EXHIBIT 4.4





                RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

                                  as Depositor



                                       and



                            WILMINGTON TRUST COMPANY

                                as Owner Trustee


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


                      AMENDED AND RESTATED TRUST AGREEMENT

                         Dated as of September 27, 2001

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



                      Home Equity Loan-Backed Certificates,
                                 Series 2001-HS3




<PAGE>
<TABLE>
<CAPTION>


                                Table of Contents

Section                                                                                 Page
                                       ARTICLE 1
                                      Definitions

<S>     <C>                                                                                <C>
Section 1.01.     Definitions...............................................................1
Section 1.02.     Other Definitional Provisions.............................................1

                                      ARTICLE II
                                     Organization

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 Owner Trust Estate........................3
Section 2.06.     Declaration of Trust......................................................3
Section 2.07.     Liability of the Holders of the Certificates..............................4
Section 2.08.     Title to Trust Property...................................................4
Section 2.09.     Situs of Trust............................................................4
Section 2.10.     Representations and Warranties of the Depositor...........................5
Section 2.11.     Payment of Trust Fees.....................................................5

                                      ARTICLE III
                   Conveyance Of The Home Equity Loans; Certificates

Section 3.01.     Conveyance of The Home Equity Loans.......................................5
Section 3.02.     Initial Ownership.........................................................6
Section 3.03.     The Certificates..........................................................6
Section 3.04.     Authentication of Certificates............................................6
Section 3.05.     Registration of and Limitations on Transfer And Exchange of
                  Certificates..............................................................7
Section 3.06.     Mutilated, Destroyed, Lost or Stolen Certificates........................12
Section 3.07.     Persons Deemed Certificateholders........................................13
Section 3.08.     Access to List of Certificateholders' Names And Addresses................13
Section 3.09.     Maintenance of Office or Agency..........................................13
Section 3.10.     Certificate Paying Agent.................................................13
Section 3.11.     Cooperation..............................................................14
Section 3.12.     Additional Certificate Security Balances Upon Issuance of Capped
                  Funding Notes............................................................15
Section 3.13.     Subordination............................................................16
Section 3.14.     No Priority Among Certificates...........................................16

                                      ARTICLE IV
                         Authority And Duties Of Owner Trustee

Section 4.01.     General Authority........................................................16
Section 4.02.     General Duties...........................................................16
Section 4.03.     Action Upon Instruction..................................................16
Section 4.04.     No Duties Except as Specified Under Specified Documents or In
                  Instructions.............................................................17
Section 4.05.     Restrictions.............................................................17
Section 4.06.     Prior Notice To Certificateholders and The Credit Enhancer With
                  Respect To Certain Matters...............................................18
Section 4.07.     Action by Certificateholders with Respect to Certain Matters.............18
Section 4.08.     Action By Certificateholders with Respect to Bankruptcy..................19
Section 4.09.     Restrictions on Certificateholders' Power................................19
Section 4.10.     Majority Control.........................................................19
Section 4.11.     Doing Business In Other Jurisdictions....................................19
Section 4.11.     Removal of Home Equity Loans.............................................19

                                       ARTICLE V
                              Application Of Trust Funds

Section 5.01.     Distributions............................................................20
Section 5.02.     Method Of Payment........................................................21
Section 5.03.     Signature On Returns.....................................................22
Section 5.04.     Statements To Certificateholders.........................................22
Section 5.05.     Tax Reporting............................................................22

                                      ARTICLE VI
                             Concerning The Owner Trustee

Section 6.01.     Acceptance of Trusts And Duties..........................................22
Section 6.02.     Furnishing of Documents..................................................23
Section 6.03.     Representations and Warranties...........................................24
Section 6.04.     Reliance; Advice of Counsel..............................................24
Section 6.05.     Not Acting in Individual Capacity........................................25
Section 6.06.     Owner Trustee Not Liable for Certificates or Related Documents...........25
Section 6.07.     Owner Trustee May Own Certificates and Notes.............................25

                                      ARTICLE VII
                             Compensation Of Owner Trustee

Section 7.01.     Owner Trustee's Fees And Expenses........................................26
Section 7.02.     Indemnification..........................................................26

                                     ARTICLE VIII
                            Termination of Trust Agreement

Section 8.01.     Termination of Trust Agreement...........................................27
Section 8.02.     Additional Termination Requirements......................................28

                                      ARTICLE IX
                Successor Owner Trustees and Additional Owner Trustees

Section 9.01.     Eligibility Requirements for Owner Trustee...............................29
Section 9.02.     Replacement of Owner Trustee.............................................29
Section 9.03.     Successor Owner Trustee..................................................29
Section 9.04.     Merger or Consolidation of Owner Trustee.................................30
Section 9.05.     Appointment of Co-Trustee or Separate Trustee............................30

                                       ARTICLE X
                                     Miscellaneous

Section 10.01.    Amendments...............................................................31
Section 10.02.    No Legal Title to Owner Trust Estate.....................................33
Section 10.03.    Limitations on Rights of Others..........................................33
Section 10.04.    Notices..................................................................33
Section 10.05.    Severability.............................................................34
Section 10.06.    Separate Counterparts....................................................34
Section 10.07.    Successors and Assigns...................................................34
Section 10.08.    No Petition..............................................................34
Section 10.09.    No Recourse..............................................................34
Section 10.10.    Headings.................................................................34
Section 10.11.    Governing Law............................................................35
Section 10.12.    Integration..............................................................35
Section 10.13.    Rights of Credit Enhancer to Exercise Rights of Certificateholders.......35

Signatures

EXHIBIT

Exhibit A - ...Form of Class SB Certificate                               A-1
Exhibit B - ...Certificate of Trust of Home Equity Loan Trust 2001-HS3    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 - ...Form of Certificate of Non-Foreign Status                  F-1
Exhibit G - ...Form of ERISA Representation Letter                        G-1
Exhibit H - Form of Representation Letter                                 H-1
Exhibit I  -  .Form of Class R Certificates                               I-1
Exhibit J-1  - Form of Transfer Affidavit and Agreement                 J-1-1
Exhibit J-2  - Form of Transferor Certificate                           J-2-1

</TABLE>
<PAGE>

        This Amended and Restated  Trust  Agreement,  dated as of September  27,
2001 (as amended from time to time, this "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 a trust
agreement  dated as of September 25, 2001, in connection with the formation of a
Delaware business 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 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  September 27, 2001
(the "Indenture"),  between Home Equity Loan Trust 2001-HS3,  as issuer, and The
Chase Manhattan 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 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  Trust  Agreement  and in any  certificate  or other
document  made or delivered  pursuant  hereto or thereto,  accounting  terms not
defined in this Trust  Agreement or in any such  certificate or other  document,
and  accounting  terms  partly  defined in this 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 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 Trust  Agreement or in any such  certificate  or
other document shall control.

        (c) The words  "hereof,"  "herein,"  "hereunder"  and  words of  similar
import when used in this Trust  Agreement shall refer to this Trust Agreement as
a whole and not to any particular  provision of this Trust  Agreement;  Article,


                                       1
<PAGE>

Section and Exhibit references  contained in this Trust Agreement are references
to  Articles,  Sections  and  Exhibits  in or to  this  Trust  Agreement  unless
otherwise  specified;   the  term  "including"  shall  mean  "including  without
limitation";  and the term "proceeds" shall have the meaning ascribed thereto in
the UCC.

        (d) The definitions  contained in this 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 Equity Loan Trust  2001-HS3," 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  Certificateholders
and the Depositor.

     Section 2.03. Purposes and Powers. The purpose of the Trust is to engage in
the following activities:

     (a) to issue the  Notes  pursuant  to the  Indenture  and the  Certificates
pursuant to this Trust Agreement and to sell the Notes and the Certificates;

     (b) to  purchase  the  Home  Equity  Loans  and to pay the  organizational,
start-up and transactional expenses of the Trust;

        (c) to assign, grant, transfer,  pledge and convey the Home Equity Loans
pursuant  to  the  Indenture  and  to  hold,   manage  and   distribute  to  the
Certificateholders pursuant to Section 5.01 any portion of the Home Equity Loans
released from the Lien of, and remitted to the Trust pursuant to the Indenture;

     (d) to enter into and perform its obligations  under the Basic Documents to
which it is to be a party;

        (e) 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

                                       2
<PAGE>

        (f) subject to compliance  with the Basic  Documents,  to engage in such
other activities as may be required in connection with conservation of the Owner
Trust Estate and the making of distributions to the  Certificateholders  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 or
other than as required or authorized by the terms of this Trust Agreement or the
Basic  Documents  while  any Note is  outstanding  without  the  consent  of the
Certificateholders  of  Certificates  evidencing  a  majority  of the  aggregate
Certificate  Percentage Interest of each Class of Certificates,  the Noteholders
of Notes representing a majority of the aggregate Security Balances of the Notes
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 Owner Trust Estate.  The
Depositor hereby sells, assigns, transfers,  conveys and sets over to the Trust,
as of the date hereof,  the sum of $1. In  consideration  of the delivery by the
Owner Trustee, on behalf of the Trust, of the Securities to the Depositor or its
designee, upon the order of the Depositor, the Owner Trustee hereby acknowledges
receipt in trust from the Depositor,  as of the Closing Date,  and  concurrently
with the execution and delivery  hereof,  the  Depositor  does hereby  transfer,
assign,  set over and  otherwise  convey to the  Trust,  without  recourse,  but
subject to the other terms and  provisions of this Trust  Agreement,  all of the
right, title and interest of the Depositor in and to the Owner Trust Estate. The
foregoing  transfer,  assignment,  set over and conveyance  does not, and is not
intended  to,  result  in a  creation  or an  assumption  by  the  Trust  of any
obligation  of the  Depositor or any other Person in  connection  with the Trust
Estate  or under  any  agreement  or  instrument  relating  thereto,  except  as
specifically set forth herein.

        The Owner Trustee,  on behalf of the Trust,  acknowledges the conveyance
to the Trust by the  Depositor,  as of the  Closing  Date,  of the  Owner  Trust
Estate,  including all right,  title and interest of the Depositor in and to the
Owner Trust Estate.  Concurrently with such conveyance and in exchange therefor,
the Trust has pledged the Trust Estate to the Indenture Trustee and has executed
the  Certificates  and the Notes and caused  them to be duly  authenticated  and
delivered.

        Section 2.06.  Declaration of Trust.  The Owner Trustee hereby  declares
that it shall  hold the Owner  Trust  Estate in trust  upon and  subject  to the
conditions  set forth herein for the use and benefit of the  Certificateholders,
subject to the  obligations  of the Trust under the Basic  Documents.  It is the
intention of the parties hereto that the Trust constitute a business trust under
the  Business  Trust  Statute  and that  this  Trust  Agreement  constitute  the
governing  instrument of such business  trust.  Effective as of the date hereof,
the Owner Trustee shall have all rights,  powers and duties set forth herein and
in the Business Trust Statute with respect to accomplishing  the purposes of the
Trust. It is the intention of the parties hereto that, solely for federal, state


                                       3
<PAGE>

and local income and franchise  tax  purposes,  the Trust shall be treated as an
entity wholly owned by the Depositor or an affiliate thereof, with the assets of
the entity  being the Trust  Estate,  and the Notes being debt of the entity and
the  provisions of this Trust  Agreement  shall be  interpreted  to further this
intention.  It is the  intention of the parties  hereto that solely for federal,
state and local income and franchise  tax  purposes,  for so long as 100% of the
Class SB-II Certificates are held by a single person or entity, the Trust (other
than the portion of the Trust  constituting  the REMICs)  shall be treated as an
entity  wholly  owned by such  person or  entity,  with the assets of the entity
being  the  Trust  Estate,  and the  Notes  being  debt of the  entity,  and the
provisions  of this  Trust  Agreement  shall  be  interpreted  to  further  this
intention.  It is the  intention of the parties  hereto that,  an election to be
treated as a REMIC  ("REMIC  I") for  federal  income tax  purposes be made with
respect to the Home Equity  Loans in Loan Group I together  with the proceeds of
the Home Equity  Loans in Loan Group I and the proceeds of the Group I Policy on
deposit  in  the  Certificate   Distribution   Account,  the  Custodial  Account
(excluding the Initial Monthly  Payment Fund and the Delinquent  Reserve Amount)
and the Payment Account,  for purposes of the REMIC  Provisions.  It is also the
intention of the parties hereto that a second  election to be treated as a REMIC
be made with respect to the REMIC I Regular  Interests  ("REMIC II"). The Issuer
will provide for the  administration of REMIC I and REMIC II pursuant to Article
XI of the Indenture. If more than one person owns the Group I Certificates, then
it is the intention of the parties  hereto,  that solely for federal,  state and
local  income and  franchise  tax  purposes  the Owner  Trust,  exclusive of the
portion  of the  Owner  Trust  constituting  REMIC  I,  shall  be  treated  as a
partnership,  with  the  assets  of the  partnership  being  the  Trust  Estate,
exclusive  of the assets of REMIC I, the partners of the  partnership  being the
Group II Certificateholders and the Class II Notes being debt of the partnership
and the provisions of this 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  as  provided  by  the  original
Certificateholder 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 Certificates,  as a partnership for such tax purposes and as provided by
such holders of Certificates.

        Section 2.07. Liability of the Holders of the Certificates.  The Holders
of the  Certificates  shall be liable for any entity level taxes  imposed on the
Trust.

        Section 2.08.  Title to Trust  Property.  Legal title to the Owner 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 Owner  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.

        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.

                                       4
<PAGE>

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

               (a) 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.

               (b) 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 Trust Agreement.

               (c) The  Depositor  has the power and  authority  to execute  and
        deliver this 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  Trust  Agreement  have  been  duly
        authorized by the Depositor by all necessary corporate action.

               (d) The  consummation  of the  transactions  contemplated by this
        Trust  Agreement and the fulfillment of the terms hereof do not conflict
        with,  result in any material  breach of any of the terms and provisions
        of, or constitute  (with or without  notice or lapse of time) a material
        default under, the articles of incorporation or bylaws of the Depositor,
        or any material  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.


                                   ARTICLE III

                      Conveyance of the Home Equity Loans; Certificates

        Section  3.01.  Conveyance  of the Home  Equity  Loans.  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 Certificates and the Credit Enhancer, without recourse, all its right, title
and interest in and to the Home Equity Loans.  The  Depositor  will also provide
the Trust with the Credit Enhancement Instrument.

                                       5
<PAGE>

        The parties hereto intend that, for non-tax  purposes,  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 Home  Equity  Loans.  In the event  that,  for
non-tax  purposes,  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  Owner  Trust  Estate,  all
distributions  thereon and all proceeds thereof;  and this Trust Agreement shall
constitute a security agreement under applicable law.

        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 Home  Equity  Loans  pursuant  to Section  3.01 and the  issuance  of the
Certificates, the Depositor shall be the sole Certificateholder.

        Section 3.03.  The  Certificates.  The  Certificates  shall be issued in
minimum  denominations  of a  Certificate  Percentage  Interest of 10.0000%  and
integral  multiples  of  0.0001%  in excess  thereof;  provided,  however,  that
Certificates  may be issued in minimum  denominations  of less than  10.0000% in
accordance with the provisions of Section 3.12. The Class SB-I  Certificates and
Class SB-II  Certificates  shall be issued in  substantially  the form  attached
hereto as Exhibit A. The Class R-I Certificates and the Class R-II  Certificates
shall be issued in substantially the form attached hereto as Exhibit I.

        The  Certificates  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.  Certificates  bearing 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,
shall be validly  issued and  entitled to the  benefit of this Trust  Agreement,
notwithstanding  that such individuals or any of them shall have ceased to be so
authorized prior to the  authentication and delivery of such Certificates or did
not  hold  such  offices  at the date of  authentication  and  delivery  of such
Certificates. A Person shall become a Certificateholder and shall be entitled to
the rights and subject to the obligations of a Certificateholder  hereunder upon
such Person's acceptance of a Certificate duly registered in such Person's name,
pursuant to Section 3.05.

        A transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a  Certificateholder
hereunder upon such transferee's  acceptance of a Certificate duly registered in
such  transferee's  name pursuant to and upon satisfaction of the conditions set
forth in Section 3.05.

        Section 3.04.  Authentication  of  Certificates.  Concurrently  with the
acquisition  of the Home  Equity  Loans by the Trust,  the Owner  Trustee or the
Certificate  Paying  Agent  shall  cause  each Class of the  Certificates  in an
initial  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 authorized
denominations. No Certificate shall entitle its holder to any benefit under this
Trust  Agreement  or be valid for any purpose  unless there shall appear on such
Certificate a certificate of authentication  substantially in the form set forth


                                       6
<PAGE>

in  Exhibit  A or  Exhibit  I  hereto,  executed  by the  Owner  Trustee  or the
Certificate  Paying  Agent,  by  manual  signature;  such  authentication  shall
constitute  conclusive  evidence  that  such  Certificate  shall  have been duly
authenticated and delivered hereunder.  All Certificates shall be dated the date
of their authentication.

        Section 3.05.  Registration  of and Limitations on Transfer and Exchange
of Certificates.  (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 Certificates and
of transfers and exchanges of  Certificates  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 any  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,  one or more new  Certificates  of the same Class in
authorized   denominations  of  a  like  aggregate  amount  dated  the  date  of
authentication by the Owner Trustee or any  authenticating  agent. At the option
of a Certificateholder,  Certificates may be exchanged for other Certificates of
the same Class of  authorized  denominations  of a like  aggregate  amount  upon
surrender of the Certificates to be exchanged at the office or agency maintained
pursuant to Section 3.09.

        Every 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.   Each
Certificate  surrendered  for  registration  of transfer  or  exchange  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 Certificates, 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 Certificates.

        Except as described below, each holder of a Class SB-II Certificate or a
Class R Certificate shall establish its non-foreign  status by submitting to the
Certificate  Paying  Agent an IRS Form W-9 and the  Certificate  of  Non-Foreign
Status (in substantially the form attached hereto as Exhibit F).

        A Class SB-II Certificate or Class R Certificate may be transferred to a
Certificateholder unable to establish its non-foreign status as described in the
preceding  paragraph  only if such  Certificateholder  provides  an  Opinion  of
Counsel,  which  Opinion  of Counsel  shall not be an expense of the Trust,  the
Owner Trustee, the Certificate  Registrar or the Depositor,  satisfactory to the
Depositor  and the Credit  Enhancer,  that such transfer (1) will not affect the
tax status of the Trust and (2) will not  adversely  affect the interests of any
Certificateholder,   Noteholder  or  the  Credit  Enhancer,  including,  without
limitation,  as a  result  of  the  imposition  of  any  United  States  federal
withholding taxes on the Trust (except to the extent that such withholding taxes


                                       7
<PAGE>

would be payable solely from amounts otherwise  distributable to the Certificate
of the  prospective  transferee).  If such  transfer  occurs  and  such  foreign
Certificateholder  becomes  subject to such United  States  federal  withholding
taxes, any such taxes will be withheld by the Indenture Trustee.  Each holder of
a Class SB-II  Certificate  or a Class R  Certificate  unable to  establish  its
non-foreign  status shall submit to the  Certificate  Paying Agent a copy of its
Form W-8 and shall resubmit such Form W-8-BEN or such successor form as required
by then-applicable regulations and shall resubmit such form every three years or
with such frequency as required by then-applicable regulations.

        (b)(i) No transfer,  sale,  pledge or other disposition of a 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  (A) to either (i)  execute 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) deliver to the Certificate
Registrar  and the Depositor 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) execute a representation letter, substantially
in the form of  Exhibit  D  hereto,  and to cause the  transferor  to  execute 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 and (B)
in the case of a Class SB-II  Certificate  or Class R Certificate to execute the
Certificate of Non-Foreign  Status (in substantially the form attached hereto as
Exhibit F) acceptable to and in form and substance  reasonably  satisfactory  to
the Certificate  Registrar and the Depositor,  which certificate shall not be an
expense  of the Trust,  the Owner  Trustee,  the  Certificate  Registrar  or the
Depositor.  If the  Certificateholder  is unable to  provide  a  Certificate  of
Non-Foreign Status, the Certificateholder  must provide an Opinion of Counsel as
described in the preceding paragraph.  The Certificateholder  desiring to effect
such transfer shall,  and does hereby agree to,  indemnify the Trust,  the Owner
Trustee,  the  Certificate  Registrar,  the Master  Servicer  and the  Depositor
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.

        (ii) No transfer of Certificates  or any interest  therein shall be made
to any employee benefit plan or certain other retirement plans and arrangements,
including  individual  retirement  accounts and annuities,  Keogh plans and bank
collective  investment funds and insurance  company general or separate accounts


                                       8
<PAGE>

in which such plans, accounts or arrangements are invested,  that are subject to
ERISA, or Section 4975 of the Code  (collectively,  "Plan"),  any 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  ("Plan  Assets")
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  Certificates  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  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 Plan, any Person acting,  directly or indirectly,  on
behalf of any such Plan or any  Person  acquiring  such  Certificates  with Plan
Assets of a Plan may  provide a  certification  in the form of Exhibit G to this
Trust  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 any such Certificate by the
Depositor to an affiliate of the Depositor (in which case,  the Depositor or any
affiliate thereof 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.

        (iii) In  addition,  no transfer of a Class SB-II  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,  by having
more than 100  Certificateholders  at any time  during the  taxable  year of the
Trust,  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
Certificate.

        (iv) In  addition,  no  transfer,  sale,  assignment,  pledge  or  other
disposition  of a  Certificate  shall be made  unless  the  proposed  transferee
executes  a  representation  letter  substantially  in the form of Exhibit D, or
substantially  in the form of  Exhibit  H  hereto,  that (1) the  transferee  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 and
(2) if the  transferee is a  partnership,  grantor  trust or S  corporation  for
federal income tax purposes,  the Certificates acquired are not more than 50% of
the assets of the partnership, grantor trust or S corporation.

        (v) In  addition,  with  respect to each Class R  Certificate,  (i) Each
Person who has or who acquires any  Ownership  Interest in a Class R Certificate
shall be deemed by the acceptance or  acquisition of such Ownership  Interest to


                                       9
<PAGE>

have  agreed to be bound by the  following  provisions  and to have  irrevocably
authorized the  Certificate  Paying Agent or its designee under clause  (vii)(A)
below to deliver  payments to a Person  other than such Person and to  negotiate
the terms of any mandatory  sale under clause  (vii)(B) below and to execute all
instruments of transfer and to do all other things  necessary in connection with
any such sale. The rights of each Person  acquiring any Ownership  Interest in a
Class R Certificate are expressly subject to the following provisions:

(A)  Each  Person  holding or  acquiring  any  Ownership  Interest  in a Class R
     Certificate  shall be a Permitted  Transferee and shall promptly notify the
     Owner  Trustee  of any  change  or  impending  change  in its  status  as a
     Permitted Transferee.

(B)  In connection  with any proposed  Transfer of any  Ownership  Interest in a
     Class R Certificate,  the Certificate  Registrar shall require  delivery to
     it, and shall not register the  Transfer of any Class R  Certificate  until
     its receipt of, (I) an affidavit and  agreement (a "Transfer  Affidavit and
     Agreement,"  in the form attached  hereto as Exhibit J-1) from the proposed
     Transferee,  in form and  substance  satisfactory  to the Master  Servicer,
     representing  and  warranting,  among other things,  that it is a Permitted
     Transferee,  that it is not acquiring its Ownership Interest in the Class R
     Certificate  that is the  subject of the  proposed  Transfer  as a nominee,
     trustee or agent for any Person who is not a Permitted Transferee, that for
     so long as it retains its Ownership  Interest in a Class R Certificate,  it
     will  endeavor to remain a Permitted  Transferee,  and that it has reviewed
     the  provisions  of this Section  3.05 and agrees to be bound by them,  and
     (II) a  certificate,  in the form attached  hereto as Exhibit J-2, from the
     Certificateholder  of a Class R Certificate wishing to transfer the Class R
     Certificate,  in form and substance  satisfactory  to the Master  Servicer,
     representing  and  warranting,  among other things,  that no purpose of the
     proposed Transfer is to impede the assessment or collection of tax.

(C)  Notwithstanding  the delivery of a Transfer  Affidavit  and  Agreement by a
     proposed Transferee under clause (B) above, if a Responsible Officer of the
     Certificate  Registrar  who  is  assigned  to  this  Agreement  has  actual
     knowledge that the proposed  Transferee is not a Permitted  Transferee,  no
     Transfer of an Ownership Interest in a Class R Certificate to such proposed
     Transferee shall be effected.

(D)  Each  Person  holding or  acquiring  any  Ownership  Interest  in a Class R
     Certificate  shall agree (x) to require a Transfer  Affidavit and Agreement
     from any  other  Person  to whom  such  Person  attempts  to  transfer  its
     Ownership  Interest in a Class R  Certificate  and (y) not to transfer  its
     Ownership  Interest  unless it provides a  certificate  to the  Certificate
     Registrar in the form attached hereto as Exhibit J-2.

(E)  Each  Person  holding  or  acquiring  an  Ownership  Interest  in a Class R
     Certificate,  by  purchasing  an  Ownership  Interest in such  Certificate,


                                       10
<PAGE>

     agrees  to give  the  Certificate  Registrar  written  notice  that it is a
     "pass-through  interest  holder"  within the meaning of Temporary  Treasury
     Regulations  Section  1.67-3T(a)(2)(i)(A)  immediately  upon  acquiring  an
     Ownership  Interest  in a Class R  Certificate,  if it is, or is holding an
     Ownership  Interest in a Class R Certificate on behalf of, a  "pass-through
     interest holder."

        (vi) The Certificate Registrar will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and Agreement,
a certificate of the Certificateholder of a Class R Certificate  requesting such
transfer  in the  form  attached  hereto  as  Exhibit  G and all of  such  other
documents as shall have been reasonably required by the Certificate Registrar as
a condition  to such  registration.  Transfers  of the Class R  Certificates  to
Non-United States Persons and Disqualified  Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.

        (vii) (A) If any  Disqualified  Organization  shall become a holder of a
Class R  Certificate,  then the last  preceding  Permitted  Transferee  shall be
restored,  to the extent  permitted  by law,  to all rights and  obligations  as
Certificateholder  of a Class R Certificate  thereof  retroactive to the date of
registration  of such  Transfer  of such Class R  Certificate.  If a  Non-United
States  Person  shall  become a holder of a Class R  Certificate,  then the last
preceding  United  States Person shall be restored,  to the extent  permitted by
law, to all rights and obligations as Certificateholder of a Class R Certificate
thereof retroactive to the date of registration of such Transfer of such Class R
Certificate.  If a transfer of a Class R Certificate is disregarded  pursuant to
the provisions of Treasury  Regulations  Section  1.860E-1 or Section  1.860G-3,
then the last preceding  Permitted  Transferee shall be restored,  to the extent
permitted by law, to all rights and obligations as  Certificateholder of a Class
R Certificate  thereof  retroactive to the date of registration of such Transfer
of such  Class R  Certificate.  The  Certificate  Registrar  shall  be  under no
liability  to  any  Person  for  any  registration  of  Transfer  of a  Class  R
Certificate that is in fact not permitted by this Section 3.05 or for making any
payments due on such  Certificate  to the holder thereof or for taking any other
action with respect to such holder under the provisions of this Agreement.

               (B) If any purported  Transferee shall become a Certificateholder
        of a  Class R  Certificate  in  violation  of the  restrictions  in this
        Section 3.05 and to the extent that the  retroactive  restoration of the
        rights of the Certificateholder of such Class R Certificate as described
        in clause  (vii)(A)  above shall be invalid,  illegal or  unenforceable,
        then the Master  Servicer  shall have the right,  without  notice to the
        holder or any prior  holder of such  Class R  Certificate,  to sell such
        Class R Certificate  to a purchaser  selected by the Master  Servicer on
        such terms as the Master Servicer may choose. Such purported  Transferee
        shall  promptly   endorse  and  deliver  each  Class  R  Certificate  in
        accordance with the instructions of the Master Servicer.  Such purchaser
        may  be the  Master  Servicer  itself  or any  Affiliate  of the  Master
        Servicer.  The proceeds of such sale, net of the commissions  (which may
        include  commissions  payable to the Master Servicer or its Affiliates),
        expenses and taxes due, if any, will be remitted by the Master  Servicer
        to such purported Transferee. The terms and conditions of any sale under
        this clause  (vii)(B) shall be determined in the sole  discretion of the
        Master  Servicer,  and the  Master  Servicer  shall not be liable to any
        Person having an Ownership Interest in a Class R Certificate as a result
        of its exercise of such discretion.

                                       11
<PAGE>

               (viii) The REMIC Administrator shall make available, upon written
        request from the Internal  Revenue Service and any potentially  affected
        Person,  all  information  necessary to compute any tax imposed (A) as a
        result of the Transfer of an Ownership Interest in a Class R Certificate
        to  any  Person  who  is  a  Disqualified  Organization,  including  the
        information  regarding "excess  inclusions" of such Class R Certificates
        required  to be  provided to the  Internal  Revenue  Service and certain
        Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and
        1.860E-2(a)(5), and (B) as a result of any regulated investment company,
        real estate investment  trust,  common trust fund,  partnership,  trust,
        estate or organization  described in Section 1381 of the Code that holds
        an  Ownership  Interest  in a Class R  Certificate  having  as among its
        record   holders  at  any  time  any   Person  who  is  a   Disqualified
        Organization. Reasonable compensation for providing such information may
        be  required  by the REMIC  Administrator  before it will  provide  such
        information to any such potentially affected Person.

               (ix) The  provisions of this Section 3.05 set forth prior to this
        clause (ix) may be modified, added to or eliminated, provided that there
        shall have been delivered to the Owner Trustee the following:

                      (A) written  notification  from each Rating  Agency to the
               effect that the modification,  addition to or elimination of such
               provisions  will not cause such Rating  Agency to  downgrade  its
               then-current ratings, if any, if determined without regard to the
               Group II Policy, of any Class of the Notes below the lower of the
               then-current  rating or the rating  assigned  to such Notes as of
               the Closing Date by such Rating  Agency,  if  determined  without
               regard to the Group II Policy; and

                      (B)  subject  to Section  11.01(f)  of the  Indenture,  an
               Officers'  Certificate  of the Master  Servicer  stating that the
               Master  Servicer has received an Opinion of Counsel,  in form and
               substance  satisfactory  to the  Master  Servicer  and the Credit
               Enhancer,  to the effect that such  modification,  addition to or
               absence of such  provisions  will not cause any portion of either
               of the  REMICs to cease to  qualify as a REMIC and will not cause
               (x) any  portion  of either of the  REMICs  to be  subject  to an
               entity-level   tax  caused  by  the   Transfer  of  any  Class  R
               Certificate  to a Person that is a Disqualified  Organization  or
               (y) a  Certificateholder  or  another  Person to be  subject to a
               REMIC-related tax caused by the Transfer of a Class R Certificate
               to a Person that is not a Permitted Transferee.

        Section 3.06. Mutilated,  Destroyed, Lost or Stolen Certificates. If (i)
any mutilated 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 any Certificate and (ii) 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  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


                                       12
<PAGE>

deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen  Certificate,  a new  Certificate  of like  tenor  and  denomination.  In
connection with the issuance of any new 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 Certificate issued pursuant to this Section
3.06 shall  constitute  conclusive  evidence of  ownership  in the Trust,  as if
originally  issued,  whether or not the lost,  stolen or  destroyed  Certificate
shall be found at any time.

        Section  3.07.   Persons   Deemed   Certificateholders.   Prior  to  due
presentation of a Certificate for  registration of transfer,  the Owner Trustee,
the Certificate  Registrar or any Certificate  Paying Agent may treat the Person
in whose name any Certificate is registered in the  Certificate  Register as the
owner of such 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 Certificateholders' Names and Addresses.
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 names and addresses of the  Certificateholders as
of the most  recent  Record  Date.  Each  Holder,  by  receiving  and  holding a
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  Certificates may be surrendered for registration of
transfer or exchange and where  notices and demands to or upon the Owner Trustee
in respect of the Certificates 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 Certificateholders 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 Certificateholders from the Certificate Distribution
Account  on  behalf  of the  Trust  in  accordance  with the  provisions  of the
Certificates  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  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  Certificates  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;

                                       13
<PAGE>

               (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 Certificates;

               (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  Certificates  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 any  Certificates 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
Certificateholders  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
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 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, 6.04, 6.05, 6.06, 7.01
and 7.02 shall apply to the Certificate  Paying Agent to the extent  applicable.
Any  reference  in this Trust  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 Certificates,
from moneys on deposit in the Certificate Distribution Account.

        Section 3.11.  Cooperation.  The Owner  Trustee  shall  cooperate in all
respects  with any  reasonable  request  by the  Credit  Enhancer  for action to
preserve or enforce the Credit  Enhancer's  rights or interest  under this Trust
Agreement or the Insurance  Agreement,  consistent with this Trust Agreement and
without limiting the rights of the Certificateholders as otherwise expressly set
forth in this Trust Agreement.

                                       14
<PAGE>

        Section 3.12. Additional  Certificate Security Balances Upon Issuance of
Capped  Funding  Notes.  (a) On any date on which  Variable  Funding  Notes  are
exchanged for Capped Funding Notes pursuant to Section 4.01(d) of the Indenture,
the Security Balance of one or more Class SB-II  Certificates shall be increased
in an amount equal to the Additional  Certificate  Security  Balance as required
pursuant to the Opinion of Counsel required to be delivered  pursuant to Section
4.01(d) of the Indenture in connection  with the issuance of the Capped  Funding
Notes.  In  addition,  on any  Payment  Date on  which  the  Additional  Balance
Differential for such Payment Date if added to the aggregate Security Balance of
the Variable  Funding Notes (after  application of any principal  payments to be
made thereon on such Payment  Date) would cause the aggregate  Security  Balance
thereof  to exceed the  Maximum  Variable  Funding  Balance,  then the  Security
Balance of one or more  Certificates  shall be  increased  by the amount of such
excess.

        (b) 100.00% of the value of the Additional  Certificate Security Balance
shall be added to any Class SB-II Certificate held by the Seller or an Affiliate
thereof without the consent of the other Certificateholders; or if no such Class
SB-II  Certificate  exists,  a  new  Class  SB-II  Certificate  or  Class  SB-II
Certificates  shall be issued at the  direction  of the  Seller or an  Affiliate
thereof having in the aggregate a Security Balance equal to such 100.00% of such
value. Alternatively,  the Depositor may allocate any portion of such value to a
Class SB-II  Certificateholder other than the Depositor or an Affiliate thereof,
provided  that  such  Certificateholder  provides  its  written  consent  to the
Depositor and the Owner Trustee.

        (c) Following such increase, the Certificate Percentage Interest of each
Class SB-II Certificate  shall be recalculated,  the numerator of which shall be
the  value  thereof  including  the  respective  value  of  the  portion  of the
Additional  Certificate  Security Balance added thereto pursuant to this Section
3.12,  and the  denominator  of which  shall be the value of all the Class SB-II
Certificates  following such  increase.  The Owner Trustee shall issue new Class
SB-II Certificates with new Certificate  Percentage  Interests to each Holder of
the  Class  SB-II  Certificates,  with  such  Certificate  Percentage  Interests
calculated to four decimal places. In addition, the new Class SB-II Certificates
may be issued in minimum  denominations  of 0.0001% and  integral  multiples  of
0.0001% in excess thereof.  This subsection,  and subsections (d) and (e) below,
shall not apply in the event that any Additional Certificate Security Balance is
allocated in accordance with subsection (b) either (i) at any time when there is
only one Class SB-II  Certificateholder,  or (ii) at any time when there is more
than one Class SB-II  Certificateholder if such Additional  Certificate Security
Balance is allocated on a pro rata basis among all Class SB-II Certificates.

        (d) For  purposes  of the  foregoing,  the  "value"  of any Class  SB-II
Certificate or any Additional  Certificate  Security Balance added thereto shall
be determined by the Seller in its sole discretion based on reasonable cash flow
assumptions and valuation methods,  and any such determination  shall be binding
on the Certificateholders. If the Seller is unable to determine the "value," the
Owner  Trustee  shall  determine  the  "value"  using the same  assumptions  and
methods.

                                       15
<PAGE>

        (e) The Owner  Trustee,  the  Indenture  Trustee and the Issuer agree to
cooperate  with each  other and the  Depositor  and the  Seller  and to cause no
unreasonable  delay in adjusting  the  Certificate  Percentage  Interests of the
Class SB-II Certificates pursuant to this Section 3.12 and the issuing of Capped
Funding Notes in connection with Section 4.01(d) of the Indenture.

        Section 3.13.  Subordination.  Except as otherwise provided in the Basic
Documents,   for  so  long  as  any  Notes  are   outstanding  or  unpaid,   the
Certificateholders will generally be subordinated in right of payment, under the
Certificates or otherwise,  to payments to the  Noteholders  under, or otherwise
related to, the Indenture. If an Event of Default has occurred and is continuing
under the Indenture,  the Certificates will be fully subordinated to obligations
owing  by the  Trust  to the  Noteholders  and the  Credit  Enhancer  under,  or
otherwise  related to, the Indenture,  and no distributions  will be made on the
Certificates  until the  Noteholders  and the  Indenture  Trustee and the Credit
Enhancer have been irrevocably paid in full.

        Section 3.14. No Priority  Among  Certificates.  All  Certificateholders
shall rank equally as to amounts distributable upon the liquidation, dissolution
or winding up of the Trust, with no preference or priority being afforded to any
Certificateholders  over  any  other  Certificateholders,  except  that  amounts
distributable to the Group I Certificates will be distributed first to the Class
SB-I Certificates,  in an amount equal to the Class SB-I Distribution Amount for
such  Payment  Date and the Class  SB-I  Distribution  Amount  for any  previous
Payment Date to the extent not previously paid,  before being distributed to the
Class  R-I   Certificates,   and  amounts   distributable  to  the  Class  SB-II
Certificates will be distributed to the Class SB-II Certificates.


                                   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 Trust Agreement and the Basic
Documents   to  which  the  Trust  is  a  party  and  in  the  interest  of  the
Certificateholders,  subject to the Basic  Documents and in accordance  with the
provisions of this 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 Certificateholders
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
Certificateholders 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.

                                       16
<PAGE>

        (c) Whenever the Owner Trustee is unable to decide  between  alternative
courses of action  permitted or required by the terms of this 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 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
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  Certificateholders   (with  a  copy  to  the  Credit  Enhancer)  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 Holders of  Certificates  representing  a majority of the Security
Balance of each Class of Certificates,  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 Trust Agreement or
the  Basic  Documents,  as it  shall  deem to be in the  best  interests  of the
Certificateholders,  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 Owner 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 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 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 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
Owner 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 Owner
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 or a taxable mortgage pool
for  federal  income tax  purposes or would cause REMIC I or REMIC II to fail to
qualify  as a REMIC  at any  time  that  any of the  Class I  Notes  or  Group I
Certificates  are outstanding or any obligations are due and owing to the Credit
Enhancer under the Insurance Agreement.  The Certificateholders shall not direct
the Owner  Trustee to take action  that would  violate  the  provisions  of this
Section 4.05.

                                       17
<PAGE>

        (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 any  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 Certificateholders and the Credit Enhancer
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 Certificateholders and
the  Credit   Enhancer  in  writing  of  the  proposed  action  and  Holders  of
Certificates  representing  a majority of the Security  Balance  thereof and the
Credit  Enhancer  shall not have  notified the Owner Trustee in writing prior to
the 30th day after  such  notice is given that such  Certificateholders  and the
Credit Enhancer have 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 Home Equity Loans) and the  compromise of any action,  claim
or  lawsuit  brought  by or  against  the  Trust  (except  with  respect  to the
aforementioned  claims or lawsuits for collection of cash  distributions due and
owing under the Home Equity Loans);

        (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 Business  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  Certificateholders;
and

        (e) the  appointment  pursuant  to the  Indenture  of a  successor  Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this 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 Trust Agreement, as applicable.

        Section  4.07.  Action by  Certificateholders  with  Respect  to Certain
Matters.  The Owner Trustee shall not have the power,  except upon the direction
of  Certificateholders  evidencing  not less than a majority of the  outstanding
Security  Balance  of the  Certificates,  and with  the  consent  of the  Credit
Enhancer,  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 Home  Equity  Loans  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 Certificateholders  evidencing
not less than a majority of the outstanding Security Balance of the Certificates
and with the consent of the Credit Enhancer.



                                       18
<PAGE>

        Section 4.08. Action by  Certificateholders  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 unanimous  prior  approval of all
Certificateholders  and with the consent of the Credit Enhancer and the delivery
to the Owner Trustee by each such  Certificateholder of a certificate certifying
that such Certificateholder reasonably believes that the Trust is insolvent.

        Section   4.09.   Restrictions   on   Certificateholders'   Power.   The
Certificateholders 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 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. Majority Control. Except as expressly provided herein, any
action that may be taken by the  Certificateholders  under this Trust  Agreement
may be taken by the  Certificateholders  evidencing  not less than a majority of
the  outstanding  Security  Balance  of the  Certificates.  Except as  expressly
provided herein, any written notice of the Certificateholders delivered pursuant
to this  Trust  Agreement  shall be  effective  if signed by  Certificateholders
evidencing not less than a majority of the outstanding  Security  Balance of the
Certificates at the time of the delivery of such notice.

        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 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.

        Section 4.12. Removal of Home Equity Loans.  Certificateholders  holding
100% of the  Certificate  Percentage  Interests of the Class SB-II  Certificates
may, by delivering a written request to the Owner Trustee to such effect,  cause
the  removal  of Home  Equity  Loans in Loan  Group II from the Trust  Estate in
accordance  with  and  subject  to the  provisions  of  Section  3.15(b)  of the
Servicing  Agreement.  Promptly following receipt of any such request, the Owner
Trustee  shall  deliver to the Master  Servicer  the written  notice and request
required to be delivered to the Master  Servicer  pursuant to Section 3.15(b) of
the  Servicing  Agreement.  Any Group II Loans  removed  from the  Trust  Estate
pursuant to Section 3.15(b) of the Servicing  Agreement shall be property of the
Issuer  and,  upon the  written  request of the Class  SB-II  Certificateholders
holding  100%  of  the  Certificate  Percentage  Interests  of the  Class  SB-II
Certificates,  be released to the Class SB-II  Certificateholders  as a dividend
and in accordance with the written instructions of such Certificateholders.


                                       19
<PAGE>

                                    ARTICLE V

                           Application of Trust Funds

        Section 5.01.  Distributions.  (a) On each Payment Date, the Certificate
Paying Agent shall distribute to the  Certificateholders 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.  Any  such  amounts  payable  to  the  holders  of  the  Group  I
Certificates shall be distributed, first, to the Certificateholders of the Class
SB-I Certificates,  in an amount equal to the Class SB-I Distribution Amount for
such  Payment  Date and the Class  SB-I  Distribution  Amount  for any  previous
Payment  Date  to  the  extent  not  previously   paid,   and  second,   to  the
Certificateholders  of the Class R-I Certificates,  any amounts  remaining.  All
distributions  made pursuant to this Section to any Class of Certificates  shall
be  distributed  to the  Certificateholders  of such Class pro rata based on the
respective Percentage Interests thereof.

        (b)  In  the  event  that  any   withholding   tax  is  imposed  on  the
distributions (or allocations of income) to a 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  Certificateholders  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 a
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  Certificateholders  shall  be  subordinated  to the
creditors of the Trust, including the Noteholders.

        (d) Allocations of profits and losses,  as determined for federal income
tax  purposes,  , shall be made  among the  Classes of Group I  Certificates  in
accordance  with the REMIC  provisions and within each Class of  Certificates to
the  Certificateholders on a pro rata basis based on the Certificate  Percentage
Interests thereof.

        (e) On each Payment Date, the following  amounts in the following  order
of priority,  from the amounts  allocable to the Class I Noteholders and Group I
Certificateholders pursuant to Section 3.05 of the Indenture, shall be deemed to
have been  distributed  by REMIC I to REMIC II on account of the REMIC I Regular
Interests or shall be withdrawn from the Distribution Account and distributed to
the holders of the Class R-I Certificates, as the case may be:

                                       20
<PAGE>

                (i) to the Holders of the LT1,  LT2, LT3, LT4, LT5 and LT6 REMIC
        I Regular Interests,  in an amount equal to (A) the Accrued  Certificate
        Interest on such REMIC I Regular  Interests for such Payment Date,  plus
        (B) any  amounts in  respect  thereof  remaining  unpaid  from  previous
        Payment Dates; and

               (ii) on each Payment  Date,  to the Holders of the LT1, LT2, LT3,
        LT4,  LT5 and LT6 REMIC I Regular  Interests,  in an amount equal to the
        remainder of such amount after the distributions made pursuant to clause
        (i) above, allocated as follows (except as provided below):

                      (A) first,  to the Holders of the Class LT2, LT3, LT4, LT5
               and LT6 REMIC I Regular  Interests,  respectively,  the Class LT2
               Principal   Distribution   Amount,   the  Class   LT3   Principal
               Distribution  Amount,  Class LT4 Principal  Distribution  Amount,
               Class  LT5  Principal  Distribution  Amount  and  the  Class  LT6
               Principal Distribution Amount from such remainder;

                      (B)  second,  to the  Holders  of the  Class  LT1  REMIC I
               Regular Interest, any remaining portion of such remainder,  until
               the principal  balance of such LT1 REMIC I Regular Interest shall
               have been reduced to zero;

                      (C)  third,  any  remaining  portion  of  such  remainder,
               pro-rata to the Holders of the Class LT2,  LT3,  LT4, LT5 and LT6
               REMIC I Regular  Interests,  until the principal balances of such
               REMIC I Regular Interests shall have been reduced to zero; and

                      (D) fourth,  any remaining  portion of such remainder,  to
               the Holders of the Class R-I Certificates.

        (f) On each Payment Date,  following the distributions  made pursuant to
clauses (i), (ii), (iii),  (iv) and (v) of Section  3.05(a)(I) of the Indenture,
the remaining  amount shall be deemed  distributed by REMIC II first to REMIC II
Regular Interest SB-IO until its accrued and unpaid interest for the current and
all prior Payment Dates shall have been reduced to zero,  second to the REMIC II
Regular Interest SB-PO until the Uncertificated  Principal Balance thereof shall
have been reduced to zero and third to the Class R-II Certificates any remaining
amount.  From the  amounts  deemed  distributed  from REMIC II  pursuant  to the
preceding sentence,  first the Class R-II  Certificateholder  and then the Class
SB-I (as the  owner of REMIC II  Regular  Interests  SB-IO and  SB-PO)  shall be
deemed to have paid the amounts  required to be paid  pursuant to clauses  (vi),
(vii), (viii) and (ix) of Section 3.05(a)(I).

        Section   5.02.   Method  of  Payment.   Subject  to  Section   8.01(c),
distributions  required to be made to  Certificateholders on any Payment Date as
provided in Section  5.01 shall be made to each  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 such  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 such Holder  appearing  in the  Certificate
Register.

                                       21
<PAGE>

        Section  5.03.  Signature on Returns.  The Owner  Trustee  shall sign on
behalf of the Trust the tax returns of the Trust.  The REMIC  Administrator,  as
agent for the Owner  Trustee,  shall sign on behalf of the Trust the tax returns
of REMIC I and REMIC II. The Owner  Trustee  shall give the REMIC  Administrator
all such powers of attorney as are needed to enable the REMIC  Administrator  to
prepare  and  sign  such  tax  returns.  In the  event  that  approval  from the
applicable  District  Director  of the  Internal  Revenue  Service for the REMIC
Administrator  or the Master Servicer to sign the tax returns is not forthcoming
following  application,  the REMIC  Administrator  shall  prepare  and the Owner
Trustee  shall  sign the tax  returns  for  REMIC I and  REMIC II or the  Master
Servicer  shall prepare and the Owner Trustee shall sign the tax returns for the
Trust, as applicable.

        Section 5.04.  Statements to  Certificateholders.  On each Payment Date,
the Certificate Paying Agent shall send to each  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.

        Section 5.05. Tax  Reporting.  So long as the Depositor or any Affiliate
of   the   Depositor   owns   100%   of   the   Certificates    (the   "Original
Certificateholder"),  then no separate  federal and state income tax returns and
information returns or statements will be filed with respect to the Trust, other
than  the  portion  of the  Trust  constituting  the  REMICs.  If  the  Original
Certificateholder  is no longer  the sole  Class  SB-II  Certificateholder,  the
subsequent  holders of the Class SB-II  Certificates by their acceptance hereof,
agree to  appoint  the  Original  Certificateholder  as their  agent for the tax
matters partner and the Original  Certificateholder,  as agent for such holders,
agrees to perform all duties  necessary  to comply with federal and state income
tax laws.

        Any Class  SB-II  Certificateholder  that holds 100% of the Class  SB-II
Certificates  agrees by its purchase of 100% of the Class SB-II  Certificates to
treat the Trust, other than the portion of the Trust constituting the REMICs, as
an entity  wholly  owned by such Class SB-II  Certificateholder  for purposes of
federal and state income tax,  franchise tax and any other tax measured in whole
or in part by income, with the assets of the entity being the assets held by the
Trust, and the Notes being debt of the Trust.


                                   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  Trust  Agreement.  The
Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys
actually  received by it  constituting  part of the Owner Trust  Estate upon the
terms of the Basic Documents and this 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):

                                       22
<PAGE>

        (a) No provision of this 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 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 Owner Trust Estate,  or for or in respect of the validity
or sufficiency of the Basic Documents,  the Notes, the Certificates,  other than
the certificate of authentication on the Certificates,  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 any 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 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 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 Equity 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 Trust Agreement,  or
to institute,  conduct or defend any  litigation  under this Trust  Agreement or
otherwise or in relation to this Trust Agreement or any Basic  Document,  at the
request,  order  or  direction  of any of the  Certificateholders,  unless  such
Certificateholders  have  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 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.

                                       23
<PAGE>

     Section 6.03.  Representations  and  Warranties.  The Owner Trustee  hereby
represents   and   warrants   to  the   Depositor,   for  the   benefit  of  the
Certificateholders, 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 Trust Agreement;

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

        (c)  Neither  the  execution  nor  the  delivery  by  it of  this  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 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

        (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 Trust  Agreement or  performing  its  obligations  under this
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.

                                       24
<PAGE>

        (b) In the exercise or  administration of the Trust hereunder and in the
performance  of its duties and  obligations  under this 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
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 Trust  Agreement or any Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

        Section  6.06.  Owner  Trustee  Not Liable for  Certificates  or Related
Documents. The recitals contained herein and in the Certificates (other than the
signatures  of the  Owner  Trustee  on the  Certificates)  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 Trust Agreement, of any Basic Document or of the
Certificates   (other  than  the   signatures   of  the  Owner  Trustee  on  the
Certificates) 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  Owner  Trust  Estate or its  ability  to  generate  the  payments  to be
distributed to Certificateholders  under this Trust Agreement or the Noteholders
under the  Indenture,  including,  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  Certificates  and Notes. The Owner
Trustee in its  individual or any other capacity may become the owner or pledgee
of  Certificates  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.


                                       25
<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  holder  of  the  majority  of the
Certificate  Percentage  Interest of the Class SB  Certificates in the aggregate
shall indemnify,  defend and hold harmless the Owner Trustee and its successors,
assigns, agents and servants (collectively,  the "Indemnified Parties") from and
against, any and all liabilities,  obligations,  losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs,  expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively,  "Expenses") which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified  Party in any way relating
to or arising out of this Trust Agreement,  the Basic Documents, the Owner Trust
Estate,  the  administration of the Owner Trust Estate or the action or inaction
of the Owner Trustee hereunder, provided, that:

               (a) the  holder of the  majority  of the  Certificate  Percentage
Interest of the Certificates shall not be liable for or required to indemnify an
Indemnified  Party from and against Expenses arising or resulting from the Owner
Trustee's  willful  misconduct,  negligence  or bad  faith or as a result of any
inaccuracy of a representation  or warranty  contained in Section 6.03 expressly
made by the Owner Trustee;

               (b) with respect to any such claim,  the Indemnified  Party shall
have given the holder of the majority of the Certificate  Percentage Interest of
the  Certificates  written notice thereof  promptly after the Indemnified  Party
shall have actual knowledge thereof;

               (c) while maintaining control over its own defense, the holder of
the majority of the Certificate  Percentage  Interest of the Certificates  shall
consult with the Indemnified Party in preparing such defense; and

               (d)  notwithstanding  anything  in this  Trust  Agreement  to the
contrary,  the holder of the majority of the Certificate  Percentage Interest of
the  Certificates  shall  not  be  liable  for  settlement  of any  claim  by an
Indemnified  Party  entered into without the prior  consent of the holder of the
majority  of the  Certificate  Percentage  Interest  of the  Certificates  which
consent shall not be unreasonably withheld.

        The indemnities  contained in this Section shall survive the resignation
or termination of the Owner Trustee or the termination of this Trust  Agreement.
In the event of any claim,  action or  proceeding  for which  indemnity  will be
sought  pursuant  to this  Section  7.02,  the Owner  Trustee's  choice of legal
counsel,  if other  than the legal  counsel  retained  by the Owner  Trustee  in
connection  with the  execution and delivery of this Trust  Agreement,  shall be
subject  to the  approval  of the  holder  of the  majority  of the  Certificate
Percentage  Interest  of the  Class  SB  Certificates  in the  aggregate,  which
approval shall not be unreasonably withheld. In addition, upon written notice to
the Owner  Trustee and with the consent of the Owner Trustee which consent shall
not be  unreasonably  withheld,  the holder of the  majority of the  Certificate
Percentage  Interest of the Class SB Certificates in the aggregate has the right
to assume the  defense  of any claim,  action or  proceeding  against  the Owner
Trustee.


                                       26
<PAGE>

                                  ARTICLE VIII

                         Termination of Trust Agreement

        Section 8.01.  Termination of Trust Agreement.  (a) This 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 Owner Trust  Estate in  accordance
with the terms of the Indenture and this Trust Agreement or (ii) the purchase by
the Master  Servicer of all Home Equity  Loans  pursuant to Section  8.08 of the
Servicing Agreement; provided, however, that in no event shall the trust created
hereby  continue  beyond the  expiration  of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United  States  to the  Court  of St.  James,  living  on the date  hereof.  The
bankruptcy,    liquidation,    dissolution,   death   or   incapacity   of   any
Certificateholder shall not (x) operate to terminate this 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  Owner  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 any
Certificateholder shall be entitled to revoke or terminate the Trust.

        (c) Notice of any termination of the Trust,  specifying the Payment Date
upon  which   Certificateholders  shall  surrender  their  Certificates  to  the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate  Paying Agent by letter to  Certificateholders
and the Credit Enhancer 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  Certificates  shall be made upon
presentation  and surrender of the Certificates 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
Certificates  at the office of the Certificate  Paying 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  Certificateholders.
Upon  presentation  and surrender of the  Certificates,  the Certificate  Paying
Agent shall cause to be distributed to Certificateholders  amounts distributable
on such Payment Date pursuant to Section 5.01.

        In the event  that all of the  Certificateholders  shall  not  surrender
their  Certificates 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 remaining  Certificateholders  to surrender  their
Certificates 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  Certificates
was to have been made pursuant to Section 3.10, all the  Certificates  shall not


                                       27
<PAGE>

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 remaining Certificateholders concerning surrender of their Certificates, and
the cost  thereof  shall be paid out of the funds and other  assets  that  shall
remain subject to this Trust  Agreement.  Any funds remaining in the Certificate
Distribution  Account after  exhaustion of such remedies shall be distributed by
the  Certificate  Paying Agent to the holder of the majority of the  Certificate
Percentage Interest of the Certificates.

        (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 Business Trust Statute.

        Section 8.02. Additional Termination Requirements.

(a) REMIC I shall be  terminated in  accordance  with the  following  additional
requirements  including upon the exercise by the Master  Servicer of an optional
redemption  of the Notes  pursuant to Section 8.08 of the  Servicing  Agreement,
unless the Owner  Trustee and the Master  Servicer  have  received an Opinion of
Counsel  (which Opinion of Counsel shall not be an expense of the Owner Trustee)
to the effect that the failure of any REMIC to comply with the  requirements  of
this Section 8.02 will not (i) result in the  imposition  on the Trust Estate of
taxes on "prohibited transactions," as described in Section 860F of the Code, or
(ii)  cause  either  REMIC to fail to  qualify  as a REMIC at any time  that any
Certificate is outstanding:

(i) The Master  Servicer shall  establish a 90-day  liquidation  period for such
REMIC  and  specify  the  first day of such  period  in a  statement,  which the
Indenture  Trustee  shall  attach  to REMIC I's final  Tax  Return  pursuant  to
Treasury  regulations  Section 1.860F-1.  The Master Servicer also shall satisfy
all of the  requirements  of a qualified  liquidation  for a REMIC under Section
860F of the Code and regulations thereunder;

(ii) The Master  Servicer  shall  notify  the Owner  Trustee  and the  Indenture
Trustee at the commencement of such 90-day  liquidation  period and, at or prior
to the time of  making  of the  final  payment  on the  Certificates,  the Owner
Trustee shall sell or otherwise  dispose of all of the  remaining  assets of the
Trust Estate that are included in REMIC I in  accordance  with the terms hereof;
and

(iii) If the Master  Servicer is exercising  its right to purchase the assets of
the Trust  Estate,  the Master  Servicer  shall,  during the 90-day  liquidation
period and at or prior to the Final Payment Date,  purchase all of the assets of
the Trust Estate for cash.

        Each  Holder of a  Security  and the Owner  Trustee  hereby  irrevocably
approves  and appoints the Master  Servicer as its  attorney-in-fact  to adopt a
plan of complete  liquidation  for such REMIC at the expense of the Trust Estate
in accordance with the terms and conditions of this Agreement.


                                       28
<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 Business 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 Standard & Poor's, Moody's and/or Fitch. 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 Credit Enhancer,  the Indenture  Trustee and
the Depositor. Upon receiving such notice of resignation,  the Indenture Trustee
shall promptly  appoint a successor Owner Trustee with the consent of the Credit
Enhancer which will not be  unreasonably  withheld,  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 and shall at the
direction of the Credit  Enhancer  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  acceptable  to the Credit  Enhancer  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 Trust  Agreement,  and thereupon the resignation or
removal of the  predecessor  Owner  Trustee  shall  become  effective,  and such
successor  Owner  Trustee,  without any further act, deed or  conveyance,  shall


                                       29
<PAGE>

become fully vested with all the rights,  powers,  duties and obligations of its
predecessor under this 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 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 all
Certificateholders,   the  Credit  Enhancer,  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 Trust Agreement,  at any time, for
the purpose of meeting any legal  requirements of any  jurisdiction in which any
part of the Owner  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 Owner 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 Trust
Agreement shall be required to meet the terms of eligibility 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:

                                       30
<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 Owner  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 Trust Agreement shall be personally  liable by
reason of any act or omission of any other trustee  under this 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 Trust  Agreement  and the
conditions of this Article IX. 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 Trust  Agreement,  specifically  including every provision of this 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
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.


                                    ARTICLE X

                                  Miscellaneous

        Section  10.01.Amendments.  (a) This 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 or cause any of REMIC I or REMIC II
to fail to qualify as a REMIC for federal income tax purposes.

                                       31
<PAGE>

        (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 in this Trust  Agreement  (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 if  determined  without  regard to the
Credit  Enhancement  Instrument 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, and the consent of the Credit Enhancer shall be obtained.

        (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  and the  consent  of the Credit
Enhancer shall be obtained.

        (d) If the purpose of the amendment is to add or eliminate or change any
provision  of the Trust  Agreement  other  than as  contemplated  in (b) and (c)
above, the amendment shall require (A) the consent of the Credit Enhancer and 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 Agency that the amendment will not result in the  downgrading or
withdrawal  of the rating then  assigned to any Security if  determined  without
regard to the Credit  Enhancement  Instrument  or (b) the  consent of Holders of
Certificates evidencing a majority of the Certificate Percentage Interest of the
Certificates  and  the  Indenture  Trustee;  provided,  however,  that  no  such
amendment  shall (i) reduce in any manner the amount of, or delay the timing of,
payments received that are required to be distributed on any Certificate without
the consent of the related  Certificateholder  and the Credit Enhancer,  or (ii)
reduce  the  aforesaid  percentage  of  Certificates  the  Holders  of which are
required to consent to any such amendment, without the consent of the Holders of
all such Certificates then outstanding.

        (e) If the purpose of the amendment is to provide for the holding of any
of the  Certificates in book-entry form, it shall require the consent of Holders
of all such Certificates then outstanding; 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,  if
determined without regard to the Credit  Enhancement  Instrument and the consent
of the Credit Enhancer shall be obtained.

        (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 each  Certificateholder,  the  Indenture  Trustee,  the
Credit Enhancer and each of the Rating  Agencies.  It shall not be necessary for


                                       32
<PAGE>

the consent of  Certificateholders  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
Certificateholders  provided  for in this Trust  Agreement or in any other Basic
Document)  and of  evidencing  the  authorization  of the  execution  thereof by
Certificateholders 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  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.

        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   Owner   Trust   Estate.    The
Certificateholders  shall not have  legal  title to any part of the Owner  Trust
Estate. The  Certificateholders  shall be entitled to receive distributions with
respect to their undivided  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  Certificateholders  to and in their  ownership
interest  in the Owner  Trust  Estate  shall  operate  to  terminate  this 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 Owner Trust Estate

        Section  10.03.Limitations on Rights of Others. Except for Section 2.07,
the  provisions of this Trust  Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholders,  the Credit Enhancer and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Trust  Agreement  (other than Section 2.07),  whether express or
implied,  shall be  construed to give to any other Person any legal or equitable
right,  remedy or claim in the Owner Trust Estate or under or in respect of this
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 Depositor,  addressed to Residential Funding Mortgage
Securities II, Inc., 8400 Normandale  Lake  Boulevard,  Suite 250,  Minneapolis,
Minnesota  55437;  if to the  Credit  Enhancer,  addressed  to  Ambac  Assurance
Corporation,  One State  Street  Plaza,  19th Floor,  New York,  New York 10004,
Attention:  Consumer  Asset-Backed  Securities Group; if to the Rating Agencies,
addressed to Fitch,  Inc.,  One State Street  Plaza,  New York,  New York 10004,
Attention:  Residential Mortgage Group and Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, 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.

                                       33
<PAGE>

        (b) Any notice required or permitted to be given to a  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 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 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  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
each  Certificateholder  and its successors and permitted assigns, all as herein
provided and the Credit  Enhancer.  Any  request,  notice,  direction,  consent,
waiver  or other  instrument  or action by a  Certificateholder  shall  bind the
successors and assigns of such Certificateholder.

        Section  10.08.No  Petition.  The Owner  Trustee,  by entering into this
Trust Agreement and each Certificateholder,  by accepting a Certificate,  hereby
covenant  and  agree  that  they  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   to  the
Certificates, the Notes, this Trust Agreement or any of the Basic Documents.

        Section  10.09.No  Recourse.   Each  Certificateholder  by  accepting  a
Certificate  acknowledges that such  Certificateholder's  Certificates represent
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 expressly set forth or  contemplated  in this
Trust Agreement, the Certificates 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.

                                       34
<PAGE>

        Section  10.11.GOVERNING LAW. THIS 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 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.

        Section   10.13.Rights   of  Credit   Enhancer  to  Exercise  Rights  of
Certificateholders.  By accepting its Class SB-II Certificate,  each Class SB-II
Certificateholder  agrees  that unless a Credit  Enhancer  Default  exists,  the
Credit  Enhancer  shall have the right to exercise all rights of the Class SB-II
Certificateholders under this Agreement without any further consent of the Class
SB-II  Certificateholders.  Nothing in this  Section,  however,  shall  alter or
modify in any way, the fiduciary  obligations  of the Owner Trustee to the Class
SB-II  Certificateholders  pursuant to this  Agreement,  or create any fiduciary
obligation of the Owner Trustee to the Credit Enhancer.


                                       35
<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/ Lisa R. Lundsten
                                        Name:  Lisa R. Lundsten
                                        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/ Anita Dallago
                                        Name: Anita Dallago
                                        Title: Financial Services Officer



Acknowledged and Agreed:

THE CHASE MANHATTAN BANK,
Indenture Trustee, as Certificate
Registrar and Certificate
Paying Agent


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


                                       36
<PAGE>

                                    EXHIBIT A

                         FORM OF CLASS SB-I CERTIFICATE

               THIS CLASS SB-I  CERTIFICATE IS  SUBORDINATED IN RIGHT OF PAYMENT
TO THE TERM NOTES AND THE VARIABLE  FUNDING  NOTES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED HEREIN).

               THIS  CLASS  SB-I   CERTIFICATE  IS  ISSUED  IN  THE  CERTIFICATE
PERCENTAGE  INTEREST  SET  FORTH  BELOW;  HOWEVER,  THE  CERTIFICATE  PERCENTAGE
INTEREST OF THIS  CERTIFICATE  MAY CHANGE IN ACCORDANCE WITH SECTION 3.12 OF THE
AGREEMENT.  THE HOLDER OF THIS CLASS SB-I  CERTIFICATE  HEREBY  CONSENTS  TO ANY
CHANGE IN ITS CERTIFICATE PERCENTAGE INTEREST IN ACCORDANCE WITH SUCH SECTION.

               SOLELY  FOR U.S.  FEDERAL  INCOME TAX  PURPOSES,  THIS CLASS SB-I
CERTIFICATE  IS A  "REGULAR  INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

               THIS  CLASS  SB-I  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  LAWS AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE AMENDED AND
RESTATED TRUST AGREEMENT ("THE AGREEMENT").

               NO TRANSFER OF THIS CLASS SB-I  CERTIFICATE  SHALL BE MADE UNLESS
THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER
FROM THE  TRANSFEREE  OF THIS CLASS  SB-I  CERTIFICATE  TO THE EFFECT  THAT SUCH
TRANSFEREE  IS NOT AN EMPLOYEE  BENEFIT OR OTHER PLAN 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, AS AMENDED (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  REGULATIONS
SECTION  2510.3-101,  TO  ACQUIRE  THIS CLASS SB-I  CERTIFICATE  (EACH,  A "PLAN
INVESTOR"), OR (II) IF THIS CLASS SB-I CERTIFICATE IS PRESENTED FOR REGISTRATION
IN THE NAME OF A PLAN INVESTOR, AN OPINION OF COUNSEL, OR A CERTIFICATION IN THE

                                        A-1
<PAGE>

FORM OF EXHIBIT G TO THE  AGREEMENT IN LIEU OF SUCH  OPINION OF COUNSEL,  TO THE
EFFECT  THAT  THE  PURCHASE  OR  HOLDING  OF  THIS  CLASS  SB-I  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
DEPOSITOR,  THE OWNER TRUSTEE, THE SERVICER OR THE CERTIFICATE  REGISTRAR TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

               THE TRANSFEREE OF THIS CLASS SB-I CERTIFICATE SHALL BE SUBJECT TO
UNITED STATES FEDERAL  WITHHOLDING  TAX UNLESS THE  CERTIFICATE  REGISTRAR SHALL
HAVE  RECEIVED  A  CERTIFICATE  OF  NON-FOREIGN  STATUS  CERTIFYING  AS  TO  THE
TRANSFEREE'S  STATUS AS A U.S.  PERSON OR CORPORATION OR PARTNERSHIP  UNDER U.S.
LAW.

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


                                        A-2

<PAGE>


Certificate No. 1

Cut-off Date:
September 1, 2001

Date of Trust Agreement:
September 27, 2001

First Payment Date:                         Certificate Percentage Interest of
October 25, 2001                                   this Certificate:  100%


Assumed Final Payment Date:
June 2031



                       HOME EQUITY LOAN-BACKED CERTIFICATE
                                 SERIES 2001-HS3

               evidencing  a  fractional  undivided  interest in the Owner Trust
Estate,  the  property of which  consists  primarily  of the Home Equity  Loans,
created by RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.  (hereinafter called
the  "Depositor,"  which term includes any successor  entity under the Agreement
referred to below).

               This Class SB-I  Certificate is payable solely from the assets of
the Owner Trust  Estate,  and does not represent an obligation of or interest in
the Depositor, the Seller, the Master Servicer, the Indenture Trustee, the Owner
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. This Class SB-I
Certificate  is  not  guaranteed  or  insured  by  any  governmental  agency  or
instrumentality  or by the  Depositor,  the  Seller,  the Master  Servicer,  the
Indenture  Trustee,  the Owner  Trustee or GMAC Mortgage  Group,  Inc. or any of
their affiliates.  None of the Depositor,  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 Certificates.

               This  certifies  that Auer & Co. is the  registered  owner of the
Certificate Percentage Interest evidenced by this Class SB-I Certificate (as set
forth on the face  hereof) in certain  distributions  with  respect to the Owner
Trust  Estate,  consisting  primarily  of the  Home  Equity  Loans,  created  by
Residential  Funding Mortgage  Securities II, Inc. The Trust (as defined herein)
was created  pursuant to a Trust  Agreement dated as specified above (as amended
and supplemented  from time to time, the "Agreement")  between the Depositor 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 Class SB-I  Certificate  is issued  under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class SB-I Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                                        A-3
<PAGE>

               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 Class SB-I
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
Class SB-I Certificate (based on the Certificate  Percentage  Interest stated on
the face hereon) of the Certificate  Distribution Amount, if any, required to be
distributed to Holders of  Certificates on such Payment Date.  Distributions  on
this Class SB-I  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 Class  SB-I  Certificate  or the  making of any  notation
hereon.  Pursuant  to the  Agreement,  the  Trust has  issued  four  Classes  of
Certificates,  designated  as the  Class  SB-I  Certificates,  the  Class  SB-II
Certificates, the Class R-I Certificates and the Class R-II Certificates.

               Except as otherwise provided in the Agreement and notwithstanding
the above,  the final  distribution on this Class SB-I  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  Class  SB-I
Certificate at the office or agency maintained by the Certificate  Registrar for
that purpose in the City and State of New York. The initial  Security Balance of
this Class SB-I Certificate is set forth above. The Security Balance hereof will
be reduced to the extent of the distributions allocable to principal.

               No  transfer of this Class SB-I  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, (i) the  Certificate  Registrar or the Depositor may require an opinion of
counsel acceptable to and in form and substance  satisfactory to the Certificate
Registrar  and the  Depositor  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 and (ii) the  transferee  shall execute an
investment  letter  in  the  form  described  in the  Agreement  and  (iii)  the
Certificate  Registrar  shall  require the  transferee  to execute an investment
letter and a  Certificate  of  Non-Foreign  Status in the form  described by the
Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion
of  Counsel  as  described  in  the  Agreement),  which  investment  letter  and
certificate or Opinion of Counsel shall not be at the expense of the Trust,  the
Owner Trustee,  the  Certificate  Registrar or the Depositor.  The Holder hereof
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trust, the Owner Trustee, the Depositor, 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 Depositor) will also require either (i) a representation letter, in the form
as described by 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 (a
"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


                                        A-4

<PAGE>

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  Depositor,  the Owner  Trustee,  the Master  Servicer  and the  Certificate
Registrar,  or a certification in the form of Exhibit G to the Agreement, 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  subsequent  enactments)  and will not  subject  the  Depositor,  the  Owner
Trustee,  the Master Servicer or the Certificate  Registrar to any obligation or
liability in addition to those undertaken in the Agreement.

               This Class SB-I  Certificate is one of a duly authorized issue of
Certificates  designated as Home Equity  Loan-Backed  Certificates of the Series
specified hereon (herein collectively called the "Certificates"). All terms used
in this Class SB-I Certificate which are defined in the Agreement shall have the
meanings assigned to them in the Agreement.

               The  Certificateholder,  by its  acceptance  of this  Class  SB-I
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   Depositor   is   personally   liable  to  the
Certificateholders  for any amount payable under this Class SB-I  Certificate or
the Agreement or, except as expressly provided in the Agreement,  subject to any
liability under the Agreement.

               The Holder of this Class SB-I Certificate acknowledges and agrees
that  its  rights  to  receive  distributions  in  respect  of this  Class  SB-I
Certificate  are  subordinated  to the rights of the Noteholders as described in
the Indenture.,  dated as of September 27, 2001,  between Home Equity Loan Trust
2001-HS3 (the "Trust") and The Chase Manhattan  Bank, as Indenture  Trustee (the
"Indenture").

               Each  Certificateholder,  by  its  acceptance  of a  Certificate,
covenants and agrees that such  Certificateholder 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,  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 Certificates, 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 the consent of the Credit Enhancer
and 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  determined  without  regard to the
Credit  Enhancement  Instrument and the consent of the Credit  Enhancer shall be
obtained.  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 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 and the consent of the Credit  Enhancer shall be obtained.  If the


                                        A-5


<PAGE>

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, if determined without regard to the Credit Enhancement  Instrument
or (b) the  consent  of  Holders of a  majority  of the  Certificate  Percentage
Interests of the Certificates 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  required  to  be  distributed  on  any
Certificate without the consent of the related  Certificateholder and the Credit
Enhancer, or (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such  amendment  without the consent of the
Holders of all such Certificates then outstanding.

               As provided in the Agreement  and subject to certain  limitations
therein set forth,  the transfer of this Class SB-I  Certificate is registerable
in the  Certificate  Register upon surrender of this Class SB-I  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 aggregate Certificate  Percentage Interest will be issued to
the designated transferee. The initial Certificate Registrar appointed under the
Agreement is the Indenture Trustee.

               Except  as  provided  in  the  Agreement,  the  Certificates  are
issuable  only in minimum  denominations  of a 10.0000%  Certificate  Percentage
Interest and in integral multiples of a 0.0001% Certificate  Percentage Interest
in  excess  thereof.  As  provided  in the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  the  Certificates  are  exchangeable  for new
Certificates   of   authorized   denominations,   as  requested  by  the  Holder
surrendering  the same. This Class SB-I Certificate is issued in the Certificate
Percentage Interest above; however, the Certificate  Percentage Interest of this
Class  SB-I  Certificate  may  change in  accordance  with  Section  3.12 of the
Agreement.  The Holder of this Class SB-I  Certificate  hereby  consents  to any
change in its Certificate Percentage Interest in accordance with such Section.

               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 Class SB-I
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 Class SB-I Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.


                                        A-6

               The  obligations  created  by the  Agreement  in  respect  of the
Certificates  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
Owner  Trust  Estate  in  accordance  with the  terms of the  Indenture  and the
Agreement,  (ii) the  Payment  Date in June 2031,  or (iii) the  purchase by the
Master  Servicer  of all Home  Equity  Loans  pursuant  to  Section  8.08 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 Class SB-I Certificate shall not be entitled to
any benefit under the Agreement or be valid for any purpose.


                                        A-7
<PAGE>


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

                              HOME EQUITY LOAN TRUST 2001-HS3


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





Dated:  September 27, 2001    By:
                                  ---------------------------------------
                                  Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.



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



                                            By: ______________________________
                                                 Authorized Signatory



                                    or THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but solely,
                                    as Authenticating Agent of the Trust



Dated: September 27, 2001



                                            By: ______________________________
                                                Authorized Signatory



                                        A-8

<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-9
<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-10
<PAGE>


                         FORM OF CLASS SB-II CERTIFICATE

               THIS CLASS SB-II  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT
TO THE TERM NOTES AND THE VARIABLE  FUNDING  NOTES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED HEREIN).

               THIS CLASS SB-II CERTIFICATE IS ISSUED IN THE PERCENTAGE INTEREST
SET FORTH BELOW; HOWEVER, THE PERCENTAGE INTEREST OF THIS CERTIFICATE MAY CHANGE
IN ACCORDANCE WITH SECTION 3.12 OF THE AGREEMENT.  THE HOLDER OF THIS CLASS SB-I
CERTIFICATE HEREBY CONSENTS TO ANY CHANGE IN ITS CERTIFICATE PERCENTAGE INTEREST
IN ACCORDANCE WITH SUCH SECTION.

               THIS  CLASS  SB-II  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  LAWS AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE AMENDED AND
RESTATED TRUST AGREEMENT ("THE AGREEMENT").

               NO TRANSFER OF THIS CLASS SB-II  CERTIFICATE SHALL BE MADE UNLESS
THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER
FROM THE  TRANSFEREE  OF THIS CLASS  SB-II  CERTIFICATE  TO THE EFFECT THAT SUCH
TRANSFEREE  IS NOT AN EMPLOYEE  BENEFIT OR OTHER PLAN 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, AS AMENDED (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  REGULATIONS
SECTION  2510.3-101,  TO ACQUIRE  THIS CLASS SB-II  CERTIFICATE  (EACH,  A "PLAN
INVESTOR"),   OR  (II)  IF  THIS  CLASS  SB-II   CERTIFICATE  IS  PRESENTED  FOR
REGISTRATION  IN THE  NAME OF A PLAN  INVESTOR,  AN  OPINION  OF  COUNSEL,  OR A
CERTIFICATION  IN THE FORM OF EXHIBIT G TO THE AGREEMENT IN LIEU OF SUCH OPINION
OF  COUNSEL,  TO THE EFFECT  THAT THE  PURCHASE  OR HOLDING OF THIS CLASS  SB-II
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  DEPOSITOR,  THE OWNER  TRUSTEE,  THE  SERVICER  OR THE  CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN IN THE
AGREEMENT.

                                        A-11
<PAGE>

               THE TRANSFEREE OF THIS CLASS SB-II  CERTIFICATE  SHALL BE SUBJECT
TO UNITED STATES FEDERAL WITHHOLDING TAX UNLESS THE CERTIFICATE  REGISTRAR SHALL
HAVE  RECEIVED  A  CERTIFICATE  OF  NON-FOREIGN  STATUS  CERTIFYING  AS  TO  THE
TRANSFEREE'S  STATUS AS A U.S.  PERSON OR CORPORATION OR PARTNERSHIP  UNDER U.S.
LAW.

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

                                        A-12


<PAGE>


Certificate No. 1

Cut-off Date:
September 1, 2001

Date of Trust Agreement:
September 27, 2001

First Payment Date:                         Certificate Percentage Interest of
October 25, 2001                                   this Certificate:  100%


Assumed Final Payment Date:
June 2031



                       HOME EQUITY LOAN-BACKED CERTIFICATE
                                 SERIES 2001-HS3

               evidencing  a  fractional  undivided  interest in the Owner Trust
Estate,  the  property of which  consists  primarily  of the Home Equity  Loans,
created by RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.  (hereinafter called
the  "Depositor,"  which term includes any successor  entity under the Agreement
referred to below).

               This Class SB-II Certificate is payable solely from the assets of
the Owner Trust  Estate,  and does not represent an obligation of or interest in
the Depositor, the Seller, the Master Servicer, the Indenture Trustee, the Owner
Trustee or GMAC  Mortgage  Group,  Inc. or any of their  affiliates.  This Class
SB-II  Certificate  is not guaranteed or insured by any  governmental  agency or
instrumentality  or by the  Depositor,  the  Seller,  the Master  Servicer,  the
Indenture  Trustee,  the Owner  Trustee or GMAC Mortgage  Group,  Inc. or any of
their affiliates.  None of the Depositor,  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 Certificates.

               This  certifies  that Auer & Co. is the  registered  owner of the
Certificate  Percentage  Interest  evidenced by this Class SB-II Certificate (as
set forth on the face hereof) in certain distributions with respect to the Owner
Trust  Estate,  consisting  primarily  of the  Home  Equity  Loans,  created  by
Residential  Funding Mortgage  Securities II, Inc. The Trust (as defined herein)
was created  pursuant to a Trust  Agreement dated as specified above (as amended
and supplemented  from time to time, the "Agreement")  between the Depositor 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 Class SB-II  Certificate  is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class SB-II  Certificate by virtue of the acceptance  hereof assents and
by which such Holder is bound.

                                        A-13
<PAGE>

               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 Class SB-II
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
Class SB-II Certificate (based on the Certificate  Percentage Interest stated on
the face hereon) of the Certificate  Distribution Amount, if any, required to be
distributed to Holders of  Certificates on such Payment Date.  Distributions  on
this Class SB-II  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 Class  SB-II  Certificate  or the making of any  notation
hereon.  Pursuant  to the  Agreement,  the  Trust has  issued  four  Classes  of
Certificates,  designated  as the  Class  SB-I  Certificates,  the  Class  SB-II
Certificates, the Class R-I Certificates and the Class R-II Certificates.

               Except as otherwise provided in the Agreement and notwithstanding
the above, the final  distribution on this Class SB-II  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  Class  SB-II
Certificate at the office or agency maintained by the Certificate  Registrar for
that purpose in the City and State of New York. The initial  Security Balance of
this Class SB-II  Certificate  is set forth above.  The Security  Balance hereof
will be reduced to the extent of the distributions allocable to principal.

               No transfer of this Class SB-II  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, (i) the  Certificate  Registrar or the Depositor may require an opinion of
counsel acceptable to and in form and substance  satisfactory to the Certificate
Registrar  and the  Depositor  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 and (ii) the  transferee  shall execute an
investment  letter  in  the  form  described  in the  Agreement  and  (iii)  the
Certificate  Registrar  shall  require the  transferee  to execute an investment
letter and a  Certificate  of  Non-Foreign  Status in the form  described by the
Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion
of  Counsel  as  described  in  the  Agreement),  which  investment  letter  and
certificate or Opinion of Counsel shall not be at the expense of the Trust,  the
Owner Trustee,  the  Certificate  Registrar or the Depositor.  The Holder hereof
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trust, the Owner Trustee, the Depositor, 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 Depositor) will also require either (i) a representation letter, in the form
as described by 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 (a
"Plan"), any person acting,  directly or indirectly,  on behalf of any such Plan

                                        A-14
<PAGE>

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  Depositor,  the Owner  Trustee,  the Master  Servicer  and the  Certificate
Registrar,  or a certification in the form of Exhibit G to the Agreement, 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  subsequent  enactments)  and will not  subject  the  Depositor,  the  Owner
Trustee,  the Master Servicer or the Certificate  Registrar to any obligation or
liability in addition to those undertaken in the Agreement.

               This Class SB-II Certificate is one of a duly authorized issue of
Certificates  designated as Home Equity  Loan-Backed  Certificates of the Series
specified hereon (herein collectively called the "Certificates"). All terms used
in this Class SB-II  Certificate  which are defined in the Agreement  shall have
the meanings assigned to them in the Agreement.

               The  Certificateholder,  by its  acceptance  of this Class  SB-II
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   Depositor   is   personally   liable  to  the
Certificateholders  for any amount payable under this Class SB-II Certificate or
the Agreement or, except as expressly provided in the Agreement,  subject to any
liability under the Agreement.

               The  Holder of this  Class  SB-II  Certificate  acknowledges  and
agrees that its rights to receive  distributions  in respect of this Class SB-II
Certificate  are  subordinated  to the rights of the Noteholders as described in
the Indenture.,  dated as of September 27, 2001,  between Home Equity Loan Trust
2001-HS3 (the "Trust") and The Chase Manhattan  Bank, as Indenture  Trustee (the
"Indenture").

               Each  Certificateholder,  by  its  acceptance  of a  Certificate,
covenants and agrees that such  Certificateholder 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,  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 Certificates, 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 the consent of the Credit Enhancer
and 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  determined  without  regard to the
Credit  Enhancement  Instrument and the consent of the Credit  Enhancer shall be
obtained.  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 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

                                        A-15
<PAGE>

to any Holder and the consent of the Credit  Enhancer shall be obtained.  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, if determined without regard to the Credit Enhancement  Instrument
or (b) the  consent  of  Holders of a  majority  of the  Certificate  Percentage
Interests of the Certificates 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  required  to  be  distributed  on  any
Certificate without the consent of the related  Certificateholder and the Credit
Enhancer, or (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such  amendment  without the consent of the
Holders of all such Certificates then outstanding.

               As provided in the Agreement  and subject to certain  limitations
therein set forth, the transfer of this Class SB-II  Certificate is registerable
in the Certificate  Register upon surrender of this Class SB-II  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 aggregate Certificate  Percentage Interest will be issued to
the designated transferee. The initial Certificate Registrar appointed under the
Agreement is the Indenture Trustee.

               Except  as  provided  in  the  Agreement,  the  Certificates  are
issuable  only in minimum  denominations  of a 10.0000%  Certificate  Percentage
Interest and in integral multiples of a 0.0001% Certificate  Percentage Interest
in  excess  thereof.  As  provided  in the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  the  Certificates  are  exchangeable  for new
Certificates   of   authorized   denominations,   as  requested  by  the  Holder
surrendering the same. This Class SB-II Certificate is issued in the Certificate
Percentage Interest above; however, the Certificate  Percentage Interest of this
Class  SB-II  Certificate  may change in  accordance  with  Section  3.12 of the
Agreement.  The Holder of this Class SB-II  Certificate  hereby  consents to any
change in its Certificate Percentage Interest in accordance with such Section.

               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 Class SB-II
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 Class SB-II  Certificate  shall be governed by and construed
in accordance with the laws of the State of Delaware.

                                        A-16
<PAGE>

               The  obligations  created  by the  Agreement  in  respect  of the
Certificates  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
Owner  Trust  Estate  in  accordance  with the  terms of the  Indenture  and the
Agreement,  (ii) the  Payment  Date in June 2031,  or (iii) the  purchase by the
Master  Servicer  of all Home  Equity  Loans  pursuant  to  Section  8.08 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 Class SB-II Certificate shall not be entitled to
any benefit under the Agreement or be valid for any purpose.

                                        A-17


<PAGE>


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

                               HOME EQUITY LOAN TRUST 2001-HS3


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





Dated:  September 27, 2001     By:
                                   ---------------------------------------
                                   Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.



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



                                            By: ______________________________
                                                 Authorized Signatory



                                      or THE CHASE MANHATTAN BANK,
                                      not in its individual capacity but solely,
                                      as Authenticating Agent of the Trust



Dated: September 27, 2001



                                            By: ______________________________
                                                Authorized Signatory


                                        A-18


<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-19


<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-20

<PAGE>


                                    EXHIBIT B
                             TO THE TRUST AGREEMENT


                              CERTIFICATE OF TRUST

                                       OF

                               HOME EQUITY LOAN TRUST 2001-HS3

        THIS  Certificate  of Trust of Home  Equity  Loan  Trust  2001-HS3  (the
"Trust")  is being  duly  executed  and filed by  Wilmington  Trust  company,  a
Delaware banking  corporation,  as owner trustee, to form a business trust under
the Delaware Business Trust Act (12 Del. C ss.3801 et seq.).

     1. Name:  The name of the business  trust formed hereby is Home Equity Loan
Trust 2001-HS3.

     2. Delaware Trustee:  The name and business address of the owner trustee of
the Trust in the State of Delaware is Wilmington  Trust  Company,  Rodney Square
North, 1100 North Market Street,  Wilmington,  Delaware  19890-0001,  Attention:
Corporate Trust Administration.

     3. Effective Date: This Certificate of Trust shall be effective upon filing
with the Secretary of State.

               IN WITNESS WHEREOF, the undersigned, being the sole owner trustee
of the Trust, has executed this Certificate of Trust.


                                            WILMINGTON TRUST COMPANY,
                                            as owner trustee


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




<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  Trust
Agreement (the "Agreement"),  dated as of September 27, 2001 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 The Chase
Manhattan 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.


<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 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 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 Rule 144A 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 Rule 144A 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 any  employee  benefit  plan  subject  to the  Employee
Retirement  Income Security Act of 1974, as amended  ("ERISA"),  or the Internal
Revenue Code of 1986,  as amended (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; or

     b. The Buyer will provide the Depositor, the Owner Trustee, the Certificate
Registrar  and the Master  Servicer  with  either:  (x) 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  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

                                        C-2
<PAGE>

(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;  or (y) in lieu of such opinion of counsel,  a certification in
the form of Exhibit G to the Trust Agreement; 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.

               Capitalized  terms used  herein  that are not  otherwise  defined
shall have the meanings ascribed thereto in Appendix A to the indenture dated as
of September 27, 2001, between the Trust and the Indenture Trustee.

               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.


_________

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 $100,000,000

                                        C-4

<PAGE>



Corporation,  etc. The Buyer is a  corporation  (other than a bank,  savings and
loan  association or similar  institution),  Massachusetts  or similar  business
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.

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.

                                        C-5
<PAGE>

               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) 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.

                                        C-6
<PAGE>


                                            Print Name of Buyer



                                            By: ______________________________
                                                 Name:
                                                 Title:

                                            Date:
                                                   ---------------------------

                                        C-7

<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 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.

                                        C-8
<PAGE>

               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-9

<PAGE>





                                    EXHIBIT D

                     FORM OF INVESTOR REPRESENTATION LETTER


                                    ______________, 20__


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

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY  10001
Attention:  Corporate Trust Administration

               Re:    Home Equity Loan-Backed Certificates
                      Series 2001-HS3

     Ladies and Gentlemen:

     ______________    (the    "Purchaser")    intends    to    purchase    from
__________________  (the  "Seller") a ___%  Certificate  Percentage  Interest of
Certificates  of Series  2001-HS3 (the  "Certificates"),  issued pursuant to the
Amended  and  Restated  Trust  Agreement  (the "Trust  Agreement"),  dated as of
September 27, 2001, between  Residential Funding Mortgage Securities II, Inc. as
depositor (the "Depositor") and Wilmington Trust Company,  as owner trustee (the
"Owner  Trustee"),  as  acknowledged  and agreed by The Chase Manhattan 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 Depositor 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  Depositor 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.

     3. The Purchaser is (a) a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters,  and, in

                                        D-1
<PAGE>

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 Home Equity Loans and the
Depositor  as has been  requested  by the  Purchaser  from the  Depositor 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
Depositor 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  Depositor,   the  Purchaser
acknowledges  that such  Memorandum  was provided to it by the Seller,  that the
Memorandum was prepared by the Depositor  solely for use in connection  with the
Original Sale and the Depositor 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 Depositor
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 any  Certificate,  any interest in any 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 any Certificate,  any interest in any
Certificate  or any other similar  security  from any person in any manner,  (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any 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 any  Certificate  under the Act, that would
render the disposition of any 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:

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

     ____ a. The  Purchaser  is not any  employee  benefit  plan  subject to the
Employee  Retirement Income Security Act of 1974, as amended  ("ERISA"),  or the
Internal  Revenue  Code of 1986,  as  amended  (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; or

                                        D-2
<PAGE>

     ____ b. The Purchaser  will provide the Depositor,  the Owner Trustee,  the
Certificate  Registrar and the Master  Servicer  with either:  (x) 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;  or (y) in lieu of such opinion of counsel,  a
certification in the form of Exhibit G to the Trust Agreement; 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  partnership,  grantor  trust  or S
corporation  for  federal  income  tax  purposes,  or,  if  the  Purchaser  is a
partnership, grantor trust or S corporation for federal income tax purposes, the
Certificates  are not more than 50% of the  assets of the  partnership,  grantor
trust or S corporation.

               9.  The Purchaser is not a non-United States person.


                                            Very truly yours,


                                            By:  _______________________________
                                                 Name:
                                                 Title:



                                        D-3
<PAGE>

<PAGE>



                                    EXHIBIT E

                    FORM OF TRANSFEROR REPRESENTATION LETTER




                                   __________ , 20___


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

The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, NY  10001
Attention:  Corporate Trust Administration

               Re:    Home Equity  Loan-Backed Certificates
                      Series 2001-HS3

Ladies and Gentlemen:

     ____________   (the    "Purchaser")    intends   to   purchase   from   the
________________  (the  "Seller")  a ___%  Certificate  Percentage  Interest  of
[Certificates] of Series 2001-HS3 (the  "Certificates"),  issued pursuant to the
Amended  and  Restated  Trust  Agreement  (the "Trust  Agreement"),  dated as of
September 27, 2001, between  Residential Funding Mortgage Securities II, Inc. as
depositor (the "Depositor") and Wilmington Trust Company,  as owner trustee (the
"Owner  Trustee"),  as  acknowledged  and agreed by The Chase Manhattan 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  Depositor  and  the
Certificate Registrar that:

        Neither  the  Seller nor  anyone  acting on its behalf has (a)  offered,
pledged,  sold,  disposed  of or  otherwise  transferred  any  Certificate,  any
interest in any  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 any Certificate,  any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise  approached or
negotiated with respect to any  Certificate,  any interest in any 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

                                        E-1
<PAGE>

(the "Act"), that would render the disposition of any Certificate a violation of
Section  5 of the  Act or any  state  securities  law,  or  that  would  require
registration or qualification  pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any 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,



                                            By:______________________________
                                                Name:
                                                Title



                                        E-2

<PAGE>


                                    EXHIBIT F

                        CERTIFICATE OF NON-FOREIGN STATUS

        This  Certificate of  Non-Foreign  Status  ("certificate")  is delivered
pursuant to Section 3.05 of the Amended and Restated Trust  Agreement,  dated as
of  September  27, 2001 (the "Trust  Agreement"),  between  Residential  Funding
Mortgage  Securities  II, Inc., as depositor and Wilmington  Trust  Company,  as
Owner Trustee,  in connection with the acquisition of, transfer to or possession
by the undersigned,  whether as beneficial owner (the  "Beneficial  Owner"),  or
nominee  on  behalf  of the  Beneficial  Owner  of the Home  Equity  Loan-Backed
Certificates,  Series 2001-HS3 (the "Certificates").  Capitalized terms used but
not defined in this certificate  have the respective  meanings given them in the
Trust Agreement.

        Each holder must  complete Part I, Part II (if the holder is a nominee),
and in all cases sign and otherwise complete Part III.

        In addition,  each holder shall submit with the Certificates an IRS Form
W-9 relating to such holder.

        To confirm to the Trust that the provisions of Sections 871, 881 or 1446
of the Internal  Revenue Code (relating to withholding tax on foreign  partners)
do not  apply  in  respect  of the  Certificate  held  by the  undersigned,  the
undersigned hereby certifies:

Part I - Complete Either A or B

        A.     Individual as Beneficial Owner

     1. I am (The Beneficial Owner is ) not a non-resident alien for purposes of
U.S. income taxation;

     2.   My   (The   Beneficial   Owner's)   name   and   home   address   are:
__________________________________; and

     3. My (The Beneficial Owner's) U.S. taxpayer  identification number (Social
Security Number) is _____________________________.

        B.     Corporate, Partnership or Other Entity as Beneficial - Owner

     1.  ___________________  (Name of the  Beneficial  Owner)  is not a foreign
corporation,  foreign  partnership,  foreign  trust or foreign  estate (as those
terms are defined in the Code and Treasury Regulations;

     2. The Beneficial  Owner's office  address and place of  incorporation  (if
applicable) is _____________________________________; and


                                        F-1
<PAGE>

     3.  The  Beneficial   Owner's  U.S.  employer   identification   number  is
______________________________.

Part II - Nominees

        If  the  undersigned  is the  nominee  for  the  Beneficial  Owner,  the
undersigned  certifies  that this  certificate  has been made in  reliance  upon
information contained in:

                       an IRS Form W-9
        --------------

                       a form such as this or substantially similar
        --------------

provided to the  undersigned  by an appropriate  person and (i) the  undersigned
agrees to notify the Trust at least  thirty (30) days prior to the date that the
form  relied  upon  becomes  obsolete,  and (ii) in  connection  with  change in
Beneficial  Owners,  the  undersigned  agrees  to  submit a new  Certificate  of
Non-Foreign Status to the Trust promptly after such change.

Part III -     Declaration

        The undersigned, as the Beneficial Owner or a nominee thereof, agrees to
notify the Trust  within sixty (60) days of the date that the  Beneficial  Owner
becomes a foreign person. The undersigned  understands that this certificate may
be  disclosed  to the  Internal  Revenue  Service  by the  Trust  and any  false
statement contained therein could be punishable by fines, imprisonment or both.

        Under  penalties  of  perjury,  I  declare  that  I have  examined  this
certificate  and to the best of my knowledge and belief it is true,  correct and
complete and will further  declare that I will inform the Trust of any change in
the  information  provided above,  and, if applicable,  I further declare that I
have the authority* to sign this document.



Name:______________________________

Title (if applicable):____________________

Signature and Date:_____________________



*NOTE:  If signed  pursuant to a power of attorney,  the power of attorney  must
accompany this certificate.

                                        F-2
<PAGE>



<PAGE>


                                    EXHIBIT G

                       FORM OF ERISA REPRESENTATION LETTER

                                                   _____________, 200__

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 250
Minneapolis, Minnesota  55437

[CERTIFICATE REGISTRAR]

               Re:    Residential Funding Mortgage Securities II, Inc.
                      Home Equity Loan-Backed Certificates, Series 2001-HS3

Dear Sirs:

        __________________________________ (the "Transferee") intends to acquire
from  _____________________  (the  "Transferor") a ___%  Certificate  Percentage
Interest  of  Residential  Funding  Mortgage  Securities  II,  Inc.  Home Equity
Loan-Backed Certificates, Series 2001-HS3 (the "Certificates"),  issued pursuant
to an Amended  and  Restated  Trust  Agreement  (the  "Trust  Agreement")  dated
September 27, 2001 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 either:

        (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  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


                                        G-1
<PAGE>

4975 of the Internal  Revenue Code of 1986,  as amended (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")  Regulations  Section
2510.3-101, and (iii) will not be transferred to any entity that is deemed to be
investing  in plan  assets  within the  meaning of the DOL  Regulations  Section
2510.3-101; or

        (2) The purchase of the  Certificates  is permissible  under  applicable
law, will not constitute or result in any prohibited  transaction under ERISA or
Section 4975 of the Code, will not subject the Depositor or the Owner Trustee to
any obligation in addition to those  undertaken in the Trust Agreement and, with
respect to each  source of funds  being used by the  Transferee  to acquire  the
Certificates  (each  being  referred to as a  "Source"),  the  Transferee  is an
insurance  company and (i) the Source is assets of its "general  account,"  (ii)
the conditions set forth in PTCE 95-60 issued by the DOL have been satisfied and
the purchase and holding of  Certificates  by or on behalf of the Transferee are
exempt under PTCE 95-60, (iii) less than 25% of the Transferee's general account
constitute  "plan assets" of "benefit plan investors"  within the meaning of DOL
Regulations  Section  2510.3-101(f)(2),  and (iv) the  amount  of  reserves  and
liabilities for such general account  contracts held by or on behalf of any Plan
do not exceed 10% of the total reserves and  liabilities of such general account
plus  surplus as of the date hereof  (for  purposes  of this  clause,  all Plans
maintained by the same employer (or affiliate thereof) or employee  organization
are deemed to be a single Plan) in  connection  with its purchase and holding of
such Certificates.

        (3)  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


                                        G-2

<PAGE>

                                    EXHIBIT H

                          FORM OF REPRESENTATION LETTER


                                                   _____________, 200__

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 250
Minneapolis, Minnesota  55437

[CERTIFICATE REGISTRAR]

               Re:  Residential Funding Mortgage Securities II, Inc. Home Equity
                    Loan-Backed Certificates, Series 2001-HS3

Dear Sirs:

        __________________________________ (the "Transferee") intends to acquire
from  _____________________  (the  "Transferor") a ___%  Certificate  Percentage
Interest of Residential  Mortgage  Securities  II, Inc. Home Equity  Loan-Backed
Certificates, Series 2001-HS3 (the "Certificates"), issued pursuant to a Amended
and Restated Trust  Agreement (the "Trust  Agreement")  dated September 27, 2001
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 Transferee 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; and

                                        I-1
<PAGE>

        (2) the Transferee is not a partnership,  grantor trust or S corporation
for federal income tax purposes, or, if the Transferee is a partnership, grantor
trust or S corporation for federal income tax purposes, the Certificates are not
more than 50% of the assets of the partnership, grantor trust or S corporation.


                                            Very truly yours,



                                            By:_________________________________
                                                Name:
                                                Title:




                                        I-2
<PAGE>


                                    EXHIBIT I

                         FORM OF CLASS R-I CERTIFICATES

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 3.05 OF THE AGREEMENT OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE  SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY  POSSESSION OF THE UNITED  STATES,  OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION  IF ALL OF ITS  ACTIVITIES  ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS  EXEMPT  FROM THE TAX  IMPOSED  BY  CHAPTER 1 OF THE CODE  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS

                                        I-1
<PAGE>

TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE
PROPOSED  TRANSFEREE.   NOTWITHSTANDING  THE  REGISTRATION  IN  THE  CERTIFICATE
REGISTER OR ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE TO A
DISQUALIFIED  ORGANIZATION  OR AN AGENT  OF A  DISQUALIFIED  ORGANIZATION,  SUCH
REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH  PERSON  SHALL  NOT BE  DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY  PURPOSE
HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

                                        I-2


<PAGE>


Certificate No. 1

Cut-off Date:
September 1, 2001

Date of Trust Agreement:
September 27, 2001

First Payment Date:                         Certificate Percentage Interest of
October 25, 2001                                   this Certificate:  100%


Assumed Final Payment Date:
[June 2031]



                       HOME EQUITY LOAN-BACKED CERTIFICATE
                                 SERIES 2001-HS3

               evidencing  a  fractional  undivided  interest in the Owner Trust
Estate,  the  property of which  consists  primarily  of the Home Equity  Loans,
created by RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.  (hereinafter called
the  "Depositor,"  which term includes any successor  entity under the Agreement
referred to below).

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

               This  certifies  that Auer & Co. 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 Owner  Trust
Estate,  consisting  primarily of the Home Equity Loans,  created by Residential
Funding  Mortgage  Securities II, Inc. The Trust (as defined herein) was created
pursuant  to a  Trust  Agreement  dated  as  specified  above  (as  amended  and
supplemented  from time to time,  the  "Agreement")  between the  Depositor  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 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.

                                        I-3
<PAGE>


               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 Holders
of Certificates 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.  [The initial  Security  Balance of this  Certificate  is set forth
above.  The  Security  Balance  hereof  will be  reduced  to the  extent  of the
distributions allocable to principal.]

               Each Certificateholder of this Certificate will be deemed to have
agreed to be bound by the  restrictions set forth in the Agreement to the effect
that (i) each  person  holding  or  acquiring  any  Ownership  Interest  in this
Certificate must be a United States Person and a Permitted Transferee,  (ii) the
transfer of any Ownership  Interest in this Certificate will be conditioned upon
the delivery to the Indenture  Trustee of, among other  things,  an affidavit to
the effect that it is a United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported  transferee,  and (iv) if any person other than a United
States Person and a Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions,  then the Depositor will have the
right,  in its sole  discretion and without notice to the  Certificateholder  of
this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the
Depositor,  which  purchaser  may be the  Depositor,  or  any  affiliate  of the
Depositor, on such terms and conditions as the Depositor may choose.

               No transfer of this Class R-I Certificate will be made unless the
Certificate  Registrar (unless otherwise directed by the Depositor) has received
(i) a representation letter, in the form as described by 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 Depositor,  the Owner Trustee, the
Master Servicer and the Certificate Registrar, or a certification in the form of
Exhibit G to the  Agreement,  to the effect  that the  purchase  or holding of a
Class R Certificate is permissible  under applicable law, will not constitute or
result in a [non-exempt]  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 Master Servicer or
the  Certificate  Registrar to any  obligation or liability in addition to those
undertaken in the Agreement.]

                                        I-4
<PAGE>

               This   Certificate  is  one  of  a  duly   authorized   issue  of
Certificates  designated as Home Equity  Loan-Backed  Certificates of the Series
specified hereon (herein collectively called the "Certificates"). 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 Depositor is personally liable to the  Certificateholders 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
September  27, 2001,  between Home Equity Loan Trust  2000-HS3 (the "Trust") and
The Chase Manhattan Bank, as Indenture Trustee (the "Indenture").

               Each  Certificateholder,  by  its  acceptance  of a  Certificate,
covenants and agrees that such  Certificateholder 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,  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 Certificates, 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 the consent of the Credit Enhancer
and 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  determined  without  regard to the
Credit  Enhancement  Instrument and the consent of the Credit  Enhancer shall be
obtained.  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 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 and the consent of the Credit  Enhancer shall be obtained.  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, if determined without regard to the Credit Enhancement  Instrument
or (b) the  consent  of  Holders of a  majority  of the  Certificate  Percentage
Interests of the Certificates 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  required  to  be  distributed  on  any
Certificate without the consent of the related  Certificateholder and the Credit
Enhancer, or (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such  amendment  without the consent of the
Holders of all such Certificates then outstanding.


                                        I-5
<PAGE>

               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
aggregate  Certificate  Percentage  Interest  will be issued  to the  designated
transferee.  The initial Certificate  Registrar appointed under the Agreement is
the Indenture Trustee.

               Except  as  provided  in  the  Agreement,  the  Certificates  are
issuable  only in minimum  denominations  of a 10.0000%  Certificate  Percentage
Interest and in integral multiples of a 0.0001% Certificate  Percentage Interest
in  excess  thereof.  As  provided  in the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  the  Certificates  are  exchangeable  for new
Certificates   of   authorized   denominations,   as  requested  by  the  Holder
surrendering the same. This Certificate is issued in the Certificate  Percentage
Interest above; however, the Certificate Percentage Interest of this Certificate
may change in accordance with Section 3.12 of the Agreement.  The Holder of this
Certificate hereby consents to any change in its Certificate Percentage Interest
in accordance with such Section.

               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
Certificates  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
Owner  Trust  Estate  in  accordance  with the  terms of the  Indenture  and the
Agreement, (ii) the Payment Date in September 2030, or (iii) the purchase by the
Master  Servicer of all Revolving  Credit Loans  pursuant to Section 8.08 of the
Servicing Agreement.


                                        I-6
<PAGE>

               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.


                                        I-7
<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 EQUITY LOAN TRUST 2000-HS3


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





Dated:  September 27, 2001     By:
                                   ---------------------------------------
                                   Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.



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



                                            By: ______________________________
                                                 Authorized Signatory



                                     or THE CHASE MANHATTAN BANK,
                                     not in its individual capacity but solely,
                                     as Authenticating Agent of the Trust



Dated: September 27, 2001



                                            By: ______________________________
                                                Authorized Signatory



                                        I-8
<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.


                                        I-9
<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)


                                        I-10
<PAGE>


                         FORM OF CLASS R-II CERTIFICATES

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 3.05 OF THE AGREEMENT OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE  SERVICER,  THE COMPANY AND THE TRUSTEE
THAT THE  PURCHASE  OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR  RESULT  IN A
NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER,  THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY  POSSESSION OF THE UNITED  STATES,  OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION  IF ALL OF ITS  ACTIVITIES  ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC,  A MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT  SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS  EXEMPT  FROM THE TAX  IMPOSED  BY  CHAPTER 1 OF THE CODE  UNLESS  SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX  IMPOSED  BY  SECTION  511 OF THE  CODE ON  UNRELATED  BUSINESS  TAXABLE
INCOME),  (D) RURAL  ELECTRIC AND  TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION
1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER  SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED  ORGANIZATION"),  OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES
CERTAIN  ADDITIONAL  CONDITIONS  RELATING  TO  THE  FINANCIAL  CONDITION  OF THE
PROPOSED  TRANSFEREE.   NOTWITHSTANDING  THE  REGISTRATION  IN  THE  CERTIFICATE
REGISTER OR ANY TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE TO A


                                        J-1-11
<PAGE>

DISQUALIFIED  ORGANIZATION  OR AN AGENT  OF A  DISQUALIFIED  ORGANIZATION,  SUCH
REGISTRATION  SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND
SUCH  PERSON  SHALL  NOT BE  DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY  PURPOSE
HEREUNDER,  INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.  EACH HOLDER OF THIS  CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

                                        J-1-12
<PAGE>


Certificate No. 1

Cut-off Date:
September 1, 2001

Date of Trust Agreement:
September 27, 2001

First Payment Date:                         Certificate Percentage Interest of
October 25, 2001                                   this Certificate:  100%


Assumed Final Payment Date:
[June 2031]



                       HOME EQUITY LOAN-BACKED CERTIFICATE
                                 SERIES 2001-HS3

               evidencing  a  fractional  undivided  interest in the Owner Trust
Estate,  the  property of which  consists  primarily  of the Home Equity  Loans,
created by RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.  (hereinafter called
the  "Depositor,"  which term includes any successor  entity under the Agreement
referred to below).

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

               This  certifies  that Auer & Co. 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 Owner  Trust
Estate,  consisting  primarily of the Home Equity Loans,  created by Residential
Funding  Mortgage  Securities II, Inc. The Trust (as defined herein) was created
pursuant  to a  Trust  Agreement  dated  as  specified  above  (as  amended  and
supplemented  from time to time,  the  "Agreement")  between the  Depositor  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 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

                                        J-1-13

<PAGE>

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 Holders
of Certificates 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.  [The initial  Security  Balance of this  Certificate  is set forth
above.  The  Security  Balance  hereof  will be  reduced  to the  extent  of the
distributions allocable to principal.]

               Each Certificateholder of this Certificate will be deemed to have
agreed to be bound by the  restrictions set forth in the Agreement to the effect
that (i) each  person  holding  or  acquiring  any  Ownership  Interest  in this
Certificate must be a United States Person and a Permitted Transferee,  (ii) the
transfer of any Ownership  Interest in this Certificate will be conditioned upon
the delivery to the Indenture  Trustee of, among other  things,  an affidavit to
the effect that it is a United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported  transferee,  and (iv) if any person other than a United
States Person and a Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions,  then the Depositor will have the
right,  in its sole  discretion and without notice to the  Certificateholder  of
this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the
Depositor,  which  purchaser  may be the  Depositor,  or  any  affiliate  of the
Depositor, on such terms and conditions as the Depositor may choose.

               No  transfer of this Class R-II  Certificate  will be made unless
the  Certificate  Registrar  (unless  otherwise  directed by the  Depositor) has
received (i) a representation letter, in the form as described by 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 Depositor,  the Owner Trustee, the
Master Servicer and the Certificate Registrar, or a certification in the form of
Exhibit G to the  Agreement,  to the effect  that the  purchase  or holding of a
Class R Certificate is permissible  under applicable law, will not constitute or
result in a [non-exempt]  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 Master Servicer or
the  Certificate  Registrar to any  obligation or liability in addition to those
undertaken in the Agreement.]


                                        J-1-14

<PAGE>

               This   Certificate  is  one  of  a  duly   authorized   issue  of
Certificates  designated as Home Equity  Loan-Backed  Certificates of the Series
specified hereon (herein collectively called the "Certificates"). 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 Depositor is personally liable to the  Certificateholders 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
September  27, 2001,  between Home Equity Loan Trust  2000-HS3 (the "Trust") and
The Chase Manhattan Bank, as Indenture Trustee (the "Indenture").

               Each  Certificateholder,  by  its  acceptance  of a  Certificate,
covenants and agrees that such  Certificateholder 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,  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 Certificates, 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 the consent of the Credit Enhancer
and 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  determined  without  regard to the
Credit  Enhancement  Instrument and the consent of the Credit  Enhancer shall be
obtained.  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 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 and the consent of the Credit  Enhancer shall be obtained.  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, if determined without regard to the Credit Enhancement  Instrument
or (b) the  consent  of  Holders of a  majority  of the  Certificate  Percentage
Interests of the Certificates 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  required  to  be  distributed  on  any
Certificate without the consent of the related  Certificateholder and the Credit
Enhancer, or (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such  amendment  without the consent of the
Holders of all such Certificates then outstanding.


                                        J-1-15
<PAGE>

               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
aggregate  Certificate  Percentage  Interest  will be issued  to the  designated
transferee.  The initial Certificate  Registrar appointed under the Agreement is
the Indenture Trustee.

               Except  as  provided  in  the  Agreement,  the  Certificates  are
issuable  only in minimum  denominations  of a 10.0000%  Certificate  Percentage
Interest and in integral multiples of a 0.0001% Certificate  Percentage Interest
in  excess  thereof.  As  provided  in the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  the  Certificates  are  exchangeable  for new
Certificates   of   authorized   denominations,   as  requested  by  the  Holder
surrendering the same. This Certificate is issued in the Certificate  Percentage
Interest above; however, the Certificate Percentage Interest of this Certificate
may change in accordance with Section 3.12 of the Agreement.  The Holder of this
Certificate hereby consents to any change in its Certificate Percentage Interest
in accordance with such Section.

               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
Certificates  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
Owner  Trust  Estate  in  accordance  with the  terms of the  Indenture  and the
Agreement, (ii) the Payment Date in September 2030, or (iii) the purchase by the
Master  Servicer of all Revolving  Credit Loans  pursuant to Section 8.08 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.


                                        J-1-16

<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 EQUITY LOAN TRUST 2000-HS3


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





Dated:  September 27, 2001     By:
                                   ---------------------------------------
                                   Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.



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



                                By: ______________________________
                                     Authorized Signatory



                                or THE CHASE MANHATTAN BANK,
                                not in its individual capacity but solely,
                                as Authenticating Agent of the Trust



Dated: September 27, 2001



                                            By: ______________________________
                                                Authorized Signatory



                                        J-1-17
<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.

                                        J-1-18


<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)



                                        J-1-19
<PAGE>

                                   EXHIBIT J-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT


STATE OF                         )

                                 )    ss.:

COUNTY OF                        )
               [NAME OF OFFICER], being first duly sworn, deposes and says:

1. That he is [Title of Officer] of [Name of Owner] (record or beneficial  owner
of the Home Equity Loan-Backed  Certificates,  Series 2001-HS3, Class R-[ ] (the
"Owner")),  a [savings  institution]  [corporation]  duly organized and existing
under the laws of [the  State of ] [the  United  States],  on behalf of which he
makes this affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing  large  partnership  as of [date of  transfer]  within  the  meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for  so  long  as  it  retains  its  ownership  interest  in  the  Class  R-[  ]
Certificates,  and (iii) is acquiring the Class R-[ ]  Certificates  for its own
account  or for the  account of another  Owner  from  which it has  received  an
affidavit and  agreement in  substantially  the same form as this  affidavit and
agreement.  (For this purpose, a "disqualified  organization"  means an electing
large partnership under Section 775 of the Code, the United States, any state or
political  subdivision  thereof,  any  agency or  instrumentality  of any of the
foregoing  (other than an  instrumentality  all of the  activities  of which are
subject to tax and,  except for the Federal Home Loan  Mortgage  Corporation,  a
majority of whose board of directors  is not  selected by any such  governmental
entity) or any foreign government,  international  organization or any agency or
instrumentality of such foreign  government or organization,  any rural electric
or telephone  cooperative,  or any  organization  (other than  certain  farmers'
cooperatives)  that is  generally  exempt  from  federal  income tax unless such
organization is subject to the tax on unrelated business taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class  R  Certificates   to   disqualified   organizations   or  electing  large
partnerships,  under  the  Code,  that  applies  to all  transfers  of  Class  R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R-[ ] Certificates may be "noneconomic  residual interests" within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.


                                        J-2-1

<PAGE>

4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R  Certificates  if either the  pass-through  entity is an electing  large
partnership  under  Section 775 of the if at any time during the taxable year of
the pass-through  entity a disqualified  organization is the record holder of an
interest in such entity.  (For this purpose,  a "pass through entity" includes a
regulated  investment  company,  a real estate  investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

5. The Owner is a citizen or  resident  of the  United  States,  a  corporation,
partnership  or other entity  created or organized in, or under the laws of, the
United  States or any  political  subdivision  thereof  (except in the case of a
partnership, to the extent provided in Treasury regulations),  or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.

6. That the Owner is aware that the Certificate  Registrar will not register the
transfer of any Class R Certificates unless the transferee,  or the transferee's
agent,  delivers  to it an  affidavit  and  agreement,  among other  things,  in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees  that it will not  consummate  any such  transfer if it knows or believes
that any of the  representations  contained in such  affidavit and agreement are
false.

7. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class R Certificates  and the provisions of Section 3.05 of the Trust  Agreement
under  which the Class R-[ ]  Certificates  were issued (in  particular,  clause
(i)(A) and (i)(B) of Section 3.05 which authorize the  Certificate  Registrar to
deliver payments to a person other than the Owner and negotiate a mandatory sale
by the  Servicer  Trustee  in the event the Owner  holds  such  Certificates  in
violation of Section  3.05).  The Owner  expressly  agrees to be bound by and to
comply with such restrictions and provisions.

8. That the Owner consents to any additional  restrictions or arrangements  that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement  to ensure  that the Class  R-[ ]  Certificates  will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.

9.      The Owner's Taxpayer Identification Number is _____________________.

10. This  affidavit and agreement  relates only to the Class R-[ ]  Certificates
held by the Owner and not to any  other  holder of the Class R-[  ]Certificates.
The Owner  understands that the liabilities  described herein relate only to the
Class R-[ ] Certificates.

11. That no purpose of the Owner  relating  to the  transfer of any of the Class
R-[ ]  Certificates  by the  Owner is or will be to  impede  the  assessment  or
collection of any tax.

12.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the  benefit  of the  person  from  whom it  acquired  the  Class  R-[ ]
Certificate  that the Owner  intends to pay taxes  associated  with holding such
Class R-[ ]  Certificate  as they become due,  fully  understanding  that it may
incur tax  liabilities in excess of any cash flows  generated by the Class R-[ ]
Certificate.

                                        J-2-2

<PAGE>

13. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.

14. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"),  or an investment  manager,  named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.

                                        J-2-3

<PAGE>


               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
        executed  on its  behalf,  pursuant  to the  authority  of its  Board of
        Directors,  by its  [Title  of  Officer]  and its  corporate  seal to be
        hereunto attached,  attested by its [Assistant] Secretary, this ____ day
        of __________, ____________.




                                            [NAME OF OWNER]



                                            By:
                                               --------------------------------
                                                 [Name of Officer]
                                                 [Title of Officer]
[Corporate Seal]

ATTEST:


[Assistant] Secretary

     Personally  appeared before me the above-named [Name of Officer],  known or
proved to me to be the same person who executed the foregoing  instrument and to
be the [Title of Officer] of the Owner,  and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.

     Subscribed and sworn before me this ____ day of __________, ____________.





                                   NOTARY PUBLIC



                              COUNTY OF
                                       ----------------------------------
                              STATE OF
                                      -----------------------------------
                               My Commission  expires the ____ day of ____,20 .

                                        J-2-4

<PAGE>



                                   EXHIBIT J-2

                         FORM OF TRANSFEROR CERTIFICATE


                                                                  ____, 20__

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

The Chase Manhattan Bank
450 West 33rd Street
15th Floor
New York, NY 10001

Attention:  Corporate Trust Administration

               Re:    Home Equity Loan-Backed Certificates,
                      Series 2001-HS3, Class R

Ladies and Gentlemen:

        This letter is delivered to you in connection  with the transfer by (the
"Seller") to (the "Purchaser") of a [__]% Percentage Interest in the Home Equity
Loan-Backed  Certificates,  Series 2001-HS3,  Class R-[ ] (the  "Certificates"),
pursuant to Section 3.05 of the Trust Agreement (the "Trust  Agreement"),  dated
as of September 27, 2001 among  Residential  Asset Mortgage  Products,  Inc., as
seller (the  "Company"),  and Wilmington  Trust  Company,  as owner trustee (the
"Trustee").  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 Trustee
that:

     1. No purpose of the Seller  relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.

        2. The  Seller  understands  that the  Purchaser  has  delivered  to the
Trustee and the Master  Servicer a transfer  affidavit and agreement in the form
attached  to the Trust  Agreement  as Exhibit  J-1.  The Seller does not know or
believe that any representation contained therein is false.

        3. The Seller has at the time of the  transfer  conducted  a  reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in the future.  The Seller  understands  that the  transfer of a Class R-[ ]
Certificate  may not be respected for United States income tax purposes (and the
Seller may  continue  to be liable for United  States  income  taxes  associated
therewith) unless the Seller has conducted such an investigation.

     4. The Seller has no actual  knowledge that the proposed  Transferee is not
both a United States Person and a Permitted Transferee.


                                            Very truly yours,


                                    (Seller)



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




<PAGE>