the  Depositor  (as defined in the Amended and Restated  Owner
Trust  Agreement  (the  "Agreement"),  dated  as  of  January  3,  2003  between
Residential  Funding  Mortgage  Securities II, Inc., as Depositor and Wilmington
Trust  Company as Owner  Trustee  pursuant to Section 3.05 of the  Agreement and
JPMorgan Chase Bank as indenture trustee, as follows:

               a. The Buyer  understands  that the Rule 144A Securities have not
          been  registered  under  the  1933 Act or the  securities  laws of any
          state.

                      b. The Buyer considers itself a substantial, sophisticated
        institutional investor having such knowledge and experience in financial
        and  business  matters that it is capable of  evaluating  the merits and
        risks of investment in the Rule 144A Securities.



                                                C-1

<PAGE>



                      c. The  Buyer  has  been  furnished  with all  information
        regarding  the  Rule  144A  Securities  that it has  requested  from the
        Seller, the Indenture Trustee, the Owner Trustee or the Master Servicer.

                      d.  Neither the Buyer nor anyone  acting on its behalf has
        offered,  transferred,  pledged,  sold or otherwise disposed of the Rule
        144A  Securities,  any interest in the Rule144A  Securities or any other
        similar security to, or solicited any offer to buy or accept a transfer,
        pledge or other disposition of the Rule 144A Securities, any interest in
        the  Rule  144A  Securities  or any  other  similar  security  from,  or
        otherwise  approached  or  negotiated  with  respect  to the  Rule  144A
        Securities,  any  interest  in the Rule  144A  Securities  or any  other
        similar  security  with,  any person in any manner,  or made any general
        solicitation by means of general  advertising or in any other manner, or
        taken any other action, that would constitute a distribution of the Rule
        144A Securities  under the 1933 Act or that would render the disposition
        of the Rule 144A  Securities a violation of Section 5 of the 1933 Act or
        require  registration  pursuant  thereto,  nor  will it act,  nor has it
        authorized  or will it authorize  any person to act, in such manner with
        respect to the Rule 144A Securities.

                      e. The Buyer is a "qualified  institutional buyer" as that
        term is defined in Rule144A under the 1933 Act and has completed  either
        of the forms of  certification to that effect attached hereto as Annex 1
        or  Annex 2. The  Buyer  is aware  that the sale to it is being  made in
        reliance on Rule 144A.  The Buyer is acquiring the Rule 144A  Securities
        for its own  account or the  accounts of other  qualified  institutional
        buyers, understands that such Rule144A Securities may be resold, pledged
        or  transferred  only  (i)  to a  person  reasonably  believed  to  be a
        qualified  institutional buyer that purchases for its own account or for
        the account of a qualified  institutional  buyer to whom notice is given
        that the  resale,  pledge or  transfer is being made in reliance on Rule
        144A, or (ii) pursuant to another exemption from registration  under the
        1933 Act.

               3. The Buyer represents that:

(i)     either (a) or (b) is satisfied, as marked below:

               ____ a.  The  Buyer is not an  employee  benefit  or  other  plan
subject to the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA"),or  Section 4975 of the Internal Revenue Code of 1986 (the "Code"),  a
Person acting, directly or indirectly,  on behalf of any such plan or any Person
acquiring such  Certificates  with "plan assets" of a Plan within the meaning of
the Department of Labor  regulation  promulgated at29 C.F.R.  ss.2510.3-101  and
will provide a certification  in the form of Exhibit G to the Trust Agreement to
that effect; or

               ____ b. The Buyer will provide the Depositor,  the Owner Trustee,
the   Certificate   Registrar  and  the  Master  Servicer  with  an  opinion  of
counsel,satisfactory  to the  Depositor,  the  Owner  Trustee,  the  Certificate
Registrar and the Master  Servicer,  to the effect that the purchase and holding
of a Certificate  by or on behalf of the Buyer is permissible  under  applicable
law, will not constitute or result in a prohibited transaction under Section 406
of ERISA or Section 4975 of the Code (or comparable


                                                C-2

<PAGE>



provisions of any subsequent enactments) and will not subject the Depositor, the
Owner  Trustee,  the  Certificate  Registrar  or  the  Master  Servicer  to  any
obligation or liability  (including  liabilities  under ERISA or Section 4975 of
the Code) in addition to those undertaken in the Trust Agreement,  which opinion
of counsel  shall not be an expense of the  Depositor,  the Owner  Trustee,  the
Certificate Registrar or the Master Servicer; and

        (ii) the Buyer is familiar with the prohibited transaction  restrictions
        and  fiduciary  responsibility  requirements  of Sections 406 and 407 of
        ERISA  and  Section  4975 of the Code and  understands  that each of the
        parties to which this certification is made is relying and will continue
        to rely on the statements made in this paragraph 3.

               4. This document may be executed in one or more  counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same document.

               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
document as of the date set forth below.

--------------------------                         --------------------------
Print Name of Seller                               Print Name of Buyer

By:     ____________________                       By:    ____________________
        Name:                                                    Name:
        Title:                                            Title:

Taxpayer Identification:                           Taxpayer Identification:

No.     ____________________                       No.    ____________________
Date:   ____________________                       Date:  ____________________



                                                C-3

<PAGE>



                              ANNEX 1 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

        The undersigned  hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated  below,  the undersigned is the President,  Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

        2. In connection with purchases by the Buyer,  the Buyer is a "qualified
institutional  buyer" as that term is defined in Rule 144A under the  Securities
Act of 1933  ("Rule  144A")  because (i) the Buyer  owned  and/or  invested on a
discretionary  basis  $______________________  (1) in securities (except for the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.

        ___    Corporation,  etc. The Buyer is a corporation (other than a bank,
               savings   and   loan   association   or   similar   institution),
               Massachusetts  or  similar  statutory  trust,   partnership,   or
               charitable  organization  described  in Section  501(c)(3) of the
               Internal Revenue Code.

        ___    Bank.  The Buyer (a) is a national  bank or  banking  institution
               organized under the laws of any State,  territory or the District
               of Columbia,  the business of which is substantially  confined to
               banking and is  supervised  by the State or  territorial  banking
               commission or similar official or is a foreign bank or equivalent
               institution,  and  (b)  has an  audited  net  worth  of at  least
               $25,000,000  as  demonstrated  in  its  latest  annual  financial
               statements, a copy of which is attached hereto.









______________
(1) Buyer must own and/or invest on a discretionary  basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least$10,000,000 in securities.


                                                C-4

<PAGE>



         ___   Savings   and  Loan.   The  Buyer  (a)  is  a  savings  and  loan
               association,  building and loan  association,  cooperative  bank,
               homestead association or similar institution, which is supervised
               and examined by a State or Federal  authority having  supervision
               over any  such  institutions  or is a  foreign  savings  and loan
               association or equivalent  institution and (b) has an audited net
               worth of at  least  $25,000,000  as  demonstrated  in its  latest
               annual financial statements.

          ___  Broker-Dealer.  The  Buyer is a  dealer  registered  pursuant  to
               Section 15 of the Securities Exchange Act of 1934.

        ___    Insurance  Company.  The  Buyer  is an  insurance  company  whose
               primary  and  predominant  business  activity  is the  writing of
               insurance or the  reinsuring of risks  underwritten  by insurance
               companies  and which is subject to  supervision  by the insurance
               commissioner  or a  similar  official  or  agency  of a State  or
               territory or the District of Columbia.

        ___    State  or  Local  Plan.  The  Buyer  is a  plan  established  and
               maintained by a State, its political subdivisions,  or any agency
               or  instrumentality  of the State or its political  subdivisions,
               for the benefit of its employees.

        ___    ERISA  Plan.  The Buyer is an  employee  benefit  plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

          ___  Investment Adviser. The Buyer is an investment adviser registered
               under the Investment Advisers Act of 1940.

          ___  SBIC. The Buyer is a Small Business  Investment  Company licensed
               by the U.S. Small Business Administration under Section 301(c) or
               (d) of the Small Business Investment Act of 1958.

          ___  Business Development Company. The Buyer is a business development
               company  as  defined  in  Section  202(a)(22)  of the  Investment
               Advisers Act of 1940.

        ___    Trust Fund.  The Buyer is a trust fund whose trustee is a bank or
               trust company and whose  participants  are  exclusively (a) plans
               established   and   maintained   by  a   State,   its   political
               subdivisions,  or any agency or  instrumentality  of the State or
               its political subdivisions,  for the benefit of its employees, or
               (b) employee  benefit  plans within the meaning of Title I of the
               Employee  Retirement  Income  Security Act of 1974,  but is not a
               trust fund that includes as  participants  individual  retirement
               accounts or H.R. 10 plans.

        3. The term  "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer,  (ii) securities that are part of
an unsold  allotment to or  subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit,  (iv) loan participations,
(v)


                                                C-5

<PAGE>



repurchase  agreements,  (vi)  securities  owned  but  subject  to a  repurchase
agreement and (vii) currency, interest rate and commodity swaps.

        4. For purposes of determining the aggregate  amount of securities owned
and/or invested on a discretionary  basis by the Buyer,  the Buyer used the cost
of such  securities  to the  Buyer  and did not  include  any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

        5.  The  Buyer  acknowledges  that it is  familiar  with  Rule  144A and
understands  that the  seller to it and other  parties  related to the Rule 144A
Securities are relying and will continue to rely on the  statements  made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

___     ___    Will the Buyer be purchasing the Rule 144A
Yes     No     Securities only for the Buyer's own account?

        6. If the answer to the  foregoing  question is "no",  the Buyer  agrees
that,  in connection  with any purchase of securities  sold to the Buyer for the
account of a third party  (including  any separate  account) in reliance on Rule
144A,  the Buyer will only purchase for the account of a third party that at the
time is a "qualified  institutional  buyer"  within the meaning of Rule 144A. In
addition,  the Buyer  agrees that the Buyer will not purchase  securities  for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

        7. The Buyer will notify each of the parties to which this certification
is made of any changes in the  information and  conclusions  herein.  Until such
notice is given,  the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
                                            -----------------------------
                               Print Name of Buyer

                                            By:    _______________________
                                      Name:
                                     Title:

                                            Date:  _______________________


                                                C-6

<PAGE>



                              ANNEX 2 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

               The  undersigned  hereby  certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

               1. As indicated  below,  the undersigned is the President,  Chief
Financial  Officer or Senior Vice  President  of the Buyer or, if the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a  Family  of
Investment Companies (as defined below), is such an officer of the Adviser.

               2.  In  connection  with  purchases  by  Buyer,  the  Buyer  is a
"qualified institutional buyer"as defined in SEC Rule 144A because (i) the Buyer
is an investment  company  registered under the Investment  Company Act of 1940,
and (ii) as marked below,  the Buyer alone,  or the Buyer's Family of Investment
Companies,  owned at least  $100,000,000 in securities  (other than the excluded
securities  referred to below) as of the end of the Buyer's  most recent  fiscal
year. For purposes of determining the amount of securities owned by the Buyer or
the Buyer's  Family of Investment  Companies,  the cost of such  securities  was
used.

        ____   The Buyer owned  $___________________  in securities  (other than
               the excluded  securities  referred to below) as of the end of the
               Buyer's most recent fiscal year (such amount being  calculated in
               accordance with Rule 144A).

        ____   The Buyer is part of a Family of Investment Companies which owned
               in the aggregate  $______________  in securities  (other than the
               excluded  securities  referred  to  below)  as of the  end of the
               Buyer's most recent fiscal year (such amount being  calculated in
               accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
two or more  registered  investment  companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

               4. The term  "securities"  as used  herein  does not  include (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.

     5. The Buyer is familiar  with Rule 144A and  understands  that each of the
parties to which this  certification  is made are relying  and will  continue to
rely on the statements made herein because


                                                C-7

<PAGE>



one or more sales to the Buyer will be in  reliance on Rule 144A.  In  addition,
the Buyer will only purchase for the Buyer's own account.

               6. The undersigned  will notify each of the parties to which this
certification is made of any changes in the information and conclusions  herein.
Until such notice,  the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this  certification by the undersigned as of the date of such
purchase.


-----------------------------
Print Name of Buyer

By:     _______________________
        Name:
        Title:

IF AN ADVISER:

-----------------------------
Print Name of Buyer

Date:   _______________________


                                                C-8

<PAGE>



                                             EXHIBIT D

                              FORM OF INVESTOR REPRESENTATION LETTER

                                         ___________, 20__

Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention: Capital Markets Fiduciary Services

                      Re:    Home Loan-Backed Certificates
                             Series 2002-HI5

Ladies and Gentlemen:

               __________________  (the  "Purchaser")  intends to purchase  from
(the "Seller") a ___% Certificate  Percentage Interest of Certificates of Series
2002-HI5 (the "Certificates"), issued pursuant to the Amended and Restated Owner
Trust  Agreement  (the "Trust  Agreement"),  dated as of January 3, 2003 between
Residential Funding Mortgage Securities II, Inc. as depositor (the"Company") and
Wilmington  Trust  Company,   as  owner  trustee  (the  "Owner   Trustee"),   as
acknowledged  and agreed by JPMorgan  Chase Bank as Certificate  Registrar.  All
terms used herein and not otherwise defined shall have the meanings set forth in
the Trust Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company and the Certificate Registrar that:

                      1. The  Purchaser  understands  that (a) the  Certificates
               have not been and will not be registered  or qualified  under the
               Securities  Act of  1933,  as  amended  (the"Act")  or any  state
               securities law, (b) the Company is not required to so register or
               qualify the Certificates, (c) the Certificates may be resold only
               if registered and qualified pursuant to the provisions of the Act
               or  any  state  securities  law,  or if an  exemption  from  such
               registration  and  qualification  is  available,  (d)  the  Trust
               Agreement  contains  restrictions  regarding  the transfer of the
               Certificates and (e) the  Certificates  will bear a legend to the
               foregoing effect.

                      2. The Purchaser is acquiring the Certificates for its own
               account for investment only and not with a view to or for sale in
               connection with any distribution thereof in any manner that would
               violate the Act or any applicable state securities laws.


                                                D-1

<PAGE>



                      3.  The  Purchaser  is  (a) a  substantial,  sophisticated
               institutional  investor  having such  knowledge and experience in
               financial  and  business  matters,  and, in  particular,  in such
               matters related to securities  similar to the Certificates,  such
               that  it is  capable  of  evaluating  the  merits  and  risks  of
               investment  in the  Certificates,  (b) able to bear the  economic
               risks  of such an  investment  and (c) an  "accredited  investor"
               within the  meaning of Rule  501(a)  promulgated  pursuant to the
               Act.

                      4. The Purchaser has been  furnished  with, and has had an
               opportunity  to  review  (a) [a  copy  of the  Private  Placement
               Memorandum, dated ___________, 20__, relating to the Certificates
               (b)] a copy  of the  Trust  Agreement  and  [b]  [c]  such  other
               information  concerning  the  Certificates,   the  Grantor  Trust
               Certificate  and  the  Company  as  has  been  requested  by  the
               Purchaser  from the  Company or the Seller and is relevant to the
               Purchaser's decision to purchase the Certificates.  The Purchaser
               has had any  questions  arising from such review  answered by the
               Company or the Seller to the  satisfaction of the Purchaser.  [If
               the Purchaser did not purchase the  Certificates  from the Seller
               in connection with the initial  distribution of the  Certificates
               and was provided with a copy of the Private Placement  Memorandum
               (the  "Memorandum")  relating to the original sale (the "Original
               Sale")  of  the  Certificates  by  the  Company,   the  Purchaser
               acknowledges  that  such  Memorandum  was  provided  to it by the
               Seller,  that the  Memorandum  was prepared by the Company solely
               for use in connection  with the Original Sale and the Company did
               not  participate  in or facilitate in any way the purchase of the
               Certificates by the Purchaser from the Seller,  and the Purchaser
               agrees  that it will  look  solely to the  Seller  and not to the
               Company with respect to any damage,  liability,  claim or expense
               arising out of, resulting from or in connection with (a) error or
               omission,  or  alleged  error  or  omission,   contained  in  the
               Memorandum, or (b) any information,  development or event arising
               after the date of the Memorandum.]

                      5.  The  Purchaser  has  not  and  will  not  nor  has  it
               authorized or will it authorize any person to (a) offer,  pledge,
               sell,  dispose of or  otherwise  transfer  the  Certificate,  any
               interest in the Certificate or any other similar  security to any
               person in any manner, (b) solicit any offer to buy or to accept a
               pledge,  disposition  of other transfer of the  Certificate,  any
               interest in the  Certificate  or any other similar  security from
               any person in any manner,  (c)  otherwise  approach or  negotiate
               with respect to the Certificate,  any interest in the Certificate
               or any other similar security with any person in any manner,  (d)
               make any general  solicitation by means of general advertising or
               in any other manner or (e) take any other action, that (as to any
               of (a) through (e) above) would  constitute a distribution of the
               Certificate  under the Act, that would render the  disposition of
               the  Certificate a violation of Section 5 of the Act or any state
               securities   law,   or  that  would   require   registration   or
               qualification  pursuant  thereto.  The Purchaser will not sell or
               otherwise transfer any of the Certificates,  except in compliance
               with the provisions of the Trust Agreement.

                      6.     The Purchaser represents:



                                                D-2

<PAGE>



(i) that either (a) or (b) is satisfied, as marked below:

               ____ a. The  Purchaser  is not an employee  benefit or other plan
subject to the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA"),  or Section 4975 of the Internal Revenue Code of 1986 (the "Code"), a
Person acting, directly or indirectly,  on behalf of any such plan or any Person
acquiring such  Certificates  with "plan assets" of a Plan within the meaning of
the Department of Labor regulation  promulgated at 29 C.F.R.  ss.2510.3-101  and
will provide a certification  in the form of Exhibit G to the Trust Agreement to
that effect; or

               ____ b. The  Purchaser  will  provide  the  Depositor,  the Owner
Trustee,  the  Certificate  Registrar and the Master Servicer with an opinion of
counsel,  satisfactory  to the  Depositor,  the Owner Trustee,  the  Certificate
Registrar and the Master  Servicer,  to the effect that the purchase and holding
of a  Certificate  by or  on  behalf  of  the  Purchaser  is  permissible  under
applicable law, will not constitute or result in a prohibited  transaction under
Section 406 of ERISA or Section 4975 of the Code (or  comparable  provisions  of
any  subsequent  enactments)  and will not  subject  the  Depositor,  the  Owner
Trustee,  the Certificate  Registrar or the Master Servicer to any obligation or
liability  (including  liabilities  under ERISA or Section  4975 of the Code) in
addition to those  undertaken in the Trust  Agreement,  which opinion of counsel
shall not be an expense of the  Depositor,  the Owner Trustee,  the  Certificate
Registrar or the Master Servicer; and

(ii) the Purchaser is familiar with the prohibited transaction  restrictions and
fiduciary  responsibility  requirements  of  Sections  406 and 407 of ERISA  and
Section 4975 of the Code and understands  that each of the parties to which this
certification  is made is relying and will  continue  to rely on the  statements
made in this paragraph 6.

     7. The Purchaser is acquiring the Certificate for its own behalf and is not
acting as agent or custodian for any other person or entity in  connection  with
such acquisition;

     8. The Purchaser is not a non-United  States person for federal  income tax
purposes.


                                                   Very truly yours,

                                                   ___________________________

                                                   By:    ____________________
                                                          Name:
                                                          Title:


                                                D-3

<PAGE>



                                             EXHIBIT E

                             FORM OF TRANSFEROR REPRESENTATION LETTER

                                         __________, 20__



Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Attention: Capital Markets Fiduciary Services

                      Re:    Home Loan-Backed Certificates
                             Series 2002-HI5

Ladies and Gentlemen:

               ____________________  (the "Purchaser")  intends to purchase from
(the "Seller") a ___% Certificate  Percentage Interest of Certificates of Series
2002-HI5 (the "Certificates"), issued pursuant to the Amended and Restated Trust
Agreement  (the  "Trust  Agreement"),  dated  as  of  January  3,  2003  between
Residential  Funding  Mortgage  Securities II, Inc. as depositor (the "Company")
and  Wilmington  Trust  Company,  as owner  trustee  (the "Owner  Trustee"),  as
acknowledged  and agreed by JPMorgan  Chase Bank as Certificate  Registrar.  All
terms used herein and not otherwise defined shall have the meanings set forth in
the Trust Agreement.  The Seller hereby  certifies,  represents and warrants to,
and covenants with, the Company and the Certificate Registrar that:

     Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)  offered,
pledged,  sold,  disposed  of or  otherwise  transferred  the  Certificate,  any
interest in the  Certificate or any other similar  security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of the Certificate,  any interest in the Certificate or any other
similar security from any person in any manner, (c) has otherwise  approached or
negotiated with respect to the  Certificate,  any interest in the Certificate or
any other  similar  security  with any  person in any  manner,  (d) has made any
general  solicitation by means of general advertising or in any other manner, or
(e) has taken any other action,  that (as to any of (a) through (e) above) would
constitute a distribution of the  Certificates  under the Securities Act of 1933
(the "Act"), that would render the disposition of the Certificate a violation of
Section  5 of the  Act or any  state  securities  law,  or  that  would  require
registration or qualification pursuant thereto. The


                                                E-1

<PAGE>



Seller  will not act,  in any manner set forth in the  foregoing  sentence  with
respect to the  Certificate.  The Seller has not and will not sell or  otherwise
transfer any of the  Certificates,  except in compliance  with the provisions of
the Trust Agreement.

                                                   Very truly yours,

                                                   ___________________________
                                                          (Seller)

                                                   By:    ____________________
                                                          Name:
                                                          Title:


                                                E-2

<PAGE>



                                    EXHIBIT F

                                    RESERVED




                                       F-1

<PAGE>



                                    EXHIBIT G

                       FORM OF ERISA REPRESENTATION LETTER

                                    _____________, 20__


Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437

[CERTIFICATE REGISTRAR]

                      Re:    Residential Funding Mortgage Securities II, Inc.
                 Home Loan-Backed Certificates, Series 2002-HI5

Dear Sirs:

               __________________________________  (the "Transferee") intends to
acquire  from   _____________________  (the  "Transferor")  a  ___%  Certificate
Percentage Interest of Residential Mortgage Securities II, Inc. Home Loan-Backed
Certificates,  Series  2002-HI5  (the  "Certificates"),  issued  pursuant  to an
Amended and Restated Owner Trust Agreement (the "Trust Agreement") dated January
3, 2003 among  Residential  Funding  Mortgage  Securities II, Inc., as depositor
(the  "Depositor")  and  Wilmington  Trust  Company,   as  trustee  (the  "Owner
Trustee").  Capitalized  terms used herein and not otherwise  defined shall have
the meanings assigned thereto in the Trust Agreement.

               The Transferee hereby certifies,  represents and warrants to, and
covenants with, the Depositor,  the Owner Trustee, the Certificate Registrar and
the Master Servicer that:

               (1) The  Certificates (i) are not being acquired by, and will not
        be  transferred  to, any  employee  benefit  plan  within the meaning of
        section 3(3) of the Employee  Retirement Income Security Act of 1974, as
        amended ("ERISA") or other retirement arrangement, including individual


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        retirement  accounts  and  annuities,  Keogh  plans and bank  collective
        investment funds and insurance  company general or separate  accounts in
        which such plans, accounts or arrangements are invested, that is subject
        to Section 406 of ERISA or Section 4975 of the Internal  Revenue Code of
        1986 (the "Code") (any of the foregoing,  a "Plan"),  (ii) are not being
        acquired  with  "plan  assets"  of a  Plan  within  the  meaning  of the
        Department of Labor ("DOL")  regulation,  29 C.F.R. ss. 2510.3- 101, and
        (iii) will not be  transferred  to any Plan or any entity that is deemed
        to be investing in plan assets within the meaning of the DOL regulation,
        29 C.F.R.  ss.  2510.3-101;  and (2) The Transferee is familiar with the
        prohibited   transaction   restrictions  and  fiduciary   responsibility
        requirements  of Sections  406 and 407 of ERISA and Section  4975 of the
        Code  and   understands   that  each  of  the   parties  to  which  this
        certification  is made  is  relying  and  will  continue  to rely on the
        statements made herein.

                                                   Very truly yours,

                                                   _____________________________

                                                   By:    ______________________
                                                          Name:
                                                          Title:



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